REVISION OF BYLAWS
The ByLaws are being revised and will be voted on at the Annual Meeting November 9, 2013. The final text for submission to the general membership was emailed 9 October. Download here (Word Doc). For information please contact John Beynon beynonjohn@ymail.com
SoCal
Bylaws November 2011
Southern California Division
United Nations Association of the USA
BYLAWS
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 UNA-USA,
LLC.
ARTICLE II
PURPOSES AND FUNCTIONS
Sec.1. Mission.
We
are dedicated to educating, inspiring and mobilizing Americans to
support the principles and vital work of the United Nations and to
strengthen the UN system. UNA-USA encourages U.S. leadership to work
constructively through the United Nations and encourages everyone
to achieve the goals of the United Nations Charter. Through our chapters
and programs, UNA-USA educates the American public about the invaluable
work of the United Nations, raises funds and carries out local activities
related to the United Nations, and recruits, engages, and retains
members around the country.
Sec. 2. Functions. The Division shall
a. Take appropriate action to promote the aims of the Charter
of the United Nations in Southern California.
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 and in applying
the Chapter Handbook. 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, extend the UNA-USA by forming
new Chapters and/or Contact Groups, nurture chapter Young Professionals
groups, expand membership in the UNA-USA and recommend the chartering
of new Chapters to the UNA-USA.
g. Provide programs, projects and events to promote the mission
of UNA-USA.
h. Coordinate action on Association business and Substantive Issues
which come before the National Annual Meeting.
i. Elect the Southern California Region’s representatives
to the UNA-USA CCR Steering Committee.
Sec. 3. Activities.
The Division Board of Directors, hereafter called “the Board”, shall
promote activities implementing National programs and strengthening
Chapters’ priorities as fully as possible. A ctivities undertaken
by the Division shall have been adopted by the Board and not be in
conflict with the Chapter Handbook or 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 Division
Executive Committee each year.
Section 2. Functions.
a. The President shall
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Preside at Division Board and Executive Committee meetings;
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Serve as ex-officio member of all committees except the nominating
committee;
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Serve as official representative and spokesperson of the Division
at local, state, and national functions, conferences, and conventions;
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Serve as a representative to the Southern California Regional
Council of Organizations;
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Be responsible for sound financial administration of the Division;
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Sign contracts when authorized by the Board;
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Co-sign checks with the Treasurer or other officer designated
by the Board;
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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;
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Appoint ad hoc committee chairs, newsletter editor, an auditor,
and a parliamentarian.
b. The First 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 Division Annual Meeting and to the
Board and the Executive Director, UNA-USA.
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 Division 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,
First Vice President of Programs, Vice President for Resource Development,
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 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 CCR 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, a designated representative of that chapter who
shall have the vote for the Chapter shall represent 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 twenty-five percent of the Board members.
Sec. 4. Meetings.
Board Meetings shall take place two to four times a year . 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 or electronic notice , shall state the matters
to be discussed, and no other matters shall be voted on at the meeting.
Any member of the Chapters may attend Board Meetings 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.
The Division assessment for each membership unit shall be $2.50
for each membership unit.
e. To initiate action on matters that 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 that 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 Meeting 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
Meeting agenda, activities and registration no less than 30 days
prior to the Division Annual Meeting 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 as needed 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. Consultants. 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 three Executive Committee members.
ARTICLE VII
COMMITTEES
Sec. 1. Standing Committees. Appointed Standing Committees, whose
chairs serve on the Board under Vice Presidents, may include:
First Vice President of Programs: Annual Meeting, Global Issues
and MUN.
Vice President of Communications: Internet, Division Website, Social
Networking, Newsletter and Government Relations.
Vice President for Resource Development: 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 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 or electronic 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 that 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 any office,
if any member requests a secret ballot election shall be by secret
ballot.
Sec. 5. Representation at national UNA-USA events and activities.
In accordance with the Council of Chapters and Regions (CCR ) Election
Procedure Policy, the Southern Region will conduct direct elections
for the number of allocated CCR Steering Committee members for the
Southern California Region. The method will be, that offered by the
CCR , voting by one chapter, one vote, and Division one vote, and
by meeting. Young Professionals are to be fully included in the nomination
and election of CCR representatives.
ARTICLE X
UNA-USA National Annual and Special Meetings
Sec. 1. Delegates.
In addition to the President (see Art. IV, Sec. 2a), another delegate
and a maximum of two alternates to UNA-USA National Annual and Special
Meetings 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, a portion of 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 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 an audit of the finances of the Division as required.
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 a mendments 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 11/5/11, 11/6/04 archived, 11/18/03, 12/7/02, 11/4/95, 9/26/92,
10/15/89, 10/25/80.
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