Two Sets of Bylaws
The following is a link to the United Thank Offering by-laws and are currently in effect. The UTO by-laws are also found later on this page.
A Process for the Development and Ratification of Bylaws
Any changes to the board's by-laws must be first approved by the UTO board, submitted to the Executive Council, and approved by the Executive Council at one of their meetings (note the next meeting is scheduled for late Oct. 2013). The current board by-laws were approved by the Executive Council in 2011, accepted by the General Convention 2012, and are public documents published in the 2012 General Convention Blue Book. The Presiding Bishop and her staff were in possession of this document prior to the 7/15/2013 meeting called between her self, DFMS management and staff members, and the members of the United Thank Offering Board.
Current United Thank Offering By-Laws
Blue Book scroll down to Additional General Convention Resources section, then down to the Free Download section. Select the PDF button or download link for the Blue Book or the Spanish version El Libro Azul. The United Thank Offering by-laws start on page 660.
The 2013 Process
At the request of the Presiding Bishop, a meeting was to be held between on 8/1/13 between the DFMS and United Thank Offering task force members. The purpose of this meeting was to work on and create jointly crafted drafts of the by-laws and Memorandum of Understanding documents. Two days prior to the 8/1 meeting the board members assigned to the task force were notified the purpose of the meeting was to "work on relationships". The board viewed this as a possible positive development and attended the meeting with great hope.
Twenty-eight days later, late on Thursday August 29, 2013 the United Thank Offering board members assigned to the task force received the following by-laws document from the DFMS legal counsel (a DFMS member of the task force). PLEASE NOTE the board member to the task force had NO INPUT or prior knowledge or notification of this document; the understanding was that the current bylaws were to be the base of the revisions—revisions are a process defined in Robert's Rules of Order, which provides the standards followed by United Thank Offering Board
The following is very difficult to read. In general the text that is lined out is the current United Thank Offering by-laws and the non-lined out text is that of the DFMS version. An interpretation of the DFMS by-laws can be viewed on the page titled "Analysis" in this blog.
UNITED
THANK OFFERING
BOARD
BYLAWS
ARTICLE
I
Name
ARTICLE
II
Purpose
ARTICLE
IIIARTICLE
VI
Business
Section
1:
The Board shall be accountable to DFMS, The Executive Council and General
Convention regarding the business of the Board.
Section
2:
The
United Thank Offering Board shall conduct all business with in
accordance to with The Constitution and Canons of The Episcopal
Church, Bylaws and policies of the Domestic and Foreign Missionary
Society DFMS, Memorandum(s) of Understanding (MOU) (s)/Letters
of Agreement(s) between the Officers of DFMS the Domestic
and Foreign Missionary Society and United Thank Offering the
Board and the Bylaws and Policies and Procedures of the United Thank
Offering Board. Nothing contained in the Board’s Policies and
Procedures shall conflict with The Constitutions and Canons of The Episcopal
Church, Bylaws and policies of DFMS, MOU and the Board’s Bylaws.
Section
3:
The United Thank Offering Board shall present the names of those
elected to the United Thank Offering Board to at the first
meeting of the Executive Council of the Episcopal Church following The
General Convention for its approval.
Section
4:
The United Thank Offering Board shall (but is not limited to): Duties
of the Board shall be as follows:
a. develop and implement
recommend strategic plans, policies and criteria for the granting
process to the Chief Operating
Officer of DFMS or his/her designate;
b. make recommendations to the Executive Council of The
Episcopal Church regarding United Thank Offering grants awards; and
c. publish Annual Reports of the United Thank Offering
Board granting activities and post minutes of meetings reports
post-meetings for Executive Council.
Section
5:
Any and all Ingatherings contributions and interest earned thereon shall belong
to only be distributed by grants awarded by the Board and the
Executive Council of The Episcopal Church. United Thank Offering and
will be distributed through awarded grants only.
Section
6:
The United Thank Offering Board shall keep correct and complete books
and records of account and also shall keep minutes of all United Thank
Offering Board and committee proceedings, to include committees
having any of the authority of the United Thank Offering Board and shall
keep at its principal office a record giving which shall include
names, addresses and telephone numbers of current United Thank Offering
Board Members.
Section
8:
Members of the United Thank Offering Board shall not be entitled
to compensation for their services. as members. By resolution of the
Board, either specific and limited or general and continuing, reasonable
travel, hotel and other expenses may be allowed for attending and returning
from any meeting of the United Thank Offering Board or for attending and
returning from any meeting of the Executive or any other Committees or in
connection with the affairs of the United Thank Offering as provided in the
Policies and Procedures. A member shall be barred from serving United Thank
Offering in any other capacity and receiving reasonable compensation for such
other services.
Section
9:
Vacancies created by the death, resignation, or incapacity of any Board
member shall be filled by the Province the person represents or by the United
Thank Offering Board in the case of a Member-At-Large or by the Presiding
Bishop in the case of the Executive Council member and by the Presiding Bishop
and President of the House of Deputies and United Thank Offering President in
case of an Appointed Member. a. When a Member-At-Large is replaced, the
person must be from a Province that does not currently have a Member-At-Large
and the vacancy caused by moving a Province Representative to a Member-At-Large
slot will shall necessitate following procedure for that
Province to select a new Province Representative.
Section
10:
Any action required to be taken at a meeting of The United Thank Offering
Board, or any action that may be taken at a meeting of The United Thank
Offering Board, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all the Board members and be
filed with the minutes of the proceedings.
Interim acts shall be approved and ratified at a subsequent meeting
of the Board by a majority vote and included in the minutes of that meeting.
ARTICLE
IV
Meetings
Section
1:
There shall be at least two (2) public meetings per year of The United
Thank Offering
Board. All meetings of The
United Thank Offering Board are mandatory. It is
expected that all members of the Board attend all regularly scheduled and
special meetings of the Board for which notice has been provided. Failure
to attend the meetings may be grounds for removal from office, as provided in
these Bylaws.
Section
2:
The first scheduled United Thank Offering Board Meeting after the Triennial
Meeting General Convention of the Episcopal Church shall include
orientation and training provided by the General Convention Office to all
CCABs.
Section
3:
Special Meetings of the United Thank Offering Board may be called at any
time by the President or by five (5) members of the Board. All members shall be
given at least twenty-one (21) days’ notice of a Annual regular
meeting and at least seven (7) days’ notice of a special meeting.
Section
4:
Notice of meetings may be given personally or by first class mail, email,
telegram, cablegram, telex or facsimile transmission must be given in
writing and shall be deemed given when the message mailed or when the
telegram, cablegram, telex or facsimile transmission is sent, addressed to the member at his or her business or
residence. No other business but that specified in the notice may be transacted
at such a Special Meeting without a majority consent of
at least seventy-five percent (75%) of Board members present at such
meeting. except Business associated with removal of Board member or Officer
of the Board or election of Officer(s). The removal of Board member(s) or Officer(s) of the Board or
amendments to the Bylaws shall be transacted only in following
notice. Notice of any such meeting or of the purpose of a special meeting may
be waived by an instrument in writing. Attendance of a Board Member
at a meeting shall constitute a waiver of notice of such meeting and waiver of
any and all objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, and of notice of the
purpose of the meeting, except when a Member states, at the beginning of the
meeting, any such objections or objections to the transactions of the business.
Section
5:
Any meeting of the United Thank Offering Board may be held within or
outside these United States of America, such place as may be determined by the
President and/or Vice President of the United Thank Offering Board in
consultation with the Mission Department and the General Convention Office.
Section
6:
Members of the United Thank Offering Board or any committee thereof may participate
in any meeting of the United Thank Offering Board or any committee
thereof by means of conference telephone or similar communication equipment of
which all persons participating in the meeting can hear each other and such
participation in a meeting shall constitute presence in person at such meeting.
Section
7:
Regular business presented at United Thank Offering Board meetings shall
be decided by a majority vote of those members present.
Section
8:
A quorum for the transaction of any business shall be a majority seventy-five
percent (75%) of the United Thank Offering Board. If a quorum is
present and except otherwise specifically provided in these Bylaws, the United
Thank Offering Board may act upon a majority vote of the United Thank
Offering Board members present at the meeting. Every member of the United
Thank Offering Board shall have one vote.
Article
V
Membership
Section
1:
The membership shall consist of one (1) Representative from each of the nine
(9) Provinces of The Episcopal Church, three (3) Members-At-Large, two (2)
Appointed Members and one (1) member of the Executive Council of The
Episcopal Church.
Section
2:
All members shall be adult communicants in good standing confirmed
members of The Episcopal Church.
Section
3:
The membership shall be elected as follows:
a.
The nine (9) Province Representatives shall be elected
during the Provincial Meeting or Synod of each Province.
b.
Three (3) Members-At-Large shall be elected by ballot at the
Spring Board Meeting in the second year of the triennium, by the members of the
United Thank Offering Board.
c.
One (1) Executive Council member shall be appointed jointly
by the President and Vice President of the Executive Council of the Domestic
and Foreign Missionary Society DFMS.
Section
4:
All members shall be elected for a term of three (3) years and assume office immediately
following the Triennial Meeting of the Episcopal Church Women General
Convention of The Episcopal Church.
Section
5:
No member shall serve more than two (2) consecutive terms, unless fulfilling an
unexpired term of eighteen (18) months or less.
Section
6:
A member filling an unexpired term of fewer than eighteen (18) months is
eligible to serve two (2) additional terms.
Section
7:
ARTICLE
XI Disciplinary Action a. Disciplinary action shall be
enforced A Board member may be removed for the following reasons:
a.
Failure or refusal to adhere to the Board’s United
Thank Offering Bylaws, United Thank Offering Policies and
Procedures, United Thank Offering Oath of Confidentiality and the
Constitutions and Canons of The Episcopal Church; the Bylaws and Policies
and Procedures of DFMS; the Domestic and Foreign Missionary Society.
b.
Committing a breach of confidentiality;
c.
Consistently failing or refusing to perform the duties
assigned by the President, Executive Committee and Committee(s) Convener(s);
d.
Exhibiting combative, obstructive and unethical behavior; Consistent
pattern of behavior unbecoming a Board Member; and
e.
Failing Failure to satisfy
meet United Thank Offering Board member qualifications.
f.
Removal of a Board Member for all of the above reasons shall
be accomplished by a recommendation by the President, vote of the Executive
Committee and vote of the full Board.
The President shall provide the Board Member subject to removal written notice
of the charge(s) at least fifteen (15) days prior to the meeting of the
Executive Committee on which the matter is scheduled. The Board Member may appeal in writing to the Executive Committee
seven (7) days before the scheduled meeting.
The Executive Committee must respond before the next full Board meeting,
or within (10) days whichever is sooner.
If the appeal to the Executive Committee is denied, or if no timely
appeal is submitted, the proposed removal shall be subject to a vote at the
next regular Board meeting. Removal shall require a majority vote by the Board.
ARTICLE
VI
Officers
Section
1:
The Officers of the United Thank Offering Board shall consist of a
President, Vice President and Secretary. and Finance Officer.
Section
2:
The Officers of the United Thank Offering Board shall be elected as
follows:
a.
The President-Elect shall be elected at the last
official United Thank Offering Board Meeting held in the Spring of
the third year of the triennium prior to General Convention of The
Episcopal Church by the current United Thank Offering Board.
1) Nominees for
the office of President-Elect shall be persons elected to serve the next
triennium either as UTO Province Representatives or Members-At-Large.
They must have served at least one year on the United Thank Offering
Board prior to election.
2) Election shall
be by a majority vote of the voting United Thank Offering Board Members
present.
3) The President-Elect
will assume office immediately following the Triennial Meeting General
Convention of The Episcopal Church.
b.
Election of Vice President and Secretary and
Finance Officer shall be by ballot.
1) Election shall
occur at the first meeting of the United Thank Offering Board following
the Triennial Meeting General Convention of the Episcopal Church.
2) All United
Thank Offering Board members except the President may be considered
nominees for these offices, subject to the one year requirement set forth in
Section 2(a)(1) of this Article.
3) Voting shall
proceed with one (1) position at a time in the following order: Vice President and
Secretary. and Finance Officer.
4) The first
ballot shall have the position and names of those willing to serve. Any nominee
receiving the majority of votes shall be elected. In any election of officers,
following the second ballot, if there is no election, the candidate receiving
the lowest number of votes will be removed from the list of candidates and the
remaining candidates will be placed on the next ballot, and in like manner
following each successive vote required the candidate receiving the lowest
number of votes will be removed from the list of candidates on the next ballot.
In the case of a tie between two candidates, unresolved after the next ballot,
the President shall cast a single vote for one of the two candidates. Those
persons elected shall assume office immediately upon approval by the
Executive Council of The Episcopal Church.
Section
3:
All Officers shall be elected for a term of three (3) years or until their
successor(s) is/are elected.
Section
4:
Duties of the Officers shall include (but not limited to):
a.
The President shall
2) The President
shall
preside at all meetings of the United Thank Offering Board including
Special Meeting(s), Executive Committee Meeting(s) and United Thank Offering
Board meetings held during the Triennial Meeting. The President may
delegate his or her authority to preside at such meetings to any other
Executive Committee Member of the United Thank Offering Board. The
President shall be responsible for the functioning of the organization and
duties shall include (but not limited to):
3) Oversee the
implementation of actions taken by the Board.
4) Appoint all
committees and chairpersons after consultation with the Executive Committee;
5) Prepare meeting
agendas in cooperation with the other Executive Committee members and the
Mission Department;
6) Submit an
Annual Report of the organization to the Executive Council of The Episcopal
Church DFMS regarding the granting process and the minutes following
each meeting of the United Thank Offering Board;
7) Publicly
represent the United Thank Offering Board when called upon to do
so by DFMS staff or appoint a Board member as a representative;
8) Serve as a
member of the Joint Committee for United Thank Offering the Board
and the National Episcopal Church Women Boards;
9)
The Board President shall from time to time meet with the
Officers of DFMS and the person who shall be designated the United Thank
Offering Missioner.
b.
The Vice President shall
1)
preside at all meetings of the United Thank Offering
Board in the absence of the President, or at the request of the President.
Duties shall include:
2)
Make provisions for devotions at all meetings and see that
spiritual focus is maintained;
3)
Perform such other duties as may be required by the
Bylaws, other rules of the organization or as requested by the President or
Board.
c. The Secretary shall
1) see that
accurate minutes are taken, approved by the Board, posted for Executive Council
and preserved in the records of the Board and the Archives of DFMS. shall
keep complete, recorded (taped), typed and accurate records of minutes of all
meetings of The Board,
2) shall keep a
record of accurate addresses of Board members in order to give and serve
notices of meetings, and have charge of the Minutes book, and shall
3) perform such
other duties and have such other powers as may from time to time be delegated
to her by the President or the Board.
Section
5:
Vacancies shall be handled as follows: The office of President shall be filled
by the Vice President and the positions of Vice President and Secretary and
Finance Officer shall be elected by the members of the United
Thank Offering Board.
Section
6:
Any officer assistant officer and/or agent elected by the United Thank
Offering Board will be removed from the United Thank Offering Board by a
majority vote of the United Thank Offering Board, whenever in its judgment the
best interests of United Thank Offering will be served thereby. elected
by the Board may be removed from the Board by a majority vote.
ARTICLE
VII
Section
1:
Committees of the Board The United Thank Offering Board by resolution
adopted by the entire Board may designate one or more committees, including an
Executive Committee which shall have the full power and authority of the Board
except as limited in these Bylaws. Each such committee shall consist of at
least three (3) United Thank Offering Board members. Each such
committee, to the extent provided herein or in such resolution, shall have the
authority of The United Thank Offering Board. However, no such committee shall
have authority as to any of the following matters.
Section
2:
The Executive Committee shall
a.
consist of the President, Vice President and
Secretary and Finance Officer.
b.
Section 2: have its meetings called by the
President or by the written request of two (2) members of the Committee.
c.
have the Secretary keep minutes of all Executive
Committee Meetings.
d.
Section 3: The Executive Committee act for
the United Thank Offering Board between meetings. It shall have the
authority to handle policy pertaining to the operations, structure and finances
of the Board United Thank Offering. It shall have authority to
designate expenditures pertaining to previously awarded grants. The
Executive Committee shall not modify any action taken by the United Thank
Offering Board regarding the nature of grant awards.
e.
fill any vacancies on a committee and may in its discretion
change the designation or number of members serving on a committee.
Section
3:
Continuing Review - The Continuing Review Committee shall monitor and provide
continuing evaluation of the work in all areas of the Board United
Thank Offering.
Section
4:
Diocesan Network - The Diocesan Network Committee, with the oversight of the
DFMS staff, shall be responsible for the expansion of support at every
level of leadership throughout The Episcopal Church, including but not limited
to the UTO Diocesan Coordinator network.
Section
5:
Face To Face – The Face To Face Committee, with the oversight DFMS staff,
shall be responsible for developing, organizing and implementing training for
United Thank Offering Diocesan Coordinators and others.
Section
6:
Memorial and Gift Trust Fund - The Memorial and Gift Trust Fund Committee shall
be responsible for the promotion of the Memorial and Gift Trust Fund. and
maintenance of appropriate records.
Section
7:
Triennial Meeting - The Triennial Meeting Subcommittee, with the oversight of DFMS staff, shall oversee the planning and
implementation of the various presentations and activities of United Thank
Offering related functions held at the Triennial Meeting.
Section
8:
Special committees shall be appointed by the President with the approval of the
United Thank Offering Executive Committee and/or United Thank
Offering the Board.
ARTICLE
VIII
Bylaws
Approval and Amendments
ARTICLE
IX
ARTICLE
X
Parliamentary
Authority
The next section is the United Thank Offering Board By-Laws. The By-Laws were approved in 2011 by the Executive Council, accepted at the 2012 General Convention, and is part of the 2012 Blue Book.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
UNITED THANK OFFERING
BOARD BYLAWS
ARTICLE I
Name
Section 1: The
name of the organization shall be “United Thank Offering”.
ARTICLE II
Purpose
Section 1: The
purpose and aim of United Thank Offering shall be benevolent and/or charitable,
education, granting and social, offering through a daily ministry of prayer and
gratitude for blessings tangible support for the work of the church throughout
the world.
ARTICLE III
Membership
Section 1: The
membership shall consist of one (1) Representative from each of the nine (9)
Provinces of The Episcopal Church, three (3) Members-At-Large, two (2)
Appointed Members and one (1) member of the Executive Council.
Section 2: All
members shall be confirmed members of The Episcopal Church.
Section 3: The membership shall be elected as
follows:
a. The nine (9) Province Representatives
shall be elected during the Provincial Meeting of each Province.
b. Three (3) Members-At-Large shall be
elected by ballot at the Spring Board Meeting in the second year of the
triennium, by the members of the United Thank Offering Board.
c. One (1) Executive Council member shall
be appointed jointly by the President and Vice President of the Executive
Council of the Domestic and Foreign Missionary Society.
d. Two (2) Appointed Members shall be
appointed jointly by the President and Vice President of the Executive Council
of the Domestic and Foreign Missionary Society and the President of United
Thank Offering.
Section 4: All
members shall be elected for a term of three (3) years and assume office
immediately following the Triennial Meeting of the Episcopal Church Women.
Section 5: No
member shall serve more than two (2) consecutive terms, unless fulfilling an
unexpired term of eighteen (18) months or less.
Section 6: A
member filling an unexpired term of fewer than eighteen (18) months is eligible
to serve two (2) additional terms.
Section 7: Members
of the United Thank Offering shall constitute the United Thank Offering Board.
ARTICLE IV
Officers
Section 1: The
Officers of the United Thank Offering Board shall consist of a President, Vice
President, Secretary and Finance Officer.
Section 2: The
Officers of the United Thank Offering Board shall be elected as follows:
a. The President shall be elected at the
last official United Thank Offering Board Meeting held in the Spring of the
third year of the triennium by the current United Thank Offering Board.
1. Nominees for the office of President
shall be persons elected to serve the next triennium either as UTO Province
Representatives or Members-At-Large. They must have served at least one year on
the United Thank Offering Board prior to election.
2. Election shall be by a majority vote of
the voting United Thank Offering Board Members present.
3. The President will assume office
immediately following the Triennial Meeting.
b. Election of Vice President, Secretary
and Finance Officer shall be by ballot.
1.
Election shall occur at the first meeting of the United Thank
Offering Board following the Triennial Meeting.
2.
All United Thank Offering Board members except the President
may be considered nominees for these offices.
3.
Voting shall proceed with one (1) position at a time in the
following order: Vice President, Secretary and Finance Officer.
4.
The first ballot shall have the position and names of those
willing to serve. Any nominee receiving
the majority of votes shall be elected. In
any election of officers, following the second ballot, if there is no election,
the candidate receiving the lowest number of votes will be removed from the
list of candidates and the remaining candidates will be placed on the next
ballot, and in like manner following each successive vote required the candidate
receiving the lowest number of votes will be removed from the list of
candidates on the next ballot. In the case of a tie between two candidates,
unresolved after the next ballot, the President shall cast a single vote for
one of the two candidates. Those persons elected shall assume office immediately.
Section 3: All
Officers shall be elected for a term of three (3) years or until their
successor(s) is/are elected.
Section 4: Duties
of the Officers shall include (but not limited to):
a. The President shall be the Chief
Executive Officer and shall be responsible for the administration of Board
Bylaws and Policies and Procedures.
The President shall preside at all meetings of the United Thank Offering
Board including Special Meeting(s), Executive Committee Meeting(s) and United
Thank Offering meetings held during the Triennial Meeting. The President may delegate his or her
authority to preside at such meetings to any other Executive Committee Member
of the United Thank Offering Board.
The President shall be responsible for the functioning of the
organization and duties shall include (but not limited to):
1. Appoint all committees and chairpersons
after consultation with the Executive Committee;
2. Prepare meeting agendas in cooperation
with the other Executive Committee members;
3. Submit an Annual Report of the
organization to the Executive Council of The Episcopal Church;
4. Publicly represent United Thank
Offering when called upon to do so or appoint a Board member as a
representative;
5. Serve as a member of the Joint Committee
for United Thank Offering and National Episcopal Church Women Boards;
6. Communicate with other organizations
within The Episcopal Church and with ecumenical and other groups; and
7. Perform such other duties as may be
required by the Bylaws, and other rules of the organization as requested by the
United Thank Offering Board.
b. The Vice President shall preside at all
meetings of the United Thank Offering Board in the absence of the President, or
at the request of the President. Duties
shall include:
1. Arrange United Thank Offering Board and
Executive Committee Meeting locations and site preparations in consultation
with the Executive Committee;
2. Make provisions for devotions at all
meetings and see that spiritual focus is maintained;
3. Assist in preparation of meeting
agendas; and
4. Perform such other duties as may be
required by the Bylaws, other rules of the organization or as requested by the
President or Board.
c. The Secretary shall keep complete,
recorded (taped), typed and accurate records of minutes of all meetings of the
Board, shall give and serve notices of meetings, and have charge of the Minutes
book, and shall perform such other duties and have such other powers as may
from time to time be delegated to her by the President or Board.
d. The Finance Officer shall be charged
with the management of the financial affairs of the organization, acting under
the supervision or direction of the President.
The Finance Officer shall in general perform all the duties incident to
that office and such other duties as from time to time may be assigned to her
by the President or the Board. The
Finance Officer shall not be authorized to open a checking, savings or any
other account(s) with any banking and/or financial institution on behalf of
United Thank Offering. The Finance
Officer shall render at stated periods as the Board shall determine a written
account of the finances of the organization and such report shall be physically
affixed to the minutes of the Board of such meeting. All accounting ledgers shall be available for review by the Board
at all times. The Finance Officer
shall:
1. Assure United Thank Offering operates
in accordance with the financial practices and guidelines of the Domestic and
Foreign Missionary Society (DFMS);
2. Have thorough understanding of the
“accounting practices and procedures” used by the Domestic and Foreign
Missionary Society (DFMS);
3. Serve as Chairman of the Finance
Committee;
4. Collect, process, approve and retain a
file copy of all reimbursement documentation before forwarding to the United
Thank Offering Coordinator for delivery to the Chief Financial Officer of The
Episcopal Church for distribution of payment.
5. Educate United Thank Offering Board Members
on financial and budgetary matters.
6. Assist in preparation of Board Meeting
Agendas;
7. Responsible for providing records for
an annual audit of United Thank Offerings finances as required by the Domestic
and Foreign Missionary Society (DFMS);
8. Present a Triennium Budget for approval
by the United Thank Offering Board;
9. Perform other duties as required in the
Bylaws, other rules of the organization, or as requested by the President or
the United Thank Offering Board.
Section 5: Vacancies
shall be handled as follows: The office of President shall be filled by the
Vice President and the positions of Vice President, Secretary and Finance
Officer shall be elected by the members of the United Thank Offering Board.
Section 6: Any
officer, assistant officer and/or agent elected by the United Thank Offering
Board will be removed from the United Thank Offering Board by a majority vote
of the United Thank Offering Board, whenever in its judgment the best interests
of United Thank Offering will be served thereby.
Section 7: The
other officers, if any, shall perform such duties as are generally performed by
officers with equivalent restrictions on title, if any, and shall perform such
other duties and exercise such other powers as the President or majority of the
Board shall request and/or delegate.
ARTICLE V
Meetings
Section 1: There
shall be at least two (2) meetings per year of the United Thank Offering Board.
All meetings of the United Thank Offering Board are mandatory.
Section 2: The
first scheduled United Thank Offering Board Meeting after the Triennial Meeting
shall include orientation and training.
Section 3: Special
Meetings of the United Thank Offering Board may be called at any time by the
President or by five (5) members of the Board.
All members shall be given at least twenty-one (21) days’ notice of
Annual Meeting and at least seven (7) days’ notice of Special Meeting.
Notice of meetings may be given personally or by first class mail, email,
telegram, cablegram, telex or facsimile transmission and shall be deemed given
when mailed or when the telegram, cablegram, telex or facsimile transmission is
sent, addressed to the member at his or her business or residence. No other business but that specified in the
notice may be transacted at such Special Meeting without consent of at least
seventy-five percent (75%) of Board members present at such meeting, except
Business associated with removal of Board member or Officer of the Board or
election of Officer(s). The removal of Board member(s), Officer(s) of the Board
or amendments to the Bylaws shall be transacted only in notice. Notice of any such meeting or of the purpose
of a Special Meeting may be waived by an instrument in writing. Attendance of a
Board Member at a meeting shall constitute a waiver of notice of such meeting
and waiver of any and all objections to the place of the meeting, the time of
the meeting, the manner in which it has been called or convened, and of notice
of the purpose of the meeting, except when a Member states, at the beginning of
the meeting, any such objections or objections to the transactions of the
business. Any meeting of the United
Thank Offering Board may be held within or outside these United States of America,
such place as may be determined by the President and/or Vice President of the
United Thank Offering Board.
Section 4: Members
of the United Thank Offering Board or any committee thereof may participate in
any meeting of the United Thank Offering Board or any committee thereof by means
of conference telephone or similar communication equipment of which all persons
participating in the meeting can hear each other and such participation in a
meeting shall constitute presence in person at such meeting.
Section 5: Each
voting Member of the United Thank Offering Board shall be allowed to vote
either in person or by signed and notarized proxy. Proxies shall be accepted ONLY in the case of medical or family
emergencies.
Section 6: Regular
business presented at United Thank Offering Board Meetings shall be decided by
a majority vote of those Members present.
Section 7: A
quorum for the transaction of any business shall be seventy-five percent (75%)
of the United Thank Offering Board. If
a quorum is present and except otherwise specifically provided in these Bylaws,
the United Thank Offering Board may act upon a majority vote of the United
Thank Offering Board members present at the meeting. Every member of the United
Thank Offering Board shall have one vote.
ARTICLE VI
Business
Section 1: These
Bylaws shall become effective upon their approval by a majority of the members
of the United Thank Offering Board and subsequent approval by the Executive
Council of The Episcopal Church.
Section 2: The
affairs of United Thank Offering shall be controlled and administered by the
United Thank Offering Board, consisting of fifteen (15) members as set forth in
Articles II and III.
Section 3: The
United Thank Offering shall conduct all business within accordance to The
Constitution and Canons of the Episcopal Church, policies of the Domestic and
Foreign Missionary Society, Memorandum(s) of Understanding(s)/Letter(s) of
Agreement(s) between the Domestic and Foreign Missionary Society and United
Thank Offering and the Bylaws and Policies and Procedures of the United Thank
Offering; shall be accountable to the Executive Council and General Convention
regarding the business of United Thank Offering and submit a written report(s)
concerning said business.
Section 4: The
United Thank Offering shall present the names of those elected to the United
Thank Offering Board to the first meeting of the Executive Council of the
Episcopal Church following General Convention for confirmation.
Section 5: The
United Thank Offering Board shall (but is not limited to):
a.. develop and implement strategic plans,
policies and criteria;
b. provide education for the United Thank
Offering network;
c. plan communication strategy;
d.. provide tools and materials;
e. attend all Board meetings and any
special meetings or training for the organization;
f. serve as Triennial Meeting delegates;
g. award United Thank Offering grants; and
h. publish Annual Reports of United Thank
Offering Board activities.
Section 6: Any
and all Ingatherings contributions and interest earned thereon shall belong to
United Thank Offering and will be distributed through awarded grants only.
Section 7: The
President, Vice President and Finance Officer of the United Thank Offering
Board shall review contract(s) for vendors at the approval and direction of
said Board, in the name of and on behalf of United Thank Offering and such
authority may be general or defined in specific instances as authorized by
these Bylaws. Document(s) shall be submitted
after review of the Legal Department of the Domestic and Foreign Missionary
Society and approval of the United Thank Offering Board to the appropriate
signatory for the Domestic and Foreign Missionary Society and United Thank
Offering Board.
Section 8: The
United Thank Offering Board shall keep correct and complete books and records
of account and also shall keep minutes of all United Thank Offering
proceedings, to include committees having any of the authority of the United
Thank Offering Board and shall keep at its principal office a record giving
names, addresses and telephone numbers of current United Thank Offering Board
Members.
Section 9: The
United Thank Offering Board by resolution adopted by the entire Board may
designate one or more committees, including an Executive Committee which shall
have the full power and authority of the Board except as limited in these
Bylaws. Each such committee shall consist of at least three (3) United Thank
Offering Board members. Each such
committee, to the extent provided herein or in such resolution, shall have the
authority of the United Thank Offering Board. However, no such committee shall
have authority as to any of the following matters.
a. The dissolution, merger or
consolidation of the organization;
b. the designation of any such committee
or changing the number of members of the United Thank Offering Board or the
filling of vacancies in any committee;
c. the amendment or repeal of these Bylaws
or the adoption of new Bylaws;
d. the amendment or repeal of an
resolution of the United Thank Offering Board that by its terms cannot be
amended or repealed except by the action of the United Thank Offering Board.
Section 10: The
United Thank Offering Board shall interpret the United Thank Offering Bylaws.
The United Thank Offering Board’s decision being final except in the matters
affected by the Constitution and Canons of The Episcopal Church and the Bylaws
and Policies of the Domestic and Foreign Missionary Society of the Protestant
Episcopal Church in the United States of America.
Section 11: Members
of the United Thank Offering shall not be entitled to compensation for their
services as members. By resolution of
the Board, either specific and limited or general and continuing, reasonable
travel, hotel and other expenses may be allowed for attending and returning
from any meeting of the United Thank Offering Board or for attending and
returning from any meeting of the Executive or any other Committees or in
connection with the affairs of the United Thank Offering as provided in the
Policies and Procedures. A member shall
be barred from serving United Thank Offering in any other capacity and
receiving reasonable compensation for such other services.
Section 12: Vacancies
created by the death, resignation, incapacity of any Board member, shall be
filled by the Province the person represents or by the United Thank Offering
Board in the case of a Member-At-Large or by the Presiding Bishop in the case
of the Executive Council member and by the Presiding Bishop, President of the
House of Deputies and United Thank Offering President in case of an Appointed
Member.
a. When a Member-At-Large is replaced, the
person must be from a Province that does not currently have a Member-At-Large
and the vacancy caused by moving a Province Representative to a Member-At-Large
slot will necessitate following procedure for Province to select a new Province
Representative.
Section 13: Upon
liquidation or cessation of the activities of United Thank Offering, the assets
(physical, financial and intellectual), will revert to the Domestic and Foreign
Missionary Society and shall be used first to satisfy all debts and other
encumbrances against United Thank Offering.
a. To the extent not used as indicated
above, all Ingathering contributions and interest earned therein shall be used
for missionary work; and
b. Trust Funds will be resolved in
accordance with the trust and fiduciary responsibilities of the Trustees.
Section 14: Any
action required to be taken at a meeting of the United Thank Offering Board, or
any action that may be taken at a meeting of the United Thank Offering Board,
may be taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all the Board members and be filed with the
minutes of the proceedings.
ARTICLE VII
Executive Committee
Section 1: The
Executive Committee shall consist of the President, Vice President, Secretary
and Finance Officer.
Section 2: Meetings
shall be called by the President or by the written request of two (2) members
of the committee. The Secretary shall
keep minutes of all Executive Committee Meetings.
Section 3: The
Executive Committee shall act for the United Thank Offering Board between
meetings. It shall have the authority
to handle policy pertaining to the operations, structure and finances of United
Thank Offering. It shall have authority
to designate expenditures pertaining to previously awarded grants. The Executive Committee shall not modify any
action taken by the United Thank Offering Board.
ARTICLE VIII
Committees
Section 1: Communications
- The Communications Committee shall be responsible for communicating United
Thank Offerings purpose and work to varied publics through its printed
inspirational materials, electronic means, audiovisual productions and
publications.
Section 2: Continuing
Review - The Continuing Review Committee shall monitor and provide continuing
evaluation of the work in all areas of United Thank Offering.
Section 3: Covenant
Network - The Covenant Network Committee shall be responsible for
communications between all autonomous provinces formerly of The Episcopal
Church, those who are emerging as autonomous.
Section 4: Diocesan
Network - The Diocesan Network Committee shall be responsible for the expansion
of support at every level of leadership throughout The Episcopal Church,
including but not limited to the UTO Diocesan Coordinator network.
Section 5: Face
To Face – The Face To Face Committee shall be responsible for developing,
organizing and implementing training for United Thank Offering Diocesan
Coordinators and others.
Section 6: Finance
- The Finance Committee shall be responsible for reviewing and accounting for
all United Thank Offering finances, as well as preparing a budget for each
triennium.
Section 7: Grant
- The Grant Committee shall be responsible for reviewing applications, printing
educational materials, providing training and the preparation and distribution
of Granting materials.
Section 8: Memorial
and Gift Trust Fund - The Memorial and Gift Trust Fund Committee shall be
responsible for the promotion of the Memorial and Gift Trust Fund and
maintenance of appropriate records.
Section 9: Triennial
Meeting - The Triennial Meeting Subcommittees shall oversee the planning and
implementation of the various presentations and activities of United Thank
Offering related functions held at the Triennial Meeting.
Section 10: Special
committees shall be appointed by the President with the approval of the United
Thank Offering Executive and/or United Thank Offering Board.
ARTICLE IX
Staff
Section 1: The
United Thank Offering Board President will from time to time meet with the
Officers of the Domestic and Foreign Missionary Society (DFMS) and the person
who shall be designated the United Thank Offering Coordinator.
Section 2: United
Thank Offering shall have an office at the principle location of the Domestic
and Foreign Missionary Society.
Section 3: The
United Thank Offering Coordinator shall be responsible to the United Thank
Offering Board and the Officers of the Domestic and Foreign Missionary Society
(DFMS) for work undertaken on the basis of a Letter of Agreement at the time of
appointment or renewal of appointment and in concert with a Memorandum of
Understanding between the United Thank Offering Board and the Officers of the
Domestic and Foreign Missionary Society (DFMS) concerning the responsibilities
of the Coordinator as a member of the Staff of the Domestic and Foreign Missionary
Society and as the United Thank Offering Coordinator.
Section 4: The
United Thank Offering Coordinator serves at the will of the United Thank
Offering Board and the Officers of the Domestic and Foreign Missionary Society,
subject to the personnel policies and procedures of the Domestic and Foreign
Missionary Society and applicable state laws.
ARTICLE X
Conflict of Interest
Section 1: In
all business relationship established on behalf of United Thank Offering no
member of the United Thank Offering Board shall or will inappropriately benefit
or accept personal gain per the United Thank Offering.
Section 2: All
in authority shall protect the interest of United Thank Offering and its
reputation against actual or potential conflicting interests of outside
parties, as well as any participants.
Section 3: All
in authority shall avoid personal transactions or situations in which conflicts
or situations might be construed as conflicting with United Thank Offering.
Section 4: All
business of the United Thank Offering Board requires prior approval. No business is to be transacted on behalf of
United Thank Offering without the knowledge of the United Thank Offering Board President
and/or the United Thank Offering Board Executive Committee. Should a United Thank
Offering Board Member deliberately disregard these rules and/or regulations of
the United Thank Offering, legal action will be taken.
ARTICLE XI
Disciplinary Action
Section 1: Disciplinary
action shall be enforced for the following reasons:
a. Failure
or refusal to adhere to the United Thank Offering Bylaws, United Thank Offering
Policies and Procedures, United Thank Offering Oath of Confidentiality and the
Policies of the Domestic and Foreign Missionary Society.
b. Consistently failing or refusing to
perform the duties assigned by the President, Executive Committee and
Committee(s) Convener(s);
c. Exhibiting combative, obstructive and
unethical behavior; and
d. Failing to meet United Thank Offering
Board member qualifications.
Section 2: Strongly
felt disagreements or unpopular viewpoints are not grounds for Board dismissal
however, if the Board member continuously disrupt meetings, that Board member
shall be removed from the United Thank Offering Board.
Section 3: A
United Thank Offering Board member shall be removed by a majority vote of the
United Thank Offering Board at a Regular Board Meeting.
ARTICLE XII
Amendment
Section 1: The
United Thank Offering Board may propose amendments to the Bylaws, with such
amendments to be adopted by the United Thank Offering Board, if there is a
two-thirds (⅔) vote of approval by the United Thank Offering Board and
subsequent approval by the Executive Council of The Episcopal Church; provided,
however, that the Bylaws at no time shall contain any provision, inconsistent
with law, the Constitution and Canons of The Episcopal Church or policies of
the Domestic and Foreign Society.
ARTICLE XIII
Intellectual Properties
Section 1: All
official pins, trademarks, copyrighted works, and other intellectual properties
used or distributed by United Thank Offering shall be approved by the United
Thank Offering Board.
ARTICLE XIV
Parliamentary Authority
Section 1: The current
editions of Robert’s Rules of Order Newly Revised shall be the
Parliamentary Authority for all matters of procedure not specifically
covered
by the Bylaws or special rules of order adopted by the United Thank
Offering.
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