Bylaws of the Ethical Society
of Austin
(as amended October 24, 2007)
Preamble.
The Ethical Society of Austin
is a humanistic religious organization inspired by the ideal that the
supreme aim of human life is working to create a more humane society.
Our faith is in the responsibility and capacity of human beings to act
in their personal relationships and in the larger community to help
create a better world. Our commitment is to the worth and dignity of
the individual, and to treating each human being so as to bring out
the best in him or her. Members join together to assist each other in
developing ethical ideas and ideals, to celebrate life’s joys and
support each other through life’s crises, and to work together to
improve our world and the worlds of our children.
Article 1. The American Ethical
Union
Section 1 - Affiliation.
The Ethical Society of Austin
shall be a member of the American Ethical Union.
Section 2. Obligations.
The Ethical Society of Austin
participates in the formation and carrying out of the policies of the
American Ethical Union. It recognizes, with other Ethical Societies
and with the American Ethical Union, responsibility for the support
of the Ethical Culture Movement, nationally and internationally.
Article II. Membership
Section 1 - Eligibility.
Any person sixteen years or
older, or a graduate of an Ethical Society Sunday School, sympathizing
with and willing to support the aims of the Ethical Culture Movement
and of this Society, making written application for membership will,
subject to an appropriate interview, be eligible for election to membership
in the Society by the Board of Trustees.
Section 2 - Contributions.
Financial support of the Society,
according to the ability of the member, is a responsibility of membership.
The case of members who have made no annual financial contribution or
in kind contribution in any fiscal year shall be submitted to the Board
of Trustees by the Treasurer to determine whether they should continue
to be carried on the membership roll of the Society.
Article III - Fiscal Year.
The fiscal year of the Society
shall run from January 1 to December 31.
Article IV - Board of Trustees.
Section 1. General.
There shall be a Board of Trustees,
composed of not more than eight persons elected by the membership of
the Society, together with not more than four additional members who
may be appointed to the Board by the elected members of the Board. All
members of the Society (except incumbent Leaders or Acting Leaders of
the Society) shall be eligible for election or appointment to the Board.
Only members of the Society shall be eligible for election or appointment
to the Board. Each incumbent Leader and Acting Leader shall be an ex-officio
member of the Board without a vote.
The term of office of all Trustees
shall be for two years and all Trustees shall be eligible for reelection
for one (1) additional successive term. A Trustee having served for
a total of two (2) successive terms shall not be eligible for election
for at least one year.
Section 2. Elections.
Beginning at the first election
of a Board of Trustees following the adoption of these bylaws, the seats
on the Board shall be divided into two separate classes, with the term
of the first class ending one year from the date of election and the
term of the second class ending two years from the date of election,
with rotations thereafter providing for election of one-half of the
Board of Trustees each year.
If a Board member departs the
Board before the end of his or her term, the Board, after consulting
with the members of the most recently constituted nominating committee,
may appoint a replacement, who shall fill the remainder of the departing
member’s term.
Each year, the President shall,
with the approval of the Board of Trustees, appoint a Board Development/
Nominating Committee of four members of the Society. The Board Development/
Nominating Committee shall establish procedures for the identification
of qualified individuals for Trustees. This Committee shall prepare
a slate of candidates, which shall be announced to the membership by
mail on or before July 1. Additional nominations may be made by signed
petition of ten members or 10 percent of the membership, whichever is
smaller, provided that such petition is delivered to an officer of the
Society by July 15. The deliberations of the Board Development Committee
shall be confidential.
Ballots listing all nominees
shall be mailed to the membership at least two weeks in advance of the
September Membership Meeting. Ballots will be returned to the Secretary
and counted at the September Membership Meeting. Any member of the Society
may observe the counting of the ballots. Secrecy of the balloting shall
be preserved at all times. The candidates receiving the highest vote
shall be declared elected. In the case of a tie for election to the
Board, all persons so tied shall be elected Trustees.
Section 3. Officers and Appointed
Members.
The President, Vice President,
Secretary, and Treasurer shall be elected by the Board of Trustees from
among its members. The President and Vice President must be elected
members of the Board.
Other than incumbent leaders
or acting leaders of the Society, no person receiving a salary from
the Society shall be a member of the Board, except that Board members
may receive a stipend for teaching a course.
Officers shall be elected each
year. All Officers shall hold office for a one year term and may be
elected to hold office in any of the next three succeeding years, but
not to exceed their membership on the Board of Trustees.
Section 4. Duties of the Board
of Trustees.
The duties of the Board of
Trustees shall be to manage the affairs of the Society and to act for
it between Membership Meetings. Members of the Board shall make themselves
reasonably available to any member of the Society desiring to consult
with them about Society business.
Section 5. Meetings of the
Board of Trustees.
A. The Board of Trustees shall
meet as often as necessary, normally monthly, but at least six times
per year. The regular date and time of meetings shall be determined
by each Board. Each Board at the first meeting following its elections
shall decide what procedure the President is to follow in the event
that problems arise requiring the action of the Society between regular
Board meetings. The agenda of the next regular Board meeting shall include
a report of such actions.
B. The quorum for a Board of
Trustees meeting shall be determined as follows: (1) If the number of
elected and appointed members is eight or more, then a quorum shall
consist of six members; (2) If the number of elected and appointed members
is seven, then a quorum shall consist of five members; (3) If the number
of elected and appointed members is four, five, or six, then a quorum
shall consist of four members.
Section 6. Committees - The
work of the Society shall be carried on through such Committees as may
be deemed necessary by the Board of Trustees. The Board shall establish
the responsibilities of each Committee, which shall stand unless amended
by subsequent Board action.
A. The President shall appoint,
with Board approval, the chair of each committee. Except as provided
by the Bylaws or the Board, the Chair of each Committee shall appoint
the members of the Committee. The President shall have the authority
to remove any committee chair or member for or without cause. Except
as required by these bylaws or the Board of Trustees, the Chairs, Vice
Chairs, Immediate Past chairs, and members of all standing committees,
special committees, and task forces serve at the pleasure of the President.
B. No person shall continue
as a member of a standing committee for more than six consecutive years.
However, under exigent circumstances, the Board of Trustees may waive
this term limit.
C. No Committee or employee
of the Society shall exceed the budget approved by the membership at
a Membership Meeting without the prior approval of the Board.
Section 2. Leadership Committee.
Whenever the Society has a
Leader, there shall be a Leadership Committee composed of not less than
three members, the majority to be members not serving on the Board of
Trustees, to be appointed by the President with the approval of the
Board. The Leadership Committee shall be responsible for recommending
the duties, priorities, and compensation of each Leader; advising each
Leader regarding his or her performance, including the views of the
membership; and evaluating each Leader’s performance at least annually.
When instructed by the Board or the membership, the Leadership Committee
shall also coordinate the search for a Leader and make appropriate recommendations
to the Board.
Article VI - Officers.
The Officers of the Society
shall be guided in the performance of their duties by the authority
and responsibilities of their several positions as indicated below:
Section 1. President.
The President of the Society
is responsible to the membership for the work of the Board of Trustees
and to the Board for the work of the Committees; appoints (and may remove)
chairmen of Committees with the approval of the Board; serves as a member
ex officio of all Committees and shall be informed of their meetings
in advance; presides over Membership Meetings; rules on all questions
of parliamentary procedure, subject to reversal be a majority of the
body in session; and at Membership Meetings, makes the annual report
on behalf of the Board
Section 2. Vice President
The Vice President of the Society
acts for the President in the President’s absence and may serve for
the President in any capacity (as indicated in the bylaws) at the President’s
request.
Section 3. Secretary.
The Secretary of the Society
keeps minutes of the Membership Meetings and Board meetings; files copies
of all correspondence received or dispatched; and keeps a file of all
society documents, including Committee reports, mailing, and publicity
material.
Section 4. Treasurer.
The Treasurer of the Society
is responsible for the financial records of the Society, deposits of
cash received, and payment of bills upon proper authorization; and at
Membership Meetings, presents annual financial reports.
Article VII - Meetings of the
Society.
Section 1. Regular Membership
Meetings.
There shall be a Membership
Meeting each April at which all general and necessary business shall
be conducted. There shall be a Membership Meeting each September at
which elections to the Board of Trustees shall be held as provided in
Article IV, Section 2. The outgoing Board shall render an account of
its stewardship; the outgoing Treasurer shall make a financial report;
and the new Treasurer shall submit, for approval by the membership,
a budget, as approved by the Board.
Section 2. Special Membership
Meetings.
There may be additional Membership
Meetings on call of the President, the Board of Trustees, or by petition
of the members. A valid petition for a Membership Meeting shall consist
of the names of ten members or 10 per cent of the membership, whichever
is greater, and shall indicate the subject or subjects to be brought
up at the meeting.
Section 3. Notice of Meetings.
Written notice of the agenda,
time, and place of Membership Meetings shall be mailed to the membership
at least ten days in advance of the date set, which in the case of a
meeting by valid petition shall be within one month after presentation
of the petition to the Board of Trustees. At special meetings, action
shall be limited to the agenda announced.
Section 4. Quorum.
A quorum for Membership Meetings
of the Society shall be ten members or 10 per cent of the membership,
whichever is greater.
Section 5. Authority of Membership.
The membership may overrule
any action of the Board at any legally constituted Membership Meeting.
Once a membership vote has been taken, the Board of Trustees may never
override the membership, although this shall not preclude the Board
from proposing reconsideration by the membership.
Section 6. Absentee Voting.
For any Membership Meeting
the Board of Trustees may provide for absentee voting by including absentee
ballots with the mailed notice that Section 3 of Article VII requires.
Section 7. Voting by Proxy.
Whether or not the Board of
Trustees has provided for absentee voting, any member may appoint another
member as his or her proxy for voting at a Membership Meeting. The appointment
must be in writing and signed and dated by the appointing member. The
appointing document may, but need not, direct how the proxy shall vote
on one or more specified matters coming before the Membership Meeting.
A member may revoke his or her written proxy by: (A) appearing in person
at the Membership Meeting and casing his or her own vote; or (B) delivering
a written revocation of the proxy appointment to an officer of the Society;
or (C) appointing a new proxy in writing.
Article VIII - General Provisions.
Section 1. Voting.
Except as provided by these
bylaws or by the Board of Trustees in its rules for decisions of the
Board, all decisions shall be by majority vote.
Section 2. Groups.
Members desiring to meet together
regularly for the pursuit of some special interest may organize as a
Group of the Society, after a Statement of Purpose has been approved
by the Board of Trustees. Such groups shall not use the name of the
Society, nor announce affiliation with it, unless approval for such
use or announcement has been specifically given by the Board.
Section 3. Ethical Action Resolutions
and Projects.
The Board of Trustees shall
create appropriate Committees to make recommendations to it on ethical
action resolutions and projects. Such Committees may also implement
Board-approved ethical action resolutions and projects. A Committee
may not represent its views as those of the Ethical Society of Austin
without the permission of the Board or membership, and may be terminated
by a simple majority vote of either body.
Section 4. Internal Revenue
Regulations.
The Ethical Society of Austin
shall conduct its affairs in accordance with the provisions of the Internal
Revenue code and Internal Revenue Service regulations for non-profit
churches, as such provisions may be amended from time to time.
Section 5. Dissolution.
Upon dissolution of the Corporation,
its net assets shall be donated to the American Ethical Union, unless
the membership has voted to donate such net assets to another organization
qualifying as a nonprofit organization under Sec. 501(c)(3) or the Internal
Revenue Code.
Article IX - Amendments.
After proposed amendments to these Bylaws have been initialed by the Board of Trustees, or proposed to the Board by petition for a special Membership Meeting, as provided in Article VII, Section 2, a legally constituted Membership Meeting may amend these Bylaws by a two-thirds majority vote.