Revised February, 2006
Incorporated in Massachusetts, February, 1996
Interweave Continental is a membership organization actively working toward ending oppression based on sexual orientation and gender identity, recognizing that we will not be free until all oppression is a thing of the past. We are an affiliate organization of the Unitarian Universalist Association and UU principals guide our work. We value and affirm the lives and experience of Queer people of faith, regardless of their age, race, ethnicity, income level, and ability. By providing and supporting leadership and working in collaboration with other organizations of similar vision, we strive to connect and nurture all Queer individuals, communities, and groups and their allies.
This organization shall be known as Interweave Continental.
Interweave Continental shall be affiliated with the Unitarian Universalist Association as an Affiliate Organization.
1. The Board shall define categories of membership, the dues for which shall be set by the Board.
2. Individual members: Individuals who are in sympathy with the purpose of the organization may become voting members upon paying the required dues.
3. Group memberships and chapters: Groups who are in sympathy with the purpose of the organization may become chapters upon paying the required dues. The individual members of a chapter will be considered full members of Interweave Continental in all respects except as relates to voting (see Article V 2. c.).
4. Other memberships: The Board may determine other types and classes of membership, and determine the voting status and dues to be paid by such members.
1. There shall be an annual Convocation at which the membership shall exercise final authority on such matters as may properly come before the Convocation. To provide for the continuing program of the organization and to carry out the necessary business, the Convocation shall:
a. Receive reports of Officers and Committees and take action on recommendations.
b. Authorize expenditures by the adoption of a budget.
c. Ratify all association with other organizations. Such associations may be brought to the Convocation for ratification by the Board or by petition of the membership in accordance with provisions elsewhere herein.
d. Consider matters referred to it by the Board.
e. Act on proposed amendments to the Bylaws which have been submitted in accordance with provisions elsewhere herein.
3. The qualified voters at business meetings of the Convocation, with each entitled to one vote, shall be:
a. Members whose names are listed as current in the membership file of Interweave Continental thirty (30) days preceding the regular or special business meeting.
b. Members of the Board.
c. Qualified chapter delegates, determination of which shall be made by the Board and outlined in the Standard Operating Procedures.
4. There shall be no proxy voting.
5. The privilege of attending the Convocation and participating in the discussions without vote shall be extended to any Unitarian Universalist.
6. Sessions of the Convocation shall be held at such time and place in the United States or Canada, as the Board shall determine.
7. Written notice of each business meeting of the Convocation (or any business meeting) shall be sent to all Interweave chapters, members, Board members, and others directly concerned at least thirty (30) days in advance of the session. A postmark shall be accepted as complying with the required date of notification.
8. A quorum for the transaction of business at any business meeting shall be forty qualified voters. A quorum for the transaction of business at any session of the Convocation shall be forty (40) members or 10% of the members in good standing as of the first of February, whichever is less.
1. There shall be a Board of up to twelve (12) members, four of whom shall be the officers. They shall be elected in accordance with the provisions of Article IX. The Director of the UUA Office of Bisexual, Gay, Lesbian and Transgender Concerns shall be an ex-officio member of the Board. The immediate past president of the Board shall serve as an ex-officio member for one year.
2. The Officers shall be President, Vice-President, Secretary, and Treasurer.
3. Voting Board members and officers shall be dues paying members of Interweave Continental.
4. A Board member or officer who misses three (3) Board meetings consecutively shall be considered as having resigned from the Board.
5. Board members and officers may be removed from the Board by a two-thirds (2/3) vote of the members voting at a regularly constituted business meeting of Interweave Continental, provided a quorum is present.
6. Board members and officers are expected to take an active part in fundraising activities for Interweave Continental.
1. The Board shall:
a. Hold regular meetings between sessions of the Convocation at such time and place, as it shall determine. The Board shall convene its meetings in person, by conference call, by e-mail, or by such other methods of communications as it shall determine. Special meetings of the Board may be called by the President and shall be called upon written request of four Board members.
A quorum of the Board shall consist of seven (7) Board members or 60% of the Board, whichever is less. Notice of the meetings shall be sent not later than fourteen (14) days before Board meetings. A postmark shall be accepted as complying with the required date of notification.
Discussions and votes that may take place at a Board meeting may be held by voting in person, mail, e-mail, telephone, or other communication mode.
b. Be responsible for carrying out the directives of the Convocation.
(1) The Board shall develop the total program for Interweave Continental consistent with the action of the Convocation.
(a) It shall establish such committees as are necessary for recommending, implementing, and evaluating the program.
(b) It shall provide services to help chapters develop and carry out their own programs.
(c) It shall develop ways to help increase among the membership the skills required to carry positions of responsibility.
(d) It shall encourage geographic and special interest associations of chapters and members to serve their mutual interests.
(e) It shall foster cooperation with the UUA and related organizations at all levels, including local, district, and continental.
(f) It shall publish such materials as may be necessary to carry out the program and further the purpose of the organization being mindful of the need for confidentiality of some members of Interweave Continental.
(g) It may initiate associations with other organizations between Convocations, and shall bring all associations with other organizations to the Convocation for ratification, in accordance with provisions elsewhere herein.
(2) The Board shall manage the business and administrative affairs of the organization.
(a) It shall set the amount of membership dues.
(b) It shall make provision for the maintenance and operations of an office.
(c) It shall determine the time and place of sessions of the Convocation
(d) It shall designate the banking institutions in which funds of the organization shall be deposited and determine who shall be authorized to make withdrawals.
(e) It shall arrange for the bonding of such officers, employees, and other personnel as it may designate, in such amount or amounts and with such surety or sureties as it may determine.
(f) It shall determine policies with reference to the payment of expenses of officers and Board members, other volunteers, and staff in carrying out official assignments.
(g) It shall establish such committees, as it deems necessary to carry out and evaluate the details of the administrative affairs of the organization.
(h) It shall maintain a manual of Policies and Procedures, which shall be binding on volunteers and staff. It shall review this manual from time to time and make such alterations as are deemed advisable.
(i) In the event of the temporary absence or disability of an officer or member of the Board, as determined by the Board, it shall designate another of its members to perform those duties as long as the absence or disability continues until the expiration of the officer’s or member’s regular term of office.
c. The Board shall entertain for discussion any policy concern presented in writing, formulated and signed by ten (10) or more members representing three (3) or more congregations, societies, or chapters.
a. The President shall:
(1) Preside at or appoint a moderator for meetings of the Board and/or sessions of the Convocation.
(2) Perform the usual duties of the office of President and such other duties as the Board may designate.
(3) Make committee appointments with the advice of the Board, and serve as an ex-officio member of such committees or assign such duties to another member of the Board.
b. The Vice-President shall perform such duties as the President and Board may designate. In the event of the absence or disability of the President, the Vice-President shall perform the duties of the office of President as long as the absence or disability continues until the expiration of the President’s regularly held term.
c. The Secretary shall:
(1) Perform the usual duties of the office of Secretary and any special duties prescribed by law and these bylaws.
(2) Send a full report of the official results of any board or Convocation votes to all Board members within fourteen (14) days of the vote.
(3) Give due notice of meetings of the Board, sessions of the Convocation, or proposed amendments to the bylaws, and the slate for nominations for office not less than thirty (30) days before such meetings and/or sessions are scheduled to be held. A postmark shall be accepted as complying with the required date of notification.
(4) Prepare the election ballot as provided elsewhere herein, and report to the Convocation all election returns.
d. The Treasurer shall:
(1) Have charge of all funds of the organization.
(2) Receive all moneys due and payable to the organization, make disbursements as directed by the Board, and otherwise transact the fiscal business of the organization.
(3) Present a year-to-date report and a budget proposal for the upcoming fiscal year to the membership and the Board at the Convocation; submit a complete annual report to the membership, including a statement of general expenses, receipts and balances, and invested funds; 30 days after the close of the fiscal year, to be printed in the next issue of the Interweave newsletter published; and make other reports as requested by the President of the Board.
(4) Perform the usual duties of the office of Treasurer and any special duties prescribed by law and these bylaws.
9. No director of this corporation shall be personally liable to the corporation for monetary damages for breach of fiduciary duty as a director not withstanding any provision of law imposing such liability; provided, however, that this article shall not eliminate or limit any liability of a director (1) for any breach of the director’s duty of loyalty to the corporation, (2) for any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (3) under sections 61 and 62 of the Massachusetts Business Corporation law, or (4) with respect to any transaction from which the director derived an improper personal benefit. No amendment or repeal of this article shall adversely affect the rights and protection afforded of this corporation under this article for acts or omissions occurring while this article is in effect.
1. There shall be a Nominating Committee of five members. One member shall be elected by the current Nominating Committee from its membership to serve an additional term. The other four shall be elected by ballot, in accordance with provisions elsewhere herein, from a slate of up to eight (8) candidates. The member elected by the Committee to serve a second term shall not be eligible to serve more than two consecutive terms. Other members of the Committee shall not be eligible to serve more than one consecutive term. In addition, there shall be a Board member appointed by the President to serve as a non-voting liaison to the Committee; it shall be the appointed Board member’s responsibility to convene the Committee within two (2) months after Convocation for the purpose of choosing the chair of the Committee from among the five elected Committee members.
The President may request suggestions from the Nominating Committee for appointments to other committees.
10. There may be a Credentials Committee of three members for each session of the Convocation. The Board may appoint the Credentials Committee and designate a Chairperson. The Committee may identify the qualified voters and may report thereon to the Convocation. In the absence of a Credentials Committee, the Secretary of the Board may serve as a registrar at Convocation for the purpose of determining a quorum of qualified voting members, and to serve as the final arbiter about voting and membership matters.
1. Each year the Nominating Committee shall present at least one candidate for each vacancy on the Board and on the Nominating Committee.
2. Additional nominations may be made by means of nominations from the floor at the annual meeting.
3. To qualify for any elected position, a person must have been a member in good standing for the year preceding the election. The board may waive this requirement if necessary to effectively recruit qualified members. Officers, Board members, and members of the Nominating Committee shall be elected to serve for a two-year term until their successors are elected and qualified. A person so elected may hold only one such elective position at one time.
No officer or member of the Board shall serve more than three consecutive terms.
4. Elections shall be held annually during the regularly scheduled meeting at Convocation. All terms of office shall start at the close of Convocation.
1. A vacancy in any office shall be filled by vote of the Board until the next regularly scheduled election of Interweave Continental.
2. A vacancy in any other elective position shall be filled for the remainder of that term by a person appointed by the Board
3. A person who is elected to fill a vacancy shall be considered to have served for one term if the period of service is more than six (6) months.
1. The fiscal year of Interweave Continental shall be from April 1 through March 31.
2. This organization shall be governed by the rules contained in the current edition of Robert’s Rules of Order, Newly Revised, unless otherwise determined by the Convocation. Business meetings may be conducted by Robert’s Rules of Order, which may be modified as appropriate with the consent of a quorum of qualified voting members present at the meeting.
1. Except as specified elsewhere, these bylaws may be amended upon ratification at a business meeting of Interweave Convocation by a two-thirds (2/3) vote of qualified voting members.
2. Bylaws changes may be initiated by individual voting members at a business meeting of Interweave Continental. Such proposed bylaws changes must be approved by a simple majority vote of qualified voting members in order to be eligible for ratification the following year.
3. Bylaws changes may also be initiated by the Board.
Last Modified: 13 July 2011 - Admin
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