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For the SOUTHWEST UNITY REGION of the Association of Unity Churches, incorporated under the name of Unity Ministers’ and Teachers’ Conference of Southern California, Inc.  These bylaws govern all regulations except as otherwise provided by statute or Articles of incorporation.   

 

 

ARTICLE I

 

SECTION 1.   TITLE

 

The title of this corporation shall be as provided for in the Articles of Incorporation.  For the purposes of these bylaws this corporation shall be referred to herein as the “the Region.”

 

SECTION 2.   PRINCIPAL OFFICE

 

                        The principal address for the transaction of the business of the Region shall be the address of the current duly elected secretary of the Board of Directors of the Region.  The Board of Directors is hereby granted full power and authority to change said principal office from one location to another.

 

SECTION 3.   STATEMENT OF PURPOSE

 

            The purpose of this organization is to assist each other, mutually, in the conduct, operation, and management of the respective members’ Unity centers, churches, and societies through means of conferences, consultations, prayer, education; and to promote mutually beneficent action from the Association of Unity Churches and Unity School of Christianity; and to promulgate the teachings of Jesus Christ as taught and interpreted by Unity School of Christianity, and otherwise to initiate cooperative action for the betterment of the Unity Movement in Southern California, Southern Nevada, and Arizona.

 

SECTION 4.   ORGANIZATION

 

            The SOUTHWEST UNITY REGION, a corporation organized under the laws of the State of California, is an organization of ordained and licensed Unity ministers, and licensed teachers of Southern California, Southern Nevada, and Arizona who are in good standing in the Association of Unity Churches; including minsters on regular or associate status and licensed teachers on active status.

 


 

ARTICLE II

 

            MEETINGS OF  REGIONAL  MEMBERS         

 

SECTION 1.    ANNUAL GENERAL ASSEMBLY / REGULAR MEETINGS

 

            The Annual General Assembly of the members of this Region shall be held sometime between the second week of January and the second week of February, or as otherwise determined by the Board of Directors.  The Board shall decide the date or dates of the meeting.  It shall be for the purpose of electing directors and for the transaction of such business as may lawfully come before the meeting.

 

SECTION 2.   SPECIAL MEETINGS

 

            Special meetings of the members of the Region may be called at any time by the President of this Region, or by the Board of Directors acting upon a resolution to call such a meeting in accordance with these bylaws, or by not less than one-tenth of the members of this Region.

 

SECTION 3.   PLACE OF MEETING

 

            The Board of Directors may designate any place as the place of meeting for holding of any regular meeting or any special meeting.

 

SECTION 4.  NOTICE OF MEETINGS

 

            Notice of the time and place of any meeting shall be given to each member, not less than ten days before the date of such meeting.  Such notice shall be made as herein provided at the direction of the President, the Secretary, or the persons qualified to call such meeting.  The purpose for which a special meeting is called shall be stated in the notice.  If mailed, the notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid and addressed to the Region member at his/her address as it appears on the records of the corporation.

 

SECTION 5.   QUORUM

 

            A quorum of the members is 15 members of this Region.  If a quorum is not present at any meeting, the meeting shall be adjourned sine die (without authority to set next meeting date).

 

SECTION 6. PROXIES

 

            Votes by proxy shall not be permitted.

 


ARTICLE III

 

GOVERNMENT

 

SECTION 1.   POWERS

 

            The management of the Region shall be vested in the Board of Directors.  They shall manage the Region in accordance with the requirements of these bylaws and the general Non-Profit Law of the State of California.

 

SECTION 2.   NUMBER AND QUALIFICATION OF DIRECTORS

 

                        Two directors shall be elected each year at the Annual Membership Meeting of the SOUTHWEST UNITY REGION.  The number of directors shall be six.  Any director elected must have been a qualified member of the SOUTHWEST UNITY REGION for at least one year prior to his/her election to the Board.  All directors must at all times during their term of office be members of this Region.  Also, no board member shall be the spouse, parent, or child of another board member.

 

SECTION 3.  ELECTION AND TERM OF OFFICE

 

            A director shall hold office for the period of three years or until his successor shall be duly elected.  Two Board members’ terms shall expire annually.  No Board member shall serve more than two consecutive terms of three years without an interval of one year before serving another term.

 

SECTION 3. EX-OFFICIO MEMBER OF BOARD OF DIRECTORS

 

a.                   The Association of Unity Churches Regional Representative of the SOUTHWEST UNITY REGION shall serve as an ex-officio member of the Board of Directors during his/her term of office.  For information purposes, the Alternate Regional Representative shall be invited to attend all Board meetings.

b.                  The Licensed Teacher Representative of the SOUTHWEST UNITY REGION shall serve as an ex-officio member of the Board of Directors during his/her term of office. 

 

SECTION 4.  QUORUM OF THE BOARD OF DIRECTORS

 

            A majority of the Board of Directors constitutes a quorum.

 

SECTION 5.   VACANCIES

 

            Vacancies in the Board of Directors may be filled by a majority vote of the remaining directors, though less than a quorum, and each director so elected shall hold office for the term of the vacated office.


 

SECTION 6.   COMPENSATION

 

            Directors as such shall not receive any compensation for their services, except reimbursement for such expenses as they may incur in the performance of their official duties, and such love offerings as may be voted unanimously by the other directors.

 

SECTION 7.   REMOVAL

 

            Any director may be removed upon the affirmative vote of a majority of the members of this Region at any regular or special meeting called in accordance with these Bylaws.  Any director failing to maintain his qualifications as such, as defined herein, shall forfeit their office upon their failure to prove their qualifications at the next regular meeting of the members of this Region.  The bylaws of the Association of Unity Churches shall be followed in removal of a Regional Representative.

 

SECTION 8.   RESIGNATION

 

            Any director may resign from office at any time during his/her term, but such resignation shall not relieve him/her of any responsibility or liability for acts of transactions occurring prior to his/her resignation, and for which he/she would be responsible or liable had he/she not resigned.

 

SECTION 9.   ORGANIZATION MEETING

 

            Immediately following each annual meeting of the Region, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.  Notice of such meetings is hereby dispensed with.

 

SECTION 10.   PLACE OF MEETING

 

            All meeting of the Board of Directors shall be held at the principal office of the Region, or any other place designated at any time by resolution of the Board.

 

SECTION 11.    SPECIAL MEETINGS OF THE BOARD OF DIRECTORS

 

Special meetings of the Board of Directors may be called by the President or any three directors.  Failure to give proper notice to each director shall, unless waived, invalidate any action taken at the special meeting.

 

ARTICLE IV

 

OFFICERS

 

SECTION 1.    OFFICERS

 

            The officers of this corporation shall be President, Vice-President, Secretary, and Treasurer.  The duties of the officers of this Region shall be as provided in this Article and as may be prescribed from time to time by resolution of the Board of Directors.  Each officer shall hold office until his/her successor shall be named and qualified.

 

SECTION 2.    PRESIDENT

 

            The President shall be the principal executive officer of the Region and shall in general supervise and control the business and transaction of the Region.  He/She shall preside at the meetings of the members of this Region and of the Board of Directors.  He/She shall sign, with the Secretary or any proper officer of the Board of Directors authorized by the members of this Region, any deeds, mortgages, bonds, contracts, or other instruments, subject to the action by the members of this Region.  The President shall perform such other duties pertaining to the business of this Region as may be assigned to his/her from time to time by the members of the Region.

                                   

SECTION 3.  VICE-PRESIDENT

 

            In the absence of the President or in the event of his/her disability or refusal to act, the Vice-President shall perform all the duties of the President and when so doing shall have all the powers of and be subject to all the restrictions upon the President.  The Vice-President shall perform such other duties as may from time to time be assigned to him/her by the President.

 

SECTION 4.    SECRETARY

 

            The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with these bylaws or as required by law; be custodian of the corporate records and of the seal of the Region and see that the seal of the Region is affixed to all documents requiring it; and keep a register of the Post Office address of every member; and perform such other duties as may be assigned to him/her by the President. 

 

SECTION 5.   TREASURER

 

            The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Region; receive and give receipts for monies due and payable to the Region in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these bylaws; and in general perform such other duties as are incidental to the office of Treasurer.  If required by the Board, he/she shall give a bond for the faithful performance of his/her duties in such sum and with such surety or sureties as the members of the Region may determine, the cost of such a bond to paid by the Region.  A treasurer shall have done the work of this office, through a comptroller, which office takes on the job description of the Treasurer.

 

 

ARTICLE V

 

REGIONAL REPRESENTATION

 

SECTION 1.   ELECTION AND DUTIES

 

            This Region shall elect a Regional Representative to serve on the Board of Trustees of the Association of Unity Churches as required by the Bylaws of the Association.  This representative shall handle all duties that are decided and determined by the Association.  He/She shall be an ex-officio member of this Region’s Board of Directors as stated in Article 111, Section 3.a.  He/She shall convey those determinations which the members of this Region shall deem necessary to the Board of Trustees of the Association for review and consideration.  The Regional Representative shall be elected by a majority vote of the Region’s licensed teachers, licensed and ordained ministers in good standing who represent this Region’s member ministries in the Association of Unity Churches as set forth in Article IV of the Association of Unity Churches Bylaws, and shall serve a term of three years.  Nominees for said position must be ordained Unity ministers in good standing of an Association member ministry and meet the qualifications of the Association regarding the position.             

 

SECTION 2.   COMPENSATION

 

            The Regional Representative shall be reimbursed for expenses incurred in the performance of his/her duties and responsibilities as determined by the Board of Directors.   The Board shall also determine adequate compensation over and above said expenses, to be paid on monthly basis, or as mutually agreed upon by the Board and the Regional Representative.

 

SECTION 3.   ALTERNATE REGIONAL REPRESENTATIVE

 

            The nominee having received the second largest number of votes when the Regional Representative is elected shall be the Alternative Regional Representative.   He/She shall assume the duties of the Regional Representative only in the event that the Regional Representative is unable to fulfill his/her term of office and shall complete the unexpired term.  He/She shall be invited to attend all Board meetings of this Region.  When there is a vacancy in said office, a special election will be held at the next regional meeting for the purpose of electing an Alternate Regional Representative to serve the remaining term.

 

 

            ARTICLE VI

 

COMMITTEES

 

SECTION 1.   APPOINTMENT

 

            The President shall appoint such committees as he/she deems necessary for the furtherance of the activities of the Region and shall be an ex-officio member of all committees.  When there is a committee to be appointed about which there may require much prayer and forethought, the Board shall work cooperatively with the President in the selection of its members.

 

SECTION 2.   ELIGIBILITY

 

            Committee members shall be appointed from the membership of the Region.

 

SECTION 3.   RESPONSIBILITY

 

            Committee chairpersons, program coordinators or facilitators shall call and conduct their respective meetings.  They shall pursue the discharge of duties assigned by the Board and shall provide written reports on all activities in which they are engaged prior to regularly scheduled Board meetings.  Copies of said reports shall be sent to the President and Secretary.

                       

SECTION 4.   VACANCIES

 

            When any committee chairperson, program coordinator, facilitator or committee member is unable to participate regularly at said committee meetings or regional activities, his/her resignation shall be accepted after an inquiry of his/her intent shall be made by a Board representative appointed by the President.

 

 

SECTION 5.   SPECIAL COMMITTEES

 

NOMINATION COMMITTEE   -  

The President shall appoint a Nomination Committee of three members at least three months prior to the Annual Membership Meeting.  This committee shall select at least two candidates who it shall deem suitable to serve on the Board of Directors.  Such nominations may be supplemented by nominations from the floor.  This committee shall also select at least three nominees who it deems shall be suitable to serve as the Regional Representative when necessitated by the expiring term of said office.  Such nominations may also be supplemented by nominations from the floor.

 

 

ARTICLE VII

 

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

 

SECTION 1.   CONTRACTS

 

            The entering into, executing, and delivering of any contract or other instruments by the Board of Directors in the name of and on behalf of the Region, shall require the authorization of the Regional  membership. 

 

            Notwithstanding the preceding provision, the Board of Directors may authorize any office or officers, agent or agents of this Region to enter into any contract or execute and deliver any other instrument in the name and on behalf of this Region where the liability which the Region may incur as a result of such contract or other instrument does not exceed the sum of $1,000 per contract or instrument, and an aggregate of $5,000 for all contracts or other instruments as a result of which the Region would incur liability during any one month.  These limits do not apply to the sponsoring of the Annual General Assembly-Conference and the Lay Person’s Retreat.  A budget for these activities must be approved by the Board.

 

SECTION 2.   CHECKS,   DRAFTS,   AND   PAYMENTS         

 

            All checks, drafts or orders for the payment of money or other evidence of the indebtedness issued in the name of the Region shall be signed by any two authorized officers of the Board.

 

SECTION 3.   DEPOSITS

 

            All deposits of this Region shall be deposited not more than 15 days after receipts thereof to the credit of the Region in such banks, trust companies or other depositories as the Board may designate from time to time.

 

SECTION 4.    GIFTS

 

            The Board of Directors may accept gifts, contributions or bequests on behalf of this Region.

 

 

ARTICLE VIII

 

ORDER OF BUSINESS

 

SECTION 1.    RULES OF ORDER

 

            Following an opening prayer, Robert’s Rules of Order shall guide the conduct of the meetings of the members of this Region.   The following order of business shall be observed at the business session of any such meeting:

 

 

           (a.)  Roll Call

            (b)   Reading of Minutes of previous meeting

                                    (c)   Treasurer’s Report

                                    (d)   Bills and Communications

                                    (e)   Reports of Committees

                                    (f)   Unfinished Business

                                    (g)   New Business

                                    (h)   Election of Officers and Directors

                                    (i)   Appointments

                                    (j)   Any proper business other than as above

                                    (k)   Adjournment

 

 

ARTICLE IX                                                                        

 

FISCAL YEAR

 

            The fiscal year of this Region shall be the calendar year.

 

 

ARTICLE X

 

CORPORATE SEAL

 

            The members may provide a corporate seal which shall have inscribed thereon the name of this Region.

 


 

ARTICLE XI

 

INSPECTION OF BYLAWS

 

            The corporation shall keep in its principal office for the transaction of business the original or a copy of the bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the members at all reasonable times during business hours.

 

 

ARTICLE XII

 

AMENDMENTS

 

            These Bylaws may be altered, amended, or repealed and/or new Bylaws may be adopted by a two-third vote of the members present, after a special notice is given.

 

 

ARTICLE XIII

 

DISSOLUTION

 

            Should this corporation dissolve, all property and finds remaining after the payment of the debts of the corporation shall be held by the Association of Unity Churches, a non-profit corporation organized under the laws of the State of Georgia, for religious and educational purposes, with headquarters located at Unity Village, Jackson County, State of Missouri, for the reestablishment of a regional organization of Unity ministries in Southern California, Southern Nevada, and Arizona, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 5.01 (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code), as the Board of Trustees of the Association shall determine.  Any of such assets not so disposed of shall be disposed of by the Superior Court of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

 

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