Prairie Star District, Unitarian Universalist
Articles of Incorporation and Bylaws
FOR HISTORICAL PURPOSES ONLY. Prairie Star District merged in 2013 with Heartland and Central Midwest Districts to become the MidAmerica Region of the UUA.
Articles of Incorporation
Article I (Corporation Name)
Article II (Corporation Purposes)
Article III (Compensation)
Article IV (Duration and Office)
Article V (Original Incorporators)
Article VI (Congregational Members)
Article VII (Board of Directors)
Article VIII (Amendment of By-laws)
Article IX (Stock and Liability)
Article X (Dissolution)
We the undersigned, being of full age, for the purpose of forming a corporation under the provisions of Chapter 317 of Minnesota Statutes, known as the Minnesota Non-Profit Corporation Act, do hereby associate ourselves as a body corporate and adopt the following Articles of Incorporation:
The name of this corporation shall be Prairie Star District, Unitarian Universalist.
The purposes of this corporation shall be to cultivate cooperative relationships among its member churches, societies, and fellowships and their constituencies, hereinafter called congregations; to promote the religious life of these congregations; to assist members of congregations to carry on active and effective liberal religious programs in their respective communities, as embodied by the Unitarian Universalist movement; to cooperate with the Unitarian Universalist Association (UUA) and any other group, organization, or corporation interested in the growth and development of liberal religious principles and programs. For any such purposes this corporation may solicit and receive property of any nature and by any type of transfer.
This corporation shall not afford pecuniary gain, incidentally or otherwise, to any individual members, but reimbursement for expenditures or reasonable compensation for services rendered shall not be deemed pecuniary gain.
The duration of this corporation shall be perpetual. Its registered offices shall be in St. Paul, Minnesota.
The name and address of each incorporator is:
Perry M. Wilson, Jr., 776 Fairmount Avenue St. Paul 5, Minnesota
Romeyn Clarke, 2258 Knapp Street. St. Paul 8, Minnesota
David R. Conkey, 3921 Xerxes Avenue South, Minneapolis 10, Minnesota
Member congregations of this corporation include the Church of the Larger Fellowship (CLF) and all churches, societies, and fellowships located within the boundaries of Prairie Star District who have affiliated with the Unitarian Universalist Association and are approved as being in sympathy with the purposes of the corporation by its Board of Directors. Representation of each congregation at any annual or special meeting of the corporation shall be determined by the By-laws. Proxies shall not be permitted.
The management of the corporation shall be the responsibility of a Board of Directors consisting of seven (7) directors and four (4) officers (president, vice president, secretary, and treasurer) elected by the delegates of each congregation. The District Trustee to the Unitarian Universalist Association, elected as specified in Article VI of the By-laws, and a District Executive who is an employee, are ex-officio members of the Board without voting rights. However, the first Board of Directors shall consist only of the following seven (7) persons:
Romeyn Clarke, 2258 Knapp Street, St. Paul 8, Minnesota
David R. Conkey, 3921 Xerxes Avenue So., Minneapolis 10, Minnesota
Perry M. Wilson, Jr., 776 Fairmount Ave., St. Paul 5, Minnesota
Rev. Walter E. Kellison, 3110 Eastern Ave. NE, Cedar Rapids, Iowa
Charles W. Davidson, RFD #1, Iowa City, Iowa
Dan A. Williams, 100 Locust Street, Des Moines, Iowa
Rev. Emil Gudmundson, Hanska, Minnesota
They shall serve until the first meeting of the corporation. At the first meeting two (2) directors shall be elected by the delegates for a one-year term, three (3) directors shall be elected for a two-year term, and two (2) directors shall be elected for a three-year term. Thereafter the term of each director shall be three (3) years or until such director’s successor is duly elected and qualified.
By-laws for the management of the corporation may be amended and these Articles of Incorporation may be amended by a 2/3 vote of the delegates present at any annual or special meeting of the corporation. The Board of Directors shall propose any such amendment by a resolution setting forth any such proposed amendment and directing that it be submitted for adoption at an annual or special meeting of the corporation. Notice of such proposed amendment shall be in writing and shall be received by the Board of Directors and each congregation, not less than thirty (30) days prior to said meeting.
The corporation shall have no capital stock. None of the member congregations of the corporation nor the Board of Directors shall be liable for any obligations of the corporation.
Upon the dissolution, liquidation, or winding up of the corporation:
(a) None of the corporate property shall be distributed to any individual in a personal capacity.
(b) All of the corporation’s property shall be delivered to the Unitarian Universalist Association, its successors or assigns.
(c) Should that association no longer exist, all of the corporation’s property shall be distributed to corporations or other agencies organized and operated exclusively for educational, charitable, or religious purposes as may be selected by the Board of Directors.
IN TESTIMONY WHEREOF, we have hereunto set our hands and seals this second day of April, 1964.
|/s/ Romeyn Clarke||/s/ David R. Conkey||/s/ Perry M. Wilson, Jr.|
|Witness as to Romeyn ClarkCatherine Kostner||Witness as to David R. ConkeyStanley E. Holmberg||and Perry M. Wilson, Jr.Robert P. Gust|
Article I Membership
Section 1 Definition
Article II Meetings
Section 1 Annual Meeting
Section 2 Special Meetings
Section 3 Resolutions
Section 4 Notice of Meeting
Section 5 Voting
Article III Board of Directors
Section 1 Membership
Section 2 Meetings
Section 3 Notice of Meetings
Section 4 Duties
Section 5 Duties of Officers and UUA Trustee
Section 6 Elections
Section 7 Nominations and Voting for Officers and Directors
Section 8 Tenure for directors and officers
Section 9 Vacancies
Article IV Committees
Section 1 Nominating Committee
Section 2 Special and ad hoc committees
Section 3 Appointment of committees
Article V General Provisions
Section 1 Fiscal Year
Section 2 Dues
Section 3 Parliamentary Authority
Section 4 Amendments
Section 5 Reimbursement
Section 6 District Executive-UUA Covenant
Section 7 Board of Directors- General Authority
Article VI UUA Board of Trustees Member
Section 1 (Election according to UUA By-laws)
Section 2 (Tenure)
Section 3 (Election committee)
Section 4 (Notice of request for nominations)
Section 5 (Second notice)
Section 6 (Congregational voting)
Section 7 (Third notice)
Section 8 (Election committee report)
Section 9 (Selection)
Section 10 (Vacancy)
The purposes of this corporation are to cultivate cooperative relationships among its member churches, societies, and fellowships and their constituencies, hereinafter called congregations; to promote the religious life of these congregations; to assist congregations to carry on active and effective liberal religious programs in their respective communities, as embodied in the Unitarian Universalist movement; to cooperate with the Unitarian Universalist Association (hereinafter referred to as the UUA) and any other group, organization or corporation interested in the growth and development of liberal religious principles and programs. (Article II, Articles of Incorporation)
Sec. 2. Special Meetings: A special meeting of the corporation may be called by the Board of Directors, or by the president, upon the written request of the presiding officers of twelve (12) congregations, stating the purpose of the meeting. Decisions made at a special meeting are limited to the stated purpose of the meeting as published in the notice of meeting under Article II Section 4.
Sec. 3. Resolutions: Resolutions of social concern must be received by the secretary no later than 60 days before the annual meeting. Such resolutions may be submitted by petition of ten (10) individuals of no fewer than three (3) congregations, or by a governing Board of a congregation.
be written;state time and place;state purpose or purposes for any special meeting; andbe mailed to each congregation president or chairperson and minister not less than 30 days prior to the meeting. If there is no minister, the notice shall be mailed to a professional staff member or another officer of the congregation.
Sec. 5. Voting: Voting shall be by accredited delegates from congregations in good standing; by officers and directors of the corporation who are delegates at large; by ordained ministers in full or associate ministerial fellowship with the Unitarian Universalist Association and settled in member congregations; by ministers emerita or ministers emeritus of such congregations in ministerial fellowship with the UUA designated as such by a vote at a meeting of the member congregation not less than six (6) months prior to the Annual Meeting, provided that such minister has been settled previously in such congregation; and by others authorized by the corporation to vote.
A congregation is in good standing if it is in good standing with the Unitarian Universalist Association and if it made a financial contribution to the Prairie Star District during the fiscal year.Each congregation of the corporation is entitled to two (2) voting delegates at any corporation meeting. Each congregation is entitled to one (1) additional delegate for each 75 members or major portion thereof.Officers and directors are delegates at large, and shall be entitled to one (1) vote each, but no individual shall be entitled to more than one (1) vote.Thirty three per cent of the total number of societies in the district, as represented by their delegates, shall constitute a quorum at an annual or special meeting.
The Board of Directors of the corporation includes three (3) directors, four (4) officers, the UUA Trustee, and the District Executive. The UUA Trustee and the District Executive are ex-officio without vote.
Meetings: Meetings of the Board of Directors shall be held at a time and place chosen by the Board, but in no event shall there be fewer than three (3) meetings each year. Special meetings may be called by the president or by no fewer than five (5) Board members. All meetings of the Board are open to representatives of the congregations and to the public. Four (4) members, present and voting, shall constitute a quorum of the Board.
Sec. 3. Notice of Meetings: Notice of meetings of the Board shall be given to Directors, Officers, the UUA Trustee, and the District Executive and others as the Board directs. Dates and times of meetings of the Board shall be circulated among congregations as widely as circumstances permit.
Duties of the Board of Directors shall be to manage the business affairs of Prairie Star District, to establish any committees deemed necessary for such conduct of business, to report at least annually to the congregations, to facilitate communication between the congregations and the District, and to report as required by the Unitarian Universalist Association and State and Federal laws.The Board will advise the president on appointments of all committee members and chairpersons.
The president shall preside over meetings of the corporation and the Board of Directors and shall have all authority usually held by the executive officer of a corporation.The vice president shall, on the temporary absence or disability of the president, perform the duties of the president. Additional duties may be assigned by the president or the Board of Directors. The order of succession in the event of the death, resignation, removal from office, of change of residence outside the District of the president is the same as other officers and is covered under Vacancies in this Article, Sec. 9, B.The secretary shall take and preserve minutes of all meetings of the corporation and the Board of Directors; have custody of the minute books of the corporation; give notices as required by law or by these By-laws; maintain files of correspondence, and perform other duties as directed by the Board of Directors.The treasurer shall be responsible for monitoring financial compliance, chair the Financial Advisory and Audit committees, coordinate the annual audit, advise the Board of any emerging financial needs, alert the Board to any significant changes in fund balances and investments, and assist the Board and the District Executive in developing the annual budget.The duties of the UUA Trustee include all those assigned by the Association as well as those assigned by the District Board to permit full representation of the District on the Board of Trustees and to inform the Board and the district congregations on all matters determined to be in their interest. The Trustee will report to all meetings of the corporation and to meetings of the Board of Directors as requested.
Voting is by accredited delegates from congregations in good standing and by officers, directors, and others authorized by the corporation to vote as specified in Article II.The president and the secretary are elected in even-numbered years for two-year terms. The vice-president and the treasurer are elected in odd-numbered years for two-year terms.Directors are elected at each annual meeting to serve three-year staggered terms.Terms of office for all members of the Board of Directors shall begin on the July 1 which follows the member’s election and terminate on the June 30 which follows the election of a successor.
Sec. 7. Nominations and Voting for Officers and Directors: Voting for officers and directors shall not begin until after the report of the Nominating Committee, whose duties are described under Committees, Article IV, Section 1., and the call by the presiding officer for nominations from the floor for each office and director position, as described below:
All nominees shall be at least 18 years old, members of a Prairie Star District congregation, must maintain legal and de facto residence within the District, and be willing and able to perform the required duties.All nominees must either be present, or if not present, must have communicated willingness to serve if elected.After all nominations have been made and the nominations have been closed, voting shall begin.If more than one (1) candidate has been nominated for an office or position, balloting must be by secret ballot for that office or position. Balloting for other candidates who have no opposition may be by voice vote.If only one (1) candidate has been nominated for each office or position, the presiding officer may accept a motion to have the secretary cast one (1) ballot for the slate of nominees.If voting has been by ballot, the presiding officer shall appoint three (3) tellers, who are not members of the Nominating Committee, to count the ballots. The number of votes cast for each candidate must be announced, and the candidate with the most votes shall be declared elected.
Directors are eligible to serve two (2) consecutive three-year terms. If originally appointed to fill an unexpired term, the director is eligible for election to two (2) full terms.Officers are eligible to serve two (2) consecutive two-year terms in the same office. If originally appointed to fill an unexpired term, the officer is eligible for election to two (2) full terms in that office.
A vacancy among directors may be filled by a majority vote of the remaining members of the Board. Any member so elected shall serve the remainder of the unexpired term.A vacancy among the officers shall be filled by a majority vote of the remaining members of the Board. Any officer so elected shall serve the remainder of the unexpired term.A vacancy in the office of UUA Trustee will be filled in the manner described in Article VI, Section 10.
Sec. 1. The Nominating Committee shall consist of five (5) persons who serve two-year, staggered terms, not to exceed two (2) consecutive terms. Three (3) members shall be elected by the delegates at the Annual Meeting and two (2) appointed by the Board of Directors. The Chair shall be appointed by the Board of Directors from among the three elected members.
The committee shall present for nomination at least one (1) candidate for each vacancy among officers and directors of the Board of Directors, the members of the Nominating Committee, and representatives to the Midwest Unitarian Universalist Conference. The complete list of such nominees shall be delivered to the secretary at least 45 days before the Annual Meeting and shall be included in the call for the meeting.
The president must also consult with the Nominating Committee before the Board fills any vacancies which may occur between Annual Meetings.
The UUA Trustee is nominated and elected in accordance with Article VI of these By-laws.
Sec. 2. Special and ad hoc committees may be established by the Board of Directors as the business of the District requires. The function of each committee, its duration, and budget shall be specified in the action establishing the committee. Such committees will report as requested.
Sec. 3. Unless exceptions are noted, the president, with the advice and consent of the Board of Directors, appoints chairpersons and members of all standing, ad hoc, and special committees and the representatives of the District to other boards, committees, and leadership positions.
Sec. 2. Dues: The Board of Directors shall set the annual membership dues for each congregation. The dues for the ensuing fiscal year are based on the number of voting members the congregation was required to submit by the previous February 1 to the Unitarian Universalist Association for the purpose of certifying the number of delegates it could send to the General Assembly the following June.
Sec. 4. Amendments: These By-laws may be amended by a 2/3 vote of the delegates at the Annual Meeting or at any special meeting called for that purpose. An amendment may be proposed by a resolution of the Board of Directors, or by the presiding officers of at least six (6) congregations in a statement setting forth the proposed amendment. Notice of proposed amendment shall be in writing and shall be mailed with the call for the meeting to each officer and director, to the president of each congregation, and to the minister of each congregation; or if there is no minister, to a professional staff member or another officer of that congregation.
Sec. 5. Reimbursement: Officers, directors, the UUA Trustee, committee members, and others as determined by the Board of Directors, shall be entitled to reimbursement for necessary and actual expenses incurred in attending meetings of the corporation, the Board of Directors, or in the performance of their duties. The Board of Directors may specify limits to such reimbursement in its Policies and Procedures.
Sec. 6. District Executive, UUA covenant: The District shall have one District Executive, provided by the Unitarian Universalist Association, with the responsibility for the successful operation of the District. The Board of Directors will, in collaboration with the UUA and District Executive, establish a covenant describing the working relationship and the responsibilities of each party. The UUA shall establish the amount of compensation and benefits for the District Executive. The board of directors shall carry out other terms of the covenant in consultation with the UUA and District Executive. The District Executive shall be responsible for the conduct of all operations and responsibilities included in the covenant and delegated through the governing policies.
Sec. 7. Board of Directors- General Authority: After consultation with the member congregations and in covenantal relationship with the Unitarian Universalist Association, the Board shall establish policies that effectuate the mission, vision, and values of the Prairie Star District. Except as otherwise provided in these bylaws, the Board of Directors shall oversee the affairs of the District. The Board shall establish and publish Governing Policies, which shall include policies to delegate the administration of the District, set the limits of that authority, and assure appropriate progress toward the established Ends (goals). The Board, in covenant with the UUA, shall have authority to oversee and direct the activities of the District except for the following matters, which are specifically reserved to the exclusive jurisdiction of the membership: a) The election of Directors, Officers, members of the Nominating Committee, and annual meeting Delegates subject to the provisions of these bylaws permitting the Board of Directors to fill vacancies in such positions; b) The adoption and amendment of the Articles of Incorporation and Bylaws; c) The approval of the annual budget as an expression of the intent of the membership. In carrying out its responsibilities hereunder, the Board, by law retains fiduciary responsibility for the District.
Sec. 1. The Trustee representing the Prairie Star District shall be elected in accordance with the By-laws of the Unitarian Universalist Association. Future amendments to the UUA By-laws shall take precedence over the provisions of this article. Congregations eligible to nominate candidates or certify votes in the election shall be those which were qualified to send delegates to the UUA General Assembly immediately preceding the election.
Sec. 2. The trustee elected by the district shall serve a four-year term. Terms shall commence with the adjournment of the regular meeting of the UUA General Assembly in 1991 and every fourth year thereafter. The duly elected holder of the office shall serve until the term of a duly elected successor commences.
Sec. 3. In the calendar year preceding the beginning of a new term, at the Annual Meeting, the Board shall appoint two (2) persons to an election committee and shall designate a mailing address for the committee.
Sec. 4. On or before December 1 of the year preceding the beginning of a new term, the election committee shall mail a notice to each congregation of the district requesting nominations for election to the office. The notice shall include the following information:
A congregation may nominate a person by action of either:The members of the congregation; orthe governing boardat a meeting duly called and held pursuant to the congregation’s legal procedures.Each person nominated must:Be a legal member of a congregation of the Prairie Star District;Reside in the geographical area encompassed by the district; andMeet any additional requirements specified by the UUA By-laws. (Such requirements shall be stated in the notice.)Nominations and nominees must be certified in writing by the chairperson or secretary/clerk of the congregation’s governing board as having met the above requirements.In order for a person’s name to be placed on the ballot, certified nominations for him/her must have been received from three (3) congregations on or before February 1 of the year in which the new term begins.
If more than one (1) nominee has met the requirements to be placed on the ballot, the notice shall include a ballot and request that the congregations complete the ballot. The ballot shall list the names of all nominees who have met the requirements to be placed on the ballot; it shall provide space to record the number of votes cast for each nominee by qualified members of the congregation; it shall provide space for the chairperson or secretary/clerk of the governing body to sign the ballot certifying that each vote was cast by a member of the congregation qualified under that congregation’s legal procedures to vote in congregational matters. The notice shall include biographical information about each nominee and shall inform the congregation that certified ballots must be received by the committee on or before May 1 of the year in which the new term begins.
In the event that only one nomination has been received, that nominee shall be declared elected.
If no nominee has met the requirements to be placed on the ballot, the notice shall inform the congregations that the office will be filled by a vote of the members of the governing board of the district.
Sec. 6. Congregations may solicit votes from their qualified members through a method which provides an opportunity for each qualified member to vote. Votes must be cast on written ballots printed with the name of each qualified nominee. The solicitation of votes must make available the biographical information provided by the election committee.
Sec. 7. On or before June 1 of the year in which the new term begins, the election committee will mail a third notice to the congregations. The notice shall report the votes recorded by each congregation whose certified ballot was received by May 1 of that year. In the event that one (1) nominee has received a plurality of the votes cast, the notice shall declare him or her to be elected to the office. In the event that more than one (1) nominee has received the highest number of votes cast, the notice shall inform the congregations that the election of the trustee from among these nominees will be by vote of the members of the governing board of the district. The committee shall also send its notice to the president of the governing board of the district. An additional notice shall also be sent to congregations whose ballot was not counted in the total, stating the reason (i.e., failure to arrive by May 1, unsigned ballot, etc.) for disallowance.
Sec. 8. If on February 1 of the year in which a new term begins, the election committee has received insufficient certified nominations to place any nominee on the ballot, it shall prepare a report of the nominations received. If the committee has received no certified nominations, it shall proceed to identify at least one (1) person who meets the requirements set out in Section 4.B of this article and is willing to serve in the office for the next term. On or before March 1, the committee shall send its report, including nominations received or names of persons identified to serve, to the president of the governing board of the district.
Sec. 9. In the event the committee’s notice to the president of the district’s governing board declares one (1) nominee to have been elected to the office of trustee, the president shall certify this election to the secretary of the Unitarian Universalist Association on or before the adjournment of the UUA General Assembly in the year the term begins.
In the event the committee’s notice to the president informs him/her that insufficient nominations have been received to send a ballot to the congregations, or that more than one (1) nominee has received the highest number of votes, the president shall send a notice to the members of the board. The notice shall include the election committee’s report to the president and shall inform the board members of the meeting at which an election to fill the office will take place.
If the election is necessitated by a tie vote among nominees on the ballot, only those nominees shall be eligible for election. The board meetings may take place as soon as normal notice requirements allow.If the election is necessitated because the election committee has received insufficient certified nominations to send a ballot to the congregations, those eligible for election shall be:any person nominated to the committee by a congregation;any person identified by the committee as eligible and willing to serve; andany person similarly identified by a board member and reported at the board meeting. Notice of the board meeting must be sent to the members of the board, and the meeting may be held no sooner than one (1) month following the mailing date of the president’s notice.Election shall be by a plurality of the votes cast by all the board members. The president or secretary of the board will certify the results of that election to the secretary of the Unitarian Universalist Association as soon thereafter as possible.
Ceases to meet any of the requirements set forth in Section 4.B of this Article;Resigns;Dies.
Upon receiving notice of such a vacancy, the president of the district’s governing board shall send a notice to members of the board. The notice shall inform the board members of the conditions which have created the vacancy and give notice of the meeting at which the election to fill the vacancy shall take place. The board meeting shall be no sooner than one (1) month following the mailing date of the joint notice. Board members wishing to nominate qualified persons to fill the vacancy must make their nominations to the board meeting.
Election shall be by a plurality of the votes cast by all the board members. The president or secretary of the board will certify the results of that election to the secretary of the Unitarian Universalist Association as soon thereafter as possible.
Amended October 26, 1985 Annual Meeting of Delegates, Minneapolis, Minnesota
Amended October 14, 1989 Annual Meeting of Delegates, Sioux City, Iowa
Amended October 13, 1990 Annual Meeting of Delegates, St. Paul, Minnesota
Amended April 17, 1993 Annual Meeting of Delegates, Rochester, Minnesota
Amended April 16, 1994 Annual Meeting of Delegates, Omaha, Nebraska
Amended April 29, 1995 Annual Meeting of Delegates, Minneapolis, Minnesota
Amended April 17, 1999 Annual Meeting of Delegates, St. Paul, Minnesota
Amended April 6, 2002 Annual Meeting of Delegates, Ames, Iowa
Amended April 8, 2005 Annual Meeting of Delegates, St. Paul, Minnesota
Amended April 14, 2012 Annual Meeting of Delegates, Bloomington, Minnesota