MWHMU Bylaws


MASSACHUSETTS WOMAN'S HOME MISSIONARY UNION
FRAMINGHAM, MASSACHUSETTS
BYLAWS
 
ARTICLE I
NAME AND PURPOSE
  1. The name of this corporation is Massachusetts Woman's Home Missionary Union.
     
  2. The Massachusetts Woman's Home Missionary Union is an organization of Christian women affiliated with the United Church of Christ whose purpose is to act as the trustee of funds, to disburse the income thereof, to promote the spiritual and temporal welfare of those in need, especially women and children and to receive gifts  and legacies to invest for this purpose. 
ARTICLE II
MEMBERSHIP
  1. Composition

    The members of the corporation are women who are interested in its purposes and pay annual dues.  Each     member must be a lay member of a church affiliated with the United Church of Christ. The board will be made up of no more than 1/3 clergywomen.
     
  2. Responsibilities

    Members shall attend meetings of the corporation and contribute to its support.
     
    At the annual meeting members shall elect officers, members-at- large of the board of directors and the nominating committee.  At any meeting, members may amend the bylaws, take action requiring a vote of the membership and conduct other business that may come before it.
     
  3. Meetings

    Two meetings are held each year.  The annual meeting is held in April, with the date to be decided by the board of directors.  The second meeting may be held at any time of year as called by the board of directors.  Notice of the time, place, and purpose shall be mailed to each member not less than three weeks prior to the meeting.
     
    Special meetings may be called by the president, or shall be called upon written request of nine members of the board of directors, or upon written request of any seventeen members of the corporation.  The purpose of special meetings shall be stated in the notice of the meeting.  No other business shall be transacted except that for which the meeting has been called.  Notice of time, place and purpose of the meeting shall be mailed to each member not less than seven days prior to the meeting. 
     
  4. Quorum

    A quorum present in person for the transaction of corporation business shall be ten members of the board of directors and ten other members. 
     
  5. Voting Procedures

    Each member shall be entitled to one vote. Matters shall be determined by a majority vote.  Uncontested elections may be by voice vote or other means; contested elections shall be by ballot, a plurality shall elect.
ARTICLE III
 OFFICERS
  1. Number and Title  

    The officers shall be president, vice-president, clerk, assistant clerk, treasurer and assistant treasurer.
     
  2. Election, term and vacancies

    The president, vice-president, clerks and treasurers shall be elected at the annual meeting for a term of Three years or until their successors are elected and shall serve for no more than two consecutive terms without the lapse of one year.  However, regardless of the number of consecutive terms any person may have served in one or more of these offices other than that assistant treasurer shall be eligible to serve two consecutive terms as treasurer. The term of office of two officers shall expire at each annual meeting.

    A vacancy among the officers, other than that of president or treasurer shall be filled by the Board of Directors until the next annual meeting. In the case of a permanent vacancy in the office of president, the vice-president shall serve until the next annual meeting.  In the case of the treasurer the assistant treasurer shall serve until the next annual meeting. 
     
  3. Duties
     
    1. The president shall be the chief corporate officer and shall preside at all meetings.
    2. The vice-president shall preside at meetings in the absence of the president and shall perform  other  duties as assigned by the board of directors.
       
    3. The clerk must be a resident of Massachusetts.  She shall see that minutes are kept of all meetings, shall keep the list of all members, shall send notice of all meetings and perform other duties as are usual to this office.
       
    4. The assistant clerk shall perform such duties as assigned by the board of directors.
       
    5. The treasurer shall be responsible for seeing that monies are received, held in custody, and disbursed as authorized;  that accurate accounts are kept;  that financial statements and reports are prepared and issued; and that monies and financial documents are in safekeeping.
       
    6. The assistant treasurer shall perform such duties as are assigned by the board of directors. 
ARTICLE IV
BOARD OF DIRECTORS
  1. Composition

    The board of directors shall consist of the officers and nine members-at-large. 
     
  2. Responsibilities

    The board is responsible for the general direction, and the control and management of the business of the corporation   It receives requests for funds, determines recipients of grants, authorizes disbursements, and receives recipient reports.  It makes regular reports to the corporate members concerning its grants.  It may form such ad hoc (temporary) committees as it deems necessary.  It shall nominate members of the Nominating Committee in December of each year.
     
  3. Election, Term of members-at-large and Vacancies

    Members-at-large shall be elected for a term of three years or until their successors are elected and   shall serve for no more than two consecutive terms unless they are elected an officer.  The term of three members shall expire at each annual meeting.  Vacancies shall be filled by the board of directors until the next annual meeting
     
  4. Meetings

    Regular meetings are usually held on the second Monday in March, June, September and December.
     
    Special meetings may be called by the president.  Special meetings shall be called upon written request of six members of the board.  The purpose of the meeting shall be stated in the notice and no other business shall be transacted except that for which the meeting has been called.  Notice of time, place, and purpose shall be given to each member other board not less than seven days prior to the meeting.
     
  5. Quorum

    A majority of the members of the board shall be present.  
ARTICLE V
THE NOMINATING COMMITTEE
  1. Composition and Term

    The nominating committee shall consist of three members with one elected at each annual meeting for a term of three years or until her successor is elected and shall serve for no more than two consecutive terms.
     
    Nominations for the committee shall be made by the board of directors.  The committee shall consist of two members of the board of directors and one member of the corporation. The term of office of one shall expire at each annual meeting Vacancies shall be filled by the board of directors until the next annual meeting.
     
  2. Responsibilities

    The nominating committee shall present a slate of nominees for election at the annual meeting.  It shall nominate one candidate for each position and make nominations to fill vacancies.  The board of directors supplies the nominees for the nominating committee for inclusion on the slate.
     
  3. Chair

    The chair shall be appointed by the president from among the committee members for a term of one year and may serve only one term as chair. The chair, if not already elected to the board of directors, shall be an ex officio member of the board.  A vacancy in the office of the chair shall be filled by the president from the committee for the remainder of the unexpired term.
ARTICLE VI
TERMS OF OFFICE
 
All terms shall begin at the close of the annual meeting at which elections are held.  Two or more years of an unexpired term shall constitute one full term for the purpose of determining eligibility to serve additional terms in that position or another position.
 
 
ARTICLE VII
RELATIONSHIP TO THE MASSACHUSETTS CONFERENCE, UCC
 
 The Massachusetts Woman’s Home Missionary Union, organized and governed under its own rules, is an agent of the Massachusetts Conference, United Church of Christ, and shall as an agent of The Conference, make a report annually to its Board of Directors.
 
ARTICLE VIII
 FINANCE 
  1. Fiscal Year

    The fiscal year of the corporation is the calendar year.

     
  2. Approved Signatures

    Approval of signatures necessary on checks, receipts or deposits of money and such, shall be provided by resolution of the board of directors. 
     
  3. Deposits and Investments 

    All funds of the corporation shall be deposited to the credit of the corporation. The treasurer is responsible for investing or depositing all funds as directed by the board of directors.
     
  4. Audit

    An examiner will be retained by the board of directors to make an annual examination of the financial accounts of the corporation.  A report of examinations shall be submitted to the board of directors. (voted 9/27/97 from Auditor to Examiner)
     
  5. Dissolution

    In the event of the dissolution or final liquidation of the corporation1 all liabilities and obligations of the corporation must be paid, satisfied and discharged, or adequate provision made for such.  All remaining assets of the corporation shall be given to the Massachusetts Conference of the United Church of Christ with the principal as a restricted endowment named The Massachusetts Woman's Home Missionary Union Fund.  The income from this fund shall be used only to promote the spiritual and temporal welfare of women and children.  The income shall be distributed at least semiannually by three lay women appointed by the board of directors of the Massachusetts Conference of the United Church of Christ. 
ARTICLE IX
PARLIAMENTARY AUTHORITY
 
The most recent revision of Roberts Rules of Order shall be the guide for all meetings.
 
ARTICLE X
AMENDMENTS
 
These bylaws shall be amended by two thirds of the members present and voting at any meeting of the corporation provided that there is a quorum.  The proposed amendment shall be included in the notice of the meeting and mailed at least three weeks prior to the meeting.
 
 
September, 1996
Amended, 6/2006 – New Article VII
Amended 10/2006 – Article II Composition Membership