UUSC bylaws Article IV

ARTICLE IV.

BOARD of TRUSTEES

Section 1: Responsibilities

The Board of Trustees, in accordance with the provisions of the Bylaws, shall constitute the overall policy-making body of the organization, conduct its affairs, and have the usual powers of corporate directors as provided by law.

Section 2: Size

The Board of Trustees shall consist of no more than fifteen (15) members, plus such ex-officio members as are provided for in the Procedures of the Board of Trustees. A minimum of ten (10) but no more than twelve (12) members must be Unitarian Universalists.

Section 3: Number and Format of Meetings

At least three (3) meetings shall be held annually by the Board of Trustees to conduct the business of the Corporation. Such meetings shall be held either at the headquarters of the Corporation, at a different location designated by the Board of Trustees with at least 30 days' prior notice, by teleconferencing, or by any other means of communication by which all Trustees participating may simultaneously hear each other during the meeting.

Section 4: Special Meetings

Special meetings of the Board shall be called upon request of the Chair and two (2) other members of the Board, or upon the written request of any five (5) members of the Board. The notice of the meeting shall state the matters to be considered, and no other business shall be transacted.

Section 5: Term Lengths, Officers

1. The term of office of a Trustee shall be two (2) years with a maximum of three (3) full terms served in succession. A minimum of one year must pass before a person becomes re-eligible for election for an additional term or terms as a Trustee. Interim appointments of less than one year shall not be considered a term. The National Nominating Committee shall endeavor to ensure that between approximately one third and one half of the Trustees' terms expire each year. Terms of office will begin on July 1st.
2. Notwithstanding Section 5(1), if the term of office of a Trustee who is also an officer of the Board of Trustees expires prior to the Trustee completing his or her current term of office as an officer of the Board of Trustees, the Trustee’s term of office as a Trustee shall be extended to whichever date is earlier: (i) the end of his or her term of office as an officer of the Board of Trustees, or (ii) two years from the date on which his or her term of office as a Trustee would have expired but for this provision.
3. The officers of the Board of Trustees, who shall serve also as officers of the Corporation, shall be a Chair, Vice Chair, Secretary, and Treasurer. The Board of Trustees shall elect officers for two-year terms of office.

Section 6: Quorum

A quorum will consist of a majority of the members of the current active Board in order to conduct the business of the Corporation.

Section 7: Vacancies

Any vacancy occurring in the interim between annual elections shall be filled by the Board from nominations made by the National Nominating Committee.

Section 8: Removal of Board Member

After due consideration, a Board member may be removed for just cause by a vote of two-thirds of the current Board.

Section 9: Corporate Clerk

A Clerk, who may or may not be a member of the Board, shall be appointed by the Board of Trustees to serve until a successor is appointed. The Clerk shall be a resident of the Commonwealth of Massachusetts and perform those duties required of corporate clerks by the Commonwealth.