UUSC Special Member Meeting
UUSC is inviting its members to participate with Board leadership in adopting a change to our governance in response to the growth of our membership and changing needs of our work.
- Date: Wednesday, November 5, 2025
- Time: 7:00pm Eastern Time
- Duration: 60 Minutes
- Format: Virtual Meeting Via Zoom or Proxy Voting
- Registration deadline: October 29, 2025
You can vote without attending the live meeting. Jump down to see frequently asked questions.
Questions? If you have technical questions about registration or voting,
please contact info@uusc.org
Summary
At UUSC’s legal formation in 1948, its Articles of Organization established the organization as a Massachusetts nonprofit corporation with members entitled to vote on certain high-level governance matters. By 2002, it was decided that a fully board-governed organization was both more practical and in line with the way UUSC was functioning, but the steps taken then to effect the change did not fully accomplish it. The forthcoming meeting and the votes taken by UUSC members are aimed at accomplishing the move to a fully board-governed organization, which is the structure shared by most non-profit organizations doing similar work. We value our members, and the way UUSC works, communicates with, and depends on the goodwill, wisdom and generosity of our members will not change as a result of this change in legal structure.
Background
In 2002, UUSC held a membership meeting, and, after much discussion, the members voted to amend UUSC’s bylaws to remove references to members’ meetings and voting by members. The Articles of Organization were not amended and still defined it as a member organization, which meant that, under Massachusetts law, UUSC remained a corporation with voting members who had rights despite the bylaws change. Those rights included a formal requirement for UUSC members to serve on the Nominating Committee, as well as the right to vote on changes in the Articles and approval of a merger of the corporation.
Since its founding, UUSC has defined a member as anyone who supports the mission and makes a recorded donation within a 12-month period.
We have a current list of over 13,000 members, and our current structure is impractical and could impede UUSC in its ability to make critical decisions.
Resolution One
In consultation with legal counsel, in June 2025 the Board voted to recommend to the members that they approve changes to UUSC’s Articles of Organization, removing its designation as a corporation with voting members. The first motion we are asking our members to vote on is to approve the revised Articles of Organization:
- To approve the Restated Articles of Organization in the form presented to the Corporation’s members for consideration at the November 5, 2025 meeting (the “Restated Articles”), with such changes as the Corporation’s President or Secretary deem necessary or advisable, and to authorize their filing with the Secretary of the Commonwealth of Massachusetts.
Resolution Two
UUSC has continuously included both non-Board members and Board members on its Nominating committee, and the non-Board member appointments have historically been predominantly selected from UUSC membership. However, between 2003 and 2023 appointments to the Nominating Committee were not explicitly made under the provisions that required non-Board members to be drawn from UUSC membership.
Therefore, for completeness and on the advice of legal counsel, the Board is recommending that the members ratify the actions of UUSC’s Board and officers since that time, as follows:
- To ratify and confirm as valid and binding acts of the Corporation all acts done by the Corporation’s officers and Trustees since June 22, 2002, whether taken formally at meetings or informally, provided that all such acts were taken or done in the ordinary course of business and otherwise in good faith and in the reasonable belief that such acts were or would be in the best interests of the Corporation and to waive any deficiencies of process during such time, including without limitation notice of meetings, presence of quorums and election and qualification of Trustees.
Approval of these two resolutions will enable UUSC to be fully board-governed, with the agility needed to be best prepared to meet the challenges of these times.
Frequently Asked Questions
How does UUSC define who a member is?
A member is anyone who has made a contribution within the last 12 months. For the purposes of this meeting, that includes anyone who contributed between September 1, 2024, and August 31, 2025.
Do I need to attend the meeting to vote?
No! You can vote without attending the meeting. When you register, you’re signing up for voting eligibility and/or meeting attendance — it’s your choice. All voting is conducted online through our secure voting partner, SimplyVoting. You can cast your vote anytime between November 1-5, whether you attend the meeting or not, but your ballot must be cast before the business portion of the Annual Meeting closes.
Will UUSC continue to seek member input on important decisions even after these changes?
Absolutely. UUSC will continue to provide membership updates and may ask for input from time to time. We will continue to be in close communication with members as we have always done. These changes only affect the statutory rights of members under Massachusetts law.
