of The Mountain Retreat and Learning Center, Inc.
As presented by the Board of Trustees, approved by the Members in 2003 and as amended at the May 24, 2014 Annual Meeting.
ARTICLE ONE: Offices
1.1 Registered Office and Agent. The Corporation shall maintain a registered office and shall have a registered agent whose business office is identical with such registered office.
1.2 Other Offices. The Corporation may have offices at such place or places, within or outside the State of Georgia, as the Board of Trustees hereafter to be referred to as Board may require or make desirable.
ARTICLE TWO: Purpose
2.1 Purpose. The purpose of The Mountain Retreat & Learning Centers, Inc., a non-profit Corporation and an Independent Affiliate of the Unitarian Universalist Association, is to embrace the diversity of life, creating an environment to energize people to work for positive change.
ARTICLE THREE: Membership
3.1 Membership. Individuals and organizations may hold non-transferable Membership in this Corporation. Individual Memberships shall be granted upon payment of amounts determined by the Board. Unitarian Universalist societies may hold another class of Membership in the Corporation, Institutional Membership, upon the payment of an amount to be determined by the Board and the designation of one authorized voting Member by the chief corporate officer of that society. Memberships of all types are entitled to vote at all annual and special meetings of the Corporation.
ARTICLE FOUR: Members’ Meetings
4.1 Annual Meeting. The Corporation shall hold an annual meeting within six (6) months after the close of the Corporation’s fiscal year at a time and place determined by the Board.
4.2 Budget and Annual Report. The Board shall provide to the Membership, at its annual meeting, the current annual report and have available the current fiscal budget.
4.3 Special Meetings. A special meeting of the Corporation will be called by the Board at such time and place as they designate upon presentation to the Chair of the Corporation of a written petition signed by not less than fifty (50) Memberships of the Corporation. At any special meeting only that business which has been stated in the notice calling the meeting shall be taken before and acted upon by the Membership.
4.4 Notice of Meetings. Unless waived as contemplated in Section 5.4 or by attendance at the meeting in person, or any purpose other than to object to the transaction of business, a written or printed notice of each Membership meeting stating the place, day and hour of the meeting shall be delivered not less than thirty (30) days before the date thereof, either personally or by mail, by or at the direction of the Chair or Secretary or other person calling the meeting, to each Membership entitled to vote at such meeting. Except in the case of a special meeting, the notice of the meeting need not state the purpose or purposes of the meeting unless the purpose or purposes of such meeting constitute a matter which these Bylaws or Georgia Nonprofit Corporation Code required to be stated in the notice of the meeting.
4.5 Presiding Officer. The Chair shall officiate at every meeting. In his/her absence, the Chair shall select a designee or, absent a designee, the Trustees present shall select someone to serve as Chair. The Chair shall appoint such persons as he/she deems required to assist with the meeting.
ARTICLE FIVE: Voting Memberships
5.1 Voting for Trustees. The election of members of the Board, as set forth in Section 6.2 below, shall be conducted in the following manner: (a) With the Notice of Meeting provided in Section 4.4, the Members shall be sent a mail ballot for the election of Trustee(s) in a form approved by the Board. (b) The Trustee(s) shall be elected by the majority of ballots received by the Secretary at the physical or electronic mail address designated in the mail ballot not less than ten (10) days prior to the annual meeting. (c) Each Membership shall be entitled to one vote for each vacancy on the Board.
5.2 Voting as to Other Matters. Except as otherwise provided in these Bylaws, each Membership shall be entitled to one vote on each matter submitted to a vote at a meeting of Members. Voting on all matters may be by voice, by show of hands, or by ballot.
5.3 Quorum. At all meetings of the Members, a quorum shall consist of Memberships present, and either the Chair or the Corporate Secretary, and a majority of the voting members of the Board. A majority of the Memberships entitled to vote which are represented at any meeting shall determine any matter coming before the meeting unless a different vote is required by statue, by the Articles of Incorporation or by these Bylaws.
5.4 Action of Members Without a Meeting. With the exception of Bylaws amendments, any action which may be voted upon at a meeting of the Membership may be voted upon without a meeting. The Board is empowered to establish a voting procedure, which shall include the quorum necessary for a vote and appropriate notification to the Membership of all business to be considered. Given the necessary quorum of Members voting, a majority vote shall have the same effect as a vote of the Membership at a special meeting called for the purpose of considering the action authorized.
ARTICLE SIX: The Board of Trustees
6.1 General Powers. The business and affairs of the Corporation shall be overseen by a Board of Trustees. In addition to the powers and authority expressly conferred upon it by these Bylaws, the Board may exercise all such powers of the Corporation and do all such lawful acts and things by any legal agreement among Memberships, by the Articles of Incorporation, by these Bylaws or by applicable law, not directed or required to be exercised or done by the Members. The Board shall make overall policy for carrying out the purposes of this Corporation including but not limited to: (a) Defining goals and objectives for the Corporation; (b) Making policies that support them; (c) Keeping the Membership informed of the Corporation’s status and progress; (d) Selecting, evaluating and discharging a President/CEO and defining that person’s duties and responsibilities; (e) Assuring the establishment of a sound fiscal plan and a strategy for fundraising; (f) Approving capital improvements involving debt; (g) Considering the long-term effect of all projects and activities on the environment of The Mountain; (h) Providing for continuity in operation; (I) Evaluating the overall performance of the Corporation in relation to its goals; and (j) Assuring that periodic audits are conducted.
6.2 Composition. All members of the Board shall be Members in good standing of the Corporation. The Board shall ensure that its commitment to diversity is reflected throughout the process of Trustee selection. The Board shall also provide that among its voting Members one will serve as Financial Advisor.
The Board will be composed of eleven (11) voting Trustees elected by the Membership, up to four (4) voting Trustees selected by the Board, the President/CEO (non-voting), and such other non-voting Trustees as may be appointed by the Board as needed to carry on the work of The Board.
The Board will require three (3) years to grow from its current (5/24/03) authorized level of eleven (11) elected voting trustees, each serving three (3) year terms. Therefore, during this transition period, the number of elected trustees will vary annually until the Annual Meeting in May, 2006, at which time the authorized levels of elected trustees will be achieved.
6.3 Terms. All elected Trustees will serve for terms of three (3) years. All Board appointed Trustees may serve for up to three-year terms based upon the needs of the Board at any given time. No Trustee, elected or appointed, shall serve more than six (6) consecutive years. Any Trustee elected by the membership may be removed from office with or without cause by the vote of a majority of the membership voting.
6.4 Vacancies. A vacancy occurring among the elected positions on the Board may be filled by appointment by vote of a majority of the Trustees until the next regularly scheduled election.
6.5 Compensation. Trustees shall receive no compensation for their services as Trustees. A Trustee may also serve the Corporation in a capacity other than that of Trustee and receive compensation, as determined by the Board, for services rendered in that other capacity. Nothing herein shall prevent the Board from authorizing the reimbursement of reasonable expenses incurred by Board members on behalf of the Corporation.
6.6 Committees of the Board. The Board may create such regular, special and ad hoc committees as it deems necessary. Except as prohibited by law, each committee shall have the authority set forth in the resolution establishing said committee.
ARTICLE SEVEN: Meetings of the Board
7.1 Regular Meetings. The full Board of Trustees shall meet regularly at least four (4) time a year.
7.2 Special Meetings. Special meetings of the Board may be called by, or at the request of the Chair, or by a majority of the then duly elected and appointed voting Trustees.
7.3 Place of Meetings. The Board may hold their meetings by conference call or at any place as the Board may from time to time establish.
7.4 Notice of Meetings. The Board will publish annually the dates and locations for its regular meetings for the year.
7.5 Quorum. At meetings of the Board, both those held in person and those conducted electronically, attendance or participation by at least two-thirds of the then duly elected and appointed Trustees, but never fewer than four (4) Trustees, shall be necessary to constitute a quorum for the transaction of business.
7.6 Vote Required for Action. Except as otherwise provided in this section or by law, or if consensus cannot be achieved, the act of a majority of the voting Trustees present at a meeting at which a quorum is present at the time shall be the act of the Board.
7.7 Adjournments. A meeting of the Board, whether or not a quorum is present, may be adjourned by a majority of the Trustees present and reconvened at a specific time and place. It shall not be necessary to give notice to the Membership of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned.
ARTICLE EIGHT: Notice and Waiver
8.1 Procedure. Whenever these Bylaws require notice to be given to any Member or Trustee by mail, the notice shall be sent first class mail by depositing the same in a post office or letter box in a postage prepaid sealed envelope addressed to the Member or Trustee at his/her address as it appears on the books of the Corporation, and such notice shall be deemed to have been given at the time the notice is deposited in the United States mail. Alternatively, the notice may be sent to the Member or Trustee by electronic mail to an address at which the Member or Trustee has consented to receive notices. Casting a vote by electronic mail shall constitute consent to receive notices by electronic mail at the address used to cast the vote,, until such time as the Membership revokes that consent or designates a different electronic mail address for notices sent either by electronic mail or by written notice mailed to the Secretary of the Corporation.
ARTICLE NINE: Officers (Positions)
9.1 Number. The presiding officer of the Board of Trustees will be Chair appointed by the Board of Trustees from among its voting trustees. The officers of the Corporation shall be a President/CEO employed by the Board of Trustees, a Chief Financial Officer, appointed by the CEO and concurred in by the Board of Trustees and a Corporate Secretary, appointed by the Board of Trustees from among its voting trustees.
9.2 Election and Term. The Board Chair and Corporate Secretary shall be appointed by the Board annually and shall serve at the will of the Board and until their successors have been selected or until earlier death, resignation, removal or retirement at which time new appointments will be made. The President/CEO will be employed by the board as required. The Chief Financial Officer shall be appointed by the CEO and concurred in by the Board as required.
9.3 Removal. Any trustee, officer or person selected, appointed or employed by the Board may be removed by the Board at any meeting with respect to which notice of such purpose has been given.
9.4 Chair. The Chair shall officiate at every meeting of the Corporation and shall see that all orders and resolutions of the Board are carried out. The Chair shall perform such other duties as may from time to time be delegated by the Board.
9.5 Corporate Secretary. The Corporate Secretary shall keep the accurate records of the acts and proceedings of all meetings. He/she shall have authority to give all notices required by law or by these Bylaws. He/she shall be the custodian of the corporate books, records, contracts and other documents. The corporate Secretary may affix the Corporate Seal to any lawfully executed documents requiring it and shall sign such instruments as may require his/her signature. The Corporate Secretary shall perform whatever additional duties and have whatever additional powers the Board may from time to time assign.
9.6 Other Positions. Other positions may be appointed by the Board from time to time in order to accomplish its responsibilities.
9.7 Bonds. The Board may require any or all of the officers, agents or employees of the Corporation to supply information necessary to secure fidelity bonds on behalf of the Corporation and to comply with such other conditions as may from time to time be required by the Board.
ARTICLE TEN: Indemnification
10.1 Indemnification. Each Trustee of this Corporation, and each person who at its request has served as a Trustee of another Corporation, partnership, joint venture, trust or other enterprise shall be indemnified by this Corporation against those expenses which are allowed by the laws of the State of Georgia and which are reasonably incurred in connection with any action, suit or proceeding, pending or threatened, in which such person may be involved by reason of his/her being or having been a Trustee of this Corporation or of such other enterprises. Such indemnification shall be made only in accordance with the laws of the State of Georgia and subject to the conditions prescribed therein. The Corporation may purchase and maintain insurance on behalf of any such Trustees against any liabilities asserted against such persons whether or not the Corporation would have the power to indemnify such Trustees against such liabilities under the laws of the State of Georgia. If any expenses or other amounts are paid by way of indemnification, other than by court order, action by Members or by an insurance carrier, the Corporation shall provide notice of such payment to the Members in accordance with the provisions of the laws of the State of Georgia.
ARTICLE ELEVEN: Miscellaneous
11.1 Inspection of Books and Records. The Board shall have the power to determine which accounts, books and records of the Corporation shall be opened to the inspection of Members, except such as may by law be specifically open to inspection, and shall have the power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts, books and records which by law or by determination of the Board shall be open to inspection.
11.2 Fiscal Year. The Board is authorized to fix the fiscal year of the Corporation and to change the same from time to time as it deems appropriate.
11.3 Seal. The Corporation Seal shall be in such form as the Board may from time to time determine.
11.4 Annual Financial Statements. Not later than three (3) months after the close of each fiscal year, and in any case prior to the next annual meeting of Members, the Corporation shall prepare (a) a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and (b) an income statement showing the results of its operations during its fiscal year. Upon receipt of written request, the Corporation promptly shall mail to any Member of record a copy of the most recently Board-approved balance sheet and statement of operations.
11.5 Procedures. Any meeting of the Corporation, the Board or its committees shall be conducted according to procedures agreed upon by a majority present.
ARTICLE TWELVE: Amendments
12.1 Power to Amend Bylaws. These Bylaws may be amended by action of the Board upon approval of a two-thirds (2/3) majority vote of the Memberships of the Corporation voting.
12.2 Proposal of Bylaw Amendments. Any proposed Bylaw Amendment can be brought before the Membership by the Board or by written petition of at least ten (10) Members of the Corporation received by the Secretary no later than sixty (60) days before the Corporation’s annual meeting.
12.3 Publication of Proposed Amendments. Any proposed Bylaw Amendment for consideration by Members must be published and mailed with the notice of the annual meeting sent to each Member.
12.4 Voting on Amendments. All proposed Bylaw Amendments shall be voted on by mail ballot in the same manner as the election of Trustees as provided in Section 5.1.
ARTICLE THIRTEEN: Dissolution
13.1 Dissolution and Distribution of Assets. Upon dissolution of the Corporation, all assets shall revert to the Unitarian Universalist Association or its successors.