ARTICLE I - NAME & PURPOSE

Section 1.1  Name: The name of this organization shall be THE SOUTHWESTERN UNITARIAN UNIVERSALIST CONFERENCE.
  
Section 1.2  Purpose: The purpose of THE SOUTHWESTERN UNITARIAN UNIVERSALIST CONFERENCE is to foster liberal religion and to make it effective in the life of the Southwest; to transact business pertaining to the general interest of the churches, societies or organizations connected with it; to conduct training institutes and conferences for adults and for youth; to promote the establishment of additional Unitarian Universalist societies in the Southwest and to carry on Unitarian Universalist extension in cooperation with the Unitarian Universalist Association.
  
 ARTICLE II - MEMBERSHIP

Section 2.1  Member Societies: All societies recognized as active Member Societies of the UUA according to the provisions of the UUA Bylaws and located within the geographic boundaries of the District shall be member societies of the District.

Each Member Society which has made a financial contribution of record during the current fiscal year and prior to the Annual Meeting shall be entitled to voting representation at the Annual Business Meeting or any Special Meeting of the District by its settled minister or ministers and by two accredited lay delegates for the first fifty voting members or fractional part thereof, and one additional lay delegate for each additional fifty voting members or fractional part thereof; or by a like number of accredited alternate lay delegates to serve only in the event of the absence of any of the delegates originally chosen; except that no member society shall be represented by more than ten accredited delegates.
  
Section 2.2 Associate Membership: The Board of Directors, upon application, may admit to Associate Membership in the Conference any major organization whose members or constituency reside within the Conference area, and whose purposes and programs supplement and support the principle purposes of the Conference. Associate Members are responsible to the Conference.  The Board of Directors may define the rights, privileges, responsibilities, and activities required for Associate Membership. Associate Members shall give financial support to the Conference. The Board of Directors may terminate such Associate Membership upon finding that the organization no longer meets the foregoing qualifications.

Each Associate Member organization shall be entitled to be represented at all meetings of the Conference by two accredited delegates.

Section 2.3  Independent Affiliated Organizations: The Board of Directors upon request may admit to affiliated status any independently constituted and operated organization whose purposes and programs it finds to be in sympathy with the principles and purposes of the Conference, and may terminate such status upon finding that the organization no longer meets the foregoing qualification or is not in compliance with the rules relating to such organizations.  The Board shall adopt rules governing the privileges of and requirements for Affiliated Organizations. The Conference shall neither exercise control over nor assume responsibility for the programs, activities, or finances of any Affiliate Organization.
  
Section 2.4  Annual Meetings: Business meetings of the Conference shall be held each year at such places and times as shall have been determined by the members at the previous Business Meeting.  One of these meetings shall be designated the Annual Meeting. In the event no such action is taken by the members, the Board shall designate a time and place for such meetings.
  
Section 2.5 Notice of Meeting: A notice stating the place, day and hour of the Annual Meeting of the members shall be mailed to each member of the Conference not less than sixty (60) nor more than ninety (90) days before the date of the meeting.
  
Section 2.6 Agenda: Included in the notice mailed to each Member Society of the district shall be the text of any proposed resolutions to be voted on at the Annual Meeting (See Article IX regarding Amendments).
  
Section 2.7 Voting by Members at the Annual Meeting: Except as otherwise provided in section 4.1, each qualifying delegate shall have one vote in person.
  
Section 2.8 Quorum: A quorum shall consist of one or more delegates in person from twenty-five per cent (25%) of the member organizations.
  
ARTICLE III - BOARD OF DIRECTORS

 
Section 3.1  BOARD OF DIRECTORS

A. Management:  The business and affairs of the Conference shall be managed by a Board of Directors. The four officers (the President, the Vice-President, the Secretary, and the Treasurer), six Directors (including two ministers from SWUUMA), and one Youth Director (nominated by the youth organization of the Conference) shall constitute the Board of Directors. There shall be ex-officio members of the Board as follows:
• the elected Trustee of the UUA from the  Southwestern Unitarian Universalist Conference (with voting privileges)
• the District Executive (without voting privileges)
• the Religious Education Program Consultant (without voting privileges).

B. Responsibilities:  The Board shall have general charge of the operations of the District, the conduct of all of its business affairs, control of its administration, presentation of the budget at the Annual Meeting, and appointment of such committees and task forces as deemed necessary.

C. Annual Meeting of the Board: The Annual Meeting of the Board shall be held each year in conjunction with the Annual Meeting of the Member Societies.

D. Other Meetings of the Board:  A minimum of two additional meetings of the Board shall be held each year including one during the Summer Institute.  Other special meetings of the Board may be called by the President and Secretary, or by four (4) Directors. Twelve (12) days written notice of a special meeting shall be given by mail addressed to each Director.

E. Quorum:  Fifty percent (50%) of the members of the Board shall constitute a quorum.

  
Section 3.2  OFFICERS

A. Elective Officers: The officers of the Conference shall be a President, a Vice-President, a Secretary, and a Treasurer. All officers shall be elected for a term of two years from the close of the Annual Meeting.
B. President: The President shall preside at all meetings of the members and Board, and shall perform such functions as are commonly associated with the office, and shall be Chief Executive Officer of the Conference.
C. Vice-President: In the absence of the President, the Vice-President shall preside at all meetings of the members and the Board and shall perform such functions as are commonly associated with the office.
D. Secretary: The Secretary shall keep a correct record of all meetings of the members and the Board.
E. Treasurer: The Treasurer shall have custody of all money of the Conference. He or she shall receive and give receipts for all monies or other things of value due, or to become due, to the Conference and make disbursements as directed by the Conference or the Board.
F. An Officer elected to a full two year term shall be eligible to be elected to one successive full two year term in that same office; and after that second full two year term, shall be ineligible to be elected as that officer until one year shall have elapsed after ceasing to serve as that officer by virtue of an election. The Treasurer is an exception and may serve several consecutive terms. The President and Vice-President shall be elected in even-numbered years; the Secretary and Treasurer shall be elected in odd-numbered years.

G. Vacancies: A vacancy in any office for any reason may be filled by the Board until the next Annual Meeting, at which time a successor shall be elected.
  
Section 3.3  DIRECTORS

A. Election and Term of Office:  Directors shall be elected each year at the Annual Meeting for three-year terms, or until their successors have been elected. One Youth Director, whose age shall fall within the age range designated for district youth activity, shall be elected each year at the Annual Meeting for a one-year term or until a successor has been elected. The terms of Directors and Officers shall begin at the close of the Annual Meeting at which they are elected. Directors shall carry out ARTICLE I, Section 2, attend Board Meetings, and represent the Board at District functions.

B. Eligibility:  A Director elected for a full three-year term shall be ineligible to a new term until one year shall have elapsed after he or she ceased to serve as Director by virtue of such election.

C. Vacancies:  Any vacancy occurring in the Board shall be filled by the Board until the next Annual Meeting at which time a successor shall be elected. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Three (3) successive absences from meetings of the Board on the part of any Director or Officer shall automatically vacate his or her office.
  

ARTICLE IV - UUA TRUSTEE

Section 4.1  A Trustee representing the Southwestern Unitarian Universalist Conference - a District of the Unitarian Universalist Association on the Board of Trustees of the Association shall be elected according to Unitarian Universalist Association Bylaws Article IX, Section 9.11, (d), (2) which reads as follows:
(2) by delegates at a district meeting at which each certified member society is entitled to the same number of voting delegates as specified in Section 4.8(a) of these [UUA] Bylaws, with absentee ballots by the delegates permitted.
  
Section 4.2  A Trustee representing the Southwestern Unitarian Universalist Conference shall be elected for a term of four (4) years and may serve no more than two successive terms of four years each.
  
Section 4.3  Nominations for the office of Trustee of the Association shall be made by petition signed by at least sixty (60) legal members of six (6) or more Member Societies of the District provided that no more than ten (10) such members of any Member Society shall be counted as part of the required sixty (60) signatures.
  
 ARTICLE V - COMMITTEES

Section 5.1  Executive Committee: There shall be an Executive Committee comprised of the Officers of the Board (the President, the Vice-President, the Secretary, and the Treasurer). The  Committee shall have the power to act in exigent matters, subject to the approval of the Board. Three (3) members shall constitute a quorum. The Executive Committee shall  arrange for an audit of the Treasurer's accounts, by an independent auditor whenever there is a change in the position of Treasurer or every four years, whichever is more frequent. In addition, the Executive Committee is authorized to borrow money and give notes in the name of the Conference, for purposes and amounts not to exceed those provided in the budget, in anticipation of income due or to become due to the Conference.

 
Section 5.2  Nominating Committee:  The Nominating Committee shall exist for the purpose of selecting nominees for the Board of Directors and Officers of the Board.

A. The Nominating committee shall consist of six (6) members serving staggered two-year terms. Three members will be elected at the Annual Meeting. A second-year member shall serve as Chair of the Nominating Committee.

B. The Nominating Committee shall present a slate of one candidate for each office to be filled and for each vacancy on the Nominating Committee. This slate will be published and distributed to all Member Societies with the notice of the Annual Meeting.

C. Nominations for Officers or Directors may be made from the floor by voting delegates at the Annual Meeting provided the nominee meets the qualifications for the office and has given prior consent.

D. In proposing nominees, the Nominating Committee shall seek to maintain insofar as feasible a diversity of representation of Member Societies and congregants.

E.  The nominating Committee shall assist the Board by identifying potential candidates for vacancies on the Board or in district Committee chairs between annual Meetings.
F.  A member of the nominating Committee elected for a full two-year term shall be ineligible to serve a new term on the Nominating Committee until one year shall have elapsed after he or she ceased to serve by virtue of such election.
 
 Section 5.3    Charges to Committees: All Board Committees whose responsibilities are not specified in this Constitution shall be given a charge in writing. A copy of each charge shall be inserted in the minutes of the Meeting at which the charge was approved.  
Committees shall be of two types - Standing Committees and Special Committees. Standing Committees shall be concerned with continuing activities of the District and shall be permanent. All other Committees shall be designated Special Committees. Task forces shall be established to perform specific work assignments, and shall normally be dissolved when such work assignments have been completed. Special Committees and Task Forces may be dissolved by the President at any time with the concurrence of the Board of Directors.
     
Section 5.4    Reports of Committees: Each Committee shall report, in writing, on activities and expenditures to the Board at least thirty (30) days prior to the Annual Meeting. Such reports shall also be furnished to the Delegates at the Annual Meeting.
  
 ARTICLE VI - RESOLUTIONS
 
 Section 6.1    General and Business Resolutions:
 
 A.  Resolutions must be received by the Executive Committee of the SWUUC Board of Trustees at least one hundred ten (110) calendar days prior to the Annual Meeting.
B. In order to be included in the notice regarding the date of the Annual Meeting and placed on the agenda for the meeting, resolutions must have the endorsements of at least six (6) active member societies of the district. Endorsements may be made in accordance with the by-laws of the member society (i.e. Board of Trustees or Congregational action) or by petition signed by at least ten (10) members of the church or fellowship (as attested by the Clerk, Secretary, President or Minister of the society).
C. All resolutions (except emergency resolutions) shall require for passage a two-thirds (2/3) majority vote of the delegates present and voting.
     
Section 6.2    Emergency Resolutions: Resolutions which a member society considers to be of an urgent or emergency nature (relating to important events or issues which occurred during the period following the deadline date for receipt of general business resolutions in accordance with Section 6.1 A. above) may be introduced by a delegate to the Annual Meeting. Any question raised regarding whether the emergency resolution is appropriate for consideration by the delegates may be resolved by a vote of the delegates (a two-third [2/3] affirmative vote shall be required on the question). However, approval of the emergency resolution itself shall require a three-fourths (3/4) affirmative vote [seventy-five percent (75%) of the delegates present and voting for passage].
 
Section 6.3    Other Resolutions: Resolutions involving administrative matters, housekeeping items and commendations may be offered from the "Floor" by delegates during the meeting and shall require a majority vote for passage.
     
 ARTICLE VII - RULES & POLICY 
 
Section 7.1    Adoption, Repeal and Amendment of Rules & Policy by Delegates:  The Conference may adopt, amend, or repeal Rules & Policies not inconsistent with this Constitution at any Annual Meeting by a majority vote providing the proposed action has been placed on the agenda in the same manner as other resolutions.
 
Section 7.2    Board of Directors:  The Board of Directors may adopt Rules & Policies not inconsistent with this Constitution and may amend or repeal these Rules & Policies.
     
Section 7.3    Rules of Order:  The Rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Conference in all cases to which they are applicable and in which they are not inconsistent with this Constitution and any Rules adopted hereunder.
     
 ARTICLE VIII - DUES  
 
Section 8.1    Annual Dues: Annual Dues for member organizations shall be set at any Annual Meeting, after due notice, and shall continue at the rate so set until changed. Dues are to be figured on the basis of the society's most recent annual Member Society Certification submitted to the UUA, and payable prior to the Annual Meeting of the Conference. Financial Support by Associate Members is set separately by the Board of Directors.
     
 ARTICLE IX - AMENDMENTS
 
Section 9.1    Amendments: This Constitution may be amended by a majority vote of the accredited delegates at any meeting of the Conference, provided written notice shall have been mailed by the President or Secretary of the Board of Trustees to the members at least one (1) month prior to such Annual Meeting, or notice shall have been given at the Annual Meeting next preceding.
     
 As Amended April 1978, April 1989, April 1990, April 1992, April 1994, April 1996, April 1997, April 1998, April 1999, April 2000, April 2007