THE AMERICAN UNIVERSITY UNITED METHODIST CHAPLAINCY
ARTICLE I: NAME AND LOCATION
The name of the organization is the American University United Methodist Chaplaincy (hereinafter referred to as “the Chaplaincy”). The principal office of the Chaplaincy shall be located at the Kay Spiritual Life Center of American University, Washington, D.C., but meetings of the Directors may be held at such places as may be designated by the Board of Directors.
ARTICLE II: PURPOSE
The purpose of the Chaplaincy is to provide a strong, open, visible, and faithful United Methodist ministry to the American University campus that ministers to all, is accepting of all, and represents the love and grace of Jesus Christ as understood in the Wesleyan tradition, specifically:
(1) To promote United Methodist religious, educational, social, cultural, counseling, welfare, and communal activities at The American University;
(2) To assist, encourage, and coordinate the diverse expressions of United Methodist life in the university community;
(3) To deepen the understanding of the entire university community of United Methodist life and issues and to reinforce the historic and ongoing connection of the United Methodist Church to The American University;
(4) To bring United Methodist faculty, staff, graduate students, and undergraduate students closer to the connectional United Methodist community and to involve them more deeply in its concerns.
ARTICLE IV: BOARD OF DIRECTORS
1. Management of the affairs of the Chaplaincy shall be vested in its Board of Directors. Its members shall be referred to herein as “Directors.” The Board of Directors shall possess, and may exercise, any and all powers granted to the Chaplaincy under the relevant provisions of the Book of Discipline of the United Methodist Church, subject to the limitations set forth therein, holding itself accountable to the Baltimore-Washington Conference Committee on Higher Education and Campus Ministry. In furtherance, but not in limitation of its authority, the Board of Directors shall have power
(a) To designate, by vote of a majority of the Directors present and voting, provided a quorum is present, an Executive Committee, consisting of the Chair of the Board of Directors and one or more, not to exceed four, other Directors. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the Chaplaincy, to the extent provided in the resolution adopted by the Board of Directors. The Chair of the Board shall serve as Chair of the Executive Committee.
(b) To designate, by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present, other committees whose membership need not be limited to Directors, which shall have and exercise such authority as the Board of Directors shall authorize.
(c) To exercise direct oversight and support of the programs and finances of the Chaplaincy, exclusive of the salary of the Chaplain.
(d) To provide an annual evaluation of the Chaplain and make recommendations regarding professional and spiritual development.
(e) To evaluate annually the Chaplaincy in consultation with the Chaplain.
2. The Board shall have not fewer than twelve nor more than twenty-one members.
3. The Board shall have among its members:
(a) at least one member of the Baltimore-Washington Conference Committee on Higher Education and Campus Ministry;
(b) The staff person related to the Baltimore-Washington Conference Committee on Higher Education and Campus Ministry;
(c) At least one member of the faculty or staff of American University, such person(s) being an active participating member of a Christian denomination;
(d) At least one student who is enrolled full-time at American University and is active in the programs of the Chaplaincy;
(e) At least one clergy member of the Baltimore-Washington Conference with interest or expertise in campus ministry; and
(f) Such other lay or clergy people as may be added or desired.
4. Members of the Board of Directors need not be residents of the District of Columbia.
5. Each Director shall hold office for a term of one year.
6. Elections to the Board of Directors shall occur annually at the annual meeting of the Board. The Chair shall present to the membership a slate of candidates for membership to the board. Notwithstanding the foregoing, the Chair may from time to time appoint additional interim members to the Board with the consent, by majority vote, of the Directors. Such interim members shall serve until the next annual meeting.
7. A majority of the Directors then in office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of those members present may adjourn the meeting. The affirmative vote of a majority of the Directors present at a duly notified and called meeting of the Board of Directors at which a quorum is present shall be necessary and sufficient to the making of decisions by the Board of Directors, except as a larger vote may at any time be otherwise specifically required by the Non-profit Corporation Act, the United Methodist Book of Discipline or these Bylaws.
8. Any vacancy occurring in the Board of Directors due to the death, resignation, or disability of a Director shall be filled by the remaining members of the Board. A Director appointed to fill a vacancy shall be appointed for the un-expired term of his or her predecessor in office. Any Director wishing to resign his or her position before the expiration of his or her term shall notify the Chair of the Board of the Chaplaincy in writing.
9. Individual Directors of the Board may be removed for good cause shown and only upon a two-thirds majority vote of the full Board.
10. Regular or special meetings of the Board may be held within or without the District of Columbia at such times and in such places as the Board of Directors may by resolution determine in advance, but in no event less often than once a year. Special meetings may be called by the Chair and shall be called by the Secretary upon the written request of one-third of the Directors then in office.
11. Both regular and special meetings of the Board of Directors, or any change in the time or place thereof, must be preceded by written notice to each Director. Such notice shall specify the date, time and place of the meeting, and, in the case of special meetings, shall specify the purpose for the meeting or the business to be conducted.
12. Notwithstanding the requirements of paragraph 11 of this Article, a Director may waive notice of the time and place of any regular or special meeting. Attendance at a regular or special meeting shall constitute a waiver of notice, except where the Director attends a meeting for the express purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or is not lawfully convened. A written statement filed with the Secretary by any Director either before or after a meeting is held, which recites knowledge of the date, time, and place of such meeting and specifically waives notice thereof, shall also be effective to dispense with the requirement for prior written notice to such Director.
13. Directors shall receive no compensation for their services as Directors. The Board of Directors may authorize that Directors be reimbursed for expenses incurred while acting on behalf of the Chaplaincy. No Director shall simultaneously sit as a voting member of the Board and receive moneys from the Chaplaincy for the performance of a contract without the approval of the Board by majority vote of the full Board.
ARTICLE V: OFFICERS
1. The officers of the Chaplaincy shall consist of a Chair, a Vice-Chair, a Secretary, a Treasurer, and such other officers and assistant officers as the Board of Directors may from time to time establish.
2. The Chair, the Vice-Chair, the Secretary, and the Treasurer shall be elected by the Board of Directors, and shall hold office for a term of one year from the effective date of their election. The Chair, Vice-Chair, Secretary, and Treasurer shall be Directors, but assistant officers need not be members of the Board of Directors. Any vacancy among the officers due to death, resignation, or disability shall be filled by the Board of Directors, for the remainder of the un-expired term. Any officer wishing to resign his or her position shall notify the Chair of the Board in writing; a Chair wishing to resign shall notify the Secretary of the Board in writing.
3. The Vice-Chair shall have such other powers and shall perform such other duties as from time to time are assigned to that Vice-Chair by the Board of Directors or by the Chair. In case of the absence or disability of the Chair, the duties of that office shall be performed by the Vice-Chair.
4. The Chaplain shall be the chief executive officer of the Chaplaincy and shall direct and execute, as the acts of the Chaplaincy, all decisions of or programs adopted by the Board of Directors, and shall perform such other duties as the Board of Directors may from time to time prescribe or authorize. The foregoing duties shall include, but shall not be limited to, the conduct of religious services, community building, social witnessing, the provision of Christian education, providing counseling services, the hiring (at reasonable compensation) and discharging of employees, the execution of any contract or other instrument on behalf of the Chaplaincy, the signing of checks, drafts, or other orders for the payment of money, the signing of notes or other evidence of indebtedness, and the leasing or renting of office space for the Chaplaincy. The Chaplain shall be appointed by the Bishop of the Baltimore-Washington Conference or his designee, and shall serve for such time as the Bishop determines. The Chaplain shall be a non-voting member of the Board ex officio. The remuneration of the Chaplain shall be determined by the Baltimore-Washington Conference of the United Methodist Church. The Chaplain shall have the authority to sign checks, provided that checks in excess of Two Thousand Dollars ($ 2,000.00) must be co-signed by the Treasurer, or in the absence of the Treasurer, by the Chair.
5. The Secretary shall keep the minutes of all meetings of the Board of Directors, including all votes and resolutions adopted, and shall record all such documents and records in a book to be kept for that purpose. He or she shall issue notices of all meetings and file all reports required by governmental authorities. He or she shall also perform such other duties as the Board of Directors shall prescribe.
6. The Treasurer shall act in the capacity of general financial supervisor of the Chaplaincy, and shall render to the Chaplain and Directors, upon request, but in no event less often than once a year, an account of all financial transactions of the Chaplaincy and of its general financial condition. The Treasurer shall have authority, in the absence of the Chaplain, to sign checks on the accounts of the Chaplaincy. In the absence of the Chaplain, the Treasurer may only sign checks in excess of Two Thousand Dollars ($ 2,000.00) with the co-signature of the Chair of the Board. The Treasurer shall also perform such other duties as the Board of Directors may prescribe.
7. The Board of Directors may require the Chaplain and/or such other officers and assistant officers who are authorized to sign checks or other financial documents for the Chaplaincy to be bonded. The expenses of such bonding shall be borne by the Chaplaincy.
ARTICLE VI: EXECUTIVE COMMITTEE
1. The day to day operational and management authority of the Chaplaincy shall be vested in an Executive Committee of the Chaplaincy.
2. The Executive Committee shall consist of the Officers of the Chaplaincy, the Chaplain, and no more than four (4) members of the Board of Directors who are appointed by the Chair of the Board and affirmed by majority vote of the Board.
3. The Executive Committee shall be responsible for oversight of day to day operations of the Chaplaincy, including oversight and supervision of the Chaplain, and for ensuring that the Chaplain and the other Officers of the Chaplaincy are conducting the business of the Chaplaincy both within the mandates and policies set forth by the Board, the Baltimore-Washington Conference, the Book of Discipline of the United Methodist Church, and within the budget set forth by the Board.
ARTICLE VII: INDEMNIFICATION
The Chaplaincy shall indemnify any Director or officer, or former Director or officer, of the Chaplaincy, or any person who may have served at its request as a director or officer of another corporation, whether for profit or not for profit, against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. Such indemnification shall not be exclusive of any other rights to which such director or officer may be entitled under any bylaw, agreement, vote of the Board of Directors or otherwise.
ARTICLE VIII: ACCOUNTING PERIOD
The annual accounting period of the Chaplaincy shall be the calendar year unless otherwise determined by the Board of Directors.
ARTICLE IX: AMENDMENTS
By a vote of two-thirds of the Directors present and voting, provided a quorum is present, the Board of Directors may alter, amend, repeal, or add to any of the bylaws of the Chaplaincy and adopt new bylaws in the place of any provisions deleted, so long as the proposed changes were included in the notice of the meeting and are consistent with the Book of Discipline of the United Methodist Church.
ARTICLE X: DISSOLUTION
Upon the dissolution of the Chaplaincy, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Chaplaincy, dispose of all the assets of the Chaplaincy exclusively for the purposes of the Chaplaincy in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Unites States Internal Revenue Law), as the Board of Directors may determine. Any such assets not so disposed of shall be disposed of by the Court of the jurisdiction in which the principal office of the Chaplaincy is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
These bylaws were adopted by vote of the Board of Directors on January 14, 2003, and replace all previous bylaws.