Proposed By-Law changes for the Wyoming Association of Churches

Current By-Laws

 

Proposed Change

ARTICLE I –  Name

The name of this organization is THE WYOMING ASSOCIATION OF CHURCHES.

The name of this organization is the
Wyoming Association of Churches.

ARTICLE II – Term

The term of the organization is perpetual.

(Same)

ARTICLE III – The Purpose

The purpose of the Wyoming Association of Churches is to foster an
ecumenical ministry of spiritual growth through the development of community
and service and to promote social justice in Wyoming.

The Association is organized exclusively for charitable, religious
and educational purposes, including the making of distributions for such
purposes to organizations that qualify as exempt organizations under Section
501(c)(3) of the Internal Revenue Code of 1945 (or the corresponding
provision of any future United States Internal Revenue Law.

The purpose of the Association, as people
of faith, is to empower Wyoming’s congregations for spiritual growth to promote
social and environmental justice in Wyoming through prayer, discernment, leadership,
advocacy and service.

 

(2nd paragraph the same.)

ARTILCE IV – Membership

The Association shall have four forms of membership: (1)
Denominational/Judicatory members; (2) local church congregations; (3)
individual/family members; and affiliated ecumenical agencies that have been
approved by the Board of Directors.

1.Any Christian denomination having churches located within the State
of Wyoming that accepts the purpose of the Association, as set forth in
Article III, is eligible to apply for membership in the Wyoming Association
of Churches,  An applicant denomination
shall become a  member of the
Association following affirmative consensus on its application by the Board
of Directors.

2.The congregation of any local Christian church located within the
State of Wyoming, acting collectively, that accepts the purposes of the
Association, as set forth in Article III, is eligible to apply for membership
in the Wyoming Association of Churches.
Such an applicant congregation shall become a member of the
Association following affirmative consensus on its application by the Board
of Directors.

3.Any member of any Christian church located within the State of
Wyoming that accepts the purposes  of
the Association, as set forth in Article III, is eligible for individual or
family membership in the Wyoming Association of Churches.

4.Any ecumenical agency located within the State of Wyoming that
accepts the purposes of the Association, as set forth in Article III, is
eligible to apply for membership in the Wyoming Association of Churches.  Such an applicant agency shall become a
member of the Association following affirmative consensus on its application
by the Board of Directors.

The Board of Directors shall establish and maintain a schedule of
graduated dues for these four categories of membership in the Association.

The Association shall have four forms of membership:
(1) denominational/judicatory members that have congregations located within
Wyoming; (2) local faith-based  congregational members located within
Wyoming; (3) individual/family members; and (4) other agencies or
organizations operating in Wyoming

 

Members have a right to vote at the
annual meeting and other membership meetings.
To be a voting member at a meeting, the member must have met the
following requirements: (1) accepts the purpose of the Association as set
forth in Article III, (2) has contributed financially to the Association within
the year prior to the meeting where voting, (3) has indicated the desire to
be considered a member and (4) has been approved by the Board of Directors.  A person may have only one vote even if
representing more than one category of membership.

 

The Board of Directors may establish
levels of dues for memberships.

 

All members of the Board of Directors and
members of committees or teams of the Association shall become individual
members of the Association. 

ARTICLE V – Representation

All attending members shall
have the right to full participate fully in any Association business
to come before Association membership meetings 

Each participating denomination judicatory shall be represented
during the membership meetings of the Association by a minimum of three
voting persons:  One executive, one
clergy person and one layperson.
Participating judicatories are encouraged to send more than the
minimum number of judicatory representative (members) to membership meetings.

All standing, program and project committees of the Association shall
be represented in the membership meetings of the Association by their current
chair or the chair’s designated alternate, along with attending committee
members.  We are encouraged to
participate fully in such meetings.

(Delete Article V.)

ARTICLE VI – Observer Status

Any religious denomination/judicatory having churches within the
State of Wyoming that accepts the purposes of the Association, as set forth
in Article III, but, for whatever reasons, cannot or will not join in full
membership with the Wyoming Association of Churches, may have Observer
Status.  These denominations/ judicatories
with Observer Status may have representation with voice but without vote at
Membership Meetings of the Association, and may have representatives with
voice and participation-in-consensus on any Standing Committee. Such Observer
denominations/judicatories may have voice without participation–in-consensus
representation on the Board of Directors.
A representative of such Observer denomination/judicatories may nit be
an officer on the Board of Directors.

(Delete this Article.)

ARTICLE VII – Officers

The officers of the Association shall be Chair, Vice Chair, Secretary
and Treasurer.   When possible, the
office of Chair shall alternate between laity and clergy.  Officers of the Association must reside
within the boundaries of member judicatories.
The officers of the Association shall also be the officers of the
Board of Directors.  In addition, the
officers may be selected from the general membership of the Association.

After an ad hoc nominating
committee submits candidates, drawn from within the Association Membership,
the Board shall elect Association officers for staggered terms of two
years.  Officers shall be limited to
two consecutive terms.

 

The officers are officers of both the
Association and of its Board of Directors.
The officers of the Association shall be Chair, Vice Chair, Secretary
and Treasurer.  The office of Chair
shall alternate between laity and clergy to the extent reasonable.  Officers shall reside in Wyoming or the
judicatoy member boundaries and may be selected from the general
membership.    The officers’ terms shall
be staggered terms of two years and are limited to two consecutive terms.

 

ARTICLE VIII – Staff

A Board of Directors of the Association may employ staff as its
programs require and its resources permit.
The Board may determine compensation, duties and conditions of work
for such staff.  Compensation, benefits
and duties of staff members shall comply with Wyoming Statutes and
Regulations.  Staff shall not serve on
the Board of Directors.  During Board
meetings, however, staff may have voice without participation in consensus
decisions. 

Same except that the 2nd sentence:   (The Board ) shall . . .

ARTICLE IX – Board of Directors

A Board of Directors shall take office on January 1 of each
year.   The Board of Directors shall consist of one representative
from each judicatory, or the judicatory’s designated alternate, and the
chairs of standing, project and program committees, or the committee chair’s
designated alternate.

The officers of the Board of Directors may be chosen from the general
membership as well as from judicatory representation.

The board may
add up to six additional members to the board of directors to achieve more
diversity and participation, especially as it relates to being justice-driven
and inclusive of representatives of those who are under-served and/or those
the board seeks to connect more closely.”

The members of the Board of Directors must reside within the State of
Wyoming and be members of the Association.
At no time shall there be more than five board members from one member
denomination.

The responsibilities of the Board of Directors shall be to prepare
agendas for the meetings of the Association, to oversee the implementation of
programs and projects authorized or approved by the Association, to keep the
Association informed of the progress of ecumenical ministries in the State of
Wyoming, and to perform such additional duties and exercise such authority as
may be assigned to it by the Association.
It shall report all its actions to the Association at the next meeting
following such actions.  The Board of
Directors shall hold at minimum of four meetings a year, and as many
additional meetings as are deemed necessary to fulfil its responsibilities.

The Board of Directors shall take office
on January 1 of each year. The Board of Directors shall consist of one
representative from each denomination/judicatory member and the officers
elected by the membership.

 

2nd paragraph the same.

3rd paragraph the same.

 

Except for board members representing
judicatories, all board members shall reside in Wyoming.  At no time shall there be more than one-fourth
of the board members who reside out of state.    No more than three board members shall be
from any one denomination. 

 

As agreed upon by the board of directors,
meetings may be held by webinar or conference calls.

 

The Board of Directors shall meet at
least four times each year.

 

The board of directors shall set
policies, report to the denomination/judicatory members and solicit their
meaningful engagement and participation, solicit funding for program and
project activities and oversee program and project activities. 

 

Each board member shall declare any known
financial conflicts of interests and abstain from voting on any matter that
economically benefits him or herself or a family member including spouse,
parent, child, sibling or in-laws.

 

A board member may be removed for
misconduct as determined by the other board members, except for having been a
whistle-blower and in good faith reporting illegal or unethical activity
within the Association.

 

A board member shall be removed if he or
she misses more than two consecutive board meetings.

ARTICLE X – Standing Committees

The Association shall have an Executive Committee, a Finance
Committee, a Personnel Committee and such other standing committees as may be
determined by the Board of Directors.
Decisions for all standing committees shall be reached through a
consensus process.

1.Executive Committee – The Executive Committee shall be empowered to
make decisions that would normally be made by the Board of Directors during
the intervals between Board meetings, in situations where a decision cannot
be deferred until the next meeting date.

2.Finance Committee – The Finance Committee shall consist of three or
more members of the Association, appointed annually by the Chair of the Board
of Directors and affirmed by consensus within the Board of Directors.  The Treasurer – and the Bookkeeper, if
there be one – shall be an ex officio member of the Finance Committee.   The Committee’s responsibilities shall
include preparation of annual budgets, oversight of record-keeping and
reporting, oversight of the preparation and submission of grant applications,
and arranging for the biennial auditing of the organization’s financial
records.

3.Personnel Committee – the Personnel committee shall consist of at
last three but notmore than five members of the Association, appointed
annually by the Chair of the Board f Directors.  The contracts for employees, ensuring fair
employment practices, evaluation the principle executive staff member of the
Association  annually, and making
policy recommendations regarding the staff.

The Executive Committee shall consist of
the four officers, the prior board chair and up to two other board members at
the discretion of the board.

 

The Executive Committee shall meet in
person or by conference call between board meetings, preferably monthly, to
review financial statements, for updates, to annually evaluate the executive
director, to prepare for board meetings, to prepare an annual budget and to
make decisions that need action prior to the next board meeting.  Decisions shall be reported at the next
board meeting.

 

The Board Chair, with the consent of the
Executive Committee, may appoint other committees to delegate
responsibilities regarding finances, personnel or other activities. 

 

A Financial Review Committee shall be
appointed in January of each year by the Board Chair to conduct an annual
financial review and submit a written report to the Board of Directors by
July 1 of each year. 

 

A Nominating Committee of at least three
members shall be appointed two months prior to the Annual Meeting to select
nominees for officers.

ARTICLE XI – Program and Project Committees

Program and Project Committees may be created by the Association or
the Board of Directors from time to time to carry on assigned programs and
projects approved by the Association.
The Board of Directors shall discontinue a program or project
committee when its function is no longer needed or appropriate, or when it
ceases to function satisfactorily.

The membership of the program and project committees shall consist of
persons appointed annually by the Chair of the Board of directors and
affirmed by the Board of Directors, guided by recommendations solicited and
received from the Association membership.
Membership of these committees shall include persons whose expertise
shall be deemed helpful to the committees, whether or not they are currently
Board members.  Decisions made by all
program and project committees shall be reached through a consensus process.

It is understood that denominational judicatories are free to support
and participate in program and project committees, or to refrain from support
and participation without prejudice.
The freedom and flexibility applies both to present and future program
committees and projects.

Teams, such as Spiritual Life, Sacred
Ground and Peace & Justice, and project or program committees may be
established by the Board of Directors to carry out the purpose of the
Association. 

ARTICLE XII – Related Ecumenical Agencies

The Association seeks and welcomes a collegial and functional
relationship with all ecumenical agencies that function in the State of
Wyoming.  The representative for each
agency is recognized as a member of the Association (see Article V).  further structural and functional
relationships may be developed by negotiation and mutual agreement by and
between the Association and these ecumenical agencies and other groups whose
goals are similar to the Association’s goals.

The Wyoming Association of Churches may
work in cooperation or coalition with other organizations with a compatible purpose
and/or on endeavors which are consistent with resolutions adopted by the
Association as a means to advance the purpose of the Association.

ARTICLE XIII – Meetings

The Association shall hold an annual membership conference each year
in the fall.  The Board of Directors
may call special membership meetings.

(Same)

ARTICLE XIV – Capitol Stock

There is no Capitol Stock.  In
the even capitol stock is given as a gift to the Association, it will be sold
at a convenient time and placed in the treasury of the Association for the
Board of Directors to oversee in accordance with the mission of the Association.

ARTICLE XV – Tax Exemption

No part of the net earnings of the Association shall inure to the
benefit of or be distributable to its members, trustees, officers, or other
private persons, except that the Association shall be authorized and empowered
to pay reasonable compensation for services and to make payments and
distributions in furtherance of the purpose set forth in Article III
hereof.  No substantial part of the
activities of the Association shall be the carrying on of propaganda or
otherwise attempting to influence legislation, and the Association shall not
participate in, or intervene in (including publishing or distribution of
statements)  any political campaign on
behalf of any candidate.  The
Association shall not carry on any other activities not permitted to be
carried on (a) by a corporation exempt from Federal Tax under Section
501(c)(3) of the Internal Revenue Code of 1954 b(or any corresponding
provision of any future United States Internal Revenue Law) or (b) by a
corporation, contribution to which are deductible under Section 170(c)(2) of
the Internal Revenue Code of 1954 (or any corresponding provision of any
future United State Internal Revenue Law.)

There is no Capitol Stock.  In the event capitol stock is given as a
gift to the Association, it shall be sold or invested in a manner allowed by
law for the sole purpose of the Association and consistent with the
Association’s tax exempt nonprofit status.

 

 

 

Same

ARTICLE XVI – Dissolution

Upon dissolution, the assets of the Association shall be transferred
to any successor organization designed to serve the purposes presently served
by the Association.   The Board of
Directors shall, after paying or making provision for the payment of all the
liabilities of the Association, dispose of all assets of the Association
exclusely for the purposes of the Association in such a manner, or ito 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 0f 1954 (or any corresponding provision
of any future United State Internal
Revenue Law), as the Board of Directors shall determine.  Any such assets not so disposed of shall be
disposed of by the Court of Common Pleas on the county in which the principal
office of the Association 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. 

(Same)

ARTICLE XVII – Resolutions

Any member of a congregation belonging to the Wyoming Association of
Churches can propose a resolution that deals with a public policy issue for
adoption to the Annual Membership Meeting or to a special meeting of the
membership.  The proposed resolution
must first be presented for approval to the appropriate program committee and
then the Board of Directors prior to the Annual Membership Meeting or to a
special meeting of the membership, where the resolution will be considered.

Other than “The Universal Declaration of Human Rights,” “The U.N.
International Covenant on Economic, Social and Cultural Rights,” and “The U.N.
International Covenant on Civil and Political Rights,” only those resolutions
adopted at Annual Membership Meetings in the three years prior to a current
legislative session, in preparation or process, shall be binding upon anyone
speaking before a legislative committee on behalf of the Association.  However, any resolution adopted at a prior
Annual Membership Meeting may be reaffirmed by any future Annual membership
Meeting.

At the Annual Meeting, the Board of Directors will propose to the
membership 2-4 social policy topics to be given priority during the following
year.

Any member belonging . . .  (deleting “of a congregation”) . . . The proposed resolution must first be presented
for approval to the appropriate program committee or team . . .
(Rest
the same in the 1st paragraph)

                                                                           

(Delete the first part of the 2nd paragraph until the word
“only” and begin the sentence with:  Only those resolutions adopted . . . (Rest
the same.)

Delete the last paragraph.

ARTICLE XVIII – Amendments

These By laws may be amended at any membership meeting of the
Association by a two-thirds vote of voting members present, provided that
notice of the proposed amendments shall have been sent to each member at
least one month in advance of the meeting.

(Same.)

Proposed Change in Articles of Incorporation

Paragraph 4. (As originally filed in 1976.)

“Each participating judicatory shall be represented by three persons – its executive, a member of its clergy and a layman – though it is understood that each judicatory is free to establish its representation as best suits its own needs and forms.”

The organization of this coalition is left to the representatives of the several judicatories (denominations), it being understood that flexibility is our intent, so that we amy (sic) be free to attempt new programs and drop old ones as the circumstances indicate.

Officers of Coalition shall be elected annually and shall be Chairman, Vice Chairman and Secretary-Treasurer.  They shall be elected upon nomination of a Nominating Committee appointed by the Chairman.

Proposed Change: 

As set out in the bylaws, each denomination/judicatory with congregations in Wyoming that becomes a member of the Wyoming Association of Churches may have representation on the Board of Directors and allowed participation by its executives, clergy and laity at membership meetings.  Additional board of directors and memberships shall be as set out in the bylaws.  Officers elected by the membership pursuant to the bylaws shall also serve on the Board of Directors and shall serve as officers of both the Wyoming Association of Churches and its Board of Directors.