Purpose
Article I (Corporation Name)
Article II (Corporation Purposes)
Article III (Compensation)
Article IV (Duration and Office)
Article V (Original Incorporators)
Article VI (Congregational Members)
Article VII (Board of Directors)
Article VIII (Amendment of By-laws)
Article IX (Stock and Liability)
Article X (Dissolution)
Ratification history

Preamble Purpose

Article I Membership

Article II Meetings

Article III Board of Directors

Article IV Committees

Article V General Provisions

Article VI UUA Board of Trustees Member

Ratification history

Articles of Incorporation

Board of Directors

By-laws

Committees

Corporation

Duties

Elections

Fiscal Year

Membership, more on Membership

Name

Nominations

Original Incorporators

Parliamentary Authority

Registered Office

Vacancies

Voting

UUA Trustee

PURPOSE

We the undersigned, being of full age, for the purpose of forming a corporation under the provisions of Chapter 317 of Minnesota Statutes, known as the Minnesota Non-Profit Corporation Act, do hereby associate ourselves as a body corporate and adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be Prairie Star District, Unitarian Universalist.

ARTICLE II

The purposes of this corporation shall be to cultivate cooperative relationships among its member churches, societies, and fellowships and their constituencies, hereinafter called congregations; to promote the religious life of these congregations; to assist members of congregations to carry on active and effective liberal religious programs in their respective communities, as embodied by the Unitarian Universalist movement; to cooperate with the Unitarian Universalist Association (UUA) and any other group, organization, or corporation interested in the growth and development of liberal religious principles and programs. For any such purposes this corporation may solicit and receive property of any nature and by any type of transfer.

ARTICLE III

This corporation shall not afford pecuniary gain, incidentally or otherwise, to any individual members, but reimbursement for expenditures or reasonable compensation for services rendered shall not be deemed pecuniary gain.

ARTICLE IV

The duration of this corporation shall be perpetual. Its registered offices shall be in St. Paul, Minnesota.

ARTICLE V

The name and address of each incorporator is:

ARTICLE VI

Member congregations of this corporation include the Church of the Larger Fellowship (CLF) and all churches, societies, and fellowships located within the boundaries of Prairie Star District who have affiliated with the Unitarian Universalist Association and are approved as being in sympathy with the purposes of the corporation by its Board of Directors. Representation of each congregation at any annual or special meeting of the corporation shall be determined by the By-laws. Proxies shall not be permitted.

ARTICLE VII

The management of the corporation shall be the responsibility of a Board of Directors consisting of seven (7) directors and four (4) officers (president, vice president, secretary, and treasurer) elected by the delegates of each congregation. The District Trustee to the Unitarian Universalist Association, elected as specified in Article VI of the By-laws, and a District Executive who is an employee, are ex-officio members of the Board without voting rights. However, the first Board of Directors shall consist only of the following seven (7) persons:

They shall serve until the first meeting of the corporation. At the first meeting two (2) directors shall be elected by the delegates for a one-year term, three (3) directors shall be elected for a two-year term, and two (2) directors shall be elected for a three-year term. Thereafter the term of each director shall be three (3) years or until such director’s successor is duly elected and qualified.

ARTICLE VIII

By-laws for the management of the corporation may be amended and these Articles of Incorporation may be amended by a 2/3 vote of the delegates present at any annual or special meeting of the corporation. The Board of Directors shall propose any such amendment by a resolution setting forth any such proposed amendment and directing that it be submitted for adoption at an annual or special meeting of the corporation. Notice of such proposed amendment shall be in writing and shall be received by the Board of Directors and each congregation, not less than thirty (30) days prior to said meeting.

ARTICLE IX

The corporation shall have no capital stock. None of the member congregations of the corporation nor the Board of Directors shall be liable for any obligations of the corporation.

ARTICLE X

Upon the dissolution, liquidation, or winding up of the corporation:

(a) None of the corporate property shall be distributed to any individual in a personal capacity.

(b) All of the corporation’s property shall be delivered to the Unitarian Universalist Association, its successors or assigns.

(c) Should that association no longer exist, all of the corporation’s property shall be distributed to corporations or other agencies organized and operated exclusively for educational, charitable, or religious purposes as may be selected by the Board of Directors.

IN TESTIMONY WHEREOF, we have hereunto set our hands and seals this second day of April, 1964.

PREAMBLE -- Purpose

The purposes of this corporation are to cultivate cooperative relationships among its member churches, societies, and fellowships and their constituencies, hereinafter called congregations; to promote the religious life of these congregations; to assist congregations to carry on active and effective liberal religious programs in their respective communities, as embodied in the Unitarian Universalist movement; to cooperate with the Unitarian Universalist Association (hereinafter referred to as the UUA) and any other group, organization or corporation interested in the growth and development of liberal religious principles and programs. (Article II, Articles of Incorporation)

ARTICLE I -- Membership

Sec. 1. Definition: Congregations within the boundaries of Prairie Star District and affiliated with the Unitarian Universalist Association are members.

ARTICLE II -- Meetings

Sec. 1. Annual Meeting: The corporation shall hold an annual meeting within the District at a time and place set by the Board of Directors.

Sec. 2. Special Meetings: A special meeting of the corporation may be called by the Board of Directors, or by the president, upon the written request of the presiding officers of twelve (12) congregations, stating the purpose of the meeting. Decisions made at a special meeting are limited to the stated purpose of the meeting as published in the notice of meeting under Article II Section 4.

Sec. 3. Resolutions: Resolutions of social concern must be received by the secretary no later than 60 days before the annual meeting. Such resolutions may be submitted by petition of ten (10) individuals of no fewer than three (3) congregations, or by a governing Board of a congregation.

Sec. 4. Notice of Meeting: Notice of a meeting of the delegates of congregations shall:

1. be written;
2. state time and place;
3. state purpose or purposes for any special meeting; and
4. be mailed to each congregation president or chairperson and minister not less than 30 days prior to the meeting. If there is no minister, the notice shall be mailed to a professional staff member or another officer of the congregation.

Sec. 5. Voting: Voting shall be by accredited delegates from congregations in good standing; by officers and directors of the corporation who are delegates at large; by ordained ministers in full or associate ministerial fellowship with the Unitarian Universalist Association and settled in member congregations; by ministers emerita or ministers emeritus of such congregations in ministerial fellowship with the UUA designated as such by a vote at a meeting of the member congregation not less than six (6) months prior to the Annual Meeting, provided that such minister has been settled previously in such congregation; and by others authorized by the corporation to vote.

1. A congregation is in good standing if it is in good standing with the Unitarian Universalist Association and if it made a financial contribution to the Prairie Star District during the fiscal year.
2. Each congregation of the corporation is entitled to two (2) voting delegates at any corporation meeting. Each congregation is entitled to one (1) additional delegate for each 75 members or major portion thereof.
3. Officers and directors are delegates at large, and shall be entitled to one (1) vote each, but no individual shall be entitled to more than one (1) vote.
4. Thirty three per cent of the total number of societies in the district, as represented by their delegates, shall constitute a quorum at an annual or special meeting.

ARTICLE III -- Board of Directors

Sec. 1. Membership: The Board of Directors of the corporation includes five (5) directors, four (4) officers, the UUA Trustee, the District Executive, and the Lifespan Program Director. The UUA Trustee, District Executive, and the Lifespan Program Director are ex-officio without vote.

Sec. 2. Meetings: Meetings of the Board of Directors shall be held at a time and place chosen by the Board, but in no event shall there be fewer than three (3) meetings each year. Special meetings may be called by the president or by no fewer than five (5) Board members. All meetings of the Board are open to representatives of the congregations and to the public. Five (5) members, present and voting, shall constitute a quorum of the Board.

Sec. 3. Notice of Meetings: Notice of meetings of the Board shall be given to Directors, Officers, the UUA Trustee, and the District Executive and others as the Board directs. Dates and times of meetings of the Board shall be circulated among congregations as widely as circumstances permit.

Sec. 4. Duties:

1. Duties of the Board of Directors shall be to manage the business affairs of Prairie Star District, to establish any committees deemed necessary for such conduct of business, to report at least annually to the congregations, to facilitate communication between the congregations and the District, and to report as required by the Unitarian Universalist Association and State and Federal laws.
2. The Board will advise the president on appointments of all committee members and chairpersons.

Sec. 5. Duties of Officers and UUA Trustee:

1. The president shall preside over meetings of the corporation, the Board of Directors, and the Executive Committee, and shall have all authority usually held by the executive officer of a corporation.
2. The vice president shall, on the temporary absence or disability of the president, perform the duties of the president. Additional duties may be assigned by the president or the Board of Directors. The order of succession in the event of the death, resignation, removal from office, of change of residence outside the District of the president is the same as other officers and is covered under Vacancies in this Article, Sec. 9, B.
3. The secretary shall take and preserve minutes of all meetings of the corporation, the Board of Directors, and the Executive Committee; have custody of the minute books of the corporation; give notices as required by law or by these By-laws; maintain files of correspondence, and perform other duties as directed by the Board of Directors.
4. The treasurer shall supervise the safekeeping of all funds of the corporation; shall maintain an inventory of all property of the corporation; shall supervise and be responsible for keeping all books and records of all financial transactions of the corporation; shall present an accounting to the delegates of the congregations at each annual meeting and at each meeting of the Board of Directors; shall collect and disburse all income and expenditures.
   
   In addition, the treasurer shall post an acceptable surety bond in favor of the corporation at the expense of the corporation in an amount to be determined by the Board; and shall submit all books and records for annual audit by an accountant or ad hoc committee selected and approved by the Board.
   
   Other responsibilities may from time to time be assigned by the Board.
5. The duties of the UUA Trustee include all those assigned by the Association as well as those assigned by the District Board to permit full representation of the District on the Board of Trustees and to inform the Board and the district congregations on all matters determined to be in their interest. The Trustee will report to all meetings of the corporation and to meetings of the Board of Directors as requested.

Sec. 6. Elections: Directors and officers are elected at annual meetings of the corporation as described below.

1. Voting is by accredited delegates from congregations in good standing and by officers, directors, and others authorized by the corporation to vote as specified in Article II.
2. The president and the secretary are elected in even-numbered years for two-year terms. The vice-president and the treasurer are elected in odd-numbered years for two-year terms.
3. Directors are elected at each annual meeting to serve three-year staggered terms.
4. Terms of office for all members of the Board of Directors shall begin on the July 1 which follows the member’s election and terminate on the June 30 which follows the election of a successor.

Sec. 7. Nominations and Voting for Officers and Directors: Voting for officers and directors shall not begin until after the report of the Nominating Committee, whose duties are described under Committees, Article IV, Section 1., and the call by the presiding officer for nominations from the floor for each office and director position, as described below:

1. All nominees shall be at least 18 years old, members of a Prairie Star District congregation, must maintain legal and de facto residence within the District, and be willing and able to perform the required duties.
2. All nominees must either be present, or if not present, must have communicated willingness to serve if elected.
3. After all nominations have been made and the nominations have been closed, voting shall begin.
   1. If more than one (1) candidate has been nominated for an office or position, balloting must be by secret ballot for that office or position. Balloting for other candidates who have no opposition may be by voice vote.
   2. If only one (1) candidate has been nominated for each office or position, the presiding officer may accept a motion to have the secretary cast one (1) ballot for the slate of nominees.
4. If voting has been by ballot, the presiding officer shall appoint three (3) tellers, who are not members of the Nominating Committee, to count the ballots. The number of votes cast for each candidate must be announced, and the candidate with the most votes shall be declared elected.

Sec. 8. Tenure for directors and officers:

1. Directors are eligible to serve two (2) consecutive three-year terms. If originally appointed to fill an unexpired term, the director is eligible for election to two (2) full terms.
2. Officers are eligible to serve two (2) consecutive two-year terms in the same office. If originally appointed to fill an unexpired term, the officer is eligible for election to two (2) full terms in that office.

Sec. 9. Vacancies:

1. A vacancy among directors may be filled by a majority vote of the remaining members of the Board. Any member so elected shall serve the remainder of the unexpired term.
2. A vacancy among the officers shall be filled by a majority vote of the remaining members of the Board. Any officer so elected shall serve the remainder of the unexpired term.
3. A vacancy in the office of UUA Trustee will be filled in the manner described in Article VI, Section 10.

ARTICLE IV -- Committees

Sec. 1. The Nominating Committee shall consist of five (5) persons who serve two-year, staggered terms, not to exceed two (2) consecutive terms. Three (3) members shall be elected by the delegates at the Annual Meeting and two (2) appointed by the Board of Directors. The Chair shall be appointed by the Board of Directors from among the three elected members.

The committee shall present for nomination at least one (1) candidate for each vacancy among officers and directors of the Board of Directors, the members of the Nominating Committee, and representatives to the Midwest Unitarian Universalist Conference. The complete list of such nominees shall be delivered to the secretary at least 45 days before the Annual Meeting and shall be included in the call for the meeting.

The president must also consult with the Nominating Committee before the Board fills any vacancies which may occur between Annual Meetings.

The UUA Trustee is nominated and elected in accordance with Article VI of these By-laws.

Sec. 2. The Executive Committee shall consist of the elected officers: the president, vice-president, secretary, and treasurer. In addition, the District Executive, the Lifespan Program Director, and the UUA Trustee shall be non-voting, ex-officio members of the Committee. The Committee is empowered to act on behalf of the corporation between meetings of the corporation and its Board of Directors. The secretary shall notify all Board members prior to meetings of the Executive Committee and shall send them copies of the Executive Committee minutes. The Committee may meet either in person or by conference telephone call. Three (3) of the four (4) voting members shall constitute a quorum.

Sec. 3. Special and ad hoc committees may be established by the Board of Directors as the business of the District requires. The function of each committee, its duration, and budget shall be specified in the action establishing the committee. Such committees will report as requested.

Sec. 4. Unless exceptions are noted, the president, with the advice and consent of the Board of Directors, appoints chairpersons and members of all standing, ad hoc, and special committees and the representatives of the District to other boards, committees, and leadership positions.

ARTICLE V -- General Provisions

Sec. 1. Fiscal year: The fiscal year of the corporation shall be from July 1 to June 30.

Sec. 2. Dues: The Board of Directors shall set the annual membership dues for each congregation. The dues for the ensuing fiscal year are based on the number of voting members the congregation was required to submit by the previous February 1 to the Unitarian Universalist Association for the purpose of certifying the number of delegates it could send to the General Assembly the following June.

Sec. 3. Parliamentary Authority: Robert’s Rules of Order, latest revision, shall govern meetings of the corporation, the Board of Directors, and committees.

Sec. 4. Amendments: These By-laws may be amended by a 2/3 vote of the delegates at the Annual Meeting or at any special meeting called for that purpose. An amendment may be proposed by a resolution of the Board of Directors, or by the presiding officers of at least six (6) congregations in a statement setting forth the proposed amendment. Notice of proposed amendment shall be in writing and shall be mailed with the call for the meeting to each officer and director, to the president of each congregation, and to the minister of each congregation; or if there is no minister, to a professional staff member or another officer of that congregation.

Sec. 5. Reimbursement: Officers, directors, the UUA Trustee, committee members, and others as determined by the Board of Directors, shall be entitled to reimbursement for necessary and actual expenses incurred in attending meetings of the corporation, the Board of Directors, or in the performance of their duties. The Board of Directors may specify limits to such reimbursement in its Policies and Procedures.

ARTICLE VI -- Unitarian Universalist Association Board of Trustees Member

Sec. 1. The Trustee representing the Prairie Star District shall be elected in accordance with the By-laws of the Unitarian Universalist Association. Future amendments to the UUA By-laws shall take precedence over the provisions of this article. Congregations eligible to nominate candidates or certify votes in the election shall be those which were qualified to send delegates to the UUA General Assembly immediately preceding the election.

Sec. 2. The trustee elected by the district shall serve a four-year term. Terms shall commence with the adjournment of the regular meeting of the UUA General Assembly in 1991 and every fourth year thereafter. The duly elected holder of the office shall serve until the term of a duly elected successor commences.

Sec. 3. In the calendar year preceding the beginning of a new term, at the Annual Meeting, the Board shall appoint two (2) persons to an election committee and shall designate a mailing address for the committee.

Sec. 4. On or before December 1 of the year preceding the beginning of a new term, the election committee shall mail a notice to each congregation of the district requesting nominations for election to the office. The notice shall include the following information:

1. A congregation may nominate a person by action of either:
   1. The members of the congregation; or
   2. the governing board
      at a meeting duly called and held pursuant to the congregation’s legal procedures.
2. Each person nominated must:
   1. Be a legal member of a congregation of the Prairie Star District;
   2. Reside in the geographical area encompassed by the district; and
   3. Meet any additional requirements specified by the UUA By-laws. (Such requirements shall be stated in the notice.)
3. Nominations and nominees must be certified in writing by the chairperson or secretary/clerk of the congregation’s governing board as having met the above requirements.
4. In order for a person’s name to be placed on the ballot, certified nominations for him/her must have been received from three (3) congregations on or before February 1 of the year in which the new term begins.

Sec. 5. On or before March 1 of the year in which a new term begins, the election committee shall mail to each congregation in the district a second notice.

If more than one (1) nominee has met the requirements to be placed on the ballot, the notice shall include a ballot and request that the congregations complete the ballot. The ballot shall list the names of all nominees who have met the requirements to be placed on the ballot; it shall provide space to record the number of votes cast for each nominee by qualified members of the congregation; it shall provide space for the chairperson or secretary/clerk of the governing body to sign the ballot certifying that each vote was cast by a member of the congregation qualified under that congregation’s legal procedures to vote in congregational matters. The notice shall include biographical information about each nominee and shall inform the congregation that certified ballots must be received by the committee on or before May 1 of the year in which the new term begins.

In the event that only one nomination has been received, that nominee shall be declared elected.

If no nominee has met the requirements to be placed on the ballot, the notice shall inform the congregations that the office will be filled by a vote of the members of the governing board of the district.

Sec. 6. Congregations may solicit votes from their qualified members through a method which provides an opportunity for each qualified member to vote. Votes must be cast on written ballots printed with the name of each qualified nominee. The solicitation of votes must make available the biographical information provided by the election committee.

Sec. 7. On or before June 1 of the year in which the new term begins, the election committee will mail a third notice to the congregations. The notice shall report the votes recorded by each congregation whose certified ballot was received by May 1 of that year. In the event that one (1) nominee has received a plurality of the votes cast, the notice shall declare him or her to be elected to the office. In the event that more than one (1) nominee has received the highest number of votes cast, the notice shall inform the congregations that the election of the trustee from among these nominees will be by vote of the members of the governing board of the district. The committee shall also send its notice to the president of the governing board of the district. An additional notice shall also be sent to congregations whose ballot was not counted in the total, stating the reason (i.e., failure to arrive by May 1, unsigned ballot, etc.) for disallowance.

Sec. 8. If on February 1 of the year in which a new term begins, the election committee has received insufficient certified nominations to place any nominee on the ballot, it shall prepare a report of the nominations received. If the committee has received no certified nominations, it shall proceed to identify at least one (1) person who meets the requirements set out in Section 4.B of this article and is willing to serve in the office for the next term. On or before March 1, the committee shall send its report, including nominations received or names of persons identified to serve, to the president of the governing board of the district.

Sec. 9. In the event the committee’s notice to the president of the district’s governing board declares one (1) nominee to have been elected to the office of trustee, the president shall certify this election to the secretary of the Unitarian Universalist Association on or before the adjournment of the UUA General Assembly in the year the term begins.

In the event the committee’s notice to the president informs him/her that insufficient nominations have been received to send a ballot to the congregations, or that more than one (1) nominee has received the highest number of votes, the president shall send a notice to the members of the board. The notice shall include the election committee’s report to the president and shall inform the board members of the meeting at which an election to fill the office will take place.

1. If the election is necessitated by a tie vote among nominees on the ballot, only those nominees shall be eligible for election. The board meetings may take place as soon as normal notice requirements allow.
2. If the election is necessitated because the election committee has received insufficient certified nominations to send a ballot to the congregations, those eligible for election shall be:
   1. any person nominated to the committee by a congregation;
   2. any person identified by the committee as eligible and willing to serve; and
   3. any person similarly identified by a board member and reported at the board meeting. Notice of the board meeting must be sent to the members of the board, and the meeting may be held no sooner than one (1) month following the mailing date of the president’s notice.
3. Election shall be by a plurality of the votes cast by all the board members. The president or secretary of the board will certify the results of that election to the secretary of the Unitarian Universalist Association as soon thereafter as possible.

Sec. 10. A vacancy in the office of the member of the Board of Trustees of the Association shall occur at such time as the person holding the office:

1. Ceases to meet any of the requirements set forth in Section 4.B of this Article;
2. Resigns;
3. Dies.

Upon receiving notice of such a vacancy, the president of the district’s governing board shall send a notice to members of the board. The notice shall inform the board members of the conditions which have created the vacancy and give notice of the meeting at which the election to fill the vacancy shall take place. The board meeting shall be no sooner than one (1) month following the mailing date of the joint notice. Board members wishing to nominate qualified persons to fill the vacancy must make their nominations to the board meeting.

Election shall be by a plurality of the votes cast by all the board members. The president or secretary of the board will certify the results of that election to the secretary of the Unitarian Universalist Association as soon thereafter as possible.