Chapter Handbook
United Nations Association of Atlanta Chapter Bylaws 2022-2025
Article I – Name and Affiliation
The full legal name of this organization shall be the “United Nations Association of USA, Atlanta Chapter” or “UNA-USA, Atlanta Chapter,” as stated in the Affiliation Agreement with UNA-USA on June 13, 2011. This shall also be known as the “UNA Atlanta Chapter of the United Nations Association of the United States of America” (“Chapter”) and “UNA of Atlanta.” The Chapter is affiliated with the United Nations Association of the USA (UNA-USA) and is subject to the terms of the Affiliation Agreement between Chapter and UNA-USA. For marketing and communications purposes UNA-USA, Atlanta Chapter may also be written and called: “United Nations Association of Atlanta,” “UNA-Atlanta,” “UNA-ATL,” “United Nations Association of the United States of America, Atlanta Chapter,” and “UNA Atlanta.”
Definitions
UNA-USA, a joint initiative of the Better World Fund (BWF) and the United Nations Foundation (UNF), acts to inform, inspire and mobilize people who live in the United States to support the principles and vital work of the United Nations and to strengthen the United Nations system. UNA-USA encourages U.S. leadership to work constructively through the United Nations and encourages everyone to achieve the goals of the United Nations Charter. As a Chapter of UNA-USA, UNA of Atlanta educates people within its jurisdiction about the invaluable work of the United Nations, raises funds locally, and carries out local education and advocacy activities related to the United Nations. Moreover, UNA of Atlanta recruits, retains, and engages members within its geographic Jurisdiction in order to build a strong constituency of UN supporters.
Article III – Membership
Membership within UNA of Atlanta is available to any United States resident, but is primarily for U.S. residents within the jurisdiction of UNA of Atlanta as defined by the Chapter Affiliation Agreement. The term “Membership” refers to those individuals who are dues-paying members of UNA-USA and non-dues paying youth members who are 25 years of age or younger. The categories, levels, terms and conditions of UNA-USA membership shall be established by UNA-USA’s National Office in consultation with the National Council and are set forth in the UNA-USA Chapter Handbook. Each Chapter must maintain a minimum of 25 members in good standing and shall consistently work to increase its membership base.
Section 1 - Annual Membership Meeting: The Annual Meeting of UNA of Atlanta shall be held at a place, date, and time to be determined by the Board of Directors of the Chapter, and shall be held in either the last quarter of each year or at such a time that UNA of Atlanta’s Annual Report can be submitted to the UNA-USA National Office by March 1st each year. Activities during the Annual Membership Meeting may include electing Board of Directors, introduce newly elected Board of Directors, and transact such other business as may come before the meeting. The membership will also be informed of the annual budget approved by the Board of Directors for the fiscal year that begins January 1st.
Section 2 – Special Membership Meetings: Special meetings of the full current membership may be called at any time by the majority vote of the Board of Directors, or upon petition to the Secretary by one-fifth of the Chapter’s members if the Chapter membership is 100 members or less (and 10% of the chapters’ members if membership is greater than 100 members total.) At such special Chapter meetings, only such business as stated in the call for such a meeting shall be transacted. The Secretary shall give members ten days’ notice stating the time, place, and business to be transacted at the special Membership meeting.
Section 3 - Quorum: A simple majority of members shall constitute a quorum.
Article IV – Board of Directors
Section 1 - Numbers:
Section 2 - Qualifications:
Directors shall be elected from the membership of UNA of Atlanta and must continue to be a current member in good standing during their terms of office. Directors shall not miss more than three-fourth of the meetings per year.
Section 3 - Compensation:
The Directors shall receive no compensation as salary from the Chapter but may receive reimbursement for expenses for special activities on behalf of the Chapter. Such special expenses shall be voted upon by the Directors in advance.
Section 4 - Term Limits:
Directors shall be elected to serve no more than six consecutive years before being term limited. This may be three consecutive two-year terms, or two consecutive three- year terms. After a one-year absence, the individual can again be elected to serve on the Board.
Section 5 - Election:
Directors shall be elected by the members of UNA of Atlanta at its Annual Membership Meeting, or by an electronic ballot with results to be announced at the Annual Membership Meeting. If holding an annual membership meeting is not feasible due to time and/or budgetary constraints, notifications may be sent out via mass email, website post, and social media posts. For an electronic ballot, notification must be sent at least 14 days prior to election date, with 2 reminders. Direct mail of the printed ballot shall also be sent out to the membership, if budget permits. Elected Directors shall be voted by a simple majority of membership. Elections should allow for staggered terms.
Section 6 - Vacancies:
Vacancies in the Board shall be filled from the membership and approved by a majority vote of the remaining Directors through a membership-wide election OR assigned by the current President, with approval from the current Board of Directors. Priority should be given to a membership-wide election, but in special circumstances, such as abrupt resignations, where the Board member does not fulfill her/his term, assignments of new Board members can be decided by the current Board members. The newly elected Director filling the vacancy shall hold office until the expiration of the term being filled, at which time he/she is eligible for additional terms not to exceed six years.
Section 7 - Regular Meetings:
The regular meetings of the Board of Directors shall be held, at a minimum, monthly, and may be attended either physically, online, or via phone.
Section 8 - Special Meetings:
The President or, when deemed necessary, three members of the Board may call a special meeting of the Board of Directors and each call for a special meeting shall be in writing (via email or direct mail), giving ten days’ notice to the members of the Board, stating the purpose and time of the meeting.
Section 9 - Quorum and Voting:
Unless a greater portion is required by applicable state law, the Chapter’s Articles of Incorporation, or these Bylaws, a simple majority of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors. Each Director is entitled to one vote, which can be submitted in person, over the phone, or through an approved electronic method. Votes will be counted so long as a quorum is present – unless a greater number is required by an applicable state law – and each majority vote made in quorum will be an official act of the Board. If a meeting does not have a quorum, the meeting can continue, but business and voting cannot happen until a quorum is present. There shall be no voting by proxy except in special cases (ie. medical reasons). Board members participating by phone or video call can be counted as part of the quorum, and their votes will be counted. Board meetings can be conducted by phone or video call and business can be conducted if a quorum is participating.
Section 10 - Powers and Duties of Directors:
a. The Directors shall have the power to conduct and direct the business of the Chapter.
b. The Directors shall maintain a complete record of all business transactions, minutes and acts, to be presented in full as a statement during the regular Annual Meeting of its members, showing in detail the condition of the affairs of UNA of Atlanta.
c. The Board of Directors shall have the authority to create and fill the office and the position of an Executive Secretary or Executive Director if the Chapter chooses to hire staff.
d. The Board of Directors approves the annual budget and reports the budget to the Membership at the Annual Meeting or at such time that the UNA of Atlanta Annual Report can be forwarded to UNA-USA by March 1st.
e. Board of Directors Responsibilities:
i. Attend all regular meetings of the Board of Directors which is held monthly.
ii. Shall not miss more than one-fourth of the meetings per year. Meaning, board members can only miss 3 meetings without prior notification (at the discretion of the board) out of the 12 meetings held annually. After the board member's second absence, the board member will receive a warning from the President (if the President is missing meetings, then a warning can be issued by a board member). After the third absence from a meeting, a final warning will be issued. Suspension from the Board of Directors shall occur on the fourth absence from a meeting. After the fifth absence, the Board of Directors will vote for the absentee's removal from the Board of Directors.
iii. Each board member is required to allot a certain amount of time to their role within a 7 day period. For example, it is estimated that each Board member dedicates 10 hours per week for UNA-Atlanta activities.
Section 11 - Financial Approval:
At the first quarterly meeting, the Board of Directors shall approve budget lines for each committee for the year. At the fourth quarterly meeting, the Board of Directors shall review suggested budgeted lines for the following year provided by each Officer, Vice President, or Committee Chairperson.
Section 12 - Board of Directors Liability Insurance:
Depending on the Chapter’s financial situation, Board of Directors Liability Insurance will be acquired through a consultation with UNA-USA to determine the best type and coverage on insurance for UNA of Atlanta.
Article V – Officers and Board Leadership
Section 1 - The Officers shall be elected by the members of UNA of Atlanta prior or during the Annual Membership Meeting. Officers shall be elected by the membership body through electronic ballot and/or direct mail (if budget permits) which a notification must be sent at least 14 days prior to election date, with 2 reminders. Elected officers will be announced at the Annual Membership Meeting. Elected Officers and Directors shall be voted by a simple majority of membership. The Officers shall be elected for two or three-year terms, and each shall hold such office until their successors are elected. The Officers shall be members of the Board of Directors and no Officer shall serve on the Board in the same position for more than six consecutive years. After a one-year absence from the position, he/she may be elected to serve again. Existing officers are encouraged to develop a clear plan for succession to prepare for unscheduled turnover, or the appointment of new leadership.
Section 2 - Officers of UNA of Atlanta shall be President, Secretary, Treasurer, and other officers as may be deemed necessary or desirable by the Board of Directors or state law.
Section 3 - The Officers shall receive no compensation as salary from the UNA of Atlanta, but may receive reimbursement for expenses for special activities on behalf of UNA of Atlanta. Expenses below $250 shall be approved by the Treasurer or Directors. Expenses above $250 shall be approved upon vote by the Directors.
Section 4 - Powers and duties of Officers:
The below description of roles may be changed by the approval of the Board in order to best utilize the available volunteers’ time and skills.
Section 5 – In addition to the three required Officers, the Board may suggest the election of additional Officers or Board positions which may include:
Advisory Council: Council members will be formed by notable individuals within the local community whose backgrounds align with the mission, vision and values of UNA-USA and UNA-Atlanta.
NOTE: The election of these Council Members are by invitation only from the Board of Directors.
Section 6 – Removal from Office:
An Officer or Board Member may be removed for the following:
Removal of the Officer or Board Member shall follow due process:
Immediate Removal of Board Member
Section 7 - Financial Responsibilities:
Each Vice President shall provide the Treasurer budget proposals specific to their committees to be approved by the Board of Directors during the end of the year Board of Directors meeting. During the year, each Vice President shall provide quotes to the Treasurer and President for any expenses for approval before purchasing. Budget amendments may take place throughout the year with notification to the President and Treasurer.
Article VI – Committees
Section 1 – UNA of Atlanta may, from time to time, organize committees to manage its programs and activities to further its mission and that of UNA-USA. Vice Presidents, with approval of the Board of Directors, shall appoint committee chairs. Except as may be otherwise specifically provided for by these Bylaws, Vice Presidents and committee chairs shall appoint their committee members from among Chapter members in good standing who volunteer or agree to serve. The President shall serve as ex-officio member of each committee. Members of a committee shall serve until the Chapter’s next Annual Membership Meeting or until their successors are appointed. Committee members can be removed from service with the chair’s consent and committee chairs may be removed from service by the Chapter President with consent of the Board of Directors.
Section 2 – All committees shall adhere to the rules governing procedures for meetings. Refer to Article XI – Parliamentary Authority. The rules that govern the Board shall govern each committee. All committees shall take only such action(s) as is specifically designated in the Bylaws or in the resolution chartering the committee. The committee chairs shall report to the Vice Presidents on an agreed upon basis set by the Vice Presidents and the committee chair.
Section 3 – Except as may be otherwise specifically provided for by these Bylaws, no committee shall have the authority to amend, alter or repeal these Bylaws; to elect, appoint or remove any Officer, Chair or member of the Chapter; to amend the articles of incorporation of the Chapter; to restate the Chapter’s articles of incorporation; to adopt a plan of merger or adopt a plan of consolidation with another Chapter; to authorize the sale, lease, exchange or mortgage of all or substantially all of the Chapter’s property and assets; to authorize the voluntary dissolution of the Chapter; to adopt a plan for the distribution of the assets of the Chapter; to amend, alter or repeal any resolution of the Board of Directors to fix compensation for the Chapter’s Board of Directors, Officers, or any committees; or other acts prohibited by law.
Section 4 – Meetings of the committees may be called by their respective chairs or by any two (2) members of the committee. At all meetings of any committee, a simple majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members of the committee present at any meeting thereof at which there is a quorum, shall be the act of the committee, except as may be otherwise specifically provided for by these Bylaws. Electronic or phone participation qualifies as part of a quorum.
Section 5 –UNA of Atlanta may choose to identify an Executive Committee of the Board of Directors if the Board becomes large enough to justify such a board leadership team and identifies the need. If formed, the Executive Committee shall be composed of the UNA of Atlanta Officers and committee chairs or Vice-Presidents. The President shall serve as the Chair of the Executive Committee. During the intervals between meetings of the Board of Directors, the Executive Committee shall transact all routine business and shall exercise all the powers and functions of the Board of Directors in the management and direction of the affairs of the Chapter in all cases in which specific direction shall have been given by the Board of Directors. In circumstances where the Executive Committee needs to make a substantial decision the Board of Directors must be notified prior to the decision. Minutes of Executive Committee meetings shall be forwarded in a timely way to the full Board.
Section 6: Nominating Committee – The President, with the approval of the Board of Directors, shall appoint at least three [3] Board members, one [1] representative from either committee, one [1] representative from the general membership. The Nominating Committee shall identify and nominate potential members to the Board of Directors, as well as Board members to serve as Officers. The President shall appoint the Nominating Chairperson.
Section 7 – The President shall have the power to call for the establishment of ad-hoc committees or task forces as deemed necessary.
Section 8 – UNA of Atlanta may identify individuals to serve as Chapter representatives in National Networks and Affinity groups to encourage participation in national initiatives and priorities. While these National Networks are subject to change, they include but are not limited to UNA –Advocacy, UNA – Education, and UNA – Communications Networks, and the UNA-Women, and UNA-LGBT Affinity Groups.
Section 9 – UNA of Atlanta may form additional committees with defined functions.
Article VII – Chapter Finance
Section 1 – Fiscal Year: The fiscal year shall commence on January 1st and end on December 31st.
Section 2 – Budget: A proposed budget shall be submitted to the Board of Directors for adoption at the Chapter’s Annual Membership Meeting. If this is not feasible, a proposed yearly budget shall be submitted to the Board of Directors for adoption at least a month prior to the submissions of the Chapter’s annual report to UNA-USA by the Treasurer and President. At the first quarterly board meeting, the Board of Directors shall approve budget lines for each committee for the year. At the fourth quarterly meeting, the Board of Directors shall review suggested budgeted lines for the following year provided by the Vice Presidents or Committee Chairs. The budget should include an accurate projection of costs and revenue for the year, and include line items for each Chapter activity. The Chapter financial report shall be approved at such a time that it can be submitted by March 1st to the National Office as part of the Chapter’s Annual Report.
Section 3 – Membership Dues: Annual membership dues and distribution of such dues shall be established by the UNA-USA National Office in collaboration with the National Council.
Section 4 – Tax Filings: Whether Chapters are separate 501(c) (3) organizations or part of the Better World Fund group, they are required to submit an annual Form 990 to the IRS no later than 5 months after the end of the fiscal year, or by May 15.
Chapters are also expected to file all necessary financial paperwork required by the state in order to maintain their status as state authorized non-profit organizations.
Article VIII – Legal Requirements
In addition to all requirements set forth in the Affiliation Agreement and the Chapter Handbook (including the following sections of the Handbook: Operating as a 501(c)(3) Organization, Fundraising Guidelines, and Direct Guidance from the IRS), UNA of Atlanta understands it shall comply with the following: (i) the Chapter shall never be operated for the primary purpose of carrying on a trade or business for profit; (ii) the Chapter shall not, directly or indirectly, participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office; (iii) no solicitation of contributions to the Chapter shall be made, and no gift, bequest or devise to the Chapter shall be accepted, upon any condition or limitation that would pose a substantial risk of causing the Chapter to lose its federal income tax exemption; (iv) pursuant to the prohibition contained in section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), no part of the net earnings, current or accumulated, of the Chapter shall ever inure to the benefit of any private shareholder or individual; and (v) upon the termination, dissolution or winding up of the Chapter in any manner or for any reason, voluntary or involuntary, its assets, if any, remaining after the payment or provision for payment of all liabilities of the Chapter shall be distributed to the National Office, to be disseminated at a later date.
Article IX – Chapter Dissolution
Section – 1 Voluntary Closure UNA of Atlanta may choose to voluntarily dissolve with authorization of the Board of Directors, in conjunction with its membership, given at a special meeting called specifically for this purpose. UNA of Atlanta can dissolve with approval of two-thirds of all eligible members, in addition to three-fourths of all members of the Board of Directors – valid only if a Voluntary Closure Quorum of members are in attendance (defined as fifteen percent of the Chapter’s members if less than 100 members; ten percent more than 100 members). If such a quorum does not exist, the chapter may voluntarily dissolve with a simple majority vote. If requested, UNA’s National Office will assist the Chapter by providing a proxy-voting system in order to ensure that UNA of Atlanta’s membership has equal voice during this process. Furthermore, UNA’s National Office holds the authority to dissolve a UNA Chapter – in consultation with the National Council – in the event of illegal activities or notable violation of chapter guidelines as explained in the Affiliation Agreement.
Section 2 - Involuntary Closure
Existing Chapters that fail to meet the basic requirements to maintain Chapter status will be given a one-year period to steer their Chapter into compliance. During this time the Chapter in question will operate under a provisional status, wherein a member of the National Office will supervise the Chapter. If a Chapter fails to meet these requirements after a one-year period, the Chapter will be suspended and its charter will be revoked.
Article X – Ratification & Amendments
Bylaws shall be adopted by a simple majority of those present at any Membership Meeting of UNA of Atlanta or via electronic ballot or mailed print ballot provided that (i) any proposed Bylaws changes shall have first been submitted to and approved by the National Office of UNA-USA prior to adoption in order to ensure such Bylaws are consistent with the Affiliation Agreement and the mission and purpose of UNA-USA, and (ii) that all members have been notified 14 days in advance of the Membership Meeting or ratification deadline. Bylaws may be amended by a two-thirds majority vote through the same procedure. The most current Chapter Bylaws must be submitted to the UNA-USA Membership Office. Bylaws shall be amended as needed and shall be reviewed by the Board of Directors or special committee every three years.
Article XI – Parliamentary Authority
Robert’s Rules of Order Newly Revised shall govern the Chapter wherever it is applicable and not inconsistent with these Bylaws.
The full legal name of this organization shall be the “United Nations Association of USA, Atlanta Chapter” or “UNA-USA, Atlanta Chapter,” as stated in the Affiliation Agreement with UNA-USA on June 13, 2011. This shall also be known as the “UNA Atlanta Chapter of the United Nations Association of the United States of America” (“Chapter”) and “UNA of Atlanta.” The Chapter is affiliated with the United Nations Association of the USA (UNA-USA) and is subject to the terms of the Affiliation Agreement between Chapter and UNA-USA. For marketing and communications purposes UNA-USA, Atlanta Chapter may also be written and called: “United Nations Association of Atlanta,” “UNA-Atlanta,” “UNA-ATL,” “United Nations Association of the United States of America, Atlanta Chapter,” and “UNA Atlanta.”
Definitions
- Active Member: A Current Member who
- participates / attends any on-going community activities as it relates to UNA-USA or UNA-Atlanta
- participates / attends any Leadership/Community Development Programs, including webinars, in-person training, and other programs that encourages leadership and/or community engagement practices
- Board: The Board of Directors of this Chapter.
- Candidate: A Current Member who is applying for a Board of Directors position and who
- participates and/or attends at least 2 UNA-USA Local or National Events per year AND
- Participates and/or attends at least 25% of chapter meetings, including Board meetings and Committee Meetings per year.
- Current Member: individuals who are paying membership dues to UNA-USA and non-dues paying Youth members who are 25 years of age or younger.
- Director: A member of this Chapter's Board of Directors.
- Lapsed Member: If an expiring member does not renew their membership after the fourth quarter, the member is considered lapsed for the next quarter.
- Meetings: the convening of invited members such as Board meetings, Committee meetings, virtual and in-person events.
- Simple majority: a majority in which the highest number of votes cast for any one candidate, issue, or item exceeds the second-highest number, while not constituting an absolute majority.
UNA-USA, a joint initiative of the Better World Fund (BWF) and the United Nations Foundation (UNF), acts to inform, inspire and mobilize people who live in the United States to support the principles and vital work of the United Nations and to strengthen the United Nations system. UNA-USA encourages U.S. leadership to work constructively through the United Nations and encourages everyone to achieve the goals of the United Nations Charter. As a Chapter of UNA-USA, UNA of Atlanta educates people within its jurisdiction about the invaluable work of the United Nations, raises funds locally, and carries out local education and advocacy activities related to the United Nations. Moreover, UNA of Atlanta recruits, retains, and engages members within its geographic Jurisdiction in order to build a strong constituency of UN supporters.
Article III – Membership
Membership within UNA of Atlanta is available to any United States resident, but is primarily for U.S. residents within the jurisdiction of UNA of Atlanta as defined by the Chapter Affiliation Agreement. The term “Membership” refers to those individuals who are dues-paying members of UNA-USA and non-dues paying youth members who are 25 years of age or younger. The categories, levels, terms and conditions of UNA-USA membership shall be established by UNA-USA’s National Office in consultation with the National Council and are set forth in the UNA-USA Chapter Handbook. Each Chapter must maintain a minimum of 25 members in good standing and shall consistently work to increase its membership base.
Section 1 - Annual Membership Meeting: The Annual Meeting of UNA of Atlanta shall be held at a place, date, and time to be determined by the Board of Directors of the Chapter, and shall be held in either the last quarter of each year or at such a time that UNA of Atlanta’s Annual Report can be submitted to the UNA-USA National Office by March 1st each year. Activities during the Annual Membership Meeting may include electing Board of Directors, introduce newly elected Board of Directors, and transact such other business as may come before the meeting. The membership will also be informed of the annual budget approved by the Board of Directors for the fiscal year that begins January 1st.
Section 2 – Special Membership Meetings: Special meetings of the full current membership may be called at any time by the majority vote of the Board of Directors, or upon petition to the Secretary by one-fifth of the Chapter’s members if the Chapter membership is 100 members or less (and 10% of the chapters’ members if membership is greater than 100 members total.) At such special Chapter meetings, only such business as stated in the call for such a meeting shall be transacted. The Secretary shall give members ten days’ notice stating the time, place, and business to be transacted at the special Membership meeting.
Section 3 - Quorum: A simple majority of members shall constitute a quorum.
Article IV – Board of Directors
Section 1 - Numbers:
- The business of UNA of Atlanta shall be conducted and directed by the Board of Directors consisting of at least three officers (President, Treasurer and Secretary). The number of Directors shall be set from time to time by a majority vote of the entire Board of Directors.
- At least one Director shall be a young professional (under 40 years old). If a young professional is not available to serve, the Chapter should contact the UNA-USA Membership Office.
Section 2 - Qualifications:
Directors shall be elected from the membership of UNA of Atlanta and must continue to be a current member in good standing during their terms of office. Directors shall not miss more than three-fourth of the meetings per year.
Section 3 - Compensation:
The Directors shall receive no compensation as salary from the Chapter but may receive reimbursement for expenses for special activities on behalf of the Chapter. Such special expenses shall be voted upon by the Directors in advance.
Section 4 - Term Limits:
Directors shall be elected to serve no more than six consecutive years before being term limited. This may be three consecutive two-year terms, or two consecutive three- year terms. After a one-year absence, the individual can again be elected to serve on the Board.
Section 5 - Election:
Directors shall be elected by the members of UNA of Atlanta at its Annual Membership Meeting, or by an electronic ballot with results to be announced at the Annual Membership Meeting. If holding an annual membership meeting is not feasible due to time and/or budgetary constraints, notifications may be sent out via mass email, website post, and social media posts. For an electronic ballot, notification must be sent at least 14 days prior to election date, with 2 reminders. Direct mail of the printed ballot shall also be sent out to the membership, if budget permits. Elected Directors shall be voted by a simple majority of membership. Elections should allow for staggered terms.
Section 6 - Vacancies:
Vacancies in the Board shall be filled from the membership and approved by a majority vote of the remaining Directors through a membership-wide election OR assigned by the current President, with approval from the current Board of Directors. Priority should be given to a membership-wide election, but in special circumstances, such as abrupt resignations, where the Board member does not fulfill her/his term, assignments of new Board members can be decided by the current Board members. The newly elected Director filling the vacancy shall hold office until the expiration of the term being filled, at which time he/she is eligible for additional terms not to exceed six years.
Section 7 - Regular Meetings:
The regular meetings of the Board of Directors shall be held, at a minimum, monthly, and may be attended either physically, online, or via phone.
Section 8 - Special Meetings:
The President or, when deemed necessary, three members of the Board may call a special meeting of the Board of Directors and each call for a special meeting shall be in writing (via email or direct mail), giving ten days’ notice to the members of the Board, stating the purpose and time of the meeting.
Section 9 - Quorum and Voting:
Unless a greater portion is required by applicable state law, the Chapter’s Articles of Incorporation, or these Bylaws, a simple majority of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors. Each Director is entitled to one vote, which can be submitted in person, over the phone, or through an approved electronic method. Votes will be counted so long as a quorum is present – unless a greater number is required by an applicable state law – and each majority vote made in quorum will be an official act of the Board. If a meeting does not have a quorum, the meeting can continue, but business and voting cannot happen until a quorum is present. There shall be no voting by proxy except in special cases (ie. medical reasons). Board members participating by phone or video call can be counted as part of the quorum, and their votes will be counted. Board meetings can be conducted by phone or video call and business can be conducted if a quorum is participating.
Section 10 - Powers and Duties of Directors:
a. The Directors shall have the power to conduct and direct the business of the Chapter.
b. The Directors shall maintain a complete record of all business transactions, minutes and acts, to be presented in full as a statement during the regular Annual Meeting of its members, showing in detail the condition of the affairs of UNA of Atlanta.
c. The Board of Directors shall have the authority to create and fill the office and the position of an Executive Secretary or Executive Director if the Chapter chooses to hire staff.
d. The Board of Directors approves the annual budget and reports the budget to the Membership at the Annual Meeting or at such time that the UNA of Atlanta Annual Report can be forwarded to UNA-USA by March 1st.
e. Board of Directors Responsibilities:
i. Attend all regular meetings of the Board of Directors which is held monthly.
ii. Shall not miss more than one-fourth of the meetings per year. Meaning, board members can only miss 3 meetings without prior notification (at the discretion of the board) out of the 12 meetings held annually. After the board member's second absence, the board member will receive a warning from the President (if the President is missing meetings, then a warning can be issued by a board member). After the third absence from a meeting, a final warning will be issued. Suspension from the Board of Directors shall occur on the fourth absence from a meeting. After the fifth absence, the Board of Directors will vote for the absentee's removal from the Board of Directors.
iii. Each board member is required to allot a certain amount of time to their role within a 7 day period. For example, it is estimated that each Board member dedicates 10 hours per week for UNA-Atlanta activities.
Section 11 - Financial Approval:
At the first quarterly meeting, the Board of Directors shall approve budget lines for each committee for the year. At the fourth quarterly meeting, the Board of Directors shall review suggested budgeted lines for the following year provided by each Officer, Vice President, or Committee Chairperson.
Section 12 - Board of Directors Liability Insurance:
Depending on the Chapter’s financial situation, Board of Directors Liability Insurance will be acquired through a consultation with UNA-USA to determine the best type and coverage on insurance for UNA of Atlanta.
Article V – Officers and Board Leadership
Section 1 - The Officers shall be elected by the members of UNA of Atlanta prior or during the Annual Membership Meeting. Officers shall be elected by the membership body through electronic ballot and/or direct mail (if budget permits) which a notification must be sent at least 14 days prior to election date, with 2 reminders. Elected officers will be announced at the Annual Membership Meeting. Elected Officers and Directors shall be voted by a simple majority of membership. The Officers shall be elected for two or three-year terms, and each shall hold such office until their successors are elected. The Officers shall be members of the Board of Directors and no Officer shall serve on the Board in the same position for more than six consecutive years. After a one-year absence from the position, he/she may be elected to serve again. Existing officers are encouraged to develop a clear plan for succession to prepare for unscheduled turnover, or the appointment of new leadership.
Section 2 - Officers of UNA of Atlanta shall be President, Secretary, Treasurer, and other officers as may be deemed necessary or desirable by the Board of Directors or state law.
Section 3 - The Officers shall receive no compensation as salary from the UNA of Atlanta, but may receive reimbursement for expenses for special activities on behalf of UNA of Atlanta. Expenses below $250 shall be approved by the Treasurer or Directors. Expenses above $250 shall be approved upon vote by the Directors.
Section 4 - Powers and duties of Officers:
The below description of roles may be changed by the approval of the Board in order to best utilize the available volunteers’ time and skills.
- The President facilitates the work of the Chapter, creating the Chapter’s annual business plan, and is responsible for adjusting programmatic goals in collaboration with the Board of Directors. The President presides at all Chapter meetings; appoints all Chapter committee chairs with the consent and approval of the Officers; presents the report covering the activities of the Chapter in the previous year at the Chapter’s Annual Membership Meeting; enforces Chapter guidelines; ensures that all books and records are properly kept and that all meetings are appropriately called; and ensures that all required reporting (such as the Annual Report to UNA-USA) is completed and sent to the National Office by March 1st. The President shall sign off on agreements (ie. partnerships with organizations, vendors, individuals, etc.) after approval by the Board of Directors. The President is highly encouraged to attend or appoint a Director to the UNA-USA Members Day in New York City, and/or as a delegate to UNA-USA Leadership Summit in Washington, DC. If the budget allows, and with the approval of the Board, all or some expenses for the registration and travel can be covered by the Chapter. The President shall identify and appoint the Nominating Vice President or Chairperson and potential members and volunteers to the Board of Directors. The President can be a signer on all UNA of Atlanta Chapter financial accounts with the Treasurer. The President shall work with the Treasurer to be updated on all financial matters.
- The Secretary communicates all notices required by the Chapter Handbook. The Secretary also records accurate minutes of all meetings of UNA of Atlanta. A draft of the meeting minutes shall be sent to the Board of Directors or applicable committees at least 3 days in advance of the next scheduled board or committee meeting. The Secretary shall keep an attendance sheet for all meetings. He/She shall record election results and assignments to specific duties; works with the President to prepare the Chapter’s Annual Report; and performs all the customary duties of a Secretary.
- The Treasurer is responsible for maintaining all financial records for UNA of Atlanta, including providing oversight for all banking, events, and fundraising activities. The Treasurer ensures financial compliance with all applicable laws and provides information to the President and the UNA-USA National Office membership team on all financial matters of UNA of Atlanta. He/she works with the President to prepare the financial section of the Chapter’s Annual Report. The Treasurer shall provide a financial report at each Board meeting and collect suggested budget lines from each committee to present to the Board for approval. The Treasurer also works with the VP of Fundraising if UNA of Atlanta has established such a position. The Treasurer shall prepare the annual budget. During Chapter Board meetings, the Treasurer reports actual financials versus the budget and ensures that all Board members understand the report. The Treasurer will report any budget amendments that occur outside of the end of the year budget requests. The Treasurer keeps regular contact with the National Office to ensure compliance with internal and Federal compliance standards. Specifically, the Treasurer is expected to file an annual IRS Form 990 no later than May 15th of each year (noting that a chapter’s fiscal year ends on 12/31). It is the Treasurer’s responsibility to know what forms must be filed with the appropriate State and Federal entities and what information is required by the National Office in order to avoid fines, the revocation of the Chapter’s 501 (c)(3) status and/or, as appropriate, its registration as a charitable organization for fundraising purposes.
Section 5 – In addition to the three required Officers, the Board may suggest the election of additional Officers or Board positions which may include:
- President-Elect: If UNA of Atlanta chooses to elect a President- Elect, this person serves as a future president in training. He/she observes all workings of the Chapter, assists in special projects such as strategic planning, preparing the annual reports, and research. He/she shall fulfill duties as may be assigned by the President; perform the duties of the President in the President’s absence or inability to act. He/she may be a signer on checks. UNA of Atlanta recognizes it should have a strong succession plan to ensure stability during leadership changes.
- Vice- President: UNA of Atlanta may choose to elect one or more Vice-Presidents to help the President facilitate the work of the Chapter, or a Vice-President could serve the function of the President- Elect. Furthermore, the Vice-President shall perform the duties of the President in the President’s absence, removal, or following his/her resignation. UNA of Atlanta may choose to have more than one Vice-President to assume functions of committees’ leadership [see Article VI]; however, in that case, a Senior Vice-President is identified to serve in the President’s absence.
- VP of Membership: UNA of Atlanta may elect or the President may appoint the Membership Chair who is responsible for managing the Chapter’s membership records and developing a membership growth strategy. Responsibilities include contacting lapsed members and prospective members, welcoming new members, and planning /hosting Membership Day. Each Chapter should develop a Membership Committee to assist the chair in membership development.
- VP of Advocacy and Outreach: UNA of Atlanta may elect or the President may appoint an Advocacy Chair who serves as a liaison between the Chapter and both the Advocacy Committee of the National Council and the UNA-USA National Office. The Advocacy Chair is responsible for promoting participation in the e-action alert system and advocacy events, such as Day on Capitol Hill and In-District advocacy activities. The Chair should maintain and develop personal relationships with local Congressional representatives and/or their relevant staff members (through letters, telephone calls, emails, and personal visits) and keep up to date on their positions on UN-related issues.
- Young Professionals Chair: UNA of Atlanta may elect or the President may appoint a Young Professionals Chair who is responsible for managing and developing a successful YP program that encourages members to become engaged with the United Nations through professional development and other opportunities. UNA-USA Young Professionals are UNA members under the age of forty.
- VP of Education: UNA of Atlanta may elect or the President may appoint an Education Chair who will liaise with UNA-USA Education Committee, both locally and nationally, and develop strategies to scale Model UN (mini-simulations) into locally-based middle and high schools and manages the implementation of the Sustainable Development Goals or other national/international education initiatives.
- VP of Programs: UNA of Atlanta may elect or the President may appoint a Programs Chair who will oversee annual events (ie. UN Day, Human Rights Day, Holiday Party), special events, partnerships with organizations as approved by UNA-USA, and long-term programs. Responsibilities include developing local, national, and/or international organizational partnerships, event logistics and implementation. He/She works with the VP of Public Relations and Marketing/VP Communications to promote events and programs. The VP of Programs should retain a committee chair to assist in programming for the chapter. (Note: VP of Education and VP of Programs can be combined at the discretion of UNA-Atlanta’s Board of Directors. Examples of title: VP of Education and Programs.)
- VP of Public Relations and Marketing or Communications: UNA of Atlanta may elect or the President may appoint a VP of Public Relations (PR) and Marketing or VP of Communications who will oversee all aspects of communication made to the public and the Chapter members. This includes management of all communications to include but not limited to: digital management (social media, website, email, etc.), media relations (working with local and national media to maintain/build chapter reputation; press release writing, etc.) as well as direct communication to the Chapter’s members. The VP of PR and Marketing in addition is responsible for building influential partnerships that increase the brand recognition of the chapter. VP of PR and Marketing is also encouraged to work alongside the President and Membership Chair to assist with retention efforts, in addition to highlighting the efforts of the Chapter throughout the year. The VP of PR and Marketing should retain a committee chair to assist in public relations management of the chapter.
- VP of Fundraising: UNA of Atlanta may elect or the President may appoint a Fundraising Chair to develop fundraising strategies and goals, apply for grants (in collaboration with VP of Programs / VP of Education), implement UNA-USA national fundraising initiatives, secure financial sponsorships and/or partnerships with organizations to build chapter funding as approved by the Board of Directors. He/She shall create the annual fundraising budget, manage the chapter’s fundraising calendar and present financial projections to the Board of Directors. The VP of Fundraising collaborates with the Treasurer and works with the VP of Programs for potential fundraising opportunities during events. The VP of Fundraising should retain a committee chair to assist in fundraising for the chapter. NOTE: The VP of Fundraising assist in all fundraisers set forth by other Board of Directors and ensures that their fundraising initiatives reserves at least 20% of their donations to be given to the chapter for chapter development, prior to the Board of Directors using it for their initiative (80% initiative/programs ; 20% chapter).
- Executive Council and Advisory Council: The Board of Directors is encouraged to develop an Executive Council and Advisory Council. Each council is defined as:
Advisory Council: Council members will be formed by notable individuals within the local community whose backgrounds align with the mission, vision and values of UNA-USA and UNA-Atlanta.
NOTE: The election of these Council Members are by invitation only from the Board of Directors.
Section 6 – Removal from Office:
- Voluntary: An Officer or Board member may announce his or her resignation at any Board of Directors’ Meeting or in writing to the President at least two weeks in advance of departure. If feasible, outgoing board members should meet with the new incumbent at least twice to transfer information and documents. The resignation becomes effective after the following Board of Directors Meeting or at a later date indicated by the person resigning.
- Involuntary: If an Officer or Board member is to be removed from office involuntarily it shall be by a 2/3 affirmative vote at a Board of Directors meeting with a majority of the Board members present.
An Officer or Board Member may be removed for the following:
- Failure to adhere to these by-laws and their provisions;
- Failure to attend 3 consecutive meetings (in-person meetings, phone conference calls, video calls, etc.) unless notification of absences was provided to the Directors beforehand or under special circumstances (i.e. medical or family reasons or employer conflict);
- Failure to uphold their job duties and produce little to no work as listed in Section 4 - Powers and duties of Officers.
- Failure to attend at least 2 events per year;
- Persistent lack of communication such as failure to respond to emails, texts, phone calls, and mail correspondences.
- Failure to declare a conflict of interest (i.e. running for public office, calling members for personal donations);
- Soliciting, receiving or accepting any remuneration in exchange for a vote; and/or favorable or unfavorable disposition on any item under consideration by the Board or any of its committees;
- Receiving personal gifts of over $100 in exchange for a service while acting as a UNA-Atlanta Board member (excluding honoraria but any honoraria that is received should be reported to the Board);
- Any form of Board representation not authorized by the President or the full Board;
- Felony conviction during term of service on the Board;
- Causing a lawsuit involving UNA of Atlanta or UNA-USA;
- A consistent pattern of behavior unbecoming as a Board Member (ie. violent behavior, false accusations, irate profanity usage, etc.);
- Using UNA-Atlanta or UNA-USA resources (ie. membership list, communications materials, educational materials) to support political figures and/or as a means to gain political support (ie. while running for public office) UNLESS permission is given by UNA-USA and UNA-Atlanta.
Removal of the Officer or Board Member shall follow due process:
- After an initial complaint (must be in writing), the President hears both sides separately then moderates the conversation from both parties to agree on a resolution (30 day time period). If the complaint is against the President, then the entire Board is part of the entire process.
- If the conversation does not produce a resolution in 30 days, the President brings the complaint to the entire Board for review. Both parties will make their case to the entire Board at a special meeting. After this meeting, the Board shall convene to review the case and suggest appropriate actions (ie. written warning of violation)
- If the Officer or Director commits a second violation as described above repeat step 1 and 2. If the Board agrees that a violation has occurred a 3-month suspension of the board member will be enacted. In order to return to the board in any position, the majority of the Board of Directors must vote on the Board Member’s return. The position is not reserved for the suspended Officer or Director.
- If the Officer or Director chooses to appeal the Board’s decision after the first violation, he/she may do so with written notice to the entire Board of Directors 7 days prior to a special meeting called by the President. During the appeals meeting, the Officer or Director shall make their case to the entire Board.
- If the Officer or Director is reinstated and commits a violation for the third time, the Board has the right to remove the Officer or Director from their position for 5 years via mediation with UNA-USA.
Immediate Removal of Board Member
- If the Board Member commits violations within Section 6 item b. 10-13 the board member shall be removed within 24 hours with majority consent of the board.
- If a Board Member conducts a third violation of the Bylaws the board member shall be removed within 24 hours with majority consent of the board. The Board has the right to remove the Officer or Director from their position for 5 years via mediation with UNA-USA.
Section 7 - Financial Responsibilities:
Each Vice President shall provide the Treasurer budget proposals specific to their committees to be approved by the Board of Directors during the end of the year Board of Directors meeting. During the year, each Vice President shall provide quotes to the Treasurer and President for any expenses for approval before purchasing. Budget amendments may take place throughout the year with notification to the President and Treasurer.
Article VI – Committees
Section 1 – UNA of Atlanta may, from time to time, organize committees to manage its programs and activities to further its mission and that of UNA-USA. Vice Presidents, with approval of the Board of Directors, shall appoint committee chairs. Except as may be otherwise specifically provided for by these Bylaws, Vice Presidents and committee chairs shall appoint their committee members from among Chapter members in good standing who volunteer or agree to serve. The President shall serve as ex-officio member of each committee. Members of a committee shall serve until the Chapter’s next Annual Membership Meeting or until their successors are appointed. Committee members can be removed from service with the chair’s consent and committee chairs may be removed from service by the Chapter President with consent of the Board of Directors.
Section 2 – All committees shall adhere to the rules governing procedures for meetings. Refer to Article XI – Parliamentary Authority. The rules that govern the Board shall govern each committee. All committees shall take only such action(s) as is specifically designated in the Bylaws or in the resolution chartering the committee. The committee chairs shall report to the Vice Presidents on an agreed upon basis set by the Vice Presidents and the committee chair.
Section 3 – Except as may be otherwise specifically provided for by these Bylaws, no committee shall have the authority to amend, alter or repeal these Bylaws; to elect, appoint or remove any Officer, Chair or member of the Chapter; to amend the articles of incorporation of the Chapter; to restate the Chapter’s articles of incorporation; to adopt a plan of merger or adopt a plan of consolidation with another Chapter; to authorize the sale, lease, exchange or mortgage of all or substantially all of the Chapter’s property and assets; to authorize the voluntary dissolution of the Chapter; to adopt a plan for the distribution of the assets of the Chapter; to amend, alter or repeal any resolution of the Board of Directors to fix compensation for the Chapter’s Board of Directors, Officers, or any committees; or other acts prohibited by law.
Section 4 – Meetings of the committees may be called by their respective chairs or by any two (2) members of the committee. At all meetings of any committee, a simple majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members of the committee present at any meeting thereof at which there is a quorum, shall be the act of the committee, except as may be otherwise specifically provided for by these Bylaws. Electronic or phone participation qualifies as part of a quorum.
Section 5 –UNA of Atlanta may choose to identify an Executive Committee of the Board of Directors if the Board becomes large enough to justify such a board leadership team and identifies the need. If formed, the Executive Committee shall be composed of the UNA of Atlanta Officers and committee chairs or Vice-Presidents. The President shall serve as the Chair of the Executive Committee. During the intervals between meetings of the Board of Directors, the Executive Committee shall transact all routine business and shall exercise all the powers and functions of the Board of Directors in the management and direction of the affairs of the Chapter in all cases in which specific direction shall have been given by the Board of Directors. In circumstances where the Executive Committee needs to make a substantial decision the Board of Directors must be notified prior to the decision. Minutes of Executive Committee meetings shall be forwarded in a timely way to the full Board.
Section 6: Nominating Committee – The President, with the approval of the Board of Directors, shall appoint at least three [3] Board members, one [1] representative from either committee, one [1] representative from the general membership. The Nominating Committee shall identify and nominate potential members to the Board of Directors, as well as Board members to serve as Officers. The President shall appoint the Nominating Chairperson.
Section 7 – The President shall have the power to call for the establishment of ad-hoc committees or task forces as deemed necessary.
Section 8 – UNA of Atlanta may identify individuals to serve as Chapter representatives in National Networks and Affinity groups to encourage participation in national initiatives and priorities. While these National Networks are subject to change, they include but are not limited to UNA –Advocacy, UNA – Education, and UNA – Communications Networks, and the UNA-Women, and UNA-LGBT Affinity Groups.
Section 9 – UNA of Atlanta may form additional committees with defined functions.
- Membership Committee: To establish a membership growth strategy to recruit new members and engage and retain current members. To build awareness that it is the responsibility of each UNA-USA Chapter Board member to recruit and engage new members. Efforts are made to recruit a diverse membership with regard to age, ethnicity, gender and geography. Building partnerships with other aligned organizations is one way to build membership.
- Finance and Budget Committee: To work with the Treasurer and the Board of Directors to prepare a budget and raise and manage Chapter funds.
- Programs Committee: To organize programs, projects and events to promote the mission of UNA-USA. UNA of Atlanta intends to plan a UN Day event each October as well as other events throughout the year. The Program Committee coordinates with other committees, especially the membership and advocacy committees, to ensure that all Chapter programming has both membership building and advocacy elements.
- Young Professionals Committee: To engage UNA-USA members under 40 years old, in order to promote and implement education projects, advocate for a strong U.S.-UN relationship, and participate in professional development opportunities.
- Advocacy Committee: To inform elected representatives, the general public and Chapter members about U.S. Government activities related to the UN system. The committee promotes participation in the e-action alert system and advocacy events, such as Day on Capitol Hill and in District advocacy meetings with members of Congress or their staff.
- Communications Committee: The Communications Committee oversees all aspects of communication made to the general public and the chapter membership. This could include but not be limited to a website and a chapter presence on Facebook, Twitter, and Instagram, traditional press outreach, including distribution of UNA's national op-ed pieces, arranging local editorial board meetings, and contributing pieces to local news outlets, including all forms of traditional media: newspapers, magazines, radio, and television. Furthermore, they are encouraged to send regular alerts to current, lapsed, and potential members that complement the national UNA e-newsletters and retention efforts. Lastly, this committee is encouraged to drive publicity efforts for special events, such as UN Day.
- Education Committee: Education Committee will support membership and youth members by collaborating with youth and programming committees to cultivate a new generation of advocates involved in educational activities offered by UNA-USA, and through chapter sponsored Model UN conferences and simulations, summer offerings, and other programs designed to engage youth and teach about the United Nations. The Education Committee is expected to promote UNA-USA as the preeminent source and authority in education for innovative classroom learning that facilitates globally competent students. The Education Committee may also provide education programming for the general public.
- Sustainable Development Goals Committee: The SDG Committee shall create events and/or campaigns, including online activities, that educate and promote the various Sustainable Development Goals.
- UNA of Atlanta Advisory Council: Members of the Advisory Council shall be comprised of professionals, academics, past UNA of Atlanta Board of Directors, and volunteers. Members shall be accessible when called upon by the Board of Directors to give guidance to the board, to resolve a conflict, assist in event planning or being a speaker, assist in advocacy and fundraising campaigns. Members of the Advisory Council may advise committee members (ie. Sustainable Development Goals Committee, Education Committee)
Article VII – Chapter Finance
Section 1 – Fiscal Year: The fiscal year shall commence on January 1st and end on December 31st.
Section 2 – Budget: A proposed budget shall be submitted to the Board of Directors for adoption at the Chapter’s Annual Membership Meeting. If this is not feasible, a proposed yearly budget shall be submitted to the Board of Directors for adoption at least a month prior to the submissions of the Chapter’s annual report to UNA-USA by the Treasurer and President. At the first quarterly board meeting, the Board of Directors shall approve budget lines for each committee for the year. At the fourth quarterly meeting, the Board of Directors shall review suggested budgeted lines for the following year provided by the Vice Presidents or Committee Chairs. The budget should include an accurate projection of costs and revenue for the year, and include line items for each Chapter activity. The Chapter financial report shall be approved at such a time that it can be submitted by March 1st to the National Office as part of the Chapter’s Annual Report.
Section 3 – Membership Dues: Annual membership dues and distribution of such dues shall be established by the UNA-USA National Office in collaboration with the National Council.
Section 4 – Tax Filings: Whether Chapters are separate 501(c) (3) organizations or part of the Better World Fund group, they are required to submit an annual Form 990 to the IRS no later than 5 months after the end of the fiscal year, or by May 15.
- Chapters with gross receipts of $50,000 or less are allowed to file a simplified Form 990-N Postcard;
- Chapters with gross receipts less than $200,000 and total assets less than $500,000 are allowed to file a Form 990-EZ; and
- Chapters with gross receipts greater than or equal to $200,000 and total assets greater than or equal to $500,000 are expected to file a Form 990 long form return.
Chapters are also expected to file all necessary financial paperwork required by the state in order to maintain their status as state authorized non-profit organizations.
Article VIII – Legal Requirements
In addition to all requirements set forth in the Affiliation Agreement and the Chapter Handbook (including the following sections of the Handbook: Operating as a 501(c)(3) Organization, Fundraising Guidelines, and Direct Guidance from the IRS), UNA of Atlanta understands it shall comply with the following: (i) the Chapter shall never be operated for the primary purpose of carrying on a trade or business for profit; (ii) the Chapter shall not, directly or indirectly, participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office; (iii) no solicitation of contributions to the Chapter shall be made, and no gift, bequest or devise to the Chapter shall be accepted, upon any condition or limitation that would pose a substantial risk of causing the Chapter to lose its federal income tax exemption; (iv) pursuant to the prohibition contained in section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), no part of the net earnings, current or accumulated, of the Chapter shall ever inure to the benefit of any private shareholder or individual; and (v) upon the termination, dissolution or winding up of the Chapter in any manner or for any reason, voluntary or involuntary, its assets, if any, remaining after the payment or provision for payment of all liabilities of the Chapter shall be distributed to the National Office, to be disseminated at a later date.
Article IX – Chapter Dissolution
Section – 1 Voluntary Closure UNA of Atlanta may choose to voluntarily dissolve with authorization of the Board of Directors, in conjunction with its membership, given at a special meeting called specifically for this purpose. UNA of Atlanta can dissolve with approval of two-thirds of all eligible members, in addition to three-fourths of all members of the Board of Directors – valid only if a Voluntary Closure Quorum of members are in attendance (defined as fifteen percent of the Chapter’s members if less than 100 members; ten percent more than 100 members). If such a quorum does not exist, the chapter may voluntarily dissolve with a simple majority vote. If requested, UNA’s National Office will assist the Chapter by providing a proxy-voting system in order to ensure that UNA of Atlanta’s membership has equal voice during this process. Furthermore, UNA’s National Office holds the authority to dissolve a UNA Chapter – in consultation with the National Council – in the event of illegal activities or notable violation of chapter guidelines as explained in the Affiliation Agreement.
Section 2 - Involuntary Closure
Existing Chapters that fail to meet the basic requirements to maintain Chapter status will be given a one-year period to steer their Chapter into compliance. During this time the Chapter in question will operate under a provisional status, wherein a member of the National Office will supervise the Chapter. If a Chapter fails to meet these requirements after a one-year period, the Chapter will be suspended and its charter will be revoked.
Article X – Ratification & Amendments
Bylaws shall be adopted by a simple majority of those present at any Membership Meeting of UNA of Atlanta or via electronic ballot or mailed print ballot provided that (i) any proposed Bylaws changes shall have first been submitted to and approved by the National Office of UNA-USA prior to adoption in order to ensure such Bylaws are consistent with the Affiliation Agreement and the mission and purpose of UNA-USA, and (ii) that all members have been notified 14 days in advance of the Membership Meeting or ratification deadline. Bylaws may be amended by a two-thirds majority vote through the same procedure. The most current Chapter Bylaws must be submitted to the UNA-USA Membership Office. Bylaws shall be amended as needed and shall be reviewed by the Board of Directors or special committee every three years.
Article XI – Parliamentary Authority
Robert’s Rules of Order Newly Revised shall govern the Chapter wherever it is applicable and not inconsistent with these Bylaws.
