By Laws

The BYLAWS of the INTERFAITH COUNCIL, INC.

(Serving Lower Fairfield County)

Approved October 21, 2004

ARTICLE 1—NAME

The name of the organization shall be the InterFaith Council, Inc.

ARTICLE II—STATEMENT OF MISSION

Section 1. Mission

The Council identifies as its mission: Creating justice, compassion and peace through mutual understanding.

Section 2. Objectives

Called to love God and our neighbors, the Council supports the community by:

§ Providing opportunities that encourage religious understanding and mutual respect;

§ Identifying community needs and making significant efforts toward meeting them;

§ Offering a forum for the resolution of community conflicts;

§ Encouraging youth in interfaith understanding and experience;

§ Providing resources for life cycle events in interfaith situations; and

§ Celebrating, enjoying and learning with and from one another.

ARTICLE III—MEMBERSHIP

Section 1. Worshipping Communities. Those worshipping religious bodies that support the statement of mission of the council are eligible for membership. A body that requests membership may become a member by written application to the president, a majority vote of the board of directors and a majority vote at a meeting of the assembly. Voting rights in the general assembly, however, are dependent upon receipt of annual dues and an up-to-date record of the names of the delegates filed with the council secretary.

Section 2. Individuals. Individuals who support the statement of mission of the council are also eligible for membership. A person requesting membership may become a member by written application to the president, majority vote of the board of directors, and upon receipt of annual dues.

Section 3. Community Service Organizations. Any community service organization that supports the statement of mission of the council may be admitted to affiliate membership by written application to the president, majority vote of the board of directors, and upon receipt of annual dues.

Section 4. Annual Dues. The amount required for annual dues from worshipping communities, individuals and community service organizations shall be determined, and can be changed, by a majority vote of the members at an annual meeting of the membership. Dues shall be payable on or before the last day of March for each upcoming fiscal year April 1^st through March 31^st. Dues for new members shall be payable at the time of application, without prorating. Voting rights in the general assembly are contingent upon paid-up membership dues and up-to-date delegates lists. However, members of the council will always be encouraged to make contributions over and beyond annual dues that facilitate and expand the council’s work.

ARTICLE IV—THE ASSEMBLY

Section 1. Purpose. The assembly is the vehicle for participation in the affairs of the council by all those whose membership is in good standing. Meetings of the assembly will be major interfaith events that encourage religious understanding and mutual respect and inspire efforts toward justice, compassion and peace in our various communities. Necessary and appropriate council business will also be conducted as part of an assembly meeting, and in these cases the voting members will serve as delegates.

Section 2. Delegates. The voting members of the council assembly will always be those with paid membership in good standing, and shall be composed of up to two lay delegates and/or one clergy (or leader) from each worshipping community; one delegate from each community service organization; individual members; and the board of directors. No worshipping community, however, shall be entitled to more than three votes by those present, inclusive of individual members affiliated with it but who are not its recorded delegates. Each worshipping community shall record its delegates with the council through the office of the secretary and keep such records up to date.

Section 3. Duties and Responsibilities. The voting members of the council assembly shall:

A. Elect the board of directors and its officers.

B. Receive the annual report.

C. Approve the annual budget, council policy and program changes (including the launching of new programs and the ending of current programs) as recommended by the board.

D. Adopt and amend the bylaws.

E. Serve as a forum of all members for expressing concerns and making recommendations to the board, as well as proposing, making motions and voting on policies and programs consistent with the statement of mission of the council.

F. Resolve any questions as to the interpretation of these bylaws.

Section 4. Conduct of the Council’s Affairs and Meetings

A. Regular Meetings. The assembly shall meet at least twice annually and at such other times as it deems necessary to maintain the effectiveness of the programs of the council. All meetings of the assembly shall be open to the public.

B. Annual Meetings. The annual meeting of the council shall ordinarily be a May meeting of the assembly at which the election of board members and officers shall take place. All voting members in good standing shall be notified by mail or e-mail of the slate of nominees for board positions and officers and the procedures for nomination by petition, as well as any other business that may be brought before the annual meeting of the council, no less than four weeks prior to the meeting.

C. Petitions. Additional nominations for the board of directors and its officers may be made by petitions signed by at least ten voting members of the council and submitted to the secretary no less than two weeks prior to the date of the annual meeting. Persons nominated by the petition shall be so designated on the ballot.

D. Special Meetings. Special meetings of the assembly may be called by the council president, by a majority of the board or directors, or by the secretary upon request in writing by delegates representing five of the worshipping communities of the council with paid membership in good standing. No business shall be transacted at any special meeting, however, unless the purpose of the meeting shall have been specified in the notice of such meeting.

E. Notice of Meetings. Notice of each meeting (other than annual meetings for which four weeks notice is required) shall be given to each voting member by mail or e-mail not less than two weeks prior to the meeting.

F. Quorum. The members present at any properly announced meeting shall constitute a quorum.

G. Voting. Action of the assembly shall be by majority vote of the voting delegates present, except as otherwise stipulated in these bylaws.

ARTICLE V—BOARD OF DIRECTORS

Section 1. Composition. The board of directors shall be composed of no less than eleven (11) and no more than twenty-one (21) individuals, and may include up to two members who are not affiliated with a worshipping community with membership in good standing. All officers of the council except for auxiliary officers must be members of the board. If a board of this size is duly elected, its meetings and any votes thereat shall be valid notwithstanding any decrease in its numbers.

Section 2. Duties and Responsibilities. The board of directors shall:

A.     Meet at least six times during the year.

B.     Propose policies consistent with the statement of mission of the council.

C.     Employ as funds permit the executive director and determine salary and tenure.

D.    Implement policies and programs voted on by the assembly.

E.     Propose the annual budget.

F.      Make recommendations concerning bylaws and amendments.

G.    Establish committees as needed.

H.    Fill vacancies on the board until the annual meeting.

I.   Act by majority vote of those present.

Section 3. Duties of Individual Board Members. Each member of the board of directors shall:

A.     Chair and/or serve on at least one committee.

B.     Serve a three-year term, and a maximum of two consecutive complete terms.

C.     Attend board meetings regularly. Absence from more than two board meetings unexcused in a year may constitute cause for removal within the discretion of the board and after due consideration of the cause.

D.    Adhere to the council’s policy concerning conflict of interest in which any duality of interest or possible conflict of interest on the part of a board member should be disclosed and the board member should not vote or use personal influence on the matter beyond stating briefly his/her position.

Section 4. Notice of Meetings. Notice of each board meeting shall be given to each board member by mail or e-mail not less than one week prior to the meeting. Such notice shall include an agenda of those matters that need to be discussed or resolved at the meeting. Other new business may be introduced at the meeting, but whenever possible action on such matters shall be deferred until the next board meeting.

Section 5. Quorum. A meeting must be attended by a simple majority of board members for business transactions to take place and motions to pass.

Section 6. Staggered Terms. The Nominating Committee shall make every effort to see that one-third of the board shall be up for election to a full three-year term at any annual meeting, with some allowance made for the expansion or contraction of the board.

Section 7. Removals. The board of directors shall have full power at any time by a vote of three-fourths of the board present at any meeting to remove any officer of the council or any member of the board of directors for violation of duty.

Section 8. Vacancies. In the event that any director shall, by reason of death, resignation, incapacity to act or otherwise, cease to be a member of the board of directors during his or her term, his or her successor may be chosen, on the proposal of the Nominating Committee, by a majority vote of the directors present at any meeting of the board. Such a successive director shall hold office for the remainder of the term to which his or her predecessor was elected, and is still eligible to be elected to two consecutive complete terms of service.

Section 9. Liability. Members of the board of directors and officers (or other members of the council when acting in behalf of the board of directors or officers), when such directors, officers or members shall have acted in good faith, shall have no personal liability with respect to any contract or action authorized by the board or assembly. They will not be personally liable for the debts or obligations of the council, nor shall any of their personal property be subject to the payment of the debts or obligations of the council. Moreover, the council shall maintain in force such insurance policies as are necessary to indemnify directors for liability except for cases: (1) involving a knowing and culpable violation of the law; (2) enabling the director or an associate to receive an improper, personal economic gain; (3) showing a lack of good faith and a conscious disregard for the duty of director to the council under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the council; or (4) constituting a sustained and unexcused pattern of inattention that amounted to an abdication of the director’s duty to the council.

ARTICLE VI—EXECUTIVE COMMITTEE, OFFICERS AND STANDING COMMITTEES OF THE BOARD

Section 1. Executive Committee. The Executive Committee shall consist of the officers of the council and such other directors of the council as the board may appoint for a specified term of service. The Executive Committee shall conduct such business as is delegated to it by the council board of directors.

Section 2. Officers. Every two years the assembly shall elect a new president-elect, as recommended by the Nominating Committee or nominated by petition, for a two-year term. After serving for two years as president-elect he/she shall become president. The president shall serve one two-year term. All other officers shall serve a two-year term and serve a maximum of six years in the same office.

A. The President shall preside at meetings of the assembly and the board of directors. The president shall be a member ex-officio of all committees and task forces and shall consult regularly with the professional staff. In the absence or incapacity of the treasurer, the president shall be authorized to sign checks (upon requisition by the executive director if this position is filled), in any case, within the limits set by the annual budget or as otherwise authorized by the board of directors with the consent of the membership of the council.

B. The President-Elect shall preside at meeting in the absence of the president and shall serve as president in the event the office of the president is vacated.

C. The Vice President shall serve as chairperson of the Development Committee and shall hold other responsibilities as may be delegated by the president.

D. The Secretary shall keep complete records of all meetings of the assembly and the board of directors, shall make minutes of such meetings available within two weeks to all those interested, and shall notify members of upcoming meetings and other council news as needed.

E. The Treasurer is responsible for overseeing the maintenance of proper accounts and making at least a written report at each assembly and board meeting. The treasurer is authorized to sign checks and oversee disbursements within the limits set by the annual budget or as otherwise authorized by the board of directors. The accounts of the council shall be audited annually, or at such other times as the board or membership directs. The treasurer, subject to prior approval of the board of directors, shall have the power to borrow such sum or sums of money as may be needed from time to time to meet the current operating expenses of the council, but shall always report this at the next assembly meeting.

E. Auxiliary Officers. An assistant treasurer and an assistant secretary shall be appointed by the board to assist with, and maintain uninterrupted, the work of the treasurer and secretary when either is unable to attend a board of directors meeting. They shall perform the duties of these offices regarding the presentation of financial statements and the taking of minutes at such meetings, and other duties as may be delegated to them by the treasurer and secretary. They need not necessarily be members of the board, but may attend all meetings of the board; if, however, they are not members of the board, they shall not have voting rights. They shall serve for a term of office to coincide with that of any officer they assist, although they may be removed from office at any time by majority vote of the board.

F. The Immediate Past President may serve for a term of one year following the conclusion of his/her term as president and may serve as council advisor as needed.

Section 3. Vacancies. Whenever any vacancy shall occur in any office of the council, by reason of death, resignation, incapacity or otherwise, the vacancy may, upon the proposal of the nominating committee, be filled by majority vote of the directors present at any meeting of the board for the balance of the term.

Section 4. Standing Committees. The board shall organize much of its work through the following standing committees and other ad hoc committees as necessary. Except as otherwise herein provided, the chairpersons and other members of each standing committee shall be proposed by the president and must be approved by vote of the board of directors. The chairperson of each standing committee shall be a member of the board, although all committees may include non-board members of the council as well.

A. The Nominating Committee shall be chaired by a director who is not an officer and shall see that the board is composed of competent, committed and participating members. Its responsibilities are to (1) manage board membership by: conducting member orientations; evaluating current board attributes and identifying those still needed; reviewing the performance of board members eligible for reelection; recruiting candidates as needed; nominating a slate of directors for election at the annual meeting of the assembly; as well as proposing candidates to fill vacancies on the board until the next annual meeting; and (2) plan for leadership succession by evaluating current officers; preparing an officer slate for election at the annual meeting of the board; and proposing candidates to fill vacancies in any office of the council.

B. The Program Committee shall be chaired by the president-elect and shall be responsible for the development and execution of all assembly meetings, as well as all community programs and special events sponsored by the council. It shall therefore conduct regular evaluations of such community programs for effectiveness and relevance, and it shall consider where the council can have significant impact with new programs and services. Its special concern shall be for programs and events of an interfaith nature that best meet the council’s statement of mission.

C. The Finance Committee shall be chaired by the treasurer and shall recommend to the board for its approval all matters pertaining to development of the annual budget. Through the treasurer and the staff, it is responsible for regular financial reports, for all financial records and filing of the council, and for steps that ensure the annual audit and other audits directed by the board or membership.

D. The Personnel Committee shall be chaired by the president and shall, with board approval, publish and maintain a personnel manual which shall provide for the governing of relations between the council and all of its employees by setting forth their respective rights and obligations. Amendments to the personnel manual shall be approved by the board. The Personnel Committee shall create and update job descriptions for all positions in the organization, and oversee the recruitment of an executive director as funds permit. It shall also approve a salary administration plan.

E. The Development Committee shall be chaired by the vice president and shall develop and maintain an overall fund-raising plan to include the annual solicitation of individuals, corporations, religious and civic organizations and the development of proposals to foundations in conjunction with staff. It shall also oversee the involvement and nurturing of delegates, and oversee and make proposals to the board and the assembly concerning membership expansion and membership requirements, including the setting of annual dues.

F. The Governance Committee shall be chaired by the secretary and shall be responsible for all non-financial legal records and filings of the council.

ARTICLE VII—EXECUTIVE DIRECTOR

An executive director may, as funds allow, be employed by the board on the recommendation of the Personnel Committee and shall be responsible to the board and the council through the office of the president. The executive director shall report at regular meetings of the assembly, the board and the Personnel Committee, or otherwise as directed by the board. The executive director shall be responsible for execution of programs and support of the policies of the council. The executive director shall provide administrative leadership for the council and shall be responsible for initiating and recommending the carrying out of programs in keeping with the policies of the council. The executive director (as well as the treasurer) may sign checks and authorize disbursements within the limits set by the annual budget or as otherwise authorized by the board of directors. The executive director may represent the council at public functions to coordinate, interpret and speak on its work to the community at large. The executive director will have responsibility for communications within the community and beyond for the purpose of developing an understanding of the work of the council and strengthening its public image.

ARTICLE VIII—FINANCES

Section 1. Budget. The Council shall operate under an annual budget that is balanced between estimated income and expenses.

Section 2. Accounting Period. The fiscal year for the council shall be each successive twelve-month period beginning on the first day of April and ending on the thirty-first day of March.

Section 3. Types of Funds. The following types of funds shall be used for the financial operation of the Council.

A.     Operating Fund. The Operating Fund shall be an on-going fund into which are deposited all monies not designated for the other funds listed in the following sections. All expenses of the council shall be paid from the Operating Fund.

B.     Investment Account. The Investment Account shall be a separate account. The assets of its various parts may be intermingled for investment purposes, and the dividends and interest earned by the account shall be distributed among the parts in proportion to the principal values. The parts of the Investment Account shall include the following:

1.      Endowment Fund. The Endowment Fund shall be a fund from which the principal may not be withdrawn. It shall include:

a. The Restricted Endowment Fund. The dividends and interest attributed to this fund shall be used only for the purpose designated by the donors. In the event that the designated purpose has been impractical to fulfill and has remained in this status for four years or longer, this part may be redesignated—after good-faith efforts to confer with the donor or his/her survivors—in whatever ways best serve the spirit of the purpose designated by the donors upon a two-thirds vote of the assembly.
b. The Unrestricted Endowment Fund. The dividends and interest attributed to this fund may be used for the general purpose of the council.

2. Reserve Fund. The Reserve Fund shall be a fund from which the principal may be withdrawn upon vote of the board of directors. The dividends and interest attributed to this fund may be used for general purposes of the council.

C. Designated Funds. Designated funds (that is, funds given for a purpose designated by the donors) must first be accepted by vote of the assembly, and then are to be used for only those purposes designated by donors. In the event that the designated purpose has been impractical to fulfill and has remained in this status for four years or longer, these funds may be redesignated—after good-faith efforts to confer with the donor or his/her survivors—in whatever ways best serve the spirit of the purpose designated by the donors, upon a two-thirds vote of the assembly.

Section 4. Audit Committee. The president, with the advice and consent of the board of directors, shall appoint an Audit Committee composed of two members of the council who are not members of the board and two members of the board of directors who are neither officers nor directors engaged in management of membership or financial records. The Audit Committee shall be chaired by one of the committee members who are not directors. This committee is responsible for the conduct of an annual audit of the council’s financial and legal records and shall provide full disclosure of its findings to the annual meeting of the assembly. From time to time it may perform other audits as directed by the board or membership. If, at the direction of the assembly or the board of directors, an independent audit is to be conducted by outside auditors, the Audit Committee shall be responsible for all arrangements pertaining to such an audit.

ARTICLE IX—PARTICIPATION IN RELIGIOUS EXPERIENCES

Members of the Interfaith Council will not be required to participate in religious experiences which compromise or contradict their own religious faith.

ARTICLE X—AMENDMENTS

These bylaws may be amended at any meeting of the assembly by a vote of at least three-quarters of the voting membership present, provided that written notice of the amendments under consideration has been given to the members at least one month in advance. Amendments may be proposed by any member and shall be submitted in writing to the secretary. The amendment shall become effective upon adoption.

ARTICLE XI—DEDICATION OF ASSETS AND DISSOLUTION

The assets of the council are irrevocably and permanently dedicated to the mission and objectives set forth in the statement of mission. The council may be dissolved at any time by the consent of not less than two-thirds vote of the members in good standing. After payment of debts and liabilities of the council, the remaining assets shall be distributed to or for the use of a non-profit, tax exempt corporation or foundation organized to accomplish exempt purposes within the meaning of Section 501(c)3 of the Internal Revenue Code, or the corresponding section of any future federal tax code, and committed to creating justice, compassion and peace through interfaith understanding. The board of directors shall authorize and empower one or more officers of the council to so convey, transfer and deliver whatever property and assets the council has at the time of dissolution.

ARTICLE XII—RULES OF ORDER

Robert’s Rules of order in its current revision shall be the parliamentary authority for all matters of procedure not specifically covered in these bylaws.