Union of Black Episcopalians

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UNION OF BLACK EPISCOPALIANS BYLAWS

Adopted July 8, 1995

Revised 9/6/96, 7/8/04, 6/29/10, 6/22/16, 7/25/20 and 10/22/22.

REVISED ABMC 08/09/23 Montgomery, Alabama ABMC

REVISED 06/11/2024 Online Annual Business Meeting

Revised 07/26/2025 Online Annual Business Meeting

ARTICLE I: NAME

The name of the organization shall be Union of Black Episcopalians, hereafter referred to as UBE.

ARTICLE II: OBJECT

Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including (for such purposes) the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future tax code.

ARTICLE III: MEMBERS

SECTION 1: Classification

There shall be the following classes of members:

A. Annual Membership

To qualify for each annual UBE membership type, all persons must be members of the Domestic and Foreign Missionary Society of The Protestant Episcopal Church in The USA (hereafter The Episcopal Church or TEC), must subscribe to the principles and policies of the Union of Black Episcopalians and the Union of Black Episcopalians Policies and Procedures Manual, and shall have paid the required annual membership dues as specified in Addendum A.

The subscription period for Annual Membership shall be based on the calendar year, from January through December.

  1. Individual Membership is granted to one person who meets the qualifications as specified in Article III, Section 1—a, Annual Membership, and who pays the corresponding national dues.
  2. Family Membership is granted to a unit of adults and/or adults and children through the ages of 17 years old residing at the same physical address, who meet the qualifications as specified in Article III, Section 1: Annual Membership, and who pay the corresponding national dues. For voting purposes, a family unit receives one vote to be cast by the family member whose name has been submitted to the National Secretary upon enrollment and/or renewal.
  3. Senior Membership – Senior membership is granted to a person, age sixty-five (65) or over, who meets the qualifications as specified in Article III, Section 1. A, Annual Membership, and who pays the corresponding national dues.
  4. Member-At-Large – is membership granted to Individuals, Families, or Young Adults who are not members in a Chapter.
  5. Youth Membership – Youth Membership is granted to a person who is between the ages of twelve (12) and seventeen (17); who meets the qualifications as specified in Article III, Section 1.A., Annual Membership; and who pays the corresponding national dues.
  6. Young Adult Membership – Young Adult membership is granted to individuals between the ages of eighteen (18) and thirty (30) who pay the annual young adult membership dues and otherwise qualify for regular membership. And who meet the qualifications as specified in Article III, Section 1.A., Annual Membership, and who pay the corresponding national dues.
  7. Student Membership — Is granted to a young adult between the ages of eighteen (18) and twenty-two (22), who is actively enrolled in a post-secondary education and/or training program (including university, college, trade, and vocational school), that culminates in the receipt of a diploma, certification, or academic degree. Student members must also meet the qualifications as specified in Article III, Section 1.A., Annual Membership, and pay any corresponding national dues.

B. Life Membership

  1. Life Membership is open to individuals holding annual memberships who pay the required dues until December 31, 2026. Life membership dues may be paid in installments over a maximum of two years per level and can be incrementally increased to a higher lifetime membership level. Individuals must pay the full amount of required dues for a particular lifetime membership level before being designated as such.
  2. Life Memberships will sunset 12-31-2026. Although this level of membership will not accept new members after December 31, 2026, all current fully paid life members as of December 31, 2026, will enjoy the privileges of life membership. Life members are not required to pay National dues; however, they are encouraged to pay annual national dues and are required to pay local dues.
    1. UBE Members in the process of completing payment on lifetime membership begun before January 1, 2023, are not required to pay National UBE Dues but are encouraged to do so.
    2. UBE members beginning payment of their lifetime membership on or after January 1, 2023, shall continue to pay National UBE Dues until the life membership is paid in full. Once life membership dues have been paid in full, life members enrolling after January 1, 2023, are not required to pay National UBE Dues but are encouraged to do so.
    3. Life membership payments are not refundable.

C. Seminarians and Deacons in Formation Membership

To qualify for this classification of membership, a person must be a member of the Domestic and Foreign Missionary Society of The Protestant Episcopal Church in The USA (hereafter The Episcopal Church or TEC) and must subscribe to the principles and policies of the Union of Black Episcopalians and the Union of Black Episcopalians Policies and Procedures Manual.

  1. For enrollment in this classification of membership, seminarians and Deacons in Formation Membership shall contact the UBE national headquarters via its website.
  2. Membership dues are waived for a maximum of three years for seminarians and one year for transitional deacons.
  3. Members shall have a voice and a seat in UBE matters, but not a vote.
  4. Seminarians and Deacons in formation are welcome to enroll as dues-paying Annual Members, thereby qualifying for voting privileges on UBE matters.

D. Sponsorship

Sponsorship is open to any Episcopal church, Episcopal mission, or other organization approved by the UBE Board of Directors that aligns with UBE’s mission, endorses, and supports the work of the Union, and pays the required annual sponsorship. 

UBE Sponsors shall work collaboratively with the UBE and support its mission. The UBE Mission is to unite the diverse cultures, concerns, and gifts of Black Episcopalians by providing preparations and encouragement for living the baptismal covenant and fully participating in the mission and governance of the Episcopal Church.

  1. Sponsorship Categories
    1. Corporate Sponsors
    2. Diocesan Sponsors
    3. Church Sponsors
  2. Institutional Sponsors (e.g., Seminaries)

E. Sponsors do not have a seat, voice, /or vote.

SECTION 2: Rights of Members

  1. Individual, Family, Senior, Young Adult, Youth, and Life Members shall be accorded all rights and privileges in UBE. This shall include, but not be limited to, voting, holding office, chairing, and serving on committees, serving on the UBE Board of Directors, as well as participating in national, regional, and local chapter activities, provided that any required membership fees, dues, and/or assessments are paid in full.
  2. Members may not use the UBE name, emblem, digital and print media, or other indicator of affiliation with UBE for funding proposals without obtaining advance written permission and providing the required documentation of said funding request. Non-compliance may result in fines/fees as well as disciplinary action.

SECTION 3: Members in Good Standing

A member in good standing shall be one whose current dues have been paid in accordance with the provisions of these Bylaws. National and local dues, if applicable, must be paid annually to be considered a full member of the Union.  

Life members who achieve life membership status before January 1, 2023, are not required to pay yearly national dues but shall continue to support their region’s local chapter(s).

ARTICLE IV: DUES, FEES, AND FINANCES

SECTION 1: Members' Financial Obligations

Members shall pay dues and membership fees to the National Organization according to the Member classification as recommended by the UBE Board of Directors and approved by the membership.

  1. National dues shall be due and payable directly to the National Treasurer, except for Chapter Members who shall pay national dues directly through the local chapter.
  2. Dues for the upcoming year shall be due and payable by December 1st and received by the National Treasurer on or before December 31st, excluding Chapter Members who shall pay national dues directly through the local chapter. Membership shall be delinquent if not received by March 1st.
  3. The Membership year shall be from January 1st through the last day of December, with one exception: first-time UBE members who join and pay dues on UBE Sunday or between UBE Sunday and the end of the calendar year will have an initial, one-time membership period that runs through December of the following calendar year.
  4. Members in good standing shall receive a current membership card or statement after dues have been received by the National Treasurer.
  5. Members who are categorized as delinquent in the payment of dues, assessments, or fees may not use the UBE name, emblem, or otherwise allege affiliation with UBE until officially reinstated by National and may be subject to disciplinary action as specified in Article XVI.

SECTION 2: Fees

Inactive Chapters, upon reinstatement and as evaluated on an individual basis, shall pay a reinstatement fee (equivalent to the sum of unpaid annual assessments for a maximum of three years) as established by the Board of Directors as per Article XVI, Disciplinary Action. SECTION 3: National Financial Obligations 

 

SECTION 3: National Financial Obligations

The Board of Directors shall be responsible for securing adequate funds through appropriate means for the operation of UBE, for disbursing the organization’s funds, and for maintaining a balanced budget. With Board approval, National may assume, whenever the budget permits, the financial obligations listed below: 

  1. The travel costs for elected and appointed officers of the Board of Directors to attend Meetings and the Annual Business Meeting, and/or 
  2. Transportation not to exceed air tourist fare and lodging costs for the President, or designee, to attend the chartering of new Chapters and attendance at consecration services for black Episcopal bishops of African descent as well as meetings with national import to UBE.

SECTION 4: Budget

A proposed budget shall be submitted by the Finance/Budget Committee to the pre-National Conference session of the Board of Directors for approval. The annual budget shall be presented at the Annual Business Meeting of UBE. 

SECTION 5: Audit

The financial records of the UBE shall be audited annually and at other times as requested by the Board of Directors. All audit reports shall be submitted to the Board of Directors for review and acceptance and results presented to the membership at the annual business meeting. 

Annual audits consist of either a review of agreed upon procedures or a full audit. 

SECTION 6: Fiscal Year

A. The fiscal year shall be from January 1st through December 31st. 

ARTICLE V: Chapters

SECTION 1: Chapters

Chapters are local units established by the Corporation for the purpose of implementing the goals and objectives of UBE. There must be at least ten (10) dues paying Regular Members before groups interested in UBE can be chartered.

  1. A chapter of UBE may be organized and chartered in a city, county, or diocese located in the 111 dioceses and regional areas in 17 nations that form The Episcopal Church.
  2. UBE shall be divided into regions. The number and boundaries of the regions shall be decided by the Board of Directors.
  3. All Chapters are required to sign an Affiliation Agreement with National and submit annually when submitting the chapter assessment and chapter membership inventory. Chapters may not use the UBE name, emblem, digital and print media without having submitted an Affiliation Agreement.

SECTION 2: Members of Chapters

Membership in Chapters shall consist of persons meeting the qualifications for membership. 

SECTION 3: Chapter Programs

A. Each Chapter shall participate in the National Program or project as specified by the National Organization and must conform to all rules and regulations. Each Chapter shall submit an annual written report of the Chapter’s activities for the current year to the Regional Director no later than January 31st of the following year, a copy of which is to be forwarded to the National Office. The report should cover a period of activities from the previous calendar year as well as an accounting of funds raised, expenses, and the distribution of said funds to other institutions or agencies with similar purposes and objectives as UBE.

B. The Chapters shall meet in-person or virtually a minimum of four times a year.

  1. The election of Chapter officers shall be reported to the National Office within ten (10) days of election of same.

SECTION 4: Bylaws of a Chapter

The Chapter must submit to the National a copy of its own Bylaws that do not conflict with the National Bylaws. Such Bylaws shall include, but not be limited to, the provision for:

  1. Election of Officers
  2. Regular meetings
  3. A method of paying dues and assessments
  4. Committees

B. Local Chapters shall follow the same term of Office as the National Officers.

C. Copies of the current Chapter Bylaws shall be kept on file by the National Bylaws Committee. Periodically, the Bylaws Committee will review the Chapters’ Bylaws for compliance with National UBE Bylaws.

SECTION 5: Power and Responsibilities

A. A local Chapter shall have the power to transact its business within the purposes and objectives of UBE, including:

  1. The acceptance of new members
  2. Reporting annually the status of each member to the National Treasurer and Secretary.
  3. Sending a designated representative to each National Annual Business Meeting, who will report on that Annual Business Meeting to the Chapter.
  4. Providing an annual report of activity to the Regional Director and National that will be included in the yearly business meeting materials and posted on the National website.

B. Chapters shall notify National of intended use of the UBE digital and print media (e.g., emblem) and provide a copy of its use to National.” Chapters (and members) shall obtain written permission from the National Board of Directors to use the UBE emblem and to sell items at the National Conference. When using the UBE emblem, Chapters (and members) shall conform to the current branding standards established by National. Noncompliance may result in fines/fees as well as disciplinary action.

C. Chapters that are identified as under probation, inactive, dissolved, have had their Affiliation Agreement revoked, and/or are delinquent in payment of dues, assessments, or fees may not use the UBE name, emblem, or otherwise allege affiliation with UBE until officially reinstated by National as a Chapter in good standing.

SECTION 6: Fundraising

A. Chapters may raise funds to support their annual budget and request contributions to support their community programs.

B. Chapters seeking funding, cash, and/or in-kind from Foundations, Dioceses, Provinces, and Synods must notify the Regional Director of the nature, purpose, scope, and amount of desired funding before submitting a letter of inquiry/intent or funding application. The Regional Director shall communicate this information to the UBE Board of Directors.

C. At the beginning of a calendar year, Chapters shall develop an annual fundraising plan for submission to the National UBE for review and cataloging.

SECTION 7: Establishment of Chapters

Chapters shall be established according to the procedures outlined in the current Union of Black Episcopalians Policies and Procedure Manual.

SECTION 8: Chapter Assessments

A. Chapters shall pay the Annual Regional Assessment fees and the Annual National Assessment fees by January 31st of each year. A chapter’s status shall be delinquent if either assessment fee remains unpaid by March 1st of the year.

B. Chapters that do not comply with reporting requirements or the payment of annual assessments are subject to disciplinary action by the UBE Board of Directors, including but not limited to probation, being deemed inactive, dissolution, and revocation of the chapter’s Affiliation Agreement. A vote for revocation of the chapter Affiliation Agreement must be ratified by a simple majority of the UBE Board of Directors. (See Article XVI, Disciplinary Action).

ARTICLE VI: REGIONS

SECTION 1: Regions

UBE Chapters shall be divided into districts known as Regions. There shall be at least five (5) six (6) Regions. The Board of Directors shall determine the number and the boundaries of groups of states within each Region.

A. The Region shall:

  1. Promote membership recruitment and retention, and support the programs sponsored by UBE. Additionally, hold at least one regional meeting annually.
  2. Hold additional meetings, if necessary, of officers and committee chairs during the National Conference.

B. There shall be a Director of each Region who shall be elected by the membership of the Region at the Spring Regional Meeting. The regional Director shall meet the following qualifications:

  1. Be a member of UBE for a period of at least three (3) years and shall have attended two National Business Meetings and/or National Conferences within the last five (5) years.
  2. Served as a member of the Executive Committee of a local chapter or held an office in the Chapter.
  3. Be willing to serve on the National Board of Directors and agree to abide by the “Statement of Responsibilities and Expectations” of UBE Board Members.
  4. During the term of office, the Regional Director shall not hold an office in the local Chapter nor chair a committee of the local Chapter.
  5. Nominations shall be from the floor with the prior consent of the nominee. The Regional Director shall be elected by a majority vote of two (2) representatives from each Chapter.
  6. Regional Directors shall be elected for a term of three (3) years.
  7. Regional Directors may serve for two consecutive terms in the same office.

C. Regions may adopt standing rules for the conduct of Annual Regional Meetings, provided there is no conflict with National UBE Bylaws. D. The Regional Director shall:

  1. Serve as a member of the UBE National Board of Directors and may be appointed by the National President to chair or serve on a national committee.
  2. Sign and agree to abide by the “Statement of Responsibilities and Expectations” of Members of the Board of Directors of UBE.
  3. Preside at all regional business meetings and assist with planning social functions scheduled for the region.
  4. Be responsible for at least one annual regional meeting and serve as liaison between the UBE National Board of Directors and the Chapters.
  5. Assist in organizing chapters within the region and share information of interest to chapters and their members.
  6. Assume responsibility for supervising the chapter presidents in their respective Regions, providing direction and support to them.
  7. Serve as Chairperson of the Regional Executive Committee.
  8. Prepare a written Annual Report of regional activities and make it available to the membership.
  9. Perform such other duties as may be designated in these Bylaws or directed by the National Board of Directors.

SECTION 2: Annual Regional Meeting

Each Region shall hold an Annual Regional Meeting within its boundaries. Meeting shall be scheduled between February 15th and May 31st, except for other dates which UBE National Board shall approve of Directors at one of its regular meetings preceding an Annual Business Meeting of the UBE membership.

A. Time for business conducted at Regional Meetings shall be provided for in the meeting agenda. All issues voted upon and approved by members shall be binding upon all the chapters in the region.

B. For a business to be introduced for consideration at the National Annual Business Meeting, a motion must first be made, seconded, and approved by a majority vote of the quorum of chapter membership in attendance.

ARTICLE VII: NATIONAL OFFICERS

SECTION 1: Elected National Officers

The UBE membership shall elect the following UBE National Officers:
President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer.

The UBE Board of Directors shall elect an Assistant Treasurer and the following Legacy Fund Investment Committee Members: Chair, Vice-Chair, and Committee members.

SECTION 2: Qualifications

A. To be eligible for the office of President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer, a candidate shall have been a member in good standing* for at least five (5) years and shall have attended at least two (2) consecutive National Annual Business meetings in the five (5) years before the beginning of the term for which nominated. The Candidate also must have held a position as a UBE chapter officer, regional director, or served on the National UBE Board of Directors for at least two consecutive years before the National UBE Annual Business Meeting and election.

B. If there are no qualified Nominees for the office of Treasurer, the incumbent Treasurer, at the discretion of the national president, may continue in office until a qualified replacement is obtained or an outside person/firm is contracted to perform the duties of the office.

C. The UBE National Secretary will send a UBE Membership list to the Nominating Committee Chair, who will. Verify the candidate’s status as “Member in Good Standing”.

SECTION 3: Section 3. Terms of Office

A. National Officers shall sign and agree to abide by the “Statement of Responsibilities and Expectations” of Members of the Board of Directors of UBE before their first meeting of the Board of Directors.

B. National Officers shall assume their duties at the close of the National Annual Business Meeting at which they are elected. The newly elected President and other National Officers shall meet with the outgoing National Officers at the close of the National Conference for the purpose of initiating a smooth transitional period, following the adjournment of the National Conference and the convening of the electing Annual Business Meeting.

C. National Officers shall serve for a term of three (3) years or until their successors are elected.

D. Except for the Treasurer, who shall serve no more than three (3) consecutive terms, no officer shall serve more than two (2) successive terms in the same office.

ARTICLE VIII: DUTIES OF OFFICERS

SECTION 1: Scope of Duties

Officers shall perform the duties prescribed in these Bylaws and by the parliamentary authority adopted by UBE and such other duties as prescribed by the Union of Black Episcopalians Policies and Procedure Manual.

SECTION 2: Voting and Quorum.

A majority of the voting members of the National Board of Directors is required for a quorum.

SECTION 3: Vacancies

Vacancies of elected offices shall be filled as provided in Article XIII of these Bylaws.

SECTION 4: Officer Duties

Officers shall perform the duties provided in this section.

A. The President shall

  1. Be the Chief Executive Officer and the only official spokesperson of UBE.
  2. Appoint, subject to approval as required in these Bylaws, all committees and subcommittees except the Nominating Committee and as otherwise provided in these Bylaws; Serve on all committees as an ex officio member except the Nominating Committee.
  3. Be an authorized signatory on checks.
  4. Serve as the Chartering Officer of new Chapters.
  5. Fulfill such other duties as may be assigned by the Board of Directors or as may be moved during the Annual Business Meeting. The Executive Committee is a subcommittee of the Board of Directors.
  6. Preside over all meetings and call special meetings.
  7. Install the newly elected Officers at the Annual Business – A meeting at which they are elected. If the President is re-elected, the Immediate Past President shall conduct the formal installation.
  8. Serve as advocate for the concerns of UBE within the Episcopal Church.
  9. Provide leadership in developing proposals and projects for securing funding for National Programs for UBE.
  10. Reassign duties of Officers to meet needs and required expertise.
  11. Develop and maintain a working relationship with Black Deputies, Deputies of Color, PB’s Office of People of African Descent, Liberian Episcopalians in the USA, and other like-minded organizations and instrumentalities throughout the Anglican Communion who share the Principles of UBE state in the Polices and Procedure Manual.
  12. Raise new funds from outside sources to support National UBE programs and Anglican partnerships. Ten percent of all funds raised will be allocated to the Legacy Fund.

B. The 1st Vice President shall:

  1. Serve as Chair of the Policies and Procedures Manual and Policy Committee and Bylaws Committee.
  2. Be responsible for the formulation of Policies and Procedures in the establishment and management of Chapters.
  3. Serve as a resource to the Regional Directors in supporting chapter growth and development.
  4. Fill the unexpired term in the office of the National President if a vacancy occurs.
  5. Shall be responsible for chapter compliance and disciplinary actions necessary for chapters.
  6. Shall be convened the Nominating Committee. The 1st Vice President will explain the process, forms, and timelines during the first meeting. Once a Chair of the Nomination Committee is elected, the 1st Vice President will be excluded from the committee and will serve only as a resource person to the Committee Chair.

C. The 2nd Vice President shall:

  1. Be the Chair of the Planning Committee for the National Conference in years when the General Convention does not occur.
  2. Serve as assistant to the President to advocate for the concerns of UBE within the Episcopal Church.
  3. Be the representative to the church and ecumenical organizations as assigned by the President or Board.
  4. Be the liaison to Episcopal Colleges and seminaries.
  5. Serve in other capacities as assigned by the President or the Board.

D. The Secretary shall:

  1. Record the minutes of all meetings of the National UBE, the National Board of Directors, the National Executive Committee, and the National Annual Business Meeting of the Membership.
  2. Furnish a copy of the minutes of the National Business Meeting and of the National Board of Directors’ meetings to each member of the National Board, and to such other persons as may be directed by the President, no later than ninety (90) days after the close of the National Conference.
  3. Furnish a copy of the minutes of the Executive Committee meetings to the Board of Directors before the next Board of Directors Meeting.
    Furnish a copy of the minutes of the Executive Committee meetings to each member of that Committee within ninety (90) days after the close of the Executive Committee Meetings.
  4. Maintain an accurate record of attendance at the Executive Committee, Board, and Annual Business Meetings.
  5. Be prepared to read at the National Business Meetings and, upon request of the President, the recommendations adopted by the National Executive Committee or the National Board of Directors.
  6. Issue notices of Board Meetings and Executive Committee Meetings.
  7. Serve as custodian of the record of proceedings and seal of the corporation; affix the seal to all documents at the direction of the President.
  8. Maintain a file of past and present members of UBE. The file shall be updated annually with the assistance of the National Treasurer and other administrative support as assigned by the President.
  9. Compile a list of correspondence and read the letters so designated by the President at the National Board of Directors Meeting and at the Annual Business Meeting.
  10. Fulfill such other duties as assigned by the President, the National Board of Directors, or its Executive Committee.

E. The Treasurer shall

  1. Have demonstrated by virtue of experience and/or education, familiarity with and understanding of generally accepted accounting principles and financial statements, as well as demonstrated expertise in at least two of the following financial management areas: budgeting, finance, accounting, and fiscal reporting.
  2. Be the custodian of all funds and serve as Chairperson of the Budget/Finance Committee.
  3. Make financial reports to the National Board of Directors at the Board of Directors Meeting and to its Executive Committee when required.
  4. Submit an annual financial report at the National Annual Business Meeting, subject to audit at the close of the National Annual Business Meeting by a Certified Public Accountant.
  5. Perform duties of the Office as outlined in these Bylaws and in the Union of Black Episcopalians Policies and Procedures Manual or assigned by the National President, National Board of Directors, and its Executive Committee.
  6. Keep funds in a depository approved by the National Board of Directors.
  7. Disburse money only upon receipt of a properly signed voucher for payment of bills, budget allotments, and other authorized expenditures.
  8. Be an authorized signatory on all checks. There shall be two. (2) signatures required on all checks.
  9. Be a bonded officer of UBE.
  10. Perform other duties of the National Office as defined in these Bylaws, the Union of Black Episcopalians Polices and Procedure Manual, and as assigned by the National Board of Directors or National President.
  11. With the President, sign contracts as required.

F. The Assistant Treasurer shall

  1. Have demonstrated by virtue of experience and/or education, familiarity with and understanding of generally accepted accounting principles and financial statements.
  2. Be elected by the Board of Directors to support the Treasurer in the fulfillment of the Treasurer’s duties, and shall be trained in the performance of all those duties
  3. Performs all the duties assigned to the Treasurer as requested and needed, except for signing checks and contracts, disbursing funds, and executing banking transactions.
  4. Be eligible to fill a Treasurer vacancy and run for election as Treasurer at the next UBE Annual Business Meeting.
  5. Serve a renewable three-year term. No officer shall serve more than two (2) consecutive terms in the same office.
  6. Have a seat and a voice on the Board of Directors. In the absence of the Treasurer, the Assistant Treasurer shall have a seat, voice, and vote for that meeting.

SECTION 5: Removal from Office

Any officer failing to perform his/her duties as outlined in these Bylaws shall be notified in writing by the Executive Committee and removed from office by a two-thirds (2/3) vote of the Board of Directors. The Members shall ratify this action at its National Annual Business Meeting.

ARTICLE IX: REGISTERED AGENT

SECTION 1: Registered Agent

A. The Board of Directors shall appoint the Registered Agent for a three (3) year term or until his/her successor is appointed. The duties of the Registered Agent shall include:

B. Secure for safekeeping copies of Papers of Incorporation and other official papers of the Corporation. The President shall always maintain original copies of these papers in his/her file.

C. Report his/her activities at the Board of Directors and Annual Business Meetings.

ARTICLE X: NOMINATIONS AND ELECTIONS

SECTION 1: Nominations

A. The Nominating Committee of six (6) members shall be elected by ballot at the Annual Business Meeting. Nominations: The Nominating Committee may make nominations for the Committee, and additional nominations may be proposed by submitting a Nomination. Election shall be by ballot at the same time as the election of Officers. A plurality vote shall elect and the member receiving the largest number of votes shall serve as the chair of the Committee. No member shall serve two consecutive terms on the Committee and no two members shall be from the same chapter or Family. Persons interested in running for office may not simultaneously serve on the Nominating Committee.

A majority of votes constitute a win. Incase of a tie, additional votes will be cast until a winner is determined. Vacancies in the committee shall be filled by the Board of Directors.

B. The Nominating Committee shall:

  1. Consider the qualifications of all candidates proposed by the membership or by members of the Nominating Committee. The Nominating Committee shall follow the procedures established by the Union of Black Episcopalians’ Policies and Procedures Manual under “Nominating Guidelines and Election of Officers” or as described in the Organization’s Parliamentary Authority. The Nominating Committee may require the submission of additional information such as a resume documenting relevant experience.
  2. Submit at least one name for each office to be filled. The report shall be read on the first day of the General Business Meeting.

C. Nomination for write in Candidates.

  1. A slate of candidates for UBE National Officers will be announced 45 days prior to the ABMC of the year of the elections to the UBE Secretary. The UBE National Secretary will affirm the status of all candidates in writing.
  2. Once the slate is confirmed by the UBE board of Directors, it is published on the UBE webpage for the UBE membership. After the publication of the UBE Slate, Candidates not appearing on the slate but who wish to be considered for a UBE National Office may submit their name to the Chair of the Nominating Committee within 7 days.
  3. The Prospective Candidates must complete the “Prospective Candidate Nomination” form.
  4. Prospective Candidates submit form to the Chair of the Nominating Committee by email no later than midnight within 7 days after the publication of the UBE National Offices Candidate Slate.
  5. No name shall be placed in nomination without the written consent of the nominee and seconded by a member in good standing. Written consent shall be received by the Chair of the Nominating Committee at the time the of nomination.
  6. All candidates must be present and in person or online (if hybrid) at the time of the election.

D. The slate of Proposed Candidates will be published 30 days prior to the ABMC.

E. At least one (1) Online Meet the Candidate Session will be held for each Candidate before the ABM (Annual Business Meeting). The Nominating Committee Chair facilitates the meeting.

  1. If more than one Candidate is listed for UBE National Officer (2) two online Meet the Candidate Sessions will be held.
  2. Each Candidate will have an opportunity for equal time to discuss their views and perspectives for the Union. The Chair of the Nominating Committee will moderate the Session

SECTION 2: Elections

A majority of votes constitutes a win. In case of a tie, additional votes will be cast until a winner is determined. The Board of Directors will fill any vacancies.

Officers shall be elected by ballot. Either in Person or online. A majority vote shall be elected.

ARTICLE XI: MEETING AND NATIONAL CONFERENCE

SECTION 1: Annual Business Meeting and/or National Conference (ABMC)

The Annual Business Meeting and/or National Conference shall be under the direction and supervision of the National Board of Directors.

The Annual Business Meeting and/or National Conference shall be under the general supervision of the National Board of Directors.

A. The 2nd Vice President shall be the Chair of the Planning Committee for the National Conference in years where General Convention does not occur (Article VIII, Section 4.C.1). The Executive Committee shall appoint a current Board Member to serve as Planning Committee Chair in years where the ABMC precedes General Convention.

B. Subject to Board approval, the Executive Committee shall appoint members to the Planning Team that will then report back to the Executive Committee suggestions for conference design and implementation.

C. The Executive Committee will recommend for Board approval the National Conference site, theme, time, registration and event fees, program, agenda, staff, budget, and format (e.g., virtual, hybrid or in-person). Changes to the overall budget that exceed 15% of the initially approved budget must be approved by the Board.

D. The Executive Committee, in conjunction with the Planning Team, shall serve as overseer of all events.

E. Chapters, Churches, Colleges, and/or other individuals interested in being designated as the Liaison-Host may submit a written application to the national headquarters for review and processing by the Second Vice President as a potential site.

F. The National Board may accept and designate the group as Liaison-Host of the National Conference. All National Conference-related planning must be at the direction of the Chair of the Planning Committee or his/her designee.

G. Neither the Liaison chapter nor its members shall incur National Conference related expenses, sign contracts, hold funds raised for the national conference, or enter into National Conference related contracts without the written authorization of the National President. Members or chapters shall be held liable for any unauthorized expenditures and may be subject to further disciplinary action.

H. Liaison-Host groups and the Planning Team Chair shall follow the duties and responsibilities as outlined in the Guidelines for Planning the National Conference and Business Sessions. (See the Union of Black Episcopalians Policies and Procedures Manual)

SECTION 2: Feasibility Study

The National UBE will develop a feasibility study before selecting the site and location of its Annual Business Meeting and/or National Conference. The feasibility study shall also be used to determine whether the Annual Business Meeting and/or National Conference should be fully in- person, virtual, or hybrid. The National UBE will incorporate information from its membership survey in the Annual Business Meeting and/or National Conference feasibility study. The National UBE will refrain from developing and holding deficit based Annual Business Meetings and/or National Conferences.

SECTION 3: ABMC Timing

UBE shall hold its Annual Business Meeting and/or National Conference between June 1 and August 15 for the purpose of electing officers, receiving reports, and transacting business as may come before it. UBE shall hold only one national conference per year.

The Annual Business Meeting (ABM) shall be held in person on the year UBE National Officers are elected. On other years the ABM may be held virtually. In the event of unforeseen situations, virtual elections of UBE National Officers with membership virtually online may be held with membership present, faces shown and voting live in the same room. Voting from the phone and/or through breakout rooms

SECTION 4: Financial Management

The National Treasurer shall be responsible for the financial operation of the National Conference including, but not limited to, collecting registration fees, co-signing contracts with the President, budgeting for the National Conference, disbursing payments to providers of service preparation, preparing and submitting a financial report of the National Conference to the Board of Directors sixty (60) days after the close of the National Conference.

SECTION 5: ABMC Announcement

The official Call of the Annual Business Meeting and/or National Conference shall be issued by the National Board of Directors. The Official call shall be communicated no later than six (6) months prior to the scheduled National Conference

SECTION 6: ABMC Voting Body

The voting body shall consist of all National Officers and registered members in good standing six months prior to the election year of the ABMC.

SECTION 7: ABMC Voting

Voting shall occur by roll call, voice vote (yeas or nays), virtual polls, secret ballot, and/or general consent at the discretion of the presiding Chair, or by any other method in accordance with UBE’s Parliamentary Authority or Robert’s Rules of Order.

A. The Parliamentarian shall have one vote during business meetings.

B. No member shall vote in more than one capacity and there shall be no voting by proxy.

SECTION 8: Quorum

A Quorum for the Annual Business Meeting shall be a majority of the registered voting members in attendance plus three (3) members of the Executive Committee of the National Board.

SECTION 9: National Conference Guests

A. National Conference guests, friends, and/or relatives of UBE members who have been invited to attend the National Conference shall pay the required registration fee.

B. Annual Business Meetings shall remain closed to guests, friends, and/or relatives unless an open meeting is authorized by the National Board of Directors.

SECTION 10: Postponement or Cancellation of Conference

A. The National President, in consultation with the Executive Committee, shall determine the necessity for postponing or canceling the National Conference in wartime or for acts of God (i.e., tornadoes, earthquakes, etc.) or for other emergencies. This shall be confirmed by a two- thirds (2/3) vote of the National Board of Directors.

B. Request for postponement or cancellation of a National Conference by a Liaison-Host must be made two (2) years prior to the scheduled National Conference in writing and to the National President who shall determine the need for such request. The National Board of Directors, by a two-thirds (2/3) vote in a meeting or by mail, may honor the Chapter’s request.

C. Members under dire circumstances may cancel their registration for the National Conference

D. by writing a letter to the President explaining the need to cancel their registration. Registration fees will be refunded in full if cancellation requests are received before the registration deadline date. If cancellation requests are received after the deadline date, a partial refund of registration fees will be made at the discretion of the National Board of Directors. This refund policy shall be included on the National Conference registration form.

Regional Directors

ARTICLE XII: BOARD OF DIRECTORS

SECTION 1: Composition

A. The voting members of the Board of Directors shall be:

  1. Elected Officers
  2. Regional Directors
  3. Up to two (2) At-Large Members as elected by the Board
  4. YAYAC Coordinator


B. The non-voting members of the Board of Directors shall be

  1. YAYAC Chaplain
  2. Assistant Treasurer (except in the absence of the Treasurer)
  3. Youth Advisor
  4. Youth Representative (2)
  5. Children’s Advisor Young
  6. Adult Representative
  7. Immediate Past President (6 months)
  8. African Diaspora Community Liaisons


C. Honorary Directors

The Board may elect honorary directors, including Honorary Board Chairs, provided, however, that no Honorary Director may have the power to vote, nor shall any Honorary Director be counted in determining the presence of a quorum.

D. African Diaspora Community Liaisons

With unanimous Board approval, the UBE Board of Directors may elect one or more representatives from communities of the African Diaspora to serve as liaisons between that community and UBE in fulfillment of UBE’s mission to gather together allies of like mind who understand the necessity of eliminating racism within the church and society.

SECTION 2: Terms of Office

A. The terms of office for the Board of Directors shall be:

B. The Immediate Past President has a six-month term on the Board.

SECTION 3: Election guidelines

Election guidelines are outlined in the Union of Black Episcopalians’ Policies and Procedures Manual.

SECTION 4: Duties

The National Board of Directors shall:

A. Have full power and authority over the affairs of UBE between Annual Business Meetings, including but not limited to ensuring that UBE’s mission is being appropriately met, securing adequate resources for UBE to fulfill its mission, transacting all temporal business, protecting assets, and providing proper financial oversight by ensuring that appropriate financial controls are in place.

B. Approve standing committee procedures that directly affect areas of UBE outside the purview of the Committee.

C. Delegate to the Executive Committee such authority as it shall deem advisable.

D. Adopt an annual budget. This annual budget may be modified as necessary in response to evolving financial realities.

E. Approve the Conference site, theme, time, registration and event fees, program, agenda, staff, budget, and format (e.g., virtual, hybrid, or in-person). The board must approve changes to the overall budget that exceed 15% of the initially approved budget.
Requests for reimbursement for items not included in the approved budget will not be honored unless the submitter has received prior approval from the Board.

F. Consider and resolve all appeals from decisions of the Executive Committee of the National Board.

G. Consider and resolve the question of revocation of the Affiliation Agreement of a Chapter upon recommendation of the Regional Directors and the Executive Committee of the National Board.

H. Have the authority to adopt special rules of order or standing rules to govern its proceedings.

I. Report recommendations and actions taken to the membership.

J. Report to the Membership through a newsletter or by other means.

K. Perform such other duties as defined by these Bylaws.

L. Appoint up to two members to serve as At-Large Members of the Board of Directors.

M. Elect the Youth Advisor.

N. Ratify the election of the Youth Representatives.

O. Ratify the election of the Young Adult Representative.

P. Elect the Assistant Treasurer.

Q. Appoint Board member(s) to represent UBE on related or affiliated organizations (e.g., African Diaspora communities, The Consultation) whose interests coincide with UBE’s mission and work. The Board will determine the length and terms of each appointment.

R. Every three years, elect a Union of Black Episcopalians Legacy Fund Investment Committee to include UBE’s National President (with seat, voice, and vote), UBE’s National Treasurer (with voice and vote), and four other UBE members (excluding current Board members).

S. Approve the content of the Union of Black Episcopalians Policy and Procedures Manual.

T. Decide the number and boundaries of regions.

U. Fill vacancies by ballot vote in all elected offices, except the Office of the President. Individuals elected by the Executive Committee to vacant terms shall complete the term of the predecessor and be eligible for reelection at the subsequent annual business meeting.

  1. Have the power to employ an Administrative Director or other staff persons and determine the duties of the position.
  2. Select a certified public accountant to audit the financial records of UBE.
  3. Consider causes for revocation of Chapters or Regions and make appropriate recommendations to the Board of Directors for action.
  4. Determine items to be sold by UBE and sale prices, ensuring that all sales include the appropriate tax-exempt notice.
  5. Be authorized to transfer funds from one line item of the budget to another, and to authorize expenditures from unallocated funds, within generally accepted accounting principles and practices.
  6. Have the authority to adopt special rules of order or standing rules to govern its own proceedings.
  7. Decide the number and boundaries of regions.
  8. Approve the content of the Union of Black Episcopalians Chapter Handbook.
  9. Oversee the planning and implementation of the ABMC consistent with responsibilities outlined in Article XI, Section 1, Subsections A, B, C, and D..
  10. Perform such other duties as defined in these Bylaws.

SECTION 5: Sessions

A. Regular Meetings
The National Board of Directors shall meet monthly. The Board may meet via electronic means (i.e., Email, phone, or a virtual meeting platform).

B. Special sessions – Special sessions of the National Board may be called by the President with at least fifteen (15) days’ notice to all members of the Board of Directors.

C. Observers – members of UBE may attend sessions of the National Board of Directors as observers.

SECTION 6: Voting

A. A vote by mail and/or electronic mail may be taken when necessary. Action taken by mail and/or electronic mail shall be verified and made a part of the minutes of the next session of the National Board.

B. A majority vote of the National Board shall be required to amend and adopt a budget.

SECTION 7: YAYAC Coordinator

A. YAYAC Coordinator
The YAYAC Coordinator shall:

  1. Attend meetings of the National Board of Directors and YAYAC Committee.
  2. Raise new funds from outside sources to support National UBE programs, Anglican partnerships, and at least one youth or young adult transportation, and/or registrations, and or meals to the Annual National AMBC.
  3. Be a member in good standing with a passion for serving children, youth, and young adults.
  4. Oversee and coordinate the work of the Children’s Advisor, Youth Advisor, and Young Adult Representative.
  5. Convene meetings of the YAYAC Committee.
  6. Promote YAYAC and recruit leadership for the YAYAC Committee, as well as for YAYAC’s programs, events, and activities.
  7. Represent children, youth, and young adults on the planning team for National Conferences.
  8. Reports on the work of UBE’s children, youth, and young adults at UBE’s Annual Business Meetings.
  9. Performs other duties as assigned by the Board of Directors.
  10. Have one vote on the Board.

SECTION 8: YAYAC Chaplain

A. The YAYAC Chaplain will minister to YAYAC members as well as promote expressions of and commitment to faith within the UBE Community, to include the ministries of sacrament, presence, accompaniment, interpretation, celebration, and witness. The YAYAC Chaplain shall:

  1. Attend meetings of the National Board of Directors and YAYAC Committee.
  2. Bring a spiritual dimension to YAYAC activities and events, and ensure that the work of YAYAC is aligned with UBE’s mission, as well as biblical principles and standards.
  3. Liaise with the UBE Board and National Conference Planning Team regarding YAYAC matters.
  4. Assist in identifying youth leaders/workers for The YAYAC Committee.
  5. Acts as a mentor and coach to YAYAC leaders.
  6. Engenders enthusiasm and inspiration amongst YAYAC participants.
  7. Assists YAYAC leaders in setting achievable goals and supports them in the execution thereof.
  8. Assists/consults with clergy in preparing for UBE lead Services that include or incorporate YAYAC members.
  9. Builds rapport with UBE Chapters.
  10. Performs other duties as assigned by the Board of Directors.

SECTION 9: YAYAC Advisors

A. The Board of Directors shall include both a Children’s Advisor and a Youth Advisor. These Advisors shall:

  1. Attend meetings of the YAYAC Committee.
  2. Coordinate, plan, and implement programs for UBE’s Children and Youth, including the National Conference, and ways to cultivate community between national conferences.
  3. Assist in identifying children or youth leaders/workers for the Children’s or Youth age group.
  4. Acts as a mentor and coach to Children or Youth.
  5. Engenders enthusiasm and inspiration amongst children and/or youth participants.
  6. Assists children and youth in setting achievable goals and supports them in achieving them.
  7. Performs other duties as assigned by the Board of Directors.


B. The Board of Directors shall elect the Youth and Children Advisors. UBE youth and children will be invited to submit their recommendations for individuals to fill these roles.

SECTION 10: YAYAC Youth Representatives

A. The Youth Representatives shall:

  1. Be members in good standing.
  2. Not older than 17 years of age at the time of the election.
  3. Have attended at least one National Conference and/or Annual Business Meeting before his/her election.


B. The Youth Representatives shall be elected by a simple majority of the Youth present at the Annual Business Meeting and/or National Conference, or at an annual gathering of the YAYAC (Young Adults, Youth and Children) Committee, and then submitted to the National Board. The National Board will consider ratifying the election at its next regular meeting. The National Board reserves the right to appoint a youth representative to serve at the Board’s discretion until the next UBE Annual Business Meeting and/or National Conference when vacancies occur, or recommendations do not come forth.

SECTION 11: YAYAC Young Adult Representatives

Young Adult Representatives shall be members in good standing and between the ages of 18 and 30. The Young Adult Representative shall be elected by a simple majority of the Young Adult Members present at the Annual Business Meeting and/or National Conference, and the Board shall ratify such election at its next regular meeting. In the absence of nominees to the Board for Young Adult Representative, the National Board may appoint a Young Adult Representative to serve at the Board’s discretion until the next Annual Business Meeting and/or National Conference.

SECTION 12: African Diaspora Community Liaisons

UBE unites diverse cultures, concerns, and gifts of Black Episcopalians, including those who have joined the Episcopal Church from other nations affiliated with the Anglican Communion (e.g., Liberia, Canada, Panama, the Caribbean). With Board of Directors approval, organizations representing these Episcopalians may seek affiliation with UBE.

SECTION 13: Conflict of Interest

A. UBE members elected or appointed to a national board or committee shall sign and agree to abide by UBE’s “Statement of Responsibilities and Expectations for UBE Board of Directors and Committee Members” before attending their second meeting of the Board of Directors or UBE Committee.

ARTICLE XIII: EXECUTIVE COMMITTEE

SECTION 1: Composition

The members of the Executive Committee of the National Board of Directors shall be the President, 1st Vice-President, 2nd Vice-President, the Secretary, the Treasurer, and the Assistant Treasurer.

SECTION 2: Duties

A. The Executive Committee shall:

  1. An executive committee reports to the board of directors.
  2. The executive committee is a subset of the board, composed of board members, including the President, 1st Vice President, 2nd Vice President, Treasurer, and Secretary.
  3. Its primary role is to handle emergency decisions when the whole board is unable to convene.
  4. Conduct business that may be referred to by the Board of Directors.

 

13: Code of Ethics (See Addendum D- Section 13)

A UBE National Board member or Committee member may not:

    • Participate in any work on a contract knowing that a UBE National Board Member, Committee member, or member of that employee’s immediate family has an actual or potential financial interest in the contract, including, but not limited to, prospective employment. The term “participate” includes, but is not limited to, decision making, approval, disapproval, recommendation, giving advice, investigation, or similar action.
    • Solicit or accept anything of value from an actual or potential vendor.
    • Be employed by, or agree to work for, a vendor or potential vendor.
    • knowingly disclose confidential information for personal gain; or
    • Committee member if they are the spouse of an officer, manager, or paid consultant of a business that contracts with UBE. A former Executive Committee or Committee member:

 

A former UBE Board Member or Committee member may not represent any person or receive compensation for services rendered on behalf of any person regarding a particular matter (a specific investigation, application, request for a ruling or determination, rulemaking proceeding, contract, claim, charge or other proceeding) in which the former employee participated during the period of time in office or involvement with a committee, either through personal participation or because the case or proceeding was a matter within the employee’s official responsibility.

SECTION 3: Meetings

A. Meetings of the Executive Committee shall be held monthly at the Call of the National President or at the request of two (2) members of the Committee. At least five (5) days prior, notice shall be given to each member of the Committee, except for meetings that the National President may call during a session of the Board of Directors, at the Annual Business Meeting.

B. Meetings may be conducted by telephone conference or on virtual platforms with twenty-four (24) hours’ notice.

SECTION 4: Business

A. Business may be conducted by email, telephone, and on virtual platforms when necessary.

B. Action taken by email, telephone, or video conference shall be documented and verified by the Secretary and made part of the minutes of the next meeting of the Executive Committee. All such actions taken shall be reported and reviewed by the Board of Directors.

SECTION 5: Quorum

A majority of the Executive Committee shall constitute a quorum.

ARTICLE XIV: COMMITTEES

SECTION 1: Standing Committees

The Standing Committees of UBE shall be:

A. Budget and Finance Committee
B. Fundraising and Development Subcommittee
C. Bylaws Committee
D. Public Relations and Social Media Committee
E. Nominating Committee
F. Legacy Fund Investment Committee
G. Membership Committee
H. Program and Administration

SECTION 2: Ad-Hoc Committees

The Ad-Hoc Committees of UBE shall be:

A. Strategic Planning Committee
B. ABMC Planning Committee
C. General Convention Planning Committee
D. YAYAC Committee
E. Policies and Procedures Manual and Policy Committee
F. Disciplinary Committee

SECTION 3: Committee Appointments

A. All Committee Chairs and at least a majority of the members of each Committee and Subcommittee shall be members appointed by the President, unless otherwise provided in these Bylaws.

B. No member shall serve as Chairperson of more than one standing committee.

C. The term for committee members shall be three (3) years. Committee members may serve a maximum of two (2) successive terms.

SECTION 4: Ex-Officio Committee Members

A. The President shall be an ex officio member of all committees except the Nominating Committee, the Disciplinary Committee, and the Legacy Fund Investment Committee.

B. The Chairperson of each standing committee shall be an ex officio member of all subcommittees within the respective committee.

SECTION 5: Strategic Planning

All Committees and Task Forces shall develop a plan of work and procedures based on quarterly goals and objectives and submit that plan to the Strategic Planning Committee annually for inclusion in UBE’s Strategic Plan.

SECTION 6: Committee Descriptions

A. Budget and Finance Standing Committee

  1. Role. The Budget and Finance Committee provides financial oversight for UBE, subject to approval by the Board, including budgeting and financial planning, financial reporting, the creation and monitoring of internal controls and accountability; oversees the Fundraising and Development Subcommittee; and other duties as assigned by the Board.
  2. Composition. The Committee shall be composed of the
    Treasurer as Chair, the Assistant Treasurer, the 2nd Vice-president, and two members elected by the National Board of Directors at the first meeting of the Board.
  3. The Committee shall:

a. Have general supervision of the finances of UBE, subject to the approval by the Board of Directors.

b. Prepare an Annual Budget for presentation and approval to the Board of Directors and provide members with opportunity to offer feedback and input prior to the Annual Business Meeting.

c. Present the approved budget at the first session of the Annual Business Meeting.

d. Select a certified public accountant to audit the financial records of UBE.

e. Determine items to be sold by UBE and sale prices, ensuring that all sales include the appropriate tax-exempt notice.

f. Be authorized to transfer funds from one line item of the budget to another, and to authorize expenditures from unallocated funds, within generally accepted accounting principles and practices.

B. Fundraising and Development Subcommittee

As a subcommittee of Budget and Finance develops and implements a fundraising, grant solicitation, and planned giving strategy/program for the Union, including developing policy around fundraising for UBE and UBE Chapters; creating guidelines and an internal criteria process for the National UBE when it seeks funds through grant writing and fundraising; developing funding and grant sources; and performing other duties as assigned by the Board.

C. Program and Administration Standing Committee

Role. This Committee oversees UBE’s program and the implementation of its products and services, including facilitating new program development; recruiting volunteers to spearhead program implementation; monitoring and assessing existing programs; initiating and guiding program evaluations; facilitating discussion
about program priorities for UBE; and other duties as assigned by the Board.

D. Membership Standing Committee

Role: This committee oversees member services, including establishing member categories and benefits, as well as member recruitment and retention. It works with chapters to build membership at the chapter level through effective recruitment and retention strategies. Additionally, it develops a unified process for member enrollment and performs other duties as assigned by the Board.

E. Bylaws Standing Committee

  1. Role. The Bylaws Committee creates and maintains UBE’s bylaws, prepares and presents proposed changes to the bylaws to the Board for approval and then to the members for ratification and adoption at an Annual Business Meeting; disseminates bylaws changes to membership and chapters for implementation; and other duties as assigned by the Board.

    Composition – The committee shall be composed of a Chairperson and two members, except when the drafting of a revision is authorized, the Committee shall consist of a Chairperson and three (3) members. All members shall be from the regular membership classification.

    The Committee shall:

  2. Review all amendments submitted in accordance with Article XXI and edited for composition. Consolidate similar amendments from joint proposal.
  3. Have the right to originate amendments.
  4. Submit proposed amendments to the Bylaws as provided in ARTICLE XXI, together with the committee’s recommendation for action to the Annual meeting membership for consideration.
  5. Maintain a file of each Chapter’s Bylaws.

F. Public Relations and Social Media Standing Committee

  1. Role. The Public Relations and Social Media Committee develops a consistent and active communication strategy for the purposes of UBE program messaging, fundraising, awareness, and branding; creates an engaging platform for UBE members to engage across social media, digital and print media, newsletters, and other marketing outlets; and other duties as assigned by the Board.

    Composition. This Committee shall be composed of a Chairperson and up to six other members

    This Committee shall:

1.Explore and recommend methods for introducing the general public to the functions and services of UBE.
2.Prepare publicity statements for release, with the approval of the President, at the time of the National Conference and sessions of the Board of Directors.
3.Enlist cooperation of local members for publicity incidental to National, Regional, and Chapter events.
4.Update UBE’s website and social media platforms as deemed necessary.

G. Nominating Standing Committee

Role. The Nominating Committee recruits for the Board and succession planning. Duties include identifying, recruiting, screening, evaluating, and interviewing candidates for board positions (and/or other leadership positions as designated by the Board); communicating UBE’s mission, vision, values, and goals to prospects; developing a slate of top candidates; and other duties as assigned by the Board. (See Article X for more specifics.) Legacy Fund Investment Standing Committee

1. Role. The Board of Directors of UBE shall establish a Legacy Fund Investment Committee to ensure the long-term viability and preservation of the Union of Black Episcopalians.
2. Composition. The Board will elect every three years a UBE Legacy Fund Investment Committee to include the current UBE National President with Voice and Vote, the UBE National Treasurer with Voice no vote, and four (4) UBE members, not to include current Board members.

H. Legacy (Endowment) Fund. The UBE Legacy Fund
The Investment Committee shall establish a Legacy (i.e., Endowment) Fund for the holding of financial resources, funds, and liquid assets managed by the UBE Legacy Fund Investment Committee. There shall be no co-mingling of funds and/or accounts between the UBE Legacy Fund and the Union of Black Episcopalians.

I. Fund Management Responsibilities. The UBE Legacy Fund
The Investment Committee shall have sole power and responsibility to control, invest, and manage all Legacy Fund Investment Committee funds. Said funds shall include all future legacies and capital gifts, and such funds and property of active or inactive organizations within or affiliated with the Union of Black Episcopalians to the extent that funds and property of such organizations are transferred from the Union of Black Episcopalians to the Union of Black Episcopalians Legacy Fund Investment Committee for management.

J. Investment Responsibilities.

The UBE Legacy Fund
Investment Committee shall have full power to buy, sell, lease, mortgage and manage any of such investments and/or property, as applicable, and to invest and reinvest the proceeds and any other such funds under their control, and to pay reasonable expenses with respect to conducting these responsibilities.

1. Interest Distribution. The UBE Legacy Fund Investment Committee shall have the power and responsibility to authorize appropriations from the annual interest income of the Legacy Fund of up to a maximum of 4% as identified on the annual financial statement of the UBE Legacy Fund to assist in the performance of ministry and administrative functions of the UBE. The first interest draw may not occur until five years have elapsed since Legacy Fund formation.

2. The following actions shall require affirmation by a supermajority (2/3) of all UBE Legacy Fund Investment Committee members followed by a simple majority endorsement by the UBE Board of Directors:
a. Change in spending formula.
b. Encumbrances of Legacy Fund Investment Committee funds
c. Non-budgeted expenditures from the Legacy Fund Investment Committee.

3. The UBE Legacy Fund Investment Committee may engage the services of investment counsel and other professional counsel to assist it in its responsibilities and may pay reasonable compensation for such services.

4. The UBE Board of Directors shall adopt and approve all written policies, procedures, and/or regulations for the UBE Legacy Fund as well as for the UBE Legacy Fund Investment Committee and conduct of its duties.

K. Strategic Planning Committee

1. Role. The Strategic Planning Committee develops a short- and longterm plan of goals and objectives for the Union; analyzes UBE’s progress in achieving its goals and objectives; recommends methods to accomplish the Plan; reviews the work of the ABMC, General Convention and Membership Committees; and performs other duties as assigned by the Board.

2. Composition. The Committee shall be composed of a chairperson and five (5) members, two of whom shall have served on the previous Strategic Planning Committee, one of whom shall be either National Vice-President and one of whom shall be the National Treasurer.

3. The Committee shall:
a. Analyze UBE’s progress in achieving its objectives.
b. Develop detailed definitions of goals and major objectives of the Long-Range Plan.
c. Recommend methods to accomplish the Long-Range Plan.
d. Be accountable to the National Board of Directors and submit to the Board any proposed substantial changes in the content or administration of the Long-Range Plan.

L. ABMC Strategic Planning Committee

Role. This Committee focuses on long-range planning for UBE’s national conferences in non-general convention years, including completing a feasibility study, site selection, budget preparation, and hotel negotiations; monetizing the national conference; exploring virtual, hybrid, and in-person options; and performing other duties as assigned by the Board.

M. General Convention Planning Committee

Role. In General Convention years, this Committee plans and executes UBE’s ABMC, including budget preparation, communications with the General Convention Office, hotel and booth negotiations, national conference planning, and a gala as desirable; monetizes the national conference; plans virtual, hybrid, and in-person options; and performs other duties as assigned by the Board.

N. YAYAC Committee

Role. The YAYAC Committee addresses matters of interest and encourages participation by young adults, youth, and children in the programs of UBE; develops methods of attracting and retaining these targeted groups as members in UBE; plans and implements programming and services to meet the needs of this constituency both inside and outside UBE; and performs other duties as assigned by the Board.

  1. Composition – The YAYAC Committee shall be composed of a Coordinator, Children’s Advisor, Youth Advisor, Youth Representatives (2), Young Adult Representative and Chaplain.
    Duties. The YAYAC Committee shall:

    a. Encourage participation by young adults, youth, and children in the programs of UBE.
    b. Develop methods of attracting and retaining young adults, youth, and children as members in UBE.
    c. Plan the Children, Youth and Young Adult program for the national conference and other national UBE events, and implement other programming to sustain engagement of children, youth and young adults between national conferences.

L. UBE Policies and Procedures Manual and Policy Committee

  1. Role. The Policies and Procedures Manual and Policy Committee establishes guidelines and procedures necessary for implementation of the rules and policies of UBE, including receiving and circulating all proposed additions or revisions to the Union of Black Episcopalians Policies and Procedures Manual (aka Manual); reviewing the Manual regularly to devise and incorporate any necessary revisions; presenting proposed changes to the Board for approval; distributing Handbook to chapter leadership and membership; and other duties as assigned by the Board.
  2. Composition. The Committee shall be composed of the National First Vice- President as Chairperson, Regional Directors, and three (3) UBE members.
  3. The Committee shall:
    a. Establish guidelines and procedures necessary for implementation of the rules and policies of the organization.
    b. Receive and circulate all proposed additions or revisions to the Union of Black Episcopalians Policies and Procedures Manual amendments must be approved by the UBE Board of Directors.
  4. Distribute the Union of Black Episcopalians Policies and Procedures Manual to membership.

M. Disciplinary Committee

Role. This Committee oversees the disciplinary process for members and/or chapters allegedly in violation of UBE rules and policies including receiving formal allegations; investigating claims; interviewing interested parties; making a recommendation to the Board of any proposed action, up to and including suspension, expulsion, and revocation; conducting disciplinary hearings; and other duties as assigned by the Board.

Section 7. Special Committees

Special Committees may be created as necessary by the National Board of Directors.

ARTICLE XV: DISCIPLINARY ACTION

SECTION 1: Members

Any member violating the rules and policies of UBE or failing to keep payment of membership dues current shall be subject to disciplinary action. Disciplinary action may involve any of the following:

A. Suspension – withdrawal from all activity with the local Chapter, Regions, and the UBE for a specific period not to exceed one (1) year.

  1. Suspension shall be by a two-thirds (2/3) vote of the National Board of Directors.
  2. Prior Notice of Intent to suspend the member of a Chapter must be given to the specified Regional Director and National Board of Directors. After a review by the National Board, the Board must give notice to the Chapter to proceed with a vote to suspend. For members not affiliated with a Chapter, UBE shall give notice of intent to suspend to the member and move to a vote by the Board to suspend.
  3. Suspensions due to failure to pay dues, fees or assessments may be reversed by bringing dues up to date and paying any outstanding fees and/or assessments.XXII


B. Expulsion – total severance of a member’s relationship with UBE.

  1. Any member violating the rules and policies of the UBE may be recommended for expulsion by a two-thirds (2/3) vote of the active members of the local chapter or Board of Directors.
  2. Expulsion becomes final by a two-thirds (2/3) vote of the membership at the Annual Business Meeting.


C. Any member subject to disciplinary action is entitled to a hearing as outlined in the Union of Black Episcopalians Polices and Procedures Manual.

SECTION 2: Chapters

Any Chapter violating rules and policies of UBE (to include but not limited to failing to comply with reporting requirements, delinquency in the payment of annual assessments, and/or unauthorized use of UBE digital and print media) shall be subject to disciplinary action.

Disciplinary action may involve any of the following:

A. A Chapter may be placed on probation to allow time to correct its deficiencies. The Board of Directors will specify the actions required to return to active status.

B. After two years of non-compliance, a chapter may be moved to inactive status by the National Board. Inactive chapters may not utilize the UBE name, emblem, or otherwise allege affiliation with UBE until officially reinstated by National.

C. After three years of non-compliance, a Chapter may be recommended for dissolution by the region’s regional director. A simple majority vote of the National Board of Directors must accept the recommendation for dissolution of the Chapter.

D. If the Board votes to dissolve a chapter, within the procedures for revocation of the Affiliation Agreement, the chapter shall be permitted to meet the requirements before final action is taken to revoke the Affiliation Agreement, as outlined in the Union of Black Episcopalians Policies and Procedures Manual. Causes for revocation shall be failure to do one or more of the following:

  1. Maintain the required minimum membership.
  2. Comply with the objectives of UBE.
  3. Bring chapter Bylaws into compliance with National UBE Bylaws.
  4. Hold regular meetings.
  5. Promote programs of the National UBE.
  6. Pay Annual Assessments
  7. Submit required annual program and fundraising activity reporting.
  8. Report to the Regional Director requests for funding before solicitation.
  9. Pay the required reinstatement fee (equivalent to the sum of unpaid annual assessments for a maximum of three years).


E. To allow chapters to provide evidence that the cause for revocation no longer exists or to appear before the National Board, Notice of Intent to Revoke a Chapter Affiliation Agreement shall be sent to the Chapter by certified mail, with return receipt requested, a minimum two (2) months before the meeting of the National Board of Directors at which action on the revocation will be considered.

ARTICLE XVI: CHAPTERS AND MEMBERS GRIEVANCE PROCEDURE

SECTION 1: Process

A. Complaints and grievances filed by chapters and/or members shall be processed in accordance with the “Grievance Policy” outlined in the Union of Black Episcopalians Policies and Procedures Manual.

SECTION 2: Grievance Committee

A. The Committee shall be appointed by the National President, composed of three (3) members from the National Board of Directors,

B. Members of the Committee shall be appointed by the National President and approved by the Board of Directors.

C. The Committee shall report to the Board of Directors, providing recommendations for action, without disclosing confidential information.

D. If the disposition of the complaint does not satisfy the Chapter or member(s), the Chapter or member may appeal the case to the National Board of Directors and to the National Membership at an annual business meeting, in that order, for action. The membership action, based on the recommendation of the National Board, shall be final.

ARTICLE XVII: Office of the Corporation

SECTION 1: Office

The office of the Corporation shall be located in the City of Wilmington, New Castle County. The Corporation may have such other offices at a place to be selected by the National Board of Directors, in accordance with the incorporation laws of the State of Delaware.

SECTION 2: Registered Agent

The Corporation shall maintain a registered agent. The name and address of the registered agent and the name and address of the registered office may be changed, as necessary, by the Board of Directors.

SECTION 3: Dissolution

In accords with the fifth Article in the Corporation’s Certificate of Incorporation, “In liquidation, dissolution or receivership, either voluntary or involuntary, or by operation of law, the Board of Directors of this corporation shall have the power to dispose of the total net assets of the corporation to any charitable organization, which, in the Board’s discretion, will carry out the general purpose and objects for which this corporation was formed and organized, and provided that such organization to which such disposition of the net assets of this corporation shall be made is an organization exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 as it now exists or may hereafter be amended.”

Section 4: Code of Ethics ( see Addendum D)

Conflict of Interest: *(FORM TO SIGN)

The Union of Black Episcopalians (UBE) members may not have an interest in or in any manner be connected with a contract or bid for a purchase of goods or services; or in any manner, including by rebate or gift, accept or receive from a person to whom a contract may be awarded, directly or indirectly, anything of value or a promise, obligation, or contract for future reward or compensation. Entities who are interested in seeking business opportunities with UBE must be mindful of these restrictions.

ARTICLE XVIII: PUBLICATION

SECTION 1: National Newsletter

The official publication of UBE shall be the National Newsletter.

A. The purpose of the National newsletter shall be to:

  1. Promote the objectives of UBE.
  2. Inform the membership of the work of the officers and committees.


B. National Newsletter shall be published at least semi-annually.

  1. A copy of each issue shall be communicated to each chapter member in good standing through the chapter president, and to such other members as directed by the Board of Directors.
  2. One issue may contain the Call to the National Conference and shall be communicated at least six months before the opening of the Convention.


C. The President shall serve as editor of the newsletter and may appoint an assistant editor.

ARTICLE XIX: OFFICIAL EMBLEM AND SEAL

SECTION 1: Official Emblem

A. The official emblem of the Union of Black Episcopalians shall be a shield in the shape and composition of the DFMS shield in the colors of red, black and green, i.e., the colors of Black liberation representing the blood, the soil and the prosperity of Africa and its people. The red cross centering the shield symbolizes the blood of Christ and honors the sacrifice of Christ and all Christian martyrs while dividing the shield into four quadrants. The UBE shield includes nine (9) black trefoil crosslets situated in the upper left side of the shield forming the shape of St. Andrew’s Saltire X. These crosslets represent the nine original American dioceses, and commemorates the Diocese of Pennsylvania where
Absalom Jones, the first Black Episcopal priest, was ordained and the first Black Episcopal church, The African Episcopal Church of St. Thomas, was established in Philadelphia.

B. The official seal shall be kept in the custody of the National President and passed to his/her successors.

C. The official emblem and seal may be modified by the national Board of Directors and shall be ratified by the UBE membership at an Annual Business Meeting.

SECTION 2: Use of UBE Emblem

A. Members may not use the UBE name, emblem, digital and print media or other indicator of affiliation with UBE for funding proposals without obtaining advance written permission and providing required documentation of said funding request. Non-compliance may result in fines/fees as well as in disciplinary action.

B. Members and/or chapters who are categorized as under probation, inactive, dissolved or as being under Affiliation Agreement revocation may not use the UBE name, emblem or otherwise allege affiliation with UBE until officially reinstated by National

C. All Chapters are required to sign and annually submit an Affiliation Agreement with National when submitting the chapter assessment and chapter membership inventory. Chapters may not use the UBE name, emblem, digital and print media without having submitted an Affiliation Agreement.

ARTICLE XX: PARLIAMENTARY AUTHORITY

SECTION 1:

The UBE shall be governed by the rules contained in the current edition of Robert’s Rules of Order, Newly Revised.

A. Parliamentary Authority shall govern the proceedings of UBE in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, or any special rules of order UBE may adopt. Any special rules of order UBE may adopt shall be reduced to writing and added as a addendum of the Bylaws.

SECTION 2:

The Parliamentary Authority of UBE shall be adopted by each chapter.B. Members and/or chapters who are categorized as under probation, inactive, dissolved or as being under Affiliation Agreement revocation may not use the UBE name, emblem or otherwise allege affiliation with UBE until officially reinstated by National

ARTICLE XXI: AMENDMENT OF BYLAWS

SECTION 1:

ARTICLE I and ARTICLE II of these Bylaws may be amended only upon amendment of the articles of agreement.

SECTION 2:

The Bylaws may be amended at any UBE Annual Meeting A. By a two-thirds (2/3) vote, provided the amendment:

  1. Using the process prescribed in these Bylaws, shall be submitted by the Bylaws Committee (hereafter, in Article XXI, referred to as The Committee), the National Board of Directors, the National Executive Committee, a Standing or Special Committee, or an UBE member in good standing.*
  2. All proposed bylaws modifications shall be submitted to the
    National Bylaws Committee Chair (hereafter referred to as The Committee) by completing a National Bylaws Proposed Modification Form, (hereafter referred to as the BPMF), The final date for submission of the BPMF to be considered for the following UBE ABM shall be November 30th of the current year.


B. Shall have been submitted to the Chapters, communicated at least sixty (60) days prior to the Annual Meeting and with Bylaws Committee’s recommendation for action.

SECTION 3:

These Bylaws may be revised only upon authorization of the Membership present at the Annual Meeting to which the revisions are presented. Drafting and authorizing revisions shall be the duty of the National Bylaws Committee.

SECTION 4:

The authorized revision of the Bylaws shall follow the same rules as contained in ARTICLE XXI, Section 2.

Originally Prepared by: Faye Hughes Price, MSW Parliamentarian, Church of St. Edmund, Chicago, Illinois

Adopted: July 8, 1995, Clarion Hotel Orlando, Florida

*LAC+; The Rev. Canon Dr. Lynn A. Collins, UBE National 1st Vice President

ADDENDUM A: UBE DUES, FEES AND ASSESSMENTS

(Effective January 1, 2023)

Life Membership (pay difference between levels to reach next level)

Other Fees

Chapter Reinstatement Fee: The Chapter Reinstatement fee shall be equivalent to the sum of unpaid annual assessments for a maximum of three years.

ADDENDUM B. BOARD MEMBER RESPONSIBILITIES AND EXPECTATIONS

ADDENDUM C. CHAPTER AFFILIATION AGREEMENT

ADDENDUM D: BOARD RATIFIED POLICIES

Policy on Personal Financial Requests

(Ratified at May 5, 2021 Board Meeting)

Acknowledging that the Union of Black Episcopalians is a non-profit organization with minimal financial operational resources, personal financial requests will not be considered. However, if such a need arises, it is encouraged that such member(s) contact the UBE President within a timely manner for referral to possible outside sources.

Policy on Requests for Disaster Relief

(Ratified at May 5, 2021 Board Meeting)

Any member(s) of good standing of the Union of Black Episcopalians (UBE) may request a contribution (donation) in the name of the UBE for disaster relief to such area(s) either inside or outside the United States of America, which would be disseminated through Episcopal Relief & Development (ERD). This request would be made in writing to the UBE Regional Director of said member(s). A letter of endorsement from the Regional Director would then be forwarded to the UBE president, to be discussed and recommended by the Executive Committee, within a timely manner of scheduled business meetings, before being presented to the UBE Board for approval. It would be the responsibility of the Executive Committee to provide a specific dollar amount for the contribution with the recommendation, so allowed by the annual UBE budget.

Policy on Support of Programs Serving At-Risk Youth in General Convention Cities and Years

(Ratified on December 1, 2021 Board Meeting)

Create a line item in the 2022 and subsequent budget years for holding funds that will be distributed in General Convention year in General Convention cities to children and youthbased organizations serving at-risk BIPOC communities. This line item to be funded annually with 10% of the adjusted net profit of the preceding end of the year revenue.

Union of Black Episcopalians 3737 Seminary Road, PMB #121 Alexandria, Virginia 22304

703-461-1881

ube.org *

leadership@theube.org  

Union of Black Episcopalians Code of Ethics

(ADDEMDUM D-Article 13)

Conflict of Interest:  Section 13:  Code of Ethics (Addendum D)

Code of Ethics:

UBE National Board member or Committee member may not: 

  • participate in any work on a contract knowing that the Executive Committee, UBE National Board Member or Committee member or member of that employee’s immediate family, has an actual or potential financial interest in the contract, including, but not limited to, prospective employment. The term “participate” includes, but is not limited to, decision making, approval, disapproval, recommendation, giving advice, investigation, or similar action.
  • solicit or accept anything of value from an actual or potential vendor.
  • be employed by, or agree to work for, a vendor or potential vendor.
  • knowingly disclose confidential information for personal gain; or
  • be an Executive Committee or Committee member if he or she is the spouse of an officer, manager, or paid consultant of a business that contracts with UBE. A former Executive Committee or Committee member:

A former Executive Committee, UBE Board Member  or Committee member may not represent any person or receive compensation for services rendered on behalf of any person regarding a particular matter (a specific investigation, application, request for a ruling or determination, rulemaking proceeding, contract, claim, charge or other proceeding) in which the former employee participated during the period of time in office or involvement with a committee, either through personal involvement or because the case or proceeding was a matter within the employee’s official responsibility.

Conflict of Interest:  

The Union of Black Episcopalians (UBE) members may not have an interest in or in any manner be connected with a contract or bid for a purchase of goods or services; or in any manner, including by rebate or gift, accept or receive from a person to whom a contract may be awarded, directly or indirectly, anything of value or a promise, obligation, or contract for future reward or compensation. Entities who are interested in seeking business opportunities with UBE must be mindful of these restrictions.

I certify that I have read and understand the above statement.

Member Signature/ Date:

___________________________

Printed Name:

___________________________