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By-Laws effective May 6, 2004

The name of this organization is Madison-area Urban Ministry, Inc.

B.  PURPOSE: Madison-area Urban Ministry, Inc. (MUM) is a nonprofit organization that convenes individuals and faith communities in the greater Dane County area in order to identify, study, urge action, and work together for social justice in the broader community.

B2. Non-discrimination policy

The Board of Directors of Madison-area Urban Ministry (MUM) adopts a policy of fully complying with all applicable laws and regulations regarding discrimination, thus not engaging in unlawful discrimination in violation of any United States, Wisconsin, or Dane County law, regulation, or ordinance, or in violation of a municipal ordinance in any municipality where MUM conducts any part of its activities. 

Furthermore, opportunities for staff employment and for membership on the governing board of Madison-area Urban Ministry shall continue to be available without regard to age, race, ethnicity, religion, color, gender, sex, disability, handicap, marital status, sexual orientation, national origin, cultural differences, ancestry, physical appearance, arrest or conviction record, military record, source of income or political beliefs. 

Finally, all of MUM's programs, services and opportunities shall be available to persons without regard to age, race, ethnicity, religion, color, gender, disability, marital status, sexual orientation, national origin, cultural differences, ancestry, physical appearance, arrest or conviction record, military record, source of income or political beliefs. 

C.  BOARD OF DIRECTORS

C1.  The Board shall consist of up to fifteen members and shall include a president, vice-president, a treasurer and a secretary,is responsible for overall policy and direction of Madison-area Urban Ministry, and delegates responsibility for day-to-day operations to the Executive Director.  The Board shall appoint, set the terms of appointment and the salary of the Executive Director.

In addition to approving and monitoring MUM's programs and services, Board members should ensure effective fiscal management and sound risk management policies; raise money and engage in long-term planning; understand the relationship between board and staff; enhance the organization's public image; operate efficiently as a board, and carefully select and orient new board members. The Board may set dues schedules for memberships.

C2. Term: The term of each Board Member shall be 1,2 or 3 years from the annual meeting at which elected, and members may serve up to three consecutive terms on the Board.  After three consecutive terms an individual would be eligible again for the Board after two years.

C3.  Vacancies: The Board may fill vacancies at any regular or special meeting of the Board. Each member so appointed shall hold office for the remainder of the unexpired term.

C4.  Resignation: A Board Member may resign at any time by submitting a letter to that effect to the President of the Board.

C5.  Removal: A Board member may be terminated for excess absences from the Board if he or she has three absences from Board meetings in a year.  A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

C6.  Compensation: Board members receive no compensation other than reasonable expenses.

C7.  Board of Directors meetings:The Board shall meet at least four times a year, at a regularly recurring time and place determined by the members of the Board.  Special meetings may be called upon the request of the Chair or one-third of the members.  Any action taken by the Board shall require the presence of a majority of the Board members.

D.  THE OFFICERS

D1.  The Officers shall be President, Vice President, Secretary, and Treasurer. All Officers shall be members of the Board. The Board shall elect officers at the Board Meeting following the annual meeting.  Officers shall be elected for terms of one year, and may serve consecutive terms.

D2. The President shall convene regularly scheduled Board meetings; preside or arrange for other members of the executive committee to preside at each meeting; preside at the Annual Meeting of the Members, and Executive Committee meetings.  Have general supervision of the affairs of the corporation; and perform such other duties as are incident to the office or are properly required of the President by the Board of Directors.

D3.  The Vice-President shall chair committees on special subjects as designated by the board; chair Board meetings in the absence of the President; in case the President is for any reason unable to act, the Vice President shall perform the duties of the President; have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.  The Vice-President shall also serve as chair of the personnel committee. 

D4.  The Secretary shall keep records of Board actions and take minutes at all board meetings.

D5.  The Treasurer shall make a report at each Board meeting, chair the finance committee and assist in the preparation of the budget. 

D6.  The Executive Director shall serve as Chief Executive Officer as long as the Corporation employs him/her in that position; be responsible for the day-to-day operation of the Corporation subject to the policies and directions approved by the Board and the Members, or as required by law; attend Board and Executive meetings as a non-voting member; ensure that meeting announcements and copies of minutes and the agenda are distributed to each Board member in timely fashion; make financial information available to Board members and the public; assure that corporate records are maintained and generally assist the operations of the Corporation as the Board may determine.

E1.  The Executive Committee consists of the officers of the Board of Directors, and may include the past president or co-chair, if appropriate.  The Executive Committee is responsible for setting the agenda for Board meetings in consultation with Executive Director; helping to develop fundraising plans; carrying out any performance evaluation of the Executive Director; recommending to the Board salary changes for the Executive Director.  The Executive Committee may exercise all of the delegable powers of the Board of Directors, unless the Board of Directors prescribes specific restrictions, but it shall have no authority to fill vacancies on the Board of Directors; amend or repeal the Bylaws or adopt new Bylaws; hire or fire the Executive Director. 

E2.  Board committees: The Board of Directors may create other committees with such powers as it deems appropriate. Such committees may be standing and/or ad hoc committees, and might include personnel, membership, finance, nomination, fund-raising, and program committees.  Members of these committees may be Board members, other members of the organization, staff members, interested individuals from the community at large.  The board chair is an ex officio member of all committees.

E3.  Project Advisory Boards: The Board may appoint a project advisory board to guide the day-to-day development and operation of a project, subject to the directions of the project chairperson, and the ultimate authority of the Board of Directors.  The chairperson shall be appointed by the Board, and shall provide regular reports to the Board of Directors as to the current status and progress of the project, including any proposed changes to the project.

E4.  Advisory Council: The Board of Directors may invite community leaders to serve on an Advisory Council, whose functions shall be to advise the Directors and the Executive Director in regard to long-term directions, growth and development, and community needs.

F.  MEMBERSHIP

F1. Membership in the Madison-area Urban Ministry shall be open to individuals, faith communities, religious denominations, interfaith organizations and all who share MUM's goals, values and mission.  Individual or organizational members shall be in good standing if they have submitted a membership form or donation within one year prior to an annual meeting of members.  Each member in good standing present at a pre-announced meeting, whether an individual or an organization, shall have one vote.  There shall be no proxy voting.

F2. Annual Meeting: The annual meeting shall be held during the second quarter (April, May, June) each year, as determined by the Board.  Notice of the annual meeting shall be in writing and distributed to members approximately one month before the day of the meeting. 

F3.  Assemblies: Inclusive assemblies of members, or open dialogue meetings on community topics, organization policies, programs or new directions, shall be held as the Board directs.  Notice of the assemblies shall be in writing and distributed to members approximately one month before the day of the meeting.

G.  MISCELLANEOUS ARTICLES

G1.   The Board of Directors may authorize the Executive Director to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.

G2.   Fiscal Year and Membership Year. The fiscal year of the Corporation shall be determined by the Board. The year for purposes of the terms in office of directors and officers, and the membership year, shall end at the Board meeting following the annual meeting, or by June 30, whichever is the earlier date, each year.

G3.  Insurance: The Corporation may, upon resolution of its Board of Directors, purchase and maintain insurance on behalf of any person who is or was a Director, officer, member, employee or agent of the Corporation.

G4. Amendments:  The By-laws may be amended by a majority vote of the members present at the annual meeting provided that the proposed amendment(s) has/have been submitted to the Board of Directors, in writing, at least twenty (20) days prior to the meeting date.