Declaration Of Trust And By-Laws Amended
Urantia Foundation announces that a small number of changes have been made to the Declaration of Trust (DoT) and the By-Laws governing Urantia Foundation. For many years the Board of Trustees of Urantia Foundation felt that the Declaration of Trust Creating Urantia Foundation and the By-Laws needed amending. The DoT, operative since 1950, has never been amended. The By-Laws, which are an applied derivative of the DoT, have been amended a few times. Since 2001 the Trustees have discussed and worked on a small number of conservative amendments. The changes, listed below, provide ways for the DoT and By-Laws to adequately address the expanding needs of Urantia Foundation’s worldwide operations.
When the DoT was first created, our forefathers built the organization’s trust around standard non-profit legal documents used in the 1950’s. The only extraordinary sections of Urantia Foundation’s DoT are to be found in the beginning of the document, and they end after Article 3. In the first three articles one finds the Principal Object, Concordant Object, Duties of the Trustees, and Preservation and Control of the Text. None of these sections of the DoT were revised in any way. The founder’s original intent for the organization’s purposes and duties remain identical with those described the original document of 1950.
The Trustees did change a few outdated legal operating procedures so to meet the necessities of the 21st century. Articles from 4 to the end of the DoT deal with routine issues, such as security investments, personal property, power to loan, voting powers, operation of business enterprises, additional trustees and other minutiae. The now effected changes concern a limited number of points in those sections. The changes reflect needs and requirements which the original five Trustees could not possibly have foreseen. The authorities have now duly approved these amendments. The number of amendments in the DoT is four and the respective number of substantive By-Laws changes is seven. The amendments are the following:
• Number of Trustees. Until now the DoT has not included any explicit provision concerning the number of Trustees. Since the original Board of Trustees was five in number, subsequent Boards assumed five as the limit. The responsibilities and the workload of the five Trustees have dramatically increased since 1950 and continue to increase because of the worldwide expansion of the Foundation and the Revelation. The Board likewise sees great value in fresh ideas, an expanded circle of wisdom, international diversity, more workers, and opinions that could be provided by additional Board members. That is why the Board increased the number of Trustees.
The amended DoT provides that the minimum number of Trustees shall be five and the maximum number nine. The amended By-Laws prescribe that between 2006 and 2016 the maximum number of Trustees shall be seven and after 2016 the number may be increased up to nine.
• Appointment of Successor or New Trustees. The DoT has so far provided that a simple majority of the incumbent Trustees could appoint a successor Trustee. The Board felt that the importance of trusteeship would rather require a qualified (a super) majority.
The amended DoT prescribes a 75% majority vote when a successor Trustee is appointed. A simple majority may, within the limits described above, increase the number of Trustees. A new Trustee may then be appointed by a 75% majority vote of the Board.
• Removal of a Trustee and a Trustee’s Status during the Removal Procedure. Until the amendments were approved, the DoT required a unanimous vote of the remaining Trustees if they considered it necessary to remove one of their peers. The requirement of unanimity meant that just one Trustee was able unfairly to block the removal process. Moreover, and somewhat in deviance from the provisions of the DoT, the By-Laws prescribed a cumbersome and complex procedure, which required three separate, and each time unanimous, votes at three regular quarterly meetings of the Board. Because of the complexity of the prescribed removal proceedings and the absence of provisions governing a Trustee’s status during the removal process, there have, in recent years, been two painful and costly litigations initiated by removed Trustees. Those Trustees demanded their reinstatements as Trustees or asserted that they continue as Trustees, with all concomitant rights and duties, until the final decision after the third vote had been made.
The amended DoT requires that a 80% majority of the remaining Trustees votes in favor of the removal of a Trustee. The amended By-Laws prescribe additionally that a 80% majority of the remaining Trustees has to vote at two meetings for the removal of the Trustee and that there has to be a 60-day interval between the meetings, which can be regular or special. The amended By-Laws determine explicitly that a Trustee subject to removal proceedings shall be deemed inactive and shall not have the right to vote, attend meetings, or receive confidential or other information.
• Committees. Neither the DoT nor the By-Laws authorized the use of Board committees. These advisory committees, with no independent powers apart from those of the Board, have become a vital part of non-profit organizations. These committees provide the Board with the valuable service of submitting well thought-out memoranda, recommendations, and other propositions to the meetings of the Board. Committees, which may include Trustees, Trustees Emeriti, Associate Trustees and possibly outsiders, afford the Board access to fresh ideas, new approaches, increased work capacity, and unprejudiced opinions.
The amended DoT includes a short provision which prescribes that the By-Laws shall have a section concerning the appointment of standing and special committees. The By-Laws now contain an article on committees, which directs that all committees be formed by a 75% majority vote of the Trustees, and that the Board appoints the chairman and the members of each committee. The By-Laws describe the tasks of the Standing Committees, which are the Audit Committee, the Investment Committee, and the Governance Committee. Special committees may be formed to perform an assigned task, and once the task has been completed the committee shall be disbanded.
• Timing and Notices Concerning Regular Quarterly Meetings. The DoT has no provisions on meetings of the Board of Trustees. The By-Laws used to prescribe that regular meetings of the Board shall be held on the third Sunday of January, April, July, and October. The Board has for a long time felt that there should be more flexibility in the timing of the meetings. The By-Law provisions have until now prescribed that notices to regular meetings shall be given at least three days prior to the date of the meeting. Now, as the Trustees and Associate Trustees represent many nationalities and live in a number of even far-away countries, it has become necessary to reconsider the notice period, which was fully in place at the time when all Trustees lived in Chicago. Notices had to be delivered by hand or by mail (or even telegram!); electronic mail has now supplanted those obsolete methods of delivery.
The amended By-Laws stipulate that quarterly meetings shall be held once each quarter. A notice period of ten days is provided if it concerns a regular quarterly meeting, and fourteen days in case of a special meeting. The new provisions enable also notices by e-mail.
• Quorum. The DoT did not include any provisions concerning the quorum at meetings. The By-Laws provisions, simply determining that a majority of Trustees shall constitute a quorum at any meeting, were somewhat ambiguous and subject to interpretation. Because some provisions in the DoT and the By-Laws presume a qualified affirmative majority, there was a need to clarify the provision.
The current wording of the By-Laws provides that whenever the affirmative vote of a specific number of Trustees is required, such action may not be taken by the affirmative vote of a lesser number of Trustees, even if a quorum is present. Any provision which expressly requires a simple majority vote shall be treated as a requirement for a specific number of affirmative votes. Withdrawal from a meeting of one or more Trustees necessary to form a quorum shall cause a failure of the quorum.
• Future Amendments. There was no provision in the DoT discussing amendments to the DoT, yet the DoT prescribed that the By-Laws shall have a provision concerning their amendment. The By-Laws then prescribed a unanimous vote on any By-Laws amendment. The Board viewed this provision of unanimity excessively strict.
The currently valid provision determines that the By-Laws may be amended by a 75% majority vote.
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