BYLAWS

 OF THE

 PACIFIC UNION CONFERENCE

 OF

 SEVENTH-DAY ADVENTISTS

 AUGUST 29, 2011

(With amendments proposed for August 19, 2012 Special Session)

 

BYLAWS

                       Table of Contents

                                                                                                                                             Page

Article I          Name and Purpose                                                                                          4      

Article II        Territory and Principal Office                                                                          4       

Article III       Relationship                                                                                                    5       

Article IV       Constituency                                                                                                    5

     Section 1:    Constituents                                                                                                     5       

     Section 2:    Constituency Delegates                                                                                     5       

     Section 3:    Church Membership Requirements                                                                     6       

     Section 4:    Quorum                                                                                                           6       

     Section 5:    Proxy Voting                                                                                                    7       

     Section 6:    Voting Right of the Delegates                                                                            7       

     Section 7:    Parliamentarian                                                                                                7       

Article V        Constituency Sessions                                                                                     7       

     Section 1:    Regular Sessions                                                                                              7

     Section 2:    Special Sessions                                                                                               7

     Section 3:    Election and Term of Office                                                                               8

Article VI       Responsibility to Delegates                                                                            8       

     Section 1:    Information and Materials to Delegates                                                              8

Article VII      Committees and Agendas                                                                               9       

     Section 1:    Nominating Committee                                                                                     9

     Section 2:    Bylaws Committee                                                                                           10

Article VIII    Executive Committee                                                                                     10       

     Section 1:    Delegate Authority                                                                                          10

     Section 2:    Membership of Executive Committee                                                                10

     Section 3:    Power of Appointment                                                                                     11

     Section 4:    Regular Meetings                                                                                            12       

     Section 5:    Special Meetings                                                                                            12

     Section 6:    Quorum                                                                                                         12

Article IX  Officers                                                                                                              12       

     Section 1:    Officers' Duties                                                                                              13       

     Section 2:    President                                                                                                       13       

     Section 3:    Executive Secretary                                                                                        13

     Section 4:    Treasurer                                                                                                       13

    Section 5:    Vice President                                                                                                 14       

Article X        Directors of Departments/Services                                                              14

     Section 1:    Advisory Role                                                                                                14

Article XI       Subsidiary Ministries                                                                                   14

     Section 1:    Corporations and Agencies                                                                             14

     Section 2:    Constituency Meetings of Subsidiaries                                                             14

Article XII      Finance                                                                                                        15       

     Section 1:    Tithes and Offerings                                                                                       15

     Section 2:    Policies                                                                                                         15                   

      Section 3:   Bank Accounts                                                                              15                                                                                                                        

      Section 4:    Financial Statements                                                                                    15       

Article XIII    Budget, Audit, and Audit Review                                                               16       

     Section 1:    Budget                                                                                                         16

     Section 2:    Audit                                                                                                            16

     Section 3:    Audit Review Committee                                                                               16

Article XIV    Amendements                                                                                               16       

Article XV      Indemnification                                                                                            16       

     Section 1:    Right of Indemnity                                                                                         16

     Section 2:    Approval of Indemnity                                                                                  17       

     Section 3:    Advancement of Expenses                                                                             17       

Article XVI    Dissolution                                                                                                   17

 

BYLAWS  OF THE

PACIFIC  UNION  CONFERENCE

OF  SEVENTH-DAY  ADVENTISTS

ARTICLE  I

        NAME AND PURPOSE

 This corporation shall be known as the PACIFIC UNION CONFERENCE OF SEVENTH-DAY ADVENTISTS, hereinafter known as the Union, an entity of the General Conference of Seventh-day Adventists. The Union is a nonprofit religious corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Religious Corporation law exclusively for religious purposes. The Union is organized exclusively for religious purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future United States internal revenue law) (the “Code”). Notwithstanding any other provision of these articles, the Union shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Union, and the Union shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income taxes under Section 501(c)(3) of the Code; or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.

The purposes for which this Union is formed are:

 A.        To teach the everlasting gospel of our Lord and Savior Jesus Christ as symbolized by the

three angels of Revelation 14 and to lovingly persuade people to become His disciples and responsible members of the Seventh-day Adventist church.

 B.        To coordinate Christian ministries including but not limited to pastoral, teaching,

literature, and health ministries.

 C.        To promote the worldwide mission of the Seventh-day Adventist Church.

  1. To provide opportunity for the sharing of resources, thus encouraging the accomplishment of the Church’s mission throughout the entire territory of the Union. The term conference spelled entirely in the lower case shall refer to a local conference within the territory of the Pacific Union Conference.

ARTICLE II

TERRITORY AND PRINCIPAL OFFICE

The territory of this Union shall consist of the states of Arizona, California, Hawaii, Nevada, Utah, Johnston Island and such other territory as may hereafter come under its jurisdiction. The principal
office for the transaction of business of this Union is fixed and located at Thousand Oaks, Ventura County, state of California. The Union Executive Committee may, in an emergency, change the location of the principal office on a temporary basis.

ARTICLE  III

 

 RELATIONSHIP

The Pacific Union Conference of Seventh-day Adventists is a part of the North American Division which in turn is a part of the General Conference of Seventh-day Adventists, a world church organization.

All In general, the policies, purposes and procedures of this Union shall will be in harmony with the working policies and procedures of the North American Division and the General Conference of Seventh-day Adventists.

 

This Union shall pursue the purposes of the Church in harmony with the doctrines, programs, and initiatives adopted and approved by the General Conference of Seventh-day Adventists in Constituency Session.    

ARTICLE  IV

CONSTITUENCY

SECTION 1:  CONSTITUENTS

 

This Union shall be composed of such conferences as are or may be organized in any part of the geographic territory under its jurisdiction and formally approved for membership by vote of delegates at any duly called Union Constituency Session. The Union has no members within the meaning of the California Nonprofit Religious Corporation Law.

SECTION 2:  CONSTITUENCY DELEGATES

A.        There are two types of delegates to the Union Constituency Session, regular and delegates at large.

 

  1. Regular delegates shall be chosen by the local conferences of the Union on a proportional basis representative of the composition of the membership in respect to ethnicity and gender with every conference entitled to not less than one delegate. The count of the membership of the conferences shall be made at the end of the calendar year immediately preceding the date of the regularly scheduled session.
  2.       Delegates at large to the Union Constituency Sessions shall be:

a.         The individual members of the Executive Committee of this Union.

b.         Pacific Union Conference employees holding ministerial credentials, ministerial licenses, or commissioned minister credentials.

c.         The additional members of the nominating committee (Art. VII, Sect. 1).

d.         The members of the Bylaws Committee (Art. VII, Sect. 2).

e.         Members of the General Conference and North American Division Executive Committees who may be present at any Constituency Session of this Union. The number of such delegates representing the General Conference of Seventh-day Adventists and the North American Division shall not exceed five percent (5%) of the total number of delegates provided for herein-above in Section 2-A-(2) of these Bylaws.

3.         Each delegation shall be structured so that a majority of the regular

delegates shall be composed of laypersons as that term (layperson) is defined by the local conference constitution and bylaws.

B.        The number of delegates to Union Constituency Sessions shall not exceed 500 members including both regular delegates and delegates at large. Not less than eighty percent (80%) of the delegates shall be regular delegates and, as noted in Section A, shall be chosen proportionally.

C.        The Union Executive Committee shall implement the above Sections (A and B).

SECTION 3:  CHURCH MEMBERSHIP REQUIREMENT

All delegates appointed to represent the members of this Union at any Constituency Session shall be members in regular standing of the Seventh-day Adventist Church.

SECTION 4:  QUORUM

At least fifty percent (50%) of the delegates authorized herein-above under Article IV Section 2-A-(1) of these Bylaws must be present at the opening of any regular or special Union Constituency Session to constitute a quorum for the transaction of business. Once the Session is declared open, the delegates remaining present shall
constitute a quorum.

SECTION 5:  PROXY VOTING

All delegates must be present in person at any Constituency Session in order to be eligible to vote. There shall be no voting by proxy.

SECTION 6: VOTING RIGHT OF THE DELEGATES

Each duly appointed delegate shall be entitled to one (1) vote on each motion, and shall have voting rights only at the specific Union Constituency Session (or extension thereof) at which he or she has been specifically designated as a delegate. Voting for Officers and Ethnic Coordinators shall be by secret ballot. When requested by a majority of delegates present and voting, other votes may also be by secret ballot; otherwise, the mode of voting shall be at the discretion of the chair.

SECTION 7:  PARLIAMENTARIAN

At least two months prior to the Union Session, the Union Executive Committee shall select an individual to serve as parliamentarian. Said parliamentarian shall follow the General Conference Rules of Order for parliamentary procedure, except when said rules of order conflict with the Bylaws of the Union. Whenever those amended rules do not cover a procedure Robert’s Rules of Order shall govern.

 

ARTICLE  V

CONSTITUENCY SESSIONS

 SECTION 1:  REGULAR SESSIONS

This Union shall hold a Regular Constituency Session the calendar year following a Regular Constituency Session of the General Conference of Seventh-day Adventists, at such time and place as the Union Executive Committee shall designate. Notice of the time and place of the meeting of the delegates representing the members shall be given by a notice printed in the official publication of the Pacific Union Conference at least four (4) weeks before the date of the Union Constituency Session.

SECTION 2:  SPECIAL SESSIONS

A.        The Union Executive Committee shall call a Special Constituency Session (any constituency meeting held at a time other than that specified in Article V, Section 1) at a place it deems proper, when:

1.         It is requested by the Union Executive Committee.

2.         It is requested by the delegates at any Union Constituency Session.

3.         It is requested in writing by three (3) or more conference Executive Committees or

4.         It is requested by the North American Division or General Conference Executive Committee.

B.        Written notice of the time and place of Special Constituency Sessions shall be given in the same manner as for Regular Constituency Sessions.

C.        Actions at Special Constituency Sessions shall have the same authority as those of Regular Constituency Sessions.

D.        If it is proposed to amend the Bylaws of the Union, notice of such proposed amendments shall be given in the official call for a Special Constituency Session.

E.         A Special Constituency Session may include any agenda item that could be included on the agenda of a Regular Constituency Session except the election or removal of the officers, the Executive Committee, or the Ethnic Minority Coordinators.

SECTION 3: ELECTION AND TERM OF OFFICE

The President, Executive Secretary, Treasurer, Vice President, the Asian Pacific, African American and Hispanic Coordinators and the Union Executive Committee members shall be elected by the delegates at a Regular Union Constituency Session. They shall hold office until the next Regular Union Constituency Session, unless they resign or are removed from office by the Union Executive Committee. The appointment of Departmental Directors, Associate Departmental Directors, Associate Secretaries, Under-Treasurers, or Associate Treasurers, shall be made by the Union Executive Committee.

 ARTICLE  VI

 RESPONSIBILITY  TO  DELEGATES

 SECTION 1: INFORMATION AND MATERIALS TO DELEGATES

Delegates to the Constituency Session:

A.        Shall be provided, at least two weeks prior to the Constituency Session, a business agenda, and any other materials and information to be presented at the Session.

B.        Shall be provided the minutes of the voted actions of the Constituency Session within ninety (90) days following the close of the Session. The minutes will be submitted to the Union Executive Committee for formal approval prior to distribution.

 ARTICLE  VII

 COMMITTEES  AND  AGENDAS

SECTION 1:  NOMINATING COMMITTEE

The Nominating Committee shall consist of fifty-two (52) members including the seven (7) local conference presidents, the four (4) institutional presidents from Pacific Union College, La Sierra University, Pacific Press Publishing Association, and Adventist Health, as well as the President of the North American Division, or designee, who will serve as chair.  The remaining forty (40) members shall be chosen by the local conference executive committees and shall include:  eleven (11) pastors or other local conference employees, two (2) each from the California conferences and one (1) each from the other three (3) conferences; and twenty-nine (29) lay members, five (5) each from the California conferences and three (3) each from the other three (3) conferences.  Of those forty (40) members, each conference executive committee shall select one that is a current member of the Union Executive Committee.

A.        Nominations shall be made for the President, Executive Secretary, Treasurer, Vice President, and the Asian Pacific, African American and Hispanic Coordinators.

B.        A sub-committee of the Union Conference Executive Committee, composed of all the Executive Committee members other than the elected Union personnel, shall appoint a Chair and prepare an evaluation assessment report on the performance of the Union Conference elected personnel.  This report shall be conveyed to the first meeting of the Nominating Committee by four (4) persons, two (2) of whom shall be persons who are not denominationally employed.  The four (4) persons shall be selected by the sub-committee.

C.        The nominations shall be sent to all delegates at least two weeks prior to the Session.

D.        If the delegates do not approve one or more individuals recommended by the Nominating Committee, the delegates shall at their option (a) reconvene the Nominating Committee at the Constituency Session to place before the delegates the name or names of a new individual or individuals, or (b) direct the Union Executive Committee to complete the selection process.

E.         Union Executive Committee nominations shall be recommended by local conference Executive Committees to be presented to local conference delegates two weeks prior to the Constituency Session. Each caucus of local conference delegates shall select its representative members as designated in Article VIII, Section 2-A, from the nominees and from any additional persons the caucus deems appropriate to add to the slate of nominees. The caucus’s selection shall be subject to confirmation by the entire delegation at the Constituency Session.

SECTION 2:  BYLAWS COMMITTEE

At least one (1) year prior to each Regular Constituency Session, the Union Executive Secretary shall request the Executive Committees of the local conferences to select individuals to serve on the Union Bylaws Committee and call the first meeting of the Bylaws Committee. The members of the Bylaws Committee shall consist of the Union Executive Secretary, and two (2) members selected by each local conference Executive Committee. At least one (1) of those selected from each conference shall be an individual not employed by the local conference.

Vacancies shall be filled by the original appointing entity.

The Union Executive Secretary shall call the first meeting of the Bylaws Committee and preside while the Bylaws Committee selects a chair and a secretary.

The main purpose of the Bylaws Committee shall be to recommend any amendments or changes to the next Regular or Special Constituency Session. Prior to the Session, recommendations are to be reviewed by the Union Executive Committee with any comments or suggestions referred back to the Bylaws Committee.

 ARTICLE  VIII

 EXECUTIVE  COMMITTEE

 SECTION 1:  DELEGATE AUTHORITY

The Union Executive Committee is delegated the authority to act on behalf of the constituents between Regular Constituency Sessions, including the authority to elect, or remove for cause, officers, directors of departments/services, and board and committee members. The Union Executive Committee shall appoint such committees and shall employ such personnel as may be necessary to execute its work effectively.

SECTION 2:  MEMBERSHIP OF EXECUTIVE COMMITTEE

A.        The Union Executive Committee is the board of directors of the Union, and the members of the Executive Committee are the directors. The Union Executive Committee shall be elected at a Regular Constituency Session and shall consist of not more than forty-eight (48) members. The Union President, Executive Secretary, Treasurer, and Vice President; local conference presidents; Pacific Union College President; La Sierra University President; Pacific Press Publishing Association President; Adventist Health President; Union Asian Pacific, African American and Hispanic Coordinators, and the Union Director of Education shall be members ex officio of the Committee.

The remaining membership shall include eleven (11) pastors or other conference employees: two (2) each from the California conferences and one (1) each from the other three (3) conferences, and eighteen (18) laypersons: three (3) each from the California conferences and two (2) each from the other three (3) conferences. The lay membership of the Committee shall be representative of the composition of the lay constituency in respect to ethnicity and gender.

The officers of the North American Division and of the General Conference of Seventh-day Adventists are members ex officio of the Union Executive Committee; however, their membership shall be in addition to the number detailed above. Any such officers exercising their voting rights at any one meeting shall not make up more than ten percent of the committee membership present.

B.        Any member of the Union Executive Committee who relocates in another conference, shall by that act resign his or her position on the Committee and the Union Executive Committee shall appoint a replacement in harmony with the formula specified above in Section 2-A.

C.        All members of the Union Executive Committee shall be members in regular standing of a recognized Seventh-day Adventist church or company.

SECTION 3:  POWER OF APPOINTMENT

The Union Executive Committee is delegated the authority to:

A.        Fill for the current term any vacancies that may occur in its boards, committees, departments, and in offices which have been filled by Union election. If a new President is to be elected, the President of the North American Division or his designee shall serve as chairman of the Union Executive Committee during the election.

B.        Grant and withdraw credentials and licenses. The withdrawal of credentials or the removal of those named under Article VIII, Section 2 shall require the approval of two-thirds (2/3) of the members of the Union Executive Committee voting at a regular meeting of the Committee.

C.        Drop from membership on the Union Executive Committee any member who fails to attend three (3) consecutive regular meetings of the committee without notifying the committee chair or secretary of his or her inability to attend.

D.        Appoint additional officer(s), directors, associates and assistants of departments/services as deemed necessary to fulfill the purposes of the Union.

E.         Remove for cause any officer, departmental employee, or member of the Union Executive Committee.

F.         Adopt policies and regulations of the North American Division and the General Conference for conducting its work and fulfilling the purposes of the Union.

SECTION 4:  REGULAR MEETINGS

The Union Executive Committee may schedule regular meetings at such times and places as it may select. Written notice shall be given at least two (2) weeks prior to all regular meetings. Members of the Executive Committee may participate in a regular meeting through use of conference telephone or similar communications equipment, as long as all members participating in such meeting can hear one another and provided there is a means of verifying that participants are members of the Executive Committee.

SECTION 5:  SPECIAL MEETINGS

Special meetings of the Union Executive Committee may be called at any time or place by the Union President or, in his absence, by the Union Executive Secretary. A special meeting shall also be called by the Union Executive Secretary in response to a written request by a majority of the members of the Union Executive Committee. Actual notice of any special meeting shall be given in writing to all members of the Union Executive Committee at least seven (7) days in advance of such meeting. Members of the Executive Committee may participate in a special meeting through use of conference telephone or similar communications equipment, as long as all members participating in such meeting can hear one another and provided there is a means of verifying that participants are members of the Executive Committee.

SECTION 6:  QUORUM

A majority of the Union Executive Committee, including the chair or designee, shall constitute a quorum for the transaction of business at regular and special meetings.

ARTICLE  IX

OFFICERS

 SECTION 1:  OFFICERS’ DUTIES

The executive officers of this Union shall be a President, Executive Secretary, Treasurer, and Vice President. It is the duty of these officers, in consultation with one another, to carry out the plans, policies, and programs voted by the Constituency Session or the Union Executive Committee.

SECTION 2:  PRESIDENT

The President who shall be an ordained or commissioned credentialed minister of experience is the chief executive officer and shall act as chair of Constituency Sessions and the Union Executive Committee. The President shall work in the general interests of the Union as the Union Executive Committee may advise. In this leadership, the President shall adhere to the policies of the North American Division of the General Conference of Seventh-day Adventists and work in close counsel with the North American Division Executive Committee and officers.

SECTION 3:  EXECUTIVE SECRETARY

The Executive Secretary, associated with the President as an executive officer, shall serve under the direction of the Union Executive Committee and shall act as Vice Chair of the Union Executive Committee. The Executive Secretary shall report to the Union Executive Committee after consultation with the President. It shall be the duty of the Executive Secretary to keep the Union Constituency Session minutes which are furnished to all delegates, and the Union Executive Committee minutes which are furnished to all members of the Union Executive Committee and the North American Division officers. The Executive Secretary shall also collect data desired by the President or by the Union Executive Committee, and perform other duties as usually pertain to the office.

SECTION 4:  TREASURER

The Treasurer, associated with the President as an executive officer, shall serve under the direction of the Union Executive Committee. The Treasurer shall report to the Union Executive Committee after consultation with the President. The Treasurer shall be responsible for providing financial leadership to the organization which will include, but shall not be limited to, receiving, safeguarding and disbursing all funds in harmony with the actions of the Union Executive Committee, remitting funds to the North American Division/General Conference in harmony with the North American Division policy, and providing financial information to the President and the Union Executive Committee. The Treasurer shall also be responsible for

furnishing copies of financial statements to the North American Division officers. Bank accounts approved by the Union Executive Committee shall be managed by the Treasurer and/or such other individuals as may be authorized by the Union Executive Committee. The Treasurer shall perform other duties as pertain to this office and as may be required by the Union Executive Committee.

The Treasurer may be required to file a bond for the faithful performance of the duties as Treasurer.

SECTION 5:  VICE PRESIDENT

The Vice President, associated with the President as an executive officer, shall serve under the direction of the Union Executive Committee. The Vice President shall report to the Union Executive Committee after consultation with the President. It shall be the responsibility of the Vice President to carry out such duties as assigned by the President and/or Union Executive Committee.

 ARTICLE  X

 DIRECTORS  OF  DEPARTMENTS/SERVICES

 SECTION 1:  ADVISORY ROLE

The Directors of Departments/Services of the Pacific Union Conference shall work under the direction of the Union Executive Committee and of the President, and shall serve in an advisory relationship to the field.

 ARTICLE  XI

 SUBSIDIARY  MINISTRIES

SECTION 1:  CORPORATIONS AND AGENCIES

The Pacific Union Conference may carry on its ministry through subsidiary agencies, organizations, and institutions that may, where necessary and appropriate, function either as unincorporated or incorporated entities.

The Pacific Union Conference may form corporate bodies provided it obtains prior approval of the North American Division. Membership meetings and elections of boards of directors shall be held as provided by articles and bylaws of the corporations and in harmony with applicable laws.

SECTION 2:  CONSTITUENCY MEETINGS OF SUBSIDIARIES

The constituency meetings of the Union incorporated subsidiaries shall be held in conjunction with the Regular Constituency Sessions of the Union or as provided by

the articles of incorporation of the respective subsidiary corporation.

The election of the board of directors or Executive Committee of these incorporated entities will be in harmony with the statutory laws applicable to each such entity.

 ARTICLE  XII

 FINANCE

SECTION 1:  TITHES AND OFFERINGS

The church funds managed by this Union shall consist of such tithe, including direct tithe, as it shall be assigned by policy and as received from the local conferences within its territory, and such gifts, legacies, bequests, devises, appropriations, reverted funds, and other donations as may be made to it, and earnings.

SECTION 2:  POLICIES

The portion of the tithe which is reserved for this Union, as specified by policy, and all other funds shall be used in harmony with the financial policies of the North American Division of the General Conference of Seventh-day Adventists. In the case of donations, their use shall be in harmony with the specification of donors and in compliance with government regulations. Tithe is shared with the North American Division on fixed percentages as set by the North American Division Executive Committee, and with the General Conference on fixed percentages as set by the Annual Council of the General Conference Executive Committee.

 SECTION 3:  BANK ACCOUNTS

The funds of this Union shall be safeguarded in harmony with the financial policies of the North American Division of the General Conference of Seventh-day Adventists. Monies shall be deposited in the name of the Pacific Union Conference of Seventh-day Adventists in regular or special accounts, in such types of banks, or savings institutions, as the Union Executive Committee shall designate, and shall be withdrawn only by persons authorized by resolution of the Union Executive Committee.

SECTION 4:  FINANCIAL STATEMENTS

The Treasurer of the Pacific Union Conference shall regularly prepare annual and interim statements of income and fund balances, and shall be responsible for the filing of copies of the annual financial statements directly with the North American Division and the General Conference of Seventh-day Adventists and, to the extent required by law, with any branch of local or national government.

The members of the Union Executive Committee shall receive copies of the financial statements along with financial reports given at the time of the regularly scheduled Union Executive Committee meetings.

 ARTICLE  XIII

 BUDGET, AUDIT, AND AUDIT REVIEW

SECTION 1:  BUDGET

The Pacific Union Conference shall prepare an annual budget including salary rates which is in harmony with the policies of the North American Division of the General Conference of Seventh-day Adventists.

SECTION 2:  AUDIT

All accounting records of the Union and its subsidiaries shall be audited at least annually by the auditors of the General Conference Auditing Service or its designee, and the financial records of the Union or any of its subsidiaries, agencies, or institutions shall at all times be open to said auditors.

SECTION 3:  AUDIT REVIEW COMMITTEE

The Union Executive Committee shall appoint an Audit Review Committee to review annually the audit report prepared by the General Conference Auditing Service or its designee, and the salary and expense of all employees of this Union.

 ARTICLE  XIV

 AMENDMENTS

The Bylaws of this Union, which are essential to the unity of the church worldwide, may be amended, revised, or repealed from time to time in order to comport with the spirit of the Model Union Constitution and Bylaws as voted by the General Conference Executive Committee. Such amendments or revisions shall be approved by a two-thirds majority vote of the delegates present and voting at any duly called Constituency Sessions of the Union. The Bylaws may be amended, revised, or repealed, provided such changes are in harmony with the spirit of the Model Union Constitution and Bylaws. Notice of any proposed changes to the Bylaws of this Union shall be given specifically in conjunction with the publication of notice for the Constituency Session.

The Constituency Session or the Union Executive Committee may recommend to the General Conference through the North American Division of the General Conference of Seventh-day Adventists amendments to the Model Union Constitution and Bylaws.


ARTICLE  XV

 INDEMNIFICATION

SECTION 1:  RIGHT OF INDEMNITY

To the fullest extent permitted by law, the Union shall indemnify constituent delegates, directors, officers, employees, and other persons described in Section 9246(a) of the California Corporations Code, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding”, as that term is used in that Section, and including any action by or in the right of the Union, by reason of the fact that such person is or was a person described by that Section. Expenses, as used in this Article, shall have the same meaning as in Section 9246(a) of the California Corporations Code.

SECTION 2:  APPROVAL OF INDEMNITY

Upon request to the Union Executive Committee (“Board”) by a person seeking indemnification under Section 9246(b) or Section 9246(c) of the California Corporations Code, the Union Executive Committee shall promptly determine in accordance with Section 9246(a) of the California Corporations Code whether the applicable standard of conduct set forth in Section 9246(b) or Section 9246(c) has been met and, if it has, the Union Executive Committee shall authorize indemnification.

SECTION 3:  ADVANCEMENT OF EXPENSES

To the fullest extent permitted by law and except as may be or is otherwise determined by the Union Executive Committee in a specific instance, expenses incurred by a person seeking indemnification as specified above in these Bylaws in defending any proceeding covered by this Article shall be advanced by the Union before final disposition of the proceeding, on receipt by the Union of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Union for those expenses.

 

ARTICLE  XVI

 DISSOLUTION

In the event of the dissolution of this Union, all assets remaining after all claims have been satisfied shall be transferred to the General Conference Corporation of Seventh-day Adventists, a non profit religious corporation organized pursuant to the laws of the District of Columbia, with headquarters in Silver Spring, Maryland.