Governing Document

Principles and Purposes

As interdependent faith communities rooted in our diverse traditions, we unite for the benefit of our community by embracing the following principles and purposes:

• We respect the uniqueness of each tradition and the differences of practice and/or belief.

• We value voices that respect others, and believe that sharing our values and wisdom can lead us to act for the good of all.

• We listen and speak with respect to deepen mutual understanding and trust.

• We seek and welcome the gift of diversity and model practices that do not discriminate. 

• We believe that our religious and spiritual lives, rather than dividing us, guide us to build community and respect for one another.

• We welcome as members all faith communities who subscribe to the Preamble and to the Principles and Purposes of the Federation. 

• We unite to promote healing within our community.

• We unite to support freedom of religion and spiritual expression, and the rights of all individuals and peoples. 

• We unite in responsible cooperative action to bring the wisdom and values of our religious and spiritual expressions to bear on the economic, environmental, political and social challenges facing our community.

• We unite to use our combined resources for nonviolent, compassionate action and to manifest love and justice among all life in our community.

Membership

Section 1.  Application for membership in the Federation shall be open to any faith community in the Greater Baton Rouge Area willing to accept the statement of the Preamble and agreeing to give support to the purposes of the organization to the best of its ability.

Section 2.  A faith community shall be enrolled as a member upon (1) approval of its application by the Board of Directors of the Federation and (2) receipt by the Executive Director of the Member’s Declaration, signed by an authorized representative of the applicant, acknowledging (a) the applicant’s acceptance of both the Federation’s Preamble and the Principles and Purposes of the Federation and (b) the applicant’s commitment to support the Federation through volunteer-hours, the appointment of official representatives (“Delegates”) to the Assembly, and the payment of dues as established by the Board of Directors from time to time. 

Section 3.  Any Member who is a member as of the date of adoption of these Bylaws shall be presumed to have accepted the commitments set forth in the Members Declaration, as if such member had actually signed the Member’s Declaration.  Any Member objecting to commitments set forth in the Members Declaration shall be permitted to withdraw its membership in the Federation in accordance with the provisions of Section 5 of this Article III.

Section 4.  A faith community received as a member shall give evidence of its continued desire to remain as a member by evidencing the member’s ongoing commitment to the obligations set forth in the Member’s Declaration.

Section 5.  A faith community may terminate its membership by official action of the faith community requesting such termination, subject to notification to the Board of Directors of the Federation.

Section 6.  All the member faith communities meeting together through their official Delegates are referred to as the Assembly.

Section 7.  Members in Good Standing -- Any Member of the Federation who was a Member during the previous calendar year shall be considered a Member in Good Standing for purposes of any current-year meeting of the Assembly provided such Member has (1) paid at least 90% of its dues for the preceding calendar year and (2) provided volunteer-hours to any of the ministries of the Federation during the current calendar year.  Any faith community who becomes a Member of the Federation during the current calendar year shall be considered a Member in Good Standing for purposes of any current-year meeting of the Assembly provided such Member has (1) and paid at least 90% of its dues, prorated for the period from January 1 of the current year through the date of said Assembly Meeting, and (2) provided volunteer-hours to any of the ministries of the Federation during the current calendar year. 

Section 8.  The Board of Directors may revoke the membership of any member acting in a manner inconsistent with the member’s commitments undertaken in the Member’s Declaration, as determined in the sole discretion of the Board of Directors.

ARTICLE IV

Officers

Section 1.  The officers of the Federation shall be the following:

                President

                Vice President

                Secretary

                Treasurer

                Immediate Past President

Section 2.  Qualifications

A.                 
In General

An officer must be (1) an official Delegate of a Member of the Federation and (2) a member of the Board of Directors.

Section 3.  Duties.  The officers’ duties shall be as follows:

A.                 
The President shall be the executive officer of the Federation and shall preside at meetings of the Assembly, the Board of Directors, and the Executive Committee.  The President shall appoint, with the approval of the Executive Committee, all Standing Committees and any other committees deemed necessary by the Executive Committee, Board of Directors, or Assembly, assign duties to these committees and be an ex officio member of all committees except the Nominating Committee.  The President shall have authority to call special meetings and must call special meetings of the Assembly when requested by a resolution of the Board of Directors or by notice of one-third of the Members in Good Standing.  The President shall give leadership to the Board of Directors in setting and attaining annual goals.

B.                  
The Vice-President shall preside in the absence of the President and shall assist the President when requested to do so.  The Vice-President may serve also as Chairperson of a committee.

C.                  
The Secretary shall take the minutes of the Assembly, the Board of Directors, and the Executive Committee and keep such records and files as requested by these groups.

D.                 
The Treasurer shall receive and keep accurate account of the funds of the Federation and make payments in accordance with the budget.  The Treasurer shall present financial reports at the meetings of the Assembly, Board of Directors and Executive Committee.  The Treasurer shall serve as a member of the Finance Committee.

E.                  
The Immediate Past President shall remain involved in the work of the Federation and shall seek to promote continuity and progress in the program of the Federation.

Section 4.  Terms of Office.  Officers shall be elected by the Assembly at its Annual Meeting for terms of two (2) years beginning on January 1 of the succeeding year.  The terms of the President, Vice-President, and Immediate Past President shall be limited to one (1) term in each position.  The Secretary and Treasurer may be re-elected for no more than two (2) additional terms.

Section 5.  Election.  Officers shall be elected at the annual meeting of the Assembly.  The Nominating committee shall prepare a slate of nominees and nominations may be made from the floor.

Section 6.  Vacancies.  Interim vacancies that occur among the officers shall be filled by the Board of Directors upon recommendations from the Nominating Committee.

ARTICLE V

The Assembly

Section 1.  The Assembly shall be the general governing body of the Federation.

Section 2.  Representation of member faith communities to the Assembly shall be on the following basis:

                The spiritual leader of each member faith community, as designated by such faith community.

Two lay Delegates selected by the governing body of each local member faith community.  One of the lay Delegates shall be named as chairperson.  For faith communities with more than three hundred (300) members, two (2) additional lay Delegates shall be authorized. 

Any Member may appoint one or more Alternate lay Delegates as a lay representative, provided such Alternate Delegate will have authority to act as an Official Delegate on behalf of said Member only in the absence of one or more of the Member’s Official Delegates.

Section 3.  Meetings of the Assembly may be called by the President or Board of Directors or by notice from one-third of the Members in Good Standing to conduct such matters of business as may be designated in the call for the meeting.  The call for the meeting must be by written notice to all Delegates of each member faith community at least ten days prior to the meeting.

Section 4.  A quorum for an Assembly Meeting shall be those Delegates, present at the Assembly Meeting, of Members in Good Standing, provided that at least ten (10) percent of the Members in Good Standing are represented at the Assembly Meeting by at least one Delegate each.

Section 5.  All matters voted on by the Assembly shall be decided on the basis of the majority vote of the Delegates of the Members in Good Standing present and voting provided a quorum exists.

Section 6.  Delegates of Members who are not Members in Good Standing shall have voice, at the sole discretion of the chairperson of the Assembly, but not vote, at any meeting of the Assembly.

ARTICLE VI

The Annual Meeting of the Assembly

Section 1.  An annual meeting of the Assembly shall be held in the fourth quarter of each year, at a time and place determined by the Board of Directors.

Section 2.  The Annual Meeting shall be held for the following purposes:  to provide fellowship and inspiration, to elect officers and members of the Board of Directors, to approve the budget for the Federation for the following calendar year, and to transact other business as determined by the Board of Directors.

Section 3.  The quorum for the Annual Meeting shall be the same as for other meetings of the Assembly (Article V, Section 4).

Section 4.  Member faith communities shall be notified in writing of the time and place of the Annual Meeting at least thirty (30) days prior to the meeting.   

ARTICLE VII

Board of Directors 

Section 1.  The Board of Directors shall serve as the governing body of the Federation between meetings of the Assembly and shall report to the Assembly through reports of the President.

Section 2.  The Board shall consist of fifteen (15) Directors, who shall be elected at the Annual Meeting of the Assembly.  Each Director shall serve for a term of three (3) years, which shall begin on January 1 of the year succeeding his or her election.  The terms of the Directors shall be so staggered that five (5) Directors shall be elected each year. 

Section 3.  A Director’s term of office may be terminated, in the sole discretion of the Board of Directors, if the Director misses three consecutive meetings of the Board of Directors without an approved excuse from the President.

Section 4.  A Director may be re-elected for no more than one (1) additional term.  After a Director has served two full terms consecutively, that Director shall not be eligible for re-election until at least one year has passed between the end of that Director’s term and the beginning of the new term for which the election is held.

Section 5.  One third of the total number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. 

Section 6.  At a meeting where a quorum exists, all matters shall be decided on the basis of a majority vote of those present except when amending or revising the bylaws, at which time an affirmative vote of two-thirds of those present shall be needed.

Section 7.  Interim vacancies in the Board of Directors shall be filled by the Board.  A nomination for the vacancy shall be requested from the Nominating Committee.

Section 8.  The Board of Directors shall meet as often as necessary on call of the President.

Section 9.  Notice of the meetings of the Board of Directors shall be made in writing five (5) days prior to the meeting.

Section 10.  The Board of Directors shall submit to the annual Meeting of the Assembly a slate of five nominees for the Nominating Committee.  Nominations may also be made from the floor.  The Board of Directors shall submit its nominations in writing to the Delegates of the member faith communities no later than thirty days prior to the Annual Meeting of the Assembly.

ARTICLE VIII

Executive Committee

Section 1.  The Executive Committee shall act between Board Meetings with the full authority of the Board of Directors in all matters except those specifically excluded by the Board of Directors, the Assembly or the Bylaws and shall report its decisions to the next meeting of the Board of Directors.

Section 2.  The voting members of the Executive Committee shall consist of the Officers of the Federation.

Section 3.  The Executive Committee shall meet as often as necessary on call of the President.

Section 4.  A majority of the voting members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee.

Section 5.  Notice of meeting of the Executive Committee shall be given at least three (3) days prior to the meeting.

ARTICLE IX

Committees

Section 1.  Standing Committees

A.                 
Membership Committee.  There shall be a Membership Committee composed of no fewer than three (3) or more than nine (9) members whose function shall be to inform area faith communities of the purpose of the Federation, and to invite faith communities to become members subject to the approval of the Board of Directors.

B.                 
Nominating Committee.  There shall be a Nominating Committee of seven (7) members elected for one (1) year terms by the Board of Directors.  Their terms of office shall begin January 1 of the year succeeding their election.  The committee shall be composed of no more than two members from the same denomination.  The duty of the Nominating Committee shall be to submit to the Annual Meeting of the Assembly nominees to fill the vacancies created by the expiration of the terms of the members of the Board of Directors and the Officers of the Federation.  The Nominating Committee in selecting nominees for the officers and for the Board of Directors shall see that representation is given to various denominations and that both clergy and laity are represented.  The Nominating Committee shall make its report of nominations in writing to the Delegates of the member faith communities no later than thirty days prior to the Annual Meeting of the Assembly.  Nominations of the Board of Directors and Officers of the Federation may also be made from the floor at the Annual Meeting of the Assembly.  In filling interim vacancies among the Officers or the Board of Directors, the Board shall request nominations from the Nominating Committee. 

C.                 
Personnel Committee.  There shall be a Personnel Committee composed of no fewer than three (3) nor more than nine (9) members, one of whom shall be a member of the Board of Directors.  This committee shall supervise the development of personnel policies and shall make recommendations to the Board concerning personnel matters.

D.                 
Finance Committee.  There shall be a Finance Committee of no fewer than three (3) or no more than seven (7) members, one of whom shall be the Treasurer of the Federation.  The Committee shall prepare a budget annually which shall be submitted to the Board of Directors for preliminary approval.  The Board shall then submit the proposed budget to the Annual Assembly for final approval.  It shall advise the Board throughout the year concerning financial matters of the Federation.

E.                  
Charter and Bylaws Committee.  There shall be a Charter and Bylaws Committee composed of no fewer than two (2) members nor more than five (5) who shall advise the Board of Directors concerning needed changes in the Charter and Bylaws. 

F.                  
Program Development Committee.  There shall be a program Development Committee of no fewer than three (3) members whose duty shall be to make recommendations to the Board of Directors concerning programs and projects that could serve to further the purpose of the Federation.

G.                 
Public Relations Committee.  There shall be a Public Relations Committee of no fewer than three (3) or more than five (5) members whose function shall be to interpret to the community the purposes and projects of the Federation.  No media release shall be made without prior approval of either the chairperson of this committee or of the Executive Director.

H.                 
Fund Development Committee.  There shall be a Fund Development Committee of no fewer than three (3) members, who shall include the Treasurer, the Immediate Past President, and the chairperson of each committee that is responsible for the oversight of a Federation program, including, but not limited to, the Holy Grill and Interfaith Caregivers.  The primary function of this committee shall be to secure the funding necessary to maintain the financial stability of Federation operations and programs.  In carrying out this function, the committee shall (1) identify and solicit funds from potential funding sources (such as member congregations, businesses, community organizations, individuals, and foundations engaged in charitable giving); (2) maintain records of financial contributions and funding sources; (3) oversee and direct the billing of funding sources; (4) report to the Board of Directors any substantial progress it makes in securing new funding; and (5) perform any other acts deemed necessary by the committee for the effective execution of its primary function.  In addition, this committee shall assist the Finance Committee in the preparation of the annual budget in an effort to ensure a reliable projection of future income from funding sources. 

Section 2.  The Board of Directors through its President shall appoint other committees that it deems appropriate in furthering its purposes.  The members of these committees need not be Delegates so long as they are spiritual leaders or members in good standing of faith communities which are members of the Federation.

Section 3.  All appointed committees are responsible to the Board of Directors and shall make regular reports to it.

ARTICLE X

Staff

Section 1.  There shall be an Executive Director employed by the Board of Directors and responsible to the Board of Directors.

Section 2.  The Executive Director may employ clerical staff who will be responsible to the Executive Director.  Additional professional staff may be employed with the approval of the Board of Directors.

Section 3.  The Executive Director and any other staff employed to assist the Executive Director shall be governed by the Statement of Personnel Policies approved by the Board of Directors.

ARTICLE XI

Parliamentary Authority

Section 1.  The rules contained in Robert’s Rules of Order shall govern in all cases in which they are applicable and in which they are not inconsistent with the Bylaws.

ARTICLE XII

Amendments and Revisions

Section 1.  These Bylaws may be amended or revised at any meeting of the Board of Directors at which there is a quorum provided that written notice of the amendment or revision shall have been given to all members of the Board of Directors at least thirty (30) days prior to the meeting.  Approval of the amendment or revision shall be by an affirmative vote of two-thirds of the members of the Board of Directors present at the meeting.