UNITED NATIONS ASSOCIATION OF SAN FRANCISCO; CHAPTER OF THE UNITED NATIONS ASSOCIATION OF THE UNITED STATES OF AMERICA, INC BYLAWS
a California Non-Profit Public Benefit Corporation and a Chapter of United Nations Association of the United States of America, LLC.
Article I – Name and Affiliation p. 2
Article II – Purpose and Function p. 2
Article III – Membership p. 3
Article IV – Board of Directors p. 4
Article V – Powers and Duties of Directors p. 6
Article VI – Meetings p. 6
Article VII – Officers p. 7
Article VIII – Executive Committee p. 8
Article IX – Committees p. 9
Article X – Chapter Finance p. 11
Article XI – Legal Requirements p.11
Article XII – Ratification and Amendments p.12
Article XIII- Conflict of Interest Policy p.12
Article XIV- Parliamentary Authority p.13
ANNEX 1 – UNA SF / UNA- USA Affiliation Agreement p.14
Article I – Name and Affiliation
The name of this organization shall be UNITED NATIONS ASSOCIATION OF SAN FRANCISCO; CHAPTER OF THE UNITED NATIONS ASSOCIATION OF THE UNITED STATES OF AMERICA, INC (“UNA-SF) From here on referred to as “The Chapter”. The Chapter is a chapter of UNA-USA, LLC (“UNA-USA”), and is subject to the terms of the Affiliation Agreement between the Chapter and UNA- USA. ( Annex 1)
Article II – Purpose and Function
Since World War II, through champions like Eleanor Roosevelt, Elliot Richardson, and Cyrus Vance, UNA-USA and its chapters and divisions have built American support for the United Nations. In 1999, funded with Ted Turner’s historic $1 billion gift, the United Nations Foundation, Inc. (“UNF”) and Better World Fund (“BWF”), its sister organization, began a world-class communication, education and advocacy movement focused on supporting the United Nations and its causes. Through its chapters, divisions and programs, UNA-USA educates the American public about the invaluable work of the United Nations, raises funds and carries out local activities related to the United Nations, and recruits, engages, and retains members around the country.
The Chapter shall carry on educational and informational activities to ensure that the United States of America has the ability to cooperate to the fullest extent practicable with the United Nations.
a. General Purpose
The United Nations Association of the United States of America is dedicated to educating, inspiring, and mobilizing people to support the principles and vital work of the United Nations, strengthening the United Nations system, promoting constructive United States leadership in that system, and achieving the goals of the United Nations.
b. Specific Function
The Chapter will:
1. Support UNA-USA and the United Nations in promoting world peace through advocacy and education while keeping alive the unique role and memory of the City of San Francisco in the founding of the United Nations.
2. Cooperate with other UNA-USA chapters, especially in the UNA-USA’s Mid Pacific Region
3. Support UNA-USA/UNF/BWF and their national initiatives
4. As possible, be aware of and coordinate with WFUNA initiatives
5. Support the objectives of the UN Charter and the wider role of the UN as it has developed since 1945.
Article III – Membership
Membership is available to any United States resident. The term “Membership” refers to those individuals who are dues paying members of UNA-USA. The categories, levels and terms and conditions of UNA-USA membership shall be established by UNA-USA and are set forth in the UNA-USA Chapter Handbook. The Chapter must maintain a minimum of 25 members in good standing (not including student members), and shall consistently work to increase its membership base. Memberships are nontransferable.
The Chapter shall have a Board of Directors (Directors) who shall be Members as that term is defined in Section 5056 of the California Corporations Code or any successor statute. Board Members shall have all of the rights of members as provided in the California Corporations Code and these bylaws.
3.2 Distinguished from Non- Member Participants/Volunteers.
In addition to Members, The Chapter shall have other categories of Participants, who shall be referred to as “Volunteers” and “Participants.” Neither Volunteers nor Participants shall be “Members” of the Corporation as defined in Section 5056 of the California Corporations Code or any successor statute, nor shall they have any of the rights of members provided by the California Corporations Code. Volunteers and Participants shall have only those rights expressly granted by resolution of the Board of The Chapter. Rights of Volunteers and Supporting Members, whether set forth in these bylaws or in a resolution of the Board, are subject to change or elimination by the Board at any time. The qualifications, rights and duties of Volunteers and Supporting Members will be set by the resolution of the Board of Directors.
Article IV – Board of Directors
4.1 – Numbers
a. The business of the Chapter shall be conducted and directed by the Board of Directors consisting of at least 5 (five) but no more then 17 (seventeen), including officers, Chapter members in good standing meeting the qualifications provided in Section 2 of this Article. The number of directors shall be set from time to time by a majority vote of the entire board, unless otherwise increased or decreased as provided below. The number of directors may be increased or decreased at any time and from time to time by a majority vote of the entire board, except that in no case may any decrease in number of directors shorten the term of any incumbent director. b. At least two directors shall be young professionals (between the ages of 21 and 40).
4.2 – Qualifications
Director qualifications shall be set by the Board of Directors in accordance with the following guidelines:
1. Directors shall be residents of the United States,
2. Directors shall be at least 18 years old.
3. Directors shall demonstrate strong commitment to UNA-SF and UNA -USA.
4. Directors shall demonstrate willingness to represent and promote UNA-SF and UNA-USA.
Directors shall be elected from the Membership of the Chapter and must continue to be a member in good standing during their term of office. Directors shall not miss more than one-third of the regular board meetings per year. The number of meetings per year will be determined by the Board at the Annual Meeting.
4.3 – Compensation
The directors shall receive no compensation as salary from the Chapter but may receive expenses for special activities on behalf of the Chapter and such special expenses shall be upon vote by the directors. Special activities shall not include any regular duties performed by the Board of Directors in ensuring continued operation of the Chapter.
4.4 – Term of Office
The directors shall be elected for a 2 (two) year term and each shall hold such office until their successors are elected and qualified. Directors may serve no more than three consecutive terms; after a third term is complete, directors must step down from the Board for at least one year before being eligible for another three terms.
4.5 – Election
The directors shall be nominated by the Nominating Committee and elected as follows:
Board of the Directors will be elected by the Chapter Membership at each Annual Meeting and shall take office in one month following the election.
Past presidents of The Chapter shall be invited to serve as ex-officio members to fill a vacancy on the Board of Directors. All ex-officio members serving on the Board are to be in compliance with rules and responsibilities of the Board member set forth in Article IV of the Chapter Bylaws. All serving ex- officio members shall have full voting powers.
4.6 – Vacancies
a. A vacancy on the Board shall exist on the occurrence of the following:
1. The death, resignation, or removal of any director;
2. The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Sections 5230-5239 of the Law dealing with standards of conduct for a director, or
3. An increase in the authorized number of directors; or
4. Failure of the directors, at any annual or other meeting of directors at which any director or directors are to be elected, to elect the full authorized number of directors.
Except as provided in this paragraph, any director may resign effective upon giving written
notice to the Chapter President unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective. Unless the California Attorney General is first notified, no director may resign when the corporation would then be left without a duly elected director in charge of its affairs. Vacancies on the Board may be filled by vote of a majority of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
b. Board of Directors resignation procedure:
1. A director shall provide the Chapter President with a signed letter of resignation.
2. The Chapter President shall provide a director with a signed letter of acknowledgement of the resignation.
3. In an event of a resignation coming into effect on the day of the Board Meeting, the resigning director shall have a choice in specifying if the resignation should be effective before OR after the meeting.
4.7 – Regular Meetings
The regular meetings of the Board of Directors shall be held on the day set by the Board at an annual meeting.
4.8 – Special Meetings
The president or, when deemed necessary, three members of the board shall call a special meeting of the Board of Directors and each call for a special meeting shall be in writing, giving ten days notice to the members of the Board and stating the purpose of the meeting.
4.9- Emergency meetings
The president or, when deemed necessary, three members of the board shall call a special meeting of the Board of Directors and each call for a special meeting shall be in writing, giving 48 hours notice to the members of the Board and stating the purpose of the meeting
4.10 – Quorum and Voting
A simple majority of all serving members of the Board of Directors shall constitute a quorum at any meeting of the board of directors. Each director shall be entitled to one (1) vote and the vote of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the board of directors. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present. There shall be no voting by proxy.
Article V – Powers and Duties of Directors
a. The Directors shall have the power to conduct and direct the business of the Chapter except with respect to the approval of any self dealing transaction on the part of a member of the Board, as such transactions are defined in Section 5233(a) of the California Corporations Code.
b. The Directors shall maintain a complete record of all business transactions, minutes and acts, and present a full statement at the regular annual meeting of the members, showing in detail the condition of the affairs of the Chapter.
c. The Directors shall have the authority to create Committees and fill the office and the position of executive secretary and executive director.
d. The Directors shall not obligate the corporation beyond the limits of items in the approved budget without specific authority from the Board of Directors.
e. The Directors may authorize the employment of staff as may be necessary.
f. The Directors shall ensure that at all times the Chapter is in compliance with Federal, State and Local laws as well as with the UNA -USA Affiliation Agreement.
Article VI – Meetings
6.1 – Annual Meeting
An annual meeting of members shall be held in February at a place, date and time to be determined by the Board of Directors of the Chapter.
6.2 – Board of Directors Meeting
The Chapter shall host at least six board meetings annually.
6.3 – Special Meetings
Special meetings of members may be called at any time by the vote of the majority of the directors or upon petition to the secretary by one-fifth of the members. At special meetings of the members, only such business as stated in the call for such meeting shall be transacted. The secretary shall give members ten days notice stating the time, place, and business to be transacted at the special meeting.
6.4 – Notice of Meetings
The secretary shall give members at least 7 (seven) days notice stating time, place and business to be transacted at a given meeting. If the office of the secretary is vacant, any director or person designated by the president may provide members with such notice of the meeting.
6.5 – Quorum
At any meeting of the members, majority of the membership shall constitute a quorum for all purposes including the election of directors. There shall be no voting by proxy.
Article VII – Officers
a. There shall be at least 3 (three) officers of the Chapter: the president, a secretary, a treasurer, and other officers as may be deemed necessary or desirable by the Board of Directors.
b. The officers shall be nominated by the Nominating Committee and/or Membership and elected by the Chapter Board of Directors at each Annual Meeting, and shall take office in one month following the election.
c. The officers shall be elected for a two year term and each shall hold such office until their successors are elected. The officers shall be members of the Board of Directors and no officer shall serve on the board in the same position for more than three consecutive elected terms.
d. The officers shall receive no compensation as salary from the Chapter but may receive expenses for special activities on behalf of the Chapter and such special expenses shall be upon vote by the Directors.
7.1 – Powers and duties of officers
a. The President
1. The president facilitates the work of the Chapter, is a representative to the UNA-USA Council of Chapters and Regions (CCR), and is strongly encouraged to attend all meetings of the CCR.
2. The president presides at all Chapter meetings; appoints all Chapter committee chairs with the consent and approval of the Board; serves as an ex-officio member of all committees except the Nominating Committee.;
3. Presents the report covering the activities of the Chapter in the previous year at the Chapter’s annual meeting; enforces Chapter guidelines; and ensures that all books and records are properly kept and that all meetings are appropriately called.
4. He/she should delegate authority, develop new leadership, and represent the Chapter in the community at large. The President, in the absence or disability of the Treasurer, may sign or endorse checks, drafts and notes.
b. The Secretary
1. The secretary serves all notices required by the Chapter handbook.
2. He/she records accurate minutes of all meetings of the Chapter, which should include election results and assignments to specific duties; works with the president to prepare the Chapter’s annual report; signs, with the President, when required, all contracts and other instruments executed on behalf of the Chapter.
3. The secretary ensures that the records of the organization are maintained as required by law and made available when required by authorized persons. These records may include founding documents, (eg. letters patent, articles of incorporation), lists of directors, board and committee meeting minutes, financial reports, and other official records.
4. The Secretary ensures that official records are maintained of members of the organization and Board. He/She ensures that these records are available when required for reports, elections, referenda, other votes, etc. The Secretary also ensures that an up-to-date copy of the bylaws is available at all meetings.
c. The Treasurer
1. The treasurer is responsible for maintaining all financial records for the Chapter, including providing oversight for all banking, events, and fundraising activities.
2. The treasurer must ensure financial compliance with all applicable laws and provide information to the president and the UNA-USA national office membership team on all financial matters of the Chapter. He/she works with the president to prepare the financial section of the Chapter’s annual report.
3. During Chapter board meetings, the treasurer should report actual financials versus the budget and ensure that all board members understand the report. The treasurer should keep regular contact with the national office to ensure compliance with internal and Federal compliance standards. It is the treasurer’s responsibility to know what forms must be filed with the appropriate State and Federal entities and what information is required by the national office in order to avoid fines, the revocation of the Chapter’s 501 (c)(3) status and/or, as appropriate, its registration as a charitable organization for fundraising purposes.
4. The. Treasurer shall keep full and accurate accounts of receipts and disbursements. The Treasurer shall receive and deposit all funds of the Chapter in the bank or banks designated by the Board of Directors. Statements of the Treasurer shall be presented to the Board at regular meetings and an annual report of the Treasurer shall be presented at the annual meeting.
Article VIII – Executive Committee
1. The Executive Committee shall be comprised of the Chapter’s officers. The president shall serve as the chairperson of the Executive Committee. Vacancies in the Executive Committee shall be filled by the Board of Directors.
2. During the intervals between meetings of the Board of Directors, the Executive Committee shall transact all routine business and shall exercise all the powers and functions of the Board of Directors in the management and direction of the affairs of the Chapter in all cases in which specific direction shall not have been given by the Board of Directors.
3. The Executive Committee shall report all actions it takes to the Board of Directors at the Board of Director’s meeting next succeeding such action. Regular minutes of the proceedings of the Executive Committee shall be kept. A majority of the members of the Executive Committee in office at the time shall be necessary to constitute a quorum and in every case an affirmative vote of a majority of the members of the committee present at a meeting shall be necessary for the taking of any action.
4. In addition to the officers, the Executive Committee positions may include:
A. President-Elect: The president-elect is an optional board position. If a chapter chooses to elect an individual, this person serves as a future president in training. He/she observes all workings of the Chapter, assists in special projects such as strategic planning, preparing the annual reports, and research. It is very important that a chapter has a strong succession plan to ensure its stability during leadership changes.
B. Vice President(s): The vice-president is an optional board position. If a chapter chooses to elect an individual, this person helps the president facilitate the work of the Chapter. If the Chapter has one vice president, he/she shall perform the duties of the president in the president’s absence or following his/her resignation. If the Chapter has multiple vice presidents, each may be assigned different duties (e.g., advocacy, membership, education, etc.).
C. Membership Chair: The membership chair is responsible for managing the Chapter’s membership records and developing a membership growth strategy. Specific responsibilities include: contacting lapsed members, prospective members, and welcoming new members. Each chapter should develop a membership committee to assist the chair in membership development.
D. Advocacy Chair: The Advocacy Chair serves as a liaison between the Chapter and both the Advocacy Committee of the Council of Chapters and Regions Steering Committee and the UNA-USA national office. The advocacy chair is responsible for promoting participation in the e-action alert system and advocacy events, such as Day on Capitol Hill and National Advocacy Week. The chair should maintain and develop personal relationships with local congressional representatives and/or their relevant staff members (through letters, telephone calls, and personal visits) and keep up to date on their positions on UN-related issues.
Article IX – Committees
9.1 – General Governing Rules
A. The Chapter shall organize committees to manage its programs and activities to further the mission of UNA-USA. The president, with the approval of the Board of Directors, shall appoint committee chairpersons, who shall be members of the Board of Directors. Except as may be otherwise specifically provided by the direction of Board of Directors, committee chairpersons shall appoint their committee members. The president shall serve as ex-officio member of each committee except the Nominating Committee. Members of a committee shall serve until the Chapter’s next annual meeting or until their successors are appointed.
B. Rules governing procedures for meetings of any committee of the Board shall be as established by the Board of Directors, or in the absence thereof, by the committee itself with the concurrence of the Board. If no rules are established, then the rules that govern the directors shall govern each committee. All committees shall take only such action(s) as is specifically designated in the bylaws or in the resolution chartering the committee and the committee chairpersons shall report to the Board of Directors on a regular basis as required by the Board of Directors.
C. Except as may be otherwise specifically provided for by these bylaws, no committee shall have the authority of the Board of Directors to amend, alter or repeal these bylaws; to elect, appoint or remove any officer, director or committee member of the Chapter; to amend the articles of incorporation of the Chapter; to restate the Chapter’s articles of incorporation; to adopt a plan of merger or adopt a plan of consolidation with another chapter; to authorize the sale, lease, exchange or mortgage of all or substantially all of the Chapter’s property and assets; to authorize the voluntary dissolution of the Chapter; to adopt a plan for the distribution of the assets of the Chapter; to amend, alter or repeal any resolution of the Board of Directors; to fix compensation for the Chapter’s Board of Directors or committees; or other acts prohibited by law.
D. Meetings of the committees may be called by the respective chairpersons thereof or by any two (2) members of the committee. At all meetings of any committee, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members of the committee present at any meeting thereof at which there is a quorum, shall be the act of the committee, except as may be otherwise specifically provided for by these bylaws.
E. The president, with the approval of the Board of Directors, shall appoint between three (3) and five (5) board members to the Nominating Committee. The nominating committee shall identify and nominate potential members to the Board of Directors.
F. The president shall have the power to call for the establishment of ad-hoc committees as deemed necessary.
9.2- Committee Functions
1. Membership: To establish a membership growth strategy to recruit new members and engage and retain current members. To build awareness that it is the responsibility of each UNA-USA chapter board member to recruit and engage new members.
2. Finance and Budget: To raise and manage Chapter funds.
3. Program: To organize programs, projects and events to promote the mission of UNA-USA. To coordinate with other committees, especially the membership committee to ensure that all Chapter programming has a membership building element.
4. Young Professionals: To engage UNA-USA members, typically between 21 and 40 years old, and to develop effective membership recruitment and retention strategies for this key age demographic.
5. Advocacy: To inform elected representatives, the general public and Chapter members about U.S. Government activities related to the UN system. To promote participation in the e-action alert system and advocacy events, such as Day on Capitol Hill and National Advocacy Week.
6. Communications: To utilize social media, such as Facebook and Twitter, and work with television, radio stations, and newspapers to publicize activities of UNA-USA and to ensure balanced and accurate coverage of the UN and global affairs. To maintain the Chapter website and to publish a regular electronic or print communication for distribution to Chapter members. To encourage that Chapter members become regular readers of UNA-USA publications, such as The InterDependent and the World Bulletin.
Article X – Chapter Finance
10.1 – Fiscal Year: The fiscal year shall commence on January 1 and end on December 31.
10. 2 – Budget: A proposed budget shall be submitted to the Board of Directors for adoption at the Chapter’s annual meeting. The budget should include an accurate projection of costs and revenue for the year, and include line items for each Chapter activity. The Chapter financial report shall be submitted to the national office as part of the Chapter’s annual report.
10.3 – Membership Dues: Annual membership dues and distribution of such dues shall be established by the UNA-USA national office headquarters.
Article XI – Legal Requirements
In addition to all requirements set forth in the Affiliation Agreement and the Handbook (including the following sections of the Handbook: Operating as a 501(c)(3) Organization, Fundraising Guidelines, and Direct Guidance from the IRS), the Chapter shall comply with the following:
1. The Chapter shall never be operated for the primary purpose of carrying on a trade or business for profit;
2. The Chapter shall not, directly or indirectly, participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office;
3. No solicitation of contributions to the Chapter shall be made, and no gift, bequest or devise to the Chapter shall be accepted, upon any condition or limitation that would pose a substantial risk of causing the Chapter to lose its federal income tax exemption; (iv) pursuant to the prohibition contained in section 501(c)(3) of the Internal Revenue Code of 1986 (the“Code”), no part of the net earnings, current or accumulated, of the Chapter shall ever inure to the benefit of any private shareholder or individual; and
4. Upon the termination, dissolution or winding up of the Chapter in any manner or for any reason, voluntary or involuntary, its assets, if any, remaining after the payment or provision for payment of all liabilities of the Chapter shall be distributed to, and only to, one or more organizations described in section 501(c)(3) of the Code.
Article XII – Conflict of Interest.
The purpose of the conflict of interest policy is to protect the Chapter’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable California and federal laws governing conflict of interest applicable to nonprofit and charitable corporations and is not intended as an exclusive statement of responsibilities.
Each Director, Officer and Chair of a committee with Board-delegated powers
shall annually sign a statement which affirms such person:
(a) Has received a copy of the conflict of interest policy;
(b) Has read and understands the policy;
(c) Has agreed to comply with the policy; and
(d) Understands the Chapter is a non – profit public benefit corporation and in order to maintain its federal tax exemption it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.
Article XIII – Ratification and Amendments
Bylaws shall be adopted by a quorum of those present at any Board of Directors meeting of the Chapter, provided that
1. Any proposed bylaws shall have first been submitted to and approved by the national office of UNA-USA prior to adoption in order to ensure such bylaws are consistent with the Affiliation Agreement and the mission and purpose of UNA-USA, and
2. Membership has been notified 14 days in advance of the meeting. Bylaws may be amended by a two-thirds majority vote through the same procedure.
Article XIV – Parliamentary Authority
Robert’s Rules of Order Newly Revised shall govern the Chapter wherever it is applicable and not inconsistent with these Bylaws.
ANNEX 1 July 29, 2010
UNA-USA CHAPTER AFFILIATION AGREEMENT
THIS AFFILIATION AGREEMENT (“Agreement”) is made this 29th day of
July, 2010 (the “Effective Date”) by and between UNA-USA, LLC, a Delaware
limited liability company (“UNA-USA”), whose principal office is located at 1800 Massachusetts Ave, NW, Suite 400, Washington, DC, 20036 (“UNA-USA”), and (Insert Chapter or Division’s full legal name), [a/an incorporated nonprofit corporation/unincorporated nonprofit association] (“Chapter”).
WHEREAS, in 2010, UNA-USA acquired certain assets and programs of the United Nations
Association of the United States of America, Inc (“UNA”).
WHEREAS, UNA-USA is willing to grant a charter to Chapter upon the following terms and
WHEREAS, Better World Fund (“BWF”), the parent organization of UNA-USA, has obtained
from the Internal Revenue Service (“IRS”) a group tax exemption according to which it is a central organization and certain UNA-USA chapters and divisions (hereafter collectively referred to as “Chapters”) from around the United States are Section 501(c)(3) subordinate organizations.
WHEREAS, the IRS requires a central organization to exercise general supervision or control
over its affiliated Section 501(c)(3) subordinate organizations covered under its group tax exemption to ensure that each affiliate’s operations are, on an ongoing basis, consistent with the central organization’s exempt purpose.
WHEREAS, Chapter wishes to be included, and BWF is willing to accept Chapter, as a Section
501(c)(3) subordinate member of BWF’s group tax exemption.
NOW THEREFORE, in consideration of the mutual promises and agreements contained in this
Agreement and intending to be legally bound by the terms of this Agreement, the parties hereby agree as follows:
1. Name of Chapter. The name of the Chapter is: UNITED NATIONS ASSOCIATION OF SAN FRANCISCO; CHAPTER OF THE UNITED NATIONS ASSOCIATION OF THE UNITED STATES OF AMERICA, INC.
2. Purpose. Since World War II, through champions like Eleanor Roosevelt, Elliot Richardson,
and Cyrus Vance, UNA and its chapters and divisions have built American support for the United Nations. In 1999, funded with Ted Turner’s historic $1 billion gift, the United Nations Foundation, Inc. (“UNF”) and BWF, its sister organization, began a world-class communication, education and advocacy movement focused on supporting the United Nations and its causes. Following the footsteps of UNA, UNF and BWF, the mission of UNA-USA is to inform, inspire and mobilize Americans to support the principles and vital work of the United Nations and to strengthen the United Nations system. UNAUSA encourages U.S. leadership to work constructively through the United Nations and encourages everyone to achieve the goals of the United Nations Charter. Through its Chapters and programs, UNA-USA educates the American public about the invaluable work of the United Nations, raises funds and carries out local activities related to the United Nations, and recruits, engages, and retains members
around the country.
3. Grant of Charter.
A. Charter. UNA-USA hereby grants to Chapter a charter to be a chapter of UNA-USA
and authorizes Chapter, pursuant to the terms and conditions of Annex 1 of this Agreement, to use the name “United Nations Association of the United States of America,” the acronym “UNA-USA” and the logo of UNA-USA.
B. Territory. Chapter shall represent UNA-USA as UNA-USA’s affiliate in (Insert city,
region state or other geographical area), pursuant to and in accordance with UNA-USA’s mission and purposes as set forth in UNA-USA’s Articles of Organization and Bylaws, as may be amended from time to time by UNA-USA.
C. Authorized Activities. UNA-USA specifically authorizes Chapter, subject to Chapter’s
obligations under Sections 5(O) and (P) hereof, to conduct the following activities within the Territory:
educational, advocacy, and fundraising programming and other such activities that are consistent with UNA-USA’s mission to develop and strengthen the relationship between the U.S. and the UN, and to promote U.S. leadership to enhance international cooperation.
D. Membership. The term “Membership” refers to those individuals who are dues paying
members of UNA-USA. Chapters shall only have members that are members in good standing of UNA-USA. UNA-USA shall assign each new member of UNA-USA to the Chapter that operates nearest to the address provided by such member, unless such member requests to join a Chapter in another location or elects not to join any Chapter. The categories, levels and terms and conditions of UNA-USA membership shall be established by UNA-USA and shall be set forth in a UNA-USA Chapter Handbook developed by UNA-USA in consultation with the Council of Chapters and Divisions (“CCD”) Steering Committee (the “Chapter Handbook”). The Chapter must have a minimum of 25 members to receive its charter from UNA-USA; provided, however, if Chapter is a former chapter or division of UNA, Chapter shall use its best efforts to ensure Chapter has 25 members upon the first anniversary of the Effective Date.
E. Group Exemption. Provided that Chapter is an authorized Chapter of UNA-USA,
Chapter shall be included in BWF’s group tax exemption. Chapter certifies and agrees that, subject to the general supervision of UNA-USA and BWF, Chapter is and shall remain organized and operated exclusively for charitable and educational purposes under section 501(c)(3) of the Internal Revenue Code. The terms of this Section 3(E) shall not apply to Chapter if, on the Effective Date, Chapter is correctly recognized as an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code by virtue of a determination letter from the IRS.
4. Obligations of UNA-USA. UNA-USA shall assist Chapter in its operations and activities,
based on the needs of Chapter and other UNA chapters and the financial and other resources of UNAUSA. Currently, UNA-USA shall support Chapter by:
A. Providing the Handbook and model bylaws in order to assist Chapter in operating as a
section 501(c)(3) organization, establishing and maintaining the highest degree of
proficiency in the Chapter’s organization, leadership, management, programs, and
B. Listing Chapter on UNA-USA’s website and providing a link to Chapter’s website, if
C. Providing Chapter with usage guidelines regarding the “Intellectual Property” (as
defined in Section 6 below);
D. Providing Chapter with templates and other resources, including through the UNAUSA website, which Chapters may choose to use in connection with education,
advocacy, and fundraising activities;
E. Posting and distribution of information about upcoming UNA-USA educational and
F. Providing Chapter with access to the “Mailing List” (as defined in Section 6 below) and
timely updates to the Mailing List so Chapter can reach out to new members;
G. Providing the opportunity for Chapter events to be posted on a UNA-USA Chapter
Calendar of Events;
H. Providing Chapter with a recommended speaker/presenter resource list for Chapter
I. Organizing an annual conference and necessary Council of Chapter and Division
J. Distributing UNA-USA publications, periodic emails, and fact sheets to all Chapter
K. To the extent possible, making UNA-USA, BWF and UNF representatives available to
speak at pre-determined Chapter events;
L. Maintaining liability insurance that covers UNA-USA Chapters events and generating
“Certificates of Insurance” if required in connection with such events;
M. Timely payment of Chapter share of annual membership dues, such share to be
determined by UNA-USA from time to time following consultation with the CDD
N. Distribution of materials to Chapter members in regard to UNA-USA’s annual
O. Responding to requests by Chapter members for information on issues related to the
UN and Congress;
P. Providing a system to seek Chapter and member input concerning U.S.-UN advocacy
Q. Providing online training to new Chapter officers and committee chairs.
5. Obligations of Chapter. Chapter shall conduct its operations and activities by:
A. Endeavoring to sponsor and conduct programs, events and activities that further the
purposes and mission of UNA-USA and using its best efforts to ensure that such
programs, events and activities are of the highest quality with respect to content,
materials, logistical preparation, and otherwise;
B. Complying with the Chapter Handbook developed by UNA-USA in consultation with
the CCD Steering Committee, including, without limitation, any modification or
amendment to the Chapter Handbook that may be adopted by UNA-USA and
communicated to Chapter, and the legal requirements of section 501(c)(3) of the Internal
C. Consistent with the terms and conditions of the License attached hereto as Annex 1,
using, as its sole organization name, the words “”United Nations Association of the
United States of America”, “United Nations Association of the USA” or the acronym
“UNA-USA” together with the geographical designation identified as part of Chapter’s
name in this Agreement;
D. Maintaining an organizational structure in accordance with the Chapter Handbook;
E. Maintaining its books of account under the guidelines provided in the Chapter
F. Maintaining all records related to its organizational and tax-exempt status and shall
forward to UNA-USA copies of its governing documents, including, but not limited to,
its Bylaws, tax-exemption determination letter from the Internal Revenue Service (if
applicable), as well as any adverse notices or other correspondence received from any
governmental agency (e.g., Internal Revenue Service, state Secretary of State or
corresponding agency); 4
G. Maintaining reasonable records related to all of its programs, activities and operations
and submit complete and accurate written annual reports and other materials to UNAUSA in accordance with the requirements set forth in the Chapter Handbook;
H. Upon the written request of UNA-USA and at UNA-USA’s expense, permitting UNAUSA or UNA-USA’s designated agent to review appropriate records of Chapter
pertaining to its programs, activities, operations and compliance with the terms of this
I. Posting and keeping UNA-USA’s logo on Chapter’s website in accordance with UNAUSA usage guidelines;
J. Posting UNA-USA’s mission and vision in a prominent position on Chapter website, if
K. Promotion of the UNA-USA brand;
L. Providing support with the marketing of locally-held UNA-USA educational programs
and events, including, but not limited to, through distribution of event material to its
members and non-members, adding event information on its website, distributing
materials to other local organizations and businesses and promoting the event at all
chapter meetings leading up to the event;
M. Unless otherwise authorized by UNA-USA in writing, limiting Chapter fundraising to
causes directly related to the mission of UNA-USA, which may include fundraising for
the UN and UN agencies; provided, however, Chapter shall coordinate all fundraising
efforts and activities with UNA-USA in order to avoid overlap with BWF, UNF or
UNA-USA fundraising campaigns.
N. Keeping UNA-USA staff advised of major Chapter activities and initiatives prior to
undertaking such activities and initiatives;
O. Not participating in, or intervening in, any political campaign on behalf of (or in
opposition to) any candidate for public office;
P. As a section 501(c)(3) organization, conducting lobbying activities only to the extent
permitted under the Internal Revenue Code; and
Q. Being a source of expertise and opinion about the UN to local press and media through
press releases, op-eds, letters to the editor, and other outlets with a consistent look and
feel, with assistance from the national UNA-USA and UN Foundation public affairs
6. Intellectual Property. UNA-USA shall permit Chapter to use the UNA-USA names and logos as provided in Annex 1.
7. Chapter Representations and Warranties. As an inducement to UNA-USA to enter into this
Agreement, Chapter hereby represents and warrants to UNA-USA as follows:
A. Organizational Status. Chapter is incorporated as a nonprofit corporation in good
standing or an unincorporated association in good standing as defined by the state or other jurisdiction in which the Chapter has its primary place of business, and that it shall remain in good standing. Chapter is not a private foundation as described in Section 509(a) of the Internal Revenue Code.
B. Governing Documents. As a condition of receipt of its charter as a chapter of UNAUSA, Chapter has provided to UNA-USA copies of its governing documents, including, but not limited
to, its Articles of Incorporation, if any, and Bylaws; provided, however, if Chapter is a former chapter or division of UNA, Chapter shall provide UNA-USA with a copy of its Bylaws within one (1) year of the Effective Date. Chapter agrees that its governing documents, and its stated purposes therein, shall at all times be consistent in all material respects with this Agreement and the mission and purpose of UNA-USA. Chapter agrees to submit any proposed amendment to its governing documents to UNA-USA for review prior to any adoption thereof in order to ensure such proposed amendment is consistent with this Agreement and the mission and purpose of UNA-USA.
C. Chapter Handbook. Chapter agrees to be bound by the terms and conditions set forth
in the Chapter Handbook developed by UNA-USA in consultation with the CCD Steering Committee.
D. Compliance with Laws. Chapter is in full compliance with all applicable laws, rules and
regulations that may affect its performance under this Agreement, including but not limited to section 501(c)(3) of the Internal Revenue Code and related Treasury Regulations, and shall remain in full compliance with, and otherwise conduct its activities at all times in accordance with, all such laws, rules and regulations. Chapter warrants that it will maintain at all times all permits, licenses and other governmental approvals that may be required in the Territory in connection with its performance under this Agreement. Chapter further warrants that it shall make all required filings, such as annual corporate reports and tax filings, including its IRS Form 990, if required, that may affect its corporate or tax status.
8. Relationship of Parties. Neither party, nor any of its members, officers, directors, managers,
agents, employees, independent contractors or representatives will (a) be considered an agent, partner, joint venturer, employee, or representative of the other party for any purpose whatsoever, (b) have any authority to make any agreement or commitment for, or to incur any liability or obligation in the other party’s name or for or on its behalf, or (c) represent to outside parties that they or any of them has any right to bind the other party. UNA-USA does not have, and will not assert authority or control over any action of Chapter on legislative issues in a manner that would create affiliation within the meaning of Section 4911(f) of the Internal Revenue Code. Unless expressly agreed to in writing by the parties, neither party is authorized to incur any liability, obligation or expense on behalf of the other or to use the other’s monetary credit in conducting any activities under this Agreement.
9. Indemnification. Chapter shall indemnify, save and hold harmless UNA-USA, its affiliates,
related entities, partners, officers, directors, employees, members, agents and representatives, and each of them, from and against any and all claims, actions, suits, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and expenses), and liabilities of every kind and character whatsoever, arising out of or related to Chapter’s breach of any representation, warranty, covenant or obligation under this Agreement. UNA-USA shall promptly notify Chapter upon receipt of any claim or legal action referenced herein. UNA-USA shall have the sole right to conduct the defense to any such claim or legal action. Notwithstanding the foregoing, if Chapter is an unincorporated association, no person shall be liable for Chapter’s obligations under this Section 9 merely because the person is considered a member of Chapter or is authorized to participate in the management of Chapter’s affairs. The provisions of this Section shall survive any revocation, surrender or other termination of this Agreement.
10. Revocation, Suspension or Surrender of Charter.
A. Revocation or Suspension of Charter. The charter granted by UNA-USA to Chapter
hereunder shall remain in full force and effect unless and until revoked by UNA-USA, suspended by UNA-USA for a stated period or indefinitely or surrendered by Chapter in accordance with the provisions of this Agreement. UNA-USA shall have the authority to revoke or suspend the charter of Chapter if UNA-USA determines that the Chapter has breached any provision of this Agreement. Any decision by UNA-USA to revoke or suspend Chapter’s charter shall be initiated by sending written notice to Chapter specifying the grounds upon which the revocation is based; provided, however, that UNA-USA shall provide Chapter with sixty (60) days from the date of such notice to remedy any alleged breach of this Agreement. In the event that UNA-USA determines, in its sole discretion, that Chapter has not remedied any alleged breach leading to UNA-USA’s decision to revoke or suspend Chapter’s charter, UNA-USA shall so notify Chapter in writing. UNA-USA’s decision shall become final unless, within thirty (30) days of its receipt of written notice from UNA-USA, Chapter delivers to UNA-USA a written notice to appeal such determination. Upon the filing of such an appeal notice, Chapter shall have the opportunity to present its case, by written communication or in person, to the CCD Steering Committee pursuant to the applicable rules or procedures agreed upon by UNA-USA and the CCD Steering Committee, following which the CCD Steering Committee shall make a nonbinding recommendation to the Executive Director of UNA-USA with respect to the potential revocation or suspension of the Chapter’s charter. Following consultation with the President of BWF, the Executive Director shall make a decision with respect to the Chapter’s appeal, and such decision shall be final and not subject to further appeal.
B. Surrender of Charter. Chapter may surrender its charter by delivering to UNA-USA
written notice of its intention to do so no less than thirty (30) days prior to the effective date of such surrender.
C. Effect. If the Charter is revoked, suspended or surrendered, or if this Agreement
expires or is terminated for any reason, the license in Section 6 shall be automatically revoked, Chapter shall be removed from BWF’s group tax exemption, and the Chapter will immediately: (i) discontinue all use of the Intellectual Property; (ii) return to UNA-USA all Intellectual Property in the Chapter’s possession, or destroy such materials at UNA-USA’s request; (iii) take all actions directed by UNA-USA to ensure that its temporary or permanent disaffiliation from UNA-USA is adequately communicated to its members and the general public; and (iv) take any other action reasonably requested by UNAUSA or required by the Chapter Handbook, and BWF shall notify the Internal Revenue Service of Chapter’s removal from the group tax exemption ruling. In the event the Charter is revoked, suspended or surrendered pursuant to the terms of this Section 10, UNA-USA shall, upon the written request of a member of Chapter, use reasonable efforts to place such member into another Chapter, provided such member is in compliance with the terms and conditions of his or her membership in UNA-USA.
A Entire Agreement. This Agreement (including the documents referred to herein) constitutes
the entire agreement among the parties with respect to the subject matter of this Agreement and
supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they are related in any way to the subject matter hereof.
B Governing Law. This Agreement shall be governed and construed in accordance with the
laws of the State of Delaware without giving effect to any choice or conflict of law, provision or rule of any other jurisdiction that would cause the application of the laws of any jurisdiction other than the State of Delaware.
C Succession and Assignment. This Agreement shall be binding upon and inure to the benefit
of the parties named herein and their respective successors and permitted assigns. The Chapter shall not assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of UNA-USA.
D Rights and Remedies. In the event of any breach of this Agreement by any party or default
by any party in connection with performing any obligation of such party under this Agreement, the non-defaulting party’s rights and remedies contained herein shall be cumulative and shall not be exclusive of any other rights or remedies which the non-defaulting party may have at law or in equity.
E Survival. Any terms of this Agreement which by their nature survive the expiration or
earlier termination of this Agreement, shall survive the expiration or earlier termination of this
F Notices. All legal notices to a party required or permitted under this Agreement shall be
hand delivered or sent by certified mail (return receipt requested), recognized overnight courier
service, or another similar form of delivery that provides the sender with written confirmation of
receipt. Notices are effective when received, as shown in the written confirmation of receipt, and must be sent to a party at tile following address (which the party may change by giving proper notice under this provision):
If to UNA-USA:
1800 Massachusetts Avenue, NW
Washington, D.C. 20036
Attention: Executive Director
If to Chapter: c/o Pablo Castro, 270 Cecilia Way, Tiburon, CA 94920
G Waivers. No waiver by any party of any default or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
H Severability. Any term or provision of this Agreement that is invalid or unenforceable in
any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
I Construction. The parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
J Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF and intending to be legally bound hereby, the parties have hereunto
set their hands and seals as of the Effective Date.
Affiliation Agreement Annex 1
License to Use Certain UNA-USA Intellectual Property
I. License. In accordance with UNA-USA’s non-exclusive grant of a charter to Chapter in
the Territory, Chapter is hereby granted a limited, revocable, non-exclusive license to use (i) the name “United Nations Association of the United States of America,” the name “United Nations Association of the USA, ”the acronym “UNA-USA”, and the logo of UNA-USA, and other UNA-USA trademarks, service marks, trade names, and logos made available by UNA-USA from time to time (collectively, the “Marks”), (ii) UNA-USA’s membership mailing, telephone, telecopier, and electronic mail lists with respect to past, current or prospective members of UNA-USA located within the Territory (collectively, the “Mailing List”), and (iii) all copyrighted or proprietary information and materials provided by UNA-USA to Chapter during the Term of the Chapter Affiliation Agreement (collectively, the “Proprietary Information”) (the Marks, Mailing List, and Proprietary Information are hereinafter collectively referred to as the “Intellectual Property”) in or in connection with its name and acronym and for other official Chapter-related purposes, with the limited authority to use the Intellectual Property solely in connection with the activities authorized under the Chapter Affiliation Agreement, subject to the terms and conditions of the Chapter Affiliation Agreement and any written guidelines issued by UNA-USA, otherwise incorporated herein, or subsequently provided to Chapter by UNAUSA. Any terms not defined in this Annex 1 are defined in the Chapter Affiliation Agreement.
A. The Intellectual Property may be used by Chapter if and only if such use is made
pursuant to the terms and conditions of this limited and revocable license. Subject to the terms of Section 10 of the Chapter Affiliation Agreement, Chapter acknowledges that any failure by Chapter to comply with the terms and conditions contained herein may result in the immediate suspension or revocation of this license, in whole or in part, by UNA-USA and/or the suspension or revocation of the charter of Chapter by UNA-USA.
B. The Chapters agrees that it shall not revise or alter the Marks in any way and not use
the Marks in conjunction with any other trademark, service mark or other mark without the prior
written approval of UNA-USA in each instance. Notwithstanding the foregoing, if Chapter is a former chapter or division of UNA, Chapter shall be permitted to use the names, logos and other marks used by the Chapter immediately prior to the Effective Date (the “Chapter Marks”) until such time that UNA-USA issues written guidelines regarding the Marks, following which Chapter shall use the Marks in accordance with such guidelines and discontinue any use of the Chapter Marks.
C. The Intellectual Property is and shall remain at all times the sole and exclusive property
of UNA-USA. Except for programs, events and activities authorized under the terms of the Chapter Affiliation Agreement, Chapter shall not permit any third party to use the Intellectual Property without UNA-USA’s prior written approval. Chapter shall not sell or trade the Intellectual Property without UNA-USA’s prior written approval.
D. Chapter agrees to maintain the confidentiality of the Mailing List. Neither UNA nor
Chapter shall sell, trade, transmit, or otherwise disseminate the Mailing List, in whole or in part, to any third party without the prior written approval of UNA-USA.
E. Use of the Intellectual Property shall not create any rights for Chapter in or to the
Intellectual Property or its use beyond the terms and conditions of this limited and revocable license. All rights of usage of the Intellectual Property by Chapter shall terminate immediately upon the revocation, surrender or other termination of this Agreement; provided, however, Chapter’s obligations to protect the Intellectual Property shall survive the revocation, surrender or other termination of this