UUU Bylaws

UUU Bylaws:

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Bylaws of the Umpqua Unitarian Universalist Congregation 

Revised October 18, 2015 

  1. Name The name of this corporation shall be the “Umpqua Unitarian Universalist Congregation”, hereinafter the “Congregation”.

 

  1. Mission The mission of the Umpqua Unitarian Universalist Congregation is to create and maintain a diverse, caring community that encourages ethical, intellectual and spiritual growth. Through the practice of our faith, we promote social, economic and environmental justice and continue our legacy of respect and acceptance of each other and the interdependent web of all existence of which we are a part.

 

III. Denominational Affiliation This Congregation shall be a member of the Unitarian Universalist Association (UUA) and of its Pacific Northwest District (PNWD). This Congregation shall endeavor in good faith to make annual financial contributions equal to its full fair share as determined by the UUA and the PNWD.

 

  1. Congregational Authority The ultimate authority for all matters pertaining to the operation of the Congregation shall rest with the Congregation, which shall consist of the active members of the Congregation, and shall function as a legally constituted body at its regular and special meetings. The Congregation shall elect the Board of Directors, the “Board”, approve the purchase or sale of real property, incurring debt outside the budget, and shall call the Minister. A called Minister serves at the pleasure of the Congregation.

 

  1. Non-Discrimination Clause It is specifically understood that membership and/or employment in this Congregation is not and cannot be predicated upon race, color, sex, sexual orientation, creed, national origin, citizenship status or physical/mental challenges.

 

  1. Membership 29

 

  1. Member: A person (1) 14 years of age or older, after completing the “Coming of Age

Program”, or (2) A person eighteen (18) years of age or older, who has (a) signed the membership book, (b) annually signs a pledge form making a financial commitment to the Congregation and (c) is committed to being active in Congregation life and membership in good faith. Membership for a person who has been a member for twenty (20) years and who is no longer physically or financially able to meet the requirements of membership may be continued by the Board.

 

  1. Voting Member: A voting Member is any person who has fulfilled the Membership requirements and has been a member of the Congregation for at least sixty (60) days and has reached the age of eighteen (18) years or older. In order to serve on the Committee on Ministry the individual must have been a voting Member of the Congregation for not less than one (1) year. In order to serve on the Nominating Committee or the Ministerial Search Committee the individual must have been a voting Member of the Congregation for not less than two (2) years.

 

C. Friend: A person who has declared an intention to have an ongoing relationship with the 46 UUU Congregation including receiving Congregation mailings, and who makes a financial commitment adequate to cover Congregation mailings but has chosen not to become a voting member; or if financially unable to make a financial commitment supports the Congregation through meaningful volunteer services if physically able.

 

  1. Resignations: Members may withdraw from membership by submitting a written resignation to the Board.

 

  1. Membership Status: The Board will review the membership list by the beginning of July each year for the purpose of the UUA census, and determine membership status.

 

A member’s name shall be removed from the Membership Roll in case of: (1) the member’s death; (2) written request by the member to the Board; (3) a period of inactivity (failure to contribute services or funds) over one year, pending review by the Board; or (4) removal by a two-thirds (2/3) vote of the Board for actions that threaten the well-being of the Congregation as outlined in XVI below. In all cases, if the Board tentatively determines that a person should be removed from the membership list, the Secretary shall, not less than fifteen (15) days before the proposed removal (no later than August 15th), mail a written notice of the proposed action to the person’s last known address, by first class or certified mail. The notice shall advise the reasons for the proposed action and further advise that if the person wishes to remain a member, he or she must contact the Minister or President within ten (10) days of receiving the notice and arrange for an opportunity to meet with the Minister and/or President to discuss the proposed membership termination. The Board will finalize membership status no later than the September Board meeting.

 

  1. Address for Notice: Each Member/Friend shall be responsible for notifying the Congregation secretary in writing, of their current mailing address, email address and phone number.

 

VII. Consensus: The Congregation is committed to operating by consensus. If, however, consensus cannot be reached, action shall be taken by majority vote except as otherwise specified herein.

 

VIII. Congregational Meetings

 

  1. Annual Meeting: The Annual Meeting of the congregation shall be held in May. At the Annual Meeting the congregation shall hold elections for officers, directors and the nominating committee; adopt the annual budget; hear annual reports; approve directives to the Board; and transact other business.

 

  1. Special Meetings: Special congregational meetings may be called by the Board or by a petition signed by a quorum of the members of the congregation. Before a special meeting will be called on petition, the issue must have been presented to the Board.

 

  1. Notice: Written notice of every meeting of the congregation shall be sent to each member at the e-mail address provided by the member, or by regular mail to address provided by the member if the member does not have email or has requested notice by regular mail at least two weeks before the meeting. If practicable, such notice shall include an agenda for the meeting. In addition to notice by email/mail, notice may be included in the Congregation newsletter and the printed program for a Congregation service.
  1. Quorum: Twenty-five percent (25%) of the voting members on the roll shall constitute a quorum for a meeting of the congregation, except for calling or dismissal of a minister.

 

  1. Decisions: All issues before the congregation shall be made by the vote of the voting members present at the meeting. No proxy votes shall be allowed. Generally a simple majority of the members present shall decide an issue, except that a two thirds (2/3) majority shall be required for purchase or sale of real property, or to amend these bylaws. Decisions regarding calling or dismissal of the minister shall be made as provided below.

 

  1. Procedures for Meetings: All business at a meeting of the congregations shall be conducted in accordance with Roberts Rules of Order or procedures established by the Board.

 

  1. Location of Meetings: All meetings of the congregation shall be held at the regular worship facility unless the notice of the meeting states otherwise.

 

  1. Officers

 

  1. Designation: The officers shall be the President, the Vice President, the Secretary and the Treasurer.

 

  1. President:

 

  1. The President shall preside at all meetings of the congregation and the Board, and shall represent the Congregation on all appropriate occasions. The President is an ex-officio member of the Board and all committees, except the Nominating Committee, Committee on Ministry, and Search Committee. The President shall not participate in these three committees. The President will only vote on the Board to relieve a tie.

 

  1. The President shall have been a member of the Congregation for a minimum of three years.

 

  1. The President shall have been a member of the Board of Directors for at least one year.

 

  1. Vice President: The Vice President shall assist the President and perform the President’s duties in the Presidents absence.

 

  1. Secretary:

 

  1. The Secretary shall maintain all Congregation records and shall provide minutes for all meetings of the Board and the Congregation.
  2. The Secretary will post the Board Minutes on the Congregation Bulletin Board as soon as possible following Board approval; and, include a summary of the minutes in the Newsletter following Board approval.

 

E. Treasurer: The Treasurer shall receive money, pay bills submitted, deposit money, prepare accurate monthly reports for the Board of Directors on the current budget status and keep current books and records as necessary for management of the Congregation’s financial affairs. The Treasurer shall prepare, or assist in the preparations of all reports, returns and other documents required by federal, state or local tax laws. The Treasurer shall be a member of the Finance Committee. The Finance Committee shall prepare preliminary budgets to be submitted to the Board.

 

  1. Board of Directors

 

  1. Composition: The Board of Directors shall consist of the four officers and three directors at large, all of whom shall be members of the Congregation. At least one of the directors at large shall, at the time of election, have been a member of the Congregation for less than 18 months, if feasible.

 

  1. Elections: The Board of Directors shall be elected at the Spring Annual Meeting from candidates nominated by the Nominating Committee or by any member at the meeting. The Board of Directors shall take office on July 1.

 

  1. Term of Office: All members of the Board shall be elected for a term of two years, and may serve a maximum of two consecutive terms in a specific office, unless the Board determines that no other qualified or volunteering candidate is available to replace the existing Board member. Such extraordinary determinations require consensus of the Board and a concurring vote of at least 2/3 of the voting members present at the Annual Congregational Meeting. Such extended Board appointments must be reviewed annually, to determine if the same conditions apply. If the conditions no longer apply at any annual meeting, then a regular replacement will be elected according to the normal voting procedures.

The President, Vice-President and one director at large shall be elected in even-numbered years; the Secretary, Treasurer, and two directors at large shall be elected in odd-numbered years. In the event a member of the Board resigns or otherwise leaves office, the replacement shall be appointed by the Board for the unexpired portion of the officer’s term if the unexpired portion is less than one year. If the unexpired portion is more than a year, the appointed person shall serve only until the next annual congregational meeting; the normal nominating committee/election process shall be followed for the one remaining year of that person’s term.

 

  1. Authority and Responsibilities: The Board is authorized to take all actions necessary for general management of Congregation affairs consistent with these bylaws. The Board shall implement all directives from the congregation. The Board shall be responsible for the Congregation property and finances except that it may not purchase or sell real property or incur any debt that is not consistent with the Congregation budget. The Board is responsible for hiring and terminating all staff except the minister.
  2. Regular Meetings: The Board shall meet monthly at such regular time as it shall determine. Meetings shall be open to all members of the congregation and if practicable, members shall be notified in advance of the meeting time and place. Provision shall be made at meetings for non-Board members to address the Board. The Board may meet in executive session only to discuss personnel matters or to receive legal advice. Regular and special meetings shall be held at the regular worship facility unless the notice of the meeting states otherwise.

 

  1. Special Meetings: Special meetings of the Board may be called by the President or a quorum of the Board. Notice of meetings of the Board shall be given to the Board members at least two days prior to such meetings.
  1. Virtual Meetings: If an occasion arises which necessitates immediate action, remote communications (email, telephone, etc.) may be utilized to make a decision. The President will phone or email all members of the Board regarding the issue, proposed action if any, and the specified deadline for response, which shall be a minimum of 24 hours. The President will inform all responding Board members before acting on the vote. Results shall be reported at the next regular Board meeting and recorded in the minutes.

 

  1. Quorum: Four members of the Board, including two officers, shall comprise a quorum of the Board for meetings, special meetings, and virtual meetings.

 

  1. Removal:

 

  1. Attendance: Failure of an officer or director to attend three (3) consecutive regular Board meetings or four (4) of any six (6) regular Board meetings shall be understood to be a resignation from the Board without further action or notice.

 

  1. For Cause: A member of the Board of Directors may be removed for cause by vote of the voting members of the congregation at a special congregational meeting. For such action a quorum shall consist of not less than fifty one percent (51%) of the voting members of the Congregation and a vote of not less than fifty one percent (51%) of the voting members present shall be needed for such action.

 

  1. Administration

 

  1. Delegation of Authority: The Board of Directors may delegate limited authority to act on behalf of the Board to officers, committees, employees, agents or independent contractors engaged by the Board.

 

  1. Committees: The Board may establish standing and temporary committees as it deems necessary. Membership of all committees with the exception of Nominating, Committee on Ministry, and Ministerial Search Committee, shall be open to all Congregation members and friends. The President is an ad hoc member of all committees with the exception of Nominating Committee, Committee on Ministry, and Ministerial Search Committee. Congregation members and friends may volunteer or be recruited to committee membership. The committee members will elect committee chairpersons.

 

  1. Documents: Contracts and other documents may be signed on behalf of the Congregation by the President or the Vice President and one other officer if the transaction has been duly approved by the Board of Directors and/or the congregation.

 

XII. Nominating Committee

 

A Composition: The Nominating committee shall consist of three (3) members of the congregation not including Board members, and have the following qualities:

  1. Active membership in the Congregation for two (2) or more years
  2. Knowledge of the current needs of the Congregation
  3. Adequate interviewing skills
  4. Understanding of the qualities needed in a person to be effective in each position on the board
  5. Date of election and qualifications: The Board shall present at the congregational meeting a slate of 3 congregation members with the above qualifications. At least one of the nominees shall have previously served on the Board. Together with any nominations from the floor, the congregation shall elect the nominating committee. The Board shall appoint a member of the congregation (but not a member of the standing Board) to fill any vacancy occurring on the committee.
    1. Tenure: The Nominating committee shall be elected for a term of one (1) year. 250
    1. Purpose:

     

    1. To nominate a slate of officers to fill expiring terms on the Board per article X- c of the By-laws. The committee may not nominate any of its members for any position on the Board.

     

    1. To nominate a slate of members for the Endowment committee per the by-laws of the Endowment committee, Para. II, items 1, 2 & 3. The committee may not nominate any of its members for any position on the Endowment Committee.

     

    XIII. Committee on Ministry (COM)

     

    1. The Committee on Ministry is a continuing body whose purpose is to strengthen the quality of ministry within the congregation. The committee will consist of three (3) voting members serving staggered three (3) year terms, with one member’s term ending each year. When vacancies occur, the minister shall submit at least twice as many names as vacancies to the Board, who shall select the new member(s) from this slate. No member of the Board may serve on the Committee on Ministry. The Committee on Ministry shall meet at least quarterly in a non-crisis, goal-oriented manner with an agenda to explore the various concerns and challenges of the Minister/Congregation relationship and the Congregation’s own role and agreed-responsibility in shared ministry. The Committee on Ministry shall assist and support the Minister in her/his plans for professional development, sabbaticals, etc. The Committee shall alert the Board to any emerging concerns between the Minister and the Congregation. The Committee will also conduct a performance review with the Minister every year and annually present a salary and benefits 274 package for the Minister to the Board.

     

    1. When there is a ministerial vacancy, the existing Committee on Ministry is disbanded. After the Calling of a new minister, the Board will select 3 members of the Ministerial Search Committee to form a new Committee on Ministry that serves until the end of that fiscal year. At that time, a new Committee on Ministry will be formed as specified in paragraph “A” above. The Board will specify the terms of each member.

     

    XIV. The Minister The minister shall be responsible for the conduct of worship within the society and the society’s spiritual interests and affairs. The minister will serve members in their needs for pastoral care. The minister shall have freedom of the pulpit as well as freedom to express his or her opinion outside the pulpit. The minister shall be an ex officio member of the Board of Directors and of all committees except Nominating and Ministerial Search Committee. The Minister shall supervise all Congregation staff and programs. The minister will be called under written contract with the Board which clearly stipulates the duties, compensation and other conditions. The Minister shall be and remain in fellowship with the Unitarian Universalist Association (UUA) as well as the Pacific North West District (PNWD). The above applies to a called minister and may be modified by contract in the case of a contract minister.

    1. Calling a Minister: Replacement of a Minister (by calling or contractually)
    2. Ministerial Search Committee: Upon awareness of an immediate or near-future vacancy of the ministerial office, the Board shall call a Special Congregational Meeting, for the purpose of electing a Ministerial Search Committee, which ultimately will consist of seven (7) members and two (2) alternates who have a membership of at least one (1) year. The Board shall present a slate of ten (10) or more prospective candidates for the congregation as a whole to consider, all of whom will have indicated a willingness to serve in that position. Only one (1) member from any one household may be presented on the slate of candidates. Additional nominees may be made from the floor. A total of seven (7) members and two (2) alternates then will be selected, by highest votes among all nominated candidates, via secret ballot of all members present.
    3. The work of the Search Committee, once it has begun, will be regarded as separate and independent from any/all Congregation functions and activities. The Board will not attempt to exert any influence on the direction or actions of the Search Committee.
    4. The Search Committee will make monthly summary progress reports to the Board, but the internal affairs of the Search Committee members will be maintained under strict confidentiality.
    5. The Search Committee will operate within the guidelines of the UUA.
    6. The Search Committee will determine a final candidate to present to the Board and then to the Congregation as the prospective new Minister.

     

     

    1. Subject to the approval of the Ministerial Candidate by the Congregation, the Committee shall negotiate an initial job description and employment contract with the candidate and present both to the Board for approval.
    2. Quorum and Plurality of Call for Vote: A special quorum of at least fifty one percent (51%) of members in good standing will be required in order to vote on the ministerial candidate. The new Minister of the Congregation shall be elected by at least a seventy five percent (75%) positive vote of Members present. No proxy votes will be presented or recognized. Absentee votes may be accepted only on forms specifically developed by the Board or Nominating Committee. Such ballots must be received prior to the Congregational Meeting and must be signed and dated by the voting member.

     

    1. Dismissal and Termination of Called Minister:

     

    1. The Minister shall give at least ninety (90) days-notice in writing to the Board of his/her resignation or retirement. Compensation for the Minister terminates on the date of resignation or retirement.

     

    1. The Board shall give at least ninety (90) days-notice in writing to the Minister of his/her proposed dismissal. Dismissal of a Minister shall be at a Special Congregational Meeting called for that purpose. This meeting shall be called by the Board only upon the written request signed by at least thirty-five percent (35%) of the voting members of the congregation. Notice of the meeting shall be by letter or email sent to voting members of the Congregation at their last known address. No notice shall be placed in the official Congregation newsletter or read from the pulpit. The Minister shall be invited to speak at this meeting. Fifty one percent (51%) of the members eligible to vote shall constitute a quorum at such Congregational Meeting. The Minister of the Congregation shall be dismissed upon a vote for dismissal by eighty five percent (85%) of those members voting in person at a Congregational Meeting called for such purpose. Absentee votes may be accepted only on forms specifically developed by the Board or Nominating Committee. Such ballots must be received prior to the Congregational Meeting and must be signed and dated by the voting member.

     

    XVI. Public Policy Issues

     

    1. Neither the Congregation, its members, the Board, Minister, staff, employee, or consultant to the Congregation shall take any action or allow any activity or use of Congregation property which shall endanger the non-profit corporate status or charitable, tax-exempt status of the Congregation or its property. Nothing in these bylaws shall be construed to allow a violation of this section.

     

    1. The President, Minister, staff, or any other member of the Congregation, who is specifically authorized by the Congregation, or the Board of Directors, may represent the entire Congregation in any public or private meeting. Any committee may, with approval of the Board of Directors, act or speak on a public policy issue that has not been addressed by the Congregation provided the action is consistent with Unitarian Universalist principles. Such speech or action will represent the views of the committee, and not necessarily the entire Congregation. Any statement on behalf of the Congregation regarding a public issue shall be 360 consistent with the Principles and Purposes of the UUA and the mission of this Congregation.

     

    1. The Board shall consider violation of any of the above as grounds for termination of the member’s membership status in the Congregation or termination of employment of any employee of the Congregation.

     

    XVII. Fiscal Affairs

     

    1. Fiscal Year: The Fiscal year of the Congregation shall begin on July 1 of each year.

     

    1. Budget: The Board shall present a budget to the membership at the Spring Annual Meeting. At each annual business meeting, the Congregation Board shall submit an operating budget for the coming fiscal year. The budgeted expenses may not exceed the anticipated income. A budget is adopted by a simple majority vote of the voting members present at the meeting. Once a budget is approved, the Board may authorize and expend the funds as budgeted. The Board may reallocate funds based on necessity as determined by the Financial Committee and approved by the Board.
    1. Capital Funds: Funds designated in the budget for capital expenditures shall not be used for Congregation operational expenses unless the Board determines that a financial emergency justifies such expenditure. In that event, the Board shall prepare a budget for the succeeding fiscal year that provides for repayment of the capital funds.

     

    1. Financial Review: The accounts of the Congregation, including all endowment funds, shall receive an outside financial review or limited audit of the past fiscal year by a certified public accountant. The annual financial review or limited audit shall be available for Congregation members’ inspection.

     

    1. Social Responsibility: In keeping with Unitarian Universalist Association Principles, in so far as possible, purchases shall be from and investments shall be in companies: that do not produce products, offer services, or operate in a manner which might be unsafe to the consumer or threatening to our environment; that are not predominantly involved in the production of war material; that are not dependent on discrimination on the basis of race, color, sex, disability, affectional or sexual orientation, age, national origin, or religion; that do not exploit the poor or deprived for their business success; and that provide safe and healthy work environments and fair and equal employment opportunities for all persons in their labor force.

     

    XVIII. Amendments These bylaws, so far as allowed by law, may be amended at any congregational meeting (See provisions regarding congregational meetings above), provided that a notice of the proposed amendments is sent to all voting members of the Congregation by letter or email at their last known address at least two weeks prior to the date of the meeting. The notice shall include the proposed language, the entire original article, issue to be addressed, and the goal of the proposal.

     

     

    XIX. Dissolution: Should this Congregation cease to function, any assets of the Congregation may be transferred as a majority of the Congregation specifies, so long as the transfer complies with all applicable state and federal laws and the articles of incorporation for the Congregation.

     

    1. Endowment Fund In matters dealing with the Endowment Fund, see the Endowment Fund bylaws.

     

    (Adopted – by Board 09/21/2015, Approved by the Congregation at the Congregational Meeting of October 18, 2015.)

 

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