BYLAWS
OF
OF
At
We celebrate the worth and dignity of all people;
And we inspire one another to act on our faith in the larger community.
Adopted by the congregation, November, 2001
( Amended November 2009 )
ARTICLE I – MEMBERS
Section 1.1 Membership. Any person sixteen (16) years of age or older who is in sympathy with the purposes and principles of Unitarian Universalism and the Mission of South Church may become a member of the
Section 1.2 Responsibility of Membership. It is considered a responsibility of each Member to give service, stewardship support and an annual contribution of record to the Church.
Section 1.3 Terms and Privileges of Membership. Members may vote at Congregational meetings, serve on the
Section 1.4 Membership Review. The
Section 1.5 Annual Meeting. The Annual Meeting of the members of the Church shall be held within sixty (60) days of the start of the succeeding fiscal year at a date and time specified and publicized by the Board of Trustees. A duly elected Moderator shall preside over the Annual Meeting. The purpose of the meeting will be election of the Moderator, voting Members of the Board of Trustees, and the members of the Nominating Committee; approval of a budget for the succeeding fiscal year; receipt of the names of the elected Endowment Trustees; receipt of reports from the Board of Trustees, officers, committees, and the Minister(s); and transaction of any other business which may properly come before the meeting. The agenda for the Annual Meeting and any other Special Meetings called by the Board of Trustees will be set by the Board of Trustees.
Section 1.6 Special Meetings. Special meetings of the Members of the Church may be called at any time by the Board of Trustees, by the Chairperson, by the Minister(s), or upon written application of fifteen (15) Members, by the Secretary.
Section 1.7 Notice of Meetings. Notice of all meetings of the Members of the Church, stating place, date, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to each Member entitled to vote at such meeting at his or her address shown on the membership rolls, at least eight (8) days prior to the date of the meeting.
Section 1.8 Adjournments. Any meeting of members may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such reconvened meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the reconvened meeting, the Church may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the reconvened meeting shall be mailed to each Member entitled to vote at the meeting.
Section 1.9 Place of Meetings. All meetings of Members shall be held at the Church building,
Section 1.10 Voting. Any person sixteen (16) years of age or over, who (i) is a Member of the Church on the date of any meeting (or adjourned meeting) of Members and (ii) has been a Member continuously for at least ninety (90) days preceding such date, shall be entitled to vote at such meeting. Voting at any meeting shall be done in person and not by proxy. Notwithstanding the foregoing qualifications for voting, however, a non-binding advisory vote of the entire membership of the Church (including Members under sixteen (16) years of age) may be taken on any matter when it is considered advisable to do so by a majority of the Members present and otherwise entitled to vote at any meeting of Members, or by the Moderator at any such meeting, or by the Board of Trustees.
Section 1.11 Quorum. Except as may be otherwise provided by law, ten (10) per cent of the entire membership, who are entitled to vote at any meeting of the Members, shall constitute a quorum. In the absence of a quorum, the members present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.8 hereof until a quorum shall be present.
Section 1.12 Moderator. The members shall elect a Moderator to preside at all meetings of Members. In the absence of the Secretary or an Assistant Secretary at any meeting of Members, the Moderator shall appoint a Member to act as secretary and keep the minutes of such meeting. Nominations for the position of Moderator will be proposed by the Nominating Committee. The Moderator shall serve a three-year term and may be reelected for one consecutive three-year term. In the absence of the Moderator, the Members shall elect a Moderator pro tem, who will serve at that meeting only. Any Moderator must be a Church Member.
Section 1.13 Order of Meetings. The most recent edition of The Standard Code of Parliamentary Procedure shall govern the conduct of business at all annual and special meetings of the Congregation, except where this Code is inconsistent with these Bylaws or any special rules of order the Church may adopt.
ARTICLE II – BOARD OF TRUSTEES
Section 2.1 Powers; Number; Qualifications The business and affairs of the Church shall be managed under the direction of the Board of Trustees (the “Board”), except as may be otherwise provided by law. The Board of Trustees sets church policy. When the Church has no Minister or Interim Minister, the Board assumes the responsibilities of the Minister(s) with regard to staff.
The Board shall consist of at least nine (9) and no more than twelve (12) voting members of equal voice and vote (the “Voting Trustees”), each of whom shall have been a Member of the Church for at least ninety (90) days. In addition, the Minister(s) shall be ex-officio, non-voting member(s) of the Board.
Section 2.2 Board Service Policy. The Board Members of South Church strive to achieve the highest ethical standards in making sure the organization is meeting fiscal management and community service. Board members are expected to work cooperatively with other lay leadership, staff and the ministers in carrying out delegated responsibilities. Although the board functions as a body, its members are elected as individuals. Board members are committed to the whole of the congregation and are selected because of their belief in and commitment to the institution, in their experience and their knowledge of the work involved. Board members are expected to be advocates on our behalf, communicators of our church mission, and to play an integral role in our leadership development and fundraising activities.
Board Member Expectations and Responsibilities
1. Regularly attend board meetings and important related meetings. Stays informed about board matters, prepare for meetings by reviewing all minutes and reports.
2. Actively participate and serve as chair, co-chair or liason for a church committee/task force.
3. Attend church regularly.
4. Attend other church events as able.
5. Support the congregational mission and the Unitarian Universalist Association Principles
and Purposes.
6. Pledge and lead in giving and asking for financial support of the congregation from others. This modeling enhances the congregation's ability to meet fundraising goals.
7. Actively participate in board retreats and planning efforts.
Section 2.3 Term of Office; Election. In determining the respective terms of office of the Voting Trustees, the Voting Trustees shall be divided into three (3) groups, each consisting of four (4) persons. At each annual meeting of Members, the successors to the group of Voting Trustees whose term shall expire that year shall be elected to hold office for a term of up to three (3) years, so that the term of office of one group of Voting Trustees shall expire in each year. The term of Voting Trustees shall continue until their respective successors are elected and qualified. No Voting Trustees shall serve continuously as such for a period of more than six (6) years, and no person shall be eligible for election as Voting Trustee for a term of office which, if served in full, would result in such person’s serving as a Voting Trustee for more than six (6) years continuously.
Section 2.4 Resignation; Removal; Vacancies. Any Voting Trustee may resign at any time upon notice to the Secretary. Any Voting Trustee or the entire Board of Trustees (except the Minister(s)) may be removed, with or without cause, by vote of a majority of the Members entitled to vote at any annual meeting of Members or at any special meeting called for that purpose. The Board of Trustees may declare a vacancy to exist on the Board if a Voting Trustee is absent from three consecutive regular meetings.
Vacancies in the voting membership of the Board of Trustees, however created, shall be filled by vote of the Members at any annual meeting or at any special meeting called for that purpose; provided, however, that until such action by the Members, any such vacancy may be filled by vote of a majority of the Voting Trustees then in office, even if less than a quorum..
Section 2.5 Regular Meetings. Regular meetings of the Board of Trustees shall be held at least ten (10) times per year at such places and times as the Board may from time to time determine, and if so determined, notice thereof need not be given. All Members are welcome to attend the regular meetings of the Board of Trustees.
Section 2.6 Special Meetings. Special meetings of the Board of Trustees may be held at any time or place whenever called by the Chairperson, Vice Chairperson, the Minister(s), or any two (2) Voting Trustees. Forty-eight (48) hours’ notice thereof to each Trustee, either personally or by mail, shall be given by the person or persons calling the meeting.
Section 2.7 Quorum; Required Vote. At all meetings of the Board of Trustees, a majority of the voting membership of the entire Board shall constitute a quorum. The vote of a majority of the Voting Trustees present at a meeting at which a quorum is present shall be the act of the Board, except as otherwise required by law or these Bylaws. In case at any meeting of the Board a quorum shall not be present, the Voting Trustees present may adjourn the meeting from time to time until a quorum shall attend.
The Board of Trustees may vote by e-mail in the event in the event that the Chairperson, Vice Chairperson, or any two (2) Voting Trustees determine that a motion needs to be voted on by the Board before the next regularly scheduled Board meeting. E-mail votes will be forwarded to the Secretary and the Chairperson, or if the Secretary or the Chairperson is not available, then to another Board Officer. The Secretary, or another Board officer, will count the votes and shall declare the action of the Board only when at least a majority of the Voting Trustees has voted in favor of, or against, the motion. A simple majority of those voting is not sufficient. Votes for or against, when not numbering a majority of the Voting Trustees, shall fail and be reconsidered at the next regular meeting of the Board. The motion and the results of the vote shall be read into the minutes at the next regular Board meeting.
Section 2.8 Organization. Meetings of the Board of Trustees shall be presided over by the Chairperson, or in his or her absence by the Vice Chairperson, or in their absence by a chairperson chosen at the meeting. The secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.
ARTICLE III – OFFICERS
Section 3.1 Officers; Election. As soon as practicable after the annual meeting of members in each year, the Board of Trustees shall elect a Chairperson of the Board (“Chairperson”), a Vice Chairperson, a Treasurer and a Secretary. The Board may also elect one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers as the Board shall determine. Any number of offices may be held by the same person. The Chairperson, Vice Chairperson, and Treasurer shall be members of the Board of Trustees, and none of these three (3) offices shall be held by the same person, consecutively, for a period of more than three (3) years.
Section 3.2 Term of Office; Resignation; Removal: Vacancies. Each officer shall hold office until the first meeting of the Board of Trustees after the annual meeting of Members next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon notice to the Board or to the Chairperson or Secretary. The Board of Trustees may remove any officer from his or her position as such with or without cause at any time. Any vacancy occurring in any office by death, resignation, removal, or otherwise, may be filled by the Board for the un-expired portion of the term of such office.
Section 3.3 Powers and Duties. The officers of the Church shall have such powers and duties as shall be stated in these Bylaws or as shall be assigned to them by the Board of Trustees and, to the extent not inconsistent with these Bylaws or any such assignment, as generally pertain to the respective offices, subject to the control of the Board.
Section 3.4 Chairperson. The Chairperson shall carry out all powers and duties vested in or assigned to him or her by the Board of Trustees, by law, or by these Bylaws. The Chairperson shall preside at meetings of the Board of Trustees and shall be ex-officio member of all committees of the Church except the Nominating Committee.
Section 3.5 Vice Chairperson. The Vice Chairperson shall carry out all powers and duties vested in or assigned to him or her by the Board of Trustees, by law, or by these Bylaws. In the absence or inability to act of the Chairperson, or upon request of the Chairperson, the Vice Chairperson shall preside at meetings of the Board of Trustees, and shall have and exercise all of the powers and duties of the Chairperson.
Section 3.6 Treasurer; Assistant Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Church and shall deposit all such funds in the name of the Church in such banks, trust companies, or other depositories as shall be selected by the Board of Trustees; shall maintain all such securities in one or more safe deposit boxes in such banks, trust companies or other depositories as shall be selected by the Board of Trustees; and shall be a member ex officio of each Standing or Ad Hoc Committee of the Church engaged in fundraising activities or in receiving or depositing or disbursement of funds other than the Minister’s (s’) Discretionary Fund. The Treasurer shall oversee accurate recording of all funds and securities of the Church and of all receipts, disbursements, and other transactions with respect thereto, and shall render report thereof at the annual meeting of the Members. The Treasurer shall carry out all powers and duties as may be vested in or assigned to the Treasurer by the Board of Trustees, by law, or by these Bylaws. Each Assistant Treasurer shall, subject to the supervision and direction of the Board of Trustees and the Treasurer, carry out all powers and duties as may be vested in or assigned to him or her by the Treasurer. The Treasurer and each Assistant Treasurer shall, at the expense of the Church, give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Trustees shall determine. This requirement may be waived, annually, by the Board of Trustees.
Section 3.7 Secretary; Assistant Secretaries. The Secretary shall have custody of the corporate records of the Church and shall be responsible for the preparation and maintenance of the membership rolls. The Secretary, or in his or her absence any Assistant Secretary, shall see that proper notices are given of meetings of the Members and of the Board of Trustees, and shall see that all other proper notices are given as required by these Bylaws. The Secretary or any Assistant Secretary shall keep the minutes of all meetings of the Members and of the Board of Trustees. The Secretary and each Assistant Secretary shall, subject to the supervision of the Board of Trustees, carry out all powers and duties as may be vested in him or her by the Board of Trustees, by law, or by these Bylaws.
ARTICLE IV – MINISTER(S)
Section 4.1 Election; Compensation. The Minister(s) shall be elected by vote of at least two-thirds (2/3) of the Members present who are entitled to vote at an annual meeting of Members or at a special meeting called for that purpose, where a quorum is present. The compensation of the Minister(s) shall be determined from time to time by vote of the Members at an annual meeting of Members or at a special meeting called for that purpose.
Section 4.2 Tenure; Vacancies. After election, the Minister(s) shall serve as such until his or her or their death, resignation, or removal. The Minister(s) may be removed by the vote of two-thirds (2/3) of the Members present and entitled to vote at an annual meeting of Members or at a special meeting called for that purpose. The Minister(s) may resign by written notice to the Board of Trustees, the Chairperson, or the Secretary. Any such removal or resignation shall be subject to such requirements regarding notice, and to such obligations, as may arise out of any contract for services between the Church and the Minister(s). Vacancies in the office of Minister(s), however created, shall be filled by vote of the Members in the manner provided in Section 4.1; provided, however, that until such action by the Members, any such vacancy may be filled with a temporary Minister(s) appointed by the Board of Trustees.
Section 4.3 Duties. The Minister(s) shall be responsible for the conduct of worship within the Church and the Church’s spiritual interests and affairs. The Minister(s) shall have freedom of the pulpit as well as freedom to express his or her opinion outside the pulpit. The Minister(s) shall serve as ex-officio member(s) of the Board of Trustees and of all committees of the Church except the Nominating Committee and any committee appointed to deal exclusively with the compensation, benefits, or terms or conditions of employment of the Minister(s) or to select his or her replacement or successor. The Minister(s) hire, evaluate the performance of, and if necessary, terminate the employment of all Church staff. The Minister(s) supervise all Church staff. The Minister(s) make annual salary recommendations for all Church staff.
Section 4.4 Fellowship. It shall be the obligation of the Minister(s) to apply for fellowship with the Unitarian Universalist Association.
ARTICLE V – COMMITTEES
Section 5.1 Nominating Committee. A Nominating Committee consisting of five (5) Members of the Church shall be elected to serve a two (2) year term and may be elected to serve a second consecutive two (2) year term, not to exceed two (2) consecutive two (2) year terms. Previous members of the Nominating Committee are eligible to serve again following a two (2) year break in service. Elections are held at each annual meeting of Members. The members of the Nominating Committee shall hold office until their successors are elected and qualified. The Nominating Committee shall prepare a slate of nominees for Moderator, voting members of the Board of Trustees, and for a succeeding Nominating Committee to be considered at the annual meeting of Members. No such action by the Nominating Committee shall preclude consideration by the Members of nominations made by other Members from the floor at any meeting of Members.
Section 5.2 Other Committees. The Board of Trustees shall appoint such other committees as the Board shall consider necessary or appropriate in pursuance of the purposes of the Church and the efficient conduct of its affairs.
ARTICLE VI – MISCELLANEOUS
Section 6.1 Allegiance. The Church acknowledges affiliation with the Unitarian Universalist Association as well as the Northern New England District of the Unitarian Universalist Association.
Section 6.2 Approval of Expenditures. No expenditure of Church funds may be made unless such expenditure is covered by the annual budget approved by the Members as provided in Section 1.5 or is otherwise approved by a majority of Members present and voting at an annual meeting of Members or at a special meeting called for that purpose; provided, however, that Church funds may be expended with the approval of the Board of Trustees if the amount to be expended does not exceed three (3) percent of the annual budget.
Section 6.3 Fiscal Year. The fiscal year of the Church shall begin January 1 of each year and end December 31 of that year.
Section 6.4 Borrowing. The Board of Trustees may authorize a line of credit for the Church to finance operating expenses, provided that the aggregate amount of such borrowing does not exceed one-twelfth (1/12th) of the total current annual budget.
Section 6.5 Amendments. These Bylaws may be amended or revoked by vote of at least two-thirds (2/3) of the Members present and entitled to vote at any annual meeting of members of the Church or at any special meeting called for that purpose.
Section 6.6 Remainder. Upon dissolution of the Church by vote of the membership, all real property owned by the Church shall vest with the then geographically nearest Unitarian Universalist Church or Fellowship.