BYLAWS
BOONE
UNITARIAN UNIVERSALIST FELLOWSHIP
ARTICLE 1. NAME
The name of this religious society shall be the Boone Unitarian Universalist Fellowship.
ARTICLE 2. PURPOSE
The purpose of this Fellowship is to promote the cause of liberal religion and the principles of the Unitarian Universalist Association within our congregation and the larger community, thereby furthering the religious journey of all members and friends.
ARTICLE 3. NON-PROFIT STATUS
As a chartered Non-profit Corporation, this Fellowship collects and distributes financial resources. In so doing, no officer, trustee, or member may derive a pecuniary, non-charitable benefit from its operation; nor may the Fellowship issue stock or declare or distribute dividends; and no part of its investments or income shall inure to the non-charitable benefit of any member.
ARTICLE 4. AFFILIATION
This Fellowship shall be a member of the Unitarian Universalist Association and of the Thomas Jefferson District of the Unitarian Universalist Association.
ARTICLE 5. MEMBERSHIP
Section 5.1--Becoming
a Member
Any person, regardless of race, color, disability, age, creed, sexual orientation, gender or national origin, may become a member of this Fellowship provided that person
a. is in sympathy with the Fellowship’s purpose and program;
b. is at least 16 years of age;
c. has met with the membership chairperson, the President of the Executive Board, or other person(s) designated by the Executive Board in order to discuss the rights and responsibilities of membership; and
d. agrees to sign the Membership Book.
Each new member shall receive a copy of these bylaws.
Section 5.2--Maintaining Membership
Membership is maintained through contributions of time, talent, and financial commitment consistent with one’s personal resources.
Section
5.3--Termination of Membership
Membership may be terminated by
a. written resignation sent to the Secretary of the Fellowship;
b. death;
c. reason of no known address for a period of twelve (12) months;
d. disruptive behavior as defined by the Boone Unitarian Universalist Policy and Procedures Handbook;
e. decision by the Executive Board after two (2) consecutive years as an inactive member.
Section 5.4--Inactive
Member Status
A member who no longer supports or participates in the life of the Fellowship for a period of twelve (12) months may be listed as an “Inactive Member”. Inactive members may be restored to full membership by renewed participation in the life of the Fellowship.
Section 5.5--Reinstatement of Membership
Any past member may be reinstated by agreeing to affirm the conditions of membership cited in Article 5, Section 5.1.
Section 5.6--Members’ Rights
Each active member of the Fellowship is accorded the following rights and privileges:
a. to enjoy freedom of religious belief;
b. to vote on all issues that come before a Congregational Meeting;
c. to receive pastoral care from the minister without fee;
d. to serve on the Board of Trustees if nominated and elected;
e. to serve on any committee;
f. to attend any Fellowship meeting as defined herein (Article 6, Section 6.1.1);
g. to influence the direction and focus of the Fellowship’s actions related to such matters as policy and social concerns;
h. to use the facilities of the Fellowship in accordance with the Boone Unitarian Universalist Policy and Procedures Handbook.
New members may exercise item (b) above thirty (30) days
after signing the Membership Book.
Section 5.7--Friends of the Fellowship
The Boone Unitarian Universalist Fellowship recognizes that there are those who attend and associate themselves with the Fellowship, but who do not choose to become members. This congregation and these Bylaws recognize this fact and welcome such individuals as valued Friends of the Fellowship. Friends of the Fellowship are accorded the rights and privileges stated in Article 5, Section 5.6, except items (b), (d) and (h). Friends of the Fellowship shall not be considered members for purposes of reporting active members to the Unitarian Universalist Association or to the Thomas Jefferson District of the Unitarian Universalist Association.
Section 5.8--Membership Roll
The Fellowship shall maintain a membership roll that includes active and inactive members and Friends of the Fellowship.
ARTICLE 6. GOVERNING STRUCTURE
Section 6.1--Congregational Polity
The Boone Unitarian Universalist Fellowship adheres to the democratic principle that the members of the congregation hold unrestricted authority over the purposes, principles, policies, and procedures to which this Fellowship is committed. To this end, the members have approved these Bylaws and elected an Executive Board which holds the responsibility to conduct the business and administration of the Fellowship. Additionally, the Fellowship supports and joins with the Unitarian Universalist Association and with its regional office, the Thomas Jefferson District, in order to promote and focus attention upon our Unitarian Universalist principles. However, in all matters this Fellowship acts independently and retains its autonomy. At their discretion, the members of the Fellowship may adopt and amend the Bylaws; adopt or amend the budget presented by the Executive Board; elect and remove officers and trustees; call and remove a settled minister; and sell or rent properties belonging to the Fellowship. In most matters, these Bylaws provide for majority rule, except for certain matters as specified herein.
Section 6.1.1--Conduct of Fellowship Meetings
“Fellowship Meetings” means meetings of the Congregation, Executive Board, and Standing Committees, but not Special Committees, subcommittees, or ad hoc committees. At all Fellowship Meetings, decision making by consensus may be used except when considering matters of great importance as specified in Article 8. At all Fellowship Meetings, parliamentary procedure as defined in Robert’s Rules of Order (current edition) shall apply. All meetings shall be open to any member or friend of the Fellowship except in cases when the Executive Board goes into closed Session (Article 6, Section 6.5.1). All in attendance at any Fellowship Meeting may speak or present written statements. All spoken or written statements shall be included in the minutes of the meeting.
Section 6.2--Composition of the Executive Board
The Executive Board shall consist of nine (9) Trustees, to include the President, the President-Elect, the Secretary, the Treasurer, the Immediate Past President, and four (4) non-officer Trustees.
Section 6.2.1--Qualifications
All members of the Executive Board shall be voting members of the Fellowship and shall have been members of the Fellowship for at least one (1) year.
Section 6.2.2--Terms of Office
The President, the President Elect, the Secretary, and the Treasurer shall be elected at the Annual Meeting and shall serve for a term of one (1) year which shall coincide with the Fellowship’s fiscal year. Two (2) Trustees shall also be elected at each Annual meeting and shall serve for a term of two fiscal years following their election.
Section 6.3--Responsibilities and Duties of the Executive Board
The Executive Board, as the duly elected governing body of the Fellowship, has broad discretion to conduct the business of the Fellowship and administer its operation. The Executive Board’s authority is derived from the members of the Fellowship who retain the right to direct, amend, or correct actions of the Executive Board when a majority of the members believe that such action is necessary. The duties and responsibilities of the Executive Board are set forth in the Boone Unitarian Universalist Fellowship Policy and Procedures Handbook.
Section 6.3.1--Restrictions on the Powers of the Executive Board
The Executive Board of the Boone Unitarian Universalist Fellowship may not
a. make a contract in excess of five thousand dollars ($5,000) unless provided for in the annual budget or approved by a simple majority vote of the membership at a regular or specially called meeting;
b. incur a debt in excess of five thousand dollars ($5,000) unless provided for in the annual budget or approved by a simple majority vote of the membership at a regular or specially called meeting;
c. dispose of assets in excess of five thousand dollars ($5,000);
d. sell or lease property without a vote of the membership at a regularly or specially called meeting;
e. call a settled minister without a vote of the membership at a regularly or specially called meeting;
f. amend the bylaws without a vote of the membership at a regularly or specially called meeting;
g. change any provisions of the Endowment Fund without a vote of the membership at a regularly or specially called meeting;
h. dissolve the Corporation without a vote of the membership at a regularly or specially called meeting.
Section 6.4--Vacancies
The Executive Board shall fill vacancies which occur among the officers or trustees. Persons appointed shall be qualified as in Article 6, Section 6.2.1. Persons appointed shall serve until the last day of the current fiscal year.
Section 6.4.1--Immediate Past President
In the event that the Immediate Past President is unable to serve or there is no immediate Past President, the Board of Trustees shall appoint a ninth Trustee whose term shall end on the last day of the current fiscal year.
Section 6.5--Meetings of the Executive Board
Meetings of the Executive Board shall be regularly scheduled with a minimum of six (6) meetings per year. Each regularly scheduled Board Meeting shall have an agenda that is distributed to Board members and made available to the membership prior to the meeting. A quorum of the Executive Board shall consist of five Board members including either the President or the President-Elect. All Executive Board meetings shall be open to members and friends. Minutes of all Board meetings shall be recorded by the Secretary with copies distributed to the board and made available to the membership in a timely manner prior to the next meeting of the Executive Board. Minutes and Treasurers’ reports shall be kept in an archival book in the Office of the Fellowship.
Section 6.5.1--Closed Sessions
The Executive Board may go into Closed Session in only the following situations:
a. to discuss personnel (volunteer and salaried);
b. to discuss any potential litigation;
c. to discuss the sale or purchase of real property.
The decision to go into Closed Session shall be made by a majority of those Board members present in the open meeting. Any matter voted upon while the Board is in Closed Session shall not be official until it is made a matter of record in an open session.
Section 6.6--Removal of Members of the Executive Board
Three absences from Board meetings during one (1) year by a member of the Board without prior notification to the President or Secretary shall be tantamount to resignation. Executive Board members may also be removed for breach of trust or gross misconduct by a vote of five (5) members of the Executive Board or by a vote at a Congregational Meeting.
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Section 6.7--Rituals of the Fellowship
The Congregation and the Executive Board shall have the authority to designate persons to perform marriages and other rituals of the fellowship.
ARTICLE 7. ANNUAL CONGREGATIONAL
MEETING
Section 7.1--Month and Day
The Annual Congregational Meeting shall be held on the first Sunday in June at a time and place fixed by the Executive Board.
Section 7.2--Agenda Call
The Executive Board shall issue an Agenda Call to the congregation on or before the first Sunday in April. The purpose of this call shall be to procure for the final agenda any business individual members may wish to have addressed at the Annual Congregational Meeting. The process by which the Agenda Call is made is described in the Boone Unitarian Universalist Fellowship Policy and Procedures Handbook.
Section 7.3--Notice of the Annual Congregational Meeting
The business to be transacted at the Annual Congregational Meeting (or other Special Congregational Meetings as described in ARTICLE 8) shall be set forth in a meeting notice sent to all members and sent at least twenty-one (21) days prior to the meeting. All notices shall be posted on the fellowship website and sent via US Mail. In addition, an e-mail message is an acceptable form of notification provided it meets the twenty-one (21) day requirement. The notice of meeting shall include the agenda for that meeting.
Section 7.4--Business of the Annual Congregational Meeting
At the Annual Congregational Meeting, the following business must be conducted:
a. receive reports from Officers, Trustees, and Committees;
b. adopt a budget for the ensuing fiscal year;
c. elect Officers, Trustees, and Nominating Committee members;
d. transact additional business that may come before those present at the Annual Congregational Meeting.
Section 7.5--Quorum
For the Annual Congregational Meeting, fifty (50) per cent of the membership, including written proxies and absentee ballots, shall constitute a quorum.
Section 7.5.1--Extraordinary Circumstances
Should any of the items described in ARTICLE 8 be on the agenda for the Annual Congregational Meeting, the quorum requirements for Special Congregational Meetings described in that article shall apply.
Section 7.6--Ballot Voting
The decision to use the ballot system of voting shall be made by the eligible voters present at any Congregational Meeting. Such ballots shall be secret.
Section 7.6.1--Absentee Ballots
Absentee ballots shall be made available upon request by voting members unable to attend congregational meetings. The process of providing absentee ballots is set forth in the Boone Unitarian Universalist Fellowship Policy and Procedures Handbook.
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Section 7.7--Proxies
A proxy is defined as a written document authorizing a member of the congregation to act for another member; as such, a proxy holder has the authority to vote proxies according to what transpires during the conduct of a Congregational Meeting. No person shall exercise more than three (3) written proxies at any one meeting. The process for proxy holding is set forth in the Boone Unitarian Universalist Fellowship Policy and Procedures Handbook.
Section 7.8--Nominations from the Floor
Any member meeting qualifications set forth in Article 6, Section 6.2.1 may be nominated for any elective position from the floor of a Congregational Meeting by another member. A member so nominated must give consent to be a nominee.
Section 7.9--Voting on Questions
An affirmative vote of more than fifty (50) per cent of those present and voting, including absentee ballots and proxies shall be required for passage of a motion except as set forth in ARTICLE 8.
Section 7.10--Recording of Votes
The results of all votes taken during Congregational Meetings shall be recorded by the Secretary or other designated person(s) and made available to the congregation in all of the following ways:
a. in the minutes of the meeting;
b. in the next newsletter;
c. on the website.
Section 7.11--Minutes of Congregational Meetings
Minutes of every Congregational Meeting shall be taken by the Secretary or other designated person. Minutes shall include a record of signatures of voting members in attendance, of absentee ballots and of proxies at all meetings where business is done. Minutes shall be made available to the membership in a timely manner and shall be kept in an archival book in the office of the Fellowship.
ARTICLE 8. SPECIAL CONGREGATIONAL MEETINGS
Special Congregational Meetings may be called at any time by the Executive Board or by written request of ten (10) members. Calls for Special Meetings shall be sent to members twenty-one (21) days prior to the date of the meeting by posting on the website, by US Mail, and by e-mail. Such notice shall specify the business to be transacted at the meeting. Certain business matters shall require a Congregational Meeting; they are
a. making a contract in excess of five thousand dollars ($5,000);
b. incurring a debt in excess of five thousand dollars ($5,000);
c. disposing of assets in excess of five thousand dollars ($5,000);
d. selling or leasing property;
e. calling a settled minister;
f. amending the bylaws;
g. changing the provisions of the Endowment Fund;
h. dissolving the Corporation.
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These categories of business shall require a quorum of sixty (60) per cent of eligible voters, including proxies and absentee ballots, and a seventy (70) per cent affirmative vote of votes cast for passage of a motion.
ARTICLE 9. COMMITTEES
Section 9.1--Standing Committees
Much of the work of the Fellowship is carried out by Standing Committees. These Standing Committees are
a. Facilities
b. Finance
c. Religious Education
d. Program
e. Social Action
f. Membership
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Chairpersons of the Standing Committees are appointed by the President in consultation with the Executive Board.
Section 9.1.1--Duties of Standing Committees
The Standing Committees and their duties are set forth in
the Boone Unitarian Universalist Policy
and Procedures Handbook.
Section 9.2--Other Committees and Their Functions
In addition to Standing Committees, other committees may be appointed by the President with the advice of the Executive Board.
Section 9.2.1--Ad Hoc Committees
The President and the Executive Board may appoint ad hoc committees as they see fit. Ad hoc committees shall cease to exist when their appointed tasks are completed.
Section
9.2.2--Nominating Committee
The Nominating Committee shall consist of three members nominated from the floor at the annual Congregational Meeting and shall elect its own chairperson. Members may serve no more than two (2) successive terms and may not be members of the Executive Board. The Nominating Committee shall present at the Annual Congregational Meeting a slate of candidates for positions to be filled for the next fiscal year, and, when requested to do so, present a slate of candidates for special congregational elections or search committees. Any slate of nominees shall be included in the Notice of Congregational Meeting for that vote (Article 7, Section 7.3), and nominations may also be made from the floor.
Section 9.2.3--Search Committees
a. Ministerial Search Committee: When it is agreed that the Fellowship shall employ a Settled Minister, a Search Committee shall be elected for the purpose of identifying, screening, and bringing to the Fellowship for consideration, candidates for that position. The Search Committee shall consist of one (1) Board Member and six (6) voting members. The Nominating Committee shall submit the nominees to be voted upon at a
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Congregational Meeting called for such purpose. Nominees shall also be accepted from the floor.
b. Other Search Committees: The Executive Board shall appoint search committees for interim ministers or for positions other than a minister, at its discretion, provided that the position has been funded in the Fellowship’s budget. In these cases, the Search Committee must consist of at least three (3) members, none of whom may be a member of the Executive Board.
ARTICLE 10. MINISTER
Section 10.1--Qualifications
The settled Minister of this Fellowship shall have ministerial fellowship with the Unitarian Universalist Ministerial Association and with the Unitarian Universalist Association. Race, color, disability, age, sexual orientation, gender, marital status, or national origin shall have no bearing on the choice or retention of a Minister.
Section 10.2--Calling and Dismissing a Minister
a. A Minister shall be called upon recommendation of the Ministerial Search Committee and by at least a seventy (70) per cent favorable vote, including proxies and absentee ballots, at a Congregational Meeting called for that purpose. A quorum for such a meeting shall be sixty (60) per cent of members, including proxies and absentee ballots.
b. A Minister may be dismissed only by a Congregational Meeting called for that purpose. A quorum for such a meeting shall be sixty (60) per cent of the members, including proxies and absentee ballots. Seventy (70) per cent of votes cast will be required to dismiss the Minister.
Section 10.3--Interim Minister
The decision to seek an Interim Minister shall be made at any Congregational Meeting that includes such in a decision in its call. A quorum for such a meeting shall be fifty (50) per cent of members, including proxies and absentee ballots. Seventy (70) per cent of the votes cast shall be required to authorize the search for an Interim Minister. An Interim Minister shall have the qualifications of Minister as set forth in Article 10, Section 10.1. The Executive Board shall employ the Interim Minister upon the recommendation of the Search Committee (Article 9, Section 9.2.3.b). The Board shall specify the compensation and conditions of employment for the Interim Minister. The Board shall follow the guidelines of the Unitarian Universalist Association.
ARTICLE 11. FISCAL YEAR
The fiscal year for the Boone Unitarian Universalist Fellowship shall commence on July 1 and shall end on June 30 of the following year.
ARTICLE 12. AMENDMENTS TO THESE BYLAWS
These bylaws may be amended, replaced, or rescinded at any Congregational Meeting of the Fellowship, as provided for in Article 8.
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ARTICLE 13. DISSOLUTION
Should the Boone Unitarian Universalist Fellowship cease to
function and the membership vote to disband, after payment of any outstanding
debts, remaining assets of the Fellowship shall be transferred to the Unitarian
Universalist Association of Churches and Fellowships in
ARTICLE 14. INDEMNIFICATION
The Boone Unitarian Universalist Fellowship shall indemnify any person who is or was an employee, agent, representative, or member of the Executive Board against any liability asserted against such person and incurred in the course and scope of his or her duties or functions within the Fellowship to the maximum extent allowable by law, provided the person acted in good faith and did not engage in an act or omission that was intentional, willfully or wantonly negligent, or done with conscious indifference or reckless regard for the safety of others. The provisions of this article shall not be deemed exclusive of any other rights to which the person may be entitled under any bylaws, agreement, insurance policy, vote of members, or otherwise.
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Effective Date of These Bylaws:
The undersigned certify that the foregoing Bylaws have been
adopted this date by vote of the congregation as the Bylaws of the Boone
Unitarian Universalist Fellowship, UUA, and are effective this _______ day of
March, 2006. These Bylaws revise and
supercede the edition of
_______________________________________________
Zan Landowne, President
Boone Unitarian Universalist Fellowship
_______________________________________________
Phoebe Pollitt, Secretary
Boone Unitarian Universalist Fellowship