Bylaws
As amended June 2005
The term ‘member’ shall be synonymous with the term ‘voting member’ throughout this document. The congregation covenants to promote the full participation of all Members in the activities of the Church.
A. Becoming a Member: Any person may become a Member who is in sympathy with its purposes and programs, who is at least sixteen (16) years of age, and who signs the membership book of record in the presence of the Minister or a member of the Board. No test of creed, of faith, of national origin, of race or color, of gender, of sexual or affectional orientation, of physical ability, or other similar test shall be imposed as a condition of membership.
B. Maintaining Membership: Membership is maintained through contributions of time and/or talent, through participation in its mission and activities, and through making an annual financial contribution of record.
C. Inactivation of Membership: Membership status is indefinite. Persons may be moved to “inactive” status
upon official review of the membership roll. Inactive members may be restored to active status should they indicate such a desire.
D. Membership Rolls: The Board Secretary is responsible for conducting periodic reviews, at least annually, to maintain accurate membership records in collaboration with the Minister and the Membership Chair. A report of membership changes shall be presented to the Annual Meeting.
E. Youth Membership: In order to demonstrate a personal commitment to this congregation and to Unitarian Universalist principles, an individual under the age of sixteen (16) may be considered for Youth Membership, following thoughtful discussion between the youth, the Minister and/or President, and the youth’s parent(s) or adult sponsor(s). Youth Membership may include a covenanting ritual with the congregation, and/or completion of a religious education curriculum. A Youth Member may participate fully in all activities and committees of the Church, but may not hold elective office, and may not vote at a meeting of the membership.
F. Associate Membership: Upon request of a member, or upon request of the Membership Committee with consent of the member, the membership status of that individual may be changed to Associate (nonvoting) status to reflect that person’s desire to remain formally connected to the congregation despite an extended absence from the area. Those who are designated as Associate members will not be included in the formal membership statistics submitted to the Unitarian Universalist Association, so that costs to the church will be restricted to mailings of the newsletter. Those who are in Associate membership status may request a return to Voting Member Status by written notice to the Membership Committee chair at any time.
II. MEETINGS OF THE CONGREGATION
A. Annual Meeting: Annual Meetings of the congregation shall be held for the following purposes:
1. electing members to the Board and to Committee positions specified in Section V of these bylaws,
2. approving revised membership rolls,
3. receiving the annual reports of the Minister, President, Secretary, Treasurer, Board liaisons, and
4. acting on other business set forth in the agenda which may properly come before the congregation.
This meeting shall be held in the fourth (4th) quarter of the fiscal year.
B. Called Meetings: Called Meetings of the congregation shall be held to obtain the advice or consent of the membership to authorize Board action. This may include the purchase of real property, approving unanticipated expenditures greater than five percent (5%) of the approved annual operating budget, and such other business as determined by the Board. A Notice of Called Meeting must include the purpose of the meeting and must be mailed a minimum of eight (8) days prior to the date of the proposed meeting. Such a meeting may be called by the Board or by a petition of twenty percent (20%) of the membership.
C. Quorum: A quorum is necessary for any congregational meeting to take official action. Except as otherwise specified in these bylaws, a quorum exists whenever twenty percent (20%) of the most recent certified membership is present. Exceptions requiring a greater percentage to qualify as a quorum will be agenda items which include the calling, dismissal, or acceptance of a submitted resignation of a Minister, which requires a quorum of fifty percent (50%) of the membership.
D. Process: Every effort will be made to reach decisions by consensus, however, business presented for congregational action may be approved or defeated by a simple majority vote with the following exceptions:
1. Agenda items which include the calling, dismissal or acceptance of a submitted resignation of a Minister, as set forth in Section IV of these bylaws, which require a 9/10 majority vote,
2. Agenda items that ask congregational action on Social Action proposals, following the process outlined in our Policy and Procedures Manual, which requires a 2/3 majority vote.
The Board shall consist of the President, President-Elect, Secretary, Treasurer and six (6) Members-At-Large. As individuals and as a group, the Board covenants to act in the best interests of the Church, to the best of their ability. Members of the congregation covenant to support the Board in their work representing the Church.
A. Responsibilities: Unless otherwise specified in this document, the duly elected Board will be responsible for all operations of the Church. These responsibilities shall include, without limitation:
- general charge of the property of the Church
- approval of all contracts and other written instruments to which the Church is a party
- preparation of a draft Church budget for approval or amendment at the Annual Meeting
- supervision and/or administration of all Church business
- creation of ad hoc committees
- approval of chairs of various committees
- designation of Board members as liaisons to areas of Ministry
- appointment of replacement Board members to fill vacancies until the next regular election cycle
- specification of particular functions of Officers
- designation of official delegates to represent the Church for District and UUA meetings
B. Executive Officers: Officers of the Congregation are elected to serve one-year terms and must be selected from the current membership rolls of the Church.
1. President: The President serves as Chair of the Board, is an ex officio member of all committees except Congregational Committees, presides at all meetings of the Board and of the congregation, represents the Church on all appropriate occasions, and may request reports from the Council and committees when deemed necessary.
2. President-Elect: The President-Elect shall assist the President in all necessary and appropriate ways, shall preside at all meetings of the Board or congregation in the absence of the President, shall serve as Chair of the Council, may make recommendations for committee chair positions, and, if for any reason the President is unable to serve, shall assume the office of President. Upon completion of a term of one year, the President-Elect shall assume the office of President.
3. Secretary: The Secretary shall keep an accurate record of meetings of the Board and called meetings of the congregation, shall notify members of the congregation and the Board of the time, place and purpose of meetings, may serve as Liaison for Congregational Life Ministry, shall maintain the membership rolls, and will perform other duties usually appropriate to the office, including providing drafts of the minutes of prior meetings to Board members, and posting approved Minutes for the congregation.
4. Treasurer: As Board Liaison for the Ministry of Finance, the Treasurer shall be responsible for the receipt and safekeeping of all financial and intangible property of the Church. The Treasurer shall supervise any person(s) who may be delegated to keep account of all receipts and expenditures, and pay salaries and bills authorized by the budget and/or the Board. Further, the Treasurer shall be responsible for submitting written monthly financial reports to the Board, and perform other duties as may be deemed necessary. All official records of the Treasurer remain the property of the Church. At the discretion of the Board, any or all persons responsible for the funds of the Church may be bonded with the cost of said bond paid by the Church.
C. Executive Committee
1. Composition: The Executive Officers of the Board (President, President-Elect, Treasurer, and Secretary) shall comprise the Executive Committee of the Board. A quorum of the Executive Committee exists when any three (3) of these officers are present.
2. Functions: The Executive Committee may consider all business of the Board, set agendas, and make recommendations to the Board. Under conditions of urgency, the Executive Committee may transact business on behalf of the Board. To the extent permitted by law, decisions of the Executive Committee may be rescinded, abridged or amended by the full Board at its next regular or special meeting.
D. Members-At-Large: There shall be six (6) Members-At-Large of the Board. Three (3) of these members shall be elected each year for a term of two (2) years such that at any one time, half will be in their first year of service and half will be in their second year of service in a rotating cycle. Each member shall serve as a Liaison to a Ministry function of the congregation, thereby being responsible for regular reports to the Board and supervising the submission of an annual report to the Congregation.
E. Term of Service: Trustees shall be elected at the Annual Meeting of the congregation. Terms of the members will coincide with the fiscal year of the Church. Members of the Board may serve no more than five (5) consecutive years. No member may hold more than one Board position or serve on the Committee on Ministry while holding a Board position.
F. Meetings of the Board
1. Open Meetings: All meetings of the Board are open meetings unless otherwise specified. A closed meeting may be declared by a two-thirds vote of those Board members present, only in order to transact business which is sensitive and private in nature. Members of the Church are invited to attend and may have a voice in open meetings of the Board.
2. Time and Place: At a minimum, the Board shall meet monthly at a regularly scheduled meeting time and place. Additional meetings may be called as necessary to conduct the business of the Congregation. A called meeting of the Board will occur upon request and notification by the President or a member of the Executive Committee.
G. Quorum: A quorum of the Board consists of a simple majority of the Board members and must include either the President or the President-Elect. A quorum must be present in order for the Board to transact business.
H. Board Vacancies: A majority of the Board may vote to replace an Officer or Member-At-Large who misses three (3) consecutive meetings without just cause, resigns, or who in other ways is unable or fails to fill his/her responsibilities. The Board may request a list of candidates from the Nominating Committee. A person so appointed will serve until the next Annual Meeting at which time the position shall be filled by nomination and congregational election.
A. Calling a Minister
1. Ministerial Search
a. Search Committee Appointment: In the event of a ministerial vacancy, the Board is responsible for ascertaining and following UUA- recommended procedures before appointing a Search Committee, consisting of not less than five (5) and not more than ten (10) members, (preferably none of whom are members of the Board), who represent a cross-section of the general membership, to seek suitable candidates for the professional ministry of the congregation.
b. Guidelines: The Board will familiarize itself with the UUA guidelines for conducting
Ministerial searches and will instruct the Search Committee as to the appropriate procedures.
c. Recommendation: Upon completing the search process, the Search Committee shall make appropriate recommendation(s) to the Board.
2. Calling a Professional Minister: The Board shall review the recommendation of the Search Committee for appropriate referral to the general membership at a called meeting of the congregation. At such a meeting a minister may be called by no less than a nine-tenths (9/10)-majority vote. If the vote is not successful, the Board may take appropriate action to make other arrangements, and/or re-initiate the process.
B. Professional Ministry
1. Letter of Agreement with Minister: The Board of Trustees, with the assistance of the Search Committee, participates with the Minister in drafting a Letter of Agreement. The Letter includes the general responsibilities of the Minister, the Minister’s employment package, and guidelines for supervision of ministerial staff. The Minister’s package includes provisions for compensation, vacation, pulpit leave, and other negotiable benefits.
2. Minister’s Privileges and Responsibilities
a. Free Pulpit: The Minister enjoys a free pulpit in accordance with the traditions of Unitarian Universalism, and is accorded freedom to speak the truth, as the Minister understands it, in the congregation and the community.
b. Supervisory Position: The Minister supervises all ministerial staff of the Church.
c. Board of Trustees: The Minister attends the meetings of the Board as a non-voting member whenever possible, and is free to express opinions and make suggestions on all topics.
d. Ministries & Committees: The Minister serves as an ex officio member of all committees and is free to express opinions and make suggestions without vote.
3. Dismissal of a Minister: The dismissal of a Minister requires a two-thirds (2/3) majority of the membership present at a called congregational meeting. The vote is by written secret ballot. In case of dismissal, the salary of the Minister shall continue for a period of not less than three (3) months from the date of an affirmative vote for dismissal unless circumstances dictate otherwise, as determined by the Board. Conditions for compensation are followed as specified in the Minister’s Letter of Agreement.
4. Resignation of a Minister: The Minister is expected to give three (3) months notice before terminating services unless alternate conditions are mutually agreed upon by the Board and the Minister. Conditions for compensation are to be followed as set up in the Letter of Agreement. If a Minister resigns, a meeting of the congregation shall be called, at which a majority vote of the membership present is necessary for
5. Interim Minister: In the event an interim minister is employed, approved UUA procedures will be followed.
C. Committee on Ministry
1. Function: The function of the Committee is to optimize the effectiveness of the ministry of the Congregation by consulting with the Professional Minister and to the Board toward this end, acting as liaison between the Minister, the Board, and the Congregation.
2. Structure:
a. Composition: The committee shall consist of three (3) members. The Minister serves as an ex officio member. None of the members of the Committee may be members of the Board.
b. Formation: Upon calling a Minister, the Search Committee may serve as the Committee on Ministry for the initial six (6) months of a new ministry. No later than two (2) weeks prior to the sixth (6th) regularly scheduled board meeting from the date of employment, the Minister may submit a list of at least six (6) names to the Board, from which the members of the Committee are chosen by the Board at the next regularly scheduled Board meeting after receipt of the list. Whenever a committee vacancy occurs, the Minister shall submit a list of at least two (2) names for each vacancy to the Board for their selection and approval.
3. Terms of Members: For the initial committee, to provide continuity, one (1) member shall serve a three (3) year term, one (1) member shall serve a two (2) year term, and one (1) member shall serve a one (1) year term on a rotating basis, as designated by the Board at the time of the member’s appointment. All vacancies shall be filled thereafter to complete cycles of three (3) year terms. The Committee may, at the discretion of the Board, be disbanded or continue to serve upon the departure of the Minister.
4. Committee Responsibilities: In accordance with the ministerial covenant and Letter of Agreement, the Committee presides over periodic reviews and evaluation of the total Ministry of the church as well as the performance of the called professional Minister. The Committee also reviews the compensation, benefits, and expense allowances of the Minister and makes recommendations to the Finance Committee and the Board regarding the terms of the Letter of Agreement for the annual budget.
5. Committee Recommendations:
a. Special Recommendations: The Committee may make special recommendations to the Board and the Congregation, which may include conferring honors, extending, reducing or broadening the Minister’s responsibilities and authority, providing the Minister with assistance and support, and dismissal of the Minister.
b. Time Away: In collaboration with the Worship Committee and the approval of the Board, the Committee may recommend appropriate timing and arrangements for sabbatical and other major ministerial absences from the congregation.
D. Ministry Associates:
1. Functions: The Ministry Associates are laypersons who may serve the congregation by sharing and augmenting certain functional work of the lay leadership and the professional Minister(s) in particular areas, under the overall supervision and coordination of the Committee on Ministry (“the Committee”).
2. Structure:
a. Composition: Periodically (no more frequently than annually), at the discretion of the Committee and with the guidance of the Minister(s), laypersons may apply to the Committee for special training in specific and/or general areas of Ministry in order to be eligible to serve as Ministry Associates to and on behalf of this congregation and/or the Augusta community.
b. Investiture: Upon acceptance to the program and completion of the recommended course of study and practice under the supervision of the Committee and the Minister, the names of the proposed Ministry Associate(s) shall be submitted to the Board for approval and investiture for a specified term of service. The ritual of investiture shall be held in an open public worship service.
c. Authorization for conducting ritual: In the appointment of each Ministry Associate, the Board is authorized to designate one or more Ministry Associates with the specific powers to preside, conduct, and formally officiate at rites of passage in and for the congregation and community, particularly ceremonies of marriage and union, with the full powers as provided by the laws of this State for ministers of any congregation.
3. Term(s): The Ministry Associate(s) shall serve for staggered terms of not less than one year, nor more than two years, before a full review and report of their functions and performance by the Committee and the Minister(s), a summary of which shall be provided to the Board as a part of any recommendation for renewal or reappointment.
A. Congregational Committees: The Congregational Committees of the Church are the Ministry, Nominating, Personnel, Search and Endowment Committees.
1. Ministry Committee: Refer to Section IV of these By Laws.
2. Nominating Committee
a. Composition: The Nominating Committee will consist of five (5) elected Members-At-Large. Members-At-Large shall be members of the congregation who are nominated for office by the preceding Nominating Committee and duly elected during the Annual Meeting of the congregation or appointed in accordance with these bylaws.
b. Nominations: This committee shall present one or more nominations for President-Elect, Secretary, Treasurer, three (3) Members-At-Large, one (1) nominee for the Personnel Committee, five (5) nominees for the Nominating Committee, and such nominees as are necessary to fill vacancies which may have occurred. These nominations shall be sent to all members at least fourteen (14) days in advance of the election. Additional nominations for any office may be made from the floor at the time of the election, with proof of consent of the nominee.
c. Filling Vacancies: Should vacancies occur on the Board or other congregationally-elected positions, the Nominating Committee shall aid the Board in filling those vacancies by providing a list of interested and eligible candidates within two weeks of being apprised of the vacancy.
3. Personnel Committee
a. Composition: The Personnel Committee shall consist of four (4) members, consisting of one member of the Executive Committee of the Board, one Member-At-Large elected by the congregation, one Member-At-Large appointed by the Board, and one additional Board Member selected by the Board. At least one member shall be a member of the Finance Committee.
b. Duties: The Personnel Committee, in conjunction with the Minister, will be responsible for oversight of all non-ministerial positions, including job descriptions, supervision of annual performance reviews, construction of compensation packages, and overseeing compliance with Church policies, grievance procedures, and other personnel guidelines.
4. Search Committee: Refer to Section IV of these bylaws.
5. Endowment Committee:
a. Composition: The composition of the Endowment Committee shall be as determined by the Endowment Resolution.
b. Responsibilities: The Endowment Committee shall be custodians of the Endowment Fund.
B. Functional Ministries of the Congregation: The Congregation will be served by at least eight designated Functional Ministries, with Board liaisons, which shall include Celebrations, Communications, Congregational Life, Education, Financial Affairs, Resources, Social Justice, and Worship. Appropriate committees or task groups will be formed with appropriate Chairs or officers (subject to Board approval) to perform necessary and helpful functions and duties in the life of the Church.
1. Committee functions: The primary functions of the various committees shall be approved by the Board, and may be further specified or delineated by the Council.
2. Committee Chairs.
a. Terms: The Chair of each committee shall be appointed by the Board for a term of one year or until successor has been appointed. The Board will fill vacancies of committee chair positions as needed.
b. Responsibilities: Chairs are responsible to communicate with and report to the appropriate Board liaison, shall serve as representatives to the Council, and shall regularly report to the Council on the activities of the committees. In addition, the Board may request specific committee reports.
C. Council: The Council shall consist of Chairs of all Committees, with the President-Elect as Council Chair.
1. Meetings: The Council will meet at least quarterly at a time and place to be determined by the Chair.
2. Responsibilities: The council shall have general responsibility for coordination of the functional Ministries of the Congregation and their programs. This will include such functions as facilitating communication, scheduling, training, and developing plans and guidelines for committee activities. The Council will also coordinate program budget proposals for Board review and approval. It may also recommend changes to the Board. The President-Elect, as Council Chair, will report to the Board on the meetings of the Council.
The Board shall establish one or more endowment funds, whose purposes, governance, and operational procedures shall be defined by a special resolution to be adopted by majority vote of the congregation.
The fiscal year shall begin on 1 July and end on 30 June.
A. Process: These bylaws, so far as allowed by law, may be abridged, amended or repealed by a two-thirds (2/3) vote of those members present and voting at a duly called meeting of the Congregation. Changes may be proposed by the Board of Trustees or by petition of twenty percent (20%) of the membership.
B. Notice: Notice of proposed changes in the bylaws shall be presented in full in the notice of the meeting, given in accordance with the rules governing the notification of a Called Meeting under Section II-B of these bylaws.
The effective
date of this document is intended to be the day following congregational
approval by ratification at a congregational meeting called for