Unitarian Universalists of Clearwater

Bylaws

 

Amended and Restated as of October 21,2007

 

 

 

Article 1: Name                       

 

The name of this religious society shall be the Unitarian Universalists of Clearwater, Florida (UUC).

 

Article 2: Purpose

 

As a religious community, the purpose of UUC is to affirm and promote:

      ·     The inherent worth and dignity of every person

      ·     Justice, equity and compassion in human relations

·            Acceptance of one another and encouragement to spiritual growth in our congregation 

·     A free and responsible search for truth and meaning;

·     The right of conscience and the use of the democratic process within our congregation and society at large

·     The goal of world community with peace, liberty, and justice for all

·     Respect for the interdependent web of all existence of which we are a part.

 

Article 3: Nondiscrimination

 

UUC affirms and promotes the full participation of persons in all its activities and endeavors

including membership, programming, hiring practices, and the calling of religious professionals,

without regard to race, color, gender, physical or mental challenge, affectional or sexual

orientation, class or national origin.

                                             

        Article 4: Denominational Affiliation

 

UUC shall be affiliated with the Unitarian Universalist Association (UUA) and other affiliated groups within the denomination, while maintaining its corporate and political autonomy. 

 

        Article 5: Membership

 

Section 1:            Membership

            Membership is open to any person 14 years or older who is in agreement with our principles and purposes. To become a member, a person must sign the membership book, submit a written, annual financial pledge, and make a contribution of record..

            Voting privileges begin 30 days after signing the membership book. Definition of financial commitment, amounts, and waivers may be established by the Board of Trustees ( hereinafter known as “The Board”) or Congregation. Voting status established in one fiscal year will extend through the first three months of the next fiscal year.

Verification of the membership roll shall be done at least annually.

 

Section 2:            Pledging Friend

            A pledging friend pledges and pays support to UUC but does not seek membership.

 

Section 3:            Termination and Restriction of Membership

            Membership shall be terminated upon written request of the member or by the Board upon

confirmation that the member no longer wants to continue membership, has moved away, cannot be located, or is completely non-participating.

            Those who have not fulfilled their membership requirements shall not be counted in any UUC census until their status is clarified.

            The Board may not revoke or restrict an individual’s membership except in accordance with written policies and procedures approved by a majority of members voting in a Congregational Meeting. Any such policies and procedures shall require at least (1) the appointment of an Ombudsman to advise and guarantee fairness and all due process for any potential terminee, and (2) a majority vote of members in a Congregational Meeting to terminate an otherwise valid membership.

 

Article 6: Congregational Meetings

 

Section 1:            Annual Congregational Meeting

            An Annual Congregational business meeting shall be held between March 15 and May 21 at such time and place as designated by the Board. The agenda shall include adoption of the annual budget, election of Officers, Trustees, Nominating Committee members and two members of the Congregational Committee on Ministry, and other business as appropriate.

            At the Annual Meeting, the Board shall present to the Congregation a balanced budget, in which  projected recurring and nonrecurring revenue equals projected operating and capital expenditures for the coming year. The Board may also present and recommend an unbalanced budget in which projected operating and capital expenditures exceed projected recurring and nonrecurring revenue for the year. Such a recommendation must include an explanation for these additional expenditures along with a recommended source of funds to cover any shortfall.  Any voting member may present amendments to a Board-proposed budget. The adoption of such amendments requires approval by two-thirds of those voting.

 

Section 2:            Special Congregational Meetings

            Special Congregational Meetings may be called by the Board or upon receipt of a written petition requesting such a meeting signed by at least twenty percent (20%) of all Voting Members.

            A call for a Special Congregational Meeting, either by the Board or by petition, shall state the general business purpose or issue(s) to be addressed at the meeting. Consideration may be given to any applicable motion, proposal or solution relating to the stated business of the meeting. No vote may be taken regarding to any other business.

 

Section 3:             Proxy Privileges

The privilege to vote by proxy shall be granted to any member who is unable to attend any Congregational Meeting. A signed, Board approved proxy form shall be submitted either to the Board Secretary or President. The named proxy shall be either the Board Secretary or a voting member of the petitioner’s choice. Proxy votes shall not be solicited.

 

Section 4:            Notice of Congregational Meeting

            A “Notice of Congregational Meeting” shall be issued by the Board Secretary and sent to all members at least fifteen (15) days prior to the meeting. The Notice will include the meeting’s date, time, location and the business to be transacted.

 

 

Section 5:            Quorum and Required Vote

            Except as otherwise noted in these Bylaws, twenty percent (20%) of the Voting Members shall constitute a quorum at all Congregational Meetings and any action taken by the Congregation shall require a majority of those voting where a quorum has been established. The proxy votes shall be considered in determining a quorum.

 

 

Article 7: Elections

 

Section 1:            Annual Elections

            At each Annual Congregational Meeting, the Voting Members shall elect:

   ·A President-Elect to serve a one-year term and thereafter to succeed to the office of the

                   President

         ·A Secretary

         · A Treasurer

         ·Three Trustees

         ·Two Alternate Trustees designated First and Second, respectively

         ·Interim Trustees, if needed

         ·Members of the Nominating Committee as specified in Article 7, Section 7

         ·Two members of the Committee on Ministry

 

Section 2:            Contested Elections

            Any contested election (e.g., occasioned by floor nominations) shall be decided by a plurality of those voting.

 

Section 3:            Eligibility to Serve        

Only Members having at least one year’s membership may serve in any elected position.

 

Section 4:         Succession to Office

            People elected at the Annual Meeting shall assume their positions on June 1, while those elected during Special Elections shall assume their positions immediately.

 

Section 5:            Nominating Committee:

            The Nominating committee shall consist of five Members elected to two-year terms by the Congregation or, in case of vacancy, appointed by the Board.  At its Annual Meeting, the Congregation shall elect two Committee members proposed by the Nominating Committee every second year and one member in the alternate years; in addition, the Board shall nominate one member for election every year.

            The Committee shall select a Chair from among its members and shall begin to prepare a slate for the following year no later than September.  The slate shall include President-Elect, Secretary, Treasurer, all open Board positions, Nominating Committee members as specified above, and two members of the Congregational Committee on Ministry.  The Nominating Committee may not nominate its own members for any position nor may its members serve consecutive full terms on this committee. Although its meetings generally are not open to non-committee members, at its discretion, the Committee may invite others to provide information at a Committee meeting.  All nominees shall have given consent to their nomination, and the entire slate shall be presented to the Board in time for its March meeting.

 

Section 6:            Floor Nomination:

            In any election, nominations for any position may be made from the floor, provided that the nominee is a Voting Member and has given prior consent to such a nomination.

           

Section 7:            Special Elections:

            In the case of a Special Election, the Board shall instruct the Nominating Committee to prepare a slate of nominees eligible for the position(s) to be filled. Nominations may also be made from the floor. Eligibility requirements and prior consent are the same as for regular elections.

 

Article 8: Board of Trustees

 

Section 1:            Composition

            There shall be a Board composed of four Officers and nine Trustees. The Ministers, Past President, and an optional Youth Representative shall be ex-officio, non-voting members of the Board.

            All Board members shall be UUC Voting Members when elected and shall maintain UUC membership status throughout their terms.

 

Section 2:        Terms

            Officers serve one year terms. Trustees serve staggered, three year terms with three Trustees being elected at each Annual Meeting.

            If it becomes necessary for the President-Elect to assume the Presidency prematurely, this time shall be in addition to the designated one year term.

            The Secretary and the Treasurer may serve three successive full terms. No other Board Members may succeed themselves.

 

Section 3:            Responsibilities

            The Board is the principle UUC administrative body, vested with the care and administration of its real and personal property, and shall conduct its business affairs on behalf of the Congregation. The Board shall keep the Congregation fully informed of its actions in a timely manner. Through its President, the Board shall call Congregational Meetings as specified or needed.

            The Board, working closely with the Finance Committee, shall present a budget(s) to the Congregation at the Annual Meeting. During the year, the Board may approve additional non-budgeted financial obligations; however, the sum of all such obligation shall not exceed two percent (2%) of the approved operating budget without specific authorization by the Congregation in Special Meeting.

             The Board shall appoint an Audit Committee composed of UUC members who are not Board members. This committee shall verify the amounts shown on UUC’s balance sheet and shall determine that reasonable procedures are being followed by the Treasurer in safeguarding and reporting on its financial resources. This Committee shall report its findings annually to the Board.

            The Board shall approve all UUC policies.

           

Section 4:            Meetings

            The Board shall meet monthly in Regular Session open to all members. The Congregation shall be notified of all Board meetings prior to the meeting.

The President shall preside at all Board meetings. In the President’s absence, the President-Elect shall preside. If neither are present, the Board shall elect a chairperson for the meeting.

            Electronic participation in Board Meetings may be permitted in accordance with Board policy.

 

Section 5:            Quorum

            A quorum shall be seven members, including at least two Officers.

 

 

Section 6:            Optional Youth Representative     

            . The Youth Representative, if any, is elected for one year and may be re-elected. The Youth Representative must be:

·            A Member of UUC

·     An active member of Young Religious Unitarian Universalists (YRUU) and democratically elected to the Board by YRUU

·     Able to attend Board meetings and report back to the YRUU

 

Section 7:            Termination

            Any Board member failing to attend three consecutive regular Board meetings or four of any six consecutive regular Board meetings shall be automatically removed from office.

 

Section 8:            Trustee Vacancies

            Any Trustee vacancies shall be filled first by Alternate Trustees in the designated sequence as elected. Such Alternates shall serve the remainder of the vacated Trustee’s term of service.

            The Board shall appoint a UUC voting member to fill any subsequent Trustee vacancies for the balance of the fiscal year. Any remainder of a vacated Trustee’s full term shall be filled by an Interim Trustee elected at the next Annual Congregational Meeting.

 

Section 9:            Officer Vacancies

            A vacancy in the position of President-Elect shall be filled by an election at a Special Congregational meeting. A vacancy in the position of Secretary or Treasurer occurring at or before mid-year shall be filled by Special Congregational election; after mid-year, the vacancy shall be filled by the Board.

 

Article 9: Officers

 

Section 1:            Executive Committee

            The four UUC Officers (President, President-Elect, Secretary, and Treasurer) shall constitute the Executive Committee. Its primary purpose is to assist the President in preparing an agenda for each regular Board meeting and to gather relevant data pertaining to agenda items.

            Any UUC member may put an action or information item on the agenda of any regular Board meeting by submitting said item to any Executive Committee member at or prior to the Executive Committee meeting.

            A quorum of three members of the Executive Committee also may also act formally on behalf of the Board in an emergency (defined as a situation that requires action within three days) if a Board quorum cannot be convened in time. Three Officers shall constitute a quorum. Any emergency action so taken is subject to automatic review and confirmation or amendment by the full Board at its next available meeting.

 

Section 2:            Powers and Duties of President

            The President shall be the chief administrative officer and shall preside at all meetings of the Congregation and the Board.

 

Section 3:            Powers and Duties of President-Elect

            If the President is absent or unable to preside, the President-Elect shall perform the duties of the President with equal authority.

 

Section 4:            Powers and Duties of Secretary

A: The Secretary shall keep minutes of all Congregational, Board, and emergency Executive Committee meetings.

            B: The Secretary shall issue notices of all Congregational Meetings.

            C: The Secretary may appoint one or more assistants, subject to Board approval.

 

Section 5:            Powers and Duties of Treasurer

A: The Treasurer shall be responsible for all UUC money and financial property and shall oversee its disbursement in accordance with the Annual Budget and under the guidance of the Board.

B: The Treasurer shall prepare and maintain:

                  · A current roster of the Pledging Units and their pledges.

      · A complete accounting of UUC financial records which shall be open for inspection by

         any member.

                  ·An annual UUC financial report.

      ·A financial statement for the regular monthly Board meetings, including an Income

        Statement and Balance Sheet.

      C: The Treasurer may appoint one or more assistants, subject to Board approval.

 

Section 6:            Other Duties of the Officers

            Officers shall have any further powers and duties assigned to them by the Board.

 

Article 10: Committees and Auxiliary Organizations

 

Section 1:            Kinds of Committees

A.Congregational Committees:  Those established by these Bylaws and which operate independently of the Board – namely the Nominating and Search Committees and the Committee on Ministry.

B. Standing Committees: Those established by the Board on a more or less permanent basis.  They report to the Board as requested by the Board. All standing committee chairpersons shall be appointed by the President with Board approval.

C. Special Committees: Those established by the Board on a more or less temporary basis, usually having a special or specific focus.  They report to the Board as requested by the Board. 

 

Section 2:            Auxiliary Organizations

            Upon application to and approval by the Board, a group or organization which does not wish to function as a UUC committee may become an Auxiliary Organization sponsored by but not funded by UUC. Its application may be approved if its purposes, principles, and actions are compatible with the UUC Bylaws and Articles of Incorporation.

 

Article 11:             The Ministers

 

Section 1:             General

            A. There shall be a Senior Minister and there may be such Associate Ministers as the Congregation may call.

           

B. The Ministers shall have responsibility for the general conduct of  worship and shall serve as  spiritual advisors to the Congregation. The Ministers shall have the freedom of the pulpit as well as freedom to express their personal opinions outside the pulpit.

 C. When the Ministers are absent from the pulpit, the Religious Services Committee is responsible for the conduct of worship.

            D. The Ministers shall be in fellowship with the Unitarian Universalist Association.

E. The Ministers shall be ex officio, non-voting members of the Board, Executive Committee and all other Committees, except for the Nominating Committee and Ministerial Search Committee.

F. Each Minister shall provide a written monthly report to the Board on the state of the Congregation and his/her ministries.

G.  The relationship between the Ministers and the Congregation may be dissolved by either party for any reason upon three (3) months written notice. Such provision shall be incorporated into any contractual agreement.

 

Section 2:          Contract

No Ministerial Contract shall conflict with the Bylaws in effect at the time the contract is

executed.  In the event of any conflict, such Bylaws shall control.  Otherwise, the contract shall denote the

entire employment relationshipbetween the Congregation and the Minister(s). Bylaw amendments

thereafter shall not modify the contract unless the Minister(s) consent to such modification. All contract details can be renegotiated at any time by mutual consent of the Board and the Ministers.

            A. Structure: The contractual agreement between the Congregation and the Minister consists of two basic parts:

1. General Terms: This part outlines and defines the Minister’s privileges, duties, responsibilities and any other job-descriptive elements.

2. Compensation Package: This part outlines and defines any and all remunerative elements including salary, benefits, cost-of-living increases, cost reimbursements, etc.    

           

B. Severance Package:            In the event of a separation between a Minister and UUC, the Board may recommend a severance package for the Minister.  This package must be approved by two-thirds (2/3) of those voting at a Special Congregational Meeting.

 

Section 3:            Biennial Congregational Assessment and Annual Board Review:

            A. Every two years a written Congregational Assessment/Survey of Ministry will be taken to evaluate ministerial performance relative to Congregational needs with the results printed in the Annual Report.

            B. Annually, the Board shall review and discuss Ministerial performance, taking into account the Congregational Assessment/Survey.

 

Section 4:             Committee on Ministry :

The Committee on Ministry shall:

            A. Continually assess the nature and scope of UUC’s ministerial needs and articulate those needs to the Ministers.

            B. Continually interpret to the Congregation the nature and scope of the work of the Ministers including clarification of role expectations for both Ministers and Congregants.

            C. Aid the Ministers in carrying on an effective ministry by being available for counsel and by monitoring and responding to care and concern needs of the Ministers’ families.

            D. Keep the Ministers advised concerning conditions within the Congregation that affect relations between Ministers and members in order to optimize these relationships.

            E. Work with the Ministers on their continuing education, sabbatical planning, and/or other professional development; and to advise the Board and Congregation regarding such matters.

         

            F. In consultation with the Ministers, make recommendations to the Finance committee and to the Board concerning any existing or proposed provision(s) of any part of the ministerial contract.

            G. Consult with the existing Ministers on candidates that may be recommended for any other open ministerial position(s).

            H.  Be responsible for executing the biennial Congregation Assessment/Survey.

 

Members shall be selected by:

            A. Appointment: two by the Senior Minister, one by each Associate minister, one by the Board

                  and by

             B. Election: two shall be elected by the Congregation at the Annual Meeting.

Members shall serve two year terms and may not serve successive full terms. Any vacancy shall be filled for the remainder of the vacated term in the manner in which it was first filled.

 

Section 5:            Ministerial Search Committee:

            Upon notice of any ministerial vacancy, the Board shall call a Special Congregational Meeting to elect a Ministerial Search Committee.  It shall also direct the Nominating Committee to prepare a slate of seven regular and two alternate nominees who have been UUC members for at least the three (3) previous consecutive years and who are not members of the Nominating Committee or the Board. Additional nominations may be made from the floor provided the nominees meet these criteria and have agreed to the nomination.

            The Congregation will elect seven regular and two alternate members from among the regular and alternate nominee groups. Election will be by highest plurality in both groups.

            Following its election, the committee will initiate a candidating process in cooperation with, but not necessarily limited to, UUA search suggestions. Following this process, the committee will select a preferred candidate and negotiate a tentative initial Ministerial Contract which they shall present to the Board for review. When a final draft of the tentative contract has been approved by the preferred candidate and by the Board, the Board will call a Special Congregational Meeting to approve the candidate and the tentative contract.  This meeting shall require a quorum of forty percent (40%) of UUC members and approval shall require at least eighty percent (80%) of those voting.

 

Section 6:             Interim Minister

            Upon notification of a ministerial vacancy and in lieu of searching for a permanent Minister, the Board shall, with the concurrence of the Congregation, make arrangements for an Interim Minister to fill the vacancy. This process may be in cooperation with, but not necessarily limited to, UUA Interim Minister search suggestions. The Interim Minister’s appointment and contract must be ratified by the Board and by a majority vote in a Congregational Meeting called for that purpose.

 

Article 12: General Provisions

 

Section 1:            Government in the Sunshine 

             All meetings of record by any UUC governing or program body or Committee will be announced                                            

and fully open, the only exceptions being to insure the confidentiality of the ministerial search process, to

comply with the disciplinary procedures that may be established by the Congregation pursuant to and

consistent with Article 5, and to allow Board approved executive Board sessions.

              Minutes, reports, or any other documents generated in UUC business must be available to UUC

members in a timely fashion.  A copy of each document shall also be put in UUC archives.

 

 

 Section 2:            Signature Authority & Bonding                                                                  

             The Board shall authorize all signatories on all UUC monetary accounts.. Such signatories shall

 include the President, the President-Elect and the Treasurer and any additional signatories that the Board

 may approve. Such signatories shall be approved annually.  The President, President-Elect, Treasurer, and

 other authorized signatories may be bonded at UUC expense in an amount determined by the Board..

 

Section 3:            Protection of Non-Profit Status 

              Neither the Congregation, the Board, nor any UUC Officer or employee shall take any action or

allow any activity or use of UUC property which shall endanger UUC’s non-profit corporate status or

charitable, tax-exempt status.

                                                                 

Section 4:           Fiscal Year                                                                                                                                                                          The UUC fiscal, program and elective year shall run from June 1 to May 31.

 

Section 5:            Protection of the Assets 

The encumbrance, sale, or transfer of any real UUC property shall be authorized only upon

approval of two-thirds (2/3) of the Voting Members in a Congregational Meeting with a forty percent

(40%) quorum.

 

Section 6:            Insurance

The buildings and contents owned by UUC shall be adequately insured and UUC shall carry liability and other forms of insurance in amounts and with such carriers as determined by the Board.

 

Section 7:            Parliamentary Authority

The President may secure the advice of a Parliamentarian when presiding over any meeting.  The most recent revision of Robert’s Rules of Order shall be the applicable authority on matters of parliamentary procedure to the extent that it is not inconsistent with these Bylaws, the UUC Articles of Incorporation, or applicable secular law.

 

Article 13: Dissolution

 

In the case of dissolution of UUC, the Board shall perform all actions necessary to convey all property, real and personal, after paying all just claims, to the UUA or its legal successor.

 

Article 14: Amendments

 

  Section 1:            Procedure  

              Amendments to these Bylaws may be proposed by the Board or by petition to the Board of at

least fifteen percent (15%) of the Voting Members. All proposed amendments(s) shall be included in the

agenda of the Congregational Meeting at which they are to be decided. The notice of any Congregational

Meeting at which a proposed Bylaws amendment(s) will be considered shall include a copy of the proposed

amendment(s) and be sent to all members at least fifteen (15) days prior to the meeting.

 

              Section 2:            Approval

          Amendments to these Bylaws may be adopted in a Congregational Meeting upon approval by a minimum two-thirds (2/3) vote of a thirty-five percent (35%) quorum.