Bylaws

 
Unitarian Universalist Congregation in Fullerton
 
 
 
BYLAWS - UUCF
 
Adopted September 1967
Revised September 1980
Revised November 2002
Revised May 2009
Revised November 2011
Revised October 2012 
Revised December 2014
 

ARTICLE I – NAME

 

The name of this organization is the "Unitarian Universalist Congregation in Fullerton"

(UUCF), also known as the Unitarian Universalist Church in Fullerton herein referred to

as the Congregation.

 

ARTICLE II - DENOMINATIONAL AFFILIATION

 

The Congregation shall be a member of the Unitarian Universalist Association (UUA),

and of its Pacific Southwest District, or of their successors. It is the intention of this

Congregation to make annual financial contributions equal to its full fair share as

determined by the Association and the District.

 

ARTICLE III – PURPOSE

 

The primary purpose of the Congregation is to provide for its members an opportunity to

pursue the study and practice of the Unitarian Universalist religion. We affirm our

commitment to the Unitarian Universalist Association’s seven principles and are united

in a fundamental belief in the unity of humankind, faith in the potential for human

betterment, and a common quest for religious and ethical values.

 

ARTICLE IV – AUTHORITY, BYLAWS, POLICIES

 

SECTION 1. Ultimate authority is vested in the members of the Congregation and is

exercised through Congregational Meetings, and by delegation to the Board of

Trustees, subject to these Bylaws and Articles of Incorporation.

 

SECTION 2. These bylaws establish the framework for the governance of the

Congregation. These Bylaws may be amended as outlined in Article XII.

 

SECTION 3. The policies controlling the day-to-day governance of the Congregation

shall be adopted by the Board of Trustees (Board) as elected under Article VII. Such

policies shall be codified in the minutes of the Board and shall be published regularly as

a body of developing policy. Policy may be amended or repealed by the sitting Board

and by its successor Boards. Policy changes shall be adopted by a majority vote of the

Board with a quorum present.


ARTICLE V – MEMBERSHIP

 

SECTION 1. Whoever is in sympathy with the general purposes of the Unitarian

Universalist movement and wishes to participate in activities of this Congregation may

become a member. Membership is signified by signing the Congregation’s Membership

Book. There shall be no creedal obligation or test for membership in this Congregation.

Membership is open to all qualified persons 16 years of age or older regardless of race,

color, sex, affectational or sexual orientation, age, or national origin.

 

SECTION 2. The Board shall establish a Certification Policy including but not limited to

such matters as who is to be counted as a voting member (Member) and who is to be

counted for purposes of the UUA congregational fair share certification (Fair Share

Member), as well as defining "contributions of record."

 

SECTION 3. The Board shall establish policies for updating the Congregation’s

Membership Book and about how or why a Member may be asked to take leave for a

fixed time from the activities of the Congregation or asked to leave the Congregation

altogether.

 

ARTICLE VI - CONGREGATIONAL MEETINGS

 

SECTION 1. Semi-annual business meetings shall be held each year three

weeks before, during, or three weeks after the months of November and May at such

times and places as shall be fixed by the Board. During the May meeting, members of the Board of Trustees shall be elected, the annual budget shall be adopted, and other

business as advertised shall be conducted. During the November meeting, the

Nominating Committee shall be elected, members of the Board of Trustees may

be elected if necessary to fill vacancies, and any other business as advertised

shall be conducted.

 

SECTION 2. Additional Congregational Meetings may be called by direction of a

majority of the Board or upon receipt by the Board of a written request specifying the

proposed purpose of the meeting and signed by ten (10) Members. Such additional

Congregational Meetings must be held within sixty (60) days.

 

SECTION 3. The Board shall provide written and verbal notification to inform the

Members of the date, time and agenda of Congregational Meetings through the web

site, order of service insert, and newsletter or special mailing. Such notice shall be

published at least ten (10) days prior to the date of the meeting. In addition, a verbal

announcement must be made at least five (5) days prior to the date of the meeting

during a Sunday service.

 

SECTION 4. A quorum for all purposes except adjournment shall be forty percent (40%)

of the voting membership.

 

 

SECTION 5. All voting shall be conducted in person at Congregational Meetings. No

absentee or proxy votes or mail ballots shall be allowed.

 

SECTION 6. Congregational Meetings shall be conducted in accordance with generally

accepted Parliamentary Procedure. In case of conflict with these Bylaws, the Bylaws

shall govern.

 

ARTICLE VII - BOARD OF TRUSTEES

 

SECTION 1. Composition:

The Board of Trustees (Board) shall consist of nine (9) members as follows: a President

and eight (8) At-large Trustees (Trustees) of whom one shall be Vice President, one

Secretary, and one Treasurer. The President, Vice President, Secretary and Treasurer

shall be Officers of the Congregation. All Trustees and Officers shall be Members and

18 years old or older.

 

SECTION 2. Function:

The Board shall implement the policy decisions of the Congregation as embodied in decisions at the Congregational Meetings, hold and administer the property of the Congregation; conduct its business affairs; assume general

management of all employees; and exercise all rights, powers, duties and obligations

conferred on it by the Members, these Bylaws, and the Articles of Incorporation.

 

SECTION 3. Trustees and Officers and terms of service thereof:


Subsection A: Trustees:

At-large Trustees shall be elected for a term of two (2) years each year by the

voting members at the May Congregational Meeting, four (4) in one year and four

(4) in the next year so that terms of office overlap. Trustees shall take office July

1. Additional Trustees shall be elected at either November or May Meeting to fill

any unexpired term existing due to vacancies on the Board. No two (2) members

of the same family shall be elected or appointed to the Board to serve at the same

time and no member of the family of a staff person shall serve on the Board. No

Trustee may serve for more than two (2) full terms in succession and no person

may serve continuously for more than five (5) years in any combination of offices.

 

Subsection B: President:

The President shall be elected at the regular Congregational Meeting in May and

shall have served for at least one (1) year on the Board prior to election. The

President may be re-elected for a second one-year term and thereafter shall be

ineligible for re-election as President for five years. In the event of a vacancy in

the office, the Board shall schedule a Congregational meeting to elect a new

President and the Vice President shall serve until that meeting.

 

Subsection C:

The Vice President, Secretary, and Treasurer shall be elected by the Board from among

its membership at the first meeting of the new Board. The term of office of these

Officers shall be one (1) year and can be renewed with Board approval.

 

SECTION 4. Nominations and Elections of Officers, Trustees, and Nominating

Committee members:

 

Subsection A: Nominating Committee

The Nominating Committee shall be three members elected for three-year terms, one elected per year so that the members serve overlapping terms. Every year the existing Nominating Committee will nominate a new member to replace the member rotating off the committee by a consensus among themselves and that nominee shall be presented to the Congregation for election at the November Congregational Meeting. In addition, nominations from the congregation may be offered through the petition process outlined in Article VII, Section 4, Subsection B. and publicized through the process outlined in Article VI, Section 3. No Trustee may serve on the Nominating Committee.

 

Subsection B: Slate of candidates: The report of the Nominating Committee proposing

candidates for the Board shall be made public by informing the Members according to

Article VI, Section 3 at least twenty (20) days prior to the scheduled May Congregational

Meeting. During the following ten (10) days after such publication, additional

nominations may be made by written petition to the President and the Board signed by

at least five (5) Members. Qualified nominations by petition will require notification to the

Members stating that they are petition nominees and according to Article VI, Section 3

in advance of a Congregational Meeting. No further nominations shall be made at the

Congregational Meeting itself. Subsequently with notification according to Article VI,

Section 3, at a Congregational Meeting, new members of the Board shall be elected.

 

Subsection C: If there is only one candidate for office the position may be filled by

acclamation; otherwise the voting shall be by secret ballot. The offices shall be filled by

candidates in the order of the number of votes received. In case of a tie, a run-off

election shall be held.

 

SECTION 5. Duties of Officers

 

Subsection A: The President: is chief executive officer of the Congregation and chair of

the Board; and shall preside at Board and Congregational Meetings and shall represent

the Congregation on appropriate occasions. The President shall be empowered to cosign legal documents with the Treasurer or other Officer as authorized by the Board.

 

Subsection B: The Vice President shall act in place of the President when the

President so requests or is absent; and shall perform such other duties as prescribed by

the Board.

 

Subsection C: The Secretary shall maintain a permanent accurate record of all

business meetings of the Congregation and the Board; notify or cause to notify the

Members about all Congregational meetings.

 

Subsection D: The Treasurer shall review the financial transactions and budget of the

Congregation, shall act as liaison between the Board and any committees involved in

the Congregation’s financial matters, shall sign legal documents such as tax forms

when necessary, and shall undertake other duties as may be requested by the Board.

With Board approval the Treasurer may delegate any or all of these responsibilities as

necessary.

 

SECTION 6. Meetings:

The Board shall hold no fewer than 10 regularly scheduled monthly meetings each year.

A majority of the Board shall constitute a quorum, one of which must be the President,

or the Vice President, in the President’s absence.

 

SECTION 7. Recall and Replacement:

Any member of the Board of Trustees may be recalled by a two-thirds (2/3) vote at a

Congregational Meeting. All elective vacancies occurring during a term of office may be

filled by the Board through temporary appointment. A permanent replacement for the

balance of the term shall be nominated by the Nominating Committee and be presented

for election at a Congregational Meeting.

 

SECTION 8. Voting:

All voting at Board meetings must be done in person. No absentee or proxy voting shall

be allowed. Each Trustee and Officer present is allowed one vote.

 

ARTICLE VIII – FINANCES

 

SECTION 1. General:

The Fiscal Year shall run from July 1 through June 30 of the following year. The annual

budget will be adopted by majority vote of the Congregation at the May Congregational

Meeting and the financial decisions of the Congregation shall be final.

 

SECTION 2. The Board shall establish four (4) standing finance committees: a Budget

Committee to develop the annual budget, a Stewardship Committee to raise funds for

the operation of the Congregation, an Investment Committee to oversee the reserve

funds of the Congregation, and a Planned Giving Committee to oversee money

contributed to the Congregation’s endowment fund.

 

SECTION 3. The Board shall develop policy details for the finance committees and

may, as it deems necessary, change the mandates of the finance committees or add

additional, temporary committees to undertake special projects.

 

SECTION 4. There shall be a liaison to the Board for each of the finance

committees outlined in this Article. The President and the Treasurer shall have financial

statements prepared and shall on a quarterly basis or upon request report to the Board

on the financial condition of the Congregation.

 

SECTION 5. Adjustments:

If in the course of the fiscal year an adjustment becomes necessary to the budget, the

Board may make such adjustments for sums of less than $5,000 (Five Thousand

dollars), drawing if necessary and possible upon reserve funds. Such adjustments are

not to exceed $10,000 (Ten Thousand dollars) per fiscal year. Any adjustments larger

than $10,000 (Ten Thousand dollars) in total must be presented to the Congregation in

a Congregational Meeting with the regular notice according to Article VI, Section 3.

 

SECTION 6. Signing Authority:

Authority to sign official documents, including but not limited to financial documents, is restricted to Board members appointed by the Board for that specific purpose or to members of the congregation appointed by the Board for that specific purpose.

 

SECTION 7. Real Property:

The Board shall establish a committee to evaluate any proposals to relocate. This

committee shall advise the Board and any decisions shall be made by the Congregation

at a Congregational Meeting.

 

SECTION 8. Dissolution:

In the event of the dissolution of the Congregation, all assets shall, after just debts are

paid, revert to the Unitarian Universalist Association or its successors to be used for the

extension of liberal religion in the Pacific Southwest District.

 

ARTICLE IX – MINISTER

 

SECTION 1. When the Congregation seeks the services of a new Minister, the

guidelines of the Unitarian Universalist Association will provide guidance. The minister

shall be called and his or her initial contract shall be approved by an eighty-five percent (85%) vote of the Members at a Congregational Meeting and qualifications of the candidate shall be provided to the Members according

to Article VI, Section 3.

 

SECTION 2. Minister Search Committee:

Whenever the Congregation, through majority vote, decides to call a new

Minister, the Congregation shall follow generally accepted procedures of the

Unitarian-Universalist Association and shall select a Search Committee of seven

(7) members through a democratic process. Specific methods of outreach for the

nomination of this committee shall be proposed by the Board, shall include

outreach to all the households of the Congregation, and shall use such methods

of proposing people for nomination as will ensure that the members of that

committee will represent as much as possible the views of the whole

Congregation. The members nominated for the Search Committee through the

process developed by the Board shall be elected at a regular congregational

meeting, or a specially called congregational meeting if necessary, and shall

serve until a new Minister is selected or until they are replaced or dismissed by a

vote of the Congregation.

 

SECTION 3. Duties:

The minister shall on the basis of professional judgment, conduct the ministry in ways

that further the purposes of the organization, shall at all times have freedom of the pulpit

understood as freedom of expression on all subjects, but shall not speak as a public

spokesperson for the Congregation without authorization of the Board. The minister has

full charge of worship services, serves ex-officio on all standing committees and may

attend all meetings of the Board.

 

SECTION 4. Resignation or Dismissal.

The minister shall give the Board at least 90 days’ written notice of resignation. The

Board, by an affirmative vote of at least five (5) members, or the Congregation by

written petition to the Board signed by a least 25% of the Members, may require that a

request for the resignation or dismissal of the minister be considered by the Members.

The minister may be dismissed or resignation requested only by a majority vote of the

Members at a Congregational Meeting. Written notice of this meeting, as well as a

summary of arguments pro and con, shall be transmitted to the Members in advance of

the meeting as specified in Article VI, Section 3. In the event of a vote in favor of

dismissal, the minister’s salary shall continue for a period of ninety (90) days. Should

the minister resign in response to the request of the congregation, the ministerial salary

shall continue for a period of ninety (90) days.

 

ARTICLE X — COMMITTEES

 

SECTION 1. The Board shall create all committees necessary for the activities of

the Congregation. No committee created under this article shall undertake the

duties of the committees outlined under Article VIII—Finances. Each committee

shall have a liaison on the Board to whom they will send timely reports of their

activities, in any case no less than twice per year.

 

SECTION 2. The Board shall establish the policies for all the committees of the

Congregation including the Standing Financial Committees outlined in Article VIII

determining duties, size, terms of office, fundraising methods if any are needed,

and the like. The policies created by the Board for the function of the various

committees shall be entered in the minutes and published on a regular basis so

that they will create an ongoing body of policy for committees to which members

of the Congregation may refer.

 

SECTION 3. Committees can also be created by written petition to the Board of at

least fifteen (15) members, at least four (4) of whom must state a willingness to

serve on the proposed committee. As with other committees, the Board will

oversee such committees, establishing policy with amendments from time to time

as necessary.

 

SECTION 4. Committees may be disbanded or altered in their function by a vote

of the Board or by a vote of the Congregation in one of the regular

Congregational meetings with at least two weeks of notice to the Congregation of

the proposed changes.

 

ARTICLE XI – PROFESSIONAL STAFF

 

The Board may as the need arises and as finances allow contract with people to supply

such services to the Congregation as Administrator, Religious Education Director,

Accountant or other staff. The Board, or a committee, will establish the terms of such

contracts and oversee recruitment and negotiations over such matters as the amount of

compensation and duties expected. The compensation for such duties shall be listed as

a separate line item for each staff member in the annual budget approved in a

Congregational Meeting. The Board shall keep written policy for professional staff

current and publish changes.

 

ARTICLE XII - AMENDMENTS TO THE BYLAWS

 

The Board may appoint a committee of three (3) or more members to review the Bylaws

and recommend any changes they consider necessary. Changes may also be

recommended by written petition to the Board signed by at least ten (10) Members. This

petition must contain the pertinent existing section or paragraphs as well as the

proposed changes. The Congregation may amend these bylaws during a

Congregational Meeting with a quorum of Members present and signed in. The

proposed amendment must be advertised to the Members according to Article VI,

Section 3. The published agenda for this meeting must include the pertinent sections or

paragraphs of the then-existing Bylaws, as well as the proposed changes. Amendments

shall be adopted through a vote of two-thirds (2/3) of Members present.