UUFF BYLAWS

UNITARIAN UNIVERSALIST FELLOWSHIP OF FALMOUTH

BYLAWS

Adopted June 12, 2011

ARTICLE I - NAME AND FISCAL YEAR

1.1 The name of this religious society, gathered in 1959 and incorporated under Chapter 180 of the Massachusetts General Laws in 1989, shall be “Unitarian Universalist Fellowship of Falmouth” (”the Fellowship”).

1.2 The fiscal year of the Fellowship shall be July 1 through June 30.

ARTICLE II - PURPOSES AND RESPONSIBILITIES

Consistent with the religious purposes of the Fellowship:

  • We unite, in the discipline of truth and in the spirit of universal goodwill, to strengthen our convictions in the value and need for liberal religion, and through the strength of unity, to give expression to these convictions.
  • We shall be a Welcoming Congregation, declaring and affirming our special responsibility to promote the full participation of persons in all our activities and in the full range of human endeavor without regard to race, color, sex, disability, affectional or sexual orientation, age or national origin, and without requiring adherence to any particular interpretation of religion or to any particular religious belief or creed.
  • We strive to help all who participate in our Fellowship grow in spiritual awareness and moral understanding, to provide regular opportunities for religious celebration, community, mutual support, learning and free inquiry and to promote human rights and concern for the natural environment.

ARTICLE III - DENOMINATIONAL AFFILIATION

This Fellowship shall be a member of the Unitarian Universalist Association of Congregations (UUA) and of the Ballou Channing District of the UUA. Delegates to the UUA General Assembly and meetings of the Ballou Channing District are selected by the Governing Board (” the Board”) and certified as such by the President or the Minister.

ARTICLE IV - MEMBERSHIP

Section 4.1   Qualification

To become a Member of this Fellowship, a person must:

  • attain the age of eighteen years;
  • be in sympathy with the purpose of this Fellowship; and
  • sign the Membership Book in the presence of the Minister or a member of the Board.

Section 4.2   Involvement

4.2.1 Members shall become eligible to vote at business meetings of the Fellowship thirty days after signing the Membership Book. Only members of the Fellowship are counted as members for denominational purposes. Friends who choose to be active in the Fellowship without becoming members are not eligible to vote at congregational business meetings, to serve as Officers, Directors, members of elected committees or be committee chairmen.

4.2.2 Members and friends are encouraged to become actively involved in the Fellowship’s worship services, art and music programs, adult and youth education, business meetings, committee work and other activities and to welcome such involvement by others.

4.2.3 The success of the Fellowship depends on members’ and friends’ volunteer efforts and the financial support provided by members’ and friends’ pledges, special gifts, Sunday offerings and other donations. While members’ and friends’ ability to participate will vary with their individual circumstances, it is hoped that each member and friend will contribute, when possible, at least the amount designated by the Board for the Fellowship’s per-member denominational assessments and for the per-member cost of distribution of the newsletter.

Section 4.3   Membership Status

4.3.1 A member may withdraw from the Fellowship by a written and signed statement of resignation given to either the Clerk or the President.

4.3.2 The Board shall review the membership list annually and may remove members who appear to have shown no interest in the Fellowship either by financial or other contributions for a period of twelve months, nor otherwise indicated continuing interest in the activities of the Fellowship.

4.3.3 A former member may be reinstated as a member by the Board upon written request and shall be entitled to vote thirty days after re-signing the Membership Book.

ARTICLE V - CONGREGATIONAL BUSINESS MEETINGS

Section 5.1   Annual Business Meetings

5.1.1 There shall be an Annual Business Meeting of the Membership.

5.1.2 The Board shall set the date for the Annual Business Meeting at least sixty days prior to the meeting date. Proposed agenda items shall be submitted to the Board in writing at least thirty days prior to the meeting date.

5.1.3 The Annual Business Meeting shall be held between May 15 and July 1 for the following purposes:

  • considering and approving a budget for the next fiscal year;
  • electing Officers, Directors, members of elected committees, and approving appointments of member(s) of the Committee on Ministry;
  • hearing and acting on reports from the President, Treasurer, Minister, Director of Religious Education, or other persons reporting to the congregation at the Board’s request; and
  • conducting any other business stated in the notice of the meeting.

Section 5.2   Special Business Meetings

5.2.1 Special Business Meetings may be called by the President or the Board, and shall be called by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other Officer, upon written application of at least ten percent of the smallest quorum of members then required at an Annual Business Meeting of the Fellowship.

5.2.2 The business of a special meeting shall be stated in the notice of the meeting, and only that business may be considered at the meeting. A Special Business Meeting may be called to convene on the same date, at the same time and place, as the Annual Business Meeting or another Special Business Meeting.

Section 5.3   Notice of Meetings

5.3.1 Notice of a congregational business meeting, which may be incorporated in the Fellowship’s newsletter, shall be given to members eligible to vote at the meeting at least fourteen days prior to the meeting. The Clerk may send such notice to a member by mail, postage prepaid, to his/her postal address, or by electronic means, to his/her e-mail address, as shown by the records of the Fellowship.  The notice shall also be posted conspicuously in the Meetinghouse.

5.3.2 The notice of the Annual Business Meeting shall be accompanied by copies of the Board-approved agenda, any request by the Board for a vote of the membership on question(s) framed by the Board, any approved absentee voting form, the text of any proposed amendment(s) to these bylaws, and other information as determined by the Board.  For the Annual Business Meeting, the notice package shall also include a proposed budget for the next fiscal year and the recommendations of the Nominating Committee.

Section 5.4   Quorum

5.4.1 The presence of twenty-five members or twenty-five percent of the membership, whichever is smaller, shall constitute a quorum for a business meeting, except as provided in Article VIII, Minister. Members voting by absentee ballot are not counted when determining the presence of a quorum.

5.4.2 A business meeting may be adjourned to a subsequent date without a quorum being present.

Section 5.5   Voting

5.5.1 Officers, Directors and members of elected committees shall be elected, and Board appointments to the Committee on Ministry approved, by a majority of the members present and voting, at a congregational meeting, without use of absentee ballots. Other questions voted upon by the congregation shall be decided by a majority of the members present and voting, including any absentee votes counted under Section 5.6, unless these bylaws, or applicable law require more than a majority vote.

5.5.2 A two-thirds vote of all eligible voters is required to approve the purpose and amount of any expenditure of principal from the Baxter and Prince First Century Fund.

Section 5.6   Absentee Voting

5.6.1 The Board may approve a form of absentee ballot allowing a Member who may be unable to attend a congregational business meeting to cast a “yes” or “no” vote on a question(s) framed by the Board.  The Board’s determination of the matters appropriate for absentee voting and its approval of the form of question(s) to appear on the absentee ballot shall be conclusive.

5.6.2 To be valid, an absentee ballot shall be completed and signed by a member who is eligible to vote at the meeting, and delivered to the Clerk before the meeting convenes. If an eligible Member who has completed, signed and delivered an absentee ballot to the Clerk attends the meeting, the Clerk shall destroy the absentee ballot, and, thereafter, the member may vote at the meeting.

5.6.3 Whenever absentee votes on a ballot question will be counted, the vote of members present at the meeting shall also be a counted vote by hand or secret ballot, i.e. not a voice vote. At the discretion of the Moderator, or by vote of the membership at the meeting, the vote on a ballot question shall be taken by secret ballot.. All the votes shall be counted by two or more tellers appointed by the Moderator. When the vote at the meeting is by secret ballot, the Clerk shall detach the portion of the absentee ballot containing a Member’s signature before handing the absentee ballots to the tellers to be counted.

5.6.4 The procedures of Section 5.6 shall apply to voting by proxy on approval of the amount and purpose of an expenditure of principal from the Baxter and Prince First Century Fund.

Section 5.7   Moderator

5.7.1 The Board shall appoint a member as Moderator to preside at any Annual or Special Business Meeting of the Fellowship. At its discretion, the Board may appoint a Parliamentarian with whom the Moderator may consult during the meeting.

5.7.2 The Moderator may not participate in debate unless s/he has relinquished the chair to an Officer, Director, or Parliamentarian, or, upon vote of the meeting, another member who is temporarily willing to preside, without debating or voting, on the matter.

Section 5.8 Rules of Order

Robert’s Rules of Order, Newly Revised 10th Edition shall govern congregational business meetings in all instances when they are applicable and not inconsistent with these bylaws or applicable law.

ARTICLE VI - GOVERNING BOARD

Section 6.1   Composition

6.l.1 The Board shall be elected by the membership and comprise four Officers of the Fellowship (President, Vice President, Clerk and Treasurer), and seven Directors. Officers and Directors shall be members of the Fellowship. The terms of office commence on July 1 after election.

6.1.2 An Executive Committee of the Board, consisting of the Officers of the Fellowship, may handle operating and administrative issues as they arise between meetings of the Board subject to approval at the next Board meeting.

Section 6.2   Responsibilities

6.2.1 Subject to the ultimate authority of the congregation expressed in Annual and Special Business Meetings, the Board shall have general charge of the properties and business affairs of the Fellowship, including, without limitation:

  • authority to administer its operating budget and other funds,
  • to hire and manage its employees,
  • to accept pledges and other gifts of money or property to the Fellowship,
  • to borrow money and to mortgage or pledge property of the Fellowship as security for repayment of borrowing
  • to approve any fundraising activity within the Fellowship,
  • to approve all contracts to which the Fellowship is a party,
  • to resolve Fellowship calendar conflicts,
  • to delegate responsibilities to individuals and/or committees,
  • to retain legal counsel and other consultants, and
  • to adopt and implement policies, except as otherwise specified in these bylaws, or applicable law.

6.2.2 The Board shall approve an agenda to accompany the notice of each congregational meeting.  An approved agenda may include a request by the Board for a vote of the membership on a question(s) framed by the Board which the Board may place on an absentee ballot under Section 5.6. The Board may seek authorization or ratification by the membership of any expenditure, borrowing, operational change or other decision or action that the Board has determined should be voted upon by the membership.

6.2.3 The Board shall determine what measures are necessary or desirable to assure the accuracy, functionality and integrity of the Fellowship’s financial records and systems and may retain a certified public accountant (CPA) or other finance professional to provide consulting or auditing services. The Board shall designate one or more members or other individuals, who need not be CPAs or finance professionals, to review or informally audit the Fellowship’s financial records or systems annually. Any reports shall be available to members for their review.

6.2.4 The Board may establish committees and determine their size, method of selection, responsibilities, and may dissolve any committee. A member or friend of the Fellowship may join any committee, unless a different method for selection of committee members is specified by these bylaws or by the Board.

6.2.5 The Board may appoint a member to fill any vacancy among the Officers and Directors or the membership of the Committee on Ministry, Ministerial Search Committee, Nominating Committee, or any other elected committee or Board-appointed committee, for the interim period until a member is elected to, or approved for, the position by the congregation as required by, and for the term specified in, these bylaws (or an unexpired term, if any). The Board, Executive Committee and other committees of the Fellowship shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.

6.2.7 The Board may appoint assistants for the Clerk and Treasurer.

Section 6.3   Board Meetings

6.3.1 The Board shall fix a regular meeting date, time and place for its meetings which shall be announced in the Fellowship’s newsletter and posted in the Meetinghouse.

6.3.2 The Executive Committee may meet as determined by the committee.

6.3.3 A special meeting of the Board may be called by the President or Vice-President, or by three members of the Board. At least forty-eight hours notice by mail, fax, electronic mail, telephone or by word-of-mouth shall be given of a special meeting unless shorter notice is adequate under the circumstances, and when feasible, notice shall also be posted conspicuously in the Meetinghouse.

6.3.4 A quorum at a meeting of the Board shall be a majority of the Board members then in office, at least two of whom shall be Officers.

6.3.5 Meetings of the Board shall be open to all members of the Fellowship for consultation and communication, except when the Board votes to discuss legal, personnel or other confidential or sensitive matters in executive session.

Section 6.4   Officers

6.4.1 The Officers of the Fellowship shall be President, Vice-President, Clerk and Treasurer.

6.4.2 The President and Vice-President shall be elected by the congregation at the Annual Business Meeting in odd-numbered years, to serve for two years. A member shall not be elected as President for more than two consecutive, two-year terms or Vice-President for more than two consecutive, two-year terms. The Clerk and Treasurer shall be elected by the congregation at the Annual Business Meeting in even-numbered years, to serve for two years.

6.4.3 The President shall have general supervision over all activities of the Fellowship, preside over Board and Executive Committee meetings and shall be, ex-officio, a member of all committees, except the Nominating Committee and the Committee on Ministry.

6.4.4 The President may sign checks, contracts, deeds and other documents as necessary for the Fellowship to conduct its affairs, including its dealings with banks, payroll services, insurance agents and companies, providers of employee benefits, brokerage, investment and financial services firms, the UUA, and other parties.

6.4.5 The Vice-President, in the absence of the President, shall assume all the President’s duties and authority. The Vice-President shall oversee planning, the planning process, personnel management, and Policies of the Fellowship, as well as perform other duties as assigned by the President.

6.4.6 The Clerk shall be responsible for:

  • giving notice of congregational and Board meetings, keeping the official minutes of said meetings and making them available to members of the congregation;
  • posting at the meetinghouse, before each congregational business meeting, a list of the Members of the Fellowship eligible to vote at the meeting; annually submitting the list of voting Members of the Fellowship to the UUA;
  • maintaining an historical list of Members with date of affiliation;
  • preparing absentee ballot forms and receiving the completed and signed forms and otherwise complying with Sections 5.6 of these bylaws;
  • providing certified copies of congregational and Board votes and other records of the Fellowship as needed, and performing such other duties as customarily pertain to the office of Clerk.

6.4.7 The Treasurer shall be responsible for:

  • receipt, deposit and expenditure of the Fellowship’s funds; expenditures shall be evidenced by check signed by the Treasurer, the President or other member designated to sign checks;
  • maintaining records of such receipt, deposit and expenditure and reporting on the financial condition of the Fellowship to the Board and to the congregation as requested by the Board, and posting monthly financial reports in the Meetinghouse;
  • notifying the appropriate committee chairmen and the President when the Treasurer has reason to believe that a committee has incurred or may incur an obligation in excess of its approved budget;
  • submitting the Fellowship’s accounts for any scheduled review or audit and working closely with any CPA or other finance professional retained to provide consulting or auditing services and/or other individuals designated to review or informally audit the Fellowship’s financial records or systems;
  • signing contracts, deeds and other documents, as necessary for the Fellowship to conduct its affairs, including its dealings with banks, payroll services, insurance agents and companies, providers of employee benefits, brokerage, investment and financial services firms, the UUA, and other parties; and
  • performing such other duties as customarily pertain to the office of Treasurer.

Section 6.5   Directors

6.5.1 Directors shall be elected by the congregation at the Annual Business Meeting to serve a two-year term; three Directors shall be elected in odd-numbered years and four Directors shall be elected in even-numbered years

6.5.2 Officers and Directors shall work closely with committee chairs and staff, serving as liaisons and primary points of contact between the committees and the Board.

ARTICLE VII - ELECTED COMMITTEES

Section 7.1 Nominating Committee

7.1.1 A Nominating Committee of three members of the Fellowship, who shall not be current officers of the Fellowship, shall recommend candidates for election at the Annual Business Meeting as President, Vice-President, Treasurer, Clerk, Directors, and members of the Nominating Committee and Ministerial Search Committee, when vacancies in such positions are to be filled by election. Candidates other than those recommended by the Nominating Committee may be nominated from the floor, provided that the nominee is eligible for election to the position and has consented to such nomination.

7.1.2 Members of the Nominating Committee shall be elected by the congregation at the Annual Business Meeting. One member shall be elected annually to serve a three-year term of office.

7.1.3 The Nominating Committee member whose regular term of office will expire at the next Annual Business Meeting shall serve as chair of the Committee in the fiscal year prior to the meeting.

Section 7.2   Ministerial Search Committee

A new minister is selected through a search and candidating procedure recommended by the UUA. The Ministerial Search Committee responsible for recommending a candidate for Minister to the congregation shall consist of seven Members elected by the congregation at the Annual or Special Business Meeting.

Section 7.3   Committee on Ministry

7.3.1 The purpose of the Committee on Ministry is to improve the quality of general ministry of the Fellowship and to provide assistance to the minister as needed. When appropriate, the Committee on Ministry shall involve the congregation in assessment and evaluation of the Minister and report the results to the Board. From time to time the Committee may undertake study of issues of congregational concern and make appropriate recommendation.

7.3.2 The Committee on Ministry shall consist of three members of the Fellowship appointed by the Board and subject to approval by the congregation at the Annual Business Meeting. Each year one member shall be chosen to serve a three-year term of office.

ARTICLE VIII - MINISTER

Section 8.1   Employment

8.1.1 A Minister shall be called upon recommendation of the Ministerial Search Committee by a four-fifths vote of the members present and voting at a congregational meeting called for that purpose (including any absentee votes counted under Section 5.6). The quorum for such a meeting shall be forty percent of the members eligible to vote at the meeting.

8.1.2 The compensation package of a Minister shall be determined by a vote of the congregation and shall be itemized in the proposed budget for each fiscal year. A written contract between the Minister and the Fellowship shall be approved by the Board, executed, and reviewed at least every three years.

8.1.3 A Minister may be dismissed by a majority vote of the members present and voting at a congregational meeting called for the purpose (including any absentee votes counted under Section 5.6). The quorum for such a meeting shall be forty percent of the Members eligible to vote at the meeting.

Section 8.2   Duties

8.2.1 The Minister shall be responsible for the conduct of worship within the Fellowship and nurturing the congregation’s spiritual interests and affairs. Parallel with the freedom of the pew, the Minister shall have freedom of the pulpit as well as the freedom to express her/his opinion outside the pulpit.

8.2.2 The Minister shall be responsible for performing such functions as ordinarily pertain to the office of minister in congregations of the Unitarian Universalist Association and as prescribed by the Code of Professional Practices and Guidelines of the Unitarian Universalist Ministers’ Association. The Minister shall be in fellowship with the Unitarian Universalist Association.

8.2.3 The Minister may participate, but not vote, in all meetings of the Board and committees other than the Nominating Committee and Ministerial Search Committee, except as otherwise designated by the Board, and shall have the privilege of the floor at all meetings of these bodies.

8.2.4 The Minister shall maintain strong working relationships with the members of the Staff and Board.

ARTICLE IX - AMENDMENTS

These bylaws may be amended at an Annual Business Meeting or Special Business Meeting if notice of the proposed amendment is included in the notice of the meeting and the amendment is approved by a two-thirds vote of the members present and voting, including absentee votes counted under Section 5.6.

ARTICLE X - DISSOLUTION

Section 10.1 Approval

The voluntary dissolution of the Fellowship may be approved at an Annual Business Meeting or Special Business Meeting if notice of the proposed dissolution is included in the notice of the meeting and the dissolution is approved by a two-thirds vote of the members present and voting, including absentee votes counted under Section 5.6; provided, however, that the Fellowship shall not be dissolved if twenty or more members notify the Clerk in writing, within fourteen days after the meeting, that they wish to continue the activities of the Fellowship.

Section 10.2 Disposition of Assets

In the event of dissolution of the Fellowship, all outstanding debts shall be paid and remaining assets, both real and personal, and including all property heretofore or hereafter donated to the Fellowship, shall become the property of the Unitarian Universalist Association, 25 Beacon Street, Boston, Massachusetts, or its successor, subject to all applicable laws. Dissolution and transfer of assets shall be in accordance with applicable law.

ARTICLE XI - SEVERABILITY

Any provision of these bylaws found invalid shall not have the effect of invalidating other bylaw provisions.

ARTICLE Xii - ENDOWMENT FUNDS

Endowment funds shall be administered in accord with special resolutions of the congregation establishing such funds, specific limitations set forth in applicable gift instruments, and Chapter 180A of the Massachusetts General Laws or successor legislation.

ARTICLE XII - TRANSITIONAL PROVISION

These bylaws shall take effect upon their adoption; however, sitting Officers, at-large members of the Governing Board, and others elected or appointed to positions under the prior bylaws shall continue to serve until their successors are chosen hereunder.