Unitarian Universalist Congregation

BYLAWS
of the
Unitarian Universalist Congregation

As amended through May 22, 2005.

I
Name

The official name of this religious society shall be the Unitarian Universalist Congregation*, hereinafter called (Congregation).
    (* by vote of members at the Annual Meeting, May 22, 2005)

We unite in a congregation of free minds joined in the quest of high values in life and religion. It is our purpose to study and practice a liberal religious faith, to further individual freedom of conscience and belief, to promote the process of democracy in human relationships and in social institutions, and to encourage a healthy and united world community.

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This society shall be a member of the Unitarian Universalist Association, hereinafter called (UUA), and of the Ohio Meadville District, hereinafter called (District), thereof. It is the intention of this society to make annual financial contributions at least equal to its full fair share as determined by the UUA and the District.

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Membership in this congregation shall be open to all persons regardless of race, color, sex, age, national ancestry or origin, handicap or personal lifestyle. Any person may become a member of this congregation who is in sympathy with its purposes and programs and who has signed the membership book.

Membership is a covenant between the congregation and the individual and requires participation, service and financial support.

The right to vote on congregational issues is guaranteed to all members who participate actively.

Only voting members may hold elected office.

Only voting members shall be counted for quorums at business meetings, for purposes of UUA or District annual reports, or to determine voting representation at UUA or district meetings.

The Board shall determine a procedure for removing voting rights of inactive members, following notice to such member of his or her status, and the provisions for retaining voting rights. The Board shall also determine a procedure for removing inactive members from the membership roll.

Other members, who have not reached the age of eighteen (18) years, or whose participation is limited because of distant residence, or by personal choice, shall have all the other rights of membership except the right to vote or hold office.

Current lists of both the total voting and non-voting membership of the congregation shall be maintained by the Membership Committee and reported to the Governing Board, hereinafter called (Board), prior to the Annual Meeting.

Any member who attends a business meeting shall be presumed to have the right to vote. Upon a challenge by any other member, the Chair shall determine the member's voting privileges. Any member who disagrees with the Chair's decision may appeal to the Board at its next regular meeting.

Rights of members. This congregation values and affirms those historic rights of free speech, free thought and free worship; and these rights are guaranteed to all who worship with us.

Freedom of conscience is guaranteed to all members. Recognizing that in democratic organizations, the will of the majority shall prevail, we affirm the inherent right of all who disagree with the majority to hold fast to their convictions and pledge our respect for such views.

To shield members from legal liability from congregational actions, the Board shall maintain reasonable liability insurance coverage and shall endeavor to act in a lawful manner at all times. Notwithstanding this general principle, the tradition and prophetic power of civil disobedience is recognized. These personal rights and freedoms in no way permit an individual to speak for the congregation except for matters that have been duly endorsed by the congregation, as defined in other sections of these Bylaws.

V
Meetings

Annual Meeting. At least one business meeting shall be held annually during the month of May at a time and place established by the Board. The order of business at such annual meeting shall include:

2. Annual written reports of the committees

4. Report of nominating committee

5. Election of Trustees, Officers and Nominating Committee

Business meetings. All business meetings shall be called by the President of the congregation upon written notice given at least ten (10) days before the date of the business meeting. Such notice shall include time and place, and the description of the business intended to be transacted.

The President of the congregation may be directed to call a business meeting by a majority of the Board and shall call a business meeting upon the written request of twenty-five (25) percent of the membership. Otherwise, the President shall call such meetings at such times and places as the President shall deem necessary and appropriate.

Emergency Meetings. When a situation requires immediate action, an emergency meeting may be called by the President without a ten-day notice. such emergency meeting shall be held only after all reasonable efforts are made to contact and inform the membership of the time and place of the meeting and the nature of the business to be discussed. Business to be conducted at an emergency meeting shall be limited to that specified purpose.

Quorums. Unless otherwise specifically provided in these Bylaws, quorums at all business meetings shall consist of twenty-five (25) percent of the membership. A lesser number shall adjourn the meeting. Proxy/Absentee ballots may not be counted for the purpose of establishing a quorum.

Absentee Ballots. Absentee ballots may be cast by members on any issue on which a written ballot is provided. Such absentee ballots must reach the Governing Board by the day of the vote.

Proxy Ballots. Proxy ballots may be given to and exercised by voting members of the congregation provided the chair of the meeting is given written notice of the proxy before the meeting, unless proxy ballots are proscribed in the notice of the meeting.

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The Board shall consist of eight members. It shall include a President, Vice President, Treasurer, Secretary and four Trustees.

Terms of Election. Members nominated to be a Trustee shall have been voting members of the congregation for at least one year at the time of the election.

The President and Vice President are each elected for a term of one (1) year. The Secretary and two (2) Trustees shall be elected in odd numbered years for terms of two (2) years. The Treasurer and remaining two (2) Trustees shall be elected in even numbered years for terms of two (2) years.

The Treasurer may serve an unlimited number of terms. All other officers and trustees are limited to two (2) full terms in succession during any one period of service.

Vacancies. Vacancies on the Board shall be filled by election at the next business meeting of the congregation following any vacancies. Such vacancies shall be filled for the unexpired terms. The nominating committee shall provide one or more names in nomination for each position to be filled by the special election.

Recall. While the probability of a recall action is remote, the membership is empowered via petition of twenty five (25) percent of the members to require the convening of a special meeting for a recall action. An officer or trustee shall be removed if sixty (60) percent of the voting members present vote for removal. A quorum for recall shall be forty (40) percent of the voting membership.

Responsibilities. The Board is empowered to act by signature or otherwise on behalf of the congregation in such legal capacity as may be required by law for the possession and or disposition of the property of the congregation and the conduct of the business of the congregation.

The Board shall arrange for bonding or insurance, of such types and amounts as will ensure the safety of the properties, including the funds, of the congregation.

The Board and the individual officers have the specific powers enumerated herein, and those powers necessarily implied in the conduct of the business of the congregation. Such powers may be delegated to the minister, to the various committees, or to other individuals.

A. The President shall:

1. chair all meetings of the Board, and

2. chair all business meetings of the congregation, and

3. carry out the duties usually associated with the office of President, and

4. be ex-officio member of all standing committees except the Nominating Committee and the Committee on Ministry.

In the absence of the Treasurer, the President may disburse funds and pledge the credit of the congregation.

B. The Vice President shall assume the office of President if the incumbent resigns, is recalled, or cannot otherwise fulfill the office. In the temporary absence or incapacity of the President, the Vice President shall stand in for the President. Otherwise, the Vice President shall assist the President in such ways as are mutually agreeable.

C. The Secretary shall be responsible for:

1. keeping accurate records of all meetings of the membership, the Board, and executive correspondence, and

2. serving as custodian of the records and archives of the congregation, which shall be kept in the congregation's business office.

D. The Treasurer shall be responsible for:

1. ensuring the safe receipt and keeping of the monetary assets of the congregation, and

2. the disbursement and disposition of funds at the direction of the Board, and

3. maintaining a complete account of the finances of the congregation and making such accounts available for inspection by any voting member upon request, and

4. making periodic reports as requested by the Board, and

5. presenting an annual report to the membership within sixty (60) days of the close of each fiscal year, and

6. serving as a member ex-officio of the Finance committee.

E. The Trustees shall have the primary responsibility for protecting and preserving the real property and other capital assets of the congregation. (According to West Virginia law, only the Trustees own the congregation's real estate.)

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Nominating Committee. The Nominating Committee shall be elected at each annual meeting, and serve as a standing committee until the next succeeding Annual Meeting.

The three (3) persons receiving the most votes shall constitute the Nominating Committee, with the person having the most votes serving as Chairperson. The two persons having the fourth and fifth largest number of votes shall serve as alternates to the Nominating Committee.

The Nominating Committee shall submit a slate of candidates one month before each annual meeting, to include at least one (1) candidate for each officer or trustee term and five (5) candidates for a new nominating committee, including no more than three (3) candidates from the current nominating committee. The nominating committee shall also nominate candidates for unexpired terms as necessary.

Committee on Ministry. The Committee on Ministry shall consist of three (3) voting members of the congregation chosen by the Minister and confirmed by the Board.

This standing committee shall act as a confidential moderator between the Minister and the congregation, to ensure congenial, equitable, and productive relationships.

Endowment Committee. The Committee shall consist of five members, all of whom shall be voting members of the UUFKV. The term of each member shall be two (2) years. The Congregation shall elect five (5) members of the Committee: Three (3) for a term of two (2) years and two (2) for a term of one (1) year. Thereafter, at each annual meeting, the Congregation shall elect the necessary number for a term of two (2) years. The slate shall be provided by the Committee and approved by the Board. No member shall serve more than three (3) consecutive two (2) year terms.

Other Committees. The Board shall establish such other committees as are necessary for the orderly conduct of the business of the congregation. The Board shall have the power to define the areas of responsibility, shall choose the chair of each committee, and shall have the power to restructure or reconstitute any non-functioning committee.

Committee meetings shall be open to all members of the congregation, except when prudent business legitimately requires confidentiality, as with personnel matters, the Nominating Committee and the Committee on Ministry. Notice of open meetings shall be given to the President, and whenever feasible, published in the newsletter or Sunday bulletin.

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The Minister shall be responsible for the conduct of worship within the congregation, and shall provide guidance, leadership, and inspiration in the affairs and activities of the congregation. The minister shall have freedom of the pulpit as well as freedom to express opinion outside the pulpit.

The Minister shall be an ex-officio member of the Board and of all committees except the Nominating Committee.

Ministerial Call. A decision to begin the process of calling a minister shall be authorized by a majority vote of the voting members. A minister may be called, following a recommendation of the Ministerial Search Committee, by an eighty (80)% majority of those voting members present at a meeting of the congregation legally called for that purpose.

Ministerial Dismissal. The Minister may be dismissed by a sixty (60) per cent vote of the total voting members at any meeting of the congregation legally called for that purpose.

In the event of the Minister's dismissal, the salary and allowances shall be continued for three months after the date of dismissal.

Ministerial Resignation. Should the Minister offer a resignation, at least three month's notice shall be given.

Quorum for Ministerial Decisions. The quorum requirement for deciding ministerial call or dismissal is to be forty percent (40%) of the voting membership.

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When accepted by the congregation and commissioned by the Ohio Meadville District, a lay voting member of the congregation may function as a Commissioned Lay Leader, as specified in a written charter, which charter shall not conflict with these Bylaws. The charter may include the conduct of marriage ceremonies and other rites of passage. The Commissioned Lay Leader shall have all the rights of other voting members and shall complement the services of the Minister.

The fiscal year will end June 30.

XI
Amendments to Bylaws

Amendments to and revisions of these by-laws shall be made by a majority vote of the members present at a duly called business meeting, providing that notice of such amendments and revisions be in writing and accompany notice of the meeting.

Bylaws shall be reviewed by the Board at least every three (3) years for revision or reaffirmation.

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Should this congregation cease to function as a religious society or the membership vote to disband, any assets of the society shall be transferred to the Unitarian Universalist Association for its general purposes. This transfer is to be made in full compliance with applicable state and federal laws.

Bylaws adopted May 13, 1988

Amended April 16, 1989

Amended February 3, 1991

Amended April 13, 1994

Amended May 15, 1998.

Amended May 21, 1999.

Name of organization changed from Unitarian Universalist Fellowship of the Kanawha Valley to Unitarian Universalist Congregation at the Annual Meeting, May 22, 2005.