Unitarian Universalist Fellowship of McMinnville
This membership
shall be known as the Unitarian Universalist Fellowship of McMinnville, herein
after referred to as the “Fellowship” or “UUFM”.
These Bylaws
define the organization and ground rules for establishing and operating the
organization of the Fellowship while preparing application to join the
Unitarian Universalist Association (UUA).
We unite
in fellowship to foster spiritual values rooted in tolerance and individual
freedom of belief as articulated in the Principles and Purposes of the
Unitarian Universalist Association, and through the unity of this fellowship, to
give expression to these convictions. We
welcome all people regardless of race, class, physical ability, sexual orientation,
gender identity or religious affiliation.
Our goal
is to create a forum for Unitarian Universalist fellowship, for child and adult
religious education, and for social and community action and support.
The Fellowship will be led and run
by the membership, with or without a minister, and with support from nearby UU
churches, the Pacific Northwest District and the UUA.
Any person
16 years or older may become a member of the Unitarian Universalist Fellowship
of McMinnville (UUFM) by:
·
Signing
the membership book kept by the Secretary;
·
Conducting
one’s activities and working for UUFM according to the seven UU Principles;
·
Contributing
financially annually, as able; and
·
Actively
participating, as able, by devoting time and energy to activities necessary to
initiate and sustain our Fellowship.
Only
members of the Fellowship may:
·
Participate
in voting and elections,
·
Serve
as members of the Board of Directors, Chairpersons of other committees, and
delegates of the Fellowship at meetings of the Pacific Northwest UUA District
or the Unitarian Universalist Association.
A member
who leaves
Section 4.4 Termination of
Membership – For Cause
The Board
of Directors shall have the power to terminate the membership of any member:
·
Whose
conduct the Board of Directors deems to be illegal, disruptive, or unsafe to
the membership. Such person shall be given reasonable notice of the proposed
action, the reason(s) for it, and an opportunity for a Board of Directors
hearing prior to a vote by the Board of Directors to terminate membership. A motion for termination of membership which
is seconded shall require an affirmative vote of two thirds of the Board of Directors
to pass.
·
Who
is inactive for at least 18 months (for example, not attending UUFM services
and activities). Such person shall be given reasonable notice of the proposed
action. An inactive member may be reinstated to full membership by the Board
upon resumption of active participation.
Section 4.5 Membership Roll
The
official roll of members shall be maintained by the Membership Committee in
consultation with the Board and shall be updated on a quarterly basis for
internal uses.
ARTICLE V -- DEN
The goal
of this Fellowship is to become a member of the Unitarian Universalist
Association (UUA) and thereby, a member of the Pacific Northwest District
(PNWD) of the Unitarian Universalist Association. The Fellowship shall apply to the UUA at the
earliest possible time, following UUA established application requirements and
procedures.
The Board
of Directors applied for and received tax-exempt status from the
Internal Revenue Service effective
At all
meetings of the membership where votes are to be taken, a minimum of 25 percent
of the total membership shall be in attendance at each meeting to constitute a
quorum. The Secretary and Treasurer, or their designate(s), in consultation,
are responsible for establishing the number of members required for any quorum
of the membership. In cases involving calling or dismissing a minister or buying
or selling real property, a quorum shall consist of 75 percent of the total
membership at such meeting.
There will be an Annual Meeting of the members held no later than the
last day in May of each year which will include, at a minimum, the following
business items:
·
Election of new Board members.
·
Approval of the next year’s budget, as approved by
the Board of Directors.
·
Annual presentation of Committees as requested by
the Board of Directors.
·
Election of the Nominating Committee.
A special
meeting of the membership may be held in addition to the Annual Meeting. Special meetings may be called by the Board
of Directors, or upon written petition of not less than 25 percent of the
membership, presented to the chair of the Board of Directors. The agenda for a special meeting will be
limited to matters identified in the written or email notice of the
meeting. The time of a special meeting
shall be determined by the Board of Directors, but such meeting shall be held
within thirty days of delivery of a petition, or notice by the Board of
Directors.
All
meetings of the Fellowship shall be held at a place designated by the Chair of
the Board of Directors. Notice of
meetings of the Fellowship shall be given to members by surface or electronic
mail at least ten days prior to the time of the meeting. The notice of all
meetings shall contain the agenda. If extreme emergency prevents this ten-day
notice, every effort will be made to contact all members as quickly as
possible.
Those who
are not members of UUFM shall be welcome at all meetings, and shall be given
the courtesy of the floor, but they may not vote or make motions.
Only
members of the Fellowship who have been members for at least thirty days may
vote at a meeting of the Fellowship. An
absentee proxy ballot is allowed, except in the following cases:
·
Determining the existence of a quorum
·
Making
a motion to adjourn
·
Hiring or dismissing a Minister
·
Buying or selling real property
Absentee
proxy ballots must be received by the Board of Directors prior to or at the
meeting. If the ballot wording is
changed during the meeting, the absentee ballots will no longer be valid.
The business of the Fellowship shall be conducted in general accordance with “Robert’s Rules of Order.”
The Board
of Directors shall consist of seven directors who shall have administrative,
financial and operational responsibility for implementation of the approved
purposes, budget, programs and day to day business of the Fellowship.
The Board
of Directors shall be elected from among the general members. The seven voting directors comprising the
Board shall include a Chair, Vice-Chair, Secretary, Treasurer and three other,
non-officer members who will serve as liaisons to other committees. Any outgoing Chair of the Board of Directors
whose term on the Board of Directors has expired shall serve an additional year
on the Board of Directors as an ex-officio non-voting member.
There
shall be an Executive Committee composed of the Chair, Vice-Chair, and one
other Board of Directors member, as designated by the Chair. This Committee shall have power to act as the
whole Board of Directors between meetings and only in case of emergency. Meetings of the Executive Committee shall be
held on the call of the Chair or, in his or her absence, the Vice-Chair. If either the Chair or the Vice-Chair is
unable to participate, then the Treasurer will join the Committee. Issues coming before this committee shall be
resolved by a majority vote of the Executive Committee members. Minutes of any Executive Committee meeting shall
be published to the membership. All
decisions of the Executive Committee are subject to review and ratification by
the full Board of Directors at its next regular meeting. All decisions voted on
by email must be ratified by the Board of Directors at the next scheduled
meeting.
The Council
of Former Chairs, composed of former Chairs of the Board of Directors not
currently serving on the Board, shall be consulted to obtain non-binding advice
and perspective to the Board of Directors or membership regarding issues and
proposed decisions which involve important changes to the organization of the
Fellowship. Obtaining advice from this
committee is a requirement before any significant organizational change can be
made, including, but not limited to:
·
Changes
to the Bylaws,
·
Re-organization
or elimination of committees,
·
Change
of facility or location of meetings.
The
Nominating Committee (a standing committee) shall be elected by the general
membership at the Annual Meeting. Once the Nominating Committee has been
elected, it is immediately active and lasts until the next Nominating Committee
is elected to replace it. Members of the
Nominating Committee may not be appointed by the Nominating Committee as candidates
for the Board of Directors. See Article
XI below for details of the election process.
The Nominating Committee will be elected from among the
general members and composed of a Chair, two other members, and two alternates.
Section
8.5.2 Nominating Committee Duties
The Nominating Committee shall:
·
Prepare
a list of qualified nominees for Board positions and the new Nominating
Committee to be filled by election at the annual business meeting
·
Shall
recommend to the Board, upon request, qualified persons to fill vacancies which
may arise from time to time on the Board and on committees
·
Select
two non-Board members to conduct the annual audit of the UUFM finances
Names of all persons nominated by the committee shall be
sent to all members of the Fellowship with the notice of the annual meeting. At
the annual meeting, nominations may also be made from the floor. No person
shall be nominated without his or her consent.
Other
committees of the Fellowship shall be designated or approved by the Board of
Directors.
The members
of the Board of Directors shall assume their duties immediately after the
meeting in which they are elected and serve their prescribed terms, or until
the election or appointment of a successor to their position.
The Board
of Directors shall have the general charge of the property of the Fellowship
and the conduct of its affairs, provided however, that the membership shall
approve all contracts relating to the purchase or sale of real property and non-routine
expenditures in excess of $1,000. In an emergency,
the Board of Directors, by unanimous vote, may authorize a larger expenditure
for a non-routine purpose. It will also
be responsible for carrying out the necessary steps in applying for, gaining
acceptance and maintaining our status as a member of the Unitarian Universalist
Association.
The Chairs of all standing committees, excluding the
Nominating Committee, shall be approved by the Board of Directors.
The Board of Directors shall approve individual(s) serving
as delegates to any UUA General Assembly or Council. These appointments will be part of the Board
of Directors minutes and will be announced to the general membership at least
two weeks prior to the Assembly or Council.
There shall be a manual of Policies and Procedures,
approved and maintained by the Board of Directors.
The Chair of
the Board of Directors shall preside at all business meetings of the membership
and the Board of Directors, and may serve as an ex-officio member without
voting privileges on all committees, except the Nominating Committee. The Chair shall also be authorized to execute
all contracts, deeds, mortgages, agreements, or other written instruments
required to carry out the approved business of the Fellowship.
The Vice-Chair
shall assume the duties of the Chair during any period of temporary absence or
incapacity of the Chair. In the event of
death or resignation of the Chair, or in the event of his or her incapacitation,
as determined by majority vote of the Directors (excluding the Chair) attending
a duly convened meeting of the Board of Directors, the Vice-Chair shall succeed
to the Chair.
The
Secretary shall keep accurate written records and minutes of proceedings at all
meetings of the Fellowship and the Board of Directors, and shall be the
custodian of all Fellowship records other than financial records.
The
Treasurer shall be responsible and provide oversight for all financial activity
including but not limited to: collections, deposit and disbursement of funds,
maintenance of accurate financial records and policies as approved by the Board
of Directors, and financial reporting to the Board of Directors and membership
as required. The Treasurer is also
responsible for assisting in preparation of an annual budget and obtaining the
approval of the Board of Directors of such budget prior to the Annual Meeting.
All checks over $50 written on accounts opened by the
Fellowship will be co-signed by the Treasurer and by the Chair or Vice-Chair of
the Board of Directors, or his/her designee.
A member of the Board of Directors who misses three consecutive meetings of the Board of Directors may be discharged from the office by majority vote at a regular meeting of the Board of Directors. A member of the Board of Directors may also be removed from the Board of Directors for breach of trust or gross misconduct by a vote of two thirds at a regular meeting of the Board of Directors. Any member so removed may not serve on the Council of Former Chairs.
The term
of office for members of the Board of Directors shall be three two years. Officers of the Board of Directors shall
serve one year terms, which terms shall be annually approved by the Board at
the first Board meeting held after the Annual Meeting of the members. Board
member terms shall be staggered so that no more than four members’ terms expire
each year.
Members of
the Board of Directors are limited to two consecutive three two-year
terms of service, plus the unexpired portion of any term to which a member may
be initially appointed by the Board of Directors.
All officers and employees shall be under surety bond to the Fellowship at its expense, if deemed necessary by the Board of Directors.
The Board
of Directors will meet monthly (the “regular Board of Directors meeting”), or
more frequently as the members of the Board of Directors decide. All Board of Directors meetings shall be open
to the members of the Fellowship.
A quorum
of the Board of Directors shall consist of a majority of the existing members
of the Board of Directors.
All
meetings of the Board of Directors shall have minutes produced and promptly published
and where possible, these minutes will be made available on the Web-site. In particular, the minutes of any meeting
that includes a vote of the Board of Directors will record the information
about the vote, including, but not limited to the following: a) the motion as
seconded or amended; b) the vote count, including Yeas, Nays and
Abstentions. All minutes of the Board of
Directors meetings and financial records of the Fellowship, except for the
records of individual pledges and contributions received, may be inspected by
members at any reasonable time.
An audit
of the financial records shall be conducted at the end of each fiscal year by
two members of the Fellowship, as selected by the Nominating Committee. Any change in this procedure requires a
majority vote by the Board of Directors.
In any
election, only members may vote and balloting will be secret. The votes will be counted by two members who
are not candidates. The results will be
announced to the members prior to the close of the election meeting. In addition, the outcome of an election will
be sent to the membership via mail or email.
Each May,
there shall be a ‘special Annual Meeting’ called by the Board of Directors to
hold elections for the next Board of Directors and Nominating Committee, as
stipulated below.
The
Nominating Committee shall present to the annual election meeting one or more candidates
for each vacancy on the Board of Directors as well as five candidates for the
next Nominating Committee. Nominations
for every position may be made from the floor.
At the Annual
Meeting, the membership will vote to select the members of the next Board of
Directors as well as the next Nominating Committee. Board of Directors officers and members shall
be elected by majority vote. Three Nominating
Committee members and two alternates shall be elected by majority vote. The Nominating Committee shall select its own
Chair from among those elected.
At their
first meeting, the newly elected Board of Directors, by majority vote, shall
elect the officers: Chair, Vice-Chair, Treasurer and Secretary.
Upon a
vacancy in any elected Board position prior to the expiration of a term of
office, the Board of Directors will ask the Nominating Committee to recommend a
candidate to fill the vacancy. This
candidate will be installed to fill the vacancy upon a majority vote of the Board
of Directors. The term of a new Director
filling a vacancy created prior to the expiration of a term shall be that of
the Director creating the vacancy. The Board
of Directors will select replacements for the Nominating Committee from among
the Nominating Committee alternates, as available.
ARTICLE XII – MINISTER
Section 12.1 Qualification
Any
minister called by this Fellowship shall be a Unitarian Universalist minister.
Section 12.2 Selection
Process
The
authority to call a minister is vested exclusively in the Fellowship as a
whole. This authority can be exercised only in a duly called Fellowship
meeting. If the Fellowship desires to call a minister, a Ministerial Search
Committee shall be elected by the Fellowship to conduct the search and
recommend a candidate to the Fellowship. The Board, upon the advice of the
Search Committee and with the concurrence of the candidate, shall recommend to
the membership a proposed contract or letter of agreement between the minister
and the Fellowship. The Board shall call a special Fellowship meeting to call
the minister and approve the contract or letter of agreement. Voting shall be
by secret ballot. Election and approval shall be by at least three-fourths
(3/4) of the members present and voting.
13.1 Fiscal Year
The fiscal
year of the Fellowship will run from July 1st to June 30th.
13.2 Budget Allocation
A budget
allocating funds for each fiscal year shall be enacted by the Fellowship. The funds governed by the annual budget
comprise the General Fund. The Board of
Directors is authorized to spend money from the General Fund balance on hand to
meet the purposes of the budget. The
Board may adjust funds within the budget to meet the changed conditions.
13.2.1
Reserve Fund
A Reserve Fund shall be established consisting of surplus
funds allocated for the purpose of providing a margin of safety in meeting
emergency needs, as further defined in the policy manual.
13.2.2
Building Fund
A Building Fund shall be established consisting of surplus
funds allocated for the purpose of buying, selling, leasing or renting real
property.
Officers and members of the Board of Directors of the
Fellowship shall be indemnified by the Fellowship as set forth in the Articles
of Incorporation of the Fellowship.
These Bylaws
may be amended at a meeting of the membership by a two-thirds vote of those members
present and voting at an Annual or Special Meeting at which a quorum is present,
provided that proposed amendments to these Bylaws shall be submitted to the
members by surface or electronic mail at least 30 days prior to the meeting. The notice will include the date and place of
an open meeting to discuss the proposed changes.
Upon
dissolution of the Fellowship and after provision is made for all of its
liabilities, its net assets shall be transferred to the UUA in accordance with
the provisions of the Articles of Incorporation.
ADOPTION
Notwithstanding
Section 6.1, these bylaws must be approved by at least a two-thirds majority of
all members present at a properly called meeting. In addition, the quorum at
such a meeting must be at least 25 percent (25%) of the Fellowship’s entire
membership.
If
accepted by the Fellowship, these bylaws will supercede any previous bylaws.
Date of
Adoption: