Constitution and By-Laws

Constitution and By-Laws of the Unitarian Universalist Church of Greensboro

Preamble

As a member congregation of the Unitarian Universalist Association, we covenant 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 congregations;
A free and responsible search for truth and meaning;
The right of conscience and the use of the democratic process within our congregations and in 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.

The living tradition which we share draws from many sources:

Direct experience of that transcending mystery and wonder, affirmed in all cultures, which moves us to a renewal of the spirit and an openness to the forces which create and uphold life;
Words and deeds of prophetic women and men which challenge us to confront powers and structures of evil with justice, compassion and the transforming power of love;
Wisdom from the world's religions which inspires us in our ethical and spiritual life;
Jewish and Christian teachings which call us to respond to God's love by loving our neighbors as ourselves;
Humanist teachings which counsel us to heed the guidance of reason and the results of science, and warn us against idolatries of the mind and spirit;
Spiritual teachings of Earth-centered traditions, which celebrate the sacred circle of life and instruct us to live in harmony with the rhythms of nature.

Grateful for the religious pluralism, which enriches and ennobles our faith, we are inspired to deepen our understanding and expand our vision. As free congregations we enter into this covenant, promising to one another our mutual trust and support.

I. Principles and Purposes

A. Name

The name of this religious congregation shall be The Unitarian Universalist Church of Greensboro.

B. Mission

The religious community of the Unitarian Universalist Church of Greensboro

Welcomes diversity and respects individual freedom;
Supports a responsible search for truth and meaning through worship and
religious education;
Celebrates our religious traditions and life passages;
Serves the ethics of love and justice in the wider community;
Serves the spirit as each individual understands it;
Grows relationships of respect and justice within our congregation;
Educates members of our community about our proud heritage.

C. Denominational Affiliation

The Unitarian Universalist Church of Greensboro is, and shall be, a member of the Unitarian Universalist Association, and the Thomas Jefferson District of the UUA.

D. Welcoming Congregation

The Unitarian Universalist Church of Greensboro declares and affirms responsibility to promote the full participation of persons without regard to race, color, gender, physical and mental challenge, affectional or sexual orientation, age, national origin, socioeconomic status, political affiliation or previous religious affiliation.

II. Membership

Membership in the Unitarian Universalist Church of Greensboro is open to anyone who is in sympathy with the principles of the UUA and the mission of the church (as stated in the Preamble and Section I.B of these by-laws). Final authority in all matters affecting the congregation is vested in its legal membership, which has unrestricted authority to direct the various constituent organizations and personnel of the congregation, as appropriate.

A. Member

Any person fourteen (14) years of age or older may become a voting member of the congregation by signing the membership book in the presence of the Minister and/or an officer of the church. By signing the membership book, the new member indicates his or her sympathy with the principles of the Unitarian Universalist Association and the mission of the Unitarian Universalist Church of Greensboro. All members of the church have full voice and vote (except where precluded by these by-laws).

Members are requiredto support the mission of the church through participation in its programs, as able, and by making an annual financial contribution of record. By October 31^st of each year, the Board shall determine the status of all members. Those who have not made a financial contribution of record shall be notified. Members who have not made a financial contribution of record by December 31^st of each year shall be dropped from the membership roles.

B. Friends

An individual who wishes to support and participate in the activities of the church but prefers not to be a member will be considered a friend, with all the rights of membership except the right to vote and to hold elective office in the church. Friends are not counted as members in determining a quorum, though they have a voice at all meetings.

III. Congregational Meetings

A. Legal Meeting

Any meeting of the congregation called and with notice given in accordance with the provisions of these by-laws at which a quorum is present shall be considered a legal meeting. Only the business stated in the notice of the meeting may be transacted at a legal meeting.

Congregational meetings shall be governed by the rules in the Democratic Rules of Order by F.Francis and P. Francis.

B. Annual Meeting

The regular business meeting of the church shall be called the Annual Meeting and held each year in May at a time and place designated by the Board of Trustees (for detailed description of Board, see section V.A). The agenda for the Annual Meeting shall include approval of a budget for the next fiscal year and presentation of annual reports by the President, Minister and Treasurer. Election of Officers, trustees and the nominating committee (described in section V.G) shall follow presentation of these reports.

C. Other Meetings

Other congregational meetings may be called at the discretion of the Board of Trustees or as the result of a written petition from ten percent of the membership.

D. Notice of Meetings

Notice of congregational meetings must be mailed to all members at least 15 days prior to the meeting. This notice shall include the time and place of the meeting, a listing of all business to be conducted, and provisions for absentee ballots.

E. Quorum

A quorum for a congregational meeting shall be twenty percent of the total membership. Absentee ballots shall not be counted as part of the quorum.

F. Absentee Ballot

Members who cannot attend a congregational meeting may vote by absentee ballot. The completed absentee ballot must be received by an officer of the church prior to the voting date. Absentee ballots shall be opened at the meeting and counted as part of the regular vote. In case of substantial amendments or changes to the scheduled business items, as defined by a simple majority of those present, absentee ballots will be rendered null and void.

G. Majority Rule

A simplemajority of those voting at a legal congregational meeting shall determine results, except as specifically stated elsewhere in these bylaws.

IV. Actions Requiring Membership Approval

The membership retains exclusive authority, expressed by a simple majority vote at a legal congregational meeting, for the following:

Approval of the annual budget.
Any unbudgeted expenditure in excess of $10,000.00.
The buying and selling of Church real property.
Major changes in the structure of layout of Church real property, either building or grounds.
Any long-term, or semi-permanent, or permanent arrangements with a professional leader, such as a minister, or the termination of any such agreement.
Election of Church Officers and Trustees.
Recall of a member of the Board of Trustees
Approval of amendments and revisions to the constitution and by-laws, as detailed in section X.
Any political, social, economic, religious, or other endorsement or stand to be taken in the name of the Church, as detailed elsewhere.

In other matters, the Board of Trustees is vested with the power to act for and in the name of the congregation.

V. Church Operations

Except as detailed in section IV, the routine operation of the Church is directed by the legally elected governing body. The governing body is accountable to the membership, and should regularly report its activities through the newsletter or other means.

The administrative and fiscal year is to be from July 1 through June 30.

A. Governing Body

The governing body of the Church shall be called the Board of Trustees and shall consist of five (5) Officers and nine (9) Trustees. The membership of the Board shall, in so far as possible, be representative of the diversity of the congregation. Two members of the same family unit are discouraged from serving on the Board of Trustees at the same time.

Officers of the Board shall consist of:

The President, who is the chief executive officer of the Church and is answerable to the governing body and to the Church congregation. During Board meetings, the President votes only to make or break a tie.
The Vice President, who assists the President, acts for the President at the President's request, and becomes President if, for any reason, the President is unable to serve. The Vice President shall also serve as the chair of the Program Council.
The Secretary, who is custodian of the Church records, (including up-to-date versions of the constitution and by-laws, the membership roster, and a policy and procedures manual of church operations) and adds such records as are considered necessary. The Secretary informs the congregation in writing through the Church newsletter or otherwise of action taken by the governing body.
The Treasurer, who is the custodian of the Church property and funds of all types. The Treasurer pays out the Church funds only on the basis of an approved budget and other authorization from the governing body. The Treasurer also keeps records of mortgages, insurance, and any other such items that should be called to the attention of the Board or paid periodically, and provides regular financial reports as required by the Board of Trustees and membership. At the request of the Treasurer, the Board may appoint assistants to help with specific tasks (e.g., record keeping, management of funds) under the Treasurer’s supervision.
The Past President, who serves as voting member of the Board and advises and assists the President. The Executive Committee consists of the President, Vice President, Secretary, and Treasurer. In consultation with the Minister, the Executive committee will set the agenda for Board meetings and respond to emergencies as they arise.

All members of the Executive Committee shall be bonded.

Minimum Requirements for Office

President: two years membership; one year board service (trustee or officer); at least twenty-five years of age; demonstrated leadership ability; bondable

Vice President: two years membership; one year board service (trustee or officer) or one year as a committee chair; at least twenty-five years of age; demonstrated leadership ability; bondable

Secretary: one year membership; one year board service (trustee or officer) or committee chair or program council recording secretary or committee recording secretary; at least twenty-one years of age; demonstrated leadership ability; bondable

Treasurer: one year membership; one year board service (trustee or officer) or one year as a finance committee member; at least twenty-one years of age; demonstrated leadership ability; bondable

Board Trustee: one-year membership; demonstrated leadership ability

B. Term of Office

The President, Vice President, Secretary and Treasurer are elected annually by the congregation, to serve one year.

Three trustees shall be elected annually by the congregation to serve a three-year term.

No individual shall hold more than one elective office at the same time, and shall not serve more than two consecutive terms in any one elective office, except as otherwise authorized by the Board of Trustees. Extended terms of office may not exceed one year.

At the election of a new President, the past President most recently having completed a full term will assume the position of Past President on the Board of Trustees. S/he will hold this position until the election of another new President. Should s/he choose not to serve this position, it will be vacated until another new President is elected.

C. Board Meetings

All meeting dates and times of the Board of Trustees shall be published in advance of the meeting date. This meeting notice shall include, but not be limited to, inclusion in the regularly published newsletter, orders of service, and available electronic means.

Meetings shall be held at a public place to be determined by the Executive Committee.

The Board shall provide a time for guests to speak to the Board on matters of concern.

A quorum for the Board of Trustees is seven members. Action of the Board of Trustees is determined by a simple majority of those voting at a legal meeting of the Board of Trustees.

The regularly scheduled monthly meeting shall constitute a legal meeting of the Board of Trustees. Other legal meetings may be held when called by the President or in writing to the President by at least five (5) Board members and when a minimum of 24 hours public notice is given.

Board meetings shall be governed by the rules in the Democratic Rules of Order by F. Francis and P. Francis.

D. Open/Closed Meetings

All meetings of the Board of Trustees shall be open except as provided below:

Upon a two-thirds vote of approval by the Board to a proper motion, the Board may retire to an executive session that is closed to all except Board members and invited guests. All other guests will be asked to leave the meeting room for the duration of this session.
During this closed session, only matters of legal counsel or as brought to the Board by the Human Resources Committee or the Committee on the Ministry may be discussed. No vote of the Board may be taken nor motions made while in closed session. At the termination of the closed session, the Board must return to open session where a vote may be taken if warranted by the discussions of the closed session.
No meeting may be adjourned while in closed session.
No votes of the Board may be taken outside an open meeting. This includes votes through e-mail or any other electronic medium between Board members.

E. Vacancies in the Board of Trustees

Vacancies in the Board of Trustees occurring during the year are filled for the balance of that year by the President, subject to the approval of the Board of Trustees at a legal meeting.

Positions on the Board of Trustees shall be declared vacant by a majority vote of the Board if any officer or trustee ceases to be a member of the Church, submits a written resignation, or is absent without cause from Board of Trustee meetings for three consecutive months.

F. Jurisdiction of Board of Trustees

As individuals and as a group, the Board of Trustees agrees to act in the best interests of the Church, according to their full knowledge and ability. The duties of the Board include, but are not limited to:

Presenting an annual operating budget to the congregation for approval at the Annual Meeting;
Authorizing unbudgeted expenditures of $10,000 or less;
Appointment, employment and termination of all Church Staff except the Minister;
Forming and dissolving such committees as required for the efficient operation of the Church;
Choosing official delegates to represent the Church at denominational conferences and meetings, including the UUA General Assembly;
Defining the roles and functions of the officers and other administrative personnel not specified elsewhere;
In the absence of a Minister, the Board shall have jurisdiction over the content and format of the weekly church services;
Arrange for an internal or external audit at least once every five years.

G. Committees and Appointments

The Executive Committee consists of the President, Vice President, Secretary, and Treasurer. In consultation with the Minister, the Executive committee will set the agenda for Board meetings and respond to emergencies as they arise.

The Program Council shall consist of a representative from each program-oriented committee of the church.

The Committee on the Ministry serves to strengthen the quality of ministry within the congregation. The composition and responsibilities of this committee are subject to mutual agreement between the Minister and the Board of Trustees and will be included in a written agreement between the two parties.

The Nominating Committee consists of five congregational members elected at the annual meeting from nominations made from the floor. The Nominating Committee serves a one year term from annual meeting to annual meeting, and selects its own chairperson. No member shall serve consecutive terms on the Nominating Committee and no Officer of the Church shall serve on the Nominating Committee. Two members of the same family unit are discouraged from serving on the Nominating Committee at the same time. Vacancies occurring during the year on the Nominating Committee are filled by the President with the approval of the Board of Trustees. The Board will share the current goals of the Church with the Nominating Committee. The Nominating Committee prepares a slate of officers, Board members and Endowment Fund Committee member(s) for election at the Annual Meeting. Reflecting the democratic process, it is advisable to nominate multiple candidates for each position. In addition to the slate offered by the Nominating Committee, any member may be nominated for any elective office from the floor at the time of the annual meeting. Announcement of the proposed slate of officers and Board members must be included in the notice for the Annual Meeting. The Nominating Committee will also recommend committee chairpersons to the President and assist with filling other vacancies as needed throughout the year.

The Endowment Committee consists of three congregational members, all of whom shall have been voting members of UUCG for at least two years prior to election, elected at the Annual Meeting. At the first Annual Meeting following adoption of this amendment, the congregation will elect one member to serve a one year term, another member to serve a two year term, and a third member to serve a three year term. At subsequent annual meetings, the congregation will elect one member for the vacant seat, plus any to fill vacancies.

The Endowment Committee will carry out the duties and responsibilities found in the separate document “UUCG Endowment Fund Operations.” That “UUCG Endowment Fund Operations” document will be adopted and may be amended only by a two-thirds majority at a legally called congregational meeting.

The Board of Trustees shall appoint and disband such other committees as it may deem necessary for the efficient operation of the Church administration and program. All committees are accountable to the Board of Trustees and, ultimately, to the membership.

Except for the Nominating Committee and the Committee on the Ministry, committee chairpersons are appointed for the church administrative year by the President, subject to Board approval and after consultation with the Vice President and the Nominating Committee

H. Recall of an Officer or Trustee

Any member of the Board of Trustees may be removed from office by a two-thirds vote at a legal congregational meeting.

VI. The Minister

A. Responsibilities of the Minister shall be:

The conduct of worship within the church and for spiritual, intellectual, and ethical guidance of the congregation.
To work in close cooperation with the Church Officers, Board of Trustees, and other committees and organizations of the Church.
To abide by UUMA guidelines in personal conduct.
To perform any other duties mutually specified in the ministerial agreement.

B. Rights of the Minister shall include:

Full freedom of the pulpit to speak as an individual.
Freedom to express personal opinions outside the pulpit.
Any other rights mutually agreed upon in the contract.

C. Procedures for arranging for the service of a Minister

A motion will be offered by the Board of Trustees at a legal congregational meeting to obtain the services of a minister. Included in the motion will be an estimate of the amount of money needed to support a minister. To carry, such a motion must have the approval of at least two-thirds of those present and voting.
A Search Committee shall be activated to search for a minister. Such committee shall consist of seven members, who shall be legal members of the Church and representative of a cross section of the congregation. A membership slate of the seven shall be submitted by the Nominating Committeeand published by the Board at least four weeks before the congregational meeting. Additional nominees may be made by petition of at least six members; such petition shall be submitted to the Board and published at least twice before the legal meeting. A simple majority of those present and voting shall elect members of the Search Committee.

The Search Committee shall follow the guidelines recommended by the UUA Department of the Ministry.
Should the congregation vote to participate in a special program to have a minister placed for a limited period, appropriate UUA guidelines for the search shall be followed.
A motion to call any minister recommended by the Search Committee and approved by the Board must be approved by 80%, or more, of those present and voting at a legal congregational meeting. The quorum for such a meeting will be 40% of the membership, rather than 20% as specified in section III.E of these by-laws.
The ministerial agreement is to be open-ended, without any specific termination date. The agreement should provide for a minimum of 90 days notice of termination, in writing, by either party. The agreement should provide for a periodic review of compensation, such period not to exceed one year. Other provisions of the agreement are to be negotiated between the minister and the Search Committee, subject to approval by the Board of Trustees, before recommendation to the congregation.

D. Termination of the services of a minister

Should the minister resign, the Board of Trustees may waive, by majority vote, the 90 days notice (as stated in XI.C 5.) if requested.

The minister may be dismissed by a two-thirds vote at a legal congregational meeting. The quorum for such a meeting will be 40% of the membership, instead of 20% as specified in section III.E of these by-laws. In the event of dismissal, the minister's salary and allowance shall be continued for a minimum of three months after the date of the congregational vote.

VII. Endorsements

In observance of the prophetic tradition of Unitarian Universalism, the Unitarian Universalist Church of Greensboro and its members have an obligation to express publicly positions on issues of concern to the community.

A. Members

Any member or group of members has an absolute right to speak publicly on any issue, identifying themselves as members of the Unitarian Universalist Church of Greensboro.

B. Committees

Any officially recognized committee or group within the Church, including the Board of Trustees, may release a statement on an issue of concern, identification of the entity releasing the statement to be made manifest.

C. Unitarian Universalist Association

As a member of the Unitarian Universalist Association and its constituent organizations, the Unitarian Universalist Church of Greensboro may participate in conferences, meetings, and referenda originating from those organizations, in accordance with the by-laws and rules adopted by those entities. On occasions when delegates are chosen to represent the Unitarian Universalist Church of Greensboro at such meetings for the purpose of electing officers or voting to adopt resolutions, the Board of Trustees may call one or more meetings of interested members of the congregation to deliberate and make recommendations on the motions in question. Official delegates representing the Unitarian Universalist Church of Greensboro at UUA General Assembly or other official gatherings shall be guided by, but not bound by, these deliberations.

D. President and Minister

The President of the Unitarian Universalist Church of Greensboro, the minister, or in their absence an officer or member designated by the President or by the Board of Trustees, may initiate public statements or respond to inquiries from public sources in a manner consistent with these by-laws, on issues within the policies or positions of the UUA, its constituent assemblies or this Church.

E. Congregation

The Church Body, as a whole, may also take action on issues with religious, moral or philosophical dimensions (e.g., social, environmental, public policy, etc.). The process of taking such a stand should affirm and further define the mission and core values of the congregation, respect the inherent worth and dignity of all participants, and adhere to democratic principles. Church stands will be taken in accordance with the following procedures:

Proposal by a group or individual for study of an issue. The proposal may be made in the form of a presentation to the Board, or may be presented directly to the congregation at a legal meeting called by petition of the membership in accordance with section VII.C of these bylaws.
If the Board elects or the congregation votes to proceed with study of a proposed issue, the Board will create a study committee. This committee is charged with research and study of the issue, engaging the congregation in dialogue for the purpose of education, input and discussion of the issue, synthesis of congregational input, and recommendation of a course of action for congregational endorsement. Any time limitation on this process ought to be determined by the Board of Trustees, based on the nature of the issue in question, but several months or more will typically be required for congregational discussion and debate.
The study committee will report their findings and recommendations to the Board. Based on the committee's report, the Board may elect to call a congregational meeting to vote on the committee's recommendation, or may elect to refer the issue back to the committee for additional study and discussion, or may recommend that the committee drop the issue entirely because continued consideration would be divisive.
Voting on a congregational endorsement shall occur only at a legally constituted congregational meeting. In voting, members may choose not only between whether to support or to oppose an endorsement, but may choose also to "stand aside" in such cases where they may not support an action, but may be willing to let the issue proceed in spite of their disagreement.
If less than a significant majority (two-thirds or more) favors endorsement, the issue may be referred back to the committee for further study and action in accordance with these by-laws. If after further study and discussion, a clear consensus or a two-thirds majority vote fails to appear, the proposed action must be dropped as a church wide affair, though interested small groups are encouraged to take action on their own, where they feel it is needed or appropriate.
Actions taken under sections VII.E.1 - VII.E.5 above may be communicated to members and friends through the church newsletter or other internal church documents and/or shared with other UUA member congregations. However, statements intended for release to the public media or the larger community should be restricted to proceedings of legal congregational meetings, and should include the specific wording of the issue voted on and the number of members voting for and against the issue, or the percentage of members present and voting to support the resolution.
In recognition that the Unitarian Universalist Church of Greensboro is an organization, the interests of which are religious, moral and philosophical rather than political as such, no purely political stand may be taken by the Church without a unanimous vote by the membership at a legally constituted congregational meeting. A purely political stand means the endorsement of a candidate or political party in an election or governmental appointment process. As a church, a tax-exempt entity, we are forbidden by IRS regulations to participate in such directly political action under penalty of losing our tax-exempt status.

VIII. Use of Church Property

The Unitarian Universalist Church of Greensboro embraces the concept of a seven day a week church. The Board of Trustees shall enact and implement policies that encourage multiple and diverse uses of the church property by community groups without impeding the ability to conduct the normal business of the church.

IX. Disposition of Assets

In the case of dissolution of the congregation, all of its property, real and personal, after paying all just claims upon it, shall be conveyed to, and vested in, the Unitarian Universalist Association, or its legal successor, or to any Unitarian Universalist related organization. The Board of Trustees of the congregation shall perform all actions necessary to effectuate such a conveyance.

X. Amendments

To provide a continuing body of law, this constitution and by-laws shall be permanent record after its adoption at a legally called meeting by a two-thirds majority. Amendments may be proposed at any time. In addition, the Board should direct a thorough review and revision of these by-laws at periodic intervals to ensure flexibility to adapt to changing circumstances.

Amendments and revisions to this constitution and by-laws shall be adopted by an affirmative vote by two-thirds of those voting at a legal congregational meeting. Amendments and revisions to this constitution and by-laws must be proposed to the congregation at least 45 days prior to the congregational meeting at which they are to be considered for vote.

The Board Secretary shall, at the discretion of the Board of Trustees, prepare an updated version of the constitution and by-laws which shall incorporate all duly adopted amendments or revisions into the body of the constitution and by-laws. No other changes, other than typographical or grammatical corrections, shall be made in the wording of the document. The updated version shall be in full force and effect upon adoption by a majority vote of the Board of Trustees.

The Board Secretary shall maintain a chronological record of all amendments to the constitution and by-laws, including a copy of the original version, amendments as passed, and copies of all updated versions.