MATTATUCK UNITARIAN UNIVERSALIST SOCIETY

Transcription

1 MATTATUCK UNITARIAN UNIVERSALIST SOCIETY BYLAWS ARTICLE I NAME The name of this Society shall be Mattatuck Unitarian Universalist Society. ARTICLE ll PURPOSE Section 1. The purpose of this Society shall be to further the cause of liberal religious belief. Although we have neither test of belief nor creed, we are united in the conviction hat religion should be a continuing process of questioning and discovery and that the task of a religious society is to support the growth of each person in the expression and enjoyment of his or her freedom. Section 2. This organization, the Mattatuck Unitarian Universalist Society, is organized exclusively for the charitable and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. ARTICLE III AFFILIATION This Society shall be affiliated with the Unitarian Universalist Association of Congregations. ARTICLE IV MEMBERSHIP Section 1: New Members A person who has attained the age of fourteen shall be accepted into the Society provided (s)he has: (a) completed an orientation program with the Minister and/or leadership of the society; or has completed the Coming of Age program, (b) applied to the Board of Trustees for acceptance to the society as a Member thus signifying that (s)he understands and agrees to abide by its by-laws, congregational covenant, purposes and programs, and (c) subsequently accepts the Board s invitation to membership by signing the membership book in the presence of the Minister or a member of the Membership Committee. Section 2: Participation Active participation in the life of the Society, both spiritual and financial, is essential to the health of the congregation and strongly recommended. Section 3: Continued Membership (a) A person who has formally joined the Society, who pledges and provides financial support is deemed to be a Member and thus entitled to vote at Society meetings and events where a vote of the Membership is required. (b) The membership rolls shall be reviewed annually. A Member must return his/her pledge card during the annual pledge/stewardship drive in order to continue his/her membership. (c) A waiver of the above continued membership requirements may be recommended by the Minister with the consent of the Board.

2 ARTICLE V BOARD OF TRUSTEES Section 1. The Society shall be administered by a Board of Trustees. The Board shall be composed of the officers-- President, Vice President, Secretary, and Treasurer, and three (3) Trustees at Large. All Board members shall be members of the Society. Section 2. a. Officers and Trustees at Large shall be elected at each Annual Meeting. b. Officers shall serve two-year terms, with the President and Vice President elected in even years, and the Secretary and Treasurer elected in odd years. c. Trustees at Large shall serve three-year terms, one being elected each year. d. A Trustee at Large may not serve more than two three-year terms. Eligibility for election as a Trustee at Large shall be restored after one (1) year out of office as a Trustee at Large. e. Officers may not serve more than three (3) successive two-year terms. At the end of their maximum terms, officers must retire for a period of one (1) full year before regaining eligibility to serve as any officer or as a Trustee at Large. f. Terms officers and Trustees at Large shall end at Annual Meetings of the Society. Section 3. The Board shall meet not less than nine (9) times a year. A majority of the members shall constitute a quorum. Any motion before the Board shall be decided by a majority vote. Meetings of the Board are open to all Society members as observers, and they may be granted the privilege of speaking by the presiding officer. However, at the discretion of the President (or presiding officer) in unusual circumstances, Board meetings may be conducted in executive session without observers present. Section 4. The Board shall have charge of all properties of the Society, conduct its business affairs, and control its administration between duly called meetings of the Society. It may make necessary changes in the Society budget because of altered income or unforeseen circumstances, provided such changes do not involve sums amounting to ten percent (10%) or more of the total budget. In addition, it shall have authority to: a. Recommend proposed revisions of the Bylaws. b. Establish regular meeting dates for the Society and the Board of Trustees. c. Fill vacancies on the Board, with such appointments effective until the next Annual Meeting. Section 5. The Board shall appoint an auditor annually to audit the financial records of the Society. The Audit Report shall be presented to the Board no later than three months after the Annual Meeting. Section 6. All Trustees elected by the Society or appointed by the Board must be over eighteen (18) years of age. 2

3 ARTICLE VI OFFICERS Section 1. The officers of the Society shall be a President, a Vice President, a Secretary, and a Treasurer. Section 2. The responsibilities of the President shall be: a. Serve as the Principal executive officer of the Society and preside as chairperson at all meetings of the Board of Trustees and of the Society. b. Perform such duties usually and customarily incident to such office and perform such other duties as may be prescribed by the Board from time to time either formally or informally. c. Represent the Society in all business matters concerning the Society, either personally or through a designee. Section 3. The responsibilities of the Vice President shall be: a. Preside at all meetings of the Society and of the Board in the absence of the President. b. Perform such duties as may be assigned to him or her by the President or by the Board. Section 4. The responsibilities of the Secretary shall be: a. Keep minutes of all meetings of the Society and of the Board. b. Notify members of the Society of all special meetings and of proposed revisions of the Bylaws. c. Serve as custodian of all permanent records of the Society with the exception of those pertaining to the office of the Treasurer. d. Conduct correspondence for, and with the approval of, the Board. Section 5. The responsibilities of the Treasurer shall be: a. Serve as custodian of all Society funds, which shall be deposited or invested in the name of the Society in such manner as directed by the Board. b. Maintain separate accounts of the general fund and of all special funds of the Society. c. Render a current financial statement at each regular meeting of the Society and of the Board and at such special meetings as may be appropriate. d. Pay all valid bills, which are within the Society budget or have been authorized by the Board. e. Give bond if the Board requires it, and in such amount as the Board may require, the cost of such bond to be paid by the Society. ARTICLE VII COMMITTEES Section 1. The Board shall establish Standing Committees, each responsible for a specific area of congregational activity, such as: Membership, Religious Education, Sunday Services, Finance, Ministry; and so on. Section 2. Standing Committee chairpersons shall be chosen by the president from among the members of the Society and approved by the Board. Section 3. Committee chairpersons shall be responsible for the appointment of all members of their committees. 3

4 Section 4. Terms of office for chairpersons and for members of Standing Committees shall be one (l) year. All committees are responsible to the Board and shall make a report at Board meetings and Society meetings as the Board may require. Section 5. Other committees as may be required shall be established, along with appointments to such committees, by the Board Section 6.. a. The Committee on Ministry shall provide liaison between the minister and the congregation. It shall have informal meetings with the Minister to discuss any matters deemed pertinent to the development of a close rapport between the Minister and the congregation. These committee meetings shall be confidential and shall not be open to the general membership of the Society. No official minutes or records of the meetings shall be kept. b.the Committee shall consist of four members who shall have been members of the Society for at least one year, and they shall serve a term of two years. Two committee members shall be appointed each year by the Board from a list compiled by consensus of the Minister and the Board from four names given by the Minister and four names given by the Board. ARTICLE VIII MEETINGS Section 1. a. Annual Meetings of the Society shall be held during the month of May at a time selected by the Board. b. Special meetings of the Society may be called by the Board at any time, and shall be called by the Board upon receipt of a written request signed by not fewer than twenty percent (20%) of the voting members of the Society. Section 2. Notice in writing of the time, place, and purpose of all meetings shall be mailed to members on or before the tenth (10th) day preceding the dates of the meetings. These ten days shall include two (2) Sundays. Section 3. a. To be eligible to vote, a member of the Society must have been a member for at least ninety (90) days. b. All voting must be in person unless the Board allows absentee ballots and/or proxies. The Board shall determine whether and how absentee ballots and/or proxies are solicited. Section 4. Members not eligible to vote may be granted the privilege of the floor. Section 5. Twenty percent (20%) of the members currently eligible to vote shall constitute a quorum at all Society meetings except that over 50 percent (50%) of such members shall constitute a quorum for meetings at which the order of business includes any of the following items: a. Calling or dismissal of a minister b. Buying or selling of real property c. Encumbering the Society with new indebtedness exceeding ten percent (10%) of the current operating budget.

5 Section 6. All decisions at Society meetings shall be made by a simple majority of member present and voting except that a majority vote of members present, whether voting or not, shall be required for approval of items specified in Section 5 of this Article. Section 7. The Annual Meeting shall be for the following purposes: a. To receive reports of the officers, the minister, and committee chairpersons. b. To receive the report of the Nominating Committee and any nominations from the floor. c. To elect officers, trustees, and a Nominating Committee, and to fill any unexpired terms of elected officers. d. To adopt a budget for the next fiscal year. e. To conduct such other business as may come before the meeting. Section 8. At Special Meetings of the Society, only business specified in the written notice of the meeting shall be acted upon. ARTICLE IX. NOMINATING AND LEADERSHIP DEVELOPMENT COMMITTEE Section 1. The Nominating and Leadership Development Committee (NDLC) shall consist of 6 (six) members, two of which shall be elected at the Annual Meeting each year. Each member shall serve a three year term, with two members rotating off at the end of their term. (Members are eligible for a second three year term). The Nominating and Leadership Development Committee shall work with the Board of Trustees in keeping informed of the needs and long range plans of the society. In so doing, it will recommend or offer leadership skills development opportunities to those in leadership positions or to the Society at large, as appropriate. Section 2. The Nominating Committee shall nominate, with the nominee's consent, at least one (1) member of the Society for each elective position, and shall post their nominations at least two weeks prior to the Annual Meeting. Section 3. The Nominating and Leadership Development Committee shall nominate replacements for the NLDC and the Endowment Committee as per specified terms. If an interim vacancy occurs, the NLDC shall nominate a replacement to be voted upon by the Board of Trustees. ARTICLE X FISCAL YEAR The fiscal year shall be July 1 through June 30. The year shall have the same name as the calendar year on June 30. ARTICLE XI MINISTER Section 1. Whenever a vacancy shall exist in the ministry of the Society, the Board shall provide for the selection of a Ministerial Search Committee which shall be representative of the membership and which, in consultation with the Department of Ministry (or its successor) of the Unitarian Universalist Association, shall follow accepted denominational procedures in finding a suitable candidate for the position. and to vote upon:

6 Section 2. After receiving the report of the Ministerial Search Committee, the Board shall, with the nominee, develop a working agreement covering the conditions of proposed employment for presentation to the membership. Section 3. The Board shall call a meeting of the Society to receive the report of the Ministerial Search Committee a. Calling the Candidate to serve as Minister of the Society, and b. Accepting the working agreement concerning the conditions for employment of the candidate. c. A minister shall be called only after an affirmative vote of at least eighty-five percent (85%) of the members present. Section 4. After selection, the Minister shall meet with the Board to draw up a formal Contract consistent with the working agreement as approved by the membership and including such other matters as may be determined by the two parties through negotiation. This document shall be signed by the Minister and the President. Section 5. The Board may recommend to the membership that a UUA-sponsored ministry be utilized waiving the procedures described above. Section 6. Twenty percent (20%) of the voting members of the Society may petition the Board in writing to terminate the Minister's services. The Board shall act on this petition by calling a meeting of the Society in the manner prescribed in these bylaws. The Minister shall be invited to speak at this meeting. Section 7. In the event that the Minister is dismissed, the Society shall give him or her at least ninety (90) days' notice in writing. Section 8. The Minister shall have the freedom of the pulpit and shall be responsible for all the religious services which he or she conducts. All other services shall be the responsibility of the Sunday Services Committee. Section 9. The Minister shall be a member, ex officio and without vote, of the Board and of all committees except the Ministerial Search Committee and the Nominating and Leadership Development Committee. ARTICLE XII AFFILIATED GROUPS AND USE OF SOCIETY NAME Section 1. Members who desire the Society as a whole to act as sponsor or supporter of a particular view or matter of public interest must present the proposed action to the Board. Section 2. The Board will decide whether to present the proposal to the membership for action, or it may act for the membership. It will normally act for the membership on relatively minor matters and on matters in which it is clear that the proposed action is in alignment with the purposes of the Society. If the Board should decide that it is advisable for the membership as a whole to vote on the proposal, it will call a meeting. Section 3. Voluntary organizations that are largely made up of Society members and friends who support the same values as the Society may be recognized as affiliated groups. Affiliated groups shall meet the following criteria: a. The group shall petition the Board for use of the Society s name b. Any fund-raising activities shall be subject to advance approval of the Board. The affiliated group shall pay for direct expenses incurred on its behalf. c. Each affiliated group shall provide information on its activities and programs at the annual meeting and at any other time as requested by the Board. d. Any affiliated group shall not discriminate on the basis of race, national origin, color, gender, age, ability, or affectional or sexual orientation. Revised 11105/00

7 ARTICLE XIII DISOLUTION Section 1. Upon dissolution, no part of the net earnings of the Mattatuck Unitarian Universalist Society shall inure to the benefit of or be distributed to its members or any private individuals. Section 2.Upon dissolution of the Mattatuck Unitarian Universalist Society, should it cease to function and/or the members vote to disband, all assets of the Mattatuck Unitarian Universalist Society shall be distributed exclusively for charitable purposes as shall qualify for exemption under Section 501 (c) (3) of the Internal Revenue Code. The Unitarian Universalist Association, with headquarters in Boston, Massachusetts, shall receive these assets if it is extant at the time of disbanding and if it qualifies for exemption under Section 501 (c) (3) of the Internal Revenue Code. ARTICLE XIV AMENDMENTS Section 1. These bylaws may be amended at any meeting of the Society by a two- thirds (2/3) vote of those present and voting, provided that notice of the proposed amendments has been sent to the voting membership at least one (1) month prior to such meeting. Section 2.Amendments to the bylaws may be recommended by the Board or by ten percent (10%) of the voting members of the Society. All proposed amendments must be in writing and must carry the proponents,' signatures. Section 3. All proposed amendments shall be submitted by the Secretary to the members as specified in Section 1 of this article, prior to the earliest possible meeting. ARTICLE XV PARLIAMENTARY PROCEDURE Except where otherwise provided by these bylaws, all legal meetings of the Society and of the Board of Trustees shall be conducted ill accordance with Roberts Rules of Order, Revised. ARTICLE XVI HIRING PRACTICES revised 11105/00 In accord with Unitarian Universalist principles, all hiring will be without discrimination on the basis of race, national origin, color, gender, age, disability, or affectional or sexual orientation. Revised: June 1981 April 1982 April 1986 January 1989 May 1997 November 2000 May 2001 May 2006 May 2011

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9 Amendment to Congregational Bylaws An Endowment Fund, whose purpose, governance, and operational procedures are described below, shall be established and the Bylaws amended. RESOLUTION TO IMPLEMENT THE ENDOWMENT FUND WHEREAS, stewardship involves the faithful management of all the gifts we have been giventime, talents, world and money, including accumulated, inherited and appreciated resources; and WHEREAS, we can support the mission and work of this congregation through transfers of property (cash, stocks, bonds, real estate), charitable bequests in Wills, charitable remainder and other trusts, pooled income funds, charitable gift annuities, and assignment of life insurance and retirement plans; and WHEREAS, it is the desire of the congregation to encourage, receive, and administer these gifts in a manner consistent with the loyalty and devotion expressed by the grantors and in accord with the laws of the State of Connecticut and the policies of this congregation: THEREFORE BE IT RESOLVED, that this congregation, in annual meeting assembled on May 21,2000, approve and establish on the records of the congregation a new and separate fund to be known as THE MATTATUCK UNITARIAN UNIVERSALIST SOCIETY ENDOWMENT FUND, (hereafter called the "Endowment Fund"). The Endowment Fund shall have three components: 1. Endowments that are from bequests or gifts which have been given for a long-term purpose, e.g. The Jack and Anita Winchester Endowment. 2. The Capital Building Fund which exists because of donations made specifically for building a facility. 3. Grants which are from donations received with a stipulated specific purpose. Distributions of the principal of the Grants would be expected with the approval of the Board of Trustees, consistent with the provisions of the grant. The governance of the Endowment Fund shall be as follows: I. Purpose The Society shall have a separate Endowment Fund to assure the long range financial future of the congregation, to enhance the mission of the congregation, and to help the congregation manage and survive financial emergencies. 9

10 II. Governance of the Endowment Fund The Endowment Fund shall be governed by an Endowment Fund Committee, which shall serve as the custodian of the Endowment Fund Investment and Distribution Policy passed by a vote of two-thirds of the members of the congregation. This policy shall provide for the protection of the corpus of the Endowment Fund over the long term and shall require the Committee to exercise the utmost of care to respect the integrity of restrictions placed on any gift to the Endowment Fund. A. The Endowment Fund Committee The Endowment Fund Committee shall consist oft hree members of the congregation elected by the congregation at the annual meeting. Except in the initial election when shortened terms will enable a staggered rotation of members, the term of each Committee member will be three years. No member may serve more than two consecutive 3-year terms. After a lapse of one year, former Committee members can be re-elected. No more than one member may serve on the Endowment Fund Committee while also serving on the Board of Trustees or as an elected officer of the congregation. The minister and the Treasurer shall be ex-officio members of the committee, without vote. The Nominating Committee shall nominate new members for the Endowment Fund Committee and report at the annual congregational meeting in the same manner as for other offices and committees. In the event of a vacancy on the Committee, the Board shall appoint a member to fill the vacancy until the next annual meeting of the congregation, at which time the congregation shall elect a member to fulfill the term of the vacancy. The Committee shall meet at least quarterly, or more frequently as deemed by it in the best interest of the Endowment Fund. A quorum shall consist of two (2) members. A majority present and voting shall carry any motion or resolution. The Committee shall elect from its membership a Chairperson. The Chairperson, or member designated by the Chairperson, shall preside at all committee meetings. The Chairperson shall assist the congregation's Treasurer in maintaining complete and accurate records and books of accounts for the Endowment Fund and shall submit to the Treasurer on behalf of the Committee written requests for checks payable from the Endowment Fund and shall sign all other necessary documents on behalf of the congregation in furtherance of the purposes of the Endowment Fund. The books shall be audited annually by a certified public accountant or other person person who is not a member of the Committee. The Committee shall report on a quarterly basis to the Board including at each annual meeting of the congregation, and shall render a full and complete audited account of the administration of the Endowment Fund during the preceding year. The Committee may request other members of the congregation to serve as advisory members and, at the expense of Endowment Fund (taken from the annual distribution amount or undistributed capital appreciation), may provide for such professional counseling on investments or legal matters as it deems to be in the best interest of the Endowment Fund.

11 B. Decisions A vote of at least two members of the Endowment Fund Committee is needed to carry any motion or resolution. The Committee shall report to the Board on a quarterly basis and provide a written report to the congregation at the annual meeting. C. Fiduciary Responsibility The Endowment Fund Committee is empowered, acting through its elected Chairperson, to hold, sell, exchange, rent, lease, transfer, convert, mvest, remvest, and m all other respects manage and control the assets of the Endowment Fund, mcludmg cash, stocks, bonds, debentures, mortgages, notes, or other securities, as m their judgment and discretion they deem wise and prudent, pursuant to the Endowment Fund Investment and Distn"bution Policy. The Committee shall act m its sole judgment and discretion as it deems wise and prudent, without further approvals. D. Indemnity Committee members shall not be liable for any losses incurred by the Endowment Fund except to the extent that such losses arise out of acts or omissions ofwillful misconduct or gross negligence. No member shall be personally liable as long as she or he acts in good faith and with ordinary prudence. Each member shall be liable for his/her own acts and omissions of willful misconduct or gross negligence and not for the acts or omissions of other members. No member of the Committee shall engage in any self-dealing or transactions with the Endowment Fund in which that member has direct or indirect financial interest. Members shall refrain at all times from conduct in which their personal interests would conflict with the interest of the Endowment Fund. III. Acceptance of Gifts The Endowment Fund will accept gifts intended to support the mission and work of this congregation through transfers of property (cash, stocks, bonds, real estate), charitable bequests in Wills, charitable remainder and other trusts, pooled income funds, charitable gift annuities- assignment of life insurance and retirement plans and other appropriate instruments. The congregation will encourage, receive and administer these gifts in a manner consistent with the intent expressed by the grantors and in accord with the policies of this congregation. All assets are to be held in the name of the Mattatuck Unitarian Universalist Society Endowment Fund. IV. Distributions No portion of distributions from the income of the Endowment Fund shall be used for the annual operating budget of the congregation. Only in particular, temporary, difficult circumstances, and where integrity of gift restrictions permit, may this congregation, by two- thirds vote, quorum present, at a regular or special meeting, use Endowment Fund distributions for its own operating or support services. Distributions will be made by the Endowment Fund Committee from income, in keeping with these bylaws and the Endowment Fund Investment and Distribution Policy approved by the congregation, by two-thirds vote, quorum present, at a regular or special meeting. The Committee shall abide by and keep a record of the terms and restrictions of all gifts to the Endowment Fund in a permanent file held by the Treasurer. The Committee shall determine what is principal and income according to accepted accounting procedures.

12 V. Disposition or Transfer of the Endowment Fund In the event the Mattatuck Unitarian Universalist Society ceases to exist either through merger or dissolution, disposition or transfer of the Endowment Fund shall be at the discretion of the Board of Trustees in conformity the Laws of the State of Connecticut, obligations to grantors of gifts and in consultation with the Unitarian Universalist Association. Endowment Fund Investment and Distribution Policy This Endowment Fund Investment and Distribution Policy is established under the by-laws of the Mattatuck Unitarian Universalist Society and may be amended only by a two-thirds majority vote of the congregation, quorum present, at a regular or special meeting. A. Investments 1. The Committee shall invest the assets of the Endowment Fund with the objective of earning an average annual total above the rate of inflation, consistent with moderate risk. The Committee shall endeavor to invest the assets of the Endowment Fund in a socially responsible manner. It is intended that reasonable restrictions placed on any gift by the donor will be faithfully followed subject to the Committee's determination of the integrity and best interests of the Endowment Fund. 2. In order to protect and preserve the corpus of the Endowment Fund over the long term, the Committee shall annually add to the corpus of the Endowment Fund, an amount not less than an inflationary increase in the prior fiscal year. That amount to be calculated annually by multiplying the annual average market value of the prior fiscal year by the published annual rate of inflation for that year. The annual average market value is the average of the market values on the last business day of each of the calendar quarters. 3. The Committee may provide for such professional counsel on investments or legal matters as it deems best, and it may incur reasonable expenses in the execution of its duties. The expenses shall be paid from the Endowment Fund. 4. All members of the congregation are encouraged to consider leaving a bequest to the Endowment Fund in their wills. B. Distributions 1. Distributions from the income of the Endowment Fund will be made at least annually by the Endowment Fund Committee and may be used for any purpose to further the work of the congregation, but shall not be used for the ordinary and customary operating expenses of the congregation, except as provided in the By-laws. Suggestions or requests for funding may be made to the Committee. 2 In addition to the distributions provided for above, and upon the request of the Treasurer, the Committee may from time to time loan money from the Endowment Fund, to the operating fund of the congregation, to help manage temporary cash flow needs on such terms and at such rates of interest and in such amounts as the Committee deems appropriate.