Bylaws

BYLAWS OF THE UNITARIAN UNIVERSALIST CONGREGATION, SANTA ROSA

Incorporated under the Nonprofit Religious Corporation Law of California

Approved by the Congregation on February 29, 2004

ARTICLE I. NAME AND AFFILIATION

Section 1.

The name of this religious society shall be Unitarian Universalist Congregation, Santa Rosa.

Section 2.

This society shall be affiliated with the Unitarian Universalist Association (UUA) and the Pacific Central District (PCD) of that association.

ARTICLE II. PURPOSE

Section 1.

The purpose of this Congregation is to affirm and promote:

1. The inherent worth and dignity of every person;
2. Justice, equality, and compassion in human relations;
3. Acceptance of one another and encouragement to spiritual growth;
4. A free and responsible search for truth and meaning;
5. Freedom of conscience and the use of the democratic process within our Congregation and in society at large;
6. The goal of world community with peace, liberty, and justice for all and
7. Respect for the interdependent web of all existence of which we are a part

Section 2.

To these ends, this Congregation shall:

1. Establish, maintain and conduct a church, a church school, and other religious, social, and educational groups appropriate to and compatible with the religious and educational purposes of the Congregation.
2. Purchase, construct, lease, rent, or otherwise acquire the facilities suitable for the purpose of establishing, maintaining, and conducting religious activities and do the things necessary and proper for carrying out the purposes and objectives of the Congregation as provided in the Articles of Incorporation and the Nonprofit Religious Corporation Law of the State of California.

Section 3.

This Congregation shall cooperate with like-minded organizations in order to strengthen one another in the study and practice of religious values, in the religious development of children, in diffusing knowledge of Unitarian Universalism and in the furtherance of its principles.

ARTICLE III. MEMBERSHIP

Section 1.

1. Any person sixteen years of age or older, in sympathy with the purposes of this organization, may become a member by signing the membership book, participating in Congregation activities, and making an annual recorded contribution of financial support. Membership is open to all persons, regardless of sex, color, race, national origin, or sexual orientation.
2. A member unable to meet the financial support or participation requirements may request a waiver from the Minister. A waiver must be renewed annually.

Section 2.

1. Only persons listed in the membership roster may vote at congregational meetings. A person may not vote at Congregational meetings until thirty (30) days after completing the membership requirements defined in Section 1 of this Article.
2. A member may withdraw his or her membership by written notice to the Corporate Secretary.

Section 3.

As a minimum, the Corporate Secretary shall verify the membership roster before each annual membership count is submitted to the UUA. Any member who has failed to fulfill the membership requirement of Section 1 of this Article shall be reclassified by the Corporate Secretary as "inactive," his/her name shall be deleted from the membership roster, and his/her voting privileges shall be suspended. Such action by the Corporate Secretary shall be done with the concurrence of the Minister. Written notice of the proposed reclassification shall be sent to the affected person to the last address of record at least thirty (30) days prior to the effective date of the action. The Minister shall consider extenuating circumstances in each case.

ARTICLE IV. CONGREGATIONAL MEETINGS

Section 1.

The rules contained in the current revision of Modern Edition of Robert's Rules of Order shall be observed for the conduct of business at Congregational meetings provided that they are not inconsistent with these bylaws nor any special rules of order the membership may adopt. A Parliamentarian may be appointed by the Board President.

Section 2.

1. Congregational meetings shall be held in February, June, and October of each year.

   The agenda for each such meeting shall include a review or discussion of:

   1. Current/pending issues being considered by the Board of Trustees
   2. The Board's goals for the coming months
   3. The Congregation's financial situation, and
   4. Other business or policy matters requiring membership action or resolution.
2. In addition to the above general agenda items, the following specific items shall be on the agenda for the indicated meeting:

   1. February

      Election of PCD and UUA Delegates

      Discussion of the Treasurer's goal budget for the following fiscal year

   2. June

      Election of Trustees and Endowment Committee members

      Acceptance of the next fiscal year's budget

      Receipt of the Minister's "State of the Congregation" report

      Receipt of the Congregation's "Annual Report"

   3. October

      Election of Nominating Committee members

Section 3.

At the end of each Congregational meeting, the members shall set the date and place for the next scheduled Congregational meeting.

Section 4.

Notice of each Congregational meeting, giving time, place, and business of the meeting, shall be communicated in writing to each member at least two weeks prior to the meeting. The business conducted at all Congregational meetings shall be limited to that specified in the call to the meeting.

Section 5.

Additional congregational meetings for specific purposes may be called as deemed necessary by the Board of Trustees or by the petition of ten percent (10%) or more of the membership.

Section 6.

Twenty percent (20%) of the membership shall constitute a quorum for the transaction of business at any congregational meeting. In the absence of a quorum, any Congregational meeting may be adjourned by a majority vote of those members present.

Section 7.

Any action or resolution at any Congregational meeting shall be a valid act of the Congregation, binding on all persons affected, only if it receives at least the following percentage of affirmative votes from those members present and voting:

1. Ninety percent (90%) if the action or resolution concerns calling a minister.
2. Eighty percent (80%) if the action or resolution concerns conveying or encumbering real property that requires a financial expenditure or commitment in excess of $100,000 in any given year or that may otherwise have a significant operational or economic impact on the Congregation.
3. Sixty seven percent (67%) if the action or resolution concerns a minister's tenure or affects any provision in the minister's Covenant and Letter of Agreement, or if it concerns Bylaw additions, deletions, or revisions, or if it concerns public statements issued in the name of the Congregation.
4. A simple majority (50% plus one) if the action or resolution concerns matters other than those listed above.

Section 8.

Proxy voting shall not be permitted at any Congregational meeting. Only members present may vote at such meetings.

Section 9.

Nominations for all elected positions may be made and seconded from the floor with the consent of the person nominated. Election for a given position shall be by written ballot if more than one candidate is nominated for that position.

Section 10.

Minutes of Congregational meetings shall be posted in a conspicuous place by a Board appointed Recording Secretary within fifteen (15) days after approval by the Board. A summary of "action taken" at such meetings shall be published in the next issue of the Congregation newsletter following the meeting.

ARTICLE V. BOARD OF TRUSTEES

Section 1.

The Board of Trustees shall consist of no fewer than eight (8) and no more than twelve (12) voting Trustees. The term of office for each Trustee shall be two (2) years starting on July 1 and ending two years later on June 30. Trustees may stand for reelection, but shall not serve more than two full consecutive elected terms. After an interim period of two (2) years, a former Trustee may stand again for election to the Board. No person shall be elected appointed a Trustee unless such person has been a voting Congregation member for at least two (2) years.

Section 2.

The Trustees shall be elected as provided in Article IV. In the event that a Trustee resigns or is removed by the Board, a replacement shall be appointed by the Board from among nominees proposed by the Nominating Committee. Board action to appoint a replacement Trustee shall be published in the next issue of the Congregation newsletter following the appointment and shall be confirmed by the members at the next following Congregational meeting. Pending confirmation, an appointed Trustee shall have full voting privileges. Upon confirmation, an appointed Trustee shall serve until the expiration of the resigned or removed Trustee's term.

Section 3.

1. The time and place of regular Board meetings shall be fixed by the Board and published in the Congregation newsletter. Regular Board meetings held pursuant to the published schedule may be held without further notice to the Trustees or the Congregation. However, the agenda for each such regular meeting shall be posted in a conspicuous place at least one week prior to the meeting.
2. Special Board meetings may be called by the Board President, the Vice President, the Corporate Secretary, or by any two (2) Trustees upon personal notice (oral, telephone, or e-mail) to each Trustee, and any other person(s) who may be required to participate in the meeting. Notice of a special Board meeting shall specify its purpose or list the agenda items.
3. Six (6) voting Trustees shall constitute a quorum. An action approved by a majority of the Trustees at a duly called meeting shall be an act of the Board binding on all persons affected.
4. Only Trustees may vote at Board meetings. Regular and special Board meetings shall not be closed to Congregation members, except that closed sessions may be held to conduct business relating to personnel matters, conflict resolution, a member's private interests, and legal issues.
5. After review and approval by the Board, but no later than forty five (45) days after the meeting, minutes of each Board meeting shall be posted in a conspicuous place. Further, a summary of "action taken" at each such meeting shall be published in the next issue of the Congregation newsletter following the posting of the minutes.

Section 4.

The Board may declare vacant the seat of any Trustee who fails to attend three or more Board meetings in any twelve-month period, without just cause. The Board's action to vacate a Trustees seat shall be communicated, in writing, by the Corporate Secretary to the removed Trustee and shall be published in the next issue of the Congregation newsletter following the action. A vacated Trustee's seat shall be filled as provided in Section 2 of this Article V.

Section 5.

1. The Board shall act for and on behalf of the Congregation on all matters and activities pertaining to Congregation Business and secular affairs except as provided herein below. The Board shall act as the congregation's ethical trustee with ongoing linkage to it for open and free communications. The Board of Trustees shall be responsible for the administration of the Congregation and be trustees of all Congregation property.
2. The Board shall not have the power to adopt, amend, or repeal any of these bylaws.
3. The Board shall not become involved in any social or political issue or controversy unless such involvement is consistent with a UUA, PCD, and/or Congregation duly approved policy, position, or resolution on the matter.
4. The Board shall not enter into any notes, contracts, or commitments requiring unbudgeted expenditures in excess of $10,000 or three percent (3%) of the operating budget, whichever is greater, without prior membership approval.
5. The Board shall not enter into any contracts relating to the conveyance or encumbrance of real property without prior membership approval if the monetary limits established by Article IV will be exceeded.
6. A Trustee who has a material financial interest in any matter being considered by the Board shall disclose such interest prior to any related discussion. Such Trustee may participate in the discussion but may not vote on any resolution of the matter.

Section 6.

1. The Board may delegate management of Congregation activities to one or more subordinate committees or groups, each with or without a Trustee member, to serve at the Board's pleasure and under the ultimate direction of the Board. Each such committee or group shall have the authority granted it by the Board limited only by the authority granted to the Board by these bylaws. All committee Chairs shall be Congregation members.
2. Except a provided herein below, the Board shall have oversight responsibility and authority over all activities and policies relating to Congregation programs, operations, and finances, including, without limitation, the activities and policies of the Treasurer, the Corporate Secretary, the Director of Religious Education, delegates to UUA and PCD, the Endowment Committee, and any permanent (standing) or ad hoc committee or interest group created or empowered by the membership or organized by individual members as a Congregation activity.
3. The Nominating Committee shall be free of Board control. Other groups or committees shall be free of Board control only if such independence is mandated by the membership.

Section 7.

The Board may employ and/or discharge, at its discretion, any salaried staff employee (other then the Minister) or contractor.

Section 8.

The Board is accountable to the membership for the quality of the overall programs, staff, services, and volunteer work, and its activities. The ultimate authority of the Congregation shall reside in the congregation and its members. Actions taken at a duly called congregational meeting shall be binding on the Board.

ARTICLE VI. OFFICERS

Section 1.

The officers of the Congregation shall be a President, Vice President, Corporate Secretary, and Treasurer and such other officers as the Board may deem necessary from time to time to conduct the Congregation's business. The immediate past President may be an ex-officio, non-voting member of the Board, serving as an adviser. Any person may hold two or more offices, but neither the Corporate Secretary nor the Treasurer shall serve concurrently as the President or Vice President. Staff members may not serve as officers.

Section 2.

The Trustees shall elect officers. Officers shall hold office at the Board's pleasure. Officer terms shall end when their respective successors have been duly elected or upon their earlier resignation or removal. Neither the Corporate Secretary nor the Treasurer need be Board members to serve. Any person elected to serve as an officer, but who is not also a Trustee, shall have the same qualification as a Trustee. The names of officers shall be published by the Corporate Secretary in the next issue of the Congregation newsletter following their election.

Section 3.

The president shall be the general manager and chief executive officer of the Congregation subject to the policies established by the Board.

Section 4.

The Vice President shall, in the President's absence or at the President's request, perform the duties of the President.

Section 5.

The Treasurer shall be the chief financial officer of the Congregation and custodian of Congregation funds and books and records of account. He or she shall oversee the financial functions of the Congregation and the preparation of adequate and correct books, records of account, and budgets. At the Board's request, the Treasurer shall provide it with financial statements, prepared in conformity with generally accepted accounting principles, which reasonably set forth the Congregation's assets and liabilities and its income and expenditures.

Section 6.

1. The Corporate Secretary shall have custody of:
   1. Congregation Articles of Incorporation and bylaws as amended,
   2. Board and membership meeting minutes,
   3. Contracts and agreements executed in the name of or on behalf of the Congregation,
   4. Membership records showing names and addresses, and
   5. Official correspondence of the Congregation and its officers.
2. The Corporate Secretary shall be custodian of the corporate seal and shall provide "true copies" of Congregation documents to members and others upon valid need.

Section 7.

All Congregation records and books shall be open to inspection upon request of any member at any reasonable time for any reasonable purpose related to such person's interest as a member.

ARTICLE VII. NOMINATING COMMITTEE

Section 1.

A Nominating Committee of five (5) members, who shall not be members of the Board, the Endowment Committee, nor the staff, shall be elected by the membership as provided in this Article VII.

Section 2.

Committee members shall be elected to serve two (2) year terms staggered to provide continuity. Each term shall start on July 1 and end two (2) years later on June 30 except as provided in Section 3 of this Article VII. Members may serve only two (2) consecutive elected terms. Former members may stand for election again after a two (2) year lapse. The committee shall elect its chair.

Section 3.

Persons appointed by the majority vote of the remaining committee members shall fill mid-term vacancies, regardless of cause. Appointed members shall meet the qualifications of Section 1 of this Article VII and shall serve out the remainder of the vacated term. Every member vacancy and appointment shall be published by the committee chair or acting chair in the next issue of the Congregation newsletter following the change.

Section 4.

As provided in Article IV, the Nominating Committee shall be responsible for nominating candidates for positions on the Board of Trustees and the Endowment Committee, and it shall provide additional nominations, as needed, to fill Board and Endowment Committee vacancies throughout the year. In addition, it shall nominate PCD and UUA delegates. The committee's slate of candidates for Board and Endowment Committee positions and delegates shall be published in the Congregation newsletter at least one month prior to the meeting at which the election(s) will be held.

Section 5.

Slates of nominees for delegates, and for other open positions shall have the consent of the majority of the currently serving committee members and the consent of the person(s) being nominated.

ARTICLE VIII. ENDOWMENT COMMITTEE

Section 1.

An Endowment Fund may be established by the congregation to provide for substantive gifts from members and friends. The fund shall be managed and maintained by an Endowment Committee for the continued support of the Congregation's mission. An annual transfer to the Congregation's operating income may be made from a portion of the Fund's earnings as calculated and defined in the Endowment Committee's policy.

Section 2.

All Endowment Committee policies, or revisions thereof, shall be subject to membership approval at regularly scheduled congregational meetings. Committee members shall be elected by the membership as provided in Article IV. The Endowment Committee's activities and operations shall be subject to Board oversight.

ARTICLE IX. MINISTERS

Section 1.

The Congregation may decide to seek one or more Ministers by a vote of the members. Upon an affirmative vote, the Board shall organize and instruct a Ministerial Search Committee to conduct the search process per the membership's mandates.

Section 2.

After a ministerial candidate has been accepted by the members, a Covenant and Letter of Agreement, jointly prepared by the Ministerial Search Committee, the Board, and the candidate, shall be signed by the new Minister and the Board President. The terms of the agreement shall conform to these bylaws.

Section 3.

The term of the ministry shall be indefinite. In the event that a Minister resigns, or the membership dismisses a Minister as provided in Article IV, three (3) months notice shall be provided by the initiating party unless a shorter period is mutually agreed upon.

Section 4.

The Minister shall be responsible for religious and spiritual matters as provided in the current Covenant and Letter of Agreement. The Minister shall be responsible to the Congregation for effective work performance, and shall report annually to the membership on the performance of ministerial responsibilities.

Section 5.

The Minister, as religious leader of the Congregation, shall have complete freedom of the pulpit as well as freedom to express personal opinions elsewhere.

Section 6.

The Minister shall be an ex-officio, non-voting member of all committees, except the Nominating and Ministerial Search Committees, and is expected to attend Board meetings and to advise in areas of his or her concern and expertise.

Section 7.

The Minister shall conform to the bylaws of this Congregation.

ARTICLE X. FISCAL YEAR

The fiscal year of this Congregation shall start on July 1 and end on June 30 of the following year.

ARTICLE XI. RESOLUTIONS AND STATEMENTS

No resolution or public statement may be issued in the name of the Congregation except on the authority of the membership as expressed in a specific vote in a congregational meeting as provided in Article IV. The general tenor of a proposed resolution or statement shall be indicated in the call to the meeting.

ARTICLE XII. BYLAWS REVISIONS AND AMENDMENTS

These bylaws may be amended or revised as provided in Article IV. At least two (2) weeks written notice of any proposed change(s) shall be given to all members.

ARTICLE XIII. DISSOLUTION

As provided in the Articles of Incorporation, in the case of dissolution of the Congregation for whatever reason, all 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, as designated by the congregation. The Board of Trustees shall perform all actions necessary to effectuate the above provisions.