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CONSTITUTION
Adopted Jan. 13, 2008
CONSTITUTION
Article I. Name and Legal Status. The name of this organization is: The First Unitarian-Universalist Church of Youngstown.
Article II. Government and Affiliation. The government of this Church shall be vested in its active members, who exercise the right of control of its affairs. This Church is in direct fellowship with the Unitarian Universalist Association.
Article III. Purpose and Objectives. Our purpose is to join in a cooperative quest for religious and ethical values and to apply those values to the fulfillment of our objectives, which are: the development of character, the enrichment of the individual, service to all humanity, the promotion of universal fellowship, and harmony with nature.
Article IV. Membership.
Section 1. Any person who expresses sympathy with the Principles and Purposes of the Unitarian Universalist Association, and who demonstrates a willingness to participate in the life of the congregation, may become a member regardless of race, color, sexual orientation, gender identity, physical ability, ethnic origin, or political affiliation. To become a member of the Church, an individual must sign the Membership Book in the presence of the minister and/or an active member of the Church.
Section 2. (A) Active Members are eligible to serve as Board members and officers and chairs of Core Committees. An Active Member is one who: has signed the membership book, is at least sixteen years of age; and within a twelve-month period prior to determination of active status, has participated in congregational activities and has supported the congregation by financial contributions and/or service.
(B) An Associate Member is one who: has signed the membership book, actively supports the congregation but who does not reside in the congregational area; or who holds active membership at another UU congregation; or is one who participates in congregational activities but who is unable to meet the requirements of active membership.
Section 3. Withdrawal of Membership. A member can request to be removed from the membership roll, or can be taken off the rolls if inactive. For this purpose, inactivity is defined as a lack of participation in congregational activities and a lack of contribution for one year.
Article V. Voting Rights.
Section 1. The right to vote at meetings of the congregation shall be restricted to active members after sixty days of active membership. Each member shall cast one vote on each matter which shall come before the meeting.
Section 2. Active members unable to attend a meeting may cast absentee ballots. Absentee ballots must be presented in writing to the President prior to the beginning of the meeting. The ballot must state the member = s position clearly enough to be interpreted at the time of the vote. Absentee ballots count toward establishing the quorum for a meeting.
Section 3. Two thirds of the votes cast are required to pass motions regarding: selection of a minister; release of a minister; capital expenditures exceeding 5% of the total budget not already passed as budget items; disposition of Church real property; or amendment or revision of the Constitution and By-Laws.
Section 4. All other motions require a simple majority.
Article VI. Officers. Officers shall be elected by the active members at the annual meeting of the Church. The elected officers as a body shall be known as the Board of Trustees, hereinafter referred to as the > Board, @ and shall be trustees of the corporation. Duties of Board members are described in the Bylaws.
Article VII. Amendment. This Constitution may be amended by a two-thirds vote of those active members present at the annual meeting of the Church, provided that the proposed amendment has been circulated in writing to the active members at least two months before the annual meeting.
BY-LAWS
Article I. Minister.
Section 1. Selection: Search Committee
A search committee to recommend a new minister shall be formed as the need arises, from active members of the Church. The committee will consist of four (4) members elected by the congregation at an annual or special meeting of the congregation, and three (3) members appointed by the Board. The search will be open to all candidates regardless of race, color, sexual orientation, gender identity, physical ability, ethnic origin, or political affiliation. In the event that a ministerial candidate is rejected by the congregation or fails to accept an offer, a new search committee shall be elected according to these by-laws and a new search process undertaken.
Section 2. Position and General Responsibilities
(A) The minister shall be in fellowship with, or in process of obtaining fellowship with, the Unitarian Universalist Association. The minister shall be in charge of the religious aspects of the Congregation and perform such other duties as usually pertain to the position.
(B) The minister may attend all meetings of the congregation, and is an ex-officio member of the Board of Trustees and all committees of the congregation except the Nominating committee; however, the Nominating Committee may consult with the minister.
(C) The minister shall have general responsibilities for the supervision of all staff members and shall consult with the Board of Trustees regarding the appointment or dismissal of employees of the church.
(D) The minister shall have freedom of the pulpit.
Section 3. Letter of Agreement
Tenure and specific duties of the minister shall be governed by agreement between the Minister and the Board of Trustees, on behalf of the congregation.
Section 4. The Committee on Ministry
(A) The Committee on Ministry shall work to evaluate and strengthen the quality of the ministry of the congregation. The committee will serve as a resource to other committees and as a resource to the minister by providing feedback, sharing ideas and suggestions, and acting as a sounding board. It will also receive/gather feedback from the congregation about the ministry of the church.
(B) The committee shall be composed of five (5) members. The members of the committee will be chosen by the Board from a list submitted to them by the minister. This list will contain at least 2 more names than are needed to fill positions that are vacant. The 5 committee members will serve staggered 2-year terms, with no more than 3 members being replaced in any particular year. The committee will meet at least once a month.
Article II. Officers and Board of Trustees.
Section 1. The Nominating Committee
(A) The Nominating Committee shall prepare a ballot listing nominees for each board position that is up for election, and a nominee to chair the Endowment Committee when the position is up for election. A list of nominees shall be posted or published at least ten days in advance of the annual meeting. No person shall be nominated for an office without giving consent, including nominations from the floor at the meeting. If more than one person is standing for any office, a vote will be taken, and the nominee with a majority of votes will be elected. In addition to these responsibilities, the Nominating Committee will recommend to the Board, chairs for all Committees, with the exception of Endowment, as specified above, and the Committee on Ministry, as specified in Article I. Section 4 (B).
(B) The Nominating Committee shall consist of five (5) persons, all of whom must be active members of the congregation. At the Annual Meeting, three members will be nominated from the floor and elected by the congregation for one year terms. The other two members will be appointed by the Board of Trustees at their next regular meeting for one year terms. The Nominating Committee shall elect a Chair from among its members who has served on the Nominating Committee for at least one year immediately prior to being elected Chair.
(C) In the event of vacancies on the Nominating Committee, the Nominating Committee shall recommend candidates to the Board, which shall make an interim appointment.
Section 2. Composition of the Board
The Board shall consist of a President, Vice-President, Secretary, Treasurer, Chair of the Finance Committee and three trustees. The officers of the board comprise the Executive Committee and are the President, Vice-President, Secretary and Treasurer.
Section 3. Qualifications
Candidacy for Board members shall be limited to active members of the congregation regardless of race, color, sexual orientation, gender identity, physical ability, ethnic origin, or political affiliation.
Section 4. Terms of Office
(A) The Secretary and Treasurer shall be elected for two-year terms. The offices of Vice-President and President are a combined two-year term: that is, a candidate elected to Vice-President serves the first year in that office and the second year as President. With congregational approval, the President and Vice-President may suspend this normal rotation of office, and hold their respective positions for two years before the Vice-President serves as President. The trustees shall be elected for staggered two-year terms, with the intention that no more than two trustees be elected in any given year.
(B) New officers will assume their duties on Jan.1 following the Annual Meeting at which they are elected. Vacancies occurring on the board shall be filled by appointment by the Board in consultation with the current Nominating Committee. Board-appointed replacement members shall serve out the term to which they were appointed.
(C) Members of the board shall serve no more than two consecutive terms in the same position. No person shall serve on the Board in any capacity for more than six consecutive years. The period of ineligibility resulting from either of these circumstances shall last for two years; thereafter, an individual may again serve on the Board.
Section 5. Powers
(A) Except for those powers reserved for the Congregation by these By-Laws, the Board of Trustees shall have the authority to act for the church. The Board shall be responsible for the finances, administration, property, and business affairs of the church.
(B) The powers of the Board of Trustees shall include, but are not limited to the authority:
(1) to enter into contracts on behalf of the church, including: (a) those for borrowing an amount up to 5% of the annual budget of the church; and(b) those for larger amounts or for purchase or lease of real estate that have been approved by the Congregation;
(2) to authorize the President and any other officer to sign such contracts;
(3) to establish such committees as it deems necessary; when doing so the board shall specify whether the duration of a committee is for a specific term, a specific task, or indefinite;
(4) to set policy for the use of the church facility by members and by outside groups; and
(5) to oversee the financial management of the church.
Section 6. Duties and Responsibilities (A) The Board of Trustees shall:
(1) oversee the functioning of the committees of the church and require reports as needed from them;
(2) consider implementation of any policies or actions recommended to it by committees;
(3) set the agenda for congregational meetings;
(4) recommend a budget for consideration at the annual congregational meeting;
(5) appoint, prior to the end of each fiscal year, the chairs of all committees, except Endowment and Nominating Committees as specified elsewhere, for the following year, based upon recommendations of the Nominating Committee;
(6) appoint five members to serve two-year terms on the Committee on Ministry from a list of candidates compiled by the Minister;
(7) review the bylaws periodically and recommend appropriate amendments;
(8) periodically review job descriptions for Board members, committees, and staff.
(B) If any officer or member of the Board misses three consecutive regularly scheduled Board meetings, the position shall be deemed to be vacant.
Section 7. The President
The President shall preside at all meetings of the Board and congregation. The President shall be an ex-officio member of all committees except the Nominating Committee and Endowment Committee. In addition, the President shall perform all such duties as custom and parliamentary usage require.
Section 8. The Vice-President
The Vice-President shall assist the President in the administration of the affairs of the Board and congregation and shall have the authority and perform all of the duties of the President in the absence or inability of, or at the request of, the President. In addition, the Vice-President will communicate with all committees of the church with the exception of the Finance Committee and Religious Education Committee, and report to the board on the work of the committees as necessary. The Vice President may delegate to other designated Board members the responsibility of communicating with specific committees.
Section 9. The Secretary
(A) The Secretary shall keep minutes of the meetings of the board and the congregation, shall send appropriate notices and correspondence, and shall perform such other duties as assigned and as are customary of the office.
(B) The Secretary shall maintain a record of all policies and procedures adopted by the Board.
Section 10. The Treasurer
The Treasurer shall maintain the financial/fiscal affairs of the board and the church; shall keep such financial accounts as are approved by the Board; shall pay the bills; shall file forms conforming with government regulations; shall serve ex-officio as a member of all committees dealing with Church finances; and shall report on the status of the financial/fiscal affairs to the Board and the Congregation. In the event of the absence or incapacity of the Treasurer, the President shall have the authority to sign checks and pay bills.
Section 11. Chair of the Finance Committee
The Chair of the Finance Committee shall chair the Finance Committee; guide the development of the annual budget of the church, in cooperation with the Board, the committees and the congregation; and advise the congregation, the Board, committees and other church groups as necessary, of financial aspects and implications of proposed actions. In addition, the Finance Chair and the Finance Committee will nominate a Pledge Drive chair to be appointed by the Board. The Finance Chair and the Finance Committee will provide support and assistance as necessary for the Pledge Committee to complete the annual pledge drive.
Section 12. The Executive Committee
The Executive Committee shall be the officers of the board. The Executive Committee shall have the authority to transact business of the Church between regular Board meetings. Any business actions so taken shall be submitted to the full Board at its next regular meeting for ratification.
Section 13. Quorum
A quorum for any meeting of the Board of Trustees shall comprise five (5) of the above-named members, two of whom must be officers. For the purposes of the quorum ex-officio members are not counted.
Section 14. Board Meetings and Procedures
(A) Voting: Each member of the Board and each officer shall be entitled to cast one (1) vote upon matters coming before them except the President, who shall vote only in the case of a tie. Generally attending are the Minister and the RE Director, both in an ex-officio capacity (without a vote). Other congregation members are invited to attend board meetings, also in an ex-officio capacity (without a vote).
(B) Regular Meetings: The Board of Trustees will meet once a month. These meetings shall be scheduled at a regularly designated time of the month to give the best chance for members to attend. All regular and special meetings of the Board shall be open meetings which members and friends of the congregation are welcome to attend.
(C) Special Meetings: Special Board meetings may be called by the President or by petition signed by at least three members of the Board. Notice of special meetings shall be sent by telephone, mail, or e-mail, and shall include the purpose or purposes of the meeting. The quorum requirement applies to special meetings.
(D) Executive Sessions: With a two-thirds majority vote of the Board, the Board may go into executive session to address specific personnel or legal matters. The executive session shall address only the item voted into executive session. Executive sessions are closed to all persons except voting members of the board, the minister, and any persons the board invites into the session. Only in rare cases and with a two-thirds majority vote of the Board, the minister may be excluded from an executive session.
(E) Minutes of regular, special, and executive session Board meetings shall be kept in the church office and shall be available for review by members and friends.
(F) Procedure: All meetings of the Board shall proceed according to Robert = s Rules of Order.
Article III. Fiscal Year
The fiscal year for the church shall be January1 through December 31.
Article IV. Congregational Meetings
Section 1. The congregation shall meet annually at such time and place as shall be convenient for the attendance of the congregation and set by the board to:
(A) elect officers, trustees, and committee members as prescribed in these by-laws;
(B) review the status and direction of the church;
(C) address either creative or corrective strategies, if needed; and
(D) adopt a budget for the forthcoming year.
Section 2. Quorum
Thirty (30) active members of the congregation or 25% of active members, whichever number is smaller, shall constitute a quorum at any congregational meeting.
Section 3. The annual meeting shall be held in late November or early December of each year at such time and place as determined by the board.
Section 4. Special meetings of the Congregation may be called by the President or the Board and shall be called by them upon the written request of ten (10) active members of the Congregation.
Section 5. All meetings of the Congregation shall be called by the Secretary or such member of the congregation as the board may name, by causing an announcement to be made of said meeting at the regular worship service of the congregation for two successive Sundays before the day of holding the meeting, and by mailing such notice to every member of the Congregation at least seven (7) days before the date of the meeting. The church newsletter shall be considered such properly mailed notice.
Section 6. The agenda for the Annual Meeting or for a special meeting shall be included with the written notice if the meeting shall be expected to address and vote upon these issues:
(A) selection of a minister;
(B) release of a minister;
(C) items involving capital expenditure over 5% of the total budget not already passed as budget items;
(D) disposition of Church real property; or
(E) amendment or revision of the Constitution or By-Laws.
Section 7. Procedure: Meetings of the congregation shall proceed according to Robert = s Rules of Order.
Article V. Committees
Section 1. Core Committees
(A) The church designates the following committees as Core Committees.
- Finance
- Buildings and Grounds
- Committee on Ministry
- Religious Education
- Sunday Services
- Membership
- Women's Alliance
(B) Core Committees will consist of at least five members, including a chairperson. The Board shall appoint the chairs of committees in consultation with the Nominating Committee. The chair of a committee shall select and recruit members to the committee.
(C) Committees are responsible for writing a statement of purpose for their committee, or description of the role of their committee in consultation with the Minister. The Board must approve such descriptions and will review and update them every three years, or as needed.
Article VI. Endowment Fund
Section 1. Purposes and Structure
(A) Memorial gifts, bequests to the church, and contributions to special capital campaigns shall be deposited into the Church Endowment and shall be managed by the Endowment Committee for the purposes of administration and investment except as terms of gifts or bequests may provide otherwise.
(B) The Endowment Committee shall:
• Work with the Board to establish capital projects for the Church,
• Solicit contributions to the endowment fund,
• Invest all contributions to the endowment fund in sound, ethically and environmentally responsible financial statements, and
• Make endowment fund distributions into the Church's General Fund.
(C) The endowment committee shall be composed of a chair and three members. Members of the Endowment Committee, including the chair, shall serve staggered three (3) year terms. No more than two (2) members shall be replaced in any election.
(D) The Nominating Committee, in consultation with the board, shall nominate the chair of the committee. The chair of the committee shall nominate the members of the committee. The nominees for chair and members of the Endowment committee shall be presented for election to the congregation at the Annual meeting.
(E) The Endowment Committee shall report to the board twice a year on the make-up and performance of the endowment fund, and as needed to discuss capital projects.
Section 2. Operation The Endowment shall be operated for the benefit of the church and shall facilitate gifts and bequests to the church. The primary purpose of the Endowment fund is to maintain the physical plant of the church.
Any and all distributions from the endowment fund must be made into the General Fund, and must be recommended by both the Endowment Committee and by the Board of Trustees.
Article VII. Amendments
These By-Laws may be amended or repealed at any annual or special Congregational meeting by a two-thirds majority of those present and qualified to vote. The notice for any such meeting shall include the text of the existing language and any proposed change.
Article VIII. Dissolution
Should this church cease to function and the membership vote to disband, any assets of the church will be transferred to the Unitarian Universalist Association for its general purposes. This transfer shall be made in full compliance with whatever laws are applicable.
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