Universalist Unitarian Church of East Liberty

UUCEL By-Laws

(Originally adopted September 1957, amended March 1958, September 1965, April 1969, revised September 1979, amended February 1980, May 1968, revised April 1993, revised December 1998, revised December 2003)

ARTICLE ONE: NAME

The name of this organization shall be: UNIVERSALIST UNITARIAN CHURCH OF EAST LIBERTY hereinafter referred to as the "Congregation."

ARTICLE TWO: AFFILIATION

This Congregation shall be a member of the Unitarian Universalist Association and the Heartland District and/or their ecclesiastical successors, paying its reasonable share of financial support.

ARTICLE THREE: MISSION AND SHARED MINISTRY

Section 1: Mission

The mission of the Universalist Unitarian Church of East Liberty is to be a church where people of diverse beliefs can worship in a spirit of reason, tolerance, freedom and loving fellowship, committed to social justice, enriched by religious education and sustained by spiritual nourishment.

Section 2: Shared Ministry

The ministry of the Congregation, in support of our free tradition, is the responsibility of the entire Congregation. We have a shared ministry in which the lay leadership, professional staff and the membership all have complementary responsibilities in fulfilling the covenant between the members and friends of the Congregation and in carrying out the mission of the Congregation.

Section 3: Free Faith

This Congregation of free faith is open to all.

ARTICLE FOUR: MEMBERSHIP

Section 1: Non discriminatory

This Congregation affirms, promotes, and welcomes the full participation of all individuals in carrying out its mission regardless of their race, religion, color, gender, age, class, national origin, ancestry, marital status, sexual orientation or physical or mental ability. No particular interpretation of religion or any particular religious belief or creed is required or imposed as a condition of membership.

Section 2: Qualifications for Membership

Any person, sixteen years of age or older, who is in sympathy with the mission and ministry of the Congregation may become a member of the Congregation by signing the Membership Register in the presence of the Minister or an officer or trustee. Any member who takes an active interest in the Congregation by attendance at its services, by taking part in its activities, and by financial contributions of record shall be deemed a voting member of the Congregation, except that: (a) No one with membership of less than one year's duration shall be entitled to vote on disposition or acquisition of real property or on hiring or dismissal of the Minister. (b) The right to vote at Congregation meetings shall be reserved for persons who are Congregation members. A person must have been a member at least 60 days before voting and office holding privileges are extended.

Section 3: Loss of Membership

Any member failing to maintain for a period of one year an active interest in the Congregation, as defined in Section 2 of this Article, shall cease to be a voting member after written notification by the Secretary, upon instruction from the Board of Trustees. Membership rolls shall be reviewed annually with reference to participation. Any member who has not participated within one year shall be asked whether he or she wishes to remain a member. The name of a member who cannot be located, replies in the negative, or does not reply within sixty (60) days of the mailing of an inquiry by first-class mail to the member's last-known address shall be removed from the roll.

Section 4: Reinstatement

Any member whose voting membership has ceased may become a voting member again by both communicating to the Secretary in writing the intent to resume an active interest in the Congregation and resuming such active interest.

Section 5: Withdrawal of Membership

Any member may withdraw voluntarily from membership by so notifying the Secretary in writing.

Section 6: Life Members Life

Members are those persons who have been active members of the Congregation and wish to continue a nominal affiliation with the Congregation and have been so assigned by the Board of Trustees. For purposes of reporting membership to the UUA and UUDOM, only voting members shall be counted. Life Members do not have voting privileges.

Section 7: Access to Information

All members are entitled to receive copies of the current Bylaws, the current Letter of Agreement between the Congregation and the Minister, all personnel contracts, the annual financial statement, and the Congregation newsletter. All members shall be entitled to inspect the minutes of the Board of Trustees, the Membership Register and the financial records of the Congregation.

ARTICLE FIVE: CONGREGATIONAL AUTHORITY AND MEETINGS

Section 1: Contract Approval

In addition to powers stated elsewhere in these Bylaws, the Congregation has the exclusive authority to approve contracts for the purchase or lease (in which the Congregation is the lessee) of real estate and to approve contracts for borrowing an amount in excess of five percent (5%) of the annual budget.

Section 2: Final Authority

The Congregation has the authority to modify or overrule any action of the Board of Trustees and to take any other action at a Congregation meeting in accordance with procedures set forth in this Article.

Section 3: Annual Meeting

The annual meeting of the Congregation is held each year in the month of May at such time and place as determined by the Board of Trustees. The purpose of the annual meeting is to adopt a final annual budget, elect trustees, members of the Nominating Committee and delegates to the General Assembly and to hear reports from the past year from committees, organizations and the Minister, and to conduct such other business as may legitimately come before the meeting.

Section 4: Special Meetings

Special meetings of the Congregation are called by a majority of the Board of Trustees, or will be called by the President if presented with a petition signed by 10% of voting members of the Congregation. The subject of the meeting must be stated in the call or in the petition.

Section 5: Notice of Meetings

All meetings are called by the Secretary, or such member of the Congregation as the Board of Trustees may name, by posting a true copy of the notice at the church at least 10 days before the date of the meeting. The meeting will also be announced from the pulpit at least two Sundays before the date of the meeting. Or notice of the meeting will be given by mailing to every voting member of the Congregation at least fifteen days before the date of the meeting. The notice specifies the place, day, and hour of the meeting and the business to be transacted. No action binding on the Congregation is taken at any meeting other than the business specified in the notice.

Section 6: Agenda for Meetings

The Board of Trustees determines the agenda for any meeting of the members, subject to revision by action at the meeting. Members may submit to the Board of Trustees matters that they wish to have included on the agenda of any meeting. Upon a written request signed by 10% of members eligible to vote on the matter requested, the Board of Trustees will include on the agenda any matters specified in such request.

Section 7: Voting

Twenty-five percent of the members having voting privileges constitutes a quorum. A majority vote or a reaching of consensus by the members present at a meeting is required to adopt a motion. Proxy votes are permitted on resolutions made available in writing prior to a Congregation meeting. Proxy votes must be submitted in writing to the Secretary in advance of the voting on the resolution.

Section 8: Capital Expenses and Incurring Debt

Votes to dispose of or acquire real property or to incur debt more than 50% of the annual budget must be held on two separate occasions, at least 14 days apart.

Section 9: Procedural Matters

Except as otherwise provided in the Articles of Incorporation or these Bylaws, all meetings of the Congregation are conducted in accordance with Roberts Rules of Order (rev.), except for circumstances in which the majority of members present agree to use a consensus building process (as described in the Appendix to the Bylaws).

ARTICLE SIX: CHURCH BOARD

Section 1: The executive power of this Congregation is vested in its Board of Trustees, consisting of six members, designated "trustees", two of whom are elected at each Annual Meeting for terms of three years. Board members may serve for two consecutive three-year terms.

Section 2: Eligibility

To serve as a trustee or an officer, a person must have been a voting member of the Congregation for at least one year before being elected. No person serving two consecutive full terms shall be eligible for re-election as trustee until one year after the expiration of those two terms.

Section 3: Nominations for Board of Trustees

(a) Nominating Committee A Nominating Committee selects nominees to the Board of Trustees at least equal in number to the vacancies to be filled at the annual meeting. The Nominating Committee will consist of three (3) people, one appointed by the Board of Trustees and two nominated by the current nominating committee to be elected at the annual meeting. Other nominations may be offered from the floor. No one can serve for more than three consecutive years on the committee. (b) In its selection process for the Board of Trustees, the Nominating Committee invites suggestions from individual members, representative groups, and organizations within the Congregation. The Committee publishes its nominations at least 30 days before the annual meeting. It also presents its nominations orally at the annual meeting. In addition to the nominations presented by the Committee, nominations may be made from the floor at the annual meeting by any member of the Congregation eligible to vote, provided that the consent of the nominee shall have been obtained in advance.

Section 4: Vacancies

(a) If the position of any trustee or officer shall become vacant, the remaining trustees, even if less than a quorum, will, within six weeks, choose a successor to serve until the next Congregation annual meeting.

(b) The Board of Trustees may declare an officer's or trustee's position vacant if that officer or trustee fails to attend or to participate in the activities of the Board on a regular basis. The Board of Trustees may declare a vacancy when a member of the Board misses three regular meetings in a row.

Section 5: Responsibilities

(a) Except for those powers reserved for the Congregation by these Bylaws, the Board of Trustees has the authority to act for the Congregation. The Board of Trustees is responsible for the finances, administration, property, personnel and business affairs of the Congregation.

(b) All members of the Board of Trustees serve as representatives of the entire Congregation and seek to respect the Congregation's principle of inclusion in their discussions and decision making.

(c) The Board of Trustees has the authority to hire and terminate all employees of the Congregation except the Minister.

(d) The Board of Trustees has the responsibility 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.

(e) The Board of Trustees sets the agenda for Congregation meetings (see Article V, Section 5).

(f) The Board of Trustees recommends a budget for consideration at the annual Congregation meeting.

(g) The Board of Trustees is authorized to collect all monies due the Congregation and to put the same into the hands of the Treasurer.

(h) The Board of Trustees is authorized to expend any funds allocated in the annual budget. In addition, the Board may reallocate up to thirty percent (30%) of any line item of the budget. If expenditures are projected to exceed the total budget by more than five percent (5%) of the total amount approval of the Congregation is required.

(i) The Board of Trustees is authorized to borrow sums of money without consent first being obtained from the Congregation, provided that the total of all funds borrowed without the Congregation's consent and still owing shall not exceed five percent (5%) of the annual operating budget. Any amount exceeding the five percent (5%) limitation must be approved by the Congregation at a Congregation meeting.

(j) The Board of Trustees is empowered to act by signature or otherwise on behalf of the Congregation in such legal capacity as may be required by law for the possession and/or disposition of the property of the Congregation and the conduct of the business of the Congregation (see Article IX).

(k) The Board of Trustees arranges for bonding or insurance of such types and amounts to ensure the safety of the properties, including the funds, of the Congregation.

(l) The Board of Trustees sets policy for the use of the Congregation's facilities and equipment by members and by outside groups.

(m) The Board of Trustees periodically appoints a Bylaws Committee (including at least one non-Board member) to review the Bylaws and recommend appropriate amendments.

(n) The Board of Trustees ensures that there is a complete and up-to-date set of policies and procedures for the Congregation's operations.

(o) The Board of Trustees has custody of all Congregation records and ensures that all such records are maintained securely and current as needed, including ensuring there is an accurate up-to-date list of the members of the Congregation.

Section 6: Board of Trustees Meetings

(a) The Board of Trustees makes such rules for its governance as it deems advisable, subject to the provisions of the Articles of Incorporation and these Bylaws.

(b) The Board of Trustees holds at least ten meetings per year on a regular schedule.

(c) A Board of Trustees quorum consist of four Trustees.

(d) Meetings of the Board of Trustees are open to members of the Congregation, but the Board retains the power to go into executive session based on due cause.

(e) A special meeting of the Board of Trustees may be called by the President or any two board members by giving 24-hour notice of the purpose, time and place of such meeting to each and every member of the Board. Such notice may be given either in writing or orally.

ARTICLE SEVEN: OFFICERS

The trustees elect from among themselves, at the first Board of Trustees meeting following the annual meeting of the Congregation: a President, a Vice President, a Secretary, and a Treasurer, each of whom serves for one year from the date of election for that office and who may be re-elected for a maximum of three years, excepting the Treasurer who may serve for up to six years. The duties of the officers are as follows:

Section 1: President and Vice President

(a) Meetings. The President or Vice President presides at all meetings of the Board of Trustees and at all meetings of the Congregation, and in the absence of both the President and Vice-President, a chairperson pro tem is elected by the Meeting.

(b) Committees. After the Annual Meeting and before the beginning of the new church year, the President appoints chairpersons of standing and special committees except the Ministerial Search Committee, the Ministerial Relations Committee and the Nominating Committee, which choose their own chairpersons. Chairpersons begin their term at the beginning of the church year on July 1. The President is an ex officio member of all committees except those same three committees.

(c) The President is authorized to sign all contracts on behalf of the Congregation. If the President is incapacitated, the Vice President is authorized to sign such contracts.

(d) In the absence of the Treasurer, the President may disburse funds and pledge the credit of the Congregation.

Section 2: Secretary

(a) The Secretary is Secretary of the Congregation and of the Board of Trustees.

(b) The Secretary gives notice of all meetings of the Congregation and of the Board of Trustees.

(c) The Secretary keeps accurate minutes of all business transacted at meetings of members of the Congregation and of the Board of Trustees and secures minutes of all Congregation committees, excluding the Ministerial Relations and Search committees.

(d) The Secretary posts the names of all committee chairpersons in the church.

Section 3: Treasurer

(a) The Treasurer receives receipts for and keeps in safe deposit all funds of, and contributions for, the support of the Congregation.

(b) The Treasurer keeps accurate account of receipts and expenditures.

(c) The Treasurer reports at the meetings of the Board of Trustees and at least once a year at the annual meeting of the Congregation, the financial condition of the Congregation.

(d) The Treasurer shall be bonded.

(e) The financial accounts of the Congregation shall be audited annually by a Committee selected by the Board of Trustees from among the members of the Congregation.

(f) The fiscal year, along with the Congregation's program year, shall begin on the first day of July and shall end on the last day of June.

ARTICLE EIGHT: THE MINISTER, THE MINISTERIAL SEARCH COMMITTEE AND THE MINISTERIAL RELATIONS COMMITTEE

Section 1: Ministerial Search Committee

In the event of a vacancy or impending vacancy in the Ministry, a Ministerial Search Committee shall be constituted, consisting of at least five and not more than seven members, nominated by the Board of Trustees and elected by a special meeting of the Congregation called for that purpose. Members of this committee shall have been voting members of the Congregation for at least one year. No person shall serve on both the Ministerial Search Committee and the Ministerial Relations Committee at the same time. The Ministerial Search Committee will be guided by, but not limited to, the Ministerial Settlement Manual issued by the UUA.

Section 2: Choice of Minister

80% of the votes of voting members of the Congregation present at a meeting called for the purpose shall be necessary for the calling of a Minister. A quorum for the meeting shall be 40% of the voting members. The duties and privileges of the Minister shall be set forth in a written Letter of Agreement, the terms of which shall be negotiated by the Negotiating Committee and approved by the Board of Trustees. A Negotiating Committee of three (3) members, including a member of the Ministerial Search Committee, a member of the Board of Trustees and a "wise elder" member-at-large shall be appointed by the Board of Trustees.

Section 3: Ministerial Relations Committee

The purpose of the Ministerial Relations Committee is to facilitate communication between the Minister and the Congregation regarding their mutual expectations and needs. The Ministerial Search Committee shall function as the Minsterial Relations Committee for the first year of the Minister's tenure. The Board of Trustees will then appoint a new Ministerial Relations Committee consisting of at least three members from a list of at least six members submitted by the Minister. The initial members of the new Ministerial Relations Committee will have staggered terms of one, two and three years, determined by lot. Every year thereafter, the Board of Trustees shall appoint at least one member of the Ministerial Relations Committee, from a list of at least three members submitted by the Minister, for a term of three years. No member shall serve more than two consecutive three-year terms on the committee.

Section 4: Termination of Tenure

The Board of Trustees shall at any time have the power to recommend the termination of tenure of a Minister in this Congregation. The Minister may request a hearing before the Board of Trustees prior to the taking of such a vote. A meeting called for the express purpose of considering the retention or termination of the Minister must be attended by 40% of the voting membership of the Congregation. The affirmative vote of 80% of those present shall be necessary for termination of tenure. The Minister may request a hearing before the assembled members, before a vote is taken. Written specific notice must be given to all members at least thirty days prior to any meeting at which such motion or recommendation of termination is to be considered.

Section 5: Minister

(a) There shall be a Minister for the Congregation, who shall be called by the Board of Trustees according to the process outlined in Sections 1 - 3.

(b) The term of such Minister shall be indefinite, but subject to termination by the Board of Trustees as outlined in Section 4.

(c) The Minister is an ex officio member of the Board of Trustees without a vote. The Minister also is an ex officio member of all committees and organizations except the Ministerial Search Committee.

(d) The Minister makes a full report to the annual meeting of the Congregation, and brings to the attention of the Board of Trustees any matters which seem to the Minister pertinent to the general welfare of the Congregation, and makes recommendations as seem to the Minister proper; but the final decisions in matter of policy and procedure remain with the Board of Trustees or with a legal meeting of the Congregation.

(e) The person called to, or continuing in the work of Minister, must be dedicated to the philosophy and heritage of Unitarian Universalism. The Minister shall be in good standing within the Unitarian Universalist Association or working toward Fellowship.

Section 6: Interim Minister

(a) In preparation for securing a settled Minister, the Congregation may vote to retain an Interim Minister, who will assist the Congregation to continue a regular pattern of church life, to transition from its experience with a former minister, and to prepare for the selection of a new settled minister.

(b) The Board of Trustees will follow procedures and guidelines for selection of an Interim Minister outlined by the Unitarian Universalist Association, and resulting in a signed contract with the candidate.

(c) After identifying a desired candidate for Interim Minister, the Board of Trustees will recommend the candidate to the Congregation and request approval by the Congregation.

(d) The Interim Minister may be terminated by the Board of Trustees based on procedures outlined in the contract.

Section 7: Minister of Record

(a) In place of calling a settled minister, the Congregation may enter into an agreement with a part or full-time Minister of Record - someone not necessarily in Fellowship with the UUA but in sympathy with UU principles, philosophy and heritage and deemed qualified to provide ministry to the Congregation. A Letter of Agreement shall specify the period of the arrangement, the compensation, and the nature of the services to be provided by the Minister to the Congregation. The Congregation shall act on the Letter of Agreement following recommendation by the Board of Trustees, by an 80% majority of those members present at a meeting of the Congregation legally called for that purpose. Renewals of the Letter of Agreement also shall require an 80% majority.

(b) A Minister of Record, duly elected and installed by the Congregation, shall continue in office for the term of the Letter of Agreement or until the Minister, of free will, presents a written resignation to the Board of Trustees, or until requested to resign by an 80% majority vote of members present at a special meeting called for this purpose.

(c) The quorum requirement for deciding the employment or dismissal of a Minister of Record is to be 40% of the membership of the Congregation. Section 8: Freedom of the Pulpit The Minister shall have complete freedom of the pulpit, as well as freedom to express personal opinions outside the pulpit. This means that all those who speak from the pulpit have the right - and the duty - to express their true thoughts and feelings about the topics on which they speak. They have the freedom to choose topics that may be controversial. Their words are their own and should not be construed as the voice of the Congregation nor the voice of the UUA.

ARTICLE NINE: PROPERTY

Section 1: Title The title to the property of this Congregation shall be in the name of the Universalist Unitarian Church of East Liberty.

Section 2: Inventory All physical assets of the Congregation, in addition to land and buildings, should be inventoried every five years.

Section 3: Disposal of Property Since churches are granted nonprofit status because of their charitable religious purpose, no individuals are allowed to personally benefit from its nonprofit status. Physical assets such as furniture, equipment, and learning resources no longer needed by the Congregation must be disposed of in such a way that individual members of the Congregation not gain personally from these transactions. Such personal benefit is referred to as personal inurement. Prior to the disposition of any significant assets that were originally donated to the Congregation, the original donor should be informed. Return of the property to the donor is inappropriate for the above stated reason.

ARTICLE TEN: STANDING COMMITTEES

Section 1: Standing Committees of the Congregation

(a) Audit Committee - An Audit Committee appointed by the Board of Trustees will review on an annual basis the Congregation's financial records and procedures to ensure their accuracy and their compliance with standard financial management.

(b) Nominating Committee (see Article VI, Section 3)

(c) Ministerial Relations Committee (see Article VIII, Section 3)

(d) Personnel Committee - A Personnel Committee will review and recommend personnel policies and procedures on an annual basis and carry out other duties as assigned. The committee will consist of three members appointed by the Board of Trustees. Each standing committee is charged with the responsibility of maintaining liaison between the committee represented and the Board of Trustees. The representative is charged with keeping the Board of Trustees informed of the activities of the committee and to report to the committee the relevant actions of the Board. Section 2: Program Committees Committees will be established to provide for ongoing program operations in the following areas: buildings and grounds, fellowship, membership, pastoral care, religious education, social mission, stewardship, worship. Committee chairs will recruit committee members. Any member or friend of the Congregation may volunteer for committee membership.

Section 3: Other Board of Trustees-created Bodies The Board of Trustees may create other committees, councils, task forces and working or other groups, as it deems appropriate and may determine the composition and powers of those groups, subject to the provisions of the Articles of Incorporation, these Bylaws, or any resolutions duly adopted by members of the Congregation.

ARTICLE ELEVEN: INDEMNIFICATION

Section 1: Indemnification of Trustees, Officers and Staff

The Congregation shall indemnify each member of the Board of Trustees and each officer of the Congregation at any time in office who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a Trustee or officer of the Congregation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the Congregation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Congregation, and with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful. The foregoing right of indemnification shall not preclude any indemnification of any such Trustee or officer, or any employee or other person for or in the interests of the Congregation, to which such Trustee, officer, employee or other person may be entitled by law or by virtue of any document of agreement, or which may be legally provided or afforded by or under any action by the Trustees of the Congregation. All rights of indemnification shall inure to the benefit of the heirs, executors, and administrators of the person involved.

Section 2: Indemnification of Volunteers

The Congregation assumes the liability for all acts or omissions of a non Trustee volunteer, provided that: a. The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority; b. The volunteer was acting in good faith; c. The volunteer's conduct did not amount to gross negligence or willful and wanton misconduct; d. The volunteer's conduct was not an intentional tort; and e. The volunteer's conduct was not a tort arising out of the ownership, maintenance of use of a motor vehicle as described in Section 209(e) (v) of the Michigan Nonprofit Corporation Act.

ARTICLE TWELVE: AFFILIATED & SPONSORED ORGANIZATIONS

Section 1 Affiliated Organizations

An organization seeking affiliation with the Congregation must be eligible to be a chapter of an UUA affiliated organization. Such official affiliation must be approved by the Congregation. Such groups may use the Congregation's name without seeking permission.

Section 2 Sponsored Organizations

The Congregation may create a sponsored organization that is responsive to the mission of the Congregation with approval of the Board of Trustees and the Congregation.

ARTICLE THIRTEEN: DISSOLUTION

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

ARTICLE FOURTEEN: AMENDMENTS

Amendments to the Bylaws may be made with the consent of two-thirds (2/3) of the voting members present at any regular meeting of the Congregation, or at a special meeting called for the purpose, at which not fewer than 40% of the voting members are present, provided, however, that copies of the proposed changes have been provided to each member at least fifteen days prior to the meeting at which the changes are to be voted upon.