By Laws & Amendments Revised November, 2002 |
Bylaws of the Unitarian Universalist Fellowship of Bay County, Inc. |
Article I - Name The name of this religious society shall be the Unitarian Universalist Fellowship of Bay County, Inc. Article II - Purpose We are united to provide a setting for personal growth and exploration of the many dimensions of liberal religion in the Unitarian Universalist tradition. Article Ill - Membership Section 1. Becoming and Remaining a Member Any person may become, and remain, a member of this Fellowship who is in sympathy with its purpose and program; agrees with the Fellowship's Bylaws, signs the Membership Book; and demonstrates participation in and contributions to the Fellowship. It is generally understood that members should have an understanding of the history and current situation of the Unitarian Universalist movement. It is specifically understood that membership is open to all qualified persons without regard to age, color, race, national origin, sex, affectional or sexual orientation. Section 2. Voting Privileges Any member may vote in congregational meetings thirty days after signing the Membership Book, except as specified in Article VII, Section 4. Article IV - Denominational Affiliation This Fellowship is a member of the Unitarian Universalist Association and of the Mid-South District. This Fellowship intends to make annual financial contributions equal to its full share, as determined by the Association and the District. Article V - Religious Services Religious services shall be conducted on a regular basis to provide for the needs and desires of the membership. Article VI - Executive Board Section 1. Composition a. The Executive Board (hereafter called the Board) shall be comprised of the officers and four at large Board members. The officers shall be: President, Vice President, Secretary, and Treasurer. b. The officers shall be elected to a one year term, and except for the Treasurer may not be elected to more than two consecutive terms in the same position. At large Board members shall serve two-year terms, except that at the first election following the adoption of these Bylaw revisions, two of the at large Board members shall be elected to one year terms. At large Board members may not be elected to more than two consecutive terms. c. Any minister under contract shall be a non-voting Board member. Section 2. Meetings of the Board a. The Board shall meet monthly. A quorum of four members is required to conduct business. b. Board meetings shall be open to any member of the Fellowship. Section 3 Duties and Powers of the Board a. The Board shall have general charge of the property and funds of the Fellowship, the conduct of all its business affairs and the control of its administration. The Board shall establish and appoint the chairs of such committees as it may deem necessary. The Board may not borrow any funds nor make a contract involving more than ten percent of the current annual budget without approval of the membership. b. Officers shall have such duties and powers as customarily pertain to their office and/or are assigned by the Board. c. The Board may adopt such Policies and Procedures as it deems necessary to carry out its duties. Section 4. Removal and Replacement of Board Members a. The Membership shall have the power to remove any Board member who is unable or fails to perform the duties of the position to which elected, by a simple majority of those present and voting at a Congregational Meeting announced in writing for that purpose. b. The remaining Board members shall fill any vacant position on the Board until the next scheduled election. Article VII - Congregational Meetings Section 1. Congregational Meetings Congregational Meetings may be called by the Board, or five members of the Fellowship. All members shall have received prior written notification at least ten days before such meeting, including the purpose of the meeting. Section 2. Annual Congregational Meeting The Annual Congregational Meeting of the Fellowship shall be held within the six weeks preceding the end of the fiscal year. Section 3. Conduct of Business A quorum for Congregational Meetings, except as shown elsewhere in these Bylaws, shall be one third of the current voting membership. Approval of business shall be by two-thirds majority of those voting members present. Robert's Rules of Order, Revised, shall be the authority for conduct of business. Section 4. Matters of Contract A quorum of two thirds of the current voting membership is required at a Congregational Meeting for purchase, sale and/or mortgage of real property and matters related to a minister's contract. Approval of such business must be by a three-fourths vote of members present. Only those members at least 18 years of age may be counted for the quorum or may vote on these matters. Article VIII Congregational Committees Section 1. Nominating Committee The Nominating Committee shall consist of three members, each elected for a one year term. Section 2. Ministerial Relations Committee The Ministerial Relations Committee shall consist of three members, two appointed by the Board and one appointed by the minister under contract. Article IX - Elections Section 1. Proposed Slate The Nominating Committee shall present a slate for all officers, at large Board members, and Nominating Committee members at least one month prior to the Annual Congregational Meeting. All nominees must be voting members of the Fellowship. Nominations may be made from the floor at the time of election, but such persons must have already agreed to serve. Section 2. Elections Election of persons to fill elected positions shall be held at a Congregational Meeting called for that purpose. Such persons shall assume duties the following July 1. Article X - Finances Section 1. Fiscal Year The fiscal year begins July first and ends on June thirtieth. Section 2. Budget The Board shall present a proposed budget to the membership for approval at the Annual Congregational Meeting. Section 3 Audit At the end of the fiscal year, and at any other time requested by the Board, the Treasurer shall present the records for audit. Article Xl - Amendments Proposed amendments to these Bylaws shall be received in writing by the members at least ten days prior to a Congregational Meeting. Approval of an amendment shall require a two-thirds vote of the voting members present at the meeting. Article XII - Dissolution Should this Fellowship cease to function and the membership vote to disband, all assets of the Fellowship shall be transferred to the Unitarian Universalist Association, the Mid-South District or a UUA member society. Amendment to Congregational Bylaws An Endowment Fund, whose purpose, governance, and operational procedures shall be defined by special resolution adopted by the congregation, shall be established. A. RESOLUTION TO IMPLEMENT THE ENDOWMENT FUND WHEREAS, stewardship involves the faithful management of all the gifts we have been given--time, talents, the created world and money, including accumulated, inherited and appreciated resources; and WHEREAS, we can support the religious 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 policies of this congregation; THEREFORE BE IT RESOLVED that this congregation, in congregational meeting, approve and establish on the records of the congregation a new and separate fund to be known as THE ENDOWMENT FUND OF THE UNITARIAN UNIVERSALIST FELLOWSHIP OF BAY COUNTY INC., (hereafter called the "FUND"); BE IT FURTHER RESOLVED that the purpose of this FUND is to enhance the mission of the UNITARIAN UNIVERSALIST FELLOWSHIP OF BAY COUNTY, INC., apart from the general operation of the congregation, as set forth in Section B, Item 2 Distributions: that no portion of distributions from the FUND shall be used for the annual operating budget of the congregation; That only in particular, temporary, difficult circumstances, and where integrity of gift restrictions permit, may this congregation, by action in meeting assembled, use FUND distributions for its own operating or support services; And that, except where specifically authorized otherwise in the terms of the grantor's directive of a gift, distributions from the FUND may be made annually, in amounts not to exceed 5% of the average fair market value of the FUND over the previous thirteen quarters; BE IT FURTHER RESOLVED that the Endowment Fund Committee (hereinafter called the "COMMITTEE") shall be the custodian of the FUND; BE IT FURTHER RESOLVED that the following Plan of Operation sets forth the administration and management of the FUND. B. PLAN OF OPERATION 1. The Endowment Committee The Endowment Committee (hereafter, the "COMMITTEE") shall consist of three (3) members, all of whom shall be members of the Unitarian Universalist Fellowship of BAY COUNTY. Except as herein limited, the term of each member shall be two (2) years and shall begin July 1 following an election. The minister and the president/vice president of the Fellowship Board shall be advisory members of the COMMITTEE. Upon adoption of this resolution by the congregation, it shall elect three (3) members of the COMMITTEE: two (2) for a term of two (2) years; and one (1) for a term of one (1) year. Thereafter, at each annual meeting, the congregation shall elect the necessary number for a term of two (2) years. No member shall serve more than three consecutive two-year terms. After a lapse of one (l) year, former COMMITTEE members may be re-elected. The Board of the Congregation shall nominate new members for the 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 FUND. A quorum shall consist of two (2) members. A majority of those present and voting (2) shall carry motions or resolutions, excepting investment decisions which require a unanimous vote (3) of the full committee. The committee shall elect from its membership a chairperson, financial secretary and recording secretary. The chairperson, or member designated by the chairperson, shall preside at all committee meetings. The COMMITTEE shall routinely accept unrestricted cash, stocks and bonds, charitable bequests in Wills, charitable remainder and other trusts, pooled income funds, charitable gift annuities and assignment of life insurance and retirement plans. Restricted gifts, and real and tangible assets will be considered by the committee in view of potential burdens or liabilities, and the committee may consult with the Board regarding whether to accept such gifts. The recording secretary shall maintain complete and accurate minutes of all meetings of the COMMITTEE and supply a copy thereof to each member of the COMMITTEE. Each member shall keep a complete copy of minutes to be delivered to her or his successor. The secretary shall also supply a copy of the minutes to the Fellowship Board. The financial secretary shall assist the congregation's treasurer in maintaining complete and accurate books of accounts for the FUND and shall submit to the treasurer on behalf of the COMMITTEE written requests for checks payable from the FUND and shall sign all other necessary documents on behalf of the congregation in furtherance of the purposes of the FUND. A certified public accountant or other appropriate person who is not a member of the COMMITTEE shall audit the books annually. The COMMITTEE shall report on a quarterly basis to the Board and, at each annual or special meeting of the congregation, shall render a full and complete audited account of the administration of the FUND during the preceding year. The COMMITTEE may request other members of the congregation to serve as advisory members and, at the expense of the 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 fund. Members of the COMMITTEE shall not be liable for any losses that may be incurred upon the investments of the assets of the FUND except to the extent that such losses shall have been caused by bad faith 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 only for his/her own willful misconduct or omissions and shall not be liable for the acts or omissions of any other member. No member shall engage in any self dealing or transactions with the FUND in which the member has direct or indirect financial interest and shall at all times refrain from any conduct in which her or his personal interests would conflict with the interest of the FUND. All assets are to be held in the name of THE UNITARIAN UNIVERSALIST FELLOWSHIP OF BAY COUNTY INC., THE ENDOWMENT FUND OF THE UNITARIAN UNIVERSALIST FELLOWSHIP OF BAY COUNTY, INC. Recommendations to hold, sell, exchange, rent, lease, transfer, convert, invest, reinvest, and in all other respects to manage and control the assets of the FUND, including stocks, bonds, debentures, mortgages, notes, or other securities, as in their judgment and discretion they deem wise and prudent, are to be made by the COMMITTEE for approval by the Fellowship Board, with subsequent execution by the delegated member of the COMMITTEE. The COMMITTEE should practice conservative principles of investment which balance growth with preservation of capital. Whenever financially prudent, investments should be based on concepts of social responsibility. 2. Distributions The COMMITTEE shall abide by and keep a record of the terms and restrictions of all gifts to the FUND and shall determine what is principal and what is income according to accepted accounting procedures. Lifetime and testamentary unrestricted gifts to the FUND shall accumulate until a fair market value of $50,000 is achieved, after which annual distributions may commence. However, should the fair market value of the FUND subsequently decline to less than $40,000, distributions shall be made only upon a 2/3 vote of the members present at a congregational meeting called specifically for that purpose. The COMMITTEE shall use the Harvard Method to determine the annual distribution [This method involves (1) determining and recording the net asset value (NAV) of the Fund on a quarterly basis, (2) finding the average NAV for the last 13 quarters, and (3) multiplying the average NAV by an agreed upon rate (usually between 4% and 6%) to determine the amount available to spend for the next budget year.. (p. 29 of the UUA Endowment Fund Guide).] Distributions from the FUND may be made annually and at such other times as deemed necessary and/or feasible to accomplish the following purposes Scholarships or grants to members of the Unitarian Universalist Fellowship of Bay County for the purpose of attending UU-related camping or leadership conferences; or such other training which enables members of this congregation to grow in faith and service to Unitarian Universalism; Outreach into the community including, but not limited to, grants to UU camps and conference centers, theological schools, social service agencies or institutions to which this congregation relates, and to special programs designed for those persons in our community who are in spiritual and/or economic need; and to sponsor programming such as music, arts, and speakers to enhance the Fellowship's spiritual growth and presence in the community For the wider mission of the UUA at home and overseas, including, but not limited to, grants to the UUA for new Fellowship development, professional leadership, educational ministries, world mission, and capital financing. When all other sources have been exhausted, a non-recurring distribution may be made for the physical plant of the Unitarian Universalist Fellowship of BAY COUNTY INC., such as, but not limited to, maintenance of buildings, capital improvements or renovations, or debt reduction; Programs for support shall be recommended by the COMMITTEE and approved by the Board for funding. Suggestions or requests for funding are to be submitted to the COMMITTEE by the Fellowship's budget preparation date of each year. 3. Amending the Resolution BE IT FURTHER RESOLVED that any amendment to this resolution, which will change, alter or amend the purpose for which the FUND is established, shall be adopted by a two-thirds vote of the members present at congregational meeting called specifically for the purpose of amending this resolution. 4. Dispositions or Transfer of FUND BE IT FURTHER RESOLVED that in the event that THE UNITARIAN UNIVERSALIST FELLOWSHIP OF BAY COUNTY ceases to exist either through merger or dissolution, disposition or transfer of the FUND shall be at the discretion of the Fellowship Board in conformity with the approved congregational constitution and in consultation with the Unitarian Universalist Association. Consultation with the Association may also be desirable for continuation of THE ENDOWMENT FUND OF THE UUFBC obligations to grantors of gifts. C. ADOPTION OF RESOLUTION This resolution, recommended by the Fellowship Board and accepted by the congregation at a legally called congregational meeting, is hereby adopted. THE UNITARIAN UNIVERSALIST FELLOWSHIP OF BAY COUNTY, INC. By ______________________________________, President And ______________________________________ Secretary Dated this ____________ day of May, 2004 |
