Horizon UU Bylaws

BYLAWS OF THE

HORIZON UNITARIAN UNIVERSALIST CHURCH

A TEXAS NON-PROFIT CORPORATION

As adopted: February 15, 1987 and

as amended: January 28, 1996 and

as amended: January 23, 2000 and

as amended: May 19, 2002 and

as amended: January 19, 2003 and

as amended: January 25, 2004 and

as amended: May 22, 2005 and

as amended: January 29, 2007 and

as amended: January 30, 2011

as last amended: January 25, 2013

as last amended: January 26, 2016

Horizon UU Bylaws 

TABLE OF CONTENTS

ARTICLE 1. NAME

ARTICLE 2. NON-PROFIT CORPORATION

Section 2.01. Incorporation

Section 2.02. Identification

Section 2.03. Principal Office

Section 2.04. Registered Office & Registered Agent

Section 2.05. Organizational Intent

Section 2.06. Use of Assets.

Section 2.07. Political Activity

Section 2.08. Exempt Status

Section 2.09. Asset Distribution

ARTICLE 3. PURPOSE

ARTICLE 4. DENOMINATIONAL AFFILIATION

ARTICLE 5. MEMBERSHIP

Section 5.01. Eligibility

Section 5.02. Classes of Members

Section 5.03. Restoration of Voting Membership

Section 5.04. Waiver of Requirements.

Section 5.05. Designation of Membership

Section 5.06. Member Nondiscrimination

Section 5.07. Voting Rights

Section 5.08. Resignation

Section 5.09. Transfer of Membership

ARTICLE 6. ORGANIZATION

Section 6.01. Organizational Categories

Section 6.02. Church Authority

Section 6.03. Authority of the Board of Trustees

Section 6.04. Comprehensive Powers

Section 6.05. Agent Liability

Section 6.06. Notice

ARTICLE 7. CHURCH

ARTICLE 8. CONGREGATIONAL MEETINGS

Section 8.01. Annual Meeting

Section 8.02. Regular Meeting

Section 8.03. Special Meeting

Section 8.04. Notice of Meetings

Section 8.06. Voting Quorum

Section 8.07. Determining Vote

Section 8.08. Voting by Proxy

Section 8.09. Voting for Trustees and Officers

ARTICLE 9. GOVERNANCE

ARTICLE 10. BOARD OF TRUSTEES

Section 10.01. Board Composition

Section 10.02. Ex-Officio Members

Section 10.03. Regular Meetings

Section 10.04. Special Meetings

Section 10.05. Attendance at Meetings

Section 10.06. Notice

Section 10.07. Quorum

Section 10.08. Manner of Acting

Section 10.09. Vacancies

Section 10.10. Compensation

Section 10.11. Informal Action by Trustees

Section 10.12. Minutes

Section 10.13. Employment Authority

Section 10.14. Resignation

Section 10.15. Removal

Section 10.16.Policies and Procedures

ARTICLE 11. OFFICERS

Section 11.01. Officers

Section 11.02. Election and Term of Office

Section 11.03. Vacancies

Section 11.04. President

Section 11.05. Vice President

Section 11.06. Treasurer

Section 11.07. Secretary

Section 11.08. Executive Committee

ARTICLE 12. COMMITTEES

Section 12.01. Creation

Section 12.02. Council of Committee Chairs

Section 12.03. Ministerial Search Committee

Section 12.04. Ministerial Relations Committee(s)

Section 12.05. DRE Relations Committee

Section 12.06. Committee Membership

Section 12.07. Committee Procedures

Section 12.08. Committee Vacancies

ARTICLE 12A. COMMITTEE ON MINISTRY

Section 12A.01. Purpose

Section 12A.02. Composition

Section 12A.03. Selection

Section 12A.04. Term

Section 12A.05. Ex-Officio Members

Section 12A.06. Regular Meetings

Section 12A.07. Leadership

Section 12A.08. Coordination with the Board of Trustees

Section 12A.09. Duties and Responsibilities

Section 12A.09.01 Responsibilities Towards All Church Ministries

Section 12A.09.02 Responsibilities Towards Professional Ministers

ARTICLE 13. THE SENIOR MINISTER

Section 13.01. Selection

Section 13.02. Duties

Section 13.03. Employment

Section 13.04. Member of Board

Section 13.05. Contract Termination

Section 13.06. Removal

Section 13.07. Ministerial Relations

Section 13.08. Performance Assessment

ARTICLE 13A. ASSOCIATE MINISTER(S)

Section 13A.01. Selection

Section 13A.02. Duties

Section 13A.03. Employment

Section 13A.04. Member of Board

Section 13A.05. Contract Termination

Section 13A.06. Removal

Section 13A.07. Ministerial Relations

Section 13A.08. Performance Assessment

ARTICLE 14. RELIGIOUS EDUCATION

Section 14.01. Religious Exploration

Section 14.02. Director of Lifespan Religious Education (DLRE)

Section 14.03. Program Evaluation

ARTICLE 15. CHURCH ELECTIONS

Section 15.01. Church Elections

Section 15.02. Nominating Committee

Section 15.03. Annual Election Nominations

Section 15.04. Publication of Nominees

Section 15.05. Nomination by Petition

Section 15.06. Requirements

ARTICLE 16. CONTRACT AUTHORITY

Section 16.01. Authority

Section 16.02. Board Approval

Section 16.03. Congregational Approval

Section 16.04. Execution

Section 16.05. Employment Nondiscrimination

ARTICLE 17. ASSET MANAGEMENT

Section 17.01. Responsibility

Section 17.02. Budget

Section 17.03. Deposits

Section 17.04. Checks and Drafts

Section 17.05. Contributions and Gifts

Section 17.06. Financial Statements

ARTICLE 18. BOOKS,RECORDS AND FILINGS

Section 18.01. Books and Records

Section 18.02. Audit

Section 18.03. Filings

ARTICLE 19. ENDOWMENT FUND

Section 19.01. Establishment

Section 19.02. Purpose

Section 19.03. Fund Management

ARTICLE 20. AFFILIATED GROUPS AND ACTIVITIES

Section 20.01. Recognition

Section 20.02. Board Relationship

Section 20.03. Annual Report

Section 20.04. Church Liability

Section 20.05. Church Sponsored Activities

ARTICLE 21. PARLIAMENTARY AUTHORITY

Section 21.01. Rules of Order

Section 21.02. Parliamentarian

ARTICLE 22. WAIVER OF NOTICE

ARTICLE 23. DISSOLUTION AND DISTRIBUTION OF ASSETS

Section 23.01. Dissolution

Section 23.02. Distribution

ARTICLE 24. ADOPTION OF BYLAWS

ARTICLE 25. AMENDMENTS TO BYLAWS

Section 25.01. Amendment

Section 25.02. Procedure

ARTICLE 26. ENFORCEMENT

ARTICLE 27. HEADINGS

ARTICLE 28. VALIDITY

BYLAWS OF THE

HORIZON UNITARIAN UNIVERSALIST CHURCH

(as amended May 19, 2002)

 

 

ARTICLE 1.

NAME

This religious society shall be known as the Horizon Unitarian Universalist Church, hereinafter referred to as the "Church".

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ARTICLE 2.

NON-PROFIT ORGANIZATION

Section 2.01. Incorporation. This Church is incorporated as a non-profit corporation under laws established by and for the State of Texas, and pursuant to the provisions of Article 9.01 of the Texas Non-profit Corporation Act. The Church does not contemplate monetary gain or profit from its existence or activities.

Section 2.02. Identification. For purposes of these Bylaws, the word "Church" when used shall also refer to and be understood to mean "Texas Non-profit Corporation".

Section 2.03. Principal Office. The initial principal office of the Corporation (Church) in the State of Texas shall be located in the City of Carrollton, County of Denton.

Section 2.04. Registered Office and Registered Agent. The Corporation (Church) shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-profit Corporation Act. This office may be, but need not necessarily be, identical with the principal office of the Corporation (Church) in the State of Texas. The address of the registered office or registered agent may be changed from time to time by the Board of Trustees.

Section 2.05. Organizational Intent. This Church is organized exclusively for religious, charitable and/or educational purposes, including the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the United States Internal Code of 1954, and any Regulations associated with such Code which may exist and be in force either now or in the future.

Section 2.06. Use of Assets. No part of the net earnings or other funds or assets of the Church shall inure to the benefit of any Trustee or Officer of the Church, as hereinafter defined, or any private individual, except that reasonable compensation may be paid for services rendered to or for the Church, which services relate to or affect one or more of its established purposes. No Trustee, Officer or other individual shall be entitled or permitted to share in the distribution of any Church assets of any type in the event of dissolution of the Church.

Section 2.07. Political Activity. No substantial portion of the activity of the Church shall involve attempts to influence legislation, including the issuance and promotion of propaganda, and the Church shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office.

Section 2.08. Exempt Status. The Church shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Service Code and/or any Regulations associated with such Code, as either now exist or may in the future exist as the result of amendment or other change. The Church shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization for which contributions to it are deductible for tax purposes under section 170(c)(2) of the Internal Revenue Service Code and/or any Regulations associated with such Code, as either now exists or may in the future exist as the result of amendment or other change.

Section 2.09. Asset Distribution. In the event that dissolution of the Church is approved pursuant to Article 23 of these Bylaws, and such dissolution does in fact occur, the assets of the Church shall be distributed exclusively for the purposes herein established for the Church and in such manner that the Church shall qualify in this action as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 and any associated Regulations, as either now exist or may in the future exist as the result of amendment or other change, or distributed to an organization or organizations established and operated exclusively for religious, charitable and/or educational purposes as such organization or organizations shall at the time of dissolution of the Church be deemed exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 and associated Regulations then in force, as the then Board of Trustees of the Church shall then determine to be appropriate and desirable.

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ARTICLE 3

PURPOSE

The purpose of this church shall be to promote the understanding and interests of liberal religion, based upon individual freedom of belief and utilization of the democratic process in the conduct of human relations.

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ARTICLE 4

DENOMINATIONAL AFFILIATION

This Church shall be a member of both the Unitarian Universalist Association and of the Regional District of their Association. In this regard, the Church shall cooperate with affiliated organization and aid in the establishment of other Unitarian Universalist churches and fellowships, to the extent the latter action may be reasonably possible given Church organizational capabilities and resources.

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ARTICLE 5

MEMBERSHIP

Section 5.01. Eligibility. The general membership of this Church shall consist of persons who are in sympathy with its general purposes, who have signed the Church membership book in such manner as may be prescribed by the Board of Trustees and who are at least eighteen (18) years of age, or fourteen(14) years of age for the Youth Membership Category.

Section 5.02. Classes of Members. The Church shall have three classes of membership. The designation of such classes and rights or obligations of the members of each such class shall be as follows:

(a)Provisional Members. Persons who have signed the membership book, but who also have not yet become Voting Members as provided for in Section 5.02(b) hereinafter, shall be designated as "Provisional Members". Such persons may attend all congregational meetings, meetings of the Board of Trustees and meetings of any appointed committee of the church. Provisional members may serve on any appointed committee, in a capacity other than chairperson.

(b)Voting Members. A Provisional Member may become a "Voting Member" thirty (30) days after that date upon which the Church Membership book was properly signed, provided that any such Provisional Member also has made a pledge or an identified contribution of money to the Church, and provided that such pledge or contribution is in amount at least at that minimum level to be established annually by the Board of Trustees by the end of each Church year and applying to the then succeeding fiscal year. Upon Minister's or Board Member's recommendation, the Board of Trustees may waive this requirement for voting membership in instances where the Board feels that special consideration is warranted. Voting Members may vote in elections and in all congregational meetings, and may serve as officers or trustees, or as chairpersons or members of any elected or appointed committee.

(c) Historical Members. Any member who resigns, is deceased or is removed from the Church membership for any other reason shall be designated as an "Historical Member." Any Provisional Member who has not become a Voting Member within one (1) year after signing the Church membership book shall automatically become and be designated an historical member, unless such action is specifically waived by the Board of Trustees. Any Voting Member who, according to Church financial records, has not made an identified monetary contribution during the current or last preceding church year in at least that minimum amount provided for in Section 5.02(b) of these Bylaws be designated an Historical Member by a vote of the Board (as provided in 5.05 herein), unless such action is specifically waived by the Board of Trustees.

(d) Youth Members. A special category of Youth Membership shall be available to youth between the ages of fourteen (14) and eighteen (18). Youth Members shall have all the rights of Voting Members as described in section 5.02(b) with the exception – due to legal constraints for minors - of holding positions that involve personal liability. The monetary contribution for Youth Membership shall be 25% of the minimum amount set by the Board for Voting Members.

Section 5.03. Restoration of Voting Membership. Any living Historical Member may be reinstated as a Voting Member thirty (30) days following receipt by the Treasurer of an identified monetary contribution, which is both in good funds and in at least that minimum amount provided for in Section 5.02(b) of these Bylaws.

Section 5.04. Waiver of Requirements. Any waiver of Church membership requirements for any individual (as recommended by the Minister/s or Board Member/s) shall require a majority affirmative vote of the Board of Trustees in Executive Session, minutes to reflect only the number of waivers granted. Treasurer to advise appropriate Church Staff of specifics.

Section 5.05. Designation of Membership. The Board of Trustees, in the first quarter of the Church year, shall formally designate Provisional, Voting, Youth and Historical Members based on current information contained in written Church records as of the date of that meeting, certified as to accuracy by the Secretary and Treasurer. Additional membership designations or re-designations may be made at subsequent meetings of the Board held during the Church year. The most recent list of designated Voting Members as approved by the Board shall be made available to the entire Church Membership at least ten (10) days prior to each and every congregational meeting. Any member of the Church omitted from any such approved list may request formal designation as a Voting Member in such manner as may be established by the Board of Trustees.

Section 5.06. Member Nondiscrimination. No person shall be denied membership in this Church because of his or her race, color, sex, national origin or sexual preference.

Section 5.07. Voting Rights. Each Voting Member and Youth Member shall be entitled to cast one (1) vote on each matter submitted to a vote of the Congregation.

Section 5.08. Resignation. Any Provisional, Youth, or Voting Member may resign from the Church Membership by filing a written statement of resignation with the Secretary of the Church. In the event of resignation, the Church shall incur no obligation to repay a member any monies previously contributed from that member, and the member shall have no necessary obligation to make payment to the Church any then unpaid portion of a pledge or other promised contribution. However, in the event a member owes the Church monies for items, services or other benefits already received or committed, the act of resignation shall not relieve that member of the obligation to make full and timely payment of any such monies owed.

Section 5.09. Transfer of Membership. Membership in this Church is not transferable to any other Church.

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ARTICLE 6

ORGANIZATION

Section 6.01. Organizational Categories. For purposes of these Bylaws, the term "Church Membership" shall mean and refer to all persons who have signed the membership book and are involved with the Church in some manner, to include Provisional Members, Voting Members and others who while no longer Provisional Members also are not qualified Voting Members and have not been classified as Historical Members. The term "Congregation" shall mean and refer to only the Voting Members of the Church as provided for in Section 5.02(b) of these Bylaws.

Section 6.02. Church Authority. The ultimate authority for all matters pertaining to the operation of the Church shall rest with the Congregation, which group shall function as a legally constituted body at annual, regular, and special meetings of the Church. The Congregation shall elect the Board of Trustees, the Senior Minister, the Associate Minister(s), the Nominating Committee and other special committees as needed. Any powers or authorities not specifically delegated in these Bylaws to the Board of Trustees, Officers, Minister(s),committees or other entities shall be reserved to and for the Congregation.

Section 6.03. Authority of the Board of Trustees. The Board of Trustees shall be responsible both for establishing policies for the Church and the overall administration of Church operation and affairs.

Section 6.04. Comprehensive Powers. The Church also shall have such other powers as may be necessary for the conduct of its affairs and as may be provided for under these Bylaws, by the Board of Trustees, by the Texas Non-profit Corporation Act and by laws of the State of Texas.

Section 6.05. Agent Liability. Whenever any Trustee, Officer, Employee or other agent of the Church shall exercise his or her duties in a prudent manner and in accordance with these Bylaws, such person shall be indemnified by the Church with respect to any personal liability which may arise from the conduct of such duties or related activities.

Section 6.06. Notice. Whenever notice or other official communication is required to be given under these bylaws, for meetings, elections, bylaws changes, etc., notice may be given in person, by electronic or digital communication, or by standard mail. Notice may be given in the manner determined by the Church to be the most efficient and practicable, unless a member has not provided the Church with an electronic or digital communication address, or the member has specifically requested, in writing, that the member receive all notices by standard mail, in which cases notice shall be in person or by regular mail. If mailed by standard mail, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to a Church member at his or her address as it appears in the then records of the Church, with postage prepaid for such notice. If sent by electronic or digital communication, the notice of a meeting shall be deemed to be delivered when submitted to the Internet Service Provider addressed to a Church member at his or her electronic or digital address as it appears in the records of the Church. Members are responsible for notifying the Church of any changes in address, electronic or digital communication, or standard, and periodically checking to ensure that the Church’s records of said address(es) are correct.

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ARTICLE 7

CHURCH YEAR

The Church year shall begin on July 1 and end on the succeeding June 30 for purposes of normal Church operations. A separate Church year may be established for the purposes of Texas Non-profit Corporation Act reporting if the fiscal year requirement as established by State law conflicts with the normal Church year, in which event the fiscal year dates necessary for reporting purposes shall be as required by State law.

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ARTICLE 8

CONGREGATIONAL MEETINGS

Section 8.01. Annual Meeting. An Annual Meeting of the Congregation shall be held in the period between May 1 and June 15 of each year, with the exact meeting date to be as determined by the Board of Trustees, provided, however that such date must be determined and publicized by the Board not less than ninety (90) days prior to any Annual Meeting. At this meeting the Board of Trustees, Officers and any committees required to be elected at that time shall be elected, a budget for the ensuing year shall be presented by the Board for discussion, change if necessary and adoption by the Congregation, and any other appropriate business transacted. The time, place, and agenda of the Annual Meeting shall be as designated by the Board, and all such information shall be published in writing and made available to the Church Membership in such manner and through such procedure as shall be recommended by the Board and approved by the Congregation.

Section 8.02. Regular Meeting. A regular meeting of the Congregation shall also be held during the month of January, for the transaction of such business as shall be stated on its agenda. The time, place, and agenda of this meeting shall be designated by the Board.

Section 8.03 Special Meetings. Special meetings of the Congregation may be called by the Board of Trustees or the President. In addition, a special meeting shall be called by the Board to be held within twenty (20) days after receiving a petition to do so if signed by twenty percent (20%) of the Congregation entitled to vote on the date that such petition is actually submitted to the Board. No business other than that announced for any such Special Meeting shall be transacted at that particular meeting.

Section 8.04. Notice of Meetings. Written or printed notice stating the place, day and hour of any Church meeting shall be delivered either personally, electronic or digital communication, or by standard mail to each member entitled to vote at such meeting not less than ten (10) days nor more than fifty (50) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a called special meeting, or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to a Church member at his or her address as it appears in the then records of the Church, with postage prepaid for such notice.

Section 8.06. Voting Quorum. A quorum of the Congregation for purposes of voting shall be constituted by twenty percent (20%) of the total number of Voting Members eligible to vote at any meeting of the Congregation present in person at the meeting. Proxies may not be used for the purpose of determining a quorum. If a quorum is not present at any such meeting the meeting will be adjourned. A quorum must be present for any vote of the congregation.

Section 8.06.1 Voting Quorum Exceptions. Provided however that section 8.06 shall not apply to meetings called for the purpose of selection or removal of Minister(s), or the removal of an RE Director, in which event the quorum requirements set forth in those Articles of these Bylaws governing such voting, being Articles 13, 13A, and 14 respectively, shall control, and proxies are permitted under these exceptions, subject to the restrictions in Section 8.08.

Section 8.07. Determining Vote. At any meeting of the Congregation, a simple majority of those votes cast by the eligible Voting Members in person, shall be sufficient to either approve or disapprove matters submitted for determination by vote, except for those votes taken relating to either the selection or removal of Minister(s), the removal of a Trustee, the removal of an RE Director, or the Amendment of these Bylaws, in which event those voting requirements set forth in Articles of these Bylaws governing such voting, being Article 13, 13A, 10, 14, and 25 respectively, shall control.

Section 8.08. Voting by Proxy. Where specifically permitted by these bylaws, such as thise articles dealing with the selection or removal of Minister(s), or the removal of an RE Director, Articles 13, 13A, 14, any permitted proxy must be in writing and legibly signed by a Voting Member eligible to vote at the time a particular meeting is held, and shall be valid only for that meeting. No member may hold or vote more than one proxy at a meeting. Proxies may not be limited or conditional in scope.

Section 8.09. Voting for Trustees and Officers. See Section 15.01.

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ARTICLE 9

GOVERNANCE

The governing body of the Church shall consist of a Board of Trustees (the "Board") and the Minister(s). In circumstances where all ministerial position(s) are temporarily unoccupied, the Board alone shall serve as the governing body for the Church.

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ARTICLE 10

BOARD OF TRUSTEES

Section 10.01. Board Composition. The Board of Trustees of this Church shall be comprised of nine (9) members, these being the four (4) Officers of the Church, and five (5) additional Voting Members,. Each Board Member, including each Officer, shall be elected to serve a two (2) year term. In order to provide for some overlapping of Board Member terms for purposes of governance continuity, at the first election following initial adoption of these Bylaws two (2) of the five (5) non-officer Voting Member positions shall be elected to initial one (1) year terms, and likewise at the first election following amendment of this section the President and Treasurer shall be elected to initial one (1) year terms. Each member of the Board of Trustees so elected shall hold office until his or her successor shall have been elected and qualified. The method of election shall be as provided for under Section 15.01 of these Bylaws.

Section 10.02. Ex-Officio Members. The immediate past President shall serve as an ex-officio, non-voting advisory member of the Board for the one (1) year immediately subsequent to the expiration of his or her tenure in office. In addition, the Senior Minister, Associate Minister(s), and Director of Religious Education also shall be ex-officio and non-voting members of the Board.

Section 10.03. Regular Meetings. The Board of Trustees shall hold regular open meetings at the Church at times posted on the Church Calendar. No notice is required for Regular Meetings of the Board of Trustees

Section 10.04. Special Meetings. Special meetings of the Board may be called by or at the request of the President, or by any two (2) other members of the Board. The person or persons so authorized to call a special meeting of the Board may stipulate the place, time and purpose for any such meeting.

Section 10.05. Attendance at Meetings. All meetings of the Board shall be open to the Church membership, except that the Board shall have the authority to determine that it is in the best interests of the Church that a particular item, or particular items, of business be considered in executive session ("Executive Session"), and to decide by a majority vote of at least that minimum number of Trustees required to constitute a quorum to enter into such Executive Session, such alternative vote being cast in an open meeting, in which event all persons other than elected Board Members may be excluded from such Executive Session unless specifically invited to attend by a majority decision of Board Members present at the meeting.

Section 10.06. Notice. Notice of any special meeting of the Board shall be received by each Board Member at least three (3) days previous to the meeting. Such notice may be delivered either verbally, by telephone, in writing, or by electronic or digital communications. Any Board Member may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board need be specified in the posting, notice or waiver of notice of such meeting, unless specifically require by law or by these Bylaws.

Section 10.07. Quorum. A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board, provided, however, that notice for any such meeting shall have been properly issued to all board members as required by these Bylaws. If less than a majority of the Trustees is present at said meeting, a majority of the Trustees then present may adjourn and reconvene the meeting from time to time without further notice.

Section 10.08. Manner of Acting. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by law or by these Bylaws.

Section 10.09. Vacancies. Any vacancy occurring in the Board of Trustees, other than that position held by the Church President, and any trusteeship to be filled by reason of an increase in the number of Trustees, shall be filled by the Board of Trustees. A Trustee elected either to fill a vacancy in a pre-existing Board position or to fill a newly created position shall be elected to serve until the next occurring Annual Election, at which time any such position(s) shall be filled by vote of Congregation.

Section 10.10. Compensation. Trustees shall not receive any salary or other compensation for their services. However, this requirement shall not be construed as precluding any Trustee from serving the Church in any other capacity and receiving compensation for such service.

Section 10.11. Informal Action by Trustees. Any action required to be taken at a meeting of Trustees, which as a matter of practicality cannot be reasonably handled through the normal Board meeting and decision making process, may be taken without a meeting, provided that a consent in writing setting forth the action so taken shall be signed by at least that number of Trustees ordinarily required to act on such matter. In the event such consent is not obtained within thirty (30) days following the date of such meeting, the action or actions taken at any such meeting shall be of no validity or effect.

Section 10.12. Minutes. Complete and accurate typed minutes shall be kept of any and all regular or special meetings of the Board including Executive Sessions. A record set of final approved minutes shall be kept digitally or in a bound and indexed form at a place determined by the Board to be safe from loss or damage. A second set of such minutes shall be kept in a place and under conditions which shall make them readily available to all members of the Church membership. All record minutes shall be formally approved by a majority vote of at least a quorum of the Board, shall be signed by the Secretary certifying that such minutes are as approved by the Board.

Section 10.13. Employment Authority. The Board shall employ and fix the conditions of employment for all employees except the Senior Minister, Associate Minister(s), and Director of Religious Education, and may appoint consultants to itself and to the Church as required. All funds for compensation, both monetary and non-monetary, for the Minister(s), Director of Religious Education or other Church employees shall be approved by the Congregation, either through the normal budgeting process as established by the Church or separately, as the Congregation may decide appropriate.

Section 10.14. Resignation. Any member of the Board may resign by letter to the Secretary. Any member of the Board who shall be absent from three (3) consecutive regular meetings of the Board, or who during the same period has failed to meet all qualifications as a Voting Member of the Church, shall, unless the Board votes otherwise, and after written notification has been issued from the Board to such member, be considered as having resigned from the Board. Any member of the Board who resigns shall be replaced at the earliest practical date.

Section 10.15 Removal. Any Trustee may be removed from office by a two-thirds (2/3) affirmative vote of all eligible Voting Members present at any Congregational meeting, at which meeting a quorum of the Congregation as provided for under Section 8.06 of these Bylaws is present in person, and provided that such proposed action has been shown on the published agenda for that meeting distributed prior to the meeting.

Section 10.16 Policies and Procedures. The Board shall effect in writing all policies and procedures necessary to implement the intent and provisions of these Bylaws, which policies and procedures may be changed from time to time at the discretion of the Board.

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ARTICLE 11

OFFICERS

Section 11.01. Officers. The officers of this Church shall consist of a President, a Vice President, a Treasurer and a Secretary.

Section 11.02. Election and Term of Office. The Officers of the Church shall be elected to serve a two (2) year term in elections held annually by the eligible Voting Members of the Congregation. The term of office of each Officer shall commence on July 1 and end after two (2) years on June 30. (See Section 10.01.)

Section 11.03. Vacancies. A vacancy in any office other than President because of death, resignation, removal, disqualification or other reason, may be filled by majority vote of the remaining members of the Board of Trustees for the unexpired portion of the term. A vacancy in the office of President shall require that a successor be elected at the earliest possible time by a majority affirmative vote of the Congregation. The Vice President shall serve as interim President until a successor President is elected.

Section 11.04 President. The President shall: be the principal supervising officer of the Church; preside at all meetings of the Board of Trustees and Congregation; be a member ex-officio of all committees, except the Nominating Committee, Committee on Ministry, or any Search Committee; shall represent the Church on all appropriate occasions; and, shall facilitate and coordinate involvement of the Church in denominational affairs. The President also shall have authority to sign on behalf of the Congregation any deeds, mortgages, bonds, contracts or other legal instruments which the Board of Trustees has authorized to be executed, except in those instances where the signing and other execution of such instruments shall have been expressly delegated by the Board of Trustees or by these Bylaws or by statute to some other officer or agent of the Church. In general, the President shall perform all duties incident to the office and such other duties as may be prescribed by the Congregation from time to time.

Section 11.05. Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall: perform the duties of the President, and when so acting shall have all of the powers of, and be subject to all restrictions upon, the President; chair the Council of Committee Chairs; and, perform such other duties as from time to time may be assigned by the President, Board of Trustees or Congregation.

Section 11.06. Treasurer. The Treasurer shall, under the direction of the Board of Trustees: have charge and custody of, and be responsible for, all funds and securities of the Church; receive and deposit monies in the name of the Church in such banks or other financial depositories as may be selected in accordance with Article 17 of these Bylaws; make disbursements as directed or approved by the Board; be responsible for keeping full and accurate accounts of receipts and disbursements in books belonging to the Church, including direction and coordination of any public accounting firm employed by the Church; ensure that all federal, state or local returns, reports or other items required by law are properly prepared and filed with the appropriate authorities in a timely manner; and, perform such other duties as from time to time may be assigned by the President, Board of Trustees or Congregation. The Treasurer shall perform the duties of President in the event of the simultaneous absence or incapacity of both the President and Vice President.

Section 11.07. Secretary. The Secretary shall, under direction of the President and Board of Trustees: keep full and accurate record minutes of the meetings of the Congregation and Board of Trustees digitally or in one or more books, ensuring that such books are properly assembled, indexed and preserved in a place safe from loss or damage; sign each record set of minutes certifying that such minutes are true and correct; ensure that all correspondence, legal documents, historical information and other records of the church are properly collected, assembled and preserved in a safe place; maintain current lists of all Provisional, Voting and Historical Members of the Church; prepare, certify and publish a list of Church members eligible to vote at each congregational meeting; maintain current addresses and phone numbers for Provisional and Voting Members; and, perform such other duties as from time to time may be assigned by the President, Board of Trustees or Congregation.

Section 11.08. Executive Committee. The Board of Trustees may establish an Executive Committee consisting of the President, Vice President, Treasurer, Secretary and Minister(s), the latter being ex-officio and non-voting member(s). Such Executive Committee, if established, shall have responsibility and authority for making emergency decisions as necessary between Board meetings, in such matter and within such authority as may be approved by the Board as a matter of written policy. Such Committee shall act by majority vote of its members and shall keep written minutes of its meetings. Such minutes and actions of the Executive Committee shall be subject to approval by the Board of Trustees at the next succeeding regular or special meeting of the Board.

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ARTICLE 12

COMMITTEES

Section 12.01. Creation. All committees of the Church shall be created as either Standing Committees or Special Committees. Standing Committees shall be as established under these Bylaws. Special Committees shall be as created from time to time by the Board of Trustees, which Committees, once established, shall cease to exist once the purpose for which they were formed has been accomplished, unless specifically extended by the Board.

Section 12.02. Council of Committee Chairs. The Council shall consist of the chairs of all special committee and affiliates and the Board Vice-President, who shall serve as the Council's chair. The Council shall hold regular meetings at the Church at times posted in the Church newsletter. The primary functions of the Council shall be to coordinate all Church activities and events as directed, approved or delegated by the Board; to resolve scheduling conflicts; and to develop and recommend a programming budget to the Board of Trustees.

Section 12.03. Ministerial Search Committee. A Ministerial Search Committee, consisting of five (5) Voting Members of the Church plus the Minister(s), as specified below, may be created from time to time for the purpose of identifying, screening and bringing to the Church for consideration candidates for the position of Senior Minister or Associate Minister. The non-ministerial members of such Committee shall be nominated by the Nominating Committee, elected by the Congregation and shall function under guidelines and rules as shall be adopted by the Congregation. The Chairperson of the Committee shall be as elected by the Congregation from among the Committee membership. The Senior Minister shall also serve on the search committee for an Associate Minister. The Associate Minister(s) shall serve as member(s) on a search committee for a Senior Minister, unless he/she is a candidate for that position.

Section 12.04. Ministerial Relations Committee(s). Please note: the duties of the Ministerial Relations Committee(s) have transitioned to the Committee on Ministry. (See Article 12A.)

Section 12.05. DRE Relations Committee. Please note: the duties of the DRE Relations Committee(s) have transitioned to the Committee on Ministry. (See Article 12A.)

Section 12.06. Committee Membership. The Committee Chairperson(s) for all Church Committees other than the Nominating Committee, Committee on Ministry, and any Ministerial Search Committee shall be as appointed by the Board of Trustees no later than July 15 of each Church year. The Chairperson(s) shall then select the persons to serve on that particular committee, except that the Board of Trustees shall have authority, at its discretion, to establish the number of members to serve on a particular committee and to appoint members to any committee in addition to the Chairperson. The Chairperson(s) of any Standing or Special Committee shall be voting members of the Church, unless such requirement is specifically waived by the Board of Trustees. The Chairperson of the Nominating Committee shall be elected as provided for in Section 15.02 and the Chairperson of the Committee on Ministry shall be selected as provided for in Section 12A.07.

Section 12.07. Committee Procedures. Each Committee shall have authority to establish and carry out its own procedures, unless certain procedures are specifically prescribed by the Board of Trustees or Congregation, in which event such procedures shall be followed.

Section 12.08. Committee Vacancies. A vacancy on any committee of the Church shall be filled by that entity which originally elected, appointed or otherwise selected the committee member whose place is vacated.

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ARTICLE 12A

COMMITTEE ON MINISTRY

Section 12A.01. Purpose. The Committee on Ministry serves the Church by assisting the Board of Trustees to develop and renew the Church’s strategic vision, by ensuring an ongoing assessment of the effectiveness of all Church ministries, and by facilitating resolution of Church-relationship issues.

Section 12A.02. Composition. The Committee on Ministry will consist of five voting members of the Congregation, who are not current members of the Board of Trustees, and each of whom has a minimum of three years of evidenced committed membership.

Section 12A.03. Selection. The Board of Trustees will appoint new members to the Committee on Ministry, as well as fill any vacancies, by selecting candidates from a list prepared by the current Committee on Ministry in collaboration with the minister(s), provided that the Board may request additional candidates, when desired, in the best interests of the Church.

Section 12A.04. Term. New Committee on Ministry members will begin their terms in July with the start of the new Church year. Committee members will serve staggered three-year terms. Two members’ terms will expire at the end of the first year after establishment, two after the second year, and one after the third. This pattern will continue in future years, and adjustments may be made as needed to meet this requirement. No member may serve more than two consecutive terms.

Section 12A.05. Ex-Officio Members. The Senior Minister, Associate Minister(s), and Director of Religious Education will be ex-officio members of the Committee on Ministry, and the Intern Minister will participate as an observer.

Section 12A.06. Regular Meetings. The Committee on Ministry will meet as necessary -- generally on a monthly basis, and no less than once in any quarter -- with a regular agenda for each meeting.

Section 12A.07. Leadership. The Committee on Ministry functions as a collegial, democratic body, with leadership shared among all its members. At their first meeting of the church year, the Committee on Ministry members will select a Chairperson from among them who will establish meeting agendas and serve as the primary Board liaison.

Section 12A.08. Coordination with the Board of Trustees. In order to effectively serve the congregation, the Committee on Ministry and the Board of Trustees will maintain a strong covenantal relationship of cooperation. The Committee on Ministry will meet with the Board at their request, but no less than on a quarterly basis, and will annually present to the Board a summary of “the state of the ministries” in the Church, no less than 30 days prior to the Annual Meeting of the Congregation.

Section 12A.09. Duties and Responsibilities. The Committee on Ministry is a Standing Committee of the Church, working for the Congregation in cooperation with the Board of Trustees, the professional ministers, and the Staff. As the Board of Trustees creates and annually renews the strategic plan, vision, and mission of the Church, the Committee on Ministry actively participates and assists in facilitating this process, for the improvement and development of the Church. Recognizing that the church is made up of multiple ministries that are defined, realized, and owned by the Congregation, the Committee on Ministry will be responsible for the ongoing assessment of the effectiveness of all Church ministries – including, but not limited to, the professional ministry. Additionally, the Committee on Ministry has a role in facilitating the respectful and responsible resolution of Church-relationship issues, including those between one part of the Church leadership team and another, as well as issues arising between a Church Member and the Senior Minister or an Associate Minister. Balancing democratic openness with respect for privacy, the Committee on Ministry shall function with appropriate confidentiality regarding its communications and actions. The Board of Trustees shall establish the policies, procedures and requirements necessary to assure that the process for annual goal setting and assessment is handled in a proper and prudent manner.

Section 12A.09.01 Responsibilities Towards All Church Ministries. The Committee on Ministry will meet no less than annually with each church ministry (committee, etc.), helping them to create goals in congruence with the strategic plan, vision, and mission of the Church, and helping each ministry to evaluate its own effectiveness at meeting those goals. The Committee on Ministry will regularly, and no less than annually, communicate the results of these evaluations to the Board as well as to the committees responsible for that ministry, mindful of the mutual covenants and overlapping responsibilities of Church leaders. Specific policies for implementing such an assessment process will be developed by the Board in consultation with the Committee on Ministry and the minister(s).

Section 12A.09.02 Responsibilities Towards Professional Ministers. Respectful of the mutually covenantal relationship between and among Church leaders, the Committee on Ministry will work with each professional minister to help set annual goals, congruent with the strategic plan, vision, and mission of the Church, against which their ministry can be evaluated. The Committee on Ministry will make annual recommendations to the Board of Trustees for ministerial salary and benefits. Additionally, in order to facilitate responsible resolution of Church-relationship issues, the Committee on Ministry will encourage direct communication, and may also participate as appropriate, upon request of members of the Congregation and/or of the Senior Minister or Associate Minister. The Committee on Ministry will also meet when the Board of Trustees or the Committee on Ministry has determined that a need exists to initiate such communication.

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ARTICLE 13

THE SENIOR MINISTER

Section 13.01. Selection. The Senior Minister of the Church shall be selected by affirmative vote of ninety percent(90%) of the Voting Members of the Church, represented in person or by proxy, at a Congregational meeting called for such purpose. At least sixty percent (60%) of all Voting Members of the Church recorded on the Church rolls and eligible to vote at the time of a meeting called for such purpose shall be present in person or by proxy to constitute a quorum. Any candidate considered for selection shall first have been recommended for consideration by the Congregation by an affirmative two-thirds (2/3) vote of the members of the Board of Trustees.

Section 13.02. Duties. The specific duties of the Senior Minister shall be as prescribed by the Board of Trustees, agreed to by the Senior Minister in writing and approved by the Congregation and shall include keeping and preserving the Church membership book. In general, the Minister shall provide overall religious leadership and guidance in accordance with the established purposes of this Church, and shall be guaranteed freedom of the pulpit. The Senior Minister also shall, in collaboration with the Board of Trustees and Officers, assist with the administrative supervision of Church affairs.

Section 13.03. Employment. The Senior Minister shall be employed under a written contact which clearly stipulates the duties, compensation and other conditions of employment. Such contract shall be prepared by the Board of Trustees and recommended to the Congregation for approval. The approval of any such contact shall require a majority vote of the Voting Members of the Church eligible to vote at a Congregational meeting called for that purpose.

Section 13.04. Member of the Board. The Senior Minister shall be an ex-officio and non-voting member of the Board of Trustees, and of all Committees of the Church other than the Nominating Committee. The Nominating Committee shall be encouraged to consult with the Senior Minister, Associate Minister(s), and the DRE on the proposed slate of nominees. The Senior Minister shall be kept informed of all decisions or other actions taken by the Associate Minister(s), Board of Trustees and its Committees. In turn, the Senior Minister shall keep the Associate Minister(s), Board of Trustees and President of the Church informed as to any decisions or actions he or she may take.

Section 13.05. Contract Termination. The contractual relationship between the Senior Minister and the Church may be dissolved by either party for any reason upon three (3) months written notice. Such provisions shall be incorporated in any contractual agreement. If the Church seeks to dissolve the contractual relationship, it must be conducted in accordance with Section 13.06.

Section 13.06. Removal. The Senior Minister may be removed from his or her position in this Church at a special congregational meeting called for that purpose. Provided, however, that such action shall be taken only if written notice of such proposed action has been sent by electronic or digital communication, or sent by standard mail to all members of the Congregation at least fifteen (15) days prior to that date the meeting is held, and provided also that an affirmative vote shall have been properly received in person or by proxy from at least sixty percent (60%) of all Voting Members recorded on the Church rolls and eligible to vote at such meeting when held. Sixty percent (60%) of said voting members, in person or by proxy, shall constitute a quorum for such meeting. Any meeting called to consider the matter of removal shall be called by the Board of Trustees, either upon initiative of the Board itself or from the initiative of a written petition for removal signed by twenty percent (20%) of the voting members of the Church as certified eligible to vote by the Secretary.

Section 13.07. Ministerial Relations. Formal relations between the Senior Minister and the Church shall be conducted through the Board of Trustees with assistance from the Committee on Ministry as provided for in Section 12A.09.01 of these Bylaws.

Section 13.08. Performance Assessment. An annual process of goal-setting and evaluation for the Senior Minister will take place in conjunction with goal-setting and evaluations for all of the ministries of the Church. A report on the findings of such evaluations shall be in writing and made a part of the permanent Church records.

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ARTICLE 13A

ASSOCIATE MINISTER(S)

Section 13A.01. Selection. Associate Minister(s) of the Church shall be selected by affirmative vote of ninety percent(90%)of the Voting Members , represented in person or by proxy, at a Congregational meeting called for such purpose, At least fifty-one percent (51%) of all Voting Members of the Church recorded on the Church rolls and eligible to vote at the time of a meeting called for such purpose shall be present in person or by proxy to constitute a quorum. Any candidate considered for selection shall first have been recommended for consideration by the Congregation by an affirmative two-thirds (2/3) vote of the members of the Board of Trustees.

Section 13A.02. Duties. The specific duties of Associate Minister(s) shall be as prescribed by the Board of Trustees, agreed to by the Associate Minister(s) in writing and approved by the Congregation. In general, an Associate Minister shall be responsible for those programs and duties assigned to her/him, and shall provide overall religious leadership and guidance in support of and in the absence or incapacity of the Senior Minister, in accordance with the established purposes of this Church, and shall be guaranteed freedom of the pulpit. The Associate Minister(s) also shall, in collaboration with the Board of Trustees, Officers, and Senior Minister, assist with the administrative supervision of Church affairs. An Associate Minister may be given a title more descriptive of his/her position as recommended by the Board and approved by the Congregation.

Section 13A.03. Employment. Associate Minister(s) shall be employed under a written contact which clearly stipulates the title, duties, compensation and other conditions of employment. Such contract shall be prepared by the Board of Trustees and recommended to the Congregation for approval. The approval of any such contact shall require a majority vote of the Voting Members of the Church eligible to vote at a Congregational meeting called for that purpose.

Section 13A.04. Member of the Board. Associate Minister(s) shall be ex-officio and non-voting member(s) of the Board of Trustees, of the Council, and of all Committees of the Church other than the Nominating Committee. The Nominating Committee shall be encouraged to consult with the Senior Minister, Associate Minister(s), and the DRE on the proposed slate of nominees. The Associate Minister(s) shall be kept informed of all decisions or other actions taken by the Senior Minister, Board of Trustees and its Committees. In turn, the Associate Minister(s) shall keep the Senior Minister, Board of Trustees and President of the Church, and Council informed as to any decisions or actions he or she may take.

Section 13A.05. Contract Termination. The contractual relationship between Associate Minister(s) and the Church may be dissolved by either party for any reason upon three (3) months written notice. Such provisions shall be incorporated in any contractual agreement. If the Church seeks to dissolve the contractual relationship, it must be conducted in accordance with Section 13A.06.

Section 13A.06. Removal. Associate Minister(s) may be removed from his or her position in this Church at a special congregational meeting called for that purpose. Provided, however, that such action shall be taken only if written notice of such proposed action has been sent by electronic or digital communication, or sent by standard mail to all members of the Congregation at least fifteen (15) days prior to that date the meeting is held, and provided also that an affirmative vote shall have been properly received in person or by proxy from at least sixty percent (60%) of all Voting Members recorded on the Church rolls and eligible to vote at such meeting when held. Sixty percent (60%) of said voting members, in person or by proxy shall also constitute a quorum for such meeting. Any meeting called to consider the matter of removal shall be called by the Board of Trustees, either upon initiative of the Board itself or from the initiative of a written petition for removal signed by twenty percent (20%) of the voting members of the Church as certified eligible to vote by the Secretary.

Section 13A.07. Ministerial Relations. Formal relations between the Associate Minister(s) and the Church shall be conducted through the Board of Trustees with assistance from the Committee on Ministry as provided for in Section 12A.09.01 of these Bylaws.

Section 13A.08. Performance Assessment. An annual process of goal-setting and evaluation for the Associate Minister(s) will take place in conjunction with goal-setting and evaluations for all of the ministries of the Church. A report on the findings of such evaluations shall be in writing and made a part of the permanent Church records.

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ARTICLE 14

RELIGIOUS EDUCATION

Section 14.01. Religious Exploration. The Church shall maintain an ongoing program of religious education and exploration serving both children and adults. The program of religious education and exploration shall both reflect and be in concert with the purposes established for the church.

Section 14.02. Director of Lifespan Religious Education (DLRE). The Church's program of religious education shall be administered by a qualified person on a full or part-time basis. The DLRE shall be selected by the Senior Minister in consultation with a Board-appointed Search Committee and employed under a written contract which clearly stipulates the title, duties, compensation, supervision by the Senior Minister or designee, and other conditions of employment.

Section 14.03. Program Evaluation. The Committee on Ministry will facilitate an annual evaluation of the Religious Education and Exploration Program and report to the Board, DLRE and Senior Minister. The DLRE shall be evaluated annually in writing by the Senior Minister or his/her designee. The DLRE shall present a report to the church membership at each congregational meeting.

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ARTICLE 15

CHURCH ELECTIONS

Section 15.01. Church Elections. Officers, Board Members and Members of elected committees shall be elected by written ballot sent by electronic or digital communication, or sent by standard mail by the Secretary to all eligible Voting Members as determined by the Secretary and Treasurer. Both the form of such ballot and its method of processing shall be as prescribed by the Board of Trustees, provided, however, that all election ballots shall be sent by electronic or digital communication, or sent by standard mail at least twenty-one (21) days prior to the annual meeting. On each ballot no distinction shall be made between those persons nominated by initiative of the Nominating Committee and those persons nominated by petition.

Section 15.02. Nominating Committee. A Nominating Committee shall be elected each year at the Annual Meeting of the Church. This committee shall be comprised of five (5) Voting Members of the Church, to be elected as follows:

(a) Four (4) members shall be elected for two (2) year terms, except that at the first such election held by the Church under these Bylaws two (2) of these four (4) positions shall be elected to one (1) year terms, after which initial one (1) year term these positions will revert to two (2) year terms for all succeeding elections, the purpose of such provision being to provide overlapping terms to ensure continuity for the Nominating Committee function.

(b) One (1) member shall be appointed by the Board of Trustees each year for a term of one (1) year.

The President shall call an organizational meeting of the Committee by no later than January 1 of each year, at which meeting a Chairperson shall be elected by the Committee membership and the duties of the Committee reviewed. Election of a Chairperson of the Committee shall be by majority vote of the Committee. If for any reason a Chairperson cannot be elected by the Committee membership at such meeting, the Board of Trustees may appoint a Chairperson from among the Committee membership. In the event that any vacancy occurs on the Committee between Annual Meetings, the Board shall appoint a person from among the then eligible Voting Members to fill the unexpired term of the position until the next Annual Meeting, at which time a permanent replacement shall be elected by the Congregation. Three (3) members of the Nominating Committee shall constitute a quorum required to conduct any business of the Committee. No member of the Board of Trustees shall be eligible to serve on the Nominating Committee until he or she is no longer in a Board position.

Section 15.03. Annual Election Nominations. For each annual election to be held at each Annual Meeting of the Congregation, the Nominating Committee shall submit one (1) or more nominees for the following positions:

(a) Church Officers (in accordance with Sections 10.01 and 11.02)

(b) Board of Trustees (in accordance with Section 10.01)

(c) Search Committee (in accordance with Section 12.03)

(d) Nominating Committee (in accordance with Section 15.02)

Nominations also shall be submitted at each annual election to fill the remainder of terms of office for Board of Trustee positions in which vacancies have occurred since the last annual election, the normal terms for such positions being then unexpired.

Section 15.04. Publication of Nominees. No less than sixty (60) days prior to the Annual Meeting of the Congregation, the Nominating Committee shall issue a preliminary list of nominations, along with a statement of the qualifications of each nominee, which list shall be: published in the Church newsletter; posted at the then current place of meeting of the Church; and, sent by electronic or digital communication, or sent by standard mail to each person then listed in Church records as either a Voting Member or a Provisional Member. The mailing list used shall be as furnished by the Secretary.

Section 15.05. Nomination by Petition. Additional eligible Voting Members may be nominated for any available expired or unexpired position through use of a written petition signed by at least ten (10) other eligible Voting Members. Any such petition shall: be submitted on a form as stipulated or approved by the Board of Trustees; shall incorporate both the typed or printed name and signature of each petitioner placed adjacent to one another; and, shall be submitted to, and received by the Nominating Committee at least forty-five (45) days prior to the next Annual Meeting.

Section 15.06. Requirements. Whether nominated by the Nominating Committee or by petition, any nominee must be an eligible Voting Member of the Church and shall have consented to his or her nomination prior to the time such nomination is submitted for a vote. The Chairman of the Nominating Committee shall certify that such consents have been obtained.

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ARTICLE 16

CONTRACT AUTHORITY

Section 16.01. Authority. The Board of Trustees shall have full authority for entering into and executing contracts, agreements or other legal instruments of any type on behalf of the Church, unless the Congregation shall, by a majority vote of eligible Voting Members, act to reserve for itself certain approval authority.

Section 16.02. Board Approval. The approval of any contract, agreement or other legal instrument shall require a majority affirmative vote of the voting members of the Board of Trustees. Congregational approval of any instrument, if required, shall be by majority affirmative vote of Voting Members eligible to vote and present at a meeting called for that purpose.

Section 16.03. Congregational Approval. In instances where approval of the Congregation is required under these Bylaws for any contract, agreement or other legal instrument, no such instrument shall be finally executed until such approval has been properly secured. In addition, the Board shall be expected to apply reasonable judgment in ascertaining what instruments other than those mentioned in these Bylaws should either desirably or of necessity be submitted to the Congregation for review, comment and/or approval before execution. Prior and specific Congregational approval shall be required for: employment contracts for the Minister(s), Director of Religious Education or other Church employees; the purchase or lease of any land, building(s), or other real property; the purchase or lease of any vehicle or other major item of equipment; or, for any other item or purpose as may be determined appropriate or necessary by the Congregation, and under whatever guidelines or rules as may be established by the Congregation.

Section 16.04. Execution.All contracts, agreements or other legal instruments entered into on behalf of the Church shall be signed by the President or one (1) other Board Member.

Section 16.05. Employment Nondiscrimination. This Church shall be an Equal Opportunity Employer.

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ARTICLE 17

ASSET MANAGEMENT

Section 17.01. Responsibility. Principal fiduciary responsibility for the preservation and management of cash funds and other assets of the Church shall be the obligation of the Board of Trustees, which shall establish all policies, procedures and requirements necessary to assure that the management of Church assets is handled in a proper and prudent manner. The Treasurer, under direction of the Board, shall have day-to-day responsibility for the overall investment and management of Church funds.

Section 17.02. Budget. Each year, in conjunction with the Annual Meeting, a detailed budget shall be approved by the Congregation for the succeeding Church year, which budget shall be prepared and recommended by the Board of Trustees, and shall be provided to each Voting Member of the Church at least thirty (30) days prior to each Annual Meeting.

Section 17.03 Deposits.All funds of the Church shall be deposited on a timely basis to the credit of the Church in such commercial banks or other depositories as the Board may select.

Section 17.04. Checks and Drafts. All checks, drafts or orders for the payment of money, notes, vendor payables or other evidences of indebtedness issued in the name of the Church shall be signed by such persons and in such manner as may from time to time be determined as appropriate by resolution of the Board of Trustees. The treasurer shall maintain an accurate and current record of all disbursements. All checks shall require two signatures as required by the Board from among its Voting Members, except that the Board, with approval of the Congregation, may establish an amount below which only one (1) signature shall be required.

Section 17.05. Contributions and Gifts. The Board may accept on behalf of the Church any contribution, gift, bequest or device for the general or special purposes of the Church.

Section 17.06. Financial Statements. The Treasurer shall prepare and make available to the Board of Trustees no less frequently than once each month a written statement or statements accurately representing the financial status of the Church as of specific date. Such statements shall be in form and content as stipulated by the Board of Trustees and shall be made available to the Church Membership in such manner as may be determined by the Board and Congregation to be appropriate. An annual financial statement also shall be prepared and published by the Treasurer in conjunction with the Annual Meeting of the Church.

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ARTICLE 18

BOOKS, RECORDS AND FILINGS

Section 18.01. Books and Records. The Church shall keep correct and complete accounting books and other financial records, and shall also keep minutes of the proceedings of meetings of the Church Membership, the Board of Trustees and committees having any of the authority of the Board of Trustees, and shall keep at its registered or principal office a record of the names and addresses of Church members entitled to vote. All books and records of the Church may be inspected by anyone in the Church Membership for any reasonable purpose and at any reasonable time of the day or month.

Section 18.02. Audit. If determined by the Congregation to be necessary, or if required by law, the account books and financial records of the Church shall be audited, at such time and by such independent certified public accounting firm as the Board of Trustees shall employ for this purpose.

Section 18.03. Filings. The Board of Trustees shall be responsible for ensuring that any federal, state, or local filings of reports or other items are accomplished in an accurate and timely manner.

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ARTICLE 19

ENDOWMENT FUND

Section 19.01. Establishment. The Church shall have the right and authority to establish an Endowment Fund, such action being subject to approval both by the Board of Trustees and the Congregation.

Section 19.02. Purpose. The purpose of an Endowment Fund, if and when established, shall be: to further and augment the purposes, principals, objectives and programs of the Church by receiving gifts, bequests and conveyances for memorial and other purposes, where the intent of the donor or testator is to make a lasting contribution to the Church; and, to consolidate such gifts, bequests and conveyances into one fund for purposes of effective management and investment so that the Church may realize the greatest possible benefit consistent with sound and prudent investment actions.

Section 19.03. Fund Management. The management of a Church Endowment Fund, if and when established, shall be as stipulated by the Church at the time of establishment of such fund by majority affirmative vote of the Voting Members of the Church present at a meeting called for that purpose.

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ARTICLE 20

AFFILIATED GROUPS AND ACTIVITIES

Section 20.01. Recognition. Affiliated groups shall be those organizations or other groups which may be formally recognized at the beginning of each Church year by the Board of Trustees as extended activities or programs of the Church. Such groups shall be authorized to determine their own program, provided such programs are carried out in the name of the organization and are consistent both with the purposes of the Church and with specific Church policies as established by the Board of Trustees. The act of Church recognition for any particular group shall require a majority affirmative vote of the entire Board. Recognition for any group may be terminated either by: written request for such termination delivered to the Board by a recognized group; or, by an affirmative majority vote of the Board to terminate recognition; in either event termination shall be immediate.

Section 20.02. Board Relationship. All approved and recognized Affiliate Groups shall be related to the Church and the Board of Trustees through a liaison Board member appointed by the Board.

Section 20.03. Annual Report. An Affiliate Group may receive and disburse money on its own account, in which case the requirement shall exist that an annual report be submitted to the Board by June 15 of each Church year, which report shall set forth both the itemized receipt and expenditures of monies and the activities of a particular Affiliate Group over the then current Church year. Failure of a particular group to submit such report in a complete and timely manner shall constitute a basis for immediate Board termination of recognition for such group.

Section 20.04. Church Liability. Action shall be taken through some form of executed legal instrument which shall have the effect of holding the Church free and harmless from any liability arising from actions and/or activities of any Affiliate Group. The execution of such an instrument shall be a condition of recognition.

Section 20.05. Church Sponsored Activities. Activities of Affiliate Groups shall be identified as Church sponsored only when specifically authorized to be so by the Board of Trustees, such authorization to be in advance of any such activities and in a form as stipulated or approved by the Board.

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ARTICLE 21

PARLIAMENTARY AUTHORITY

Section 21.01. Rules of Order. Those rules contained in Robert's Rules of Order [the edition most recently adopted by the Board prior to the start of the meeting] shall govern the Church in all situations to which such rules are applicable, and in which such rules are not inconsistent with these Bylaws or with any special rules of order which may be established by the Church.

Section 21.02. Parliamentarian. The Chairperson of any meeting of the Congregation may appoint a parliamentarian. The Board of Trustees also may appoint a parliamentarian for its meetings as an advisor for the general conduct of all Church meetings, or both. Unless such designation shall have been made at the beginning of a meeting, the Secretary of the Board shall serve as parliamentarian.

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ARTICLE 22

WAIVER OF NOTICE

Whenever any notice is required to be given either under provisions of the Texas Non-profit Corporation Act or under provisions of the Articles of Incorporation or under the Bylaws of the Church, a waiver in writing signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice.

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ARTICLE 23

DISSOLUTION AND DISTRIBUTION OF ASSETS

Section 23.01. Dissolution. Any action to dissolve the Church must be approved by a two thirds (2/3) vote of eligible Voting Members of the Church present at a meeting called to specifically consider such action, for which meeting written notice has been issued to all Voting Members shown on the Church rolls at the time such notice is issued in accordance with the provisions of Section 8.04 of these Bylaws.

Section 23.02. Distribution. In the event of dissolution of the Church, all assets in possession of the Church at the date of dissolution shall be distributed to the Unitarian Universalist Association, a qualified exempt organization under requirements of Section 501(c)(3) of the United States Internal Revenue Code of 1954.

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ARTICLE 24

ADOPTION OF BYLAWS

The initial adoption of these Bylaws shall be by majority vote of those persons attending a meeting called and held for such purpose, without regard to any voting qualification or requirements provided for in these Bylaws.

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ARTICLE 25

AMENDMENTS TO BYLAWS

Section 25.01. Amendment. These Bylaws may be amended at any Congregational meeting of the Congregation by a two-thirds (2/3) vote of the Voting Members of the Church eligible to vote at the meeting at which such matter is considered, provided, however, that the text of any proposed changes has been sent by electronic or digital communication, or sent by standard mail to all Voting Members of record at least thirty (30) days prior to such meeting, and provided that the Secretary has prepared and certified a list of Voting Members eligible to vote at such meeting and has made such list available to the Board of Trustees at least seven (7) days prior to the meeting.

Section 25.02. Procedure. The Board of Trustees, acting for itself, may submit to the Congregation any proposed amendment which the Board has approved for such submission by a majority vote of its members. In addition, the Board shall submit to the Congregation any amendment received by the Board which shall have been proposed by a petition signed by at least ten (10) Voting Members of the Church, provided, however, that such petition is legible, is in a form stipulated or approved by the Board and is submitted by a date as reasonably established by the Board.

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ARTICLE 26

ENFORCEMENT

The Board of Trustees shall have full authority to enforce any and all provisions of these By laws. Any disputes which may arise with regard to the interpretation or application of these Bylaws shall be resolved by the Board of Trustees, with any determination reached by the Board being final and binding on all Church members of any kind or classification.

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ARTICLE 27

HEADINGS

The headings used in these Bylaws are for reference purposes only and shall not in any way affect the meaning or interpretation of Bylaws provisions.

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ARTICLE 28

VALIDITY

In the event that any provision of these Bylaws conflicts with the mandatory provisions of any federal or state law, and if as a consequence such provision is declared invalid by any outside authority having jurisdiction over all or a portion of these Bylaws, then only that provision so declared shall be invalidated and all other provisions of the Bylaws shall remain intact and in force.

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The undersigned hereby certify that these Bylaws were adopted at a meeting of the Congregation held on February 15, 1987, at which time an affirmative majority vote of those present at this meeting was recorded.

 

 

 

Steve Ladew, President

 

 

 

 

Marty Robinson, Secretary

 

 

The undersigned hereby certify that these Bylaws were amended at a meeting of the Congregation held on January 28, 1996, at which time an affirmative majority vote of those present at this meeting was recorded.

 

 

 

_____________________________

Hank Griggs, President

 

 

 

 

_____________________________

Alice Carden, Secretary

 

 

 

 

The undersigned hereby certify that these Bylaws were amended at a meeting of the Congregation held on January 23, 2000, at which time an affirmative majority vote of those present at this meeting was recorded.

 

 

 

_____________________________

Gary Paramore, President

 

 

 

 

_____________________________

Lisa Willis, Secretary

The undersigned hereby certify that these Bylaws were amended at a meeting of the Congregation held on May 19, 2002, at which time an affirmative majority vote of those present at this meeting was recorded.

 

 

 

_____________________________

Gerry Perkus, President

 

 

 

 

_____________________________

Pat Henderson, Secretary

The undersigned hereby certify that these Bylaws were amended at a meeting of the Congregation held on January 19, 2003, at which time an affirmative majority vote of those present at this meeting was recorded.

 

 

 

_____________________________

M.C. Meador, President

 

 

 

 

_____________________________

Tina Strouble, Secretary

The undersigned hereby certify that these Bylaws were amended at a meeting of the Congregation held on January 25, 2004, at which time an affirmative majority vote of those present at this meeting was recorded.

 

 

 

_____________________________

M.C. Meador, President

 

 

 

 

_____________________________

Shanna Sims, Secretary

The undersigned hereby certify that these Bylaws were amended at a meeting of the Congregation held on May 22, 2005, at which time an affirmative majority vote of those present at this meeting was recorded.

 

 

 

_____________________________

Kelly Webb-Ferebee, President

 

 

 

 

_____________________________

Shanna Sims, Secretary

The undersigned hereby certify that these Bylaws were amended at a meeting of the Congregation held on January 29, 2007, at which time an affirmative majority vote of those present at this meeting was recorded.

 

 

 

_____________________________

Nancy Foreman, President

 

 

 

 

_____________________________

Gay Cox, Secretary

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