Bylaws
Bylaws of the Unitarian Universalist Church of Meadville
Article 1. Name and Affiliation
The name of this congregation (Church) is the Unitarian Universalist Church of Meadville. This congregation was founded in 1825 as the Independent Congregational Church of Meadville, and the deeds to its buildings are recorded under that name. The Church has had a continuous presence in this community since its founding.
This Church is independent in polity and organization; it is affiliated with the Unitarian Universalist Association (UUA) and other organizations as the membership shall decide in order to provide services that this congregation cannot provide for itself and to strengthen and grow.
Article 2. Purpose
This is a congregation which celebrates diversity and welcomes all. We share values that allow this congregation to come together as a nurturing, caring community committed to a democratic and liberal outlook, spiritual and educational growth, fellowship, and community outreach.
The purpose of these Bylaws is to establish the overarching rules of governance for the Church. All documents in the Church must abide by and be in compliance with these Bylaws.
Article 3. Membership
Any person 16 years of age or older who is in sympathy with the spirit and purpose of this Church, and can demonstrate an understanding of the responsibilities of membership, may become a voting member of this congregation by signing the membership book in the presence of the Minister or a member of the Parish Board. An annual financial contribution of record is a requirement of membership in the Church. A person under the age of 16 may become a member upon obtaining the consent of the Parish Board. No subscription to creed or ceremonial participation is required for membership. Any person who so desires may be listed as a friend of the congregation in the Church records.
Members may hold office and vote on Church business. To vote as a member for any purpose, a person must be a member for 30 days preceding the date of the ballot. All members shall have the right to reasonable expression of their respective views, including the right to request and receive hearing at meetings of the Church. Any interested person who is not a member may serve on committees or participate in all activities of the Church other than serving on the Parish Board and voting on Church business.
Withdrawal of membership may be made by written request to the Minister or the Secretary of the Parish Board. Such a notice will be transmitted to the Board and noted in the Membership Book (the official record of membership) and other records of the Church. At least annually, the Parish Board will remove from membership those individuals who have died within the year. The Parish Board, with input from the Ministerial staff, may also remove from membership those individuals who have not contributed financially to the Church for the past year and who have not positively reaffirmed their interest in remaining members of the congregation after reasonable attempts have been made to contact them
Article 4. Fiscal Year
The Church’s fiscal and administrative year runs from January 1 to December 31.
Article 5. Congregational Meetings
The Annual Meeting of the congregation will be held in November or early December at a time determined by the Parish Board. The purpose of the Annual Meeting is to
- elect members of the Parish Board and Trustees
- receive reports of the current year’s activities from the Board, Minister, Director of Religious Education, and committee chairs
- adopt a budget for the upcoming year,
- and to discuss such other business as may come before it.
The President of the Parish Board will prepare and submit an agenda for the Annual Meeting to the Parish Board far enough in advance so that the agenda can be discussed, approved and sent to the membership at least two weeks before the meeting. Any five Church members may request that an item be placed on the agenda for the Annual Meeting by requesting it in writing from the President in sufficient time to meet the above congregation notification schedule.
Special congregational meetings may be called by the President, by the Parish Board, or by written request to the President signed by 10 lay members of the congregation. Only such business as indicated in the call for the meeting may be transacted at any special congregational meeting. At least seven days’ notice of all special congregational meetings must be given to the membership by mail, e-mail, or other electronic notice; and all meetings will be announced at regular worship services, on the website, and in the Church’s regular communications, whenever possible, prior to the meeting.
A quorum for congregational meetings described above is constituted by 25% of the membership. When a quorum is present, the congregation at its meeting may conduct business by majority vote. Members must be present to vote.
Article 6. Parish Board
The Parish Board manages the affairs of the Church between Annual Meetings. The Parish Board shall meet monthly whenever possible, with no fewer than six meetings per year. These meetings shall be open to any member who wishes to attend. It is expected that the Parish Board shall delegate many day-to-day activities to committees as defined in Article 8. Other duties that the Parish Board is expected to accomplish include, but are not limited to, the following:
- Develop and present an annual budget to the congregation for a vote at the Annual Meeting.
- Oversee the finances of the Church to ensure appropriate fiduciary responsibilities.
- Appoint committee chairs
- Establish and implement policies and practices that support the programs of the Church.
- Develop a long-range plan for the Church.
The Parish Board will be formed of at least five (5) and no more than seven (7) members of the congregation. Each member of the Parish Board be bonded for at least $5,000. The Board requires a quorum of four members to do business, and affirmative votes by a majority of those present are required to carry a motion in the Board.
The Minister will also serve as a non-voting ex officio member of the Board. Members of the Parish Board will be elected by the Congregation at its Annual Meeting for two-year terms, beginning January 1st. The terms of Board Members should be staggered to ensure both continuity and new blood among Board members. No two members of the Parish Board may be members of the same household. An individual may serve no more than four years of any six consecutive years as a member of the Board. An exception to this limit on service may be made when there are insufficient congregational members willing and able to serve on the Parish Board.
Article 7. Officers
At its first meeting in the new fiscal year, the Parish Board will elect Officers from among its members. The Officers elected must include a President, Secretary, and Treasurer. No individual may serve in more than one of these three named roles. The Board may elect Officers in additional roles if desired. Unless otherwise restricted by these bylaws, Board members may hold more than one office. Should an individual serving as President, Secretary, or Treasurer leave the board or be unable to perform the function of the role, the Parish Board will elect another of its members to serve in that role at its next meeting. The current President, Secretary, and Treasurer shall continue in their role until a new Officer is appointed by the Board.
As part of its first meeting in a new fiscal year, the Parish Board should also decide who among its members will serve as liaison to any Church committees or working groups.
President
The President conducts all business meetings of the congregation and Parish Board. The President schedules all meetings of the congregation and the Parish Board. The President is a member ex officio of all committees of the Church. The President implements and administers the policies of the Parish Board. No person may be nominated to serve as President without having served at least one year on the Parish Board, preferably the year immediately previous. The President’s term of office is for 2 years and begins on January 1st. The President serves as liaison to the Personnel Committee, the UUA, and to any Search Committees.
Secretary
The Secretary is responsible for keeping a record of all Church and Parish Board meetings and ensuring that topics discussed at board meetings are communicated to the congregation. The Secretary maintains the permanent records and documents of the Church as well as being the primary correspondent on behalf of the Congregation and the Parish Board. The Secretary will also maintain the list of all committees, their membership, and a description of their functions and normal procedures; The Secretary is responsible for keeping the Bylaws up to date.
Treasurer
The Treasurer oversees the funds of the Church to ensure that the annual cash flow is sufficient to meet the operating needs of the Church. The Treasurer prepares accurate financial reports, advises on expenditures and financial policy that assist the Parish Board and congregation in decision-making, and signs the checks for the day-to-day operations of the Church including payroll and tax obligations. The Treasurer may supervise the activities of a Church bookkeeper and accountant. The Treasurer will serve as liaison to the Investment Committee. The Treasurer will serve as a non-voting ex officio member of any committee relating to the stewardship of the Church, as needed.
Article 8. Committees and Working Groups
Many Church functions are carried out by committees and working groups whose chairs are appointed by the Board and whose activities are monitored by the Board. A list of all committees and working groups, their membership, and a description of their functions and normal procedures, will be maintained by the Secretary and made available in the Church Office. Each chair is responsible for recruiting individuals from the congregation to serve on the committee, except for the Investment Committee whose members are appointed by the Parish Board. A committee is responsible for managing its resources, requesting annually a budgeted amount from the Parish Board, and reporting regularly to its Board Liaison on the activities and concerns of that committee. Additionally, each committee will submit a report on its year’s activities at the Annual Meeting. Committee chairs are required to meet as a group with their Board Liaisons at least twice a year for purposes of coordination and long-range planning.
The President is an ex-officio non-voting member of all committees of the Parish Board. Board members are ex-officio non-voting members of all committees for which they serve as liaison.
The following committees or working groups are an integral part of the Church organization and should be considered standing committees or working groups. The Parish Board should appoint a chair to each committee or working group, as well as a liaison from the Board to the committee at its first meeting of the fiscal year
1. Religious Education, which is responsible for overseeing children’s religious education.
2. Worship, which is responsible for Sunday services.
3. Membership
4. Fellowship & Events
5. Stewardships
6. Properties, which focuses on the day-to-day maintenance of the buildings and grounds
7. Personnel, which meets as needed to review salaries and job descriptions
8. Investment, which is described in Article 12
Article 9. Vacancies:
If a position on the Parish Board becomes vacant, the Parish Board shall appoint a member of the Church to serve in the position until the next Annual Meeting.
Article 10. Trustees
Five members of the congregation serve as trustees. At least four of the trustees must approve and sign all documents relating to the sale, transfer and alienation of all Church real estate. The trustees are elected at the Annual Meeting for staggered five-year terms. A trustee may be re-nominated at the end of his/her term. If a vacancy occurs, the Parish Board, with the concurrence of the Leadership Development Committee, shall appoint an interim trustee to fill the vacancy until the next Annual Meeting, at which time a trustee is elected to complete the term.
Article 11. Ministers
Ministers may be appointed to serve the Church in one of two ways: as a Called Minister or as a Contract Minister. Called Ministers are also known as Settled Ministers and are appointed by vote of the congregation for an open-ended term. Contract Ministers, which include Interim Ministers, are hired by the Parish Board for a specific contract period. A Minister’s duties are specified at the time of their appointment but generally conform to the following description.
Ministers of the Church shall be responsible for the conduct of worship within the congregation and the congregation’s spiritual interests and affairs. Ministers work with the Church leadership to keep records of namings, weddings and deaths. Ministers provide spiritual guidance and practical counsel to those in distress. Our Ministers will maintain and exemplify the Church’s faith in the free and respectful sharing of ideas. Ministers shall have freedom of the pulpit as well as freedom to express their opinions outside the pulpit.
Ministers shall be ex-officio member of the Parish Board and of all committees. When appointed in this role, a Minister may also serve as chief of staff of the Church. As such, the Minister—acting within the framework of the budget, and with the advice and consent of the Personnel Committee—manages the administrative affairs of the Church; may hire, train, evaluate and terminate staff; and recommend salary actions and recommend policy changes.
Ministers will report matters of Church life and operations to the board on a regular basis and to the congregation at the Annual Meeting.
The Minister represents this Church in the community at large.
In the event of a ministerial vacancy, the Parish Board and the Worship Committee will provide for temporary ministerial services.
At the direction of the congregation, a Ministerial Search Committee may be created to recruit a Called Minister. The Search Committee shall consist of four members selected by the congregation and three members selected by the Parish Board. As far as possible, the search committee is to follow UUA search and selection guidelines.
A Called Minister shall be called to serve upon recommendation of the Ministerial Search Committee by an 80% majority of qualified members of the congregation present at any congregational meeting legally called for the purpose. A quorum for such a meeting is to be constituted by 40% of the voting membership, rather than the 25% of the voting members, as called for in Article 5, Congregational Meetings.
The Minister may be dismissed by a majority vote of the qualified members of the Church present at any congregational meeting legally called for the purpose, the quorum for such a meeting to be constituted by 40% of the voting members rather than 25% of the voting members as called for in Article 5, Congregational Meetings.
Article 12. Financial Matters
The Parish Board shall administer and manage the business of the Unitarian Universalist Church of Meadville.
At each annual business meeting, the Parish Board shall submit an operating budget for the coming fiscal year. The budgeted expenses may not exceed the anticipated income. A budget is adopted by a simple majority vote of the voting members present at the meeting. Once a budget is approved, the Board may authorize and expend the funds as budgeted. Committee chairs and Staff are empowered to spend amounts as budgeted annually. Although each committee normally administers the funds budgeted to it, the Board may set an amount above which a committee may not spend without prior approval of the Parish Board. The Board may reallocate budgeted funds, as long as the reallocation does not exceed five percent (5%) of the approved budget. No committee of the Church or the Parish Board may enter into a contract involving an expenditure of more than $5,000 except for approved budget items. The membership must approve any expenditure or obligation for indebtedness that exceeds $5,000.00. The membership must also approve the purchase, sale, or mortgage of real property.
The right or authority to make contracts or binding promises for monetary outlay on behalf of the Church, whether oral or written, rests with the Parish Board, or its designated representatives. Checks and other orders on the funds or credit of the Church, and all contracts and instruments in writing by the Church, shall be valid and binding upon the Church only when executed by such officers or other representatives as shall be designated and authorized by the Board. At its first meeting of each fiscal year, the Board shall authorize the Treasurer and at least one additional Board member to sign checks.
Investments and the Investment Committee
The Church maintains two investment funds:
- The Investment Fund, which is intended to support the Church’s annual operating budget
- The Capital Fund, which is intended to support capital projects whose scope is beyond that normally managed in the operating budget.
Oversight and management of these funds is vested with the Investment Committee of the Church. The Parish Board shall appoint at least three Church members who are knowledgeable of finance and investments, and who will act as investment managers for endowment funds. All decisions and recommendations of this committee require the approval of at least a majority of the entire committee. The Treasurer serves as an ex officio non-voting member of the committee.
These funds are invested in a mix of growth and income fund(s) which carry a moderate amount of risk; these terms being generally accepted definitions in the banking business. The details of management shall rest with the Investment Committee, which acts in consultation with and with advice from professionals of the investment company. The Parish Board should make every effort to see that the yearly withdrawal from the Investment Fund does not exceed 5% of the amount at the end of the previous year.
The Investment Fund and Capital Fund together should be maintained to provide a financial cushion which enables the Church to pay for unexpected emergency capital expenditures prior to mounting a specific fundraising campaign. If an emergency arises where time is of the essence to protect the health of the congregation and/or the value of the Church’s real property; at least four members of the Parish Board, on the recommendation of the properties chair, may approve spending an amount up to 5% of the total funds in the Investment Fund and Capital Funds. This action must be immediately announced and explained to the congregation and plans put in action to repay any funds so used over a reasonable time frame.
Audits
The Parish Board will select an Audit Committee to examine the financial records of the Church as soon after the close of the yearly books as practicable and submit a report to the congregation. The Audit Committee should consist of three members of the congregation, if practical, or an outside accounting firm
Article 13. Bylaws Review and Amendment
These bylaws, so far as allowed by law, may be amended or replaced at any Congregational Meeting (as described in article 5) by a two-thirds vote of those present and voting. In years divisible by 5, and more often if needed, the President will appoint a special committee to review these bylaws and recommend changes to be approved and presented by the Parish Board to the congregation.
Once the Board has approved the proposed changes, the members of the Church should be given an opportunity to review them and present additional suggestions for the Board’s consideration. A full copy of all proposed changes shall be contained in the call to meeting. Only amendments as proposed in the call to meeting may be adopted at any given Congregational Meeting. No changes (other than corrections of grammar or spelling that do not affect the meaning of the document) may be made to the proposed amendments prior to a vote.
Article 14. Dissolution
In the case of dissolution of the congregation, all of its property, real and personal, after paying all just claim upon it, shall be conveyed to and vested in the Unitarian Universalist Association or its legal successor, and the trustees of the congregation shall perform all action necessary to effectuate such conveyance.