Bylaws

 

WILLIAMSBURG UNITARIAN UNIVERSALISTS

CONSTITUTION AND BYLAWS

Commentary.  The words “minister”, “ministers”, and “minister(s)” as used in these bylaws are to be interpreted as applying equally to any and all called ministers of this Congregation as appropriate to the context of the section where used.

ARTICLE I.  Name.

The name of this religious Congregation shall be the Williamsburg Unitarian Universalists (WUU).

ARTICLE II.  Purpose.

The purpose of this Congregation shall be the practice and enjoyment of religion founded upon devotion to individual freedom of belief.

ARTICLE III.  Denomination Affiliation.

This Congregation shall be a member of the Unitarian Universalist Association of Congregations (UUA) and of the Southeast District.   It is the intention of this Congregation to make financial contributions equal to its fair share as determined by the association and by the district. (Revised 2/17/13)

ARTICLE IV.  Membership

1.   Persons who are in sympathy with the purpose of this Congregation and who sign the membership book in the presence of a minister or a member of the Membership Committee shall be members of this Congregation. (Revised 2/17/13)

2.   Membership is open to all persons regardless of race, color, gender, age, disability, sexual orientation, gender identity or expression, or national origin. (Revised 2/17/13)

3.  A member may resign from membership by notifying the minister or the chair of the Membership Committee.

4. A member who has been inactive for a period of more than one year may be removed from membership if the member fails to respond within sixty days to an inquiry about the person’s membership from the Board. This inquiry must state that failure to respond will result in removal from membership.

ARTICLE V.   Voting.

1.   A member who is at least 18 years of age, or has completed the Coming of Age classes at WUU or another UUA congregation and has made a current monetary pledge is eligible to vote. (Revised 2/9/14)

2.  Members may not vote by proxy.   Absentee ballots are permitted on propositions (1) that are known sufficiently in advance for the absent member to be informed, and (2) that in the opinion of the Secretary of the Board have not been substantially changed by the time the vote is counted.

ARTICLE VI.   Congregational Meetings.

1.  The annual Congregational meeting shall be held during the months of January or February of each year at a date, time and place to be determined by the Board.  The annual meeting shall be for the purpose of receiving the report of the Nominating Committee, electing members of the Board and all other elected committees, and conducting any other business set forth in the agenda which may properly come before the Congregation.

a. In addition to the slate presented by the Nominating Committee, any eligible person, with his or her consent, may be nominated from the floor for any open position by any voting member of the Congregation.

b. A special Congregational meeting will be held during the months of April or May for the purpose of receiving the reports of the outgoing President and Treasurer, and of the Minister.  If no business is to be conducted at this meeting, the usual requirements for a quorum will be suspended. (Revised 5/1/11)

2.  Special Congregational meetings may be called at any time by the Board or at the written request of 10% of the voting membership.

3.  Written notice of each annual or special meeting, stating the agenda thereof, shall be provided to each voting member not less than seven nor more that thirty days prior to the meeting. (Revised 1/13/08)

4.  A quorum for any Congregational meeting shall be one-fifth of the voting membership.

5.   A simple majority of all votes shall decide all elections and other questions except for amendment of the Constitution and Bylaws and selection of ministers.

6.   Roberts Rules of Order shall be used to conduct Congregational meetings.

ARTICLE VII.   Board.

1.  The Board shall be composed of nine voting members, who shall have been members of the Congregation for at least one year at the time of their election, elected at the annual meeting.  In addition, the Minister and the Director of Faith Development shall be ex officio non-voting members. The term of office for each member shall normally be three years, but members may be elected to shorter terms upon joint recommendation of the Nominating Committee and the Board.  The term of office of newly elected members of the Board shall begin on May 1st.  In the event of a vacancy on the Board for any reason, the Board may appoint a voting member to serve until the next annual meeting when the Congregation shall elect a voting member to serve any remainder of the unexpired term.   No more than two consecutive terms may be served by a member of the Board, except that a member of the Board serving an interim appointment is eligible for election to no more than two full consecutive terms.  (Revised 2/17/13)

2.  The primary duties of the Board are (I) to set policy guiding the overall affairs of the Congregation, (ii) to establish a mechanism to ensure Board oversight of the financial affairs of the Congregation, (iii) to develop specific policies and guidelines for soliciting, managing and using endowment funds, (iv) select and certify delegates to each General Assembly of the Unitarian Universalist Association, and (v)  to evaluate, annually, the ministries of the Congregation using well-defined expectations that have been previously established.   In carrying out these duties the Board shall link with the Congregation, and may prepare and utilize whatever surveys or instruments it deems helpful. The Board shall approve, or delegate to the Minister approval of, all contracts and other written instruments to which the Congregation is a party except as otherwise provided by these Bylaws or by any applicable law.  (Revised 5/1/11)

3. (Added 5/1/11) The Board shall establish the following two standing committees to assist it in performing its duties under paragraph 2 above:  (1) the Finance Committee and (2) the Bylaws Committee.  It shall appoint such members of the Congregation as it deems advisable to serve on these standing committees.  Members of the standing committees shall serve terms of office as defined by the Board.

4. (Added 5/04/08, renumbered 5/1/11) In performing its duties under 2. (iii) above, the Board shall observe the restriction that the principal of the Endowment Fund, as defined as the original amounts of gifts or bequests received by the Fund, shall not be distributed without approval by 80% of the voting members of the Congregation present at a meeting called in accordance with Article VI.

5.  The Board shall hold such meetings and make such rules for its own governance as it may deem advisable.   A quorum of the Board is six members, unless otherwise required by these Bylaws.   All meetings of the Board shall be open to any member of the Congregation unless the Board determines by a majority vote to meet in executive session to consider personnel matters. All votes of the Board taken in executive session must be confirmed and recorded in open session.  (Revised 5/1/11)

ARTICLE VIII.   Officers.

1. The incoming Board shall elect, from among its nine members, a president, vice president and secretary.  The meeting to elect new officers shall be convened no later than April 30 following the annual meeting.  A quorum for the meeting to elect Board officers shall be seven members.  The duties of these officers are as follows: (Revised 2/17/13)

a. President – The president shall preside at all meetings of the Board and of the Congregation.  Except for those delegated to the minister, the president shall sign all contracts and other written instruments to which the Congregation is a party which have been approved by the Board or the Congregation.  The president shall perform other duties usually incident to the office.

b. Vice President – The vice president shall preside at all meetings of the Board or Congregation and otherwise act for the president in the president’s absence. The vice president shall chair the Personnel Committee. (Revised 2/17/13)

c. Secretary – The secretary shall keep the minutes of all meetings of the Congregation and the Board, shall notify members of the Congregation and the Board of the time, place and purpose of meetings, shall take charge of all appropriate papers and documents belonging to the Congregation and shall perform other duties usually incident to the office.  (Revised 4/26/09)

2.  Treasurer – The Minister, with the approval of the Board, shall appoint a member of the Congregation as treasurer.  The treasurer shall serve a three-year term, which may be renewed one time. The treasurer shall have custody of all funds of the Congregation, keep an account of all receipts and expenditures, pay salaries and bills authorized by the budget and/or the Minister, and render an annual report to the Congregation and such other reports as may be required by the Minister.  The treasurer shall serve as a member of the Finance Committee.  (Revised 5/1/11)

ARTICLE IX.   Special Committees (Revised 5/6/07)

1. A Nominating Committee shall consist of three voting members of the Congregation, serving terms of three years, with one member to be elected at each annual meeting of the Congregation.   The term of office shall begin on May 1st.   In the event of a vacancy on the Nominating Committee for any reason, the Board may appoint a voting member of the Congregation to fill the unexpired term.

a. The Nominating Committee shall nominate at least one candidate for each open position on the Board; at least one candidate for each open position on the Committee for Right Relations; at least one candidate for each open position on the Endowment Committee; at least three more candidates than there are open positions for the Ministerial Search Committee (when a search committee is needed); at least one candidate for each open Trustee position; and at least one candidate for each open position on the Nominating Committee.

b. The Nominating Committee’s nominations shall be included in the notice of the annual meeting. (Revised 5/1/11)

2.  (Added 2/17/13) a. The Personnel Committee shall function as a committee of the Board.  The vice president will serve as chair and shall form a committee to include one other Board member, a member of the Finance Committee and a member of the Congregation who does not serve on the Board or the Finance Committee.  The term of office for members other than the chair shall be no longer than three years.

b. The purpose of the committee is to develop policy related to personnel and compensation matters to be formally adopted by the Board. The committee shall monitor the minister’s compliance with Board policies relating to personnel and compensation matters.  The committee shall manage the minister’s contract and conduct a yearly evaluation of the minister’s performance.  All personnel performance matters shall remain confidential.

3. A Ministerial Search Committee, when needed, shall consist of at least seven members, the number to be determined by the Board, elected by the Congregation from a slate of ten or more members nominated by the Nominating Committee. (Revised 4/18/04. renumbered 2/17/13)

4. (Added 1/13/08, renumbered 2/17/13) A Committee for Right Relations (CRR) is charged with facilitating resolution of conflicts brought to it under the Covenant of Right Relations (CORR) by any person associated with the Congregation.  (Revised 2/17/13)

a. The CRR will consist of three voting members of the Congregation selected because of their wisdom, experience, or skill in conflict resolution.

b. Members of the CRR are elected by the Congregation at its annual meeting, and serve staggered three year terms, with one new member elected by the Congregation each year.

c. The term of office shall begin on July First.

d. In the event of a vacancy on the CRR for any reason the Board may appoint a voting member to serve until the Congregation at its next annual meeting shall elect a voting member to serve the unexpired term.

5. (Added 5/04/08, renumbered 2/17/13j) An Endowment Committee (EC) is charged with managing the Endowment Fund and advising members of the Congregation who seek information on how to best to contribute to the Fund.

The EC will consist of five voting members of the Congregation selected for their wisdom and experience in financial matters or for their ability to articulate the vision and mission of the Congregation.

Members of the EC are elected by the Congregation at its annual meeting, and serve staggered five year terms, with one new member elected by the Congregation each year.

The term of office shall begin on July First.

In the event of a vacancy on the EC for any reason the Board may appoint a voting member to serve until the Congregation at its next annual meeting shall elect a voting member to serve the unexpired term.

Activities of the EC shall be guided by the policy provided by the Board under its authority as outlined in Article VII, Section 2.

The EC will be incorporated into the normal management structure of the Congregation with ultimate accountability to the Board.

ARTICLE IXA. Organized WUU Groups.

1. Members and friends of this Congregation may organize into program groups or other special interest groups.  If any such group wishes to be recognized as an Organized WUU Group, or apply for WUU funds, it must submit annually a statement of purpose to the minister for approval.  Organized WUU Groups must embrace WUU principles and covenants, but are otherwise free to operate without supervision by the minister.   Once approved, the group’s name will be included in an appropriate list of recognized Organized WUU Groups. (Revised 5/6/07)

ARTICLE X.   Ministers.

1.   Any person called or continued as a minister of this Congregation shall be in fellowship with the Unitarian Universalist Association.

2.   Ministers shall be called upon recommendation of the ministerial search committee by a four-fifths majority vote of the voting members present at any Congregational meeting properly called for the purpose.   A quorum for such a meeting is to be constituted by one-half of the voting members.

3.   Minister may be dismissed by a majority vote of the voting members present at any Congregational meeting called for the purpose with the same quorum requirement as set forth in Section 2. herein above.

4.   Minister shall give three months notice of their resignation or such notice as is mutually agreed upon by the minister arid the Board.

5.   Minister(s) shall be responsible for the conduct of services.  They shall have freedom of the pulpit as well as freedom to express their opinions outside the pulpit.  They shall have overall responsibility for the administration of operations, including creation, supervision, and dissolution of all committees (other than the Standing Committees of the Board, the Special Committees outlined in Article IX and the Trustees as provided for in Article XI), cluster or other working units they deem necessary for carrying out the mission of the Congregation, and shall supervise all paid and volunteer staff.   They shall be ex-officio non-voting members of the Board and of such committees as the Board shall designate.  They may attend all meetings of the Congregation and the Board except meetings of the Board held in executive session.  (Revised 5/1/11)

ARTICLE XI.   Organization and Property of the Congregation.

1. (Revised 5/1/11) The Society’s organization consists of the officers and other members constituting the Board, the Ministers, the Trustees herein defined, the employees and such committees as the Minister(s) and these Bylaws authorize.

2.  At any Congregational meeting duly called, the Congregation may, by majority vote, (1) elect Trustees to hold legal title to real property for any of the purposes set forth in the Code of Virginia, Title 57 (1992), and (2) direct such Trustees to initiate proceedings to sell, encumber or otherwise act with respect to such real property as is permitted by law.

a. Trustees shall be three in number and must be voting members.

b.   Election of Trustees shall be from a slate, chosen by the Nominating Committee, of one or more candidates for each open position.

c.   The term of a Trustee will be five years.  A Trustee may serve two terms plus a partial term consecutively.

d.   In the event of a vacancy for any reason, the Board many appoint a voting member to serve until the Congregation at its next annual meeting elects a voting member to complete the unexpired term. If Trustees are not currently needed, the Board may wait until the next annual meeting without filling the vacancy.

ARTICLE XII.   Dissolution.

Should this Congregation cease to function and the voting members vote to disband, any assets of the Congregation shall be transferred in accordance with applicable legal procedure to the Unitarian Universalist Association for its general purposes.

ARTICLE XIII. Fiscal Year.

The fiscal year shall be from July 1 to June 30.

ARTICLE XIV.   Amendments.

Amendments to this Constitution and Bylaws may be made at any annual or special meeting duly called of which proper notice has been given pursuant to Article VI, Section 3. by two-thirds vote of the voting members present, provided that the text of the proposed amendment is enclosed in the notice of meeting.

ARTICLE XV.   Effective Date.

The effective date of the Constitution and Bylaws shall be July 1, 1989 if adopted prior thereto by a two-thirds vote of the voting members present at a meeting called for this purpose.  A quorum for this purpose shall be constituted by one-third of the voting members.

Personnel matters are limited to discussions involving hiring, evaluation and termination of staff (both paid and volunteer), and to reviews of grievances that may come to the Board under WUU personnel policy.  (Added 5/22/05)

 

 

WUU Bylaws Page  PAGE 12 of  NUMPAGES 12       Initial Bylaws adopted 7/1/89

Revised Bylaws adopted 6/95

Last amended 2/9/14