Bylaws
of
The Unitarian Universalist Friendship Fellowship at Pineda
as Revised on March 6, 2022.
BYLAWS FOR THE UNITARIAN UNIVERSALIST FRIENDSHIP FELLOWSHIP
TABLE of CONTENTS
Purpose
Article 1. Name, Affiliation, Mission, and Vision
1.1 Name and Affiliation
1.2 Mission
1.3 Vision
Article 2. Nondiscrimination Commitment
Article 3. Membership
3.1 Membership Qualifications
3.2 Membership Requirements
3.3 Rights and Responsibilities of Members
3.3.1 Rights
3.3.2 Responsibilities
3.4 Membership Categories
3.5 Membership Withdrawal
3.6 Removal from Membership for Contribution Failure
3.7 Removal from Membership for Comportment Failure
Article 4. Congregational Authority, Responsibility and Decision-making
4.1 Governing authority and the power to delegate
4.2 Congregational Meetings
4.2.1 Annual Congregational Meeting
4.2.2 Midyear Congregational Meeting
4.2.3 Special Congregational Meetings
4.2.4 Meeting Quorum
4.2.5 Conduct of Meetings
4.2.6 Voting Method
4.2.7 Votes required for Congregational decisions
4.2.7.1 Decisions made by majority vote
4.2.7.2 Decisions requiring a two-thirds majority vote
4.2.8 Open Meetings
4.2.9 Executive Session
4.3 Fiscal Year
Article 5. Authority delegated by the Congregation
5.1 Committees/Leadership Groups Elected by the Congregation
5.1.2 Congregational Leadership Council
5.1.2.1 CLC Authority and Responsibility
5.1.2.2 Members
5.1.2.3 Qualifications
5.1.2.4 Nomination of candidates for CLC Membership
5.1.2.5 Selection of members and terms of service
5.1.2.6 Second Terms
5.1.2.7 Vacancies
5.1.2.8 Inability to find members to serve on CLC
5.1.2.9 CLC Officers
5.1.2.10 Removal of CLC Officers
5.1.2.11 Removal of CLC Members
5.1.3 Nominating Committee
5.1.3.1 Members, Chair and Terms of Service
5.1.3.2 Qualifications
5.1.3.3 Election
5.1.3.4 Vacancies
5.1.3.5 Removal
5.1.4. Endowment Fund Committee
5.1.4.1 Members, Chair, and Terms of Service
5.1.4.2 Qualifications
5.1.4.3 Election
5.1.4.4 Vacancies
5.1.4.5 Removal
5.1.5 Ministerial Search Committee
5.2. Committees Formed and Charged by the CLC
5.2.1 Standing Committees versus Ad Hoc Committees
5.2.2 Committee Purpose, Authority and Responsibility
5.2.3 Committee Duration
5.2.4 Committee Fiscal Authority
5.2.5 Committee Fund-raising
ARTICLE 6. Minister
6.1 Choosing a Minister
6.2. Qualifications of the Minister
6.3 Non-Discrimination Clause
6.4 Terms of Employment
6.5 Congregational Approval
6.6 Ministerial Conduct
6.7 Shared Ministry
6.8 Ministerial Status Review
6.9 Dismissal
Article 7. Amendments to the Bylaws
Article 8. Dissolution of the Fellowship
BYLAWS FOR THE UNITARIAN UNIVERSALIST FRIENDSHIP FELLOWSHIP
Purpose: These bylaws are designed to ensure the continuation and growth of our spiritual community, to enable us to successfully pursue our shared mission and vision together, to provide structure and guidance for us to govern ourselves through the democratic process to which we have committed, and to outline the roles and responsibilities of each element of the governance structure.
These bylaws outline the formal structure of the Fellowship and allow for maintaining and revising that structure. Bylaws are by necessity and definition brief and concise. The details of how the Fellowship functions are contained in the Policies and Procedures Manual (PPM) which supports the bylaws and spells out the specifics regarding how the Fellowship conducts itself and the business of the Fellowship. Policies and Procedures are developed and enacted by the Congregational Leadership Council (CLC) which is elected by the congregation. This allows for timely adjustments to the functioning of the Fellowship.
Article 1. Name, Affiliation, Mission, and Vision
1.1 Name and Affiliation. The name of this organization is the Unitarian Universalist Friendship Fellowship (UUFF). UUFF is a member of the Unitarian Universalist Association (UUA) (Society Number 2923) and the Southern Region or their successors.
1.2 Mission. UUFF is a religious community of compassionate, open-minded truth seekers dedicated to:
Article 2. Nondiscrimination Commitment
UUFF is a Welcoming Congregation as designated by the UUA. We affirm and promote the full participation of all persons in sympathy with our mission and vision in all our activities and endeavors, including but not limited to membership, programming, staffing, hiring, and the calling of religious professionals, without regard to race, color, ethnicity, gender, gender identity and expression, sexual or affectional orientation, physical or mental challenge, age, class, or national origin, or other forms of diversity.
Article 3. Membership
3.1 Membership Qualifications. Any person who is at least 18 years of age, who is in sympathy with the mission and purpose of the Fellowship, who is committed to honoring the Covenant of Right Relations**, who has acquired an informed understanding of Unitarian Universalism, and who has read our bylaws is qualified to become a member of UUFF. Potential members should follow the path to membership as outlined in the UUFF PPM available in the Fellowship office.**
3.2. Membership Requirements. To become a member, each person shall have fulfilled the qualifications listed above, shall sign the membership book, shall complete new member orientation as outlined in the PPM**, and shall make an identifiable annual financial contribution within their means in support of the Fellowship. The pledging process is outlined in the PPM.** When a couple joins together, they should sign and be listed separately with each being considered individually as to rights and privileges. They may pledge jointly.
3.3 Rights and Responsibilities of Members. Individuals who have met the requirements of Articles 3.1 and 3.2 above and who have assumed the responsibilities as set forth in Article 3.3.2 are active members of UUFF and are entitled to the benefits contained herein. This is the only category of membership that shall be included in the official membership count of the congregation, which is also provided to the UUA.
3.3.1 Rights. Members shall have full voting rights one month after signing the Membership Book and meeting the qualifications and requirements outlined in 3.1 and 3.2. Members are eligible to serve on all committees.
3.3.2 Responsibilities. The responsibilities of membership include participation in the life of the Fellowship and on-going support of the Fellowship with an annual financial contribution within one’s means. Members and dual members (those who are members of more than one UU congregation) who have not made an annual financial contribution shall be deemed inactive members as outlined in the PPM.** Members who serve as committee members or chairs are obligated to abide by the duties and responsibilities specified for those committees.
3.4 Membership Categories. Categories of Membership and their respective rights and responsibilities are detailed in the PPM.**
3.5 Membership Withdrawal. A member of UUFF may withdraw from the Fellowship by written notice to the minister, or the CLC chair, or the Membership Committee chair, each of whom shall inform the others. Membership withdrawals will be noted (with names) in the CLC minutes.
3.6 Removal from Membership for Contribution Failure. Members who have not made an identifiable contribution within a fiscal year can be removed from active membership.
3.7 Removal from Membership for Comportment Failure. Members whose behavior has become detrimental to the spirit of the congregation can be removed from any and all membership through the process outlined in the PPM.**
Article 4. Congregational Authority, Responsibility, Meetings and Decision-making.
4.1 Governing authority and the power to delegate. Governing authority and the power to delegate that authority lie entirely with the congregational membership. Decisions by the congregation are made at congregational meetings.
4.2 Congregational Meetings. Congregational meetings shall be duly announced by a written notice to the Fellowship members by mail, email and/or newsletter to ensure that all members are informed at least ten days before the date of the meeting. The notice will include the date, time and venue of the meeting and provide an agenda with action items. Fellowship members may attend in person or remotely. In addition, if one or more elections are to be held at the meeting, the slate or slates of candidates to be presented by the Nominating Committee shall be included as part of the written notice. Meetings will be scheduled, to the degree possible, to maximize participation by Fellowship members.
4.2.1 Annual Congregational Meeting. The annual congregational meeting shall be held in March at a date and place fixed by the CLC and duly announced as outlined in 4.2 above. The agenda shall include approval of minutes from the previous congregational meeting, reports by the chair, treasurer, and committees, election of CLC members, election of Nominating Committee member(s), election of Endowment Fund Committee members, adoption of the following fiscal year budget, and other topics the CLC wishes to have discussed or determined or submitted for approval. Subjects raised from the floor may be acted upon except when the bylaws require advance notice.
4.2.2 Midyear Congregational Meeting. The midyear congregational meeting shall be held in September or October, the date and place fixed by the CLC and duly announced as outlined in 4.2 above. The agenda shall include approval of minutes from the previous congregational meeting, reports by the chair, treasurer, and committees, and other topics the CLC wishes to have discussed or determined or submitted for approval. Subjects raised from the floor may be acted upon except where the bylaws require advance notice.
4.2.3 Special Congregational Meetings. Special congregational meetings may be called by the CLC. Within four weeks of receiving a written request for a special congregational meeting from ten or more members or at the initiation of the CLC, the CLC shall call such a meeting, the date and time fixed by the CLC and duly announced as outlined in 4.2 above. The business transacted at a special congregational meeting shall be limited to that specified in the notice.
4.2.4 Meeting Quorum. Thirty percent (30%) or more of the active members of the Fellowship shall constitute a quorum which is required for annual congregational meetings, midyear congregational meetings, and special congregational meetings. Meetings to approve the appointment of a minister or to dismiss a minister require a 40% membership quorum. A meeting to dissolve the Fellowship requires a 50% membership quorum.
4.2.5 Conduct of Meetings. Meetings shall be conducted in accordance with the most recent version of Robert’s Rules of Order. The chair of the CLC presides.
4.2.6 Voting Method. The usual method of voting shall be by voice vote which shall include those attending remotely. In cases of elections when there are more candidates than offices or when a sensitive issue is to be decided, voting may be by hand count or secret ballot at the request of members or at the discretion of the presiding officer. Remote attendees will send their secret vote by text or e-mail to the person in charge. Voting by absentee ballot or proxy is not permitted.
4.2.7 Votes required for Congregational Decisions. Except as provided in Article 4.2.7.2, below, a majority of the votes cast at a congregational meeting shall be sufficient for the adoption of any motion that may properly come before the congregation. A majority shall consist of more than fifty percent of the votes cast. In the event of a tie vote, the motion, proposition, or action being voted upon fails.
4.2.7.1 Decisions Made by Majority Vote:
Meetings of the CLC and of committees charged by the CLC are open to the congregation. Reasonable written notice of the meetings shall be given by mail, e-mail, or newsletter, and minutes of the meetings, when taken, must be available to the congregation with the exception of confidential material discussed in executive session.
4.2.9 Executive Session. The CLC and committees formed and charged by the CLC may choose to go into executive session for the discussion of personnel issues and other confidential matters. Regular business is never conducted in executive session.
4.3 Fiscal Year. The fiscal year of the Fellowship shall be from April 1 through March 31 of the following year.**
Article 5. Authority Delegated by the Congregation
In order to facilitate the functioning of the Fellowship in pursuit of its mission and vision, authority and responsibility for certain aspects of congregational life are delegated, as in all democracies, by the congregation to smaller groups of members chosen by the membership as indicated below.
5.1 Committees/Leadership Groups Elected by the Congregation. There are several high level leadership groups essential to the governance and functioning of the Fellowship whose members are elected by the congregation as a whole to assume authority and responsibility to act on behalf of the Fellowship. These groups include the CLC, the Nominating Committee, the Endowment Fund Committee, and the Ministerial Search Committee, whose responsibilities are, respectively, to govern the Fellowship, to nominate congregants to serve on the first three groups, to manage gifts and bequests, and to guide the selection of a minister to lead and serve the Fellowship. The CLC does not govern these committees, per se, although it does ensure their existence and that their duties are accomplished. No Fellowship member shall serve on more than one of these committees concurrently.
5.1.2 Congregational Leadership Council. Authority and responsibility for the day to day functioning of the Fellowship is delegated to the CLC. The CLC shall be the legal representative of the Fellowship.
5.1.2.1 CLC Authority and Responsibility. The CLC shall have primary authority and responsibility for all activities of the Fellowship, for establishing policies and procedures, for general business and administrative affairs, and for oversight of the assets of the Fellowship with the exception of the Endowment Fund which is overseen by the Endowment Fund Committee. The CLC shall appoint such standing and ad hoc committees as may be necessary or desirable to carry out the aims and objectives of the Fellowship. The CLC may adopt such rules of procedure for its functioning as the majority of its members shall deem necessary. Decisions by the CLC will be made by majority vote. The CLC monitors Fellowship expenditures and directs the Fellowship budget process based on funding needs and requests and priorities submitted by committees and other appropriate congregants as outlined in the PPM**. Working closely with the treasurer and the Finance Committee, the CLC recommends a fiscal year budget for approval by the congregation at the annual meeting. More specific duties and responsibilities of the CLC are outlined in the PPM.**
5.1.2.2 Members. The CLC shall consist of six members, three of whom are elected each year.
5.1.2.3. Qualifications. In general, candidates for the CLC shall have been fellowship members for at least one year prior to their candidacy and shall have consented to their nomination.
5.1.2.4. Nomination of Candidates for CLC Membership. The Nominating Committee shall identify qualified candidates for election to the CLC. These candidates shall, with approval from the candidate, be placed in nomination. Qualified candidates, with approval from the candidate, may also be nominated from the floor.
5.1.2.5 Selection of members and terms of service. At each annual meeting of the congregation there shall be chosen by majority vote at least three CLC members to serve two year terms so that three of the members rotate off the CLC each year and three new members are elected by the congregation.
5.1.2.6 Second Terms. Members may be elected to the CLC for a second term through the regular election process. After two terms, members may not serve again for one year.
5.1.2.7 Vacancies. If a vacancy occurs on the CLC, the remaining members of the CLC will ask the Nominating Committee to nominate a replacement to fill out the term of the person to be replaced and may offer recommendations if desired. The CLC may either call a special meeting of the congregation to vote in a new member of the CLC or wait until the next annual or midyear congregational meeting.
5.1.2.8 Inability to Find Members to Serve on CLC. Failure to identify enough members of the congregation willing to serve on the CLC will necessarily result in calling a special congregational meeting to discuss revising the leadership structure of the Fellowship.
5.1.2.9 CLC Officers. The CLC shall have a chair (or co-chairs), a vice chair, secretary, and treasurer elected by the CLC from among its own members. These officers shall also serve as the officers of the corporation. The same person may not simultaneously serve in more than one officer position on the CLC. If the CLC is unable to identify a secretary and/or treasurer from among the CLC membership, the CLC may appoint, by consensus, a member of the fellowship to serve in that capacity as outlined in the PPM.**
5.1.2.10 Removal of CLC Officers. A CLC officer who fails to appropriately carry out their responsibilities may be removed from office by a majority vote of the CLC.
5.1.2.11 Removal of CLC Members. Removal of a CLC member may be prompted by the following conditions: 1) Persistent absence from the council meetings, defined as unexcused absence from regularly scheduled meetings during three consecutive months; or 2) Serious comportment issues. If the CLC votes to recommend the removal of a CLC member for any reason, the member may be removed from the CLC upon a vote of a majority of the membership of the Fellowship present and voting at any duly constituted meeting of the membership.
5.1.3 Nominating Committee. The congregation delegates to the Nominating Committee the responsibility for identifying qualified candidates to serve on the CLC as well as candidates to serve on the Nominating Committee and the Endowment Fund Committee.
5.1.3.1 Members, Chair, and Terms of Service. The Nominating Committee shall consist of three members, each of whom shall serve a three year term. One member is elected each year to replace the member whose term expires. The committee members, once elected, will choose one of their members to serve as chair for one year. No member shall serve as chair more than one year during their term of service.
5.1.3.2 Qualifications. Candidates for membership on the Nominating Committee shall have been members of the Fellowship for a minimum of two years and shall not be current candidates for election to the CLC or the Endowment Fund Committee. Ideally, at least one member of the Nominating Committee shall have served previously on the CLC.
5.1.3.3 Election. Nominating Committee members are elected at the annual congregational meeting by active members of the Fellowship by a majority vote. The slate or slates of candidates proposed by the Nominating Committee shall be included in the written notice provided to fellowship members ten days prior to the congregational meeting. Candidates may also be nominated from the floor. All candidates must agree to be nominated.
5.1.3.4 Vacancies. If a vacancy or vacancies occur on the Nominating Committee, the remaining committee members shall provide a candidate or slate of candidates for election at the next congregational meeting for the purpose of electing a replacement or replacements. If time is of the essence, the Nominating Committee may ask the CLC to call a special congregational meeting for the purpose of electing a replacement or replacements. Nominations may be made from the floor. Members selected to fill vacancies will serve for the remainder of the terms vacated.
5.1.3.5 Removal. Removal of a Nominating Committee member may be prompted by the following conditions: 1) Persistent absence from meetings; or 2) Serious breaches of professional conduct or ethics. A Nominating Committee member may be removed by a majority vote of active members present at a congregational meeting.
5.1.4 The Endowment Fund Committee. The congregation delegates to the Endowment Fund Committee the responsibility for stewardship of all monies, gifts, and bequests to the Endowment Fund.
5.1.4.1 Members, Chair, and Terms of Service. The Endowment Fund Committee shall consist of three members, each of whom shall serve a three year term after the initial staggering at formation. One member is elected each year to replace the member whose term expires. The committee members, once elected, will choose one of their members to serve as chair for one year. No member shall serve as chair more than one year during their term of service.
5.1.4.2 Qualifications. Candidates for membership on the Endowment Fund Committee shall have been members of the Fellowship for a minimum of two years and shall not be current candidates for election to the CLC or the Nominating Committee.
5.1.4.3 Election. Endowment Fund Committee members are elected at the annual congregational meeting by members of the Fellowship by a majority vote. The slate proposed by the Nominating Committee shall be included in the written notice provided to the fellowship members ten days prior to the congregational meeting. Candidates may also be nominated from the floor. All candidates must agree to be nominated.
5.1.4.4 Vacancies. If a vacancy occurs on the Endowment Fund Committee, the remaining members will ask the nominating committee to nominate a replacement in a timely fashion to fill out the term. The CLC may either call a special meeting of the congregation to vote in a new member or call for the vote at the next annual or midyear congregational meeting.
5.1.4.5 Removal. Removal of an Endowment Fund Committee member may be prompted by the following conditions: 1) Persistent absence from meetings; or 2) Serious breaches of professional conduct or ethics. If members of the Endowment Fund Committee recommend the removal of a member to the CLC for any reason, the member may be removed from the Committee upon a vote of a majority of the membership of the Fellowship present and voting at any duly constituted meeting of the membership.
5.1.5 Ministerial Search Committee. When and if the Fellowship decides to search for a minister, a ministerial search committee may be formed and charged as outlined in the PPM.**
5.2 Committees Formed and Charged by the CLC. In order to facilitate the work of the Fellowship, the CLC may, at its discretion, form and charge committees to fulfill certain tasks and functions. These committees report to the CLC. A list of current committees, their purposes, chairs, and members are included in PPM** and the list is updated regularly by the UUFF office manager.
5.2.1 Standing Committees versus Ad hoc committees. Standing Committees are formed and charged by the CLC to carry out the regular, on-going work of the Fellowship. Ad Hoc Committees are formed and charged by the CLC for a specific purpose on a temporary basis, e.g. to complete a specific project.
5.2.2 Committee Purpose, Authority and Responsibility. When forming a committee, the CLC shall provide a formal charge to that committee outlining its purpose, authority and responsibilities. The chair is formally appointed and recognized at the CLC meeting at which the CLC votes to form the committee. The chairs are responsible for staffing their committees and directing committee meetings and functions. Committee chairs will inform the CLC of the roster of committee members. Committee chairs have the authority subsequently to add members as needed. A committee member may be removed for failure to attend regularly and/or participate. Committee chairs shall report any membership changes to the CLC in their regular progress reports. Committee reports to the CLC may be written or oral depending on need and length. Committee chairs do not have to appear in person to submit their reports.
5.2.3 Committee Duration. A Committee will continue to function as long as its purpose and responsibilities remain valid and necessary as determined by the committee itself and the CLC. Committees are expected to meet at least quarterly and to provide quarterly activity reports to the CLC. The CLC may decide to dissolve a committee if/when it deems that either the purpose and function are no longer needed or that the committee has failed to fulfill the purpose and function for which it was created and is unlikely to do so. The committee itself may request that it be dissolved for similar reasons.
5.2.4 Committee Fiscal Authority. Once a year, during the budget-building process, as outlined in the PPM**, each committee shall submit its budget request to the CLC based on discussions within the committee and with the wider Fellowship as deemed appropriate and necessary. The CLC, with support from the Finance Committee shall determine the budget amount for each committee to be included in the annual budget for approval by the congregation. Once the annual budget is approved, each committee may request the treasurer to expend funds to the limit of that committee’s budget allocation. Except in the case of formally identified joint projects, committees shall spend only their own money and may not fund the work of other committees. Committees can request additional funding by petitioning the CLC. At the end of the fiscal year, unexpended funds are returned to the general fund.
5.2.5 Committee Fund-raising. Committees and/or individuals may not engage in fundraising without making a formal request to the CLC by submitting a detailed proposal and having it approved as outlined in the PPM**. Fund-raising events that have become annual traditions may garner approval through simple notification to the CLC of the intent and dates.
ARTICLE 6. Minister. The members of the congregation acknowledge their need for a spiritual leader prepared by education, experience, and personal commitment to serve as minister. The minister is the religious and spiritual leader of the congregation. The minister and the members of the fellowship share the responsibility for the fellowship and its spiritual interests and activities. As the Fellowship grows, there may arise a need to add additional ministerial positions, a step that may be recommended by the minister and/or the CLC, recommended to the congregation by the CLC, and decided upon by the congregation at an annual, midyear, or special meeting.
6.1 Choosing a Minister. Very few things that a congregation does affect it as greatly, or are as important, as the choice of a minister. Well-chosen ministerial-congregational matches provide new life and purpose to an institution and help lead both parties well into the future. Therefore, our fellowship must ensure that we have a good process for determining what sort of ministry is desired (as defined by the UUA and outlined in the PPM) and for selecting a minister, also outlined in the PPM. **
6.2 Qualifications of the Minister. The minister shall meet the specific and general qualifications that the UUA has deemed necessary for recognition as a UU minister in good standing, shall have been formally recognized by the UUA as a UU minister or be an applicant for such accreditation, and shall be a member of the UU Ministers’ Association (UUMA).
6.3 Non-discrimination Clause. Race, color, disability, gender, gender identity and expression, sexual or affectional orientation, marital status, age, or national origin shall have no bearing on the choice or retention of a minister.
6.4 Terms of Employment. The minister will be employed under a written contract which clearly stipulates the specific duties, compensation and other conditions of employment. These specific duties, compensation, and conditions shall be congruent with these bylaws and with guidance from the UUA and shall be prescribed by the CLC, agreed to by the minister, approved by the congregation, and reviewed during each contract renewal. Changes in compensation need to be approved by a majority vote of the active members of the congregation present at the meeting. Details of the types of ministry possible, based on a congregation’s current needs, as cited by the UUA, are outlined in the PPM.**
6.5 Congregational Approval. When the CLC is prepared to recommend that a specific minister be hired, after completion of the process outlined in the PPM**, it shall either call a special congregational meeting or act at the next scheduled congregational meeting. At that meeting, a quorum of 40% of the current active membership is required. The CLC shall present the ministerial candidate’s name and credentials and provide a description of the proposed status and responsibilities of the minister. A two thirds majority vote by the members present is required to select a minister.
6.6 Ministerial Conduct. The minister’s conduct shall be in accord with the code of professional practice adopted by the UUMA. The relationship between the minister and the congregation shall be interpreted in accordance with the UUMA Guidelines for the Conduct of Ministry published by the UUA.
6.7 Shared Ministry. The CLC may appoint one or more individuals, with such terms and duties as it may decide, to serve on a Committee on Shared Ministries (CoSM). It may be instigated by the CLC itself or at the request of the minister to the CLC. The CoSM reports to the CLC.The committee’s purpose is to focus on any and all aspects of the congregation's ministry, including professional leadership, music, social justice, religious education, pastoral care, et. al., to ensure that all aspects of its functioning are serving its mission and vision.
6.8 Ministerial Status Review. From time to time, the Fellowship may want to re-examine its relationship with the minister. Such circumstances may arise when it is deemed desirable by the CLC or by the minister to change the scope of ministerial duties, change the minister’s status (See Types of Ministry outlined in the PPM**), and/or change the terms of the contract, or when questions arise about the minister’s performance. The CLC shall: (1) discuss the situation with the minister; (2) come to its own recommendations for action; and (3) either call a special congregational meeting or place the topic on the agenda for the next congregational meeting. The agenda shall include a summary of what changes are proposed and the rationale. A two-thirds vote by the active members present is required to approve/adopt the changes.
6.9 Dismissal. The minister may be dismissed, in accordance with procedures recommended by the UUA, by a two-thirds vote of the active members of the fellowship present at any meeting called for that purpose, a quorum for such meeting to be constituted at forty percent.
Article 7. Amendments to Bylaws.
Amendments to these bylaws may be made at any legal meeting of the Fellowship, provided a resolution containing the proposed amendment is set forth in the call for such a meeting. An affirmative vote of two thirds of the active members present shall be necessary for the adoption of the amendment.
Article 8. Dissolution of the Fellowship.
The Fellowship may be dissolved by a two-thirds vote of active members present at a congregational meeting. A quorum for such a meeting shall be 50% of the Fellowship members. In the event that the membership shall vote to dissolve the Fellowship, such dissolution and disposition of assets shall be accomplished pursuant to the applicable provisions of the Florida Not for Profit Law and any other applicable state and federal laws or regulations. All assets shall be transferred to the UUA for general purposes.
These Bylaws were approved and adopted by UUFF on March 6, 2022.
TABLE of CONTENTS
Purpose
Article 1. Name, Affiliation, Mission, and Vision
1.1 Name and Affiliation
1.2 Mission
1.3 Vision
Article 2. Nondiscrimination Commitment
Article 3. Membership
3.1 Membership Qualifications
3.2 Membership Requirements
3.3 Rights and Responsibilities of Members
3.3.1 Rights
3.3.2 Responsibilities
3.4 Membership Categories
3.5 Membership Withdrawal
3.6 Removal from Membership for Contribution Failure
3.7 Removal from Membership for Comportment Failure
Article 4. Congregational Authority, Responsibility and Decision-making
4.1 Governing authority and the power to delegate
4.2 Congregational Meetings
4.2.1 Annual Congregational Meeting
4.2.2 Midyear Congregational Meeting
4.2.3 Special Congregational Meetings
4.2.4 Meeting Quorum
4.2.5 Conduct of Meetings
4.2.6 Voting Method
4.2.7 Votes required for Congregational decisions
4.2.7.1 Decisions made by majority vote
4.2.7.2 Decisions requiring a two-thirds majority vote
4.2.8 Open Meetings
4.2.9 Executive Session
4.3 Fiscal Year
Article 5. Authority delegated by the Congregation
5.1 Committees/Leadership Groups Elected by the Congregation
5.1.2 Congregational Leadership Council
5.1.2.1 CLC Authority and Responsibility
5.1.2.2 Members
5.1.2.3 Qualifications
5.1.2.4 Nomination of candidates for CLC Membership
5.1.2.5 Selection of members and terms of service
5.1.2.6 Second Terms
5.1.2.7 Vacancies
5.1.2.8 Inability to find members to serve on CLC
5.1.2.9 CLC Officers
5.1.2.10 Removal of CLC Officers
5.1.2.11 Removal of CLC Members
5.1.3 Nominating Committee
5.1.3.1 Members, Chair and Terms of Service
5.1.3.2 Qualifications
5.1.3.3 Election
5.1.3.4 Vacancies
5.1.3.5 Removal
5.1.4. Endowment Fund Committee
5.1.4.1 Members, Chair, and Terms of Service
5.1.4.2 Qualifications
5.1.4.3 Election
5.1.4.4 Vacancies
5.1.4.5 Removal
5.1.5 Ministerial Search Committee
5.2. Committees Formed and Charged by the CLC
5.2.1 Standing Committees versus Ad Hoc Committees
5.2.2 Committee Purpose, Authority and Responsibility
5.2.3 Committee Duration
5.2.4 Committee Fiscal Authority
5.2.5 Committee Fund-raising
ARTICLE 6. Minister
6.1 Choosing a Minister
6.2. Qualifications of the Minister
6.3 Non-Discrimination Clause
6.4 Terms of Employment
6.5 Congregational Approval
6.6 Ministerial Conduct
6.7 Shared Ministry
6.8 Ministerial Status Review
6.9 Dismissal
Article 7. Amendments to the Bylaws
Article 8. Dissolution of the Fellowship
BYLAWS FOR THE UNITARIAN UNIVERSALIST FRIENDSHIP FELLOWSHIP
Purpose: These bylaws are designed to ensure the continuation and growth of our spiritual community, to enable us to successfully pursue our shared mission and vision together, to provide structure and guidance for us to govern ourselves through the democratic process to which we have committed, and to outline the roles and responsibilities of each element of the governance structure.
These bylaws outline the formal structure of the Fellowship and allow for maintaining and revising that structure. Bylaws are by necessity and definition brief and concise. The details of how the Fellowship functions are contained in the Policies and Procedures Manual (PPM) which supports the bylaws and spells out the specifics regarding how the Fellowship conducts itself and the business of the Fellowship. Policies and Procedures are developed and enacted by the Congregational Leadership Council (CLC) which is elected by the congregation. This allows for timely adjustments to the functioning of the Fellowship.
Article 1. Name, Affiliation, Mission, and Vision
1.1 Name and Affiliation. The name of this organization is the Unitarian Universalist Friendship Fellowship (UUFF). UUFF is a member of the Unitarian Universalist Association (UUA) (Society Number 2923) and the Southern Region or their successors.
1.2 Mission. UUFF is a religious community of compassionate, open-minded truth seekers dedicated to:
- Caring for our members through mutual respect, friendship and support;
- Exploring intellectual and spiritual ideas in pursuit of truth and understanding;
- Using our collective voice, efforts, and resources in the service of social justice; and
- Creating intellectual and philanthropic opportunities that welcome, engage, and include the wider community
Article 2. Nondiscrimination Commitment
UUFF is a Welcoming Congregation as designated by the UUA. We affirm and promote the full participation of all persons in sympathy with our mission and vision in all our activities and endeavors, including but not limited to membership, programming, staffing, hiring, and the calling of religious professionals, without regard to race, color, ethnicity, gender, gender identity and expression, sexual or affectional orientation, physical or mental challenge, age, class, or national origin, or other forms of diversity.
Article 3. Membership
3.1 Membership Qualifications. Any person who is at least 18 years of age, who is in sympathy with the mission and purpose of the Fellowship, who is committed to honoring the Covenant of Right Relations**, who has acquired an informed understanding of Unitarian Universalism, and who has read our bylaws is qualified to become a member of UUFF. Potential members should follow the path to membership as outlined in the UUFF PPM available in the Fellowship office.**
3.2. Membership Requirements. To become a member, each person shall have fulfilled the qualifications listed above, shall sign the membership book, shall complete new member orientation as outlined in the PPM**, and shall make an identifiable annual financial contribution within their means in support of the Fellowship. The pledging process is outlined in the PPM.** When a couple joins together, they should sign and be listed separately with each being considered individually as to rights and privileges. They may pledge jointly.
3.3 Rights and Responsibilities of Members. Individuals who have met the requirements of Articles 3.1 and 3.2 above and who have assumed the responsibilities as set forth in Article 3.3.2 are active members of UUFF and are entitled to the benefits contained herein. This is the only category of membership that shall be included in the official membership count of the congregation, which is also provided to the UUA.
3.3.1 Rights. Members shall have full voting rights one month after signing the Membership Book and meeting the qualifications and requirements outlined in 3.1 and 3.2. Members are eligible to serve on all committees.
3.3.2 Responsibilities. The responsibilities of membership include participation in the life of the Fellowship and on-going support of the Fellowship with an annual financial contribution within one’s means. Members and dual members (those who are members of more than one UU congregation) who have not made an annual financial contribution shall be deemed inactive members as outlined in the PPM.** Members who serve as committee members or chairs are obligated to abide by the duties and responsibilities specified for those committees.
3.4 Membership Categories. Categories of Membership and their respective rights and responsibilities are detailed in the PPM.**
3.5 Membership Withdrawal. A member of UUFF may withdraw from the Fellowship by written notice to the minister, or the CLC chair, or the Membership Committee chair, each of whom shall inform the others. Membership withdrawals will be noted (with names) in the CLC minutes.
3.6 Removal from Membership for Contribution Failure. Members who have not made an identifiable contribution within a fiscal year can be removed from active membership.
3.7 Removal from Membership for Comportment Failure. Members whose behavior has become detrimental to the spirit of the congregation can be removed from any and all membership through the process outlined in the PPM.**
Article 4. Congregational Authority, Responsibility, Meetings and Decision-making.
4.1 Governing authority and the power to delegate. Governing authority and the power to delegate that authority lie entirely with the congregational membership. Decisions by the congregation are made at congregational meetings.
4.2 Congregational Meetings. Congregational meetings shall be duly announced by a written notice to the Fellowship members by mail, email and/or newsletter to ensure that all members are informed at least ten days before the date of the meeting. The notice will include the date, time and venue of the meeting and provide an agenda with action items. Fellowship members may attend in person or remotely. In addition, if one or more elections are to be held at the meeting, the slate or slates of candidates to be presented by the Nominating Committee shall be included as part of the written notice. Meetings will be scheduled, to the degree possible, to maximize participation by Fellowship members.
4.2.1 Annual Congregational Meeting. The annual congregational meeting shall be held in March at a date and place fixed by the CLC and duly announced as outlined in 4.2 above. The agenda shall include approval of minutes from the previous congregational meeting, reports by the chair, treasurer, and committees, election of CLC members, election of Nominating Committee member(s), election of Endowment Fund Committee members, adoption of the following fiscal year budget, and other topics the CLC wishes to have discussed or determined or submitted for approval. Subjects raised from the floor may be acted upon except when the bylaws require advance notice.
4.2.2 Midyear Congregational Meeting. The midyear congregational meeting shall be held in September or October, the date and place fixed by the CLC and duly announced as outlined in 4.2 above. The agenda shall include approval of minutes from the previous congregational meeting, reports by the chair, treasurer, and committees, and other topics the CLC wishes to have discussed or determined or submitted for approval. Subjects raised from the floor may be acted upon except where the bylaws require advance notice.
4.2.3 Special Congregational Meetings. Special congregational meetings may be called by the CLC. Within four weeks of receiving a written request for a special congregational meeting from ten or more members or at the initiation of the CLC, the CLC shall call such a meeting, the date and time fixed by the CLC and duly announced as outlined in 4.2 above. The business transacted at a special congregational meeting shall be limited to that specified in the notice.
4.2.4 Meeting Quorum. Thirty percent (30%) or more of the active members of the Fellowship shall constitute a quorum which is required for annual congregational meetings, midyear congregational meetings, and special congregational meetings. Meetings to approve the appointment of a minister or to dismiss a minister require a 40% membership quorum. A meeting to dissolve the Fellowship requires a 50% membership quorum.
4.2.5 Conduct of Meetings. Meetings shall be conducted in accordance with the most recent version of Robert’s Rules of Order. The chair of the CLC presides.
4.2.6 Voting Method. The usual method of voting shall be by voice vote which shall include those attending remotely. In cases of elections when there are more candidates than offices or when a sensitive issue is to be decided, voting may be by hand count or secret ballot at the request of members or at the discretion of the presiding officer. Remote attendees will send their secret vote by text or e-mail to the person in charge. Voting by absentee ballot or proxy is not permitted.
4.2.7 Votes required for Congregational Decisions. Except as provided in Article 4.2.7.2, below, a majority of the votes cast at a congregational meeting shall be sufficient for the adoption of any motion that may properly come before the congregation. A majority shall consist of more than fifty percent of the votes cast. In the event of a tie vote, the motion, proposition, or action being voted upon fails.
4.2.7.1 Decisions Made by Majority Vote:
- Electing members of the Congregational Leadership Council (CLC).
- Electing members of the Nominating Committee.
- Electing members of the Endowment Fund Committee.
- Removing members of the CLC, members of the Nominating Committee, or members of the Endowment Fund Committee.
- Approving a CLC recommendation to search for a minister.
- Electing ministerial search committee members.
- Adopting or changing the annual budget.
- Changing ministerial compensation.
- Selecting a minister.
- Changing the status of a minister.
- Termination of a minister’s contract.
- Obligating indebtedness.
- Buying, selling, or converting real property.
- Dissolving the Fellowship.
- Amending or revising bylaws.
Meetings of the CLC and of committees charged by the CLC are open to the congregation. Reasonable written notice of the meetings shall be given by mail, e-mail, or newsletter, and minutes of the meetings, when taken, must be available to the congregation with the exception of confidential material discussed in executive session.
4.2.9 Executive Session. The CLC and committees formed and charged by the CLC may choose to go into executive session for the discussion of personnel issues and other confidential matters. Regular business is never conducted in executive session.
4.3 Fiscal Year. The fiscal year of the Fellowship shall be from April 1 through March 31 of the following year.**
Article 5. Authority Delegated by the Congregation
In order to facilitate the functioning of the Fellowship in pursuit of its mission and vision, authority and responsibility for certain aspects of congregational life are delegated, as in all democracies, by the congregation to smaller groups of members chosen by the membership as indicated below.
5.1 Committees/Leadership Groups Elected by the Congregation. There are several high level leadership groups essential to the governance and functioning of the Fellowship whose members are elected by the congregation as a whole to assume authority and responsibility to act on behalf of the Fellowship. These groups include the CLC, the Nominating Committee, the Endowment Fund Committee, and the Ministerial Search Committee, whose responsibilities are, respectively, to govern the Fellowship, to nominate congregants to serve on the first three groups, to manage gifts and bequests, and to guide the selection of a minister to lead and serve the Fellowship. The CLC does not govern these committees, per se, although it does ensure their existence and that their duties are accomplished. No Fellowship member shall serve on more than one of these committees concurrently.
5.1.2 Congregational Leadership Council. Authority and responsibility for the day to day functioning of the Fellowship is delegated to the CLC. The CLC shall be the legal representative of the Fellowship.
5.1.2.1 CLC Authority and Responsibility. The CLC shall have primary authority and responsibility for all activities of the Fellowship, for establishing policies and procedures, for general business and administrative affairs, and for oversight of the assets of the Fellowship with the exception of the Endowment Fund which is overseen by the Endowment Fund Committee. The CLC shall appoint such standing and ad hoc committees as may be necessary or desirable to carry out the aims and objectives of the Fellowship. The CLC may adopt such rules of procedure for its functioning as the majority of its members shall deem necessary. Decisions by the CLC will be made by majority vote. The CLC monitors Fellowship expenditures and directs the Fellowship budget process based on funding needs and requests and priorities submitted by committees and other appropriate congregants as outlined in the PPM**. Working closely with the treasurer and the Finance Committee, the CLC recommends a fiscal year budget for approval by the congregation at the annual meeting. More specific duties and responsibilities of the CLC are outlined in the PPM.**
5.1.2.2 Members. The CLC shall consist of six members, three of whom are elected each year.
5.1.2.3. Qualifications. In general, candidates for the CLC shall have been fellowship members for at least one year prior to their candidacy and shall have consented to their nomination.
5.1.2.4. Nomination of Candidates for CLC Membership. The Nominating Committee shall identify qualified candidates for election to the CLC. These candidates shall, with approval from the candidate, be placed in nomination. Qualified candidates, with approval from the candidate, may also be nominated from the floor.
5.1.2.5 Selection of members and terms of service. At each annual meeting of the congregation there shall be chosen by majority vote at least three CLC members to serve two year terms so that three of the members rotate off the CLC each year and three new members are elected by the congregation.
5.1.2.6 Second Terms. Members may be elected to the CLC for a second term through the regular election process. After two terms, members may not serve again for one year.
5.1.2.7 Vacancies. If a vacancy occurs on the CLC, the remaining members of the CLC will ask the Nominating Committee to nominate a replacement to fill out the term of the person to be replaced and may offer recommendations if desired. The CLC may either call a special meeting of the congregation to vote in a new member of the CLC or wait until the next annual or midyear congregational meeting.
5.1.2.8 Inability to Find Members to Serve on CLC. Failure to identify enough members of the congregation willing to serve on the CLC will necessarily result in calling a special congregational meeting to discuss revising the leadership structure of the Fellowship.
5.1.2.9 CLC Officers. The CLC shall have a chair (or co-chairs), a vice chair, secretary, and treasurer elected by the CLC from among its own members. These officers shall also serve as the officers of the corporation. The same person may not simultaneously serve in more than one officer position on the CLC. If the CLC is unable to identify a secretary and/or treasurer from among the CLC membership, the CLC may appoint, by consensus, a member of the fellowship to serve in that capacity as outlined in the PPM.**
5.1.2.10 Removal of CLC Officers. A CLC officer who fails to appropriately carry out their responsibilities may be removed from office by a majority vote of the CLC.
5.1.2.11 Removal of CLC Members. Removal of a CLC member may be prompted by the following conditions: 1) Persistent absence from the council meetings, defined as unexcused absence from regularly scheduled meetings during three consecutive months; or 2) Serious comportment issues. If the CLC votes to recommend the removal of a CLC member for any reason, the member may be removed from the CLC upon a vote of a majority of the membership of the Fellowship present and voting at any duly constituted meeting of the membership.
5.1.3 Nominating Committee. The congregation delegates to the Nominating Committee the responsibility for identifying qualified candidates to serve on the CLC as well as candidates to serve on the Nominating Committee and the Endowment Fund Committee.
5.1.3.1 Members, Chair, and Terms of Service. The Nominating Committee shall consist of three members, each of whom shall serve a three year term. One member is elected each year to replace the member whose term expires. The committee members, once elected, will choose one of their members to serve as chair for one year. No member shall serve as chair more than one year during their term of service.
5.1.3.2 Qualifications. Candidates for membership on the Nominating Committee shall have been members of the Fellowship for a minimum of two years and shall not be current candidates for election to the CLC or the Endowment Fund Committee. Ideally, at least one member of the Nominating Committee shall have served previously on the CLC.
5.1.3.3 Election. Nominating Committee members are elected at the annual congregational meeting by active members of the Fellowship by a majority vote. The slate or slates of candidates proposed by the Nominating Committee shall be included in the written notice provided to fellowship members ten days prior to the congregational meeting. Candidates may also be nominated from the floor. All candidates must agree to be nominated.
5.1.3.4 Vacancies. If a vacancy or vacancies occur on the Nominating Committee, the remaining committee members shall provide a candidate or slate of candidates for election at the next congregational meeting for the purpose of electing a replacement or replacements. If time is of the essence, the Nominating Committee may ask the CLC to call a special congregational meeting for the purpose of electing a replacement or replacements. Nominations may be made from the floor. Members selected to fill vacancies will serve for the remainder of the terms vacated.
5.1.3.5 Removal. Removal of a Nominating Committee member may be prompted by the following conditions: 1) Persistent absence from meetings; or 2) Serious breaches of professional conduct or ethics. A Nominating Committee member may be removed by a majority vote of active members present at a congregational meeting.
5.1.4 The Endowment Fund Committee. The congregation delegates to the Endowment Fund Committee the responsibility for stewardship of all monies, gifts, and bequests to the Endowment Fund.
5.1.4.1 Members, Chair, and Terms of Service. The Endowment Fund Committee shall consist of three members, each of whom shall serve a three year term after the initial staggering at formation. One member is elected each year to replace the member whose term expires. The committee members, once elected, will choose one of their members to serve as chair for one year. No member shall serve as chair more than one year during their term of service.
5.1.4.2 Qualifications. Candidates for membership on the Endowment Fund Committee shall have been members of the Fellowship for a minimum of two years and shall not be current candidates for election to the CLC or the Nominating Committee.
5.1.4.3 Election. Endowment Fund Committee members are elected at the annual congregational meeting by members of the Fellowship by a majority vote. The slate proposed by the Nominating Committee shall be included in the written notice provided to the fellowship members ten days prior to the congregational meeting. Candidates may also be nominated from the floor. All candidates must agree to be nominated.
5.1.4.4 Vacancies. If a vacancy occurs on the Endowment Fund Committee, the remaining members will ask the nominating committee to nominate a replacement in a timely fashion to fill out the term. The CLC may either call a special meeting of the congregation to vote in a new member or call for the vote at the next annual or midyear congregational meeting.
5.1.4.5 Removal. Removal of an Endowment Fund Committee member may be prompted by the following conditions: 1) Persistent absence from meetings; or 2) Serious breaches of professional conduct or ethics. If members of the Endowment Fund Committee recommend the removal of a member to the CLC for any reason, the member may be removed from the Committee upon a vote of a majority of the membership of the Fellowship present and voting at any duly constituted meeting of the membership.
5.1.5 Ministerial Search Committee. When and if the Fellowship decides to search for a minister, a ministerial search committee may be formed and charged as outlined in the PPM.**
5.2 Committees Formed and Charged by the CLC. In order to facilitate the work of the Fellowship, the CLC may, at its discretion, form and charge committees to fulfill certain tasks and functions. These committees report to the CLC. A list of current committees, their purposes, chairs, and members are included in PPM** and the list is updated regularly by the UUFF office manager.
5.2.1 Standing Committees versus Ad hoc committees. Standing Committees are formed and charged by the CLC to carry out the regular, on-going work of the Fellowship. Ad Hoc Committees are formed and charged by the CLC for a specific purpose on a temporary basis, e.g. to complete a specific project.
5.2.2 Committee Purpose, Authority and Responsibility. When forming a committee, the CLC shall provide a formal charge to that committee outlining its purpose, authority and responsibilities. The chair is formally appointed and recognized at the CLC meeting at which the CLC votes to form the committee. The chairs are responsible for staffing their committees and directing committee meetings and functions. Committee chairs will inform the CLC of the roster of committee members. Committee chairs have the authority subsequently to add members as needed. A committee member may be removed for failure to attend regularly and/or participate. Committee chairs shall report any membership changes to the CLC in their regular progress reports. Committee reports to the CLC may be written or oral depending on need and length. Committee chairs do not have to appear in person to submit their reports.
5.2.3 Committee Duration. A Committee will continue to function as long as its purpose and responsibilities remain valid and necessary as determined by the committee itself and the CLC. Committees are expected to meet at least quarterly and to provide quarterly activity reports to the CLC. The CLC may decide to dissolve a committee if/when it deems that either the purpose and function are no longer needed or that the committee has failed to fulfill the purpose and function for which it was created and is unlikely to do so. The committee itself may request that it be dissolved for similar reasons.
5.2.4 Committee Fiscal Authority. Once a year, during the budget-building process, as outlined in the PPM**, each committee shall submit its budget request to the CLC based on discussions within the committee and with the wider Fellowship as deemed appropriate and necessary. The CLC, with support from the Finance Committee shall determine the budget amount for each committee to be included in the annual budget for approval by the congregation. Once the annual budget is approved, each committee may request the treasurer to expend funds to the limit of that committee’s budget allocation. Except in the case of formally identified joint projects, committees shall spend only their own money and may not fund the work of other committees. Committees can request additional funding by petitioning the CLC. At the end of the fiscal year, unexpended funds are returned to the general fund.
5.2.5 Committee Fund-raising. Committees and/or individuals may not engage in fundraising without making a formal request to the CLC by submitting a detailed proposal and having it approved as outlined in the PPM**. Fund-raising events that have become annual traditions may garner approval through simple notification to the CLC of the intent and dates.
ARTICLE 6. Minister. The members of the congregation acknowledge their need for a spiritual leader prepared by education, experience, and personal commitment to serve as minister. The minister is the religious and spiritual leader of the congregation. The minister and the members of the fellowship share the responsibility for the fellowship and its spiritual interests and activities. As the Fellowship grows, there may arise a need to add additional ministerial positions, a step that may be recommended by the minister and/or the CLC, recommended to the congregation by the CLC, and decided upon by the congregation at an annual, midyear, or special meeting.
6.1 Choosing a Minister. Very few things that a congregation does affect it as greatly, or are as important, as the choice of a minister. Well-chosen ministerial-congregational matches provide new life and purpose to an institution and help lead both parties well into the future. Therefore, our fellowship must ensure that we have a good process for determining what sort of ministry is desired (as defined by the UUA and outlined in the PPM) and for selecting a minister, also outlined in the PPM. **
6.2 Qualifications of the Minister. The minister shall meet the specific and general qualifications that the UUA has deemed necessary for recognition as a UU minister in good standing, shall have been formally recognized by the UUA as a UU minister or be an applicant for such accreditation, and shall be a member of the UU Ministers’ Association (UUMA).
6.3 Non-discrimination Clause. Race, color, disability, gender, gender identity and expression, sexual or affectional orientation, marital status, age, or national origin shall have no bearing on the choice or retention of a minister.
6.4 Terms of Employment. The minister will be employed under a written contract which clearly stipulates the specific duties, compensation and other conditions of employment. These specific duties, compensation, and conditions shall be congruent with these bylaws and with guidance from the UUA and shall be prescribed by the CLC, agreed to by the minister, approved by the congregation, and reviewed during each contract renewal. Changes in compensation need to be approved by a majority vote of the active members of the congregation present at the meeting. Details of the types of ministry possible, based on a congregation’s current needs, as cited by the UUA, are outlined in the PPM.**
6.5 Congregational Approval. When the CLC is prepared to recommend that a specific minister be hired, after completion of the process outlined in the PPM**, it shall either call a special congregational meeting or act at the next scheduled congregational meeting. At that meeting, a quorum of 40% of the current active membership is required. The CLC shall present the ministerial candidate’s name and credentials and provide a description of the proposed status and responsibilities of the minister. A two thirds majority vote by the members present is required to select a minister.
6.6 Ministerial Conduct. The minister’s conduct shall be in accord with the code of professional practice adopted by the UUMA. The relationship between the minister and the congregation shall be interpreted in accordance with the UUMA Guidelines for the Conduct of Ministry published by the UUA.
6.7 Shared Ministry. The CLC may appoint one or more individuals, with such terms and duties as it may decide, to serve on a Committee on Shared Ministries (CoSM). It may be instigated by the CLC itself or at the request of the minister to the CLC. The CoSM reports to the CLC.The committee’s purpose is to focus on any and all aspects of the congregation's ministry, including professional leadership, music, social justice, religious education, pastoral care, et. al., to ensure that all aspects of its functioning are serving its mission and vision.
6.8 Ministerial Status Review. From time to time, the Fellowship may want to re-examine its relationship with the minister. Such circumstances may arise when it is deemed desirable by the CLC or by the minister to change the scope of ministerial duties, change the minister’s status (See Types of Ministry outlined in the PPM**), and/or change the terms of the contract, or when questions arise about the minister’s performance. The CLC shall: (1) discuss the situation with the minister; (2) come to its own recommendations for action; and (3) either call a special congregational meeting or place the topic on the agenda for the next congregational meeting. The agenda shall include a summary of what changes are proposed and the rationale. A two-thirds vote by the active members present is required to approve/adopt the changes.
6.9 Dismissal. The minister may be dismissed, in accordance with procedures recommended by the UUA, by a two-thirds vote of the active members of the fellowship present at any meeting called for that purpose, a quorum for such meeting to be constituted at forty percent.
Article 7. Amendments to Bylaws.
Amendments to these bylaws may be made at any legal meeting of the Fellowship, provided a resolution containing the proposed amendment is set forth in the call for such a meeting. An affirmative vote of two thirds of the active members present shall be necessary for the adoption of the amendment.
Article 8. Dissolution of the Fellowship.
The Fellowship may be dissolved by a two-thirds vote of active members present at a congregational meeting. A quorum for such a meeting shall be 50% of the Fellowship members. In the event that the membership shall vote to dissolve the Fellowship, such dissolution and disposition of assets shall be accomplished pursuant to the applicable provisions of the Florida Not for Profit Law and any other applicable state and federal laws or regulations. All assets shall be transferred to the UUA for general purposes.
These Bylaws were approved and adopted by UUFF on March 6, 2022.
REVISED BYLAWS OF THE FRIENDSHIP FELLOWSHIP AT PINEDA
as Adopted on November 21, 1993
as Amended on March 31, 1996
as Amended on February 16, 1997
as Amended on October 19, 1997
as Revised on October 26, 2003
as Revised on October 16, 2005
as Revised on March 20, 2011
as Revised on April 6, 2015
as Revised on March 20, 2016
as Revised on March 25, 2018
as Revised on October 7, 2020
ARTICLE 1
Name, Purpose, and Denominational Affiliation
1.1 Name: The name of this organization shall be “The Friendship Fellowship at Pineda (Unitarian Universalist).”
1.2 Purpose: The purpose of this Fellowship is to provide an organization in which people can find intellectual, emotional, and spiritual companionship and inspiration in such liberal traditions as are found in Unitarian Universalism.
1.3 Bylaws: These Bylaws establish a general structure within which the Fellowship can achieve its purpose in an orderly and able manner.
1.4 Denominational Affiliation: This Fellowship is affiliated with the Unitarian Universalist Association. It is Society Number 2923 in District 62.
1.5 Nondiscrimination Clause: This congregation affirms and promotes the full participation of persons in all our activities and endeavors, including membership, programming, hiring practices, and the calling of religious professionals without regard to race, color, gender, gender identity, affectional and expression, sexual orientation, age, or national origin.
ARTICLE 2
Membership
2.1 Member: A member is any person at least 16 years of age who is in sympathy with the purpose of this Fellowship and has undertaken to acquire an informed understanding of Unitarian Universalism, has read the Bylaws, has signed the Membership Book, and has made an identifiable contribution for Fellowship financial support.
2.2 Resignation: A member may resign by submitting a signed and dated letter of resignation to the Congregational Leadership Committee.
2.3 Termination: Membership may be terminated by a two thirds vote of the Congregational Leadership Committee if the member acts or speaks in a manner that indicates that the member is no longer in sympathy with the purpose of the Fellowship
ARTICLE 3
Governance
3.1 Authority: Authority and the power to delegate lies with the Congregation Membership. Authority is organized, delegated, and converted into action by committees.
3.1.1 Authority Reserved to Membership requiring a majority vote:
3.1.1.1 Electing Chair, Vice Chair, and Members of the Congregational Leadership Committee (CLC).
3.1.1.2 Electing Members of the Nominating Committee.
3.1.1.3 Removing Chair, Vice Chair, or Members of the CLC, or members of the Nominating Committee.
3.1.1.4 Approving a CLC recommendation to search for a Minister.
3.1.1.5 Electing Ministerial Search Committee Members.
3.1.1.6 Adopting or changing the Annual Budget.
3.1.2 Authority Reserved to Membership requiring a two-thirds majority vote:
3.1.2.1 Selecting a Minister.
3.1.2.2 Changing the status of a Minister.
3.1.2.3 Affirmation of a Minister.
3.1.2.4 Obligating indebtedness.
3.1.2.5 Buying, selling, or converting real property.
3.1.2.6 Dissolving the Fellowship.
3.1.2.7 Amending or revising Bylaws.
3.1.3 Fiscal Signature Authority: The Chair of the CLC and the Treasurer or Assistant Treasurer or Acting Treasurer are authorized signatories on financial accounts and financial documents of the Fellowship. As agents of the Fellowship, they are authorized to sign evidences of indebtedness. The Treasurer or Assistant Treasurer or Acting Treasurer is responsible for establishing spending priorities.
3.1.4 Committee Authority: Each Committee may request the Treasurer or Assistant Treasurer or Acting Treasurer to expend funds to the limit of that committee’s budget allocation.
3.2 Congregational Leadership Committee: The CLC shall have primary responsibility for the activities of the Fellowship, coordination of the work of committees, and shall have oversight responsibility for the assets of the Fellowship.
3.2.1 Duties: The CLC has the following duties:
3.2.1.1 Policy: Establish fundamental policies that guide the operation and growth of the Fellowship. The CLC may articulate and codify policies in a Policies and Practices Manual.
3.2.1.2 Personnel: Hire, contract, dismiss, define duties, fix compensation, and delineate the terms and conditions of employment or contractual association.
3.2.1.3 Fiscal: (1) Recommend an annual budget at the Annual Congregational Meeting; (2) Monitor Fellowship expenditures; (3) Plan fund-raising activities; (4) Recommend to the congregation that it undertake new indebtedness.
3.2.1.4 Facilities: (1) Monitor the adequacy of Fellowship physical facilities and plan for their expansion and/or replacement as needed and permitted by financial capabilities; (2) Decide what organizations may use the physical facilities of the Fellowship and the terms and conditions of use.
3.2.1.5.1 Financial: In an emergency that requires immediate action the CLC Chair with concurrence from the CLC may spend funds from the financial assets of the Fellowship to a limit of (an amount equal to) fifteen (15) percent of the budget.
3.2.2 Members: The CLC shall consist of eight members. The Chair, Vice Chair, Secretary, and Treasurer of the CLC are Officers of the Corporation.
3.2.3 Terms and Staggering: In General, members of the CLC each serve two-year terms. In the case of the Chair and Vice Chair terms may be staggered such that these two positions do not rotate at the same time. The Secretary is selected one year and the Treasurer selected in the next year; there being an exception for Acting Secretary and Assistant Treasurer or Acting Treasurer, each of whose term expires at the consensus of the CLC. The terms of two of the other four Members expire each year and their replacements elected.
3.2.3.4 Co-Chairs of the CLC: In the event that a single candidate for the Chair of the CLC cannot be found, it is permissible for two members of the congregation to serve as co-chairs of the CLC and to be so elected. Tenure can be one or two years. In this case the position of Vice-Chair becomes redundant and is not filled.
3.2.4 Selection: The Chair and Vice Chair and Members are elected at an Annual Congregational Meeting by members of the Fellowship. The Secretary and Treasurer are selected from CLC members by consensus of the CLC. The order of election shall be (1) Chair or Vice Chair, (2) Remaining Members of the CLC. If two or more candidates are nominated for the position of Chair or Vice Chair, those not elected to that position shall be placed in nomination as Members of the CLC.
3.2.4.1 Qualifications: Candidates for the CLC shall be Fellowship members prior to their candidacy and shall have consented to nomination.
3.2.4.2 Nominating Committee Selections: Candidates selected by the Nominating Committee shall be placed in nomination.
3.2.4.3 Nominations from the Floor: Qualified candidates may be nominated from the floor.
3.2.4.4 Votes Necessary for Election: A majority of votes cast is necessary for election to the CLC.
3.2.4.5 Runoff to Provide Majority: If an insufficient number of candidates receive a majority, then one or more runoff elections shall be held among the remaining candidates, with the candidates receiving majority votes at each successive runoff election being added to the roster of those elected until a sufficient number of candidates has been elected by a majority vote.
3.2.4.6 Breaking Ties: If two or more majority candidates tie and if placing those who are tied in the positions would result in the positions having too many members, then a runoff election among those tied shall be held and the open positions filled first by the candidate receiving the most votes and then by the candidate receiving the next larger number of votes, until the positions are filled.
3.2.5 Duties of the Officers: Duties of the Officers consist of the following:
3.2.5.1 Chair: (1) Prepare agendas and preside at Congregational Meetings and of the CLC; (2) Represent the Fellowship on occasions where such representation is required; (3) Execute documents; (4) Appoint Parliamentarian at meetings as necessary; (5) Serve as ex-officio member, without a vote, on committees; (6) Appoint chairs of committees with the advice and consent of the CLC; (7) Create ad-hoc committees with the advice and consent of the CLC.
3.2.5.2 Vice Chair: (1) Assist Chair in the duties of that office; (2) Execute the duties of the office of the Chair of the CLC in the absence of the Chair.
3.2.5.3 Secretary: (1) Prepare minutes of each Congregational and CLC Meeting; (2) Prepare reports other than those that are the responsibility of the Chair, the Treasurer, or committee chairs; (3) Prepare notices of meetings of the Congregation and CLC; (4) Conduct official correspondence; (5) Is Custodian of corporate papers.
3.2.5.4 Treasurer: (1) Receive and maintain custody of Fellowship funds; (2) Maintain accounts in the name of the Fellowship in banks or other financial institutions; (3) Make disbursements; (4) Keep a record of income and expenditures; (5) Present financial reports at each regular CLC meeting and at each Annual and Midyear Congregational Meeting; (6) File tax reports; (7) Coordinate with the Membership Committee concerning the list of Fellowship members, (8) Provide access to financial records for audits.
3.2.6 Vacancies: Elections to fill vacancies that occur on the CLC shall be held at the next Congregational Meeting, provided there is time to select candidates between the occurrence of the vacancy and the upcoming Congregational Meeting. If there is not time to select candidates, the election to fill the vacancy shall be postponed until the following regularly scheduled Congregational Meeting.
3.2.6.1 Vacancy in a Member Seat: The seat shall be left vacant until filled by election at the next regularly scheduled Congregational Meeting.
3.2.6.2 Vacancy in Chair: The Vice Chair shall fill the position of Chair until filled by election at the next regularly scheduled Congregational Meeting.
3.2.6.3 Vacancy in Vice Chair: The CLC shall elect a replacement from among members of the CLC other than the Chair to serve until the next regularly scheduled Congregational Meeting.
3.2.6.4 Vacancy in Secretary: The CLC shall appoint a replacement from among members of The CLC or shall appoint by consensus a Fellowship member to the position of “Acting Secretary” to perform the duties as Secretary. Acting Secretary position is Officer of the Corporation but non-voting on the CLC.
3.2.6.5 Vacancy in Treasurer: The CLC shall appoint a replacement from among members of The CLC or shall appoint by consensus a Fellowship member to the position of “Assistant Treasurer” or “Acting Treasurer” to perform the duties as Treasurer. Assistant Treasurer or Acting Treasurer position is Officer of the Corporation but non-voting on the CLC. Alternatively the CLC may contract a Bookkeeping Service.
3.2.7 Removal: An Officer or Member or Acting Secretary or Assistant Treasurer or Acting Treasurer may be removed by a majority vote of Fellowship members present at a Congregational Meeting.
3.3 Nominating Committee: The Nominating Committee shall consist of three members, each of whom shall have been a member of the Fellowship for a minimum of two years and is not a candidate for election to the CLC.
3.3.1 Duties: The Nominating Committee has the following duties:
3.3.1.1: Provide a slate of qualified candidates for election as Chair and Vice Chair of the CLC and as members of the CLC.
3.3.1.2: Provide a candidate or a slate of candidates for election to the succeeding year Nominating Committee.
3.3.1.3: If a vacancy occurs in the Chair or Vice Chair or among the other members of the CLC, provide a candidate or slate of qualified candidates for election to the vacant seat or seats at the next regularly scheduled Congregational Meeting. The slate must contain at least as many candidates as there are positions to be filled.
3.3.2 Terms and Staggering: Members of the Nominating Committee each serve a three-year term. One member is elected each year to replace the member whose term expires.
3.3.3 Selection: Nominating Committee Members are elected at Annual Congregational Meetings by members of the Fellowship. Their elections follow the CLC elections.
3.3.3.1 Nominating Committee Selections: Candidates selected by the Nominating Committee shall be placed in nomination.
3.3.3.2 Nominations from the Floor: Candidates may be nominated from the floor.
3.3.3.3 Votes Necessary for Election: A majority of votes cast is necessary for election.
3.3.3.4 Runoff to Provide Majority: If an insufficient number of candidates receive a majority, then one or more runoff elections shall be held among the remaining candidates, with the candidates receiving majority votes at each successive runoff election being added to the roster of those elected until a sufficient number of candidates has been elected by a majority vote.
3.3.3.5 Breaking Ties: If two or more majority candidates tie and if placing those who are tied in the positions would result in the positions having too many members, then a runoff election among those tied shall be held and the open positions filled first by the candidate receiving the most votes and then by the candidate receiving the next larger number of votes, until the positions are filled.
3.3.4 Vacancies: If a vacancy occurs on the Nominating Committee, the Nominating Committee remaining members shall provide a candidate or slate of candidates for election at the next Congregational Meeting for the purpose of electing a replacement or replacements. If time is of the essence, the Nominating Committee may ask the CLC to call a Special Congregational Meeting for the purpose of electing a replacement or replacements. Nominations may be made from the floor. Vacancies revert to the greater of three-year, two-year, and one-year terms in consonance with the vacated terms; remaining Nominating Committee Member(s) adjust their terms accordingly.
3.3.5 Removal: A Nominating Committee Member may be removed by a majority vote of Fellowship members present at a Congregational Meeting.
ARTICLE 4
Meetings
4.1 CLC Meetings
4.1.1 CLC Meetings: Regular meetings of the CLC shall be held nominally once each month with no fewer than ten meetings a year.
4.1.2 Special CLC Meetings: Special meetings of the CLC may be held at such times as the CLC may determine: at the call of the Chair or at the request of at least two CLC members.
4.1.3 Notice of CLC Meetings: Notices of regular CLC meetings shall be printed in the newsletter. Notices of special CLC meetings shall be printed in the Sunday Order of Service. Special CLC meetings may be held without notice in emergencies that shall be documented in the meeting minutes.
4.1.4 Quorum: Four or more members of the CLC shall constitute a quorum.
4.1.5 Required Vote: A majority of the votes cast shall be sufficient for the adoption of any motion that may properly come before a meeting. A majority shall consist of more than fifty percent of the votes cast. In the event of a tie vote, the motion, proposition, or action being voted upon fails. Voting by absentee ballot or proxy is not permitted.
4.1.6 Supplemental Attendance at CLC Meetings: Members and friends of the Fellowship shall be encouraged to attend meetings of the CLC.
4.2 Congregational Meetings: Congregational Meetings shall be duly noticed by a written notice which states the date, time, and place of the meeting and which gives the agenda with action items. This notice shall be provided to the members by mail or newsletter at least ten days before the date of the meeting. In addition, if one or more elections are to be held at the meeting, the slate or slates of candidates to be presented by the Nominating Committee for each office or position shall be included as part of the written notice.
4.2.1 Annual Congregational Meeting: The Annual Congregational Meeting shall be held in March, the date and place fixed by the CLC and duly noticed. The agenda shall include approval of minutes from the previous Congregational Meeting, reports by the Chair, Treasurer, and Committees, election of CLC Officer and Non-Officer members, election of Nominating Committee Member(s), adoption of the following Fiscal Year budget, and other topics the CLC wishes to have discussed or determined or submitted for approval. Subjects raised from the floor may be acted upon except when the Bylaws require advance notice.
4.2.2 Midyear Congregational Meeting: The Midyear Congregational Meeting shall be held in September or October, the date and place fixed by the CLC and duly noticed. The agenda shall include approval of minutes from the previous Congregational Meeting, reports by the Chair, Treasurer, and Committees, and other topics the CLC wishes to have discussed or determined or submitted for approval. Subjects raised from the floor may be acted upon except where the Bylaws require advance notice.
4.2.3 Special Congregational Meetings: Special Congregational meetings may be called by the CLC. Within four weeks of receiving a written request for a Special Congregational Meeting from ten or more members, the CLC shall call such a meeting, the date and time fixed by the CLC and duly noticed. The business transacted at a Special Congregational Meeting shall be limited to that specified in the notice.
4.2.4 Quorums: Thirty percent or more of the members of the Fellowship shall constitute a quorum.
4.2.5 Required Vote: Except as provided elsewhere in these Bylaws, a majority of the votes cast shall be sufficient for the adoption of any motion that may properly come before a meeting. A majority shall consist of more than fifty percent of the votes cast. In the event of a tie vote, the motion, proposition, or action being voted upon fails.
4.2.6 Voting Method: The usual method of voting shall be by voice vote. In cases of elections when there are more candidates than offices or when a sensitive issue is to be decided, voting may be by hand count or secret ballot. Voting by absentee ballot or proxy is not permitted.
4.2.7 Conduct of Meetings: Meetings shall be conducted in accordance with Marjorie Mitchell Cann’s Point of Order, The Ready Reference for Simple Rules of Order and Parliamentary Procedure.
ARTICLE 5
Minister
5.1 Selection: The CLC may recommend at a Congregational Meeting, provided it has been noted as an item of business on the advance agenda, that the Fellowship initiate the process of hiring either a Consulting Minister or a Called Minister. The CLC shall set forth the proposed relationship between the Minister and the Fellowship. Approval of the CLC recommendation shall require a majority vote of the members present at the meeting.
5.1.1 Consulting Minister: A Consulting Minister is one hired on a part-time basis to perform a limited number of functions for the Congregation. A Consulting Minister normally does not attend meetings of the CLC or Standing Committees. If the recommendation of the CLC to hire a Consulting Minister is approved, the CLC may prepare a slate of candidates for a Ministerial Search Committee to assist in the assessment of Ministerial candidates or may make its own recommendation to the Congregation.
5.1.2 Called Minister: A Called Minister is one hired on a full-time or part-time basis to perform normal functions of a full-time Minister or as limited by the amount of time called for by contract. A Called Minister normally attends CLC meetings as a non-voting member and may be invited to Standing Committee meetings to give advice and counsel. If the recommendation of the CLC to employ a Called Minister is approved, the CLC may prepare a slate of candidates for a Ministerial Search Committee to assist in the assessment of Ministerial candidates or may make its own recommendation to the Congregation.
5.1.3 Ministerial Status Change: If either the Minister or the Fellowship wish to alter the status from Consulting to Called or from Called to Consulting, the CLC may recommend that change to the Congregation at a Congregational Meeting.
5.2 Ministerial Search Committee: If a Ministerial Search Committee is to be used in the process of selecting a Minister, the Committee shall consist of five members. Candidates may be nominated by the CLC or may be nominated from the floor and elected at a Congregational Meeting.
5.2.1 Duties of the Ministerial Search Committee: The committee shall follow as closely as practicable the search procedures outlined by the UUA, make detailed assessments of possible candidates, and recommend a candidate to the CLC.
5.2.2 Term of Service: The Ministerial Search Committee term ends when it recommends a Ministerial candidate to the CLC.
5.3 Congregational Approval: When the CLC is prepared to recommend that a specific Minister be hired, it shall either call a Special Congregational Meeting or act at the next scheduled Congregational Meeting. The CLC shall identify the Ministerial candidate and provide a description of the proposed relationship between the candidate and the congregation. A two-thirds vote by the Congregation is required to select a Minister.
5.4 Ministerial Duties: The CLC shall determine, in consultation with the Minister or Ministerial candidate, the functions and tasks to be performed for the Fellowship, whether the relationship is exclusive or nonexclusive, compensation, and whether additional compensation from other sources is expected and/or permitted. The Minister may serve on neither the Congregational Leadership Committee nor the Nominating Committee.
5.5 Ministerial Contract: When a Minister has been selected, the CLC, in consultation with the Minister, shall draw up a contract, signed by both parties, that embodies mutual understanding of the Minister’s duties and terms and conditions of employment.
5.6 Ministerial Conduct: The Minister’s conduct shall be in accord with the code of professional practice adopted by the Unitarian Universalist Minister’s Association. The relationship between the minister and the Congregation shall be interpreted in accordance with the Guidelines of the Unitarian Universalist Ministry as published by the UUA.
5.7 Liaison: The CLC may appoint one or more individuals, with such terms and duties as it may decide, to facilitate interaction between the Minister and the CLC.
5.8 Affirmation: From time to time the Fellowship may wish to reaffirm its relationship with the Minister by placing the matter before the Congregation. Such circumstances may arise when it is deemed desirable either by the CLC or by the Minister to change the scope of Ministerial duties or the amount of the Ministerial compensation, or when questions arise about the Minister’s performance. The CLC shall (1) Discuss the situation with the Minister, (2) Come to its own recommendations for action, and (3) Either call a Special Congregational Meeting or place the topic on the agenda for the next Congregational Meeting. This topic shall include a summary of what changes are proposed and rationale. A two-thirds vote by the Congregation is required to affirm its relationship with the Minister; failure to affirm shall result in termination of the Minister.
ARTICLE 6
General Provisions
6.1 Fiscal Year: The Fiscal Year shall be from 1 April through the following 31 March.
6.2 Dissolution of the Fellowship: The Fellowship may be dissolved by a two-thirds vote of members present at a Congregational Meeting.
6.3 Disposition of Fellowship Property: When the Fellowship is dissolved, outstanding debts shall be paid and remaining assets shall become the property of the Unitarian Universalist Association, 25 Beacon Street, Boston, Massachusetts, or its successor, subject to applicable laws.
ARTICLE 7
Amendments and Revisions
7.1 Amendments and Revisions to the Bylaws: These Bylaws may be amended or revised by a two-thirds vote of members present at a Congregational Meeting. A text of the change shall be made available to members at a time not later than notice of the Meeting. The Amended or Revised Bylaws shall take effect immediately following the Congregational Meeting in which they were approved.
The End
Revision 10-07-2020 makes changes, listed as follows:
3.2.3.4 Co-chairs of the CLC: Added new article 3.2.3.4 Co-Chairs of the CLC, as approved at the 2019 annual meeting.
as Adopted on November 21, 1993
as Amended on March 31, 1996
as Amended on February 16, 1997
as Amended on October 19, 1997
as Revised on October 26, 2003
as Revised on October 16, 2005
as Revised on March 20, 2011
as Revised on April 6, 2015
as Revised on March 20, 2016
as Revised on March 25, 2018
as Revised on October 7, 2020
ARTICLE 1
Name, Purpose, and Denominational Affiliation
1.1 Name: The name of this organization shall be “The Friendship Fellowship at Pineda (Unitarian Universalist).”
1.2 Purpose: The purpose of this Fellowship is to provide an organization in which people can find intellectual, emotional, and spiritual companionship and inspiration in such liberal traditions as are found in Unitarian Universalism.
1.3 Bylaws: These Bylaws establish a general structure within which the Fellowship can achieve its purpose in an orderly and able manner.
1.4 Denominational Affiliation: This Fellowship is affiliated with the Unitarian Universalist Association. It is Society Number 2923 in District 62.
1.5 Nondiscrimination Clause: This congregation affirms and promotes the full participation of persons in all our activities and endeavors, including membership, programming, hiring practices, and the calling of religious professionals without regard to race, color, gender, gender identity, affectional and expression, sexual orientation, age, or national origin.
ARTICLE 2
Membership
2.1 Member: A member is any person at least 16 years of age who is in sympathy with the purpose of this Fellowship and has undertaken to acquire an informed understanding of Unitarian Universalism, has read the Bylaws, has signed the Membership Book, and has made an identifiable contribution for Fellowship financial support.
2.2 Resignation: A member may resign by submitting a signed and dated letter of resignation to the Congregational Leadership Committee.
2.3 Termination: Membership may be terminated by a two thirds vote of the Congregational Leadership Committee if the member acts or speaks in a manner that indicates that the member is no longer in sympathy with the purpose of the Fellowship
ARTICLE 3
Governance
3.1 Authority: Authority and the power to delegate lies with the Congregation Membership. Authority is organized, delegated, and converted into action by committees.
3.1.1 Authority Reserved to Membership requiring a majority vote:
3.1.1.1 Electing Chair, Vice Chair, and Members of the Congregational Leadership Committee (CLC).
3.1.1.2 Electing Members of the Nominating Committee.
3.1.1.3 Removing Chair, Vice Chair, or Members of the CLC, or members of the Nominating Committee.
3.1.1.4 Approving a CLC recommendation to search for a Minister.
3.1.1.5 Electing Ministerial Search Committee Members.
3.1.1.6 Adopting or changing the Annual Budget.
3.1.2 Authority Reserved to Membership requiring a two-thirds majority vote:
3.1.2.1 Selecting a Minister.
3.1.2.2 Changing the status of a Minister.
3.1.2.3 Affirmation of a Minister.
3.1.2.4 Obligating indebtedness.
3.1.2.5 Buying, selling, or converting real property.
3.1.2.6 Dissolving the Fellowship.
3.1.2.7 Amending or revising Bylaws.
3.1.3 Fiscal Signature Authority: The Chair of the CLC and the Treasurer or Assistant Treasurer or Acting Treasurer are authorized signatories on financial accounts and financial documents of the Fellowship. As agents of the Fellowship, they are authorized to sign evidences of indebtedness. The Treasurer or Assistant Treasurer or Acting Treasurer is responsible for establishing spending priorities.
3.1.4 Committee Authority: Each Committee may request the Treasurer or Assistant Treasurer or Acting Treasurer to expend funds to the limit of that committee’s budget allocation.
3.2 Congregational Leadership Committee: The CLC shall have primary responsibility for the activities of the Fellowship, coordination of the work of committees, and shall have oversight responsibility for the assets of the Fellowship.
3.2.1 Duties: The CLC has the following duties:
3.2.1.1 Policy: Establish fundamental policies that guide the operation and growth of the Fellowship. The CLC may articulate and codify policies in a Policies and Practices Manual.
3.2.1.2 Personnel: Hire, contract, dismiss, define duties, fix compensation, and delineate the terms and conditions of employment or contractual association.
3.2.1.3 Fiscal: (1) Recommend an annual budget at the Annual Congregational Meeting; (2) Monitor Fellowship expenditures; (3) Plan fund-raising activities; (4) Recommend to the congregation that it undertake new indebtedness.
3.2.1.4 Facilities: (1) Monitor the adequacy of Fellowship physical facilities and plan for their expansion and/or replacement as needed and permitted by financial capabilities; (2) Decide what organizations may use the physical facilities of the Fellowship and the terms and conditions of use.
3.2.1.5.1 Financial: In an emergency that requires immediate action the CLC Chair with concurrence from the CLC may spend funds from the financial assets of the Fellowship to a limit of (an amount equal to) fifteen (15) percent of the budget.
3.2.2 Members: The CLC shall consist of eight members. The Chair, Vice Chair, Secretary, and Treasurer of the CLC are Officers of the Corporation.
3.2.3 Terms and Staggering: In General, members of the CLC each serve two-year terms. In the case of the Chair and Vice Chair terms may be staggered such that these two positions do not rotate at the same time. The Secretary is selected one year and the Treasurer selected in the next year; there being an exception for Acting Secretary and Assistant Treasurer or Acting Treasurer, each of whose term expires at the consensus of the CLC. The terms of two of the other four Members expire each year and their replacements elected.
3.2.3.4 Co-Chairs of the CLC: In the event that a single candidate for the Chair of the CLC cannot be found, it is permissible for two members of the congregation to serve as co-chairs of the CLC and to be so elected. Tenure can be one or two years. In this case the position of Vice-Chair becomes redundant and is not filled.
3.2.4 Selection: The Chair and Vice Chair and Members are elected at an Annual Congregational Meeting by members of the Fellowship. The Secretary and Treasurer are selected from CLC members by consensus of the CLC. The order of election shall be (1) Chair or Vice Chair, (2) Remaining Members of the CLC. If two or more candidates are nominated for the position of Chair or Vice Chair, those not elected to that position shall be placed in nomination as Members of the CLC.
3.2.4.1 Qualifications: Candidates for the CLC shall be Fellowship members prior to their candidacy and shall have consented to nomination.
3.2.4.2 Nominating Committee Selections: Candidates selected by the Nominating Committee shall be placed in nomination.
3.2.4.3 Nominations from the Floor: Qualified candidates may be nominated from the floor.
3.2.4.4 Votes Necessary for Election: A majority of votes cast is necessary for election to the CLC.
3.2.4.5 Runoff to Provide Majority: If an insufficient number of candidates receive a majority, then one or more runoff elections shall be held among the remaining candidates, with the candidates receiving majority votes at each successive runoff election being added to the roster of those elected until a sufficient number of candidates has been elected by a majority vote.
3.2.4.6 Breaking Ties: If two or more majority candidates tie and if placing those who are tied in the positions would result in the positions having too many members, then a runoff election among those tied shall be held and the open positions filled first by the candidate receiving the most votes and then by the candidate receiving the next larger number of votes, until the positions are filled.
3.2.5 Duties of the Officers: Duties of the Officers consist of the following:
3.2.5.1 Chair: (1) Prepare agendas and preside at Congregational Meetings and of the CLC; (2) Represent the Fellowship on occasions where such representation is required; (3) Execute documents; (4) Appoint Parliamentarian at meetings as necessary; (5) Serve as ex-officio member, without a vote, on committees; (6) Appoint chairs of committees with the advice and consent of the CLC; (7) Create ad-hoc committees with the advice and consent of the CLC.
3.2.5.2 Vice Chair: (1) Assist Chair in the duties of that office; (2) Execute the duties of the office of the Chair of the CLC in the absence of the Chair.
3.2.5.3 Secretary: (1) Prepare minutes of each Congregational and CLC Meeting; (2) Prepare reports other than those that are the responsibility of the Chair, the Treasurer, or committee chairs; (3) Prepare notices of meetings of the Congregation and CLC; (4) Conduct official correspondence; (5) Is Custodian of corporate papers.
3.2.5.4 Treasurer: (1) Receive and maintain custody of Fellowship funds; (2) Maintain accounts in the name of the Fellowship in banks or other financial institutions; (3) Make disbursements; (4) Keep a record of income and expenditures; (5) Present financial reports at each regular CLC meeting and at each Annual and Midyear Congregational Meeting; (6) File tax reports; (7) Coordinate with the Membership Committee concerning the list of Fellowship members, (8) Provide access to financial records for audits.
3.2.6 Vacancies: Elections to fill vacancies that occur on the CLC shall be held at the next Congregational Meeting, provided there is time to select candidates between the occurrence of the vacancy and the upcoming Congregational Meeting. If there is not time to select candidates, the election to fill the vacancy shall be postponed until the following regularly scheduled Congregational Meeting.
3.2.6.1 Vacancy in a Member Seat: The seat shall be left vacant until filled by election at the next regularly scheduled Congregational Meeting.
3.2.6.2 Vacancy in Chair: The Vice Chair shall fill the position of Chair until filled by election at the next regularly scheduled Congregational Meeting.
3.2.6.3 Vacancy in Vice Chair: The CLC shall elect a replacement from among members of the CLC other than the Chair to serve until the next regularly scheduled Congregational Meeting.
3.2.6.4 Vacancy in Secretary: The CLC shall appoint a replacement from among members of The CLC or shall appoint by consensus a Fellowship member to the position of “Acting Secretary” to perform the duties as Secretary. Acting Secretary position is Officer of the Corporation but non-voting on the CLC.
3.2.6.5 Vacancy in Treasurer: The CLC shall appoint a replacement from among members of The CLC or shall appoint by consensus a Fellowship member to the position of “Assistant Treasurer” or “Acting Treasurer” to perform the duties as Treasurer. Assistant Treasurer or Acting Treasurer position is Officer of the Corporation but non-voting on the CLC. Alternatively the CLC may contract a Bookkeeping Service.
3.2.7 Removal: An Officer or Member or Acting Secretary or Assistant Treasurer or Acting Treasurer may be removed by a majority vote of Fellowship members present at a Congregational Meeting.
3.3 Nominating Committee: The Nominating Committee shall consist of three members, each of whom shall have been a member of the Fellowship for a minimum of two years and is not a candidate for election to the CLC.
3.3.1 Duties: The Nominating Committee has the following duties:
3.3.1.1: Provide a slate of qualified candidates for election as Chair and Vice Chair of the CLC and as members of the CLC.
3.3.1.2: Provide a candidate or a slate of candidates for election to the succeeding year Nominating Committee.
3.3.1.3: If a vacancy occurs in the Chair or Vice Chair or among the other members of the CLC, provide a candidate or slate of qualified candidates for election to the vacant seat or seats at the next regularly scheduled Congregational Meeting. The slate must contain at least as many candidates as there are positions to be filled.
3.3.2 Terms and Staggering: Members of the Nominating Committee each serve a three-year term. One member is elected each year to replace the member whose term expires.
3.3.3 Selection: Nominating Committee Members are elected at Annual Congregational Meetings by members of the Fellowship. Their elections follow the CLC elections.
3.3.3.1 Nominating Committee Selections: Candidates selected by the Nominating Committee shall be placed in nomination.
3.3.3.2 Nominations from the Floor: Candidates may be nominated from the floor.
3.3.3.3 Votes Necessary for Election: A majority of votes cast is necessary for election.
3.3.3.4 Runoff to Provide Majority: If an insufficient number of candidates receive a majority, then one or more runoff elections shall be held among the remaining candidates, with the candidates receiving majority votes at each successive runoff election being added to the roster of those elected until a sufficient number of candidates has been elected by a majority vote.
3.3.3.5 Breaking Ties: If two or more majority candidates tie and if placing those who are tied in the positions would result in the positions having too many members, then a runoff election among those tied shall be held and the open positions filled first by the candidate receiving the most votes and then by the candidate receiving the next larger number of votes, until the positions are filled.
3.3.4 Vacancies: If a vacancy occurs on the Nominating Committee, the Nominating Committee remaining members shall provide a candidate or slate of candidates for election at the next Congregational Meeting for the purpose of electing a replacement or replacements. If time is of the essence, the Nominating Committee may ask the CLC to call a Special Congregational Meeting for the purpose of electing a replacement or replacements. Nominations may be made from the floor. Vacancies revert to the greater of three-year, two-year, and one-year terms in consonance with the vacated terms; remaining Nominating Committee Member(s) adjust their terms accordingly.
3.3.5 Removal: A Nominating Committee Member may be removed by a majority vote of Fellowship members present at a Congregational Meeting.
ARTICLE 4
Meetings
4.1 CLC Meetings
4.1.1 CLC Meetings: Regular meetings of the CLC shall be held nominally once each month with no fewer than ten meetings a year.
4.1.2 Special CLC Meetings: Special meetings of the CLC may be held at such times as the CLC may determine: at the call of the Chair or at the request of at least two CLC members.
4.1.3 Notice of CLC Meetings: Notices of regular CLC meetings shall be printed in the newsletter. Notices of special CLC meetings shall be printed in the Sunday Order of Service. Special CLC meetings may be held without notice in emergencies that shall be documented in the meeting minutes.
4.1.4 Quorum: Four or more members of the CLC shall constitute a quorum.
4.1.5 Required Vote: A majority of the votes cast shall be sufficient for the adoption of any motion that may properly come before a meeting. A majority shall consist of more than fifty percent of the votes cast. In the event of a tie vote, the motion, proposition, or action being voted upon fails. Voting by absentee ballot or proxy is not permitted.
4.1.6 Supplemental Attendance at CLC Meetings: Members and friends of the Fellowship shall be encouraged to attend meetings of the CLC.
4.2 Congregational Meetings: Congregational Meetings shall be duly noticed by a written notice which states the date, time, and place of the meeting and which gives the agenda with action items. This notice shall be provided to the members by mail or newsletter at least ten days before the date of the meeting. In addition, if one or more elections are to be held at the meeting, the slate or slates of candidates to be presented by the Nominating Committee for each office or position shall be included as part of the written notice.
4.2.1 Annual Congregational Meeting: The Annual Congregational Meeting shall be held in March, the date and place fixed by the CLC and duly noticed. The agenda shall include approval of minutes from the previous Congregational Meeting, reports by the Chair, Treasurer, and Committees, election of CLC Officer and Non-Officer members, election of Nominating Committee Member(s), adoption of the following Fiscal Year budget, and other topics the CLC wishes to have discussed or determined or submitted for approval. Subjects raised from the floor may be acted upon except when the Bylaws require advance notice.
4.2.2 Midyear Congregational Meeting: The Midyear Congregational Meeting shall be held in September or October, the date and place fixed by the CLC and duly noticed. The agenda shall include approval of minutes from the previous Congregational Meeting, reports by the Chair, Treasurer, and Committees, and other topics the CLC wishes to have discussed or determined or submitted for approval. Subjects raised from the floor may be acted upon except where the Bylaws require advance notice.
4.2.3 Special Congregational Meetings: Special Congregational meetings may be called by the CLC. Within four weeks of receiving a written request for a Special Congregational Meeting from ten or more members, the CLC shall call such a meeting, the date and time fixed by the CLC and duly noticed. The business transacted at a Special Congregational Meeting shall be limited to that specified in the notice.
4.2.4 Quorums: Thirty percent or more of the members of the Fellowship shall constitute a quorum.
4.2.5 Required Vote: Except as provided elsewhere in these Bylaws, a majority of the votes cast shall be sufficient for the adoption of any motion that may properly come before a meeting. A majority shall consist of more than fifty percent of the votes cast. In the event of a tie vote, the motion, proposition, or action being voted upon fails.
4.2.6 Voting Method: The usual method of voting shall be by voice vote. In cases of elections when there are more candidates than offices or when a sensitive issue is to be decided, voting may be by hand count or secret ballot. Voting by absentee ballot or proxy is not permitted.
4.2.7 Conduct of Meetings: Meetings shall be conducted in accordance with Marjorie Mitchell Cann’s Point of Order, The Ready Reference for Simple Rules of Order and Parliamentary Procedure.
ARTICLE 5
Minister
5.1 Selection: The CLC may recommend at a Congregational Meeting, provided it has been noted as an item of business on the advance agenda, that the Fellowship initiate the process of hiring either a Consulting Minister or a Called Minister. The CLC shall set forth the proposed relationship between the Minister and the Fellowship. Approval of the CLC recommendation shall require a majority vote of the members present at the meeting.
5.1.1 Consulting Minister: A Consulting Minister is one hired on a part-time basis to perform a limited number of functions for the Congregation. A Consulting Minister normally does not attend meetings of the CLC or Standing Committees. If the recommendation of the CLC to hire a Consulting Minister is approved, the CLC may prepare a slate of candidates for a Ministerial Search Committee to assist in the assessment of Ministerial candidates or may make its own recommendation to the Congregation.
5.1.2 Called Minister: A Called Minister is one hired on a full-time or part-time basis to perform normal functions of a full-time Minister or as limited by the amount of time called for by contract. A Called Minister normally attends CLC meetings as a non-voting member and may be invited to Standing Committee meetings to give advice and counsel. If the recommendation of the CLC to employ a Called Minister is approved, the CLC may prepare a slate of candidates for a Ministerial Search Committee to assist in the assessment of Ministerial candidates or may make its own recommendation to the Congregation.
5.1.3 Ministerial Status Change: If either the Minister or the Fellowship wish to alter the status from Consulting to Called or from Called to Consulting, the CLC may recommend that change to the Congregation at a Congregational Meeting.
5.2 Ministerial Search Committee: If a Ministerial Search Committee is to be used in the process of selecting a Minister, the Committee shall consist of five members. Candidates may be nominated by the CLC or may be nominated from the floor and elected at a Congregational Meeting.
5.2.1 Duties of the Ministerial Search Committee: The committee shall follow as closely as practicable the search procedures outlined by the UUA, make detailed assessments of possible candidates, and recommend a candidate to the CLC.
5.2.2 Term of Service: The Ministerial Search Committee term ends when it recommends a Ministerial candidate to the CLC.
5.3 Congregational Approval: When the CLC is prepared to recommend that a specific Minister be hired, it shall either call a Special Congregational Meeting or act at the next scheduled Congregational Meeting. The CLC shall identify the Ministerial candidate and provide a description of the proposed relationship between the candidate and the congregation. A two-thirds vote by the Congregation is required to select a Minister.
5.4 Ministerial Duties: The CLC shall determine, in consultation with the Minister or Ministerial candidate, the functions and tasks to be performed for the Fellowship, whether the relationship is exclusive or nonexclusive, compensation, and whether additional compensation from other sources is expected and/or permitted. The Minister may serve on neither the Congregational Leadership Committee nor the Nominating Committee.
5.5 Ministerial Contract: When a Minister has been selected, the CLC, in consultation with the Minister, shall draw up a contract, signed by both parties, that embodies mutual understanding of the Minister’s duties and terms and conditions of employment.
5.6 Ministerial Conduct: The Minister’s conduct shall be in accord with the code of professional practice adopted by the Unitarian Universalist Minister’s Association. The relationship between the minister and the Congregation shall be interpreted in accordance with the Guidelines of the Unitarian Universalist Ministry as published by the UUA.
5.7 Liaison: The CLC may appoint one or more individuals, with such terms and duties as it may decide, to facilitate interaction between the Minister and the CLC.
5.8 Affirmation: From time to time the Fellowship may wish to reaffirm its relationship with the Minister by placing the matter before the Congregation. Such circumstances may arise when it is deemed desirable either by the CLC or by the Minister to change the scope of Ministerial duties or the amount of the Ministerial compensation, or when questions arise about the Minister’s performance. The CLC shall (1) Discuss the situation with the Minister, (2) Come to its own recommendations for action, and (3) Either call a Special Congregational Meeting or place the topic on the agenda for the next Congregational Meeting. This topic shall include a summary of what changes are proposed and rationale. A two-thirds vote by the Congregation is required to affirm its relationship with the Minister; failure to affirm shall result in termination of the Minister.
ARTICLE 6
General Provisions
6.1 Fiscal Year: The Fiscal Year shall be from 1 April through the following 31 March.
6.2 Dissolution of the Fellowship: The Fellowship may be dissolved by a two-thirds vote of members present at a Congregational Meeting.
6.3 Disposition of Fellowship Property: When the Fellowship is dissolved, outstanding debts shall be paid and remaining assets shall become the property of the Unitarian Universalist Association, 25 Beacon Street, Boston, Massachusetts, or its successor, subject to applicable laws.
ARTICLE 7
Amendments and Revisions
7.1 Amendments and Revisions to the Bylaws: These Bylaws may be amended or revised by a two-thirds vote of members present at a Congregational Meeting. A text of the change shall be made available to members at a time not later than notice of the Meeting. The Amended or Revised Bylaws shall take effect immediately following the Congregational Meeting in which they were approved.
The End
Revision 10-07-2020 makes changes, listed as follows:
3.2.3.4 Co-chairs of the CLC: Added new article 3.2.3.4 Co-Chairs of the CLC, as approved at the 2019 annual meeting.