Bylaws of the Unitarian Universalist Church of Columbia, Missouri
(Adopted at Annual Congregational Meeting on May 18, 2014)
CONTENTS
Article 1 – Name, Corporate Status, Location, Affiliation and Inclusion
Article 2 – Purpose
Article 3 – Membership
Article 4 – Congregational Meetings
Article 5 – Board of Trustees
Article 6 – Officers
Article 7 – Finances and Property
Article 8 – The Minister
Article 9 – Fiscal Year
Article 10 – Indemnification of Trustees, Officers, and Employees
Article 11 – Waiver of Notice
Article 12 – Amendments
Article 13 – Dissolution
Article 1 – Name, Corporate Status, Location, Affiliation and Inclusion
Section 1 – Name: The legal name of this church is the Unitarian Universalist Church of Columbia, Missouri (“UUCC”).
Section 2 – Corporate Status: UUCC is a Missouri nonprofit corporation operating under Chapter 355, Revised Statutes of Missouri (RSMo.).
Section 3 – Location: The principal office of UUCC is located at 2615 Shepard Blvd., Columbia, MO 65201.
Section 4 – Affiliation: UUCC shall be affiliated with the Unitarian Universalist Association (UUA), the UUA Region in which UUCC is located, and groups within the region as determined by the Board of Trustees, but UUCC affirms the independence and autonomy of local churches and fellowships, both as to individual freedom of belief and congregational freedom of decision and action.
Section 5 – Inclusion: UUCC affirms and promotes the full participation of persons in all our activities and endeavors without regard to ethnicity; national, geographical or historical origin; color; gender; physical or mental challenge or attributes; affectional or sexual orientation; gender identity; age; or class.
The purpose of UUCC is to organize as a religious community that has at its heart these beliefs: a commitment to accept one another and encourage each other’s spiritual growth; a recognition of the inherent worth and dignity of every person; a belief in the need for justice, equity and compassion in human relations; a commitment to a free and responsible search for truth and meaning; acceptance of the right of conscience and the use of the democratic process within our congregation; a desire to further the goal of world community with peace, liberty, and justice for all; and a deep and abiding respect for the interdependent web of all existence of which we are a part.
Section 1- Membership Qualifications: Any person who is at least 16 years of age, who is in agreement with the purpose of UUCC as set forth in Article 2 of these bylaws and who makes a financial contribution to UUCC, may become a member of the church by signing the membership book and recording the date in the presence of the minister or a member of the Board of Trustees. The contribution requirement shall be set by the board and may be waived in individual cases at the discretion of the minister.
Section 2 – Voting Right: New and reinstated members shall have the right to vote on matters coming before the membership at congregational meetings 60 days after becoming a member or being reinstated as a member.
Section 3 – Obligations: Members shall meet the expectations set forth in the current membership expectations policy adopted by the Board of Trustees.
Section 4 – Termination of Membership:
A. A member may resign by submitting a signed resignation to the minister or church administrator.
B. A membership shall be terminated if the member fails to respond to a membership inquiry from the minister or church administrator within 45 days after the date the inquiry was sent.
C. A membership may be terminated if the member has not made a financial contribution of record to UUCC in the preceding 12-month period. Such members will receive at least 45 days prior written notice of proposed termination for this reason and may continue as members upon making a financial contribution or obtaining a waiver of the financial requirement from the minister within the 45-day period.
Section 5 – Reinstatement of Membership: Former members may be reinstated to membership by meeting the membership requirements, giving written notice of this fact to the minister or church administrator, and receiving written confirmation of the date of reinstatement from the minister or church administrator.
Article 4 – Congregational Meetings
Section 1 – Quorum: Twenty percent of the voting membership having Columbia, Mo. postal ZIP codes shall constitute a quorum for all congregational meetings except those involving the call or termination of a minister, which are governed by Article 8.
Section 2 – Parliamentarian and Rules of Order: The president shall appoint a parliamentarian for all congregational meetings, which shall be conducted in accordance with the current rules of order adopted by the Board of Trustees.
Section 3 – Regular Meetings: An annual congregational meeting shall be held during the last fiscal quarter:
A. To elect members of the Board of Trustees for terms beginning at the start of the next fiscal year;
B. To adopt a budget for the next fiscal year;
C. To receive annual reports of the president, minister, and treasurer; and
D. To transact any other business set forth in the notice of the meeting.
Section 4 – Special Meetings: Special congregational meetings may be called by the Board of Trustees or by written request signed by five percent of the voting membership, but not fewer than 10 members, submitted to any officer. Voting membership shall be determined as of the date of submission of such a request. The board’s call of a special meeting or a membership request for a special meeting shall specify the business to be conducted at the meeting.
Section 5 – Notice of Congregational Meetings:
A. The Board of Trustees shall give written notice of the place, date and time of any annual or special congregational meeting to all members who will be qualified to vote.
B. Written notice of congregational meetings shall be provided in compliance with the requirements for membership meeting notices set forth in Chapter 355 RSMo.
C. A meeting notice shall describe the business to be conducted at the meeting. Only the business described in the notice may be conducted.
Section 6 – Voting:
A. Except as otherwise provided in these bylaws, if a quorum is present at an annual or special congregational meeting, the affirmative vote of a majority of the members present or represented by proxy is the act of the membership, and each member shall have one vote on each item of business.
B. Proxy voting shall be permitted at congregational meetings pursuant to Sec. 355.291 RSMo. and any proxy voting policy adopted by the Board of Trustees.
C. Any action that may be taken at an annual or special congregational meeting may be taken without a meeting if approved by written ballot pursuant to Sec. 355.266 RSMo.
Section 1 – General Powers and Duties: Except as otherwise provided by law, the corporate charter or these bylaws, all corporate powers shall be exercised by or under the authority of the Board of Trustees, and the business and affairs of UUCC shall be managed under the direction of the board. The powers and duties of the board include but are not limited to:
A. Promoting the long-term well-being of the congregation and representing the congregation in determining and ensuring appropriate organizational performance.
B. Articulating the mission and vision of the church as periodically discerned by the congregation.
C. Adopting ends statements and a strategic plan consistent with the church’s mission and vision and annually reviewing the ends statements and strategic plan.
D. Delegating to the minister, staff and volunteers the tasks of developing and carrying out the means by which the church’s ends and strategic plan are accomplished.
E. Adopting policies for the organization and governance of the church that reflect the congregation’s values and perspectives, place appropriate constraints on the minister’s authority, and establish the boundaries of prudence and ethics within which all ministerial activities and decisions must take place.
F. Providing resources for accomplishment of the church’s ends and strategic plan and overseeing and evaluating progress toward accomplishment of the ends and strategic plan.
G. Safeguarding the property and funds of the church.
H. Reviewing the annual budget developed by the ministerial budget team, revising the budget as appropriate, and submitting the budget to the congregation for approval.
I. Reporting to the membership on the activities and financial status of UUCC.
J. Conducting all necessary business of the church not delegated to the minister.
Section 2 – Number, Tenure and Qualification: The Board of Trustees shall consist of nine trustees elected by the members. Only voting members may serve as trustees. Three trustees shall be elected at each annual congregational meeting for a three-year term beginning at the start of the next fiscal year. Each trustee shall hold office during such term and until a successor is selected. A trustee may not serve more than two consecutive three-year terms, but a trustee who was appointed or elected to a partial term to fill a vacancy may serve two consecutive three-year terms thereafter. No person may serve as a trustee at the same time as a spouse or domestic partner, or natural or adoptive parent, sibling or child also is serving as a trustee.
Section 3 – Board of Trustees Election Process:
A. At least four months before the next annual congregational meeting, the Board of Trustees shall appoint a three-member Nominating Committee including at least one trustee. If available, the immediate past president shall be appointed and shall chair the committee.
B. The Nominating Committee shall publicize available board seats and solicit church members to apply to be candidates.
C. At least 45 days before the next annual congregational meeting, the Nominating Committee shall submit to the Board of Trustees a slate of qualified candidates for the available seats for inclusion in the notice of the meeting. The committee shall endeavor to nominate candidates reflecting the diversity of the church membership. The number of candidates shall equal or exceed the number of available seats.
D. The slate of candidates shall be voted upon at the annual congregational meeting. Additional nominations may be made and seconded from the floor with the consent of the persons so nominated. If the number of candidates equals the number of available seats, the slate may be elected by voice vote. If there are more candidates than available seats, the election shall be conducted by secret ballot, each member shall be entitled to vote for as many candidates as there are available seats, and the candidates receiving the most votes shall be elected.
E. Members of the Nominating Committee shall serve until the next Nominating Committee is appointed. The board may call upon the Nominating Committee to submit candidates for board vacancies and committee and task force appointments.
Section 4 – Vacancies: The Board of Trustees shall appoint a qualified voting member to fill any board vacancy. The appointment shall be by majority vote of the trustees remaining in office irrespective of the quorum requirement set out in Section 8. The term of a trustee appointed to fill a vacancy shall expire at the end of the fiscal year, and the remainder of the vacated term, if any, shall be filled by election at the next annual congregational meeting.
Section 5 – Regular Board Meetings: The Board of Trustees shall conduct regular meetings at least quarterly.
Section 6 – Special Board Meetings: The president or any two trustees may call a special meeting. At a special meeting, the board may act only on the business stated in the call of the meeting. One week’s written notice is required for special meetings.
Section 7 – Quorum: Five trustees shall constitute a quorum for the transaction of business at any board meeting. If fewer than five trustees are present at a meeting, a majority of those present may adjourn the meeting.
Section 8 – Open Meetings: All board meetings shall be open to church members, and non-trustees shall be permitted to address the board upon request. The board may meet in executive session only to discuss and act on matters that are defined as closed matters in the Missouri Open Meetings and Records Law, Chapter 610 RSMo. Minutes of open board meetings shall be made available to church members. Records of actions taken in executive sessions shall be open to members only as provided in Chapter 610 RSMo.
Section 9 – Actions of Board Without a Meeting: The board may take any action without a meeting if all trustees entitled to vote consent in writing. Such consents shall have the same force and effect as a unanimous vote at a board meeting and shall become effective upon receipt by the secretary of the last consent.
Section 10 – Telephonic Meetings: Members of the board and any committee appointed by the board may participate in a meeting of the board or committee by means of conference telephone call or any other means of communication whereby all participants can simultaneously hear each other, or, in the case of hearing impairment, read real-time captioning of the spoken information.
Section 11 – Termination of Trustees:
A. A trustee may resign at any time by delivering a written resignation to the president or secretary. The resignation shall state the effective date.
B. A trustee may be removed by church members with or without cause pursuant to Sec. 355.346 RSMo.
C. If a trustee fails to attend three consecutive regular board meetings or four of any six consecutive regular board meetings, the trustee may be removed by majority vote of the remaining trustees pursuant to Sec. 355.346.9 RSMo.
Section 12 – Executive Committee: The board may adopt a policy designating three or more officers to constitute an Executive Committee, which may exercise, to the extent provided in the policy, all of the authority of the board. The Executive Committee is subject to the general supervision and control of the board and shall report all of its decisions and actions to the board at the next board meeting; unless the board overrules an Executive Committee decision or action, the decision or action shall stand. Members of the Executive Committee may be removed and new members appointed at any time by a majority of the board. The designation of the Executive Committee and the delegation of authority to the Executive Committee does not relieve the board from any responsibility imposed by law.
Section 13 – Other Committees and Task Forces: The board, at its discretion, may constitute other committees and task forces to assist in the supervision, management and control of the business and affairs of UUCC, with responsibilities and powers appropriate to the nature of the several committees and task forces and as provided by the board. Each committee and task force constituted by the board shall from time to time report to and advise the board on matters within its particular area of responsibility and interest. Committee and task force members shall be appointed by the president unless the resolution establishing the committee or task force provides for appointment by the board. Unless the committee or task force chair is appointed by the president or the board, each committee and task force shall select its own chair.
Section 1 – Number and Qualification: The officers of UUCC shall be the president, president-elect, treasurer and secretary. Only members of the Board of Trustees may serve as officers.
Section 2 – Election and Term of Office: The officers shall be elected annually by the board at the first board meeting of the fiscal year, or as soon thereafter as practicable. Each officer will hold office until a successor is duly elected or until the officer’s death, resignation or removal. The president-elect shall become president when the term of the prior president terminates.
Section 3 – Removal: By majority vote, the board may remove any officer or agent elected or appointed by the board or with authority delegated by the board, with or without cause, whenever in its judgment the best interests of UUCC would be served.
Section 4 – Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by majority vote of the board for the unexpired portion of the officer’s term.
Section 5 – President: The president shall be the principal executive officer of UUCC and shall in general supervise the business and affairs of the UUCC except matters delegated by the board to the minister and others. The president shall preside at all meetings of the members and of the board. The president may sign, with the secretary or treasurer or any other officer authorized by the board, any deeds, mortgages, bonds, contracts, or other instruments that the board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board, or by these bylaws, to some other officer or agent of UUCC, or is required by law to be otherwise signed or executed. The president shall perform other duties assigned by the board or the Executive Committee.
Section 6 – President-Elect: The president-elect shall perform the duties of the president in the president’s absence and other duties assigned by the president, the board, or the Executive Committee.
Section 7 – Treasurer: The treasurer shall be responsible for all funds and securities of UUCC and shall perform all other duties customarily incident to the office of treasurer and other duties assigned by the president, the board, or the Executive Committee.
Section 8 – Secretary: The Secretary shall: (a) prepare and keep the minutes of the meetings of the congregation and the board; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records; (d) authenticate corporate records; (e) keep a register of the post office address of each member; and (f) perform all other duties customarily incident to the office of secretary and other duties assigned by the president, the board, or the Executive Committee.
Article 7 – Finances and Property
Section 1 – Operating Budget: The Board of Trustees shall review the ministerial budget team’s proposed operating budget for each fiscal year, revise the proposed budget as appropriate, and submit the budget for approval by the members at the annual congregational meeting. Expenditures by the Board of Trustees and the minister, employees, officers, committees, task forces and teams of the church shall be consistent with the budget approved by the congregation. However, the Board of Trustees may authorize deviations from the approved operating budget so long as such deviations do not exceed, in the aggregate on an annual basis, 10 percent of the total approved operating budget.
Section 2 – Endowments, Trusts, and Gifts: The church shall maintain one or more endowment funds, which shall be administered by the Investments and Endowments Committee in accordance with policies adopted by the Board of Trustees and subsequently approved by the membership at an annual or special congregational meeting. The policies shall mandate preservation and enhancement of value and prudent investment consistent with the church’s principles. No part of the principal of the endowment funds may be expended without the approval of the membership at an annual or special congregational meeting. With the concurrence of the Investments and Endowments Committee, the board shall have authority to allocate interest and dividend income from endowment investments to the general operating fund and other funds of the church if such allocation is determined to be consistent with preservation of the value of the endowment funds.
Section 3 – Real Property: The power to authorize the purchase, sale or mortgage of real property by or on behalf of the church is reserved to the membership. The Board of Trustees and the minister, officers, employees and committees of the church shall not have the authority to buy, sell or mortgage real property unless the transaction is approved at an annual or special congregational meeting.
Section 4 – Debts and Contracts: Except for debts and contracts to be paid from funds allocated in the approved operating budget for the purpose of paying such debts and contracts, no debts may be incurred or contracts entered into unless authorized by resolution of the Board of Trustees.
Section 5 – Checks, Drafts, Etc.: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of UUCC shall be signed by such officer or agent of UUCC and in such manner as determined by resolution of the Board of Trustees.
Section 6 – Deposits: All funds of UUCC not otherwise employed shall be deposited to the credit of UUCC in such banks, trust companies, or other depositories as the board may select.
Section 1 – Minister’s Role: The minister’s role is to serve as UUCC’s spiritual, programmatic, and administrative leader. The minister and the minister’s designees are responsible for operational decisions, adopting administrative policies and procedures, and allocating congregational resources except as specifically limited by board policies that establish the boundaries of prudence and ethics within which all executive activities and decisions must take place. The duties, expectations, and responsibilities of a called minister shall be as provided in the Letter of Agreement approved by the congregation, which shall reflect the minister’s role as defined in this section.
Section 2 – Standards and Procedures:
A. The current guidelines of the Unitarian Universalist Association (UUA) and the Unitarian Universalist Ministers Association (UUMA) relating to the call and termination of ministers, as amended from time to time, are incorporated in these bylaws. To the extent they are inconsistent, the UUA guidelines shall control.
B. The board shall adopt policies and procedures to implement the UUA and UUMA guidelines unless the board determines it is in the church’s best interest to depart from them.
Section 3 – Quorum and Voting:
A. The quorum for a congregational meeting to call or terminate a minister is 40 percent of the voting membership having Columbia, Mo., postal ZIP codes.
B. Voting to call or terminate a minister shall be by secret ballot.
Section 4 – Call of a Minister: A three-quarters (3/4) or higher vote of members present at a legally called congregational meeting is required to call a minister and approve the terms of the call as set forth in the Letter of Agreement.
Section 5 – Termination of a Minister:
A. Termination of a minister shall be in accordance with UUA and UUMA guidelines.
B. A majority vote of members present at a legally called congregational meeting is required to terminate a minister.
The fiscal year of UUCC is July 1 to June 30.
Article 10 – Indemnification of Trustees, Officers and Employees
UUCC shall, to the full extent permitted by Missouri statutes, indemnify all trustees, officers and employees whom it may indemnify pursuant thereto, and such indemnification will continue as to any person who has ceased to be a trustee, officer, or employee, and will inure to the benefit of the heirs, executors, and administrators of such person, all as provided by statute.
Whenever any meeting notice is required to be given under the provisions of these bylaws, the Articles of Agreement, or Chapter 355 RSMo., waiver of notice in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. A member or trustee also waives notice of a meeting by attending the meeting unless upon arrival the member or trustee objects to lack of or improper notice and does not vote for the objected-to action.
Except as otherwise provided in these bylaws, these bylaws may be amended at any congregational meeting by a two-thirds (2/3) vote of the members participating in the meeting, provided that the amendment has been approved by the Board of Trustees and a written copy of the proposed amendment has been provided to the members with the required notice of the meeting.
The church corporation may be dissolved upon the adoption of a plan of dissolution in the manner now or hereafter provided in Chapter 355 RSMo. In the event of dissolution, no liquidating or other dividends and no distribution of property owned by the corporation shall be declared or paid to any private individual, but the assets of the corporation shall be distributed as follows:
A. The assets shall first be applied to payment, satisfaction, or compromise of all liabilities and obligations of the corporation, or adequate provisions shall be made therefor.
B. Remaining assets shall be distributed to the Unitarian Universalist Association, an organization described in Sec. 501(c)(3) of the Internal Revenue Code, or its successor, for general purposes. If the Unitarian Universalist Association ceases to exist and has no successor, remaining assets shall be distributed to one or more organizations described in Sec. 501(c)(3) of the Internal Revenue Code as determined in the plan of dissolution.