BYLAWS of the Unitarian Universalist Church of Buffalo
(Adopted by the Congregation on January 26, 2014)
ARTICLE I: THE CHURCH
Section A. Organization and Name The Unitarian Universalist Church of Buffalo (“the Church”) is a corporation organized under Article 19 of the Religious Corporations Law of the State of New York.
Section B. Purpose and Affiliations
The Church is a “religious corporation” under New York State’s law and is a member of the Unitarian Universalist Association of Congregations and its Saint Lawrence District in its Central East Regional Group. The Church may also be a member of such other Unitarian Universalist related organizations as the Board of Trustees or the Congregation shall authorize.
Section C. Mission Statement
Gather -- Inspire -- Transform
We gather in loving community, inspiring one another
to transform ourselves to create a more just and compassionate world.
ARTICLE II. GOVERNANCE
Section A. Congregational Authority
The ultimate authority for all matters pertaining to the operation of the Church rests with the Congregation, which consists of its members who are eligible to vote. The Congregation functions as a legally constituted body at its Fall, Winter and Special Meetings (“Congregational Meetings”).
Section B. Board of Trustees Authority
The Board of Trustees (The “Board”) acts on behalf of the Congregation. In doing so it establishes policies and monitors and evaluates the Church’s ongoing operations. The Board serves as the governing body of the Church and represents the Congregation’s will when it provides policy direction for all Church activities. It operates as a unit. Individual trustees have no authority to act or make decisions unilaterally.
The Board of Trustees shall work collaboratively with the Minister, the Director of Lifespan Faith Development, the Director of Music, the Church Administrator and any other professional and volunteer staff who are implementing the Church’s mission. In all matters, however, the Board’s authority is subject to any specific decision made by the Congregation at any Congregational Meeting.
ARTICLE III. MEMBERSHIP
A. Qualifications for Membership
Application for membership in the Church is open to all persons who are 15 years of age or older and who are in sympathy with the principles and purposes of the Unitarian Universalist Association and the Church’s Mission Statement in Article I, Section C of these ByLaws.
B. Definitions of Members of the Church
1. Definition of “Member”
A Member is one who has affirmed a commitment to the Church by signing the Membership Book or other official record of the Church’s membership and who makes an annual pledge of financial support or an annual contribution of record or, alternatively, who has formally declared during each affected budget year his or her inability to make any financial contribution to the Church. The signing of the Membership Book or other official record of Membership must be witnessed by a Minister or a member of the Board of Trustees. The requirement that the signing be witnessed may be waived only by compelling circumstances.
2. Definition of “Member In Good Standing”
The Members who are in “good standing” constitute the official roll for reporting membership to the Unitarian Universalist Association and to the Saint Lawrence District. A member is not “in good standing” if he or she is in a suspension status as a result of action taken by the Board of Trustees and has not been reinstated to good standing status in the manner provided in Section D. 3. c. below. Only a “member in good standing” can hold elective office or serve on a Board Committee.
C. Voting Rights
The right to vote at any Congregational Meeting is limited to those who, at the time of such meeting, are “members in good standing” and who have been such for the preceding four months. A current list of voting Members shall be available at each Congregational Meeting.
D. Resignation, Suspension or Termination of Membership
1. Policy regarding involuntary changes in membership
The Congregation intends that membership matters be handled with sensitivity and care for all who seek or have obtained membership in the Church.
2. Voluntary Resignation
Any Member may resign his or her membership by a signed notice directed to the Church office or to the Board.
3. Suspension Status
a. Any Member who has not, during the preceding calendar year, made a pledge of financial support, a contribution of record or a formal declaration of inability to contribute may be placed in Suspension Status by vote of the Board of Trustees at any regularly scheduled meeting.
b. A list of members eligible for suspension shall be prepared one month before the Board meeting at which a decision on suspension status is scheduled to be considered.
c. A suspended Member shall be reinstated without Board action if he or she makes a pledge or contribution of record or a formal declaration of inability to contribute that year and directs a signed notice to the Church office that he or she wishes to be reinstated as a Member in good standing.
d. A person whose membership status has been suspended for more than two years and to whom written notice has been sent to his or her last known street, P.O. Box or electronic address may be removed from the Church’s membership list by action of the Board of Trustees taken at a regularly scheduled meeting held more than thirty days after such notice was sent.
ARTICLE IV. MEETINGS
A. Regular Congregational Meetings
Two regular Congregational Meetings shall be held each year. The “Fall Meeting” shall be held not later than October 10th and the “Winter Meeting” shall be held not later than February 10th. At the Fall Meeting the Congregation will adopt the budget for the following calendar year. At the Winter Meeting the Congregation will elect members of the Board of Trustees to fill vacant positions on the Board. The presiding officer shall conduct all Congregational Meetings in accordance with Robert’s Rules of Order, Revised.
B. Special Congregational Meetings
The Board of Trustees may call a Special Congregational Meeting at any time on its own motion. The Board may also call a Special Meeting upon the request of at least ten (10) voting members of the Church. The purpose of a Special Congregational Meeting shall be clearly stated in the announcement of the meeting. No other matters may be placed on the agenda of a Special Congregational Meeting.
C. Notice of Congregational Meetings
1. Timing and Substance of Required Notice
The Trustees shall give notice of all Congregational Meetings to each member entitled to vote. Such notice must be sent not less than ten or more than fifty days before the meeting. Notice of a Congregational Meeting shall state the date, time and place where it is to be held. Any notice of a Winter Congregational Meeting shall include the names of any trustees whose successors are to be elected at the meeting.
2. Options for Sending Required Notices
If the Church’s records indicate that two or more voting members occupy the same residential premises, a single meeting notice to both or all of them may be sent to that household, provided that both or all such names are included in the address of the notice that is sent. Notices of meetings referred to in this section may be sent electronically if a voting member of the Church signs a written consent authorizing such a procedure and provides it to the Church’s office.
D. Required Quorum
At all Congregational Meetings at least fifteen (15) percent of the qualified voting members shall be necessary to constitute a quorum.
E. Conducting Congregational Meetings
The President of the Board of Trustees shall call the meeting to order, declare whether a quorum exists and present the agenda. As the next order of business a presiding officer and at least two members who will count the votes on any issue shall be elected.
F. Secretary’s Role
The Secretary of the Board of Trustees shall act as the recording secretary of all Congregational Meetings.
G. Election of Trustees
At each Winter Congregational Meeting successors to those trustees whose terms have expired shall be elected for a term of three years thereafter. If a successor is replacing a trustee who has died, resigned or otherwise ceased to be a trustee prior to the end of his or her term, the successor will be elected for a term that expires at the scheduled expiration of the former trustee’s term.
ARTICLE V. BOARD OF TRUSTEES
A. Number and Election of Trustees
The Congregation’s Board of Trustees (the “Board”) shall consist of seven members. At least two Board members shall be women and at least two shall be men. At successive Winter Congregational Meetings, three, two and two of the seven Board members shall be elected for three-year terms. The Congregation’s vote for trustees shall be by paper ballot. A trustee who has served for fewer than three consecutive years may be elected for two additional three-year terms. A trustee who has served for at least six consecutive years will not be eligible for election until two years have elapsed since his or her consecutive years of service. No person shall be eligible for election to the Board until he or she has been a voting member of the Church for at least two years.
B. Minister’s Role
The Minister shall be a non-voting member, ex officio, of the Board.
C. Required Quorum
Four voting members of the Board shall constitute a quorum.
D. Replacement Trustees
If a trustee resigns, dies or ceases to be a voting member of the Church, the office shall be vacated. A majority of the remaining trustees may agree upon a replacement, who will serve until the next Winter Meeting. At that meeting the vacancy will be filled for the unexpired term.
E. Selecting a President Pro Tempore
If the President and Vice-President are both absent at a Board meeting, a majority of the voting Board members who are present may elect a President pro tempore.
F. Selecting an Alternative Secretary
If the Secretary is absent at a Board meeting, the presiding officer shall appoint an alternative Secretary from among the Board members present.
G. Limitations Upon the Trustees’ Authority
The trustees shall not have the power, without the Congregation’s consent, to buy, transfer or mortgage real estate. If emergency expenditures are necessary for the preservation or protection of church property, the trustees may expend or commit funds in an aggregate amount not to exceed $25,000 above the amounts in relevant line items in the approved budget for the year.
H. Limitations On Use of Executive Session
All Board meetings shall be open to any member of the Congregation. The Board may use Executive Session procedures to discuss personnel matters and any other subject that eighty (80) percent of its present voting members decide needs private consideration to avoid injury to the Church or any of its members.
ARTICLE VI. OFFICERS
A. Officers’ Roles
The officers of the Congregation and the Board of Trustees shall be the President, the Vice-President, the Treasurer and the Secretary, each of whom shall have the powers and responsibilities specified by these ByLaws and/or by applicable New York State law.
B. President’s Duties
The President of the Congregation shall:
1. preside at all Board meetings unless the President is not available, and shall conduct all meetings in accordance with Robert’s Rules of Order, Revised;
2. present the Board’s Report to the Congregation at the Fall and Winter Congregational Meetings;
3. present for the Board’s consideration any policy matter, not otherwise delegated, that has been brought to his or her attention with a request for a response from the Board;
4. ensure that the Church is adequately represented in legal proceedings involving the Church as a religious corporation.
C. Vice-President’s Duties.
The Vice-President of the Congregation shall assume the duties and responsibilities of the President if the President is unavailable.
D. Secretary’s Duties
The Board’s Secretary shall:
1. record and maintain minutes of each meeting of the Board;
2. give due notice of meetings to all Board members and others whose presence is desired;
3. serve as the Board’s Corresponding Secretary;
4. be responsible for the Seal of the Church; and
5. cause an accurate list of the voting members of the Church to be maintained.
E. Treasurer’s Duties
The Treasurer shall:
1. be responsible for the receipt, disbursement and security of all Church reserves, defined as Cash on Hand, Cash in Bank Accounts, and Marketable Investments;
2. serve as a voting member of the Endowment Committee and of the Finance Committee;
3. ensure that funds are disbursed in accordance with the approved annual budget and/or by special instruction from the Board;
4. ensure that all checks, drafts and other bank instruments for withdrawal or transfer are signed in accordance with the signing authority approved by the Board; and
5. present the Church’s annual statement of financial affairs at the Winter Congregational Meeting following the end of the Church’s fiscal year.
F. Term Limits
No officer shall serve for more than six consecutive years.
ARTICLE VII. THE MINISTER
A. Election and Tenure
The Minister of this Church shall be elected by paper ballot at a Congregational Meeting by a ninety (90) percent vote of the voting members present. The Minister shall have indefinite tenure until his or her relationship with the Church is terminated by resignation, death or release by a majority vote of the members of the Congregation at a Special Congregational Meeting called for that purpose. For termination, three months’ notice shall be given by either party unless such notice is waived by mutual consent.
B. Fellowship with the Unitarian Universalist Association
Prior to being elected as Minister of the Church, the candidate shall disclose whether or not he or she is in fellowship with the Unitarian Universalist Association. If the candidate is not in fellowship and is elected, he or she shall promptly apply for, and diligently pursue, such fellowship. If he or she fails to do so or if the Unitarian Universalist Association declines to grant such fellowship status, the Board shall bring the matter before a Congregational Meeting, for consideration of such action as the voting members present deem appropriate.
C. Minister’s Responsibilities to the Congregation
The Minister shall be responsible to the Congregation in matters of tenure or when performing religious duties or implementing religious policies.
ARTICLE VIII. COMMITTEES
A. Board Committees
1. The Board of Trustees shall establish Board Committees that it feels are necessary to enable it to fulfill its responsibilities.
2. The Board shall appoint the Chairperson of each Board Committee and shall affirm its members.
3. A quorum shall consist of a majority of the voting members of a Board Committee.
Because the Board has globally delegated the authority and responsibility for church operations to the Minister, he or she has the authority to hire and fire all other paid and volunteer Church staff members. The Minister shall also be responsible for all negotiations leading to salaried employment, contract, promotion or release from employment, as well as for establishing the duties of all paid and volunteer staff members.
ARTICLE X. THE ENDOWMENT
A. Board of Trustees Responsibilities
1. The Board of Trustees shall review the structure and the management of the Endowment Fund from time to time in accordance with its legal obligation under federal and state laws.
2. All restricted gifts designated for endowment shall be added to the Endowment Fund of the Church.
B. Board of Trustees Discretionary Authority
1. If an unrestricted bequest is received when an unpaid obligation exists on a pledge made during the decedent’s lifetime, the Board of Trustees may direct that so much of the bequest as will pay all or part of the unpaid pledge shall first be applied to that unpaid obligation, with the remainder of the bequest, if any, being added to the Endowment.
2. Nothing herein shall preclude the Church, acting through the Board of Trustees or the Congregation, from rejecting a gift of funds during the donor’s lifetime or institutional existence, or a gift of funds by Will, if the Board or the Congregation decides that accepting the gift would be inappropriate under the Congregation’s heritage and principles.
ARTICLE XI. AMENDMENTS, PROCEDURE & EFFECTIVE DATE
This Congregation’s ByLaws may be amended by a two-thirds (2/3) vote of voting members present at a Congregational Meeting, provided that any proposed amendments shall have been sent in written or electronic, when appropriate, format with the notice of the meeting. Amended ByLaws that are approved supersede all prior ByLaws and take effect immediately.