April 13, 2009 Draft


Article I:  The Fellowship

Section 1:  Purpose 
The purpose of the Unitarian Universalist Christian Fellowship is to inspire our members to worship God, follow Jesus and serve the common good.

Section 2:  Name
The name of this corporation is Unitarian Universalist Christian Fellowship, Inc. In the following by-laws it will be referred to as the Fellowship. 

Article II: Governance

Section 1:  Authority of Members
The ultimate authority for all matters pertaining to the function of the Fellowship lies with its members. The members elect the Board of Trustees.

Section 2:  Delegation of Powers
(a)  All powers are vested in the membership in accordance to the laws of the state of Massachusetts     .
(b)  The members of this Fellowship delegate the power to conduct the business of this Fellowship to the board upon the election of the board by the membership.

Section 3:  Board of Trustees Authority
The Board of Trustees (Board) acts on behalf of the members of the Fellowship, sets policies, and evaluates the Executive Director’s performance. The Board serves as the governing body of the Fellowship.   The Board operates as a unit; individual Trustees have no authority to act or make decisions unilaterally unless specifically authorized by these by-laws or so empowered by the Board.
The Board and the Executive Director are responsible for the creation and monitoring of a long-range plan. This plan serves as the basis for ongoing activities of the Fellowship and is monitored and modified as necessary on an ongoing basis. Annually, the Board and the Executive Director review the long-range plan and set goals to support the plan and the ongoing activities and programs of the Fellowship. 

Section 4:  Executive Director’s Authority
 (a) The Board of Trustees may hire an Executive Director whose responsibility is to enact the policies of the Board of Trustees.
(b) The Executive Director reports directly to the Board of Trustees and is evaluated annually by the Board of Trustees.
(c)  The Board of Trustees shall outline the limitations of the Executive Director’s role.  The Executive Director shall not violate those limitations.

Article III:  Membership

Section 1:  Qualifications for Membership
Membership in the Fellowship shall be open to anyone sixteen (16) years and older or any religious organization who support this Fellowship’s purposes.
An individual becomes a member of the Fellowship by requesting membership in the Fellowship and making a contribution of record to the Fellowship.  An institution becomes a member of the Fellowship by submitting a request authorized by its governing body to the Board of Trustees.

Section 2:  Definitions of a Member
Membership the Fellowship shall not be restricted in any way on the basis of race, color, age, sex, sexual orientation, gender identity, religious affiliation, nationality, political affiliation, occupation, educational status, physical abilities or any other attribute not related to a person’s support for the purposes of this Fellowship.

Section 3:  Voting Rights
All members are entitled to vote at the Annual Meeting, where reports from officers and the Fellowship’s Financial Statement will be disclosed.

Section 4:  Resignation and Termination of Membership
A person shall cease to be a member:
(a) Upon resigning;
(b) Upon failure to pay annual dues after two annual reminders have been mailed and after no response from member requesting a waiver of dues.  Failure to pay dues and/or contact the Executive Director or President of the Board will result in dropping a member from the membership rolls.  The Executive Director shall inform the Board annually of the list of persons whose were dropped from membership.
(c) Upon a unanimous vote of the board that the member has by action or word indicated non-support for this Fellowship’s purpose or flagrant violation of the terms of these by-laws.

Section 5:  Reinstatement of Membership
Membership may be reinstated for any member terminated pursuant to Section 4 (c) who, having addressed the causes for initial termination, seeks approval of reinstatement by the Membership Committee Chair and an affirmative two-thirds vote of the Board.        

Section 6:  Dues
The annual dues for the Fellowship are to be determined by the Board of Trustees.  

Article IV:  Meetings of the Fellowship

Section 1:  Annual Meeting
(a)  The annual meeting of the Fellowship shall occur once each calendar year at a time and place set by the board.
(b)  Members shall be notified of the Annual Meeting in a mailing, either by post or email, posted at least thirty (30) days prior to the meeting.  The notification should include, at a minimum, the time and location of the meeting, the business to be conducted at the meeting and, ballots if applicable.
(c)  The board, upon receipt of a petition signed by at least 10% of the then current membership of the Fellowship requesting that an item of business be added to the agenda of the annual meeting, shall add that item to the meeting agenda, provided that the petition was in the hands of the board secretary at least 15 days prior to the annual meeting.
(d)  All meetings of the membership of this Fellowship including the annual meeting shall be conducted in accordance with Robert’s Rules of Order.
(e)  Quorum: The quorum at the annual meeting shall be at least 10% of the membership of record at the time of the meeting.  If the only items of business are those that require ballots, absentee ballots may be considered equivalent to members in attendance for the purpose of calculating a quorum.

Section 2:  Additional Meetings of the Fellowship
Additional meetings of the membership may be called by the Board of Trustees or by petition signed by at least 10% of the then current membership of the Fellowship.  All the rules applicable to the conduct of the annual meeting shall apply to any other meetings of the membership.

Article V:  Elections

Section 1:  Composition of the Nominating Committee

(a) The Board of Trustees shall appoint a Nominating Committee at least 90 days prior to the annual meeting.

(b) The Nominating Committee shall consist of three members, including at least one trustee and one non-trustee.

Section 2:  Duties of the Nominating Committee
The Nominating Committee is responsible for presenting a slate of trustees to the Annual Meeting of the Fellowship, designating which of these trustees are officers and their title.

Section 3:  Election Procedures
(a)  All elections shall be conducted at the annual meeting and in accordance with Robert’s Rules of Order
(b)  Ballots: All elections shall be by secret ballot unless this requirement is overridden by an affirmative vote of at least 2/3 of those in attendance at the annual meeting. 
(c)  Counting: The chair of the meeting shall call for at least two volunteers to serve as election clerks.  The clerks shall collect the ballots at the call of the meeting chair, and retire to count the ballots.  Each clerk should independently count the ballots and compare their counts.  If the clerks’ totals differ, then the count is repeated until there is agreement.  If the clerks cannot agree on the meaning of a ballot, the clerks shall call the meeting chair, who will make the decision.  Once the results are agreed upon, the clerks will give the results to the chair for announcement.

Article VI: Board of Trustees

Section 1:  Meeting
The Board shall meet at such times and places and upon such notice as the President or any three of its members may direct, or as the Executive Committee may determine.  Four members shall constitute a quorum at meetings of the Board.  All meetings shall be conducted in accordance with Robert’s Rules of Order.

Section 2:  Petitions
The Board shall, upon receipt of a petition signed by at least 10% of the then current membership of the Fellowship, act upon that petition no later than the next regularly scheduled meeting of the board.

Section 3:  Composition and Powers
The Board of Trustees shall consist of nine trustees, four of whom have been designated as officers.  The trustees shall have full control of all business and interests of the Fellowship and of the management and direction of its property, funds, and operations.

Section 4:  Nominating, Election and Appointment of Officers
There shall be nine trustees, three to be elected at each annual meeting for terms of three years. Trustees may be elected for no more than two consecutive terms.  The term for the president and vice-president shall not be concurrent. Trustees must be a member in good standing with the Fellowship.

Section 5:  Executive Committee
(a)  There shall be an Executive Committee consisting of the President, the Vice President, the Treasurer, and the Secretary.  
(b)  The Executive Committee will be empowered to act on behalf of the Board of Trustees between meetings of the Board.  The Executive Committee may must meet in real time either in person or electronic communications.
(c)  All actions of the Executive Committee must be confirmed at a meeting of the Board. All members of the Executive Committee must be present to vote.

Section 6:  Removals and Vacancies
The Executive Committee may fill any vacancy in the board of trustees or in the Executive Committee.  Any person appointed to fill a vacancy by the Executive Committee shall serve the unexpired balance of the term of the Trustee whose position has become vacant.

Section 7:  Appointments
The Board of Trustees shall appoint committee chairs as they deem appropriate.  Committee chairs must be a member in good standing with the Fellowship.

Section 8:  Additional Staff
(a)  The Board of Trustees is empowered to employ any additional staff it deems necessary to fulfill its duties under these by-laws.
(b)  The Executive Director shall hire, supervise and terminate staff he or she deems necessary to thefunctions of the Executive Director and do not violate the limitations placed upon the Executive Director by the Board of Trustees.

Article VII:  Officers of the Fellowship

Section 1:  Officers
(a)  The officers of the Fellowship shall be a President, Vice President, Treasurer, and Secretary.  
(b)  The officers are designated by the nominating committee prior to their election and shall remain as that officer during their elected term unless:
1.  The officer requests a change of status and this request is approved by the board President, or
2.  A change in the officer’s status is approved by a 2/3 vote of the board of trustees. 

Section 2:  President
(a)  The President shall preside at all meetings of the Fellowship shall chair the Executive Committee and shall perform such other duties as usually pertaining to his or her office.
(b)  No individual shall serve as President for more than four terms.

Section 3:  Vice President
In the absence or disability of the President the Vice President shall perform the duties of the President.  

Section 4:  Secretary
The Secretary shall keep a record of all proceedings of the Fellowship, and submit said minutes the Board of Trustees in advance of their regular meetings. The Secretary shall also give notice of all meetings of the Fellowship and of the Executive Committee.

Section 5:  Treasurer
The Treasurer shall receive, collect and disburse the funds of the Fellowship subject and shall be supervised by the Executive Committee.  He or she shall keep proper books of account and make reports to the annual meeting of the Fellowship and to the Executive Committee. The Treasurer’s report may be audited annually by such person or persons as the Executive Committee may designate.

Section 6:  Past President
The immediate past president shall serve on the Board of Trustees for one year following the completion of his or her presidency.

Article VIII: Finances

Section 1 Fiscal Year:  
The Fiscal Year of the Fellowship shall be from April 1 to March 31.

Article IX:Amendment of By-Laws

These by-laws may be amended, altered or repealed, or an entirely new set of by-laws substituted by a vote in favor of such a proposed action by not less than two-thirds of the members present and voting at any annual meeting, or at a special meeting called for the purpose. Notice of any proposed action, sufficiently indicating the nature thereof, shall be contained in the call of any such annual or special meeting.

Article X:  Dissolution

Section 1:  Dissolution:  
This Fellowship may be dissolved by a 2/3 vote of the members present and absentee ballots cast at a duly called meeting of the membership where dissolution of the Fellowship is an order of business.  Notice of this meeting and an absentee ballot must be sent to each current member of the Fellowship at least 30 days prior to the meeting.

Section 2:  Assets:   
Upon dissolution, all outstanding debts of the Fellowship shall be paid.  The remaining assets, both real and personal, shall become the property of a religious organization designated by the board whose purposes and principles are consistent with that of the Fellowship, subject to all applicable laws.

Revised June 1998
Revised June 2009