Unitarian Universalist Church of Lancaster

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Bylaws of the Unitarian Univeralist Church of Lancaster

Approved at Congregational Meeting 05/01/11

ARTICLE 1 Name

The name of this corporation shall be “The Unitarian Universalist Church of Lancaster,” hereinafter “UUCL.”

ARTICLE 2 Object

The object of this church is to foster liberal religious living through worship, study, service, and fellowship, and to affirm and promote the seven principles of Unitarian Universalism, which are:

  1. The inherent worth and dignity of every person;
  2. Justice, equity and compassion in human relations;
  3. Acceptance of one another and encouragement to spiritual growth in our congregation;
  4. A free and responsible search for truth and meaning;
  5. The right of conscience and the use of the democratic process within our congregations and society at large;
  6. The goal of world community with peace, liberty and justice for all;
  7. Respect for the interdependent web of all existence of which we are a part.

ARTICLE 3 Governance

Section a. Governance at UUCL shall be based on a core principle of Unitarian Universalism: the right of conscience and the use of the democratic process within our congregations and society at large.

Section b. The congregation exercises its authority directly by vote, and indirectly through its elected representatives, i.e., the members of the Board of Trustees and the Nominating Committee.

Section c. Governance policies, consistent with these bylaws, are written, approved, instituted, and regularly reviewed, revised and maintained by the Board of Trustees. These policies shall define legal, ethical and practical constraints within which members, staff, and ministers are free to act.

Section d. Elected persons and the called minister(s) are accountable to the congregation and accordingly must consider the health, mission and vision of the congregation as a whole in their actions, within the scope established in these bylaws.

Section e. UUCL’s fiscal year shall be July 1 through June 30.

ARTICLE 4 Congregational Membership in the UUA

UUCL shall maintain membership in the Unitarian Universalist Association (hereinafter UUA) by meeting the obligations of such membership.

ARTICLE 5 Rights and Responsibilities of Membership in UUCL

Section a. After demonstrating an understanding of, and sympathy with, Unitarian Universalism, any person of age 18 or greater may sign the membership book and thereby become a member of UUCL.

Section b. It is specifically understood that membership is open to all qualified persons regardless of race, color, gender, affectional or sexual orientation, physical ability, or national origin.

Section c. Members have the right to receive current information on UUCL congregational organization and governance.

Section d. A member shall make an annual financial contribution of record to support UUCL.

Section e. Members shall remit annual denominational support at the level then assessed by the Unitarian Universalist Association and the Joseph Priestley District.

Section f. Any member of this church who has not made an annual financial contribution of record for a period of two (2) years may be removed from the membership rolls of the church by administrative determination based on policy.

Section g. Waivers of responsibility for UUCL and denominational financial support will be considered on request. Those with waivers shall retain full rights of membership.

Section h. Members are eligible to vote at congregational meetings of UUCL when they have been members for at least 60 days prior to the meeting and have made a financial contribution of record within the past year.

Section i. Members have a responsibility to participate in the programs, stewardship events and governance of the congregation to the extent that they are able. Members participate in governance by attending congregational meetings, electing leaders to represent them and voting on certain issues, as specified in these bylaws.

Section j. Members have the right to safety. Accordingly, any member who has exhibited behavior indicating said member is a serious risk to individuals or the congregation as a whole may be removed from membership as defined in policy.

Section k. The Board of Trustees may establish additional categories of membership with differing rights and responsibilities. Any additional category of membership shall not come into use until it has been defined in policy.

ARTICLE 6 Board of Trustees

Section a. The Board of Trustees has the ultimate responsibility for governance and fiduciary responsibility for UUCL’s assets on behalf of the congregation. The Board shall develop and maintain governance policies and shall ensure that the service of the ministers and the effectiveness of the ministries of the church are evaluated at regular intervals.

Section b. The Board of Trustees consists of seven (7) voting UUCL members. Each year two (2) or three (3) trustees (or the number required to replace trustees retiring or resigning from the Board of Trustees) shall be elected from the church membership at the spring meeting of the congregation. The term of a trustee is three (3) years. A trustee may serve two (2) successive terms of three (3) years. After completing service on the Board of Trustees, a member is eligible for re-election to the Board after three (3) years.

Section c. The Board of Trustees shall have power to fill all vacancies occurring on the Board until the next meeting of the congregation. A trustee filling a Board vacancy for less than one (1) year is eligible to serve two (2) additional three (3) year terms.

Section d. Trustees who are elected at the spring congregational meeting take office when the first subsequent meeting of the Board of Trustees is called to order or on July 1, whichever occurs first.

Section e. Standing committees of the Board of Trustees include:

  1. The Walters Trust Program Committee,
  2. The Development, Investment, and Trusts Committee,
  3. The Committee on Ministry.

The Board of Trustees appoints members of the standing committees with the exception that two (2) of the five (5) members of the Committee on Ministry are chosen by the minister(s) and one (1) by the other members of the Committee on Ministry.

Section f. The Board of Trustees may, as needed, constitute other committees of the Board.

Section g. The Board of Trustees shall approve the charges of all committees of the board.

Section h. Four (4) voting members of the Board of Trustees shall constitute a quorum to transact business.

Section i. A trustee may be presumed to have resigned after absences at three consecutive meetings.

ARTICLE 7 Nominating Committee

Section a. The Nominating Committee is a committee of the congregation and recommends candidates for Board of Trustees, Nominating Committee, and Treasurer and for standing committees (see Art. 6), as requested by the Board.

Section b. The Nominating Committee shall comprise four (4) members of the congregation at large and one retiring or former trustee.

Section c. Two (2) members are elected each year at the spring congregational meeting and may serve two (2) terms of two (2) years. After serving two (2) consecutive terms, a member is eligible to serve again after three (3) years.

Section d. The ex-trustee shall be designated by the Board of Trustees, and the term of office shall be one (1) year. The ex-trustee shall be responsible for initiating an update of the committee’s charge. Until an updated charge is approved by the congregation, the former charge shall stand.

Section e. Pursuant to the principle of congregational polity, members of the Nominating Committee shall elect their own chair and establish their own charge, which shall be subject to approval by the congregation at a congregational meeting.

Section f. The Board of Trustees shall have the power to fill all vacancies occurring on the Nominating Committee until the next congregational meeting.

Section g. The continuing members of the Nominating Committee shall convene the committee within four (4) months following the spring congregational meeting.

Section h. When directed by the Board of Trustees, the Nominating Committee shall seek candidates for a Ministerial Search Committee who represent various constituencies of the congregation. The congregation shall elect the Ministerial Search Committee at a duly called congregational meeting.

ARTICLE 8 Officers

Section a. The officers of the church shall include the president, vice-president and secretary of the Board of Trustees. The treasurer shall be an officer of the church but not a member of the Board of Trustees.

Section b. All officers except the treasurer shall be elected by the incoming Board of Trustees from among themselves at the first Board of Trustees meeting after the spring congregational meeting. The outgoing president shall preside until the election of the new president.

Section c. The treasurer is nominated by the Nominating Committee, appointed by the Board and confirmed by the congregation at the next congregational meeting. The treasurer’s term of office is three (3) years. The treasurer may serve not more than two (2) consecutive terms and is eligible to serve again after three (3) years.

Section d. The treasurer must be a voting member of UUCL.

Section e. It shall be the duty of the president to preside at all meetings of the congregation and of the Board of Trustees.

Section f. It shall be the duty of the vice president to perform the duties of the president in the absence of the president as well as any other duties which may be assigned.

Section g. It shall be the duty of the secretary to keep record of all meetings of the congregation and of the Board of Trustees, and to perform such duties as may be assigned to that officer.

Section h. Duties of the Treasurer shall be:

  1. To render to the Board of Trustees, as requested, reports on the financial condition of the church, recommendations for oversight of the congregation’s finances, recommendations for long-range financial planning and reviews of the financial standing of the church.
  2. To act, when directed by the Board, as a resource to staff and relevant committees regarding conventions and law of financial management and accounting.
  3. To ensure that the accounts of the church including all endowment funds receive a financial review or limited audit not less than once every five years. The financial review or limited audit shall be available for church members’ inspection.
  4. To perform such other duties in connection with the finances of the church as may be required by the Board. The Treasurer has no management authority and shall not participate in day-to-day financial decision making.

ARTICLE 9 Minister(s)

Section a. The minister(s) shall be responsible for the conduct of worship within the church and for the spiritual interests and work of the church as referenced in a current letter of agreement.

Section b. The minister(s) shall have freedom of the pulpit as well as freedom to express their own opinions outside the pulpit.

Section c. The minister(s) shall have ex-officio non-voting membership on the Board of Trustees. They shall work closely with the paid and volunteer staff and shall support action groups as necessary to fulfill the Ends and Vision of the church.

Section d. The minister(s) of this church shall be called, upon recommendation of the Ministerial Search Committee, at any meeting legally called for this purpose where the quorum and majority conform to the requirements of Article 11 of these bylaws. The Board of Trustees shall establish the terms of the ministerial letter of agreement.

Section e. A desire on the part of the church to dismiss a minister shall be determined by vote at a congregational meeting called for the purpose of considering such a question where the quorum and majority conform to the requirements of Article 11 of these bylaws.

ARTICLE 10 Meetings

Section a. One congregational meeting shall be held within fifteen (15) days of the first (1st) day of June on a date to be selected by the Board of Trustees. This meeting shall include the election of trustees, election of the Nominating Committee, confirmation of the treasurer, the adoption of a budget and the transaction of all other proper business.

Section b. A second congregational meeting shall occur within fifteen (15) days of the first (1st) day of October.

Section c. Special meetings of the congregation may be called at any time by the president or by three (3) members of the Board of Trustees or by petition of ten (10) percent of the members of the church for only such purpose as may be specified in the call of the meeting.

Section d. The Board of Trustees, minister(s) and senior staff, and active program groups shall present reports on recent activities and plans for the future at a duly called congregational meeting at least once a year.

Section e. At least ten (10) days notice shall be given for every congregational meeting.

Section f. A parliamentarian shall be designated by the board to ensure that Roberts Rules of Order (rev.) are observed at congregational meetings to the extent that they are consistent with these bylaws.

ARTICLE 11 Congregational Quorums and Majorities Required

Section a. At all meetings of the congregation other than those meetings and questions specified in Article 11, Section c, a presence at the beginning of a meeting of at least ten (10) percent of qualified members entitled to vote shall constitute a quorum to transact business.

Section b. At all meetings subject to the ten (10) percent quorum, transaction of business may continue until adjournment, notwithstanding the withdrawal of some members, as long as a minimum quorum of five (5) percent of membership remains.

Section c. A quorum of twenty-five (25) percent of qualified members shall be in attendance at any congregational meeting to consider, and shall be present at the time of any vote to decide, any of the following issues:

  1. Calling (a) minister(s)
  2. Dismissing (a) minister(s)
  3. In a single fiscal year, withdrawing from an endowment fund an amount in excess of five (5) percent of a weighted average of the fund’s fair market value averaged over at least the past two years.
  4. Transferring real estate.
  5. Dissolving the church.
  6. Modifying these bylaws.

Section d. To call (a) minister(s), the motion must have the approval of not less than eighty-five (85) percent of the votes cast. For all other issues requiring a quorum of twenty-five (25) percent of qualified members, motions require a two-thirds (2/3) majority of the votes cast.

Section e. The number of members, qualified by Article 5, necessary for a quorum shall be calculated by the administrative staff in advance of the meeting.

Section f. Neither absentee voting nor proxy voting shall be permitted at any congregational meeting.

ARTICLE 12 Endowments and Trusts

Section a. Endowment funds can only be established by a resolution of the congregation defining the purpose, governance and operational procedures of the fund.

Section b. Resolutions establishing endowment funds must contain a provision such that only in particular, temporary, difficult circumstances and where integrity of gift restrictions permit, may the congregation, at a meeting and by a vote both conforming to Article 11, authorize the distribution in a single fiscal year of an amount in excess of five (5) percent of the weighted average fair market value of the fund calculated over a period of the past two or more years.

Section c. Distributions from trusts or endowments that are not otherwise restricted, or whose restrictions leave some latitude for discretion, will be managed by the Board of Trustees, which is responsible for ensuring that restrictions and conditions associated with the distribution are met.

Section d. The Board of Trustees may delegate oversight of the management of endowment and trust funds to the Development, Investment and Trusts Committee or its successor.

Section e. Acceptance of restricted gifts: Gifts that include restrictions on their use must be accepted by congregational vote if the gift is more than $25,000. Gifts to current restricted funds, such as the Organ Fund, Windows Fund, or Ministers’ Discretionary Fund, and which have no additional restrictions on their use, are exempt from the requirement for congregational approval. The Board of Trustees and board-designees have the authority to accept restricted gifts that do not require congregational approval. The Board of Trustees is responsible for ensuring that restrictions and conditions associated with gifts are met.

Section f. Acceptance of unrestricted gifts: The congregation has exclusive authority to accept unrestricted gifts that are not cash, checks, or marketable securities such as stocks and bonds if the value of the gift is more than $10,000. The Board of Trustees and board-designees have the authority to accept unrestricted gifts that do not require congregational approval.

Section g. Allocation of bequests: Unrestricted bequests will be divided with a portion going to meet the current needs of the church and a portion going to one or more endowment funds. If the unrestricted bequests for a fiscal year total $50,000 or less, then fifty (50) percent will be allocated by the Board of Trustees to meet the current needs of the church and fifty (50) percent will be allocated by the Board of Trustees to an endowment fund. If the unrestricted bequests for a fiscal year total more than $50,000, then $25,000 will be allocated by the Board of Trustees to meet the current needs of the church and the remainder will be allocated by the Board of Trustees to one or more endowment funds.

ARTICLE 13 Transfer of Real Estate/Dissolution of UUCL

Section a. No action shall be taken at any regular or special congregational meeting with regard to the acquisition or disposition of real estate or the dissolution of the church unless notice of such proposed action shall have been fully set forth in the call for the meeting published in at least two mailings to the membership at two-week intervals, the last notice being postmarked at least 10 days before the meeting.

Section b. Approval of any action involving acquisition or disposition of real estate or the dissolution of the church shall require an affirmative vote under the conditions specified in Article 11 of these bylaws.

ARTICLE 14 Changes to the Bylaws

Additions or changes to these bylaws may be made at any legal meeting of the congregation, provided that the proposed change or amendment shall have been fully set forth in the call for such meeting. Adoption of any changes requires that the conditions of the meeting and the vote conform to Article 11 of these bylaws.

ARTICLE 15 Disposition of Assets

Should this church cease to function and the membership vote to disband as specified in these bylaws, any assets of the church will be transferred to the Unitarian Universalist Association for its general purposes, this transfer to be made in full compliance with whatever laws are applicable.

ARTICLE 16 Liability Limitations/Indemnification

Section a. Limited Liability

  1. Except as provided in this Article 16, Section b.2. following, no member of the Board of Trustees (or former member of the Board of Trustees) of the church shall be personally liable for monetary damages for any action taken as a member of the Board, or any failure to take any action unless the member of the Board breached or failed to perform the duties of his or her office under the Pennsylvania Nonprofit Corporation Law of 1988 (the “NCL”), as hereinafter amended from time to time, and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. This limitation of liability shall not apply to responsibility or liability of a member of the Board of Trustees pursuant to a criminal statute or the liability of a trustee for the payment of taxes pursuant to local, state, or federal law.

Section b. Indemnification

  1. With regard to matters set forth in the NCL, the church shall indemnify, and may advance expenses on behalf of any person who was or is a representative of this church to another organization to the fullest extent permitted by the NCL and in accordance with standards of procedures required by the NCL.
  2. Anything to the contrary notwithstanding, the church shall not indemnify trustees, officers or other persons or entities, pay their expenses in advance or pay insurance premiums on their behalf if such indemnification payment, advance expense payment or payment of insurance premiums shall constitute a violation of any of the provisions of the Internal Revenue Code of 1986 applicable to an organization described in Section 501 (c) (3) of said Code (or the corresponding provisions of any applicable future United States internal revenue law).

This printing includes changes up to and inclusive of those voted on May 1, 2011.

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