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Bylaws of UUCBV - Final Draft

Bylaws of the Unitarian Universalist Church of the Brazos Valley


ARTICLE I. NAME

The name of this religious organization is THE UNITARIAN UNIVERSALIST CHURCH OF THE BRAZOS VALLEY, (formerly: THE UNITARIAN FELLOWSHIP, COLLEGE STATION, TEXAS). This religious organization is incorporated under the laws of the State of Texas, file number 20417801. 


ARTICLE II. PURPOSE 

The purpose of this Church is the study and practice of religion as guided by our vision, mission, and values. 


ARTICLE III. DENOMINATIONAL AFFAIRS 

This Church is a member of the Unitarian Universalist Association and the Southern Region of the UUA or its successors. As a member of the UUA, this Church covenants to uphold the values and covenant of the Association as stated in Article II of the UUA bylaws. 


ARTICLE IV. MEMBERSHIP 

§1. Any person fourteen (14) years of age or older who is in sympathy with the purpose of this Church as stated in Article II, and who wishes to become a member of this Church may do so by signing the Membership Book. 

§2. No test of creed, faith, national origin, ethnicity, color, race, gender or gender expression, sexual orientation, marital or family status, or physical or mental ability shall be imposed as a condition of membership. 

§3. The members of this Church shall include Voting Members and Associate Members. Voting Members are those who have made a recorded monetary or in-kind contribution or whose name has been included in a family unit contribution to the Church within the current or immediately preceding fiscal year. Associate Members are those who wish to be affiliated with the Church, have signed the membership book, but choose not to make a monetary or in-kind contribution; and those who participate in the congregation and choose not to sign the membership book. The Board of Trustees may make exceptions to these rules for cause.

§4. Only Voting Members shall be included in the certified population count of the Church.         

§5. Withdrawal from membership shall be done by informing the Minister or the Board of such intent. Any member who has died or who cannot be located for a period of one (1) year or more may be removed from the member roll at the discretion of the Board.

§6. The Board shall have the power to cancel membership of any person whose conduct threatens the well-being of the congregation pursuant to the  Serious Covenant Breach Policy. A motion for cancellation of membership shall require an affirmative vote of seventy-five (75) percent of the members of the Board of Trustees. 


ARTICLE V. FISCAL AFFAIRS 

The fiscal year of the Church shall be from July first (1) through June thirtieth (30). 


ARTICLE VI. AUTHORITY

§1.  The Voting Members of the Church, acting together in accordance with the procedures laid out in these bylaws, are the ultimate authority of the church with the power to:

  • Call or dismiss a settled minister;

  • Approve the annual operating budget;

  • Buy, sell, or encumber any real estate that is owned by the Church;

  • Mortgage, encumber, or commit any asset owned by the Church; and

  • Assert the congregational authority laid out in any other section of these bylaws.

§2: The business and affairs of the Church are managed under the direction of the Board of Trustees, in accordance with the Board’s policies and these bylaws.

§3.  The Minister shall function as the executive for the church unless otherwise designated by the Board of Trustees through a majority vote of the Trustees present at any regular or called Board meeting at which a quorum is present.


ARTICLE VII. MEETINGS 

§1. The annual business meeting of the church shall be held in the final quarter of each fiscal year at such time and place as determined by the Board. The purpose of the annual business meeting shall be to elect officers, at-large trustees, and new members of the nominating committee; to approve the budget for the ensuing fiscal year; and to transact such business as may be properly brought before the meeting. 

§2. Special business meetings shall be called by the Board of Trustees when deemed necessary or upon written petition of any five (5) Voting Members submitted to the President of the Board. 

§3. The Board shall determine the time and place of all business meetings, which may be in-person, electronic, or hybrid. The agenda for each meeting shall be set forth in the notice of the meeting which shall be submitted to all Voting Members in writing via electronic or U.S. mail at least fourteen (14) days prior to the meeting. The Treasurer, in collaboration with staff designated by the Minister, shall post a list of Voting Members fourteen (14) days prior to all business meetings. At any business meeting, an item may be added to the agenda by a majority vote of the Voting Members present. 

§4. Only Voting Members who signed the Membership Book at least thirty (30) days prior to the meeting shall have the right to vote. There will be no proxy voting unless otherwise specified in these Bylaws. A quorum to transact business shall be equal to twenty percent (20%) of the Voting Members unless otherwise specified in these Bylaws. 

§5. Disposition, acquisition, or other conveyance of real property must take place at a Congregational Meeting and requires approval of two-thirds (2/3) of all adult Voting Members of the congregation. Voting by specific proxy is allowed. Voting members of minor age, as restricted by State law, may not vote on any motion concerning real property.  


ARTICLE VIII. BOARD OF TRUSTEES 

§1. The Board of Trustees shall consist of five (5) officers and four (4) at-large trustees. Only Voting Members can serve on the Board of Trustees. A quorum, consisting of six (6) board members, is required for the transaction of business at Board meetings, and decisions at Board meetings shall be made by a majority vote of the Trustees present; provided that an action required to be taken at a meeting of the Trustees or an action that may be taken at a meeting of the Trustees or a committee may be taken without a meeting if a written consent, stating the action to be taken, is signed by the number of Trustees or committee members necessary to take that action at a meeting at which all of the Trustees or committee members are present and voting. The consent must state the date of each director's or committee member's signature. Prompt notice of the taking of an action by Trustees or a committee without a meeting by less than unanimous written consent shall be given to each Trustee or committee member who did not consent in writing to the action.

 The Minister shall be an ex officio non-voting member of the Board. 

§2. The Board shall be responsible for the administration of the business affairs of the Church, reporting Board decisions to the membership, carrying out the aims of the Church, setting meeting times and dates, establishing and disbanding standing committees, establishing and appointing members to ad hoc committees, determining the membership of the Committee on Ministry, and setting the time and place for the Sunday services of the Church. Each year the Board shall appoint or reappoint the Church Agent. If a different agent is appointed the Board Secretary shall notify the corporations’ section of the Office of the Secretary of State of the State of Texas. The members of the Board are expected to fill their charge at the pleasure of the Church or until they resign or complete the stipulated term of office. After three (3) consecutive absences from Board Meetings a board member may be replaced by the Board. 

§3. Any vacancy which develops in an elective office, other than the Office of President, shall be filled by the Board, and the person appointed shall serve until the next July first (1). The President-elect shall assume the presidency if there is a vacancy in that office. 

§4. Job descriptions for all employees of the Church shall be developed by the Minister and approved by the Board of Trustees. 

§5. Both regular and special meetings of the Board of Trustees may be held by means of a remote electronic communications system to the extent permitted by the laws of the State of Texas, including without limitation videoconferencing technology or the Internet, provided that all Trustees consent to the meeting being held by means of such system and the system provides access to the meeting in a manner that allows all participants to communicate concurrently with each other. 


ARTICLE IX. DUTIES AND TERMS OF OFFICERS AND OTHER TRUSTEES 

§1. The officers shall be President, President-elect, Immediate Past-president, Secretary, and Treasurer. Each year a new President-elect will be elected for a three-year (3) term; the first (1) year will be as President-elect; in the second (2) year, they will assume the Office of President; and in the third (3) year, they will serve as Immediate Past-president. The Secretary shall be elected for a two-year (2) term in even-numbered years. The Treasurer shall be elected for a two-year (2) term in odd-numbered years. Newly elected officers and other trustees take office on July first (1). Two (2) At-large Trustees shall be elected in even-numbered years for a two-year (2) term and two (2) At-large Trustees shall be elected in odd-numbered years for a two-year (2) term. At-large Trustees, Secretary, and Treasurer may not serve more than two (2) consecutive full terms in that elected position. 

§2. The President shall preside at all Church and Board of Trustees meetings and shall perform all other duties that usually pertain to the Office of President, including without limitation executing legal documents on behalf of the Church, and such other duties as may be delegated by the members. When a Minister is not employed, the President shall supervise the professional staff and office personnel. 

§3. The President-elect shall assist the President, performing such duties as prescribed by the President and the Board, and shall become familiar with the duties of the presidency, and shall assume the Office of the President the year following election as President-elect. In case of absence or disability of the President, the President-elect shall perform the duties of the President. 

§4. The Secretary shall coordinate administrative matters of the Board, prepare correspondence as needed, record accurate minutes of Board meetings and business meetings of the Church, report the official record and voting eligibility at the Annual Meeting, and determine that a quorum is present. All records of the Secretary shall remain the property of the Church. 

§5. The Treasurer shall have custody of all moneys and securities of the Church and shall keep account books. All moneys of the Church shall be deposited in depositories approved by the Board. The Treasurer shall make duly authorized disbursements and shall prepare the Annual Financial Report and interim reports deemed necessary by the Board.


ARTICLE X. NOMINATING COMMITTEE 

§1. The Nominating Committee shall consist of four (4) Voting Members serving two-year (2) overlapping terms. Two (2) committee members shall be elected in odd-numbered years and two (2) committee members shall be elected in even-numbered years. 

§2. At the time of their election, at least two (2) members of the Nominating Committee should have served on the Board of Trustees within the past three (3) years. 

§3. The responsibilities of this committee are to furnish voters at the Annual Meeting with nominees for vacancies of elected offices and other Board of Trustee vacancies and Ministerial Search Committees, as needed. Nominations will be needed to fill vacancies in the total membership of the Nominating Committee itself. 

§4. All nominees must have given prior consent to their nominations. The total slate of nominees shall be furnished to Voting Members fourteen (14) calendar days before the Annual Meeting, provided those nominees have given prior consent. 


ARTICLE XI. COMMITTEE ON MINISTRY  

§1. The Committee on Ministry (COM) consists of the Minister and three (3) Voting Members of the congregation (Congregational Member) who serve three (3) year terms, with one (1) Congregational Member’s term ending at the end of each fiscal year. Congregational Members are selected by the Board from a list of not fewer than three (3) names unanimously submitted by the COM. Upon the next occurring vacancy on the COM after the arrival of a newly called minister, the Board will select at least one (1) member from the Search Committee as the new Congregational Member on the COM.

 

§2. Members of the COM serve as a confidential “sounding board” for 

developments in the ministry. The COM demonstrates absolute confidentiality 

by all members regarding committee activities and work. As a team of trusted lay leaders, the COM provides feedback and reflections upon the ministry of the Church.

 

§3. The COM has a dual role of leading the development of good practices for 

engaging conflict well, as well as developing and holding good process and 

patterns for the congregation during a time of conflict. Committee members 

should always encourage congregants to address their needs or complaints to 

the Minister or staff directly, but in instances where conflict cannot be resolved

between those parties, the COM will act as a mediation support between the 

Minister, staff, and congregants. 

 

§4. The COM provides support and encouragement to the minister to receive appropriate, healthy, and necessary Professional Development. 

 

ARTICLE XII. MINISTERIAL SEARCH 

§1. Upon notification of an immediate or future vacancy of the ministerial office, and the decision by the Voting Members to conduct a search for a settled minister, the Voting Members shall elect a Ministerial Search Committee. 

The Nominating Committee shall present a slate of Voting Members who have consented to serve on the Ministerial Search Committee, if elected. The slate shall include five (5) nominees and two (2) alternates. Election of the Ministerial Search Committee shall be held in accordance with these bylaws. The Voting Members shall establish an operating budget for the Ministerial Search Committee at the same meeting. The Committee shall elect its own chair, establish its own operating procedures, and generally follow Unitarian Universalist Association Guidelines including conducting the search in strict confidence. 

§2. Recommended full-time ministerial candidates shall be members in good standing of the Unitarian Universalist Ministers’ Association (UUMA) or have agreed to pursue UUMA credentials. 

§3. The Ministerial Search Committee shall negotiate salary and other contractual arrangements in consultation with and as approved by the Board of Trustees. 

§4. Upon calling of a minister, or in the event that two (2) successive candidates are rejected, or no suitable candidate is available, the Ministerial Search Committee shall be disbanded. 

§5. If the Church participates in a ministry search, other than a settled ministerial search, the above provisions of this article shall not apply and the Board shall conduct the necessary negotiations. 

§6. Eligibility for minister, and all other persons employed by the Church, shall not be restricted on the basis of a person’s age, national origin, ethnicity, race, color, gender or gender expression, sexual orientation, marital or family status, or disability. 


ARTICLE XIII. MINISTER 

§1. The Minister(s) and the members of the Church share responsibility for the Church and its spiritual interests and activities. The Church looks to its Minister(s) for spiritual leadership, assistance in setting and articulating its vision, and accomplishing its goals by providing professional, inspired administration of the Church. The Minister(s) has (have) the decisive responsibility for all services of worship conducted on Church premises. This principle includes religious rituals such as weddings, dedications, and memorials. It is a basic premise of this Church that any Minister has the right to express personal views and values when in the pulpit or through any other means of communication. The Minister(s) shall provide pastoral care as needed. The Minister(s) shall be encouraged to participate in those activities that enhance the Church’s presence in the community as a liberally religious, socially responsible organization and to increase the Church’s awareness of these outside activities. The Minister(s) shall bring to the attention of the Board of Trustees any matters that seem pertinent to the general welfare of the Church and shall advise the Board with reference to Church policy, but final decisions remain with the Board as set forth in these bylaws and as directed by meetings of the Church.

§2. The Minister is an ex officio voting member of the Committee on Ministry. The Minister isshall be an ex officio non-voting member of the Board of Trustees and all other committees except the Ministerial Search Committee and the Nominating Committee. The Minister shall supervise the professional staff and office personnel. 

§3. The Minister shall be called by a three-fourths (3/4) approving vote of the Voting Members present and voting at a business meeting called for that purpose; the quorum for such a meeting shall be thirty percent (30%) of the Voting Members. Notice of such a meeting shall be handled as specified in Article VI, §3. 

§4. A Minister may be dismissed by a two-thirds (2/3) approving vote of the Voting Members present and voting at a business meeting called for that purpose. The quorum for such a meeting shall be thirty percent (30%) of the Voting Members. Notice of such a meeting shall be handled as specified in Article VI, §3. 

§5. If the Minister is dismissed, salary and allowances shall be continued for three (3) months after the date of dismissal, unless otherwise specified by letter of agreement. If the Minister resigns, three (3) months’ notice must be given, unless the Board allows a shorter interval. 


ARTICLE XIV. PARLIAMENTARY AUTHORITY 

The rules contained in Robert’s Rules of Order, Revised, shall govern the Church in all cases to which they are applicable and in which they are not inconsistent with the Bylaws of the Church. Application of Robert’s Rules of Order shall occur in a manner that respects and values diversity, with a commitment to inclusivity of perspectives in decision-making.


ARTICLE XV. AMENDMENTS 

These Bylaws may be amended at a regular or special business meeting by a two-thirds (2/3) approving vote of the Voting Members present and voting. Five (5) Voting Members may jointly propose amendments which shall be submitted to the Board of Trustees at least two (2) months prior to the meeting. All proposed  amendments shall be submitted in writing via electronic or U.S. mail to all Voting Members at least fourteen (14) days before the meeting. The recommendations of the Board shall accompany the proposed amendments. 


ARTICLE XVI. DISSOLUTION 

In the event of the dissolution of the Church, all assets shall revert to the Unitarian Universalist Association. 


ARTICLE XVII. INDEMNIFICATION 

Any damage, risk, or loss due to or as a result of action by any member of the Board of Trustees and/or employees of the Church will not cause personal liability to those individuals, excluding gross negligence or personal malfeasance. The Church will indemnify said Trustees/employees for any costs incurred to the fullest extent permitted by the Texas Non-Profit Corporation Act, Article 396 et seq.

 


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