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Materials for Special Meeting on
Sunday, April 2 to amend the Bylaws:
Amended and Restated at the Annual Meeting Held on May 16, 2010
Special Meeting to amend the Bylaws:
When: Sunday, April 2, 2023 @ 12:30-1:30pm
Where: Parish Hall (in-person meeting)
Q&A Session: Sunday, March 26, @ 12:30pm, Parlor
Current First Church Bylaws: Amended and Restated at the Annual Meeting Held on May 16, 2010
ARTICLE I - NAME
The name of this Church and corporation shall be “The First Church in Belmont, Unitarian Universalist.”
ARTICLE II – COVENANT – AFFILIATION
Section 2.01. The traditional Covenant or Bond of Fellowship of the Church is as follows: “In the love of truth and in the spirit of Jesus we unite for the worship of God and the service of man.” Section 2.02. Members of the Church affirm and promote: The inherent worth and dignity of every person. Justice, equity and compassion in human relations. Acceptance of one another and encouragement to spiritual growth in our congregation. A free and responsible search for truth and meaning. The right of conscience and the use of the democratic process within our congregation. The goal of world community with peace, liberty, and justice for all. Respect for the interdependent web of all existence of which we are a part. Section 2.03. The Church shall be a member of the Unitarian Universalist Association
ARTICLE III – MEMBERSHIP
Section 3.01. All persons (a) who are Members of the Church on the adoption of these By-Laws, or (b) who thereafter, being not less than eighteen years of age, express the desire to join the Church by completing a membership process determined by the Parish Board or its designee, and by signing its Membership Roll, are approved by the Parish Board, and (c) who maintain a continuing interest in the worship and work of the Church, shall constitute its Membership. No doctrinal test shall be required. Section 3.02. Each Member shall be listed by the Clerk of the Church. Annually, and no later than one month before the Annual Meeting, the Membership list shall be updated and verified by the Clerk. Names of Members who for a period of two years have neither communicated with the Church nor contributed to its support, may, by vote of the Parish Board, be removed from the list of Members, provided that, prior to such vote, an attempt shall be made to ascertain the wishes of Members to be voted upon. Any Member so removed may apply to be reinstated following the process established in Section 3.01. Section 3.03. Withdrawal from Membership may be made by a written request of the Member to the Clerk. Section 3.04. Any person under the age of eighteen but of high school age may, through a process determined by the Parish Board or its designee, enter the fellowship of the Church by signing its Youth Membership Roll and receiving a confirming vote by the Parish Board. To continue Church Membership upon reaching age eighteen, a person must become a Member, as described in Section 3.01. Section 3.05. The Church affirms and promotes the full participation of persons in all the Church’s activities and endeavors including employment, Membership, programming, committee involvement, and the calling of religious professionals, without regard to race, color, sex, age, affectional or sexual orientation, gender identity, marital status, veteran or military status, disability, class, or national origin. Section 3.06. A Member’s name may be removed from the Membership Roll, by a majority vote of the Parish Board, for actions that threaten the well-being of the congregation, as determined by the Parish Board.
ARTICLE IV – VOTING ELIGIBILITY
The right to vote at Annual and Special Meetings of the Church may be exercised by all Members, including Youth Members, who have had standing as such for not less than seven days next prior to the Meeting. Youth Members may not vote on matters of property and contract. No proxies shall be recognized.
ARTICLE V – MEETINGS OF THE CHURCH
Section 5.01. The Annual Meeting of the Church shall be held in May or June at a time and place in Belmont to be designated by the Parish Board or, on failure to make such designation, at 12:30 PM on the second Sunday in June in the Church Building. The Annual Meeting shall be presided over by the Parish Board for the purpose of the election of the members of the Parish Board, Finance Committee, and Nominating Committee, the approval of an annual budget as presented by the Parish Board, and the transaction of such other business as may lawfully come before the Meeting. Fifteen percent of the Members entitled to vote shall constitute a quorum. Special Meetings may be called, or, upon written request of twenty-five Members shall be called, by the Parish Board, and shall be presided over by the Parish Board, for such purpose only as shall be specified in the call of the Meeting. Notice of the Annual Meeting and all Special Meetings shall be given to the Members not less than ten days in advance thereof, and shall be announced from the pulpit on the two preceding Sundays. (As used herein, the term Notice shall include prominently posting in the Church Building and distributing through such other forms of written and electronic communication so as to demonstrate a reasonable good faith effort to inform the Members of the Church.) Section 5.02. At least one month before the Annual Meeting, the Nominating Committee will nominate a slate of candidates as required to fill those positions on the Parish Board, the Finance Committee, and the Nominating Committee which are to be elected at such Annual Meeting, and will send the slate of names to the Clerk who shall give Notice to the Members at least three weeks before the Annual Meeting. Other nominations may be made in writing, signed by ten Members of the Church and delivered at least ten days before the date of the Annual Meeting to the Clerk or the President of the Parish Board, who shall give Notice to the Members at least five days before the Annual Meeting. All candidates for election to, and all members of, the Parish Board, Finance Committee, and Nominating Committee shall be Members of the Church, and no ballot for any person other than those nominated as aforesaid shall be received or counted at the election.
ARTICLE VI – PARISH BOARD
Section 6.01. The officers of the Church shall consist of a President of the Parish Board, a Vice President, a Clerk, and a Treasurer. The immediate Past President shall serve on the Parish Board ex-officio in a non-voting capacity, and there shall be seven at-large Trustees. The five officers and seven at large Trustees together shall constitute the Parish Board. Management of the Church and its operations shall be vested in the Parish Board. No individual shall serve on the Parish Board for more than five consecutive years, except that the Treasurer may serve additional years but only with the express approval of the Members at a Special or Annual Meeting. Section 6.02. The Parish Board shall act by majority vote of its members present at meetings of the Parish Board where a quorum is present at the time of the vote. A quorum of the Parish Board shall exist if more than half of the then existing voting members of the Parish Board are present in person or by telephone, provided all such persons can hear and speak to the person or persons who are present by telephone. Section 6.03. The President, Vice President, Clerk, and Treasurer shall be elected at the Annual Meeting and shall serve one year and until a successor be elected. Should the President or Vice President serve three consecutive years, they may not be again elected until the expiration of at least one intervening year. Section 6.04. At each Annual Meeting, four officers (President, Vice President, Clerk and Treasurer) and up to seven at-large Trustees shall each be elected to fill one, two or three year terms as proposed by the Nominating Committee or others in order to achieve a reasonable balance of staggered terms for at large Trustees on the Parish Board from time to time. No at-large Trustee who has served three successive years shall again be elected as an at-large Trustee until the expiration of one year following the end of that Trustee’s third successive year. Section 6.05. The Parish Board shall possess all the powers of the Church except as otherwise limited by these By-Laws and as may be otherwise voted by a Special or Annual Meeting of the Church, but it shall not, without the specific authorization of the Members, have power (i) to convey or mortgage real estate, or (ii) to choose or to set the term of employment of the Senior Minister. The Parish Board may appoint additional officers (including an Assistant Treasurer), consultants, and standing and special committees of an advisory nature to assist in its work. The Parish Board shall have power to fill (but only until the next following Annual Meeting) all vacancies in its membership occurring between Annual Meetings, including the offices of President, Vice President, Clerk and Treasurer, but excluding the office of Past President.
ARTICLE VII – DUTIES OF PARISH BOARD OFFICERS
Section 7.01. The President of the Parish Board shall, in addition to any other duties prescribed herein, preside at all Annual and Special Meetings of the Church and the Parish Board meetings and shall be member ex-officio of all committees of the Church except the Nominating Committee. Section 7.02. The Vice President shall, in addition to any other duties prescribed by the Parish Board, substitute for the President of the Parish Board in his/her absence. Section 7.03. The Clerk shall, in addition to any other duties prescribed herein, keep the minutes of the Meetings of the Church and of the Parish Board. Section 7.04. The Treasurer shall have custody of all operating funds of the Church. The Treasurer shall disburse operating funds under the direction and to the satisfaction of the Parish Board; shall keep a complete account of the finances of the Church on books which shall remain the property of the Church, and which shall be open for inspection at any time by any member of the Parish Board; shall render a financial statement at the Annual Meeting of the Church; and shall perform such other treasury functions assigned by the Parish Board.
ARTICLE VIII – COMMITTEES
Section 8.01. The Church shall have various standing committees to oversee the programmatic and administrative functions of the Church. The Church’s standing committees shall include a Nominating Committee and a Finance Committee, as well as such other committees as may be established from time to time by the Parish Board. Except as otherwise provided for in these By-Laws, the number, duties, size, and membership of the Church’s standing committees shall be determined by the Parish Board. The members of the Nominating Committee and the Finance Committee shall be elected at the Annual Meeting. The Parish Board shall have power to fill (but only until the next following Annual Meeting) all vacancies in the Nominating Committee and the Finance Committee. Section 8.02. The Nominating Committee shall consist of six members who shall each serve for staggered terms of up to three years. No member who has served for three consecutive years shall again be elected to the Nominating Committee until the expiration of one year following the end of the third consecutive year, and no member may be a candidate for any other elected office prior to the expiration of the member’s term on the Nominating Committee. In addition to such other duties as may be assigned to it by the Parish Board, the Nominating Committee shall be responsible for submitting for election at the Annual Meeting, a slate of candidates for the open positions on the Parish Board, the Finance Committee, and the Nominating Committee as described in Section 5.02. Section 8.03. The Finance Committee shall consist of a minimum of six members and a maximum of twelve members, including both the President and the Treasurer of the Parish Board, with the exact number of members established from time to time by the Parish Board. Members of the Finance Committee shall serve staggered terms of up to three years, with the specific terms for individual members determined by the Nominating Committee in order to achieve a reasonable balance of staggered terms, and no member who has served for six consecutive years shall again be elected to the Finance Committee until the expiration of one year following the end of the sixth consecutive year, In addition to such duties as may be assigned to it by the Parish Board, the Finance Committee shall advise the Parish Board on matters relating to the generation of revenue, the expenditure of monies, and the investment of funds. Section 8.04. Ad hoc committees may be authorized by the Parish Board. The makeup of each ad hoc committee, its purpose, and its longevity shall be determined by the Parish Board.
ARTICLE IX – SENIOR MINISTER AND STAFF
Section 9.01. The staff of the Church shall be composed of the Senior Minister and such other ministers and employees as may be authorized by the Parish Board. Section 9.02. The Senior Minister shall be in fellowship with the Unitarian Universalist Association and shall be called by ballot of the Members of the Church present in a Special Meeting called for that purpose. A vote of two-thirds majority of the Members present shall constitute approval. The Senior Minister shall have freedom of the pulpit, but the Senior Minister’s compensation and conditions of employment (other than its duration) shall be determined by the Parish Board. Section 9.03. Subject to any provision to the contrary in the authorized contract between the Senior Minister and the Church (see Section 6.05) the employment of the Senior Minister by the Church may be terminated by either party’s giving not less than three months’ notice, the Church acting in such regard through the Parish Board upon the mandate of a majority vote of the Members present at a Special Meeting of the Church. If said Special Meeting is called by the Parish Board, it shall only be called upon the mandate of two-thirds of the entire membership of the Parish Board. Notwithstanding the foregoing, if so requested by the Senior Minister, the Parish Board shall have the authority to negotiate a resignation of the Senior Minister. Section 9.04. In the event of a vacancy in the position of the Senior Minister, a Search Committee will be established as an ad hoc committee, in accordance with these By-Laws, for the purpose of identifying, screening, and bringing to the Church for consideration a candidate for the position of Senior Minister. Section 9.05. The Parish Board shall set the compensation and conditions of employment of other employees of the Church.
ARTICLE X – INVESTMENT FUNDS
Section 10.01. The Church shall have a separate Investment Fund or Funds (the “Funds”) to assure the long-range financial health of the Church, to help the Church manage and survive financial emergencies, and to fund capital needs and special projects that further the mission of the Church. The Funds shall be governed by an Investment Fund Management Committee, appointed by the Finance Committee, which shall be responsible for the investment and distribution of the Funds, in accordance with Investment Guidelines established by the Finance Committee. The Investment Guidelines shall, among other provisions, require the Investment Fund Management Committee to make periodic reports about the Funds to the Finance Committee as well as make a report at the Annual Meeting. Section 10.02. The Investment Fund Management Committee is authorized and empowered, acting through its Chair, to hold, sell, exchange, rent, lease, transfer, convert, invest, reinvest, and in all other respects manage and control the assets of the Funds pursuant to the Investment Guidelines and pursuant to any Restrictions placed on the Funds when such Funds were contributed to the Church. The Investment Fund Management Committee shall act in its sole judgment and discretion as it deems wise and prudent, and without further approvals, for any proposed investment or distribution that is consistent with the Investment Guidelines and the Restrictions. Any proposed investment or distribution that is not consistent with the Investment Guidelines will only be transacted if the Investment Fund Management Committee first obtains the approval of either (i) a two-thirds vote of the Finance Committee and a two-thirds vote of the Parish Board at meetings where a quorum is present, or (ii) a majority vote of the Members of the Church at the Annual Meeting or a Special Meeting where a quorum is present. Section 10.03. The Finance Committee may periodically adjust the Investment Guidelines upon a majority vote at a meeting where a quorum is present. Following such approval, the Finance Committee shall promptly notify the Parish Board President of the proposed changes to the Investment Guidelines and such new Investment Guidelines will automatically take effect within 60 days of said notice to the Parish Board President unless such changes are explicitly rejected by a majority vote of the Parish Board at a meeting where a quorum is present.
ARTICLE XI – INDEMNIFICATION
The Church shall indemnify any person who is or was a Trustee or Officer of the Parish Board, or others as determined by the Parish Board, against any liability asserted against such person and incurred in the scope of his or her duties or functions within the Church to the maximum extent allowable by law, provided the person acted in good faith and did not engage in an act or omission that is intentional, willfully or wantonly negligent, or is done with conscious indifference or reckless disregard for the safety of others. The provisions of this article shall not be deemed exclusive of any other rights to which such persons may be entitled under any agreement, insurance policy, vote of Members or otherwise.
ARTICLE XII – RULES
The rules contained in the most recent edition of 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 these By-Laws or special rules of order of the Church.
ARTICLE XIII – DISSOLUTION
At a Special Meeting and by a two-thirds majority of the Members (counting those absent as well as those present), the Church may vote its dissolution. In such case, the property of the Church shall, by majority of a quorum at the same or a subsequent Meeting, be directed to be assigned to such one or more religious or charitable organizations as shall then have under the Internal Revenue Code the exemption status then enjoyed by the Church as a religious or charitable organization; provided, however, that nothing in this sentence shall be deemed to impair a contrary limitation of title validly imposed by a donor to the Church.
ARTICLE XIV – AMENDMENT
Amendments to these By-Laws may be made by a two-thirds majority of the Members present at the Annual Meeting or any Special Meeting of the Church, provided that the proposed amendment shall have been fully set forth in the call for and in the notice of such Meeting.