ADOPTED BY-LAWS OF
ARTICLE I. NAME AND AFFILIATION
The name of this association shall be the First Unitarian Universalist Congregation of Ann Arbor, Michigan. The Congregation shall be affiliated with the Unitarian Universalist Association and the Unitarian Universalist Heartland District.
ARTICLE II. PURPOSE
As set forth in the Original Articles of Association:
"We the undersigned, desirous of securing to ourselves and our families the advantages of religious instruction and fellowship do hereby associate ourselves together under the name and title of the First Congregational Unitarian Society of Ann Arbor, Michigan, for the purpose of maintaining religious worship and conducting the temporal interests of a religious society in accordance with the Statutes of the State of Michigan." May 14, 1865.
"This congregation, thoughtfully reviewing its purpose and mission 125 years after its founding, reaffirms its faith in the principles which, throughout history, have motivated liberal religion. Basic among these are a reverence for life, a respect for the inherent dignity of each person, and a belief in human potential. We pledge our fidelity to the use of reason in the quest for truth, believing that the values so derived can lead to universal understanding and acceptance of one another, unimpaired by divisions based on race, color, national origin, religion, gender, age, sexual orientation, enablement, socioeconomic status, or other factors. We believe that truth is better sought in community, which helps to develop tolerance and understanding in us. It is our hope that we may work for good in our local community, state, nation, and world, awakening social conscience to the end of dispelling intolerance and injustice. Unfettered by dogma and unrestricted by formal creed, we honor the great in spirit coming to us from the past and present, representing the earth's rich diversity of faiths and cultures. Their wisdom, their rectitude, and their courage guide and inspire us in creating for all a life enlightened by knowledge and animated by good will." January, 1990.
ARTICLE III. MEMBERSHIP
1. There shall be two categories of membership, Full Members and Associate Members.
1.1. Full Members:
Persons who wish to become Full Members are eligible to sign the membership book after consulting with one of the Ministers or attending orientation classes in order to acquaint themselves with the guiding principles and the heritage of Unitarian Universalism and to learn about the opportunities and responsibilities that accompany membership in the Congregation.
Any eligible person eighteen years of age or older who is in sympathy with the Congregation's purpose may become a Full Member by signing in the presence of one of the Ministers and of a member of the Board of Trustees or other Full Member designated by the Board, the following declaration in the membership book:
"We the undersigned, being in sympathy with the spirit and practical aims of the First Unitarian Universalist Congregation of Ann Arbor, Michigan, as expressed in the Articles of Association, hereby subscribe our names as members."
1.2. Associate Members:
Any person under eighteen (18) years of age who has successfully completed the Coming of Age program or an equivalent approved by the Board of Trustees may become an Associate Member by signing in the presence of one of the Ministers and of a member of the Board of Trustees or another Member designated by the Board of Trustees, the above cited declaration in the membership book. Associate membership can continue until graduation from high school or attaining the age of eighteen (18), whichever is later. Associate Members may vote in congregational meetings. At congregational meetings, Associate Members do not count toward a quorum.
1.3. For the purpose of reporting membership to the Unitarian Universalist Association, only Full Members shall be counted.
2. Membership Privileges
2.1. Voting privileges begin four months after Full Member or Associate Member status has been conferred. The four-month requirement may be waived by a two-thirds (2/3) vote at a duly called congregational meeting.
2.2. Full Members may serve in the governing and leadership capacities established by these bylaws.
3. Membership Responsibilities
Full Members shall make a pledge and financial contribution of record to the congregation's operating budget each calendar year. Such pledge and financial contribution of record shall be a condition of continued membership. This requirement may be waived for an individual by a Minister.
4. Membership Termination
4.1. The Board of Trustees shall establish policies regarding membership termination and reinstatement.
4.2. The Board of Trustees shall review and approve an updated membership roll at least two and no earlier than four months prior to the annual congregational meeting.
ARTICLE IV. MEETINGS
1. An annual congregational meeting shall be held in the spring to elect Trustees and others as required by these bylaws, to receive reports of all committees and activities of the Congregation, and to consider other business that may duly come before it.
2. A special congregational meeting may be called at the discretion of the Board of Trustees. Also upon written request of 10% of the Full Members of the Congregation, the Board of Trustees shall call a special congregational meeting.
3. The Secretary shall give the membership of the congregation at least two weeks before the date of any congregational meeting a notice specifying the business to be transacted. Publication of such notice in the official Congregation media may be considered tantamount to such notification. The Board of Trustees shall specify in advance the media to be used for this purpose. When possible, meetings shall be announced from the pulpit on the two Sundays preceding the date which has been set.
4. Fifteen per cent (15%) of the Full Members having voting privileges, as defined in Article III, section 2.1, shall constitute a quorum.
5. The most recent edition of Robert's Rules of Order is hereby adopted as the rules and procedures for official meetings of this congregation except as otherwise provided in these By-laws.
6. A secret ballot shall be used for all contested positions.
7. No meetings other than for worship, for activities of organizations of the Congregation, and for the conduct of weddings, services of union, services of infant dedication, and funerals or memorial services in the charge of one of the Ministers, shall be held in the public rooms of the Congregation building without the approval of the Board of Trustees, which may delegate its supervisory authority to one of the Ministers or another individual.
ARTICLE V. AUTHORITY
1. The Congregation is the ultimate authority of the First Unitarian Universalist Congregation of Ann Arbor.
2. Notwithstanding other reserved powers, these specific powers are reserved solely to the Congregation:
(a) to call or dismiss a Senior Minister (or Co-ministers);
(b) to elect the members of the Board of Trustees.
3. Subject to the powers reserved to the Congregation, or otherwise specifically delegated, the Board of Trustees shall be the governing body.
ARTICLE VI. OFFICERS AND GOVERNING BODY
1. A Board of nine (9) Trustees, elected by the voting membership, is charged with establishing, maintaining and communicating policies and strategic priorities that are forward-looking, congregation-wide, and reflective of the values and mission of the Congregation. All Trustees must be Full Members of the Congregation and have been Full Members in good standing for at least one year. The term of office of each Trustee is two years. No Trustee shall be elected to serve more than two consecutive terms
2. Responsibilities of the Board of Trustees
2.1. The Board of Trustees shall oversee the business of the Congregation.
2.1.1. The Board of Trustees shall have general charge of the property and funds of the Congregation, the conduct of all its business affairs, and the control of its administration, including the appointment of such committees as it may deem necessary. General charge of funds shall include approving an annual budget.
2.1.2. The Board of Trustees shall delegate management of the Congregation's property, funds, business affairs and administration to the Senior Minister (or Co-Ministers).
2.1.3. The Board of Trustees shall see to it that the Senior Minister's (or Co-ministers') duties and responsibilities are established and defined in the Ends Policies and Executive Limitations Policies and that they are recorded in the Board Policy Manual.
2.1.4 The Board of Trustees may authorize capital expenditures to a maximum aggregate during any one fiscal year of $50,000. Any capital expenditure which causes the aggregate of all capital expenditures in that year to exceed $50,000 shall require Congregational authorization by a majority vote at a duly called congregational meeting
2.2. The Board of Trustees shall review policies, programs, congregational ministry, and goals of the Congregation at least annually.
2.3 The Board of Trustees shall hold regular monthly meetings at such times as it may appoint. A quorum shall consist of five Trustees.
2.4 The Board of Trustees shall be responsible for replacing Trustees who have resigned or who have been removed from the Board of Trustees. The replacement Trustee shall serve for the remainder of the term.
2.5 The Board of Trustees shall appoint UUA General Assembly delegates and Heartland Representatives.
3. Officer Responsibilities
3.1. The President shall preside at meetings of the Board of Trustees and at congregational meetings, unless the Congregation Members at the beginning of a congregational meeting elect a moderator to preside. The President shall conduct the elections of the Trustees during the annual congregational meeting. The responsibilities of the President shall include, but not be limited to:
3.1.1. Establishing the agenda for, and presiding at all Board meetings;
3.1.2. Reporting on Board actions at the annual membership meeting;
3.1.3. Designating a parliamentarian as needed;
3.1.4. Appointing chairs and members of committees and task forces of the Board of Trustees.
3.2. The Vice-President shall preside at meetings of the Board of Trustees and at congregational meetings in the absence of the President unless the Congregation Members at the beginning of a congregational meeting elect a moderator to preside.
3.3. The Secretary shall keep minutes of congregational meetings and meetings of the Board of Trustees. The responsibilities of the Secretary shall include, but not be limited to:
3.3.1. Reviewing and ensuring that all official minutes of the Board meetings and of the annual and/or special membership meetings are recorded accurately, distributed, and made part of the official record.
3.3.2. Determining the presence or absence of a quorum at each membership and Board meeting;
3.3.3. Maintaining a permanent record of the Board's proceedings and official documents.
3.4. The Treasurer shall see to it that the financial records of the congregation are maintained in good order. The responsibilities of the Treasurer shall include, but not be limited to:
3.4.1. Advising the Congregation, the Board of Trustees and other groups as necessary of financial aspects and implications of proposed actions;
3.4.2. Preparing such financial statements as the Board of Trustees may require, and in such forms as may be reasonably required.
4.1. A Trustee may be removed by two-thirds vote of the Board of Trustees for absence from three consecutive regular Board meetings, for malfeasance, conflict of interest, or any other criminal or unethical act.
4.2. A Trustee may be removed by two-thirds vote at a duly called congregational meeting.
ARTICLE VII. LEADERSHIP DEVELOPMENT TEAM
1. There shall be a standing Leadership Development Team, which is charged with preparing a slate of nominees for positions to be filled by election at the annual congregational meeting. The Committee shall consist of the following five Full Members: One Trustee appointed by the Board of Trustees; a recent past Trustee appointed by the Board of Trustees; one Congregation Member appointed by the Board; and outside of the Board, two full Members elected by the Congregation.
1.1. Leadership Development Team members from the Congregation membership outside the Board of Trustees are elected during the annual congregational meeting as part of the slate of nominees presented by the Leadership Development Team.
1.2. The Leadership Development Team chair shall be selected by the Committee. Neither a newly elected committee member nor a current Trustee of the Board is eligible to serve as chair.
1.3. The term of each Leadership Development Team member shall be two years. No Committee member shall serve more than two terms (4 years) consecutively.
1.4. The Leadership Development Team members shall be appointed and elected each year as follows: In odd numbered years the Board of Trustees shall appoint a past Trustee and the Congregation shall elect a congregational Full Member.
In even numbered years, the Board of Trustees shall appoint a current Trustee and a full congregational Member, and the Congregation shall elect a congregational Full Member.
2.1. The Leadership Development Team shall develop and implement means for identifying, cultivating and developing leaders for the Congregation.
2.1.1. The Leadership Development Team shall select and announce to the membership of the Congregation a slate of nominees at least equal to the number of vacancies on the Board of Trustees and other elected positions at least four weeks before the date of the election. Publication of the slate of nominees in the official Congregation media shall constitute such notification.
2.2.Nominations outside of the Leadership Development Team’s slate must be received by the Leadership Development Team by no later than three weeks before the election. Any such nomination shall include the signatures of ten supporting Congregation members.
2.3. Prior consent of any person nominated will be obtained.
2.4. If a nominee withdraws after his/her name is announced as described in 2.1.1 above, the Leadership Development Team shall present a replacement.
2.5. The Leadership Development Team shall assist the Board and the Senior Minister (or Co-Ministers) as requested in finding candidates for appointed positions.
2.6. The Board of Trustees shall be responsible for replacing Committee Members who have resigned or who have been removed from the Leadership Development Team. The replacement Committee Member shall serve for the remainder of the term.
3.1. A Leadership Development Team member may be removed by two-thirds vote of the Team for absence from three consecutive meetings.
3.2. A Leadership Development Team Member may be removed by two-thirds vote at a duly called Congregation meeting.
ARTICLE VIII. MINISTERS
1. A Senior Minister (or Co-Ministers) shall be called upon the recommendations of the Ministerial Search Committee and the Board of Trustees by an eighty-five percent (85%) vote of the voting Members of the Congregation present at a congregational meeting duly called for this purpose. A quorum for the meeting shall be twenty-five percent (25%) of the voting membership of the Congregation. Called Ministers of the Congregation shall be ministers in fellowship with the Unitarian Universalist Association.
2. Called Ministers shall serve for an indefinite period. Interim ministers and any others who are hired by the Board of Trustees shall serve for the fixed period of their contracts.
3. The Ministers shall provide religious and spiritual leadership for the Congregation and be responsible for conducting Sunday services as well as rites of passage for Members of the Congregation. The Ministers shall be available for counseling and spiritual care of members when needed, and represent the Congregation as its religious leaders in denominational and local affairs. Ministers shall enjoy a free pulpit in accordance with the tradition of Unitarian Universalism, and shall be accorded freedom to speak the truth, as the Ministers understand it, in the Congregation and the community.
3.1. A Senior Minister (or Co-Ministers) shall function as Chief Executive Officer, shall be responsible to the Board of Trustees for implementing approved policies determined by the Board of Trustees, shall operate under the general supervision of the Board of Trustees and shall manage the Congregation's property, funds and business affairs. The Senior Minister (or Co-Ministers) prepares the budget and submits the budget to the Board of Trustees.
3.2. A Senior Minister (or Co-Ministers) shall direct and support the ministerial, lay staff and volunteers to define and meet their missions. The Senior Minister may delegate this responsibility with the advice and consent of the Board of Trustees
3.3. A Senior Minister (or Co-Ministers) shall bring to the Board of Trustees all matters which the Senior Minister (or Co-Ministers) deems necessary and proper.
3.4. A Senior Minister (or Co-Ministers) shall be a non-voting ex officio member of the Board of Trustees.
4. Called Ministers shall give at least (90) days notice in writing to the Board of Trustees of their intention to resign or retire.
5. Called Ministers may be dismissed by the action of members of the Congregation at a duly called congregational meeting, provided the purpose is clear and duly declared in the call to the meeting. A congregational meeting to consider the action of dismissal and its process shall be called by the Board of Trustees upon its own initiative or upon submission to the Board of Trustees a petition signed by at least ten percent (10%) of the voting membership of the Congregation. A quorum of twenty-five percent (25%) of the Members is required, and a majority vote of the voting Members present is necessary. Such a vote may not be taken again for six months.
6. In the event of a vacancy in the called ministry, the Board shall establish a Ministerial Search Committee to conduct the search to fill that vacancy. The Ministerial Search Committee shall consist of seven Members, three appointed by the Board of Trustees and four elected by the membership of the Congregation at a duly called congregational meeting. The Ministerial Search Committee shall follow the procedures recommended by the Ministerial Transitions Office of the Unitarian Universalist Association and by the Unitarian Universalist Ministers Association.
ARTICLE IX. FISCAL YEAR
The fiscal year shall end December 31. The Senior Minister (or Co-Ministers) shall submit to the Board for approval at its January meeting a financial report covering the last fiscal year, subject to audit or other independent review.
ARTICLE X. POLICIES
The Board of Trustees may adopt any policies for the government of the Congregation which are not inconsistent with these By-laws. Policies may cover functions of Congregation activities groups, conditions applying to the use of the building by Congregation groups and outside groups, personnel policies, and other necessary or helpful regulations for the efficient operation of the Congregation. Policies may be amended or repealed by the Board of Trustees. The Board shall keep a Board Policy Manual which shall contain all current Board policies, and which shall be open to inspection by Members of the Congregation and others subject to them.
ARTICLE XI. DISSOLUTION
In the event of the dissolution of the Congregation, all outstanding debts shall be paid and the remaining assets, both real and personal, including all property heretofore and hereinafter donated to said congregation, shall become the property of the Unitarian Universalist Association, 25 Beacon Street, Boston, Massachusetts, or its successor, subject to all applicable laws.
ARTICLE XII. AMENDMENT
These Bylaws, as far as allowed by law, may be amended or repealed at any regularly called congregational meeting of the membership, by a two-thirds (2/3) vote of those present and voting. Proposed amendments shall be contained in the notice of the meeting.