The Unitarian Universalist Congregation of Salem, Oregon

ARTICLE 1. NAME

The name of this religious fellowship (an Oregon Non-profit Corporation) shall be “Unitarian Universalist Congregation of Salem.”

ARTICLE II. PURPOSE

The purpose of this Congregation is to create and maintain a co-operative congregation dedicated to freedom of religious thought, freedom of individual belief, continuing search for truth, mutual respect in all human relationships, and care and concern for our planet and its life.

As a free congregation, we covenant to affirm and promote:

            The inherent worth and dignity of every person;

            Justice, equality, and compassion in human relations;

            Acceptance of one another and encouragement to spiritual growth in our congregations;

            A free and responsible search for truth and meaning;

            The right of conscience and the use of the democratic process within our

                        congregations and in society at large;

            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.

ARTICLE III. UNITARIAN UNIVERSALIST AFFILIATION

The Congregation shall be a member of the Unitarian Universalist Association (UUA) and the Pacific Northwest District (PNWD) of the Unitarian Universalist Association.

ARTICLE IV. MEMBERSHIP

Section 1. Members:

Members must be 16 years of age or over, have shown sympathy with the Congregation's purpose as stated in Article II by signing the membership book, and have within the last twelve months made a financial pledge and an identifiable financial contribution. The Minister, in consultation with the Board Chair, may grant exceptions to the financial requirement. The Minister, on the recommendation of the Director of Religious Education, may grant exceptions to the age requirement.

Section 2. Nonmember:

Nonmembers are welcome at all church activities and may participate on certain Committees and Teams; however, they may not serve on the Board (See ARTICLE V, Section 1), vote at congregational meetings, or speak at congregational meetings except at the pleasure of the Chair.

Section 3. New Members:

New members may not vote in a meeting for which the official notice has been published before they became members.

Section 4. Withdrawal from Membership:

Members may terminate their membership by notifying the Congregation's office.  Former members are encouraged to fulfill their pledge commitments.

Section.5. Cancellation of Membership:

The Board shall have the power to cancel the membership of any person whose conduct the Board deems to be detrimental to the congregation. Such person shall be given reasonable notice of the proposed action, the reason(s) for it, and an opportunity for a Board hearing prior to a vote by the Board to cancel membership. A motion for cancellation of membership shall require an affirmative vote of three fourths (3/4ths) members of the Board to pass.

ARTICLE V. BOARD OF DIRECTORS

Section 1. Eligibility to Serve:

To be eligible to serve oil the Board of Directors as an Officer or a Director, an individual most be at least eighteen (18) years old and have been a member of the congregation for at least twelve (12) months. No member shall serve simultaneously in more than one (1) position on the Board.

Section 2. Board Composition;

The Board of the Congregation shall consist of:

A.     The Chair, who:

1.      Serves as Executive Officer of the Board

2.      Presides at all Board meetings;

3.      Presides at all Congregational meetings;

4.      Recruits, in consultation with the Minister and with other members of the Congregation, candidates for committee chairs, team leaders, heads of task groups, and other staff and operating units and presents their names to the Board for approval or rejection (see ARTICLE VIII).

5.       Serves ex officio, non-voting, on any committee excepting the Nominating Committee as he/she deems necessary.

6.       With other officers of the Board, exercises or directs the powers of the Corporation with respect to any matter which may create a legal obligation to which the Corporation is a party.

B.     The Vice-Chair, who shall perform the duties of the Chair in the latter's absence, and shall perform such specific assignments as the Chair and the Board shall request.

C.     The Secretary, who shall cause to be kept records of transactions of the Congregation and of the Board, and shall conduct official correspondence;

D.     The Treasurer who shall be the fiscal officer of the Congregation with power to appoint such assistants as he/she may require.

E.       Six (6) Directors who shall serve two (2) year, staggered terms. Directors may serve only two consecutive elected full terms in addition to a partial term before being off of the board for at least two years.

F.      The Past Chair, who shall serve for one (1) year as a voting Board member following his/her term of office.

G.     Voting members of the Board of Directors are the Chair, Vice-Chair, Secretary Treasurer, Directors, and Past Chair. .

Section 3. Duties:

The Board shall represent and act for the Congregation, and in setting policy and in the general business of the Congregation shall:

A.     Carry out such duties as the Congregation may assign to it;

B.     Provide a place for holding of regular services; provide such other facilities as the Congregation may decide upon; and assure the services of a Minister, subject to the action of the membership as provided in these Bylaws;

C.     Meet in open meetings at regular intervals to be determined by its members to set church policy and receive committee reports. The Chair may call executive sessions of the Board at his or her discretion;

D.     Appoint staff members such as the Religious Education staff, Office Administrator and staff, and Custodian, and review their performance annually;

E.      Support the Minister and the Director of Religious Education in carrying out their duties;

F.      Administer the finances and physical properties of the Congregation in accordance with the wishes of the Congregation and the "Prudent Man Rule," including arrangement for yearly financial review or audit of financial records and provision of a formal statement summarizing the result to the Congregation one month before the annual meeting;

G.     Assume or cause to be assumed those functions normally performed by the Minister when the Congregation is without ministerial services;

H.     Appoint delegates to continental and regional assemblies and councils, with two weeks' notice to the congregation; and

I.        Maintain a Manual of the Policies and Procedures that have been approved by the Board.

Section 4. Elections:

A.     At the Annual Meeting of the UUCS, the Congregation will elect a Chair, Vice Chair, Secretary, and three (3) Directors to serve two (2) year terms; such additional Directors as are required to fill unexpired terms; and a Treasurer every third year to serve a three (3) year term or as required to fill an unexpired term. Officers and Directors will take office effective July 1.

Section 5. Quorum at Board Meetings:

When the total number of voting Board members is an odd number, the quorum will be a simple majority greater than fifty percent (50%).  When the total number of voting Board members is an even number, the quorum will be half of the total number of voting members plus one (1).

Section 6. Removal of Board Members:

The Board shall have the power to remove from its membership any person whose conduct the Board deems detrimental to the Congregation or to the regular and orderly functioning of the Board. Such person shall be given reasonable notice of the proposed action; the reason(s) for it, and an opportunity for a hearing before the Board prior to a removal vote. A motion for removal of a Board member shall require an affirmative vote of three fourths (3/4ths) of the members of the Board to pass.

Section 7. Voting:

The Board is authorized to establish policies regarding the form of discussions and voting on issues before it. Such Policies shall, at the discretion of the Board Chair or Acting Chair, permit votes to be taken outside of formal Board meetings. All votes shall be recorded in the minutes and reported to the Congregation.

ARTICLE VI. MEETINGS

Section 1. Annual Meeting:

The Annual Meeting of the Congregation shall be held in May. The conduct of business at a minimum shall be:

            A. Election of Board members, as specified in Article V, Section 4.D., above.

            B. Annual reports of officers, the Minister, and the Director of Religious Education;

            C. Annual reports of committees as designated by the Board.

 

Section 2. Special Meetings:

Special meetings for the conduct of business by the Congregation may be called by the Board or on petition by ten (10) members to the Secretary.

Section 3. Submission of Proposal:

A.     Resolutions may be proposed by members and placed on the agenda of either an Annual Meeting or a Special Meeting, if a resolution is accompanied by a petition containing the signatures of at least ten percent of the membership. Each petition can focus on only one subject for the congregation to vote on.

B.     Each petition for a resolution must specify which UUCS teams, committees and/or employees will be affected by the proposed action. Proponents must confer with appropriate team leaders, committee chairs or employees to verify that the action requested is within the scope of an existing unit of the UUCS. If a requested action is not clearly within the scope of a currently existing unit of the UUCS, then the resolution must make notice of that fact.

C.     Each petition for a resolution must contain a discussion of the economic costs of implementing the proposed action.

D.     Proposals that call for any on-going action must include an offer to monitor the triggering conditions of the action, and must provide for the communication of updates on the status of the triggering conditions at six month intervals to the UUCS Board.

E.      The Treasurer will verify the membership of the people who sign a petition. The Treasurer will determine if the number of valid signatures is sufficient to place the proposal on the agenda for an Annual or Special Meeting.

F.      The Secretary will review the text of each proposed resolution to make sure that the language used is synchronized with the UUCS Charter, Bylaws, and team/committee structure.

Section 4. Meeting Notices:

Written notice of the annual and special meetings describing the specific business to be conducted shall be given to the membership at least two (2) weeks prior to the scheduled dates.

Section 5. Quorum:

Except as otherwise specifically provided, twenty-five percent (25%) of the membership shall constitute a quorum.

Section 6. Budget:

The budget will be approved by the Congregation at a regular or special meeting prior to the commencement of the fiscal year (July 1).

Section 7. Absentee Ballots and Proxies:

A.     Except as otherwise specifically provided, members may vote by absentee ballot or by proxy if unable to attend a meeting. Such voters shall not be counted (1) in determining the existence of a quorum; (2) on a motion to adjourn; (3) in the hiring of a Minister; (4) in the dismissal of the Minister; ( 5) in the buying, selling or financing of real property; and (6) in the amendment or revocation of the whole or part of these Bylaws.

B.     Absentee ballots and proxies must be filed with the Secretary of the Congregation prior to the beginning of each meeting.

Section 8. Rules of Order:

Roberts Rules of Order shall govern the procedure at meetings except as specifically affected by these Bylaws.

ARTICLE VII. MINISTER

Section 1. Employment:

A.     Recruitment and candidating for the position of Minister will normally be guided by the currently recommended practices of the UUA Department of the Ministry and the UUA Congregational Handbook.

B.     The Ministerial Search Committee shall be composed of seven (7) members of the Congregation, four (4) of whom are appointed by the Board. Three (3) members shall be elected at a special Congregational meeting, called for that purpose. Board members may be members of the search committee, either by Board appointment or by congregational election.

C.      The Minister shall be called upon the recommendation of the Ministerial Search Committee to the Congregation, followed by a four-fifths (4/5ths) majority vote by the members present at a meeting lawfully called for that purpose; however, the quorum of such a meeting is to be constituted by forty percent (40%) of the membership.

D.     The terms of the Minister's employment shall be negotiated by the Board on behalf of the Congregation. A written contract shall be signed by the Minister, the Chair and the Secretary of the Board. .

Section 2. Tenure:

A.     The Minister shall hold indefinite tenure.

B.     The Minister shall provide six (6) months notice of the termination of his/her services when presenting his/her resignation unless otherwise mutually agreed upon.

C.     The contract of employment may be terminated by a majority vote at a meeting of the members lawfully called to consider such action; however, the quorum for such a meeting is to be constituted by forty percent (40%) of the members of the Congregation.

D.     In the event of termination, the remuneration of the Minister shall be continued for a period of not less than six (6) months after the date of the affirmative vote for his/her termination.

Section 3. Duties:

A.     The Minister shall perform such duties as are usually performed by ministers and authorized by law.

B.     The Minister shall be responsible for the religious duties in the church. He/She shall implement Board policies as its administrative agent and be responsive to the needs of the Congregation.

C.     The Minister shall be expected to attend all regular Board meetings and may be an ex-officio member of any appointive committee except the Nominating Committee.

Section 4. Committee on Ministry:

The purpose of the Committee on Ministry is to enhance the quality of the ministry within the Congregation. This committee of four (4) or more persons shall serve as a support group for the Minister and the Congregation. Committee members shall serve staggered two-year terms, which begin on January 1. For each vacancy, the Minister shall suggest two names, of which the Board shall select one. If the Board cannot agree on one, it may request two more suggestions from the Minister.

Section 5. Free Pulpit:

In keeping with the liberal tradition, the Minister shall be free at all times to express his/her opinion on any subject, both in and out of a pulpit, with the understanding that the Minister does not necessarily speak for the entire congregation.

Section 6. Review:

Since regular reviews of the contributions all parties make to a relationship are essential to its health, the Minister and the Board shall discuss and assess the status of their shared ministry at least once a year. The discussion shall include any written recommendations signed by members, Teams, Committees, or other staff and operating units.

ARTICLE VllI. COMMITTEES AND STAFF AND OTHER OPERATING UNITS

Section 1. Ad hoc Committees

The Board may define and appoint teams, committees, task groups, operating units and staff to carry out the business of the Congregation and the policies of the Board. Unless otherwise specified, these bodies shall serve during the fiscal year following appointment.

Section 2. Executive Committee

The Executive Committee of the Board of Directors will consist of the Chair, Vice-Chair, Secretary, Treasurer and one ad hoc Board member. The committee is empowered to act on behalf of the Board of Directors between meetings on time critical issues. All actions taken will be submitted to the Board of Directors for ratification at the next scheduled meeting. The Executive Committee can make allocations not to exceed $1,000 at one time for anyone issue.

Section 3. Nominating Committee

The Nominating Committee will be a standing committee with the following composition and responsibilities:

A.     The Nominating Committee will be comprised of three voting members of the UUCS.

B.     No member of the Board of Directors may serve on the Nominating Committee.

C.      Prior to each annual meeting of the congregation, the Nominating Committee will prepare a ballot that will include the names of nominees for vacancies on the Board of Directors. The Nominating Committee will also prepare a ballot to elect one member of the Nominating Committee. At the committee's discretion, it may submit a slate with a single list of candidates or a slate with multiple candidates. In order to identify a variety of qualified candidates, the Nominating Committee will confer with the Minister and with the Chair of the Board of Directors about potential candidates for all elected positions, and will invite suggestions from the Congregation.

D.     The Nominating Committee will submit its report to the Secretary in sufficient time to allow the Secretary to send the proposed slates of candidates to all UUCS members. Additional nominations may be made by self-nomination or by nomination from another member, so long as the nominee has agreed to be a candidate. The Nominating Committee will accept all eligible nominations made by members. Each candidate must agree to serve in the position if elected.

E.       Each candidate will submit in writing a brief summary of his/her qualifications and objectives for the office to the Nominating Committee. Material about the candidates will be made available to the Secretary in sufficient time to be included in the mailing sent to all members notifying them of the annual meeting. Nominations may be made from the floor during the Annual Meeting only if there is an affirmative vote of a majority of the members present.

F.      Prior to the annual meeting, the Treasurer will prepare a list of eligible voting members. The Nominating Committee will be responsible for the supervision of elections and balloting procedures at the Annual Meeting.

G.     The Nominating Committee will actively monitor new and existing members for consideration for leadership positions within the UUCS. The committee will maintain a list of potential candidates for positions as officers or members of the Board of Directors, nominees for the Nominating Committee and chairs and members of all other committees and teams within the UUCS.

H.     The Board of Directors will fill by appointment any vacancy occurring on the Board of Directors. Appointees will serve until the next annual meeting. The Board of Directors will consult with the Nominating Committee before a vacancy on any board, team, committee, or task force is filled.

ARTICLE IX FISCAL YEAR

The fiscal year for the Congregation shall begin on July 1 of each year. Pledges for the support of the Congregation are due within each fiscal year.

ARTICLE X. BYLAWS

These Bylaws may be amended or revoked at any annual or special meeting of the Congregation by a two-thirds (2/3rds) vote of the members present and voting. (See ARTICLE VI. Section 3, as to notice).

ARTICLE XI. ENDOWMENT

Section I. Establishment:

There shall be an Endowment Fund created and maintained to enhance and support an enriched

program for the Congregation.

Section 2. Governing Instrument:

The operation and policies of the Endowment Fund are specified in its Governing Instrument. Adoption of an initial Governing Instrument and future changes thereto shall require an affirmative vote of seven (7) members of the Board.

Section 3. Accounting;

The Endowment Fund shall be accounted for separately from other funds of the Congregation. With respect to income and principal, the restricted or unrestricted nature of accounts within the Endowment Fund shall be subject to the requirements of the Fund's Governing Instrument at the time the transaction in question is executed.

ARTICLE XII. REVERSIONARY CLAUSE

In the event of the dissolution of the Unitarian Universalist Congregation of Salem, all outstanding debts shall be paid and the remaining assets, both real and personal, and including all property heretofore and hereinafter donated to said church, shall become the property of the Unitarian Universalist Association, 25 Beacon Street, Boston, MA, or its successor, subject to all applicable laws.