By Laws of the
First Congregational Society, Unitarian
Chelmsford, MA
updated 6/29/06
Article 1: Name
The legal name of this religious Society shall remain "The First Congregational Society, Unitarian" of Chelmsford, Massachusetts hereinafter referred to as the "Society" commonly known as the First Parish Unitarian Universalist Church.
Article 2: Affiliations
The Society shall be a member of the Unitarian Universalist Association and the Central Massachusetts District of the Association or their successors.
Article 3: Purpose
The purpose of this Society is to organize as a liberal religious community which has at its heart these beliefs: a commitment to accept one another and encourage each other's spiritual growth; a recognition of the inherent worth and dignity of every person; a belief in the need for justice, equity and compassion in human relations; a commitment to a free and responsible search for truth and meaning; acceptance of the right of conscience and the use of the democratic process within our congregation; a desire to further the
goal of world community with peace, liberty and justice for all; and a deep and abiding respect for the interdependent web of all existence of which we are a part.
Article 4: Membership
Section 4.1 Method of Joining
Membership of the Society is open to any person who is sixteen years of age or older and who is in sympathy with the purpose and program of this First Congregational Society, Unitarian of Chelmsford, MA. This person requests membership of the Minister, Clerk, or the Membership Committee. The person shall become a voting member at the next Society meeting when approved by a majority vote of those members present and voting subject to limitations of Article 4 Section 4.3. The acceptance of new members shall be the first article of business after election of the Moderator at all Society meetings.
Section 4.2 Reception
At their request, new members may receive recognition during a Society church service designated by the Minister.
Section 4.3 Classification of Voting Members
Members are eligible to vote at all Society meetings according to the following limitations:
Active Members With Full Voting Privileges:
Any member, including members of family units, who has made a recorded financial contribution (within the preceding 12 months) equal to or greater than the sum of all organizational assessments (UUA, District, others) and the cost of the Society newsletter, shall be accorded full voting privileges on any and all matters coming before this Society.
Active Members with Restricted Voting Privileges:
Any member, including members of family units, who has not made a recorded financial contribution (within the preceding 12 months) equal to or greater than the sum of all organizational assessments (UUA, District, other) and the cost of the Society newsletter shall be afforded voting privileges on all matters coming before the Society except those related to the expenditure of Society funds, dismissal of a Minister, and the dissolution of the Society.
Inactive Members with No Voting Privileges:
A member who is voluntarily absent from all participation in the life of the Society or has made no financial contribution to the Society for one year may be ruled inactive, and in such case, may not vote at a meeting or serve as an elected officer or be included in the Society population count. The Clerk with the approval of the Standing Committee may at any time strike names from the list of active members and adopt such rules as it may deem necessary with respect to the removal of any member on the active list. A member will be removed from the active list upon a written or verbal request of termination which would be reviewed by the Standing Committee. A waiver may be granted at the discretion of the Minister and/or the Standing Committee.
Article 5: Standing Committee (Executive Board)
Section 5.1 Composition
The Standing Committee of this Society shall be comprised of nine (9) voting members of the Society and the Minister: two elected for a term of three years and one elected annually for a term of one year at the Annual Meeting, the Clerk and the Treasurer (ex-officio), and the Minister (non-voting. The Committee will elect one member to act as Chairperson each year and one member to act as Secretary.
Section 5.2 Vacancies
Any vacancy on the Committee shall be filled by a majority vote of the Standing Committee after consultation with the Nominating Committee. Any member elected to fill a vacancy will serve only until the next Annual Meeting, at which time any such position(s) shall be filled by vote of the Congregation.
Section 5.3 Removal
Three absences during one year by a member of the Standing Committee from regular meetings without prior notification to the Chair or Secretary shall be tantamount to a resignation. Committee members may be removed by a 2/3 vote of the Standing Committee for breach of trust or gross misconduct.
Section 5.4 Meetings
5.4.1 Quorum
A quorum is defined as five (5) of the regular eight (8) members.
5.4.2 Regular Meetings
The Standing Committee shall hold at least ten (10) meetings during a calendar year, one meeting per month for ten months.
5.4.3 Special Meetings
Special meetings may be called by or at the request of any two members of the Standing Committee.
5.4.4 Executive Session
All meetings of the Standing Committee shall be open to all interested parties, except when the Committee determines that an item is confidential. The Committee may decide by a majority vote in an open session of at least a quorum, to enter into such executive session. All persons other than elected
Committee members, the Clerk and the Treasurer will be excluded from such executive session unless specifically invited to attend by a majority decision of the committee members present at the meeting. The Society will normally conduct its business in as open a manner as possible recognizing some items
must be discussed in confidence.
Section 5.5 Minutes
Complete and accurate typed minutes shall be kept of any and all meetings of the Committee (excluding executive sessions), approved by a majority vote, signed by the Secretary and kept in the archives.
Section 5.6 Duties and Responsibilities
5.6.1 The Standing Committee shall have general charge of the property of the Society, its business, financial affairs, administration, and long and short-term plans for the Society.
5.6.2 All chartered committees and other organizations officially recognized by the Society are responsible to the Standing Committee.
The Standing Committee shall appoint committees and approve their charters under the provisions of Article 7 of these Bylaws and shall make appointments to fill vacancies in any committee in consultation with the Nominating Committee.
5.6.3 In the event of a vacancy in any elected office, the Committee shall make a temporary appointment to fill said vacancy until a replacement is elected.
5.6.4 The Standing Committee shall adopt policies and procedures for the orderly operation of the Society.
5.6.5 The Standing Committee shall have the authority to engage or delegate the engagement of all employees, except the Minister.
5.6.6 The Standing Committee may not without a 2/3 vote of those voting at a Congregational Meeting mortgage any real property, buy or sell property.
5.6.7. The Standing Committee shall have the authority to coordinate the use and rental of the Church property by all groups and individuals.
5.6.8 The Standing committee may, in the event of emergencies, expend unbudgeted monies not to exceed two percent (2%) in congregate of the annual budget for that year without a specific vote of the Society. The Standing Committee then is responsible to work with the Society to raise the required funds to cover such expenditures. The Standing Committee may recommend, under extraordinary circumstances, that a sum in excess of the budgeted amount be withdrawn from the Society’s invested funds. Recognizing that this will erode the fund’s principal, such action requires affirmation by a favorable vote of 2/3 of the voting members at two (2) congregational meetings of the Society held not less than thirty (30) days apart.
5.6.9 The Standing Committee shall be responsible for the health and wellbeing of the Society. It shall be responsible for maintaining communication among Society members, committees and staff members. It shall mediate any disputes arising within the Society or have the authority to delegate mediation
responsibility.
Article 6: Elected Officers
Section 6.1 The Clerk
The Clerk shall be elected for a term of one (1) year. The Clerk shall keep a true and accurate record of all official meetings of the Society and of the membership of the Society. The Clerk shall act as a ex-officio member of the Standing Committee and shall post a true and attested copy of the warrant for all meetings of the Society.
Section 6.2 The Treasurer
The Treasurer shall be elected for a term of (1) year. The Treasurer shall receive all monies due the Society and under Standing Committee direction shall pay all bills. The Treasurer shall make a detailed report of the financial condition of the Society at the annual meeting. The Treasurer shall be an ex-officio member of the Standing Committee and shall furnish said committee, on request, a current financial report.
Section 6.3 The Collector
The Collector shall be elected for a term of one (1) year. The Collector shall record all pledges and contributions accurately, collect all monies given during church services and turn these monies over to the Treasurer, taking a receipt therefor. The Collector may optionally, upon approval of the Treasurer, deposit these monies into a bank account designated by the Treasurer, giving the bank deposit receipt to the Treasurer. The Collector shall make a proper report at the Annual Meeting.
Article 7: Committees
Section 7.1 Establishment of Committees
All committees within the Society, except the Standing Committee, shall be created as either Chartered or Special committees. Chartered committees shall be established under these Bylaws. Special committees shall be created by the Standing Committee as needed for a specific purpose and for a specified period of time (unless designated otherwise by the Standing Committee). Any three (3) or more people wishing to start a committee may petition the Standing Committee.
Section 7.2 Committee Membership
Each committee shall determine through its charter its method of organization and method of communicating with the Standing Committee. Membership of all committees, with the exception of the Nominating Committee, the Committee on Ministry, and any Search Committee, as defined in their approved charters, shall be open to all interested persons.
Section 7.3 Church Affiliated Organizations
Organizations whose activities and practices are consistent with those of the Society may be recognized by the Standing Committee as "Affiliated Organizations". Such organizations will be given special consideration and support by the Standing Committee. Any three or more members or friends may petition the Standing Committee to establish such an affiliated organization. These organizations are responsible to the Standing Committee which has the authority to revoke affiliation of any organization which no longer fits the established guidelines. See Appendix for examples of affiliated organizations.
Section 7.4 Charter Committees
Chartered committees are those organizations within the Society which have a line item in the Society budget. See Appendix for examples of established "Chartered Committees".
7.4.1 Operations Committees
Operations committees are those organizations within the Society which handle the administrative functions of the Society. These committees are also chartered committees. See Appendix for examples of "Operations Committees":
Article 8: Nominating Committee
Section 8.1 Selection of Committee Members
The members of the Nominating Committee shall be elected each year at the Annual Meeting of the Society. This committee shall be comprised of five (5) Voting Members of the Society. The committee members will serve over lapping terms. Preferably the fifth member of this committee to be determined by the Nominating Committee will be one of the two (2) members finishing their terms on the Standing Committee. The fifth member will serve a one year term. Three (3) members of the Nominating Committee shall constitute a quorum to conduct any business of the Committee. In the event that any vacancy occurs on the Committee between Annual Meetings, the Standing Committee shall appoint a person from among the eligible voting members to fill the unexpired term of the position until the next Annual Meeting at which time a permanent replacement shall be elected by the Congregation.
Section 8.2 Annual Election of Nominations
For each annual election to be held at each Annual Meeting of the Congregation, the Nominating Committee shall submit one (1) nominee for the following available positions:
a. Treasurer
b. Clerk
c. Collector
The Nominating Committee shall also submit a slate to fill vacancies occurring for expired terms within each of the following committees:
d. Standing Committee (in
accordance with Article 5)
e. Nominating Committee (in accordance with Section 8.1)
f. Ministerial Search Committee (in accordance with Section 9.7)
g. Board of Investment (in accordance with Section 13.2)
Nominations also shall be
submitted at each annual election to fill the remainder of terms
of office for the Standing Committee and other elected committee
positions above in which mid-term vacancies have occurred since
the last annual election.
Section 8.3 Publication of Nominations
The Nominating Committee shall issue a list of nominations no later than 21 days prior to the Annual Meeting of the Congregation. This list shall be published in the Church newsletter and posted at the then current place of meeting of the Society.
Article 9: The Minister
Section 9.1 Selection
The Minister of the Society may be called by a 2/3 (two-thirds) vote of the qualified members voting in person or by absentee ballot at a congregational meeting called for such purpose.
Section 9.2 Tenure
Tenure shall be indefinite.
Section 9.3 Installation
When a Minister has been called and has accepted the call, the Standing Committee shall make proper arrangements for his or her installation in an appropriate manner at a designated service.
Section 9.4 Duties of the Minister
The duties of the Minister shall
be agreed to by the Minister and the Standing Committee in a
written contract. The Minister will be employed under such
written contract which clearly stipulates the duties,
compensation and other conditions of employment. In general the
Minister shall provide overall religious leadership and guidance
in accordance with the established purposes of the Society and
shall be guaranteed freedom of the pulpit. The Minister is an
ex-officio and non-voting member of the Standing Committee and of
all other committees, except for the Auditing Committee and a
Ministerial Search Committee, on which the Minister may not
participate.
Section 9.5 Contract Termination
The contractual relationship between the Minister and the Society may be dissolved by either party for any reason upon three (3) months written notice. Such provision shall be incorporated in any contractual agreement. The Minister may be dismissed by a two-thirds vote of the qualified members of the Society present and voting at any meeting legally called for that purpose.
Section 9.6 Triennial Evaluation
The Standing Committee shall direct the evaluation of the Minister's performance (the ministry) which may involve the Society membership no less frequently than every 3 years following employment. The results of such evaluation shall be in writing and made part of the permanent Society records.
Section 9.7 The Search Committee
In the event of a vacancy in the position of Minister, a Search Committee shall be established as a Special Committee for the purpose of identifying, screening and bringing to the Society for consideration a ministerial candidate. The Search Committee shall consist of one (1) Standing Committee member and at least four (4) voting members. The Nominating Committee shall submit the nominees to be voted upon at a Society meeting for such purpose. The Search Committee will consult with the Ministerial Settlement Representative for the Central Massachusetts District.
Article 10: Staff
Full and part-time employees of the First Congregational Society Unitarian of Chelmsford will be managed by the Standing Committee. The Standing Committee will have the power to hire, contract with and if deemed necessary terminate paid employees with the exception of the minister.
Article 11: Congregational Meetings
Section 11.1 Annual Meeting
An Annual Meeting of the Society shall be held annually, with the exact meeting date to be determined by the Standing Committee. The Moderator for that meeting, officers and any committees required to be elected at that time shall be elected, a budget for the ensuing year shall be presented by the Standing Committee for discussion, changed if necessary and adopted by the Society, and any other appropriate business transacted. The time, place and agenda of the Annual Meeting shall be designated by the Standing Committee and all such information shall be published in writing and made available to the Society membership
Section 11.2 Special Meetings
Special Meetings of the Society may be called by the Standing Committee and shall be called by them upon written request of ten (10) voting members of the Society. No business other than that announced for any such Special Meeting shall be transacted at that particular meeting.
Section 11.3 Rules of Order
All meetings shall abide by parliamentary procedure as specified by Robert's Rules of Order Revised.
Section 11.4 Notice of Meetings
All meetings shall be warned by the Clerk of the Society who shall cause a true and attested copy of the warrant to be posted in the meeting house at least ten (10) days before the day of the meeting. Such written or printed notice will state the place, day and hour of any Congregational meeting. In case of a called Special Meeting, the purpose or purposes for which the meeting is called shall be stated in the notice.
Section 11.5 Voting Quorum and Determining Vote
A quorum of the Congregation for the purposes of voting shall be constituted of twenty-five (25) of the members eligible to vote attending in person A simple majority of those votes cast shall be sufficient to either approve or disapprove matters submitted for determination by vote, except for those votes taken relating to the election of a Minister as described in Sections 9. 1.
Section 11.6 Voting by Absentee Ballot
Absentee ballots shall be on such form as may be stipulated by the Standing Committee and shall be processed for consideration in such manner as may be prescribed by the Standing Committee. If the Standing Committee decides absentee ballots are not to be allowed for a given meeting, such decision must be included in the notice of meetings as described in Section 11.4.
Section 11.7 Nominations from the Floor
At any meeting of the congregation at which Officers, Nominating Committee members or Search Committee members are elected, nominations from the floor may be made by a group of three (3) members ( 1/ to nominate, 2/ to second, 3/ to accept) eligible to vote for any elected position.
Article 12: Fiscal Year
The fiscal year shall end June 30 of each church year, beginning on July 1. (rev. 2/6/06)
Article 13: Auditors and Board of Investment
Section 13.1 Auditors: Three (3) Auditors shall be appointed by the Standing Committee from the voting members at least one month before the Annual Meeting. It shall be their duty to audit all accounts, including those of the Treasurer, Collector and the Board of Investment, and report thereupon at the Annual Meeting.
Section 13.2 The Board of Investment shall consist of five (5) voting members of the Society. Four (4) of these are to be elected one a year every year for a term of four (4) years. The fifth member shall be the Society’s Treasurer, who will serve as an ex-officio voting member. Three (3) members of the Board shall constitute a quorum to discuss and vote on any business of the Board. The Board shall hold all permanent funds heretofore or hereafter acquired by the Society, and shall have the power to invest, reinvest, sell or assign property in its hands for the well-being of the church without a specific vote of the Society. It shall annually recommend to the Congregation an amount from invested funds to be transferred to the Treasurer for application to the operating budget. It shall make a detailed report of its work at the Annual Meeting and at any time at the request of the Standing Committee. All funds in the hands of this body shall be kept in the name of the First Congregational Society, Unitarian of Chelmsford, Massachusetts. It shall post its meeting place and time in advance in the church newsletter.
Section 13.3 Estate and memorial gifts to the Society shall become part of the invested funds, under the care of the Board of Investment, unless specifically designated otherwise by the deceased, the family of the deceased or the giver.
Article 14: Dissolution and Distribution of Assets
Section 14.1 Dissolution
Any action to dissolve the Society must be approved by a two-thirds (2/3) vote of eligible voting members of the Society present at a meeting called to specifically consider which action for which meeting written notice has been issued to all members eligible to vote in accordance with the provisions of Section 4.3 of these Bylaws.
Section 14.2 Distribution
If the Society at its own option shall cease to exist, all property real or personal shall be transferred to the Central Mass District of the Unitarian Universalist Association or its successors.
Article 15: Amendments to Bylaws
These Bylaws may be amended at any Congregational meeting by a two-thirds (2/3) vote of the members of the Society eligible to vote at the meeting at which such matter is considered. The text of any proposed changes must be published in the newsletter and mailed to all members of record at least thirty (30) days prior to such meeting. The Standing Committee may submit to the congregation any proposed amendment which the Standing Committee has approved to such submission by majority vote of its members. In addition, The Standing Committee shall submit to the Congregation any amendment received by the Committee which shall have been proposed by a petition signed by at least ten percent (10%) of the members of the Society eligible to vote.
Article 16: Indemnification
The Society shall indemnify any person who is or was an employee, agent, representative, or member of the Standing Committee of the Society against any liability asserted against such person and incurred in the course and scope of his or her duties or functions within the Church to the maximum extent allow-
able by law, provided the person acted in good faith and did not engage in an act or omission that was intentional, willfully or wantonly negligent, or 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 person may be entitled under any Bylaw, agreement, insurance policy, vote of members or otherwise.
Appendix 1 - Committees
Rev. 6 (4/26/95)
Chartered Committees
Adult Activities
Archives and Historical Committee
Church Council
Committee on Ministry
Membership
Music
Publicity
Religious Education
Social Action
Youth Council
Worship
Chartered Operations Committees
Board of Investment
Flowers
Nominating
Parish Affairs
Property Management (Buildings and Grounds)
Ways and Means
Appointed Committees
Auditors
Affiliated Organizations
Caring Connection
Community Table
Computer Acquisition Task Force
Delegates to the UUA
Mens Group
Womens Alliance
Womens Discussion Group