Bylaws of the Sepulveda Unitarian-Universalist Society
revised April 1, 2007
ARTICLE I – NAME
This corporation shall be known as the Sepulveda Unitarian-Universalist Society.
ARTICLE II – PURPOSE
The purpose of the Society is to form a religious community concerned with the spiritual health and growth of its members, their children, and of the larger community of humankind.
To serve this purpose, while recognizing that other generations may have other priorities, we intend in our structure and functioning to cultivate:
- A climate of mutual respect and trust, with concern for each other even in disagreement, encouraging honest interpersonal relationships and growth of each person’s sense of identity and self-worth.
- Individual freedom, responsibly used, and the democratic process.
- Openness to the need for change: in ourselves, in our religious community, and in society.
- The giving of ourselves, individually and as a group, in helping to bring nearer a universal society living in peace, freedom, health, and social justice.
ARTICLE III – AFFILIATION
This corporation is affiliated with the Unitarian Universalist Association (UUA) and the Pacific Southwest District (PSWD) of the UUA.
ARTICLE IV – MEMBERSHIP
- Any person at least 14 years of age
- may become a voting member of the Society by:
- making interest in membership known to the minister, or if the Society is not served by a minister, to the president or the president’s designee;
- participating in an orientation program for prospective new members conducted by the minister and/or Membership Committee;
- (1) signing a pledge card pledging an amount sufficient to meet a member’s fair share of subsidy for the Society’s newsletter as well as the Society’s contribution to the Unitarian Universalist Association and to the Pacific Southwest District; or(2) if a voting member’s financial circumstances prevent pledging a fair share subsidy amount, explaining the circumstances in writing and submitting the written statement along with a pledge for a lesser amount; and after (a), (b), and (c),
- signing the Society’s membership book.
- may become a non-voting friend by pledging a financial contribution.
- may become a voting member of the Society by:
- If a voting member fails to respond to an annual canvass, a letter will be sent to the member’s last known address inquiring whether the member wishes to retain membership. If there is no pledge submitted in response within 30 days from the postmark of the inquiry letter, the member’s membership will be deemed to have lapsed and that person’s name will be stricken from the membership roll for purposes of reporting to the Unitarian Universalist Association and the Pacific Southwest District.
- All voting members may participate fully in the rights and duties of members except as prohibited by the laws of the State of California which limit voting rights by age.
- Voting members do not have the right to vote at congregational meetings until 60 days after signing the membership book. This restriction may be waived at a congregational meeting by a vote for the waiver by two-thirds of the members present and voting.
- A member may resign by written notice to the President, Secretary, or Membership chair.
ARTICLE V – CONGREGATIONAL MEETINGS
- This Society is congregational in policy. All authority vests in the Membership and is exercised through meetings of the members except as delegated in these bylaws.
- An annual Congregational meeting shall be held at the time and place designated by the Board of Trustees.
- Additional Congregational meetings may be called by the Board of Trustees, or by a written request for a Congregational meeting signed by at least ten members, stating the business to be transacted. If ten members request a Congregational meeting, it must be held within 45 days after the President receives the request.
- Notices of Congregational meetings shall be mailed by the Board of Trustees to all members not less than seven days nor more than 30 days in advance of any meeting. Notices shall state the business to be transacted and shall include the wording of any proposed amendments to these bylaws. Action may be taken only on items that appear in the Congregational meeting notice.
- The Board of Trustees shall prepare an order of business for each Congregational meeting and shall submit it at the opening of that meeting.
- Twenty (20) percent of the members shall constitute a quorum for all Congregational meetings.
- There shall be no voting by proxy or absentee ballot.
- Non-members may attend Congregational meetings. They may have the privilege of the floor by vote of two-thirds of the members present and voting.
ARTICLE VI – BOARD OF TRUSTEES
Trustees must be members of the Society.
The Board of Trustees shall have ten members, four of whom shall be officers. There may be an 11th member, an R.E. youth representative, if elected.[i] The President, Secretary, and three other trustees shall be elected by the Membership at the annual Congregational meeting in even-numbered years and the Vice-President, Financial Officer, and three other trustees shall be elected by the Membership at the annual Congregational meeting in odd-numbered years.
The Board of Trustees shall have eight members, four of whom shall be officers. There may be a 9th member, an R.E. youth representative, if elected. The President, Secretary, and two other trustees shall be elected by the Membership at the annual Congregational meeting in even-numbered years and the Vice-President, Financial Officer, and two other trustees shall be elected by the Membership at the annual Congregational meeting in odd-numbered years.
- Trustees shall be elected for two-year terms. No trustee may serve more than three consecutive terms, except that a trustee elected as President may serve an additional term.
- When Trustee vacancies occur, the Nominating Committee shall nominate candidates and the Board of Trustees shall appoint trustees to serve until the next Congregational meeting, at which time the Membership shall elect a trustee to fill the unexpired term.
- The Board of Trustees shares with the Minister responsibility for the religious life of the Society. Together they shall be responsible for planning and coordinating programs to meet the needs of the congregation and to meet the Society’s obligation to the larger community, in harmony with the statement of purpose in Article II.
- The Board of Trustees is entrusted with the care and administration of all Society property and the conduct of its business affairs and shall have the usual powers of corporate directors as provided by law, unless limited in these bylaws. It shall appoint and fix the compensation for all employees except the Minister and the Religious Education Director or Coordinator. The Board of Trustees shall control expenditures within an annual budget approved by the Membership, except that, in an emergency situation, it may commit the Society for an amount not to exceed 3% of the approved budget for one fiscal year. Annually, the Board of Trustees shall submit a proposed budget for final action by a Congregational meeting. It shall periodically inform the membership of the financial condition of the Society.
- The Board of Trustees shall be responsible for maintaining the financial support of the Society and the Society’s support of the Denomination. The Board of Trustees shall have the authority to regulate all fund raising activities by any committee or affiliated organization of the Society.
- The Board of Trustees shall have the authority to regulate the use of the Society’s real Property. No meetings other than for religious services and those of recognized committees and affiliated organizations shall be conducted without the prior consent of the Board of Trustees.
- The Board of Trustees may not sell, lease, mortgage, or otherwise alienate or encumber the real property of the Society without prior consent of two-thirds of those present and voting at a Congregational meeting.
The Board of Trustees shall hold regular meetings and shall hold special meetings on call of the President or any three members of the Board of Trustees. The presence of six members shall constitute a quorum. Meetings shall be open to all members of the congregation, unless an executive session is called by vote of six board members.
The Board of Trustees shall hold regular meetings and shall hold special meetings on call of the president or any three members of the Board of Trustees. The presence of five members shall constitute a quorum. Meetings shall be open to all members of the congregation, unless an executive session is called by vote of five board members.
- A member of the Board of Trustees who misses three consecutive regular meetings of the Board of Trustees shall be considered to have resigned from the board. Any trustee may be removed from office by a two-thirds vote of the members present and voting at a Congregational meeting.
Each of the six trustees shall represent one or more committees of the Board.Each of the eight trustees shall represent one or more committees of the Board.
- R.E.. Youth Representative to the Board of Trustees[ii]
- if he/she meets criteria for membership (see Article IV, Membership)
- will be a voting member
- will require re-nomination annually by R.E. youth
- will disseminate R.E. youth-related information form the Board to R.E. youth (ages 10 and above)
ARTICLE VII – OFFICERS
- The President, Vice-President, Secretary, and Financial Officer shall be the officers of the Society.
- The President shall preside at all meetings of the congregation and of the Board of Trustees and shall serve as the chief executive officer of the Society. The President shall convene the first meeting of a newly constituted Nominating Committee or Pulpit Committee.
- The Vice-President shall assist the President and shall assume the duties of the President in the President’s absence. The Vice-President shall serve as liaison to the affiliated organizations.
- The Secretary shall keep records of all Congregational and Board of Trustee meetings, shall secure a corrected copy of the list of members eligible to vote in advance of every Congregational meeting, shall notify all persons of their election or appointment to office, and shall notify the Membership of all meetings. The Secretary shall be the custodian of the membership book.
- The Financial Officer shall be entrusted, under direction of the Board of Trustees, with the administration of the financial affairs of the Society. The Financial Officer shall furnish financial reports monthly to the Board of Trustees and annually to the Membership. The Financial Officer shall direct the work of the Treasurer, who shall be appointed by the Board of Trustees. The Treasurer shall be bonded at the Society’s expense.
ARTICLE VIII – MINISTER
- The Minister shall be chosen or dismissed by a two-thirds vote of the members present and voting at a Congregational meeting. Unless otherwise specifically provided by agreement, the Minister shall be called for an indefinite period subject to three months’ notice by the Minister or Society of a desire to terminate the relationship.
- When a Congregational meeting determines the need to call a new minister, a Pulpit Committee of nine members shall be appointed by a Congregational meeting to conduct the search. In its search, the Pulpit Committee shall be non-discriminatory regarding race, gender, and sexual orientation. If the committee membership drops below seven members, replacement members must be appointed. The Pulpit Committee shall seek the counsel of the Denomination in considering candidates. When the Pulpit Committee has found a satisfactory candidate, it shall arrange for the candidate to be the guest of the Society for an appropriate time and shall negotiate on behalf of the Membership. The Committee shall then present its recommendation on calling, salary, and any other relevant matters to a congregational meeting called for the purpose.
- Except as provided in Section 2 above, the salary of the Minister shall be determined by the Membership as part of the annual budget.
- The Minister shall perform the duties customary to that office in liberal religious organizations, shall work in close cooperation with the officers, Board of Trustees, and committees, and shall have primary responsibility for the spiritual, intellectual, and ethical life of the congregation. The Minister shall be free at all times to express honest convictions and beliefs.
- The Minister shall be encouraged to participate actively in the life of the Denomination and of the community and shall have the active support and assistance of the congregation in properly allocating time between obligations to the Society and needs for family privacy, recreation, study, and professional training.
- The Minister shall be a non-voting member of the Board of Trustees and all committees, except the Nominating and Pulpit Committees, but the executive officer of none.
ARTICLE IX – NOMINATIONS
- There shall be a Nominating Committee of six members. Three members shall be elected at each annual Congregational meeting and shall serve for two years. Members of the Nominating Committee may not succeed themselves. The Nominating Committee shall nominate candidates for the Board of Trustees and the Nominating Committee. Members of the Nominating Committee must be members of the Society.
- The Nominating Committee shall elect its own chair.
- The Nominating Committee shall select eligible members of the congregation for nomination and shall secure their consent.
- A list of nominees shall be included in the notice of the annual Congregational meeting.
- Additional nominations may be made from the floor at any Congregational meeting at which elections are being held. Election shall be by majority vote of the members present. The President shall appoint tellers for the election.
- Vacancies in the Nominating Committee shall be filled at the next Congregational meeting, at which time the Membership shall elect people to fill the unexpired terms. In the interim, a Nominating Committee may continue to function as long as it has at least four members.
ARTICLE X – ENDOWMENT FUND
- There shall be an Endowment Fund to help secure the financial base of the Sepulveda Unitarian-Universalist Society. The Fund will be built upon monetary gifts and/or bequests from donors who wish to make a lasting contribution to the Society. The management and investment of the Fund will be accomplished so that the Society may realize the greatest possible benefit consistent with sound and prudent practices. All investments by the Endowment Fund shall meet the guidelines established by the Board of Trustees of the Unitarian Universalist Association, and shall be in keeping with the Purpose of this Society. Any investment made by the Endowment Fund, which is not insured by the United States government, shall require the prior approval of the Board of Trustees. The principal balance of the Endowment Fund shall not be spent. The income earned, after the principal amount is adjusted for inflation, using the Consumer Price Index published by the United States government, may be spent as part of the unrestricted income of the Society.
- Contributions to the Endowment Fund, which satisfy criteria established by the Endowment Fund Committee, and affirmed by the Board of Trustees, shall be permanently recognized by a suitable means.
- The purpose of the Endowment Fund Committee shall be twofold:
- To encourage, solicit, and raise gifts to the Fund; and
- To manage the Endowment Fund according to the above guidelines.The Committee shall make investments in a timely manner, maintain accurate records, acknowledge all gifts, and perform other tasks necessary to sustain the health of the fund.
The Committee shall be composed of three (3) members of the Society. The Nominating Committee shall nominate members to serve on the Endowment Fund Committee, one of whom shall be elected by ballot at each annual meeting to serve for a term of three (3) years. A member of the Endowment Fund Committee shall not concurrently serve on the Board of Trustees. The President, Chief Finanacial Officer and Minister of the Society shall be exofficio members of the Endowment Fund Committee.
When committee vacancies occur, the Nominating Committee shall nominate candidates and the Board of Trustees shall appoint members to serve until the next Congregational meeting, at which time the Membership shall elect a Committee member to fill the unexpired term.
The Endowment Fund Committee shall elect a chairperson, and shall make a written report to the Society at each annual meeting, and any other reports as may be requested by the Board of Trustees.
ARTICLE XI – COMMITTEES
- The Board of Trustees and the congregation shall each have the power to establish committees necessary for the maintenance and development of our community, our resources and our activities. Each committee shall be assigned to a trustee who shall act as its liaison to the board.
- Committee chairs shall be recommended by the committee and appointed by the Board of Trustees.
ARTICLE XII – AFFILIATED ORGANIZATIONS
- Any group wishing to become an affiliated organization shall submit a request for affiliation to the Board of Trustees, which shall include a statement of purpose, organizational structure, plan of procedure, and program.
- Affiliated organizations shall be recognized by a two-thirds vote at a Congregational meeting. Recognition may be withdrawn in the same manner. In an emergency, by two-thirds vote of the Board of Trustees, recognition may be suspended until the next Congregational meeting.
- All officers of an affiliated organization must be members of the Society, unless an exception is made by a two-thirds vote of the Board of Trustees.
- No affiliated organization shall be entitled to make any commitments on behalf of the Society, use its name publicly, or engage in fund raising without prior consent of the Board of Trustees. The collection of dues or assessments from members of an affiliated organization is not defined as fund raising.
ARTICLE XIII – FISCAL YEAR
The fiscal year of the Society shall be from July 1 to June 30
ARTICLE XIV – DISSOLUTION
In the event of the dissolution of the society, all outstanding debts shall be paid and the remaining assets, both real and personal, and including all property heretofore and hereinafter donated to said society, shall become the property of the Unitarian Universalist Association, 25 Beacon Street, Boston, Massachusetts, or its successor, subject to all applicable laws.
ARTICLE XV – AMENDMENTS
- These bylaws may be amended or repealed at any Congregational meeting by a two-thirds vote of those present and voting.
- Except as otherwise provided in these bylaws, Robert’s Rules of Order shall govern the procedure of all Congregational and Board of Trustee meetings.
ARTICLE XVI – TERMS OF OFFICE
- The terms of trustee, officers, and members of the Nominating Committee shall commence on September 1.
- To facilitate a smooth transition, newly elected Board of Trustee Members will attend July and August board meetings as non-voting members.
[i] Bylaw change made during April 1, 2007 congregational meeting
[ii] Bylaw change made during April 1, 2007 congregational meeting