Constitution and ByLaws

KEENE UNITARIAN UNIVERSALIST CHURCH CONSTITUTION and BY-LAWS

KEENE UNITARIAN UNIVERSALIST CHURCH CONSTITUTION

Article I Name

1.1 The name of this Church (the Corporation) is the Keene Unitarian Universalist Church, located in Keene, New Hampshire

1.2 This Church shall be a member of the Unitarian Universalist Association and the Northern New England District. It is the intention of this Church to pay its annual full fair share as determined by these organizations.

Article II Covenant

In the spirit of community and acknowledging the inherent worth and dignity of every person, we, the members do covenant:

To worship together in the spirit of religious pluralism;

To seek spiritual and personal growth in a free and responsible search for individual truths;

To strive toward a world community of peace, tolerance, compassion, justice and liberty;

To respect the interdependent web of all existence;

To offer trust, love and support to one another;

To make decisions democratically while affirming individual freedom of conscience.

Article III Non-discrimination

The Church declares and affirms its special responsibility to promote the full participation of persons in all of its activities and in the full range of human endeavor without regard to race, color, gender, disability, affectional or sexual orientation, age or national origin and without requiring adherence to any particular interpretation of religion or to any particular religious belief or creed.

Article IV Membership

Members shall be persons who have attained the age of sixteen (16) years who have expressed a commitment to this Church by signing the Covenant Book in the presence of the Minister, the President or President-elect.

Article V Governance

5.1 The general administration of the Church shall be vested in a Board of six (6) Trustees-at-large, a President-elect, President and Past President. New Board members shall begin their terms starting July 1 following their election.

5.2 The Church By-Laws set the rules for Church governance.

Article VI Dissolution

6.1 Dissolution of this Church shall require a four-fifths (4/5) majority vote of the qualified voters present and voting at any meeting called in accordance with Article IV of the By-Laws.

6.2 In the event of the dissolution of the Church, all outstanding debts shall be paid and the remaining assets, both real and personal, after paying all just claim upon it, shall be conveyed to and vested in the Unitarian Universalist Association or its legal successor or to any Unitarian Universalist related organization, and the Board of Trustees of the Church shall perform all actions necessary to effect such conveyance.

Article VII Amendments to the Constitution

7.1 All former Constitutions and By-Laws are hereby repealed.

7.2 This Constitution may be amended or revoked at any legally called meeting of the Church by a two-third (2/3) vote of the qualified persons present and voting, providing that written notice embodying the proposed amendments has been openly given at a previous meeting and as well as in the notices of the meeting at which action is to be taken and at which a quorum of at least 20% of the voting membership is present.

Constitution and Bylaws adopted June 12, 2005;  Bylaws Sections 1.4 and 4.3 amended June 21, 2009;  Bylaws Sections 1.1 and 5.2.5 amended June 6, 2010;  Constitution Sections I and IV amended June 12, 2011;  Bylaws Section VII amended June 10, 2012

 

KEENE UNITARIAN UNIVERSALIST CHURCH BY-LAWS

Article I Board of Trustees

1.1   The general administration of the Church shall be vested in a Board of six (6) Trustees, a President-elect, President and Past President. The Board of Trustees shall establish policies and be responsible for the management of the business and property of the Church. Trustees shall be members of the church elected by the voting membership to serve three (3) year staggered terms.

1.2  The Board shall have and exercise all powers of the Church provided in the By-Laws.

1.3  The Board shall be responsible for the preparation of the budget and the management of the budget voted upon at the Annual Meeting. The final adjusted budget shall be mailed promptly to every member of the Church. Any contract involving an unbudgeted expenditure of more than two percent (2%) of the total operating expense budget shall require a specific vote of the Church.

1.4  The Board shall hold regularly scheduled monthly meetings except during July. It may hold special meetings at the call of the President or in the President’s absence the President-elect, or of any two (2) Trustees. Two (2) days notice of such special meetings shall be given personally or by mail or email to all Trustees.

1.5   Five (5) members shall constitute a quorum of the Board.

1.6  An Executive Committee consisting of the President, President-elect, Past President, Clerk, Treasurer and Minister shall confer to set the agenda for the next Board meeting, and discuss any ongoing problems.

Article II Officers

2.1 President-elect, President, Past President

2.1.1 A President-elect shall be elected by the voting membership to serve three (3) years; the first year as President-elect, the second as President, the third as Past President.

2.1.2 The President-elect shall serve as Chair of the Program Council whose purpose is to determine and coordinate the calendar and committee activities for the Church year. The President-elect shall also serve as presiding church officer in the absence of the President.

2.1.3 The President shall serve as Chairman of the Board and as the Chief Executive Officer of the Church

2.1.4 The Past President shall continue on the Board of Trustees and serve as a member of the Nominating Committee.

2.2 The Clerk

2.2.1 The Board of Trustees shall choose from their number a Clerk who shall keep, or cause to be kept, a record of all regular and special meetings of the Board and the Church except those maintained by the Treasurer, Minister, and Church committees.

2.2.2 The Clerk shall maintain an up-to-date membership list.

2.2.3 The Clerk shall send official notices to all members qualified to vote, notify all persons elected to office and perform other duties as may be assign by the Board of Trustees.

2.3 The Treasurer

2.3.1 A Treasurer shall be elected by the membership for a term of three (3) years and may be re-elected for successive terms. The Treasurer will serve as an ex officio member of the Board of Trustees and the Executive Committee.

2.3.2 It shall be the duty of the Treasurer to have custody of all funds except those for which the Board shall appoint special treasurers or trustees. The Treasurer shall keep, or cause to be kept an accurate account of all receipts, expenditures, and indebtedness to and from the Church, and pay all authorized bills.

2.3.3 The Treasurer shall make a written report of the Church’s finances at the regular meetings of the Board of Trustees and share in its deliberations. At the request of ten (l0) voting members, the Treasurer shall make a written report of the Church’s finances. At the Annual Meeting the Treasurer shall present a written report of the financial condition of the Church, duly audited to the satisfaction of the Board.

2.3.4 A bookkeeper may be appointed to handle day-to-day financial transactions and to assist the Treasurer in the preparations of financial reports. This bookkeeper’s appointment shall be approved by the Board of Trustees.

2.3.5 The financial year shall be from July 1 through June 30.

2.4 Vacancies and Term of Office

2.4.1 The Board of Trustees shall have the power to fill all vacancies except the President-elect in their number for the period preceding the next Annual Meeting of the Church.

2.4.2 If the President-elect is unable to complete the term of office, the Board shall request the Nominating Committee to meet immediately to provide a nominee for the President-elect to be presented at a duly called meeting of the voting members of the Church.

2.4.3 Trustees shall be eligible for re-election only after the lapse of one (1) year or more from the end of a full term of office. However, an individual elected to complete another Trustees term may be elected for a full term of office at the next election.

Article III Membership

3.1 To enable this church to fulfill its mission members have a responsibility to help this Church to thrive through financial support and services as their circumstances allow.

3.2 Members may vote at meetings of the Church sixty (60) days after signing the Covenant Book.

3.3 By tradition, the Covenant Book shall be opened in the Church every Easter Sunday with notice given beforehand.

3.4 Members who have not participated in the life of the Church or made an annual financial contribution of record within a period of two (2) years will be contacted by letter or personal visit to determine if they desire to continue as members of the Church. In the absence of a clear, affirmative answer thirty (30) days after the mailing or visit the Board or its appointed delegate shall have the power to remove the member’s name from the list. A member may also withdraw from membership by written request. A note of action taken is to be put in the Covenant Book. If former members rejoin the Church, they are again eligible to vote sixty (60) days after signing the Covenant Book.

3.5 Friends of the Church are individuals who support the Church’s purpose and program, but who have not signed the Covenant Book. Friends are encouraged to participate in the Church’s programs and maintenance, including pledging.

3.6 Sixty (60) days prior to the Annual Meeting the Clerk of the Board of Trustees shall post a list of members who are eligible to vote. The Board shall have the responsibility for providing for the maintenance of a current membership list.

Article IV Meetings of the Church

4.1 The Annual Meeting of the Church shall be held the second (2nd) Sunday in June, unless otherwise decided by the Board of Trustees. It must be held before the end of June. The agenda shall include:

4.1.1 Election of a moderator.

4.1.2 Written reports from the Board of Trustees, Treasurer, Minister and Chairs of standing committees and other Church groups.

4.1.3 Elect the Nominating Committee, Trustees and other Officers.

4.1.4 Approve the Budget for the next year.

4.1.5 Conduct any necessary Church business.

4.2 Special meetings of the Church may be called at any time by the Board of Trustees, or by the written request of at least ten (10) voting Church members.

4.3 Notice of the time and place of each meeting of the Church shall be emailed or mailed to each voting member at least ten (10) days before the meeting. Pertinent warrant articles, proposed budgets and nominations shall be included in this mailing. A Warrant notice shall be posted on the Church entrance.

4.4 A quorum of at least twenty percent (20%) of the voting membership must be present to conduct Church business at these called meetings.

4.5 Called meetings must be adjourned if a quorum is not present.

4.6 All meetings of the Church shall be conducted according to commonly accepted Rules of order. The elected moderator of any meeting shall have the authority to rule on any questions of orde

Article V Committees

5.1 The Board shall establish such committees as are necessary to conduct the business and further the mission of the Church.

5.2 The Nominating Committee shall consist of the Past President and four (4) voting members of the Church who shall each be elected to serve a two (2) year term of office. Elected members of the Nominating Committee shall serve no more than two (2) consecutive terms, and then may serve again following a two (2) year break in service.

5.2.1 The Nominating Committee shall select its Chair from within the Nominating Committee.

5.2.2 The Nominating Committee shall present a slate of officers and members of the Board for the next year.

5.2.3 The Nominating Committee shall act as the Organizing Committee of the Church, oversee the appointment of Committee Chairs at the beginning of each Church year and assist with the filling of Chair vacancies as they may occur during the Church year.

5.2.4 In the case of the resignation of a President-elect, the Nominating Committee will be charged by the Board of Trustees to provide a nominee for that office to a duly called Church meeting.

5.2.5 The Board of Trustees shall have the power to fill vacancies in the Nominating Committee for the period preceding the next Annual Meeting of the Churc

Article VI The Minister

6.1 The Minister of the Church shall be chosen by a four-fifths (4/5) majority vote of the qualified voters present at any meeting of the Church called in accordance with Article IV of the By-Laws.

6.2 The Minister may be removed by a majority vote of the qualified voters present and voting at any meeting of the Church called in accordance with Article IV of the By-Laws

Article VII Endowment Draw Down (adopted November 3, 1996)

7.1  It is the policy of this Church that funds that have been accumulated over the years through bequests, gifts and return on investment be managed in such a way that the principal and earnings be used as: 1) a permanent and increasing heritage; and 2) a source of funds for ongoing needs of the Church.  To accomplish these objectives, the funds will be managed and invested by an Investment Committee appointed by the Board of Trustees. In performing its function, the Investment Committee will be guided by the “Prudent Person” principle. In order to balance and give effect to the two objectives, the amount allocated to Operating Budget, Capital Reserve, and Special Reserve will be determined using the following formula:

7.1.1  Not more than 10% (ten percent) of the three (3) year average of the total current valuation of the Endowment will be allocated to the Operating Budget, Capital Reserve, and Special Reserve Funds.  The amount so allocated will be divided up to 80% (eighty per cent) to the Operating Budget with the remaining fund to be divided between Capital Reserve and Special Reserve Funds.

7.2  For purposes of this allocation, the Investment Committee will average the February total current valuation of the Endowment with the monthly values from the immediately preceding 35 months.  This average of the 36 monthly total valuations will be recalculated every year and will be used as the “three year average.”  It is the responsibility of the Investment Committee to notify the Board of Trustees and the Budget Committee of the amount allocable by the last day in February.  Any unrestricted bequests and any gifts to the investment funds received in the future will be added to principal.  It shall be a goal of the Church to fully implement this policy for the 1997-98 fiscal year.

7.3  The amount which can be taken from the Endowment within a given fiscal year is capped at 10% (ten percent) of the three (3) year average of the total current valuation of the Endowment.  The Church may depart from this policy for a one-year override by specific affirmation of a majority vote of the Congregation present and voting in a congregational meeting called in accordance with the Constitution.

7.4  Operating Budget includes items which are predictable expenses, expendable items, salaries, etc. which are used to run and maintain the Church on a yearly basis

7.5  Capital Reserve includes items which are used in maintaining the physical plant, planned capital repairs, installing something new, and/or replacing equipment.  It is for the purchase of capital assets that have a life span of more than one (1) year.

7.6 Special reserve is money set aside for unforeseen needs as well as planned expenditures which span more than one year.  It is not intended to be a buffer for late or reduced pledge income.

7.7  It shall be the responsibility of the Budget Committee to propose the use of Reserve funds and the responsibility of the Board of Trustees to act on such proposals, with input from the Administrative Committee given due consideration.

Article VIII Special Purposes Endowment Account (May 1993)

The Investment Committee has established a special account within the Endowment Fund maintained separately from the regular account. Funds from this account would not be used for the Operating Budget but would be used for special purposes for the Church or the Community at large. These special purposes could be proposed by the Board of Trustees, and by any regular standing committee, or by petition of ten (10) voting members of the Church. Approval for accepting a submitted proposal would require a two-thirds (2/3) majority of the members present and voting at a legally called meeting of the Church at which a quorum is present. The account would be established by a transfer of one hundred dollars ($100) from the regular endowment fund. Gifts to the Church will be credited to this new account if they are specifically designated by their donors to be for the Special Purposes Endowment Account.

Article VIX  Policy and Procedures Manual

9.1 A Policy and Procedures Manual shall be maintained, reviewed and updated periodically by the Board of Trustees or its designee. This shall contain job descriptions, the Constitutions and By-Laws, history, committee descriptions and reports, goals and objectives and other such items necessary for the function of the Church.

9.2 Policies within this Manual may be changed, added to, or deleted by a majority vote of the Board of Trustees.

Article X  Amendments to the ByLaws

These By-Laws may be amended or revoked by vote of at least two-thirds (2/3) of the members present and eligible to vote at the Annual Meeting of the Church or at any special meeting called for that purpose in accordance with Article IV of the By-Laws.

Constitution and Bylaws adopted June 12, 2005;  Bylaws Sections 1.4 and 4.3 amended June 21, 2009;  Bylaws Sections 1.1 and 5.2.5 amended June 6, 2010; Constitution Sections I and IV amended June 12, 2011; Bylaws Section VII amended June 10, 2012,;Bylaws Section V amended June 7, 2015