chalice with rainbow flame
First Unitarian Universalist Church of Essex County

CONSTITUTION AND BYLAWS

as amended December 7, 2008

See also Proposal for Bylaws Amendments to Allow Notice of Meetings by Electronic Mail to be considered at May 17,2009 congregational meeting.

[CONTENTS]

PREAMBLE

Believing that religion is best served by a Church that is committed to no doctrinal test of membership, we whose names are subscribed unite to maintain a Church which shall welcome to its fellowship all sincere seekers after truth who desire to help in promoting intellectual, moral and spiritual growth, to provide for public religious worship and education, and such charitable and philanthropic activities as belong to a religious society. And whereas a Society has been organized under and in accordance with the law of the State of New Jersey under the corporate name of "First Unitarian Universalist Church of Essex County," it is RESOLVED, that the following Constitution and Bylaws be adopted for its government.

ARTICLE I - NON-DISCRIMINATION

This Church shall be open and free to all worshippers. With regard to membership, hiring, contracting, the calling of religious professionals, and all the activities of the Church, we affirm and promote the full participation of all individuals without regard to race, color, gender, physical or mental disability, sexual orientation, age, class, or national origin.

ARTICLE II - PURPOSE

The purpose of this Church is the study and practice of religion in freedom and fellowship.

ARTICLE III - AFFILIATION

This Church is affiliated with the Unitarian Universalist Association and with the Unitarian Universalist District of Metropolitan New York.

ARTICLE IV - MEMBERSHIP

Section 1. Requirements and Limits. Any person who is in sympathy with the purpose of the Church may become a Member of the Church by signing the Membership Register in the presence of the Minister or an Officer or Trustee. Any Member who takes an active interest in the Church by attendance at its services, by taking part in its activities, or by financial contribution, shall be deemed a Voting Member of the Church, except that:

      (a) Waiting Period. There shall be a waiting period of thirty days between becoming a Member and having voting privileges, and no one with membership of less than six months' duration shall be entitled to vote on disposition or acquisition of real property or on hiring or dismissal of the Minister.

      (b) Age Requirement. Only Members who are sixteen years of age or over shall be entitled to vote in any meeting of the Church.

Section 2. Cessation. Any Member failing to maintain for a period of one year an active interest in the Church, as defined in Section 1 of this Article, shall cease to be a Voting Member after written notification by the Secretary, upon instruction from the Board of Trustees.

Section 3. Reinstatement. Any Member whose voting membership has ceased may become a Voting Member again by both communicating to the Secretary in writing the intent to resume an active interest in the Church and resuming such active interest.

Section 4.Withdrawal. Any Member may withdraw voluntarily from membership by so notifying the Secretary in writing.

Section 5. Entitlements. All Members are entitled to receive a copy of the current Constitution and Bylaws, a copy of the current contract between the Church and the Minister, a copy of the annual financial statement, and the Church newsletter. All Members shall be entitled to inspect the minutes of the Board of Trustees, the Membership Register and the financial reports of the Church.

ARTICLE V - MEETINGS AND ELECTIONS

Section 1.Annual Meeting. The Annual Meeting of this Church shall be held between April 15th and June 15th inclusive at a date to be set by the Board of Trustees. The purpose of this Meeting shall be to hold elections, to approve a budget for the next fiscal year, to receive reports from the Officers of the Church, the Minister and the chairpersons of committees, and to transact any other business that may properly come before the meeting. The Members present shall elect:

The terms of office of the Secretary and the Treasurer shall commence on July 1st, except that if either position is vacant the person elected thereto shall take office immediately. Persons elected to all other elective positions shall take office immediately.

At the request of any Voting Member, the election shall be by ballot.

Section 2. Notice and Special Meetings. Notice of the Annual Meeting shall be given from the pulpit and by mail or personal delivery not less than ten days prior to such meeting. Special Meetings of the Church may be called by the Board of Trustees at any time and shall be called by the Board at the request in writing of no fewer than ten Members of the Church, provided that notice be given from the pulpit and by mail or personal delivery at least seven days prior to such a Meeting and that the object and business of the Meeting be distinctly stated in the call.

Section 3. Quorum. To constitute a legal Meeting, a quorum of at least fifteen voting Members, or twenty-five percent of the total voting membership, whichever is larger, must be present. Upon all questions, except as otherwise provided in the Bylaws, the action of a majority of those present and voting shall be binding upon the Church.

If a quorum is not present at any Meeting of the Church, or if inclement weather or other special circumstances make it unlikely that a quorum will be present, the President is authorized to set another date for such Meeting, provided that all Members are notified.

Section 4. Nominations.

      (a) Nominating Committee. The Nominating Committee shall consist of three members: one Trustee, who is not the President or Vice President, who shall be appointed by the Board of Trustees at its first meeting after the Annual Meeting, to serve for one year; and two members who are neither Trustees nor Officers, of whom at least one shall be elected at each Annual Meeting, to serve a term of two years.

The Nominating Committee shall, on or before the first day of March, select nominees for Officers, a Trustee, and the non-Trustee seat on the Nominating Committee, and shall, on or before that date, notify the Secretary in writing of the nominees so selected. It shall also be the duty of the Nominating Committee to make recommendations to the Board of Trustees for persons to be appointed to fill vacant positions. The Committee shall obtain the agreement of each Member to serve before nominating or recommending that Member. If the Nominating Committee nominates one of its own non-Trustee members to be elected as a Trustee or Officer before the end of the first year of that person's term on the Nominating Committee, then the Committee shall also nominate a replacement Committee member. No person shall serve on the Nominating Committee more than four years in succession.

      (b) Notice of Nominations; Nomination by Petition. It shall be the duty of the Secretary to cause a list of the nominations to be mailed or delivered to all Members of the Church on or before the fifteenth day of March. Any ten Members entitled to vote at the Annual Meeting may make other nominations and deliver the same to the Secretary not later than the first day of April, and it shall be the duty of the Secretary to cause a list of such nominations, together with the names of the Members proposing the same, to be mailed or delivered to all Members at least ten days prior to the annual meeting.

      (c) Floor Nominations. Nominations from the floor shall be allowed in case a nominee is unable to serve or fails to get a majority vote.

ARTICLE VI - TRUSTEES AND OFFICERS

Section 1. Board of Trustees. The executive power of this Church shall be vested in its Board of Trustees, which shall consist of the Officers of the Church and three other members, designated "Trustees," one of whom shall be elected at each Annual Meeting for a term of three years

Section 2. Eligibility & Term Limits To serve as a Trustee or an Officer, a person must have been a Voting Member of the Church for at least six months before being elected. No person shall be elected to more than three consecutive one-year terms in the same office, nor to more than two consecutive three-year terms as a Trustee, and no person shall serve more than six consecutive years on the Board.

Section 3. Removal. An Officer or Trustee can be removed by a two-thirds majority of the Members present and voting at a Meeting of the Church, provided that notice of the consideration of such removal has been included in the notice of the Meeting.

Section 4. Vacancies. If the position of any Trustee or Officer shall become vacant, the Nominating Committee shall, as soon as possible, recommend a successor to the Board of Trustees, and a majority of the remaining Officers and Trustees shall appoint a successor to serve until the next Congregational Meeting. The successor appointed by the Board of Trustees shall be announced to the Membership from the pulpit and by mail or personal delivery as soon as possible after the appointment.

If the vacancy is of a Trusteeship and occurs within the first or second year of the Trustee's term, the nomination of a person for election at the next Congregational Meeting to serve the remaining portion of the term shall, if feasible, be done in the same manner as other nominations pursuant to Article V Section 4; otherwise, the successor appointed by the Board of Trustees shall be deemed the Nominating Committee's nominee, and nominations shall also be allowed from the floor for that Trusteeship.

Section 5. Unexcused Absences. The Board of Trustees may declare an Officer's or Trustee's position vacant upon unexcused absence from three consecutive Board meetings.

ARTICLE VII - POWERS AND DUTIES OF TRUSTEES.

Section 1. Authority. In the Board of Trustees shall be vested the real and personal property of the Church under the laws of the State of New Jersey, and they shall have the power to make contracts for and manage the prudential, temporal and pecuniary affairs of the Church in conformance with the Constitution and Bylaws at the time in force.

Section 2. Real Property Restriction. The Board of Trustees may not sell or mortgage the real property of the Church, or purchase additional real property, without the prior approval of a majority of Members present and voting at a Meeting of the Church for which notice of the proposed action was included in the notice of the Meeting.

Section 3. Expenditure Restriction. The Board of Trustees may not authorize the expenditure of more than five percent over and above the total annual budget without the approval of the Membership. Exceptions to this, in case of emergency, shall be subsequently ratified in a Membership Meeting.

Section 4. Establishment of Committees. The Board of Trustees shall establish such standing and special committees as are necessary to conduct the business and programs of the Church.

ARTICLE VIII - MEETINGS OF THE BOARD OF TRUSTEES

The Board of Trustees shall hold at least six regular meetings each year. Special meetings shall be at the call of the President or two or more trustees. At all meetings of the Board of Trustees, four members shall constitute a quorum. Notice of every meeting shall be given to every member of the Board of Trustees and notice of every regular meeting shall appear in the Church Newsletter. Notice of every special meeting shall be given to the Church Membership to the extent feasible. Meetings of the Board of Trustees shall be open to Members of the Church, except when the Board goes into executive session.

ARTICLE IX - POWERS AND DUTIES OF THE PRESIDENT AND VICE PRESIDENT

Section 1. Meetings. The President or Vice President shall preside at all meetings of the Board of Trustees and at all Meetings of the Church, and in the absence of both the President and Vice-President, a chairperson pro tem shall be elected by the Meeting.

Section 2. Committees. With respect to all committees except the Ministerial Search Committee, the Committee on Ministry and the Nominating Committee, the President shall appoint chairpersons and members, and shall be, by virtue of office, an advisory member, with power to attend and deliberate but not to vote.

ARTICLE X - DUTIES OF THE SECRETARY

In addition to other duties provided for in the bylaws, the Secretary shall keep an accurate up-to-date list of the Members of the Church, and accurate minutes of all business transacted at Meetings of the Church and of the Board of Trustees, and shall cause to be posted on a bulletin board provided for the purpose in the Church or Parish House a current list of committees with the names of their chairpersons. The Secretary shall have custody of all Church records in accordance with law. The Board of Trustees shall establish procedures for maintenance of the Church records and for access thereto.

ARTICLE XI - DUTIES OF THE TREASURER

The Treasurer shall receive and receipt for and keep in safe deposit all funds of, and contributions for the support of, the Church, keep accurate account of receipts and expenditures, and shall report, at the meetings of the Board of Trustees, and at the Annual Meeting of the Church, the financial condition of the Church. The Board of Trustees shall provide for an audit of the financial reports of the Church at least every three years.

ARTICLE XII - FISCAL YEAR

The financial year shall begin on the first day of July and shall end on the last day of June.

ARTICLE XIII. MINISTRY

Section 1. Definitions. In this Article,

Section 2. The Minister. The Minister is the religious and spiritual leader of the Church. The Minister shall be and remain in fellowship with the Unitarian Universalist Association. The Minister shall have freedom of the pulpit as well as freedom to express personal opinions outside the pulpit. The Minister shall attend all meetings of the Board of Trustees and shall be a non-voting member of every standing committee except the Nominating Committee and the Committee on Ministry.

Section 3. Ministerial Search Commitee. A Ministerial Search Committee shall consist of at least five and not more than seven individuals, who have been Voting Members of the Church for at least one year, and a majority of whom are not Trustees or Officers.

Section 4. Quorum and Notice for Congregational Decisions on Ministry. All Congregational meetings provided for in this Article shall require a quorum of at least twenty-five Voting Members, or forty percent of the total voting membership, whichever is larger, and notice given by mail or personal delivery not less than twenty days prior to the date of the meeting.

Section 5. Ministerial Vacancy. In the event of an actual or impending vacancy in the Ministry, the Nominating Committee shall as soon as possible nominate sufficient individuals qualified and willing to serve on a Ministerial Search Committee. The Congregation shall then hold a special meeting, at which they shall decide whether to begin a search for a settled Minister, or begin a search for a consulting Minister, or continue for the time being without a Minister. If a search is approved, the Congregation shall, at the same meeting, elect a Ministerial Search Committee and give budgetary guidance to that Committee. Nominations from the floor shall be allowed in electing the Ministerial Search Committee. The Congregation shall also decide whether to instruct the Board to seek an interim Minister to serve until the settled or consulting Minister begins service.

Section 6. Choice of Minister. Three-fourths of the votes of Voting Members of the Church present at a meeting called for the purpose shall be necessary for the choice of a Minister, whether settled or consulting or interim. In case of a sudden unanticipated vacancy in the Ministry the Board of Trustees may contract for ministerial services until the Congregation is able to meet to consider the vacancy.

Section 7. Ministerial Contract. The duties and privileges of the Minister, whether settled or consulting, shall be set forth in a written contract, the initial terms of which shall be negotiated by the Ministerial Search Committee and approved by the Board of Trustees. Subsequent revisions of the non-financial terms of the Ministerís contract, if needed, shall be negotiated by the Board of Trustees, in consultation with the Committee on Ministry.

Section 8. Renewal of Consulting Minister. The contract of a consulting Minister shall be for a limited term, not to exceed three years, but shall be renewable for further terms, each requiring a positive vote of a majority of the Voting Members of the Church present at a meeting called for that purpose, held at least ninety days before the expiration of the Ministerís contract. A consulting Minister may become a settled Minister upon a vote of three-fourths of Voting Members present at a meeting called for that explicit purpose.

Section 9. Appointment of Committee on Ministry. There shall be a standing Committee on Ministry, consisting of one member appointed by the Minister, one member appointed by the Board of Trustees, and a third member appointed by the other two members. All members of this Committee shall have been Voting Members of the Church for at least one year. The member appointed by the Board of Trustees may be a Trustee or the Vice President, but shall not be the President, Secretary, or Treasurer. The members of the Committee on Ministry shall have staggered three-year terms. [Transitional provision: The first members of the Committee appointed under this bylaw shall determine among themselves who shall have a one-year term, a two-year term, and a three-year term.] No one shall serve more than six consecutive years on this Committee.

Section 10. Duties of Committee on Ministry. The Committee on Ministry shall oversee and work to improve all aspects of the ministry of the Church; shall establish and publish and follow a clear procedure for periodic evaluation of the Minister, to include Congregational input, and shall communicate the results of that evaluation both to the Minister and to the Congregation; shall make a recommendation on the financial terms of the Ministerís contract to the committee that is preparing the annual budget; and shall facilitate communication to and from the Congregation and its members on ministerial matters.

Section 11. Resignation or Termination of a Minister. The Ministerís contract shall provide that the Minister may resign upon ninety days notice, and that the Congregation may terminate the contract upon ninety days notice. A decision to terminate the tenure of a Minister, whether settled or consulting or interim, may be made by a majority vote of the Voting Members at a meeting of the Congregation called for that explicit purpose. The Minister shall be invited to address that meeting before the vote is taken.

ARTICLE XIV - DISSOLUTION

In the event that the First Unitarian Universalist Church of Essex County shall be dissolved or hold no Annual Meeting of the Parish for a period of three years, the Treasurer shall pay over and deliver such assets as may be the property of the First Unitarian Universalist Church of Essex County to the Unitarian Universalist Association, a corporation of the Commonwealth of Massachusetts, or its successors or assigns.

ARTICLE XV - AMENDMENTS

Amendments to this Constitution and Bylaws may be considered only upon recommendation of the Board of Trustees or upon petition signed by no fewer than ten Voting Members of Church, and may be made with the consent of two-thirds of the Members present and voting at any Meeting of the Church, provided that copies of the proposed changes shall have been mailed or delivered to each Member at least ten days prior to the Meeting at which the changes are to be voted upon.

APPENDIX: ENDOWMENT FUND RESOLUTION

passed at Congregational Meeting of May 12,1991; amended at Congregational Meeting of May 8, 1998.

(1)A separate fund is hereby established, to be known as the Endowment Fund.

(2) The Endowment Fund shall be kept in a separate bank account or other investment account, the nature of which shall be for the Board of Trustees to decide.

(3) A payment to the Endowment Fund shall be a regular line item on the expense side of the annual church budget, the amount to be decided in the same manner as the rest of the budget.

(4) Interest earned on the Endowment Fund shall not be included on the income side of the budget, but instead shall be continually reinvested in the Endowment Fund.

(5) The monthly and annual financial reports shall include a report of the amount in the Endowment Fund.

(6) Special contributions designated for the Endowment Fund shall always be accepted, with the understanding that such contributions are not in fulfillment of pledges toward the operating budget.

(7) Any expenditure from the Endowment Fund, or any amendment to the present resolution, shall require a vote of at least 75 percent of the Members attending a Congregational Meeting duly called with advance notice of the proposed expenditure or amendment.

(8) The present resolution shall require a 75 percent vote for passage.

(9) The Board of Trustees shall have discretion to add to the Endowment Fund any undesignated donations or bequests received in excess of the budgeted donation income.

(10) The Congregation may at any duly called meeting decide by simple majority to transfer any amount to the Endowment Fund from other capital funds.