BYLAWS
of
Unitarian Universalist Fellowship of Southern Maryland
Amended 14 October 2007
ARTICLE I. NAME
The name of this Fellowship shall be the Unitarian Universalist Fellowship of Southern Maryland.
ARTICLE II. PURPOSE
The purpose of the Fellowship is to foster individual freedom of belief relying on responsibility as our guide, reason as our method, and human freedom as our course. We seek to grow in understanding of ourselves and our world and to serve and promote the universal human progress toward freedom, tolerance and peace.
ARTICLE III. MEMBERSHIP
Any person, regardless of race, sex, color, national origin, or sexual orientation who is at least eighteen (18) years in age may become a member of this Fellowship by signing the membership book and agreeing to the bylaws. Membership is maintained by making an annual contribution of record. Individuals between the ages of thirteen (13) and eighteen (18) may sign the membership book as Youth Members. Youth Members participate fully in the life of the Fellowship, including serving on committees, but may not vote or serve on the Board of Trustees. Individuals who have been members but have left the Fellowship because of moving or other similar reasons may, upon request, become Associate Members. Associate Membership is maintained by an annual contribution of $15.00. Youth Members and Associate Members are not counted in the annual membership total sent to the UUA.
ARTICLE IV. DENOMINATIONAL AFFILIATION
This Fellowship shall be a member of the Unitarian Universalist Association and of the Joseph Priestley District. It is the intention of this Fellowship to make financial contributions equal to its fair share as determined by the Association and the District.
ARTICLE V. MEETINGS
Section 1: Calling Meetings
The dates of regular meetings of the congregation shall be determined by the congregation itself, or by any person or persons designated by it. The annual Fellowship business meeting shall be held each year no later than June at such time and place as shall be fixed by the Board of Trustees. Special business meetings may be called at the written request of any five (5) voting members. The business to be transacted at all business meetings shall be set forth in the notice of the meeting, which shall be sent to all members by mail at least ten (10) days prior to the meetings. Thirty (30) percent of the voting membership shall constitute a quorum. Board and business meetings will be conducted according to Robert's Rules of Order.
Section 2: Public Congregational Statement
The Fellowship may decide to make a public congregational statement or action on an issue of social concern. Such a decision must be made in a meeting called as set forth in Section 1 above. The notice of the meeting must fully describe the issue to be discussed. In order for the Fellowship to take a congregational stand on an issue, the members present at the meeting must vote to do so by a three-quarters (3/4) majority.
ARTICLE VI. NOMINATING COMMITTEE
A Nominating Committee of three voting members who shall not be members of the Board of Trustees shall be chosen at the annual Fellowship business meeting. The Nominating Committee shall be responsible for the slate of the Board of Trustees (including Secretary and Treasurer) presented for a vote at the following annual Fellowship business meeting. They shall also be responsible for the slate for the next year's Nominating Committee. They shall determine each candidate's willingness to serve prior to entering the candidate's name into nomination.
ARTICLE VII. BOARD OF TRUSTEES, SECRETARY, AND TREASURER
Section 1: Composition of Board of Trustees
The Board of Trustees shall consist of four officers (Chair, Vice Chair, Secretary, and Treasurer) and three (3) members at large. All trustees shall be voting members, in good standing, of the Fellowship. The term of every trustee is two years; trustees may not be elected to serve more than two consecutive terms. Trustees shall have general charge of the property of the Fellowship, shall conduct its business affairs, and shall control its administration, including the making of policies and procedures and the appointment of such committees and task forces as it may deem necessary.
Section 2: Election of Board of Trustees and its Officers
At the annual meeting, the congregation will elect members of the Board of Trustees. Terms of Trustees are staggered so that three members are elected in odd years and four members are elected in even years. The secretary shall be elected in even years, and the treasurer shall be elected in odd years.
Newly elected board members and those continuing in office will meet immediately following the election and will elect a chairperson and vice chairperson. These two offices will be elected annually with no limits on tenure of office except Article VII, Section 1. The newly elected officers and at-large members of the Board will begin their terms on July 1 or within thirty (30) days after a special election.
Section 3: Vacancies and Special Elections
Within sixty (60) days of a vacancy on the Board of Trustees or on the Nominating Committee, the Board of Trustees shall appoint someone to that seat for the remainder of the term. The appointee must be confirmed by vote of the Fellowship within thirty (30) days of appointment. If no one is appointed or the appointee has not been confirmed, then those seats shall be declared open.
Section 4: Removal from Office
Trustees may be removed from office by a two-thirds (2/3) vote by ballot at an annual or other congregational meeting upon notice given as provided for in Article V of these Bylaws. A Board member may be removed from office by the Board if she/he misses three consecutive Board meetings.
ARTICLE VIII. CONFLICT RESOLUTION
It is our sincere hope and intention that all conflicts within the Fellowship can be resolved by the parties themselves or through facilitated mediation. However, we recognize that on rare occasions a more official approach is warranted. This article sets forth a procedure, as per Robert's Rules of Order, that is intended to safeguard the rights of every member, ensure a fair and open process, and provide for the wellbeing of the Fellowship.
Section 1: Mediation
If conflict arises, those involved shall keep in mind the UU Principles that affirm the inherent worth and dignity of every person and that promote justice, equity and compassion in human relations. They shall promptly make a good-faith effort to resolve the conflict through direct communication with each other. If the conflict continues or escalates, they shall enter into mediation, with all involved agreeing on the choice of mediator. During this process, they shall remain mindful of the welfare of the community as a whole.
If the conflict worsens or begins to involve more people, all involved should consider taking a leave of absence from the Fellowship. The Board of Trustees may, in extreme cases, vote to require such leave from any or all involved until the conflict subsides, or not to exceed sixty (60) days. The member(s) in conflict may request a Congregational Meeting to address the action of the Board. Refusal to attempt conflict resolution or to enter into mediation is a refusal to be part of this community, and those refusing shall take a leave of absence from the Fellowship until they are ready to try to resolve the conflict.
Section 2: Misbehavior
Disruptive behavior by any person at a Fellowship event may be dealt with immediately by those members and friends who are present. Discussion and disagreement, even if spirited, shall not be considered disruptive behavior; behavior that deliberately precludes other people talking (such as repetitive chanting or singing) may be. The offenders may be asked to desist or to leave, and failing that the offenders may be escorted from the area. Concerns for safety warrant a call to the police for assistance.
Section 3: Misconduct
Allegations of misconduct by a member of the Fellowship shall be brought to the attention of the Board. Those allegations shall be looked into by the Committee on Ministry or by a special committee appointed by the Board. The committee shall make a written report to the Board that summarizes the situation and contains recommendations for action. The Board shall handle minor issues.
If the member disagrees with the decision of the Board and wishes to bring the matter before the Fellowship, or if the committee judges the allegations of misconduct to be both serious and valid, then the Board of Trustees will call for a special congregational meeting (in accordance with Article V) within thirty (30) days to hold a hearing on the matter. A separate hearing shall be held for each person. The Board has the option to suspend the person until the matter is resolved by the Fellowship.
The member will receive written notice of the time and place of the hearing, a written copy of all allegations, and a written copy of the committee's report and recommendations for action. The member may bring as counsel anyone who is a member in good standing of the Fellowship. At the hearing, the report of the committee will be read and any other pertinent information will be presented. The member then has the right to make an explanation, share information, and ask others to speak on the member's behalf. There will be an open exchange among all at the meeting, and all members are allowed to ask questions.
When everyone has been heard, the member will retire from the room and the Fellowship will deliberate. The Fellowship may follow the recommendation of the committee or may propose different solutions. The Fellowship may vote to exonerate, to discipline, to suspend, or to expel. No member shall be expelled by less than a two-thirds vote, a quorum voting. Suspension and expulsion are options of last resort, and the Fellowship will make all efforts to help members resolve matters in a calm and compassionate way.
The act of expulsion or suspension may be reversed by the following procedure. The member shall send a written request for reinstatement to the Board of Trustees. It shall explain how the misconduct has been corrected and be endorsed by five members in good standing. The Board will then call a congregational meeting within thirty (30) days, and the Fellowship will consider the request. The member may be present to answer questions by the Fellowship. When everyone has been heard, the member will retire from the room and the Fellowship will deliberate. No member shall be reinstated by less than a two-thirds vote, a quorum voting.
ARTICLE IX. AMENDMENTS TO BYLAWS
These Bylaws, so far as allowed by law, may be amended or replaced at a business meeting of the Fellowship by a two-thirds (2/3) vote of those present and voting, provided a quorum exists. Meetings to change the Bylaws shall be in accordance with Article V of these Bylaws. Changes to the Bylaws shall be specifically spelled out in the notice of the meeting and shall be consistent with the Articles of Incorporation.
ARTICLE X. FISCAL YEAR
The fiscal year shall end June 30.
ARTICLE XI. DISSOLUTION
Should this Fellowship cease to function and the membership vote to disband, any remaining assets will be transferred to the Unitarian Universalist Association for its general purposes, this transfer to be made in full compliance with whatever laws are applicable.
ARTICLE XII. ENDOWMENT FUND
An Endowment Fund, whose purpose, governance, and operational procedures shall be defined by special resolution adopted by the congregation, shall be established.
A. RESOLUTION TO IMPLEMENT THE ENDOWMENT FUND
WHEREAS, stewardship involves the faithful management of all the gifts we have given-time, talents, the created world and money, including accumulated, inherited and appreciated resources; and
WHEREAS, we can support the religious mission and work of this congregation through the transfers of property (cash, stocks, bonds, real estate), charitable bequests in Wills, charitable remainder and other trusts, pooled income funds, charitable gift annuities, and assignment of life insurance and retirement plans; and
WHEREAS, it is the desire of the congregation to encourage, receive, and administer these gifts in a manner consistent with the loyalty and devotion expressed by the grantors and in accord with the policies of this congregation;
THEREFORE BE IT RESOLVED, that this congregation, in our annual meeting on June 9 2002, approve and establish on the records of the congregation a new and separate fund to be known as THE UNITARIAN UNIVERSALIST FELLOWSHIP OF SOUTHERN MARYLAND ENDOWMENT FUND, (hereafter called the FUND);
BE IT FURTHER RESOLVED, that the purpose of this FUND is to enhance the mission of the Unitarian Universalist Fellowship of Southern Maryland apart from the general operation of the congregation; that no portion of distributions from the FUND shall be used for the annual operating budget of the congregation; and that all property (cash, stocks, bonds, real estate) bequeathed to the congregation be placed in this FUND, unless otherwise required by the terms of such gifts; and that, except where specifically authorized by the terms of a gift, distributions from the FUND will be made annually, in amounts not to exceed 5% of the average fair market value of the FUND over the previous 12 quarters;
BE IT FURTHER RESOLVED, that the Endowment Fund Committee (hereinafter called the COMMITTEE) shall be the custodian of the FUND; and that the COMMITTEE shall develop during the first year of operation a set of "gifting guidelines," which shall regulate the terms and conditions such that UUFSM shall accept gifts into the FUND; these guidelines shall be presented to the congregation no later then one year past the date of the passage of this resolution;
BE IT FURTHER RESOLVED, that the follow Plan of Operations sets forth the administration and management of the FUND.
B. PLAN OF OPERATION
1. The Endowment Committee
The Endowment Committee shall consist of three members, all of whom shall be voting members of UUFSM. This Committee shall be composed of the Board Vice-Chair, the Board Treasurer, and one additional person appointed by the Chair of the congregation. This person shall serve three years, while the other two members will serve terms concurrent with their terms on the Board of Trustees.
The COMMITTEE shall meet at least annually, or more frequently as deemed by it is in the best interest of the FUND. The three members of the committee shall elect a Chair, a Recording Secretary, and a Financial Secretary. The Chair shall call and preside at all meetings, and the Recording Secretary shall keep minutes for all meetings held by the Committee. Copies of these minutes shall be included in the annual report to the congregation. The Financial Secretary shall prepare all checks for distributions from the FUND, but signatures from both the Chair and the Financial Secretary shall be required for any disbursement of monies.
The Chairperson of the Board shall annually review the financial records of the FUND, and an annual written report by the COMMITTEE shall be provided to the congregation.
Members of the COMMITTEE shall not be liable for any losses, which may be incurred upon the investments of the assets of the FUND except to the extent that such losses shall have been caused by bad faith or gross negligence. Each member shall be liable only for his/her own willful misconduct or omissions and shall not be liable for acts or omissions of any other member. No member shall engage in self dealing or transactions of the FUND in which the member has direct or indirect financial interest and shall at all times refrain from any conduct in which her or his personal interests would conflict with the interest of the FUND;
2. Investment Policies
All assets are to be held in the name of THE UNITARIAN UNIVERSALIST FELLOWSHIP OF SOUTHERN MARYLAND ENDOWMENT FUND;
Recommendations to hold, sell, exchange, rent, lease, transfer, convert, invest, reinvest, and in all other respects to manage and control the assets of the FUND, including stocks, bonds, debentures, mortgages, notes, or other securities, as in their judgment and discretion they deem wise and prudent, are to be made by the COMMITTEE for approval by the Church Board, with subsequent execution by the delegated member of the COMMITTEE;
The COMMITTEE shall develop an INVESTMENT POLICY STATEMENT during its first year of operation, which shall govern and guide the financial recommendations and decisions of the COMMITTEE; this statement shall be subject to approval by the Fellowship Board, and shall be presented to the congregation no later then 12 months from the date of enactment of this resolution;
3. Distributions
The COMMITTEE shall abide by and keep a record of the terms and restrictions of all gifts to the FUND and shall determine what is principal and income according to accepted accounting procedures.
Lifetime and testamentary unrestricted gifts to the FUND shall accumulate until a fair market value of $150,000 is achieved, after which annual distributions may commence. However, shall the fair market value of the FUND subsequently decline to less then $100,000, distributions shall be made only with a 2/3 vote of the congregation.
Within 6 months of the date upon which the FUND accumulates to a market value of $150,000, the COMMITTEE shall present first to the Church Board for their approval a DISTRIBUTION POLICY which shall govern any or all distributions from the FUND, and then shall present to the congregation, subject to a majority approval, a final DISTRIBUTION POLICY, which shall serve as the method by which all such distributions from the FUND shall be authorized.
4. Amending the Resolution
BE IT FURTHER RESOLVED, that any amendment to this resolution, which will change, alter or amend the purpose for which the FUND is established, shall be adopted by a two-thirds vote of the members present at an annual meeting called specifically for the purpose of amending this resolution.
5. Disposition or Transfer of FUND
BE IT FUTHER RESOLVED, that in the event UUFSM ceases to exist either through merger or dissolution, disposition of transfer of the FUND shall be at the discretion of the Church Board in conformity with the approved congregational constitution and in consultation with the Unitarian Universalist Association. Consultation with the Association may also be desirable for continuation of UUFSM Endowment Fund obligations to grantors of gifts.
ADOPTION OF RESOLUTION
This resolution, recommended by the Church Board and accepted by the congregation at a legally called congregational meeting, is hereby adopted.
By Joyce Judd, Chairperson
And Vicki Reed, Secretary,
June 9, 2002