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First Universalist Church of Minneapolis3400 Dupont Avenue South
We join together at First Universalist Church in a welcoming spiritual community that affirms our liberal religious heritage. Our ministry is to bring the Universalist message of love and hope to one another, to our children and to the work of social justice. |
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Bylaws June 2006ARTICLE I
There shall be no limit to the number of Members. Section 2. Qualification and Admission of Members Any person fourteen years of age or older who has made a written application for membership, has signified sympathy with the purposes of the Church, and made an annual recordable pledge contribution to the church shall be eligible for membership provided that the applicant is approved by a majority of the Board of Trustees. Membership becomes effective upon that vote, after which the President of the Congregation shall issue a Membership Certificate. All Members under previous bylaws are Members hereunder without further acceptance by the Board. To continue membership and to be eligible to vote a Member shall make a contribution of record to the church treasury within the twelve (12) months prior to any meeting at which the voting privileges of the Church are exercised, or make such a contribution at the meeting. Exceptions to the contribution requirement, both for new and continuing members, may be recommended by any called Minister and approved by the Board of Trustees in case of financial difficulty. Members are encouraged to show continued interest in the Church by taking part in its activities. Section 3. Cumulative and Proxy Voting Each voting Member present at a meeting shall have one vote. There shall be no cumulative voting or proxy voting. Section 4. Termination of Membership A Member may resign at any time by submitting a written resignation to the church office. The Board of Trustees may terminate a membership by a majority vote, with or without notice, if a) Member's address becomes unknown, or b) a Member fails to make a contribution of record to the church treasury for the previous twelve (12) months. Section 5. Property Rights No Member shall have rights in or to any property of the Church at any time.
ARTICLE II
The Annual Meeting of the Members shall be held each year during the month of
May or the month of
June at such time and place within the Twin Cities Metropolitan Area as the
Board of Trustees shall
designate. The purposes of the meeting shall be:
Section 2. Special Meetings
A special meeting of the Members may be called for any purpose any time by Section 3. Notice
Written notice of each meeting of the Members, whether the Annual Meeting or a
Special Meeting, shall
be mailed to each Member not less than ten (10) nor more than thirty (30) days
before the meeting,
addressed according to the most recent membership records. The notice shall
include Section 4. Quorum Ten (10) percent of the voting Members shall constitute a quorum, except that for the purpose of selecting or dismissing a minister the quorum shall be twenty-five (25) percent. Section 5. Elections
Trustees, Officers, Foundation Chair and Directors, elected Members of the
Nominating Committee, and
General Assembly Delegates shall be elected by plurality vote of the members
present at the Annual
Meeting. The Nominating Committee shall nominate one or more persons to each
office to be filled and
shall report its nominations by Nominations may be made from the floor provided that the consent of the nominee has been obtained. The failure of the Board of Trustees or the Nominating Committee to comply with any provision of this section shall not invalidate any election. Section 6. Resolutions on Public Issues
This provision applies only to resolutions by Members which seek to express a
position of the Church as
an institution on one or more public issues. In order to be submitted to a vote
of the Members a resolution
must be Adoption of such a resolution requires the vote of two-thirds of the Members voting on the question.
ARTICLE III
The Board of Trustees shall consist of twelve (12) Trustees, each of whom shall be a Member of the Church. The Trustees shall be elected by Members at the Annual Meeting. The term of office of each of the Trustees shall be three years. The terms of the Trustees shall be staggered so that no more than four Trustees shall be elected for three year terms at the same Annual Meeting. No Trustee shall serve more than two consecutive, full terms. Trustees appointed or elected to fill out an unexpired term on the Board shall be eligible to serve two full terms in addition to the partial term served. Trustees shall take office on July 1 following their election, unless they are elected to fill a vacancy of the Board, in which case they shall take office upon election. Four (4) Trustees shall be officers, elected by the Members at the Annual Meeting as provided in Article IV. Section 2. Removal and Vacancies Trustees may be removed by a majority vote at an Annual or Special Meeting, at which time a replacement shall be elected to serve out the remaining term. Notice stating the proposed removal, which complies with Article II, Section 3, shall be given before the meeting. In the event of a vacancy on the Board, other than removal of a Trustee by a vote of the Members, the remaining Trustees, upon the recommendation of the Nominating Committee, may appoint a successor to fill the vacancy until the next Annual Meeting at which time a replacement shall be elected in accordance with Article II, Section 5, to serve out the remaining term. Section 3. Meetings The Board of Trustees shall meet regularly at such times and places as it may designate, and may hold special meetings on such notice as it may specify. All meetings of the Board of Trustees shall be open to the Members of the Church, except that, by majority vote of Trustees at a meeting at which a quorum is present, the Board may move into executive session to discuss confidential matters pertaining to personnel, membership or legal issues. In addition to the Trustees, a called Minister may be present in executive session unless the matter to be discussed concerns the appointment or performance of that Minister. The Board may also choose to have present in executive session any other person necessary for discussion of the matter under consideration. Section 4. Quorum Seven (7) Trustees shall constitute a quorum. A vote of the majority of Trustees voting on the question shall be considered an act of the Board, except where a greater vote is required by law. Section 5. General Authority
The Board of Trustees shall prepare and adopt a policy and procedures manual.
The Board shall have full
and unrestricted authority to manage and direct the activities of the Church
except for the following
matters, which are specifically reserved to the exclusive jurisdiction of the
membership:
The Board of Trustees, in consultation with any called Ministers, shall have the authority to hire contract ministers for periods no longer than two years, as well as to dismiss them. The selection and dismissal of staff other than called Ministers is the responsibility of the Board, in consultation with the called Ministers.
ARTICLE IV There shall be four Officers, a President of the Congregation, Vice-President/Moderator, Secretary, and Treasurer, to be elected by the Members at the Annual Meeting to one-year terms from among the Trustees. Officers shall take office on July 1 following their election unless they are elected to fill a vacancy, in which case they shall take office upon election. No Officer may hold more than one office at a time. The Board of Trustees shall establish such additional officers as it may find necessary. Section 2. President of the Congregation The President of the Congregation shall coordinate the Church’s planning with all boards, committees and organizations of the Church, and be an ex-officio voting Member of all boards, committees and organizations of the Church except the Nominating Committee and the Foundation. The President of the Congregation shall be in charge of special recruiting to fill leadership roles within the Church; report regularly to the congregation on matters of interest and concern; and together with the Vice- President/Moderator, coordinate church activities with the denomination. Section 3. Vice-President/Moderator The Vice-President/Moderator shall, in consultation with the Executive Committee, prepare agendas for all Board meetings and the annual meeting and shall be the moderator of these meetings. The Vice- President/Moderator shall plan and coordinate training for Board members; and, together with the President of the Congregation, shall coordinate church activities with the denomination. The Vice- President/Moderator shall perform the duties of the President of the Congregation in her/his absence, but shall not succeed to that office upon a vacancy unless elected to it by the Board of Trustees. Section 4. Secretary
The Secretary shall:
Section 5. Treasurer
The Treasurer shall: Section 6. Executive Committee The Executive Committee shall consist of the President of the Congregation, Vice-President/Moderator, Secretary and Treasurer. It shall confer prior to each meeting of the Board of Trustees to prepare an agenda of the issues which require decisions by the Board. It shall take such other actions as directed by the Board of Trustees. Section 7. Authorization for Board or Member Action The President of the Congregation or the Vice-President/Moderator and the Secretary or Treasurer are hereby authorized and directed to execute and acknowledge any instruments, certificates, and other documents on behalf of the Church and to perform any additional acts on behalf of the Church which they may deem necessary and proper to complete a course of action approved by a majority decision of the Board of Trustees or the Members of the Church at a lawful meeting.
ARTICLE V
The Board of Trustees shall establish and maintain an organizational structure to carry out the activities of the church. All persons elected or appointed pursuant to these Bylaws and all Committee Chairs shall be members of the Church. The majority of committee members, unless otherwise designated in these bylaws, shall be members of the church. Committees of the Church, other than the Nominating Committee, will be responsible either to the Board of Trustees or to the All Church Council. The Board of Trustees or the All Church Council, as appropriate, have the authority to appoint and remove committee chairs and members of all committees except the Nominating Committee. Committees may be created, dissolved or restructured by the Board of Trustees or All Church Council, as appropriate, except for Standing Committees defined in Article V, Section 3. Section 2. All Church Council The operational responsibility of the Church will be vested in Departmental Councils. Each Departmental Council will be headed by a Director who is a Member of the Church and is not a member of the Board of Trustees or a Director of the Foundation. Upon recommendation of the sitting All Church Council, the President of the Congregation, with the approval of the Board of Trustees, will appoint these Directors for three-year terms and, in accordance with those same procedures, may fill vacancies of Directors that occur during their terms of office. The terms of office of the Directors shall be staggered and, as near as possible the terms of one-third of the Directors will expire each year. These terms will be renewable for not for more than six (6) consecutive years as Director of a particular Council.
The Departmental Directors, a Chair and a Secretary constitute the All Church
Council. It shall meet
regularly at such time and place as it may designate, and may hold special
meetings on such notice as it
may specify. All meetings of the All Church Council shall be open to the members
of the Church.
The Chair of the All Church Council shall be appointed by the President of the
Congregation with the
approval of the Board of Trustees. The Chair must be a Member of the Church, but
shall not be a
member of the Board of Trustees, a Director of the Foundation, or a Director of
an operational Council.
The Chair shall be appointed for a term of one-year and may not serve for more
than three (3) consecutive
years as Chair. The Chair shall
The Secretary of the All Church Council shall be appointed by the President of
the Congregation with the
approval of the Board of Trustees. The Secretary must be a Member of the Church,
but shall not be a
member of the Board of Trustees, a Director of the Foundation, or a Director of
an operational Council.
The Secretary shall be appointed for a term of three (3) years and may not serve
for more than six (6)
consecutive years as Secretary. The Secretary shall
Section 3. Standing Committees
The Committee or Committees on Ministry shall attend to the shared ministry of this Church community, and pay special attention to the role of the called and contract Ministers in facilitating and modeling this shared ministry, and such related duties as may be prescribed by the Trustees. The structure, size and nomination of members of the Committee or Committees on Ministry shall be determined according to a process jointly agreed upon between the called Ministers and the Board of Trustees. Members shall be appointed by the Board of Trustees to serve three-year terms, commencing on July 1, except that the initial selection of members for any Committee shall be for one, two or three year terms, respectively. No person shall serve on a committee on Ministry more than two consecutive terms of any duration. It is intended that each Member of a Committee on Ministry be acceptable to the Ministers and the Board. b) Nominating Committee The Nominating Committee shall continuously seek persons whom it determines are willing and able to serve the Church. The Nominating Committee shall nominate one or more Members to each office to be filled at each Annual Meeting and report such nominations by posting the names of nominees in a conspicuous place in the church building not more than thirty (30) days but at least ten (10) days prior to the Annual Meeting, listing nominees in the official meeting notice, and by reading the names at the meeting. The failure of the Board or the Nominating Committee to comply with any provision of this section shall not invalidate any election. The Nominating Committee shall be composed of the following: 1) one Trustee and one Council Director appointed by the President of the Congregation with approval of the Board of Trustees, in July of each year, and 2) five at-large members elected by the Members at the Annual Meeting. The five (5) at-large members shall be Members of the Church who are not Trustees, Foundation Directors or Departmental Directors. The chair of the Nominating Committee will be appointed by the President of the Congregation, with the approval of the Board of Trustees. The term of office of the at-large members of the Nominating Committee shall be three years, and their terms shall be staggered so that the term of office of at least one but not more than two at-large members will expire each year. No person shall serve on the Nominating Committee for more than six (6) consecutive years. Vacancies in those positions on the Nominating Committee which are appointed by the President of the Congregation shall be filled by the President of the Congregation with the approval of the Board of Trustees. In the event of any vacancies in the at-large positions on the Nominating Committee, the Board of Trustees, upon the recommendation of the Nominating Committee, shall appoint replacements for such persons, and such replacements shall serve until the next Annual meeting, at which time a replacement shall be elected in accordance with Article II, Section 5, to serve out the remaining term.
c) Committees of the Board
The Personnel Committee shall:
The Personnel Committee shall consist of at least one but no more than two current members of the Board of Trustees and at least two but no more than four Members of the Church who are not members of the Board of Trustees, Foundation Board, or All Church Council. A called Minister and the Church Director of Member Services shall serve as ex officio nonvoting members. Trustee members shall be appointed annually by the President of the Congregation with the approval of the Board of Trustees. Non-Trustee members shall be appointed by the President of the Congregation with the approval of the Board of Trustees for terms of three years. No person shall serve more than (6) consecutive years. ii. Finance Committee The Finance Committee shall provide the Board of Trustees with advice and direction as to financial, budgetary, risk management and portfolio investment matters and shall recommend relevant Board policies. The members of the Finance Committee shall be appointed by the President annually for one-year terms and approved by the Board of Trustees. The Treasurer shall be an ex officio voting member. The Committee will be chaired by the Treasurer or his/her designee. Staff responsible for budget administration shall be an ex officio non-voting member. There shall be no limit with respect to term of service. iii. Stewardship Committee The Stewardship Committee shall advise the Board of Trustees regarding Church fundraising activities for both operating and capital expenses, and seeing that they are planned and implemented. This includes managing a planned giving program and donor recognition. The Chair of the Stewardship Committee shall be appointed by the President of the Church for a two-year term with the approval of the Board of Trustees. Members are to be appointed by the Chair. The Senior Minister shall be an ex officio non-voting member. There shall be no limit with respect to term of service. iv. Space Planning, Improvement, Facilities, and Furnishings (SPIFF) Committee The SPIFF Committee shall serve as a resource to the Board of Trustees and the Director of Member Services primarily to ensure that interior and exterior spaces of the Church are attractive, welcoming, and adaptable in meeting the needs of the various groups that use the building, and to evaluate and coordinate building changes that are requested by church groups or staff. The Chair of SPIFF shall be appointed for a two-year term by the President of the Congregation with the approval of the Board of Trustees. Members are to be appointed by the Chair. Staff responsible for building administration shall serve as an ex officio non-voting member. There shall be no limit as to length of term of service. v. Communications Committee The Communications Committee shall coordinate all internal and external print and electronic communications that publicize and promote institutional announcements, services, programs, and events of the church. The committee shall work with church leaders and committees to ensure accurate and timely communications and shall recommend and apply relevant Board policies for the various types of communication vehicles. The Chair and members of the Communications Committee shall be appointed by the President annually and approved by the Board of Trustees. Staff responsible for communications shall be an ex officio nonvoting member. There shall be no limit with respect to term of service. Section 4. Committee Appointments Unless otherwise stated in these Bylaws, the Board shall appoint and approve members of Committees that are responsible to the Board and shall specifically approve the chair. The All Church Council shall approve annually the chairs of Committees responsible to the Council.
Section 5. The First Universalist Foundation
The First Universalist Foundation of the First Universalist Church of Minneapolis shall be responsible to the Trustees of the Church for allocating funds from the First Universalist Foundation for social justice. In carrying out this responsibility the Foundation may initiate, receive, solicit and evaluate proposals from groups within or outside of the Church to promote social justice. The Foundation shall keep accurate records of all Foundation proceedings and of all business transacted. 2) Directors The First Universalist Foundation shall consist of nine (9) Directors, each of whom shall be a Member of the Church. The Directors shall be elected by the Members at the Annual Meeting. The term of office of each of the Directors shall be three years. The terms shall be staggered so that no more than three Directors shall be elected for three-year terms at the same Annual meeting. No Director may be a member of the Board of Trustees or of the All Church Council. No Director shall serve more than two (2) consecutive, full terms. Directors elected to fill out an unexpired term on the Foundation shall be eligible to serve two full terms in addition to the partial term served. 3) Vacancies Directors unable to carry out their responsibilities as determined by the Foundation shall be replaced by appointment by the Trustees from among nominees presented by the Nominating Committee to the Trustees. Persons so appointed shall serve until the next Annual Meeting, at which time they or a replacement shall be elected in accordance with Article II, Section 5, to serve out the remaining term. 4) Officers The Foundation shall have a Chair, who shall preside at all meetings of the Foundation. The Foundation Chair shall be nominated by the Nominating Committee and elected by the Members at the Annual Meeting from among the Directors of the Foundation. The term of office of the Chair of the Foundation shall be one year. 5) Duration The Foundation’s structure or purpose may not be dissolved or modified except upon the affirmative vote of the majority of Members of the church voting at a regular meeting or special meeting of Members called for that purpose. 6) Funds and Disbursements
a) No part of the Foundation’s funds shall be used as a substitute for or
replacement of regular operating
expenses of the First Universalist Church.
Section 6. The First Universalist Church Legacy Fund
The Church shall maintain a fund to be known as the First Universalist Church Legacy Fund (the Legacy Fund). The purpose of the Legacy Fund is to support and enhance the mission of the Church. The Legacy Fund will be made up of gifts to the Legacy Fund from members and friends of the Church and other money placed into the Legacy Fund from time to time by the Board of Trustees. b) Distributions: The Board of Trustees shall direct the distribution of money from the Legacy Fund. Except where authorized otherwise in the terms of a gift or by the Membership in accordance with subsection c, the Board of Trustees shall make distributions from the Legacy Fund annually in amounts not to exceed seven percent of the fair market value of the Legacy Fund as determined by the Board of Trustees. c) Membership Authorization of Additional Distributions: At an Annual or Special Meeting of the Members, the Membership may adopt a resolution to authorize the Board of Trustees to distribute more than seven percent of the value of the Legacy Fund in any year or otherwise to use the Legacy Fund in accordance with the terms of the resolution. Adoption of such a resolution requires the vote of two-thirds of the Members voting on the resolution. Notice of such meeting shall be given in accordance with Article II, Section 3, and shall include a copy of the proposed resolution. d) Custodians: The Board of Trustees shall be the custodians of the Legacy Fund, and shall maintain a plan of operation setting forth the administration of the Legacy Fund in accordance with Board policies.
ARTICLE VI
This Church shall have one or more called Ministers who are called by the
Congregation, as described in
this section. Ministers shall be called upon
Approval by the Membership shall be by 4/5 (four-fifths) majority of the qualified Members of the church present at any meeting duly called for such a purpose. The quorum for this meeting is 25% of the voting Members. Section 2. Dismissal of Minister A called Minister may be dismissed by a majority vote of the voting Members of the church present at any meeting duly called. The quorum shall be the same as for selection of a called Minister. A contract Minister may be dismissed by a majority vote of the members of the Board of Trustees. Section 3. Ministerial Agreements. The Board of Trustees will recommend to the Membership the compensation for the Minister(s) and the Membership shall fix the amount of compensation. The distribution of the compensation shall be set by the Board of Trustees in a manner agreeable to the Minister(s) and in keeping with the tax laws. Other terms of the ministerial agreement shall be set by the Board of Trustees after consultation with the Minister(s). The membership shall not approve as a called Minister anyone who is not in the fellowship of the Unitarian Universalist Association. Section 4. Roles Ministers shall be responsible for the conduct of all religious services, ceremonies and observances and shall minister to the spiritual needs of the Members and community. Periodically, the Ministers and the Board of Trustees shall jointly agree upon a written statement of ministerial roles and a procedure for evaluation of the church's ministry that shall be conducted annually. In accordance with the liberal religious tradition, all Ministers shall have the freedom both in the pulpit and outside to express their opinions. No opinion or position expressed by the Ministers shall serve as a basis for dismissal or any other sanction.
ARTICLE VII The fiscal year shall commence on the first day of July and end on the thirtieth day of June of the following year.
ARTICLE VIII In the event of dissolution of this Church, and subject to (1) payment of costs and expenses of the dissolution proceeding including attorney fees and disbursements; and (2) payment of debt, obligations, and liabilities of the church, all of the church property and assets, and any accumulated earnings, shall be distributed to the Unitarian Universalist Association, 25 Beacon Street, Boston, Massachusetts, to be held in trust for the benefit of any Unitarian Universalist Church which may subsequently be formed in Hennepin County, Minnesota, within twenty years after such distribution. If no such church be formed within said county, within such a period of twenty years, then said assets and earnings shall be held in trust for the benefit of any other Unitarian Universalist Church or Churches then in existence in the State of Minnesota, but if there then be no other Unitarian Universalist Association or churches in Minnesota, then for the furtherance of Unitarian Universalism in such places and manner as the Trustees of the Unitarian Universalist Association said trustees may determine.
ARTICLE IX These Bylaws may be amended by a vote of two-thirds (2/3) of those voting at a special or Annual Meeting of the Members of the Church. Notice of the meeting, including a copy of the proposed amendment, must be given to each member in accordance with the requirements of notice for a special or Annual meeting as stated in Article I, Section 3. Amendments may be proposed either a) by recommendation of the Board of Trustees, or b) by ten (10) percent of the Members in a signed petition to the Secretary of the Church. Unless otherwise specified in the amendment, the amendment becomes effective on adoption.
ARTICLE X Robert's Rules of Order, Newly Revised shall be the parliamentary rules of procedure governing all meetings of this church.
ARTICLE XI This Church is a member of the Unitarian Universalist Association and the Prairie Star District. (All revisions made as of the 6/4/06 Annual Meeting.) This page last updated on 03/10/07 |