BYLAWS

of

All Souls Church Unitarian Universalist

(as amended May 17, 2011)

ARTICLE I

General Provisions

Section 1. All Souls Church Unitarian Universalist is a democratic, religious institution that subscribes to no creed and affirms and promotes the Seven Principles of the Unitarian Universalist Association.  Our mission is to create and sustain an open and caring community where we may find inspiration for our spiritual growth, opportunities for lifelong religious education and encouragement for putting our beliefs and values into action and service.

Section 2. The fiscal year of the Corporation shall be from July 1 to June 30.

Section 3: Non-discrimination:  Full participation in church activities and endeavors, including membership, programming, hiring practices and the calling of religious professionals, shall be extended to all individuals without regard to race, color, gender, gender expression, disability, affectional or sexual orientation or national origin.

ARTICLE II

Members

Section 1. Membership Defined. The voting members of this Church shall be those persons who have reached the age of eighteen, signed the Membership Roll at least 30 days prior to an officially called Congregational Meeting and have made an identifiable in-kind or monetary contribution to the operating budget during the. Current or previous fiscal year. Friends of the Church shall be those who attend, participate in or demonstrate interest in this Church but do not otherwise meet the qualifications of voting or associate members. 

Section 2. Contributions and Annual Budget Meeting. Regular contributions for the support and maintenance of this Church shall be by the Pledge Card and “Every Member Canvass” system, or such other system as the Trustees may adopt. A special meeting of the Membership shall be called by the Board of Trustees on such date as it shall deem convenient for the purpose of adopting the Annual Budget for the succeeding year.

Section 3. Annual Meeting. The Annual Meeting of the Membership shall be held in May at a time and date to be determined by the Board unless otherwise determined by them. Notice of the time and place of such meeting shall be given to the members as follows:

• • By posting a copy of the same upon the door of the Church not less than ten days before the date of such meeting; and
  • By mailing notice of the meeting to the members at their last known address not less than ten days before the date of such meeting.

Section 4. Special Meetings. Special meetings of the Membership may be called at any time upon the call of the President or a majority of the Board of Trustees or any ten members. Notice of special meetings shall state the purpose for which such meetings are called and shall be given in the same manner provided for Annual Meetings.

Section 5. Quorum. Thirty percent of voting members shall constitute a quorum at any meeting (with at least twenty percent of the voting members appearing in person and no more than ten percent appearing by proxy) except those meetings called for the purpose of calling a minister or selling the church building or property in which case fifty percent of voting members shall constitute a quorum (with at least forty percent of the voting members appearing in person and no more than ten percent appearing by proxy) .

Section 6. Voting List. The Church office shall maintain a list of voting members for voting purposes. This list shall be kept up-to-date and the number reported annually to the Unitarian Universalist Association and the New Hampshire/Vermont District based on the voting membership as of December 31st.

Section 7. Posting Voting List. A copy of the voting list then current shall be posted in the Church not less than ten days before the date of any annual or special meeting of members.

Section 8. Removal From Membership Roll. A member’s name shall be stricken from the Membership Roll only in cases of:

• Death;
• Statement of resignation by the Member either in writing or orally;
• By vote of the Board of Trustees after written communication to an inactive member at his/her last known address and his/her failure to respond to such inquiry within thirty days after the date of mailing.

Section 9:      Proxies:  By written appointment form submitted to the Clerk prior to the commencement of a Meeting, a Member may designate any other person (including a current Member) to act on their behalf, but no person may hold more than one proxy.

ARTICLE III

Trustees

Section 1. The Board of Trustees of this Church shall be composed of these four officers of the Corporation, the President, Vice President, Treasurer and Clerk, plus  three members-at-large.   In alternating years, either one or two members-at-large shall be elected at each annual meeting to serve for a period of two years. Trustees shall be members of the congregation in good standing. The term of office for Trustees shall coincide with the church fiscal year. A Trustee, elected or appointed as provided in this Article, may serve no more than six successive years but will again become eligible to stand for election after one year’s interval.

Section 2. All contested elections for Trustees shall be by ballot.

Section 3. Beginning with elected terms starting July 1, 2006, vacancies on the Board of Trustees by reason of death, resignation or otherwise, before the end of the Trustee’s elected term, shall be filled by the remaining Trustees, choosing from among the Membership a Trustee to serve until the end of the fiscal year.  A candidate to serve the balance of any unexpired term will be presented by the Nominating Committee for election at the next Annual Meeting.  In the case of a vacancy in the office of President, Vice President, Treasurer or Clerk, the Board shall appoint a successor from among themselves to serve until the end of the fiscal year.   A candidate to serve the balance of any unexpired term will be presented and elected as above.  Any resulting vacancy on the Board shall be filled in the manner stated previously in this section.

Section 4. In the case of death, resignation or disqualification of the entire Board of Trustees, a new Board may be elected at a special meeting of the Membership called for that purpose.

Section 5. Resignations from the Board of Trustees shall be in writing addressed to the Board.

Section 6. No Trustee may be removed from office without reasonable notice being given to that Trustee specifying the reason or reasons why his/her removal is sought, and the Trustee shall be afforded an opportunity to respond in person or in writing at a meeting of the Board of Trustees. An affirmative vote of a majority of the Board of Trustees shall be necessary for removal of a Trustee. Upon removal of a Trustee, the vacancy shall be filled by the Board.

Section 7. The Board of Trustees shall have general management and direction of the affairs of the Church between Annual Meetings. The Board may authorize in writing any officer, officers and selected committee chairpersons to enter into any contract or execute any legal document in the name of and on behalf of the Church. The Board may appoint such committees as it deems advisable to carry out the programs of the Church and delegate such authority thereto as seems appropriate. The Board may, where necessary, alter the budget as adopted by the voting members, subject to approval and amendment at the Annual Meeting.

Section 8. The Trustees shall hold meetings as often as may be necessary to properly direct the business of the Church. Such meetings shall be held on the call of the President or Vice President or of a majority of the Board of Trustees and at such time and place as may be agreed upon.

Section 9. The Trustees may adopt rules and regulations for the calling and conducting of meetings of the Board, including notice thereof, and the management of the affairs of the Church not inconsistent with law or these Bylaws.

Section 10. At any meeting of the Trustees, a quorum for the transaction of business shall consist of a majority of the Board.

Section 11. Collector.  A Collector shall be appointed annually by the Board of Trustees to receive all funds given the Church from pledges and offerings. He or she shall keep records and make reports to the Treasurer and to the Board of Trustees. If the Collector is unable to perform his or her duties, the Board may appoint an interim replacement to complete the year. The Collector is not an officer of the Church.

ARTICLE IV

Officers and Their Duties

Section 1. The officers of the Corporation shall be President, Vice President, Treasurer, Clerk and two Auditors.

Section 2. Election of Officers.  The President, Vice President, Treasurer, Clerk and two Auditors shall be elected by the voting members at their Annual Meeting.  The President and Vice President will be elected on even years; the Treasurer and Clerk will be elected on odd years; the Auditors will be elected every year.  The President, Vice President, Treasurer and Clerk will be elected for a term of two years.  The Auditors will be elected for a term of one year.

Section 3. President. In addition to such other regular duties as may be required of the office of President, the President shall preside at meetings of the Board of Trustees and shall vote only in the case of a tie.

Section 4. Vice President. In addition to such other regular duties as may be required of the office of Vice President, the Vice President shall preside at meetings of the Board of Trustees when the President is unable to do so.

Section 5. Treasurer. The Treasurer shall have charge and custody of the funds of the Church and shall exercise due diligence in the safekeeping and, with Board approval, investment thereof. He or she shall keep books and accounts and make reports to the Board of Trustees regularly and at any time the Board shall make request. The Treasurer shall have authority to sign checks on the Church account.

Section 6. Clerk. The Clerk shall record all votes and proceedings of the Membership and of the Trustees.

Section 7. Auditors. The Auditors may, with the consent of the Board of Trustees, arrange to have a professional audit of the books of account maintained by the Treasurer and the Collector.  If an Auditor is unable to perform his or her duties, the Board shall appoint from the Membership a replacement to serve until the end of the fiscal year. 

Section 8. Nominating Committee.  There shall be a Nominating Committee consisting of three members. At each Annual Meeting, one committee member shall be elected to serve for three years. The committee member currently in his or her third year shall be the chairperson of the Nominating Committee. If a member of the nominating committee resigns before the completion of his or her term, the Trustees shall appoint an interim member to serve until the next Annual Meeting, at which time a new committee member shall be chosen to complete the term of the resigned member or to serve a new three year term as the case may be.

Section 9. Conflicts of Interest.  Family members of church staff shall not serve in positions that would have a direct effect on the workings of the staff members. Such positions would include but not be limited to the Board of Trustees, the Nominating Committee and the Personnel Committee.

ARTICLE V

Property

Section 1. All property of the Church, both real and personal and of whatever name and nature acquired by the Church, either by gift, devise, purchase or operation of law, shall be held by the Membership in solemn trust for the benefit of the Church and shall be administered by them in accordance with these Bylaws.

Section 2. Endowment, principal and/or property assets may not be spent, pledged, loaned, or depleted in any way except by a two-thirds vote of the Membership called for that purpose and a quorum of fifty percent of the voting membership being present or appearing by proxy (with at least forty percent of the voting members appearing in person and no more than ten percent appearing by proxy).

ARTICLE VI

Minister

Section 1. A minister shall be chosen by a three-fourths vote of the Membership present and voting at a special meeting duly called for that purpose. Eligibility for Minister of the Church shall not be restricted on the basis of age, national origin, race, color, gender, sexual or affectional orientation, or physical challenge.

Section 2. The minister shall have full freedom of the pulpit.

Section 3. A minister may resign only upon ninety days notice to the Board of Trustees. 

Section 4. A minister may be dismissed only upon a 2/3 vote of the voting members of the Church. A special meeting may be called for that purpose or the matter may be raised at an Annual Meeting in the call for which notice is given of the dismissal vote. A dismissal shall not be effective until ninety days following the vote for dismissal, during which time the minister’s pay and benefits shall continue. The Board of Trustees in consultation with the minister may agree to waive or limit the ninety-day period. A minister may not be dismissed unless notice in writing setting forth the reasons dismissal is sought is provided to the minister within a reasonable time prior to the contemplated vote, but no closer than thirty days, and the minister shall be afforded an opportunity to respond in writing or in person at any meeting of the Board of Trustees or meeting of the Membership.

ARTICLE VII

Services

The hours for holding of regular and special services, Sunday School classes, and all other routine church work shall be under the supervision of the minister and the Board of Trustees.

ARTICLE VIII

Amendments

Section 1. These Bylaws may be amended, repealed or altered by a two-thirds vote of the Membership present at any Annual Meeting or at any special meeting of the Membership called for that purpose and for which notice specifying the purpose has been duly communicated to the Membership.

Section 2. The Trustees may enact any additional Bylaws not inconsistent with law or the Bylaws adopted by the Membership. Such additional Bylaws shall be submitted to the first subsequent meeting of the Membership for ratification and shall be set forth in the notice calling said meeting.

ARTICLE IX

Dissolution

Section 1. If this Church is dissolved, all property and rights held by or on behalf of this Church shall pass to the NH/VT District of the Unitarian Universalist Association (UUA) or, if the district is unable or unwilling to take such property and rights, to the UUA.