By-Laws
Here you can find the by-laws and any proposed revisions for the congregation.
The last revision of the bylaws was June 1, 2014. (This is not an updated version)
If you ‘d like to download a pdf file of the bylaws click here.
By-Laws for the
Ohio Valley Unitarian Universalist Church
Name
Purpose
Denominational Affiliation
Membership
- Membership
- Members
- Youth members
- Friends
- Transitions in Membership Status
- Termination of Membership
Officers
- Eligibility
- Terms of Office
- Responsibilities
- President
- Vice President
- Secretary
- Treasurer
- Trustees
Board of Trustees
- Composition
- Responsibilities
- Meetings of the Board of Trustees
Staff and Ministry
- Staff Definition
- Minister
- Minister of Record
- Committee on Ministry
- Intern Ministers and Commissioned Lay Leaders
Elections
- Nominating Committee
- General Election Procedures
- Vacancies
- Recall
Meetings
- Regular Services and Meetings
- Annual Meeting
- Regular Meetings
- Special Meetings
- Quorum Specifications
Fiscal Management
- Fiscal Year
- Authority for Management
- Annual Budget
- Special Funds
Amendments to Bylaws
Parliamentary Procedure
Dissolution
History
ARTICLE I
Name
The name of this religious society shall be the Unitarian Universalist Congregation of the Ohio Valley, known hereafter in this document as the Congregation. (Also known as the Ohio Valley Unitarian Universalist Congregation or the Unitarian Universalist Church of the Ohio Valley.)
ARTICLE II
Purpose
In the discipline of Truth, irrespective of its source, and in the spirit of universal understanding, we unite to strengthen our convictions in the value and need for liberal religion, and through the strength of unity, to give such emphasis and expression to these convictions as the congregation deems fitting and proper.
This Congregation is organized exclusively for charitable, religious and educational purposes.
ARTICLE III
Denominational Affiliation
This Congregation shall be a member of the Unitarian Universalist Association and the Ohio-Meadville District and/or their ecclesiastical successors.
ARTICLE IV
Membership
A. Membership
Membership in this Congregation is not and cannot be predicated upon any specific belief, ideology, or creed, race, ethnicity, gender identity, sexual orientation, socioeconomic status, or physical ability.
B. Members
- Members are entitled to vote at all Congregational meetings, participate fully in the democratic process of the Congregation, serve as delegates to OMD and UUA meetings, and stand for election to Congregational offices under the regulations presented below.
- Members are expected to participate regularly in the community life of the Congregation and to support it through giving and pledging as financially able
- Membership is open to all interested persons 16 years of age or older who have completed a membership formation process designed by the Membership Committee, approved by the Board, and appearing in the Policies and Procedures Manual. This process shall be reviewed annually by the Membership Committee.
C. Youth Members
- Youth Members are entitled to attend all Congregational meetings, contribute to the democratic process of the Congregation by expressing their views. However, they are not voting members of the Congregation. They may serve on committees of the Congregation.
- Youth Membership is open to anyone under the age of 16 who has completed a Coming of Age program provided by this Congregation. Youth who have completed a similar program through another congregation may be recommended for Youth Membership status by the Director of Religious Education or Trustee responsible for Religious Education.
- A youth who meets the above requirements will become a Youth Member by signing the Youth Membership roll in the membership book.
D. Friends:
Individuals who are not eligible or interested in Member status, but who have been active on a regular basis in the life of the Congregation, are eligible for Friends status. Friends are entitled to attend and express their opinions at Congregational meetings but not to vote, and to serve on committees of the Congregation.
E. Transitions in Membership Status:
The Membership Committee shall maintain, and review annually, procedures for transitioning among the three membership categories above. These procedures shall be approved by the Board.
F. Termination of Membership:
- An individual who wishes to terminate his or her membership in the Congregation shall notify the Board in writing. Any termination of membership so received will be acted upon at the next regularly scheduled meeting of the Board.
- The Membership Committee shall annually, prior to the UUA certification deadline, review the list of Members, and shall cause written inquiry to be mailed to non-participating Members regarding their desire to remain on the list. If no reply is received within thirty (30) days after such a mailing, the Board of Trustees may remove the names of such Members from the list.
ARTICLE V
Officers
Section A: Officers
The officers of this congregation shall be: President, Vice-President, Secretary, Treasurer and four Trustees. These eight officers shall comprise the voting members of the Board of Trustees.
Section B: Eligibility
Members nominated to be an officer or a Trustee shall be at least 18 years of age and have been members of the congregation for at least one year at the time of the election.
Section C: Terms of Office
1. The President and Vice President are each elected for a term of (1) year. The secretary and two (2) Trustees shall be elected in odd numbered years for terms of two years. The Treasurer and remaining two trustees shall be elected in even numbered years for terms of two years.
2. All officers and trustees (except the Treasurer) are limited to two full terms in succession during any one period of service in any given position. The treasurer is limited to three full terms in succession.
Section D: Responsibilities
1. The President shall be president of the Congregation and the Board of Trustees. The president shall:
a. Chair all meetings of the Board and all business meetings of the Congregation.
b. Carry out the duties usually associated with the office of President
c. Be ex-officio member of all standing committees except the Nominating Committee and the Committee on Ministry.
d. In the absence of the Treasurer, the President may disburse funds and pledge the credit of the Congregation.
2. The Vice President shall assume the office of President if the incumbent resigns, is recalled, or cannot otherwise fulfill the office. In the temporary absence or incapacity of the president, the Vice President shall stand in for the President. The Vice-President shall serve as the chair of the Program Committee. Otherwise, the Vice President shall assist the President in such ways as are mutually agreeable.
3. The Secretary shall be Secretary of the Congregation and of the Board of Trustees. The Secretary shall act as Secretary at all meetings of the Congregation and of the Board of Trustees and shall, subject to the direction of the Board of Trustees, exercise all the powers and perform all of the duties normally pertaining to the office of the secretary of a corporation. These shall include, but are not limited to: giving notice of all meetings; keeping and attesting as true the official records of the meetings and preserving and passing on to their immediate successor all such official records; and maintaining the Official Membership Book including the recording of dedications, weddings, services of union, and funerals within the Congregation. The Secretary may request that the Board of Trustees appoint an assistant with appropriate title to perform special services such as correspondence, mailing lists and office administration.
4. Treasurer
The Treasurer shall be the business agent of the Congregation. The financial accounts of the Congregation shall be audited annually by a Committee selected by the Board from among the members of the Congregation. Additional responsibilities shall include but are not limited to: Presenting an annual report to the membership within sixty days following the close of each fiscal year and serving as member of the Finance Committee. The Treasurer Shall be bonded for faithful performance in such amount as may be specified by the Board of Trustees. The Treasurer may request that the Board of Trustees appoint an assistant with appropriate title to assist the Treasurer in specific matters.
5. Trustees
Duties of the Trustees shall include participating in Board of Trustee meetings, assuming individual responsibility of liaison with one or more major committees, and/ or overseeing one or more activities of the Congregation, as assigned by the President in consultation with the individual Trustees.
ARTICLE VI
Board of Trustees
Section A: Composition
1. The Board of Trustees shall be composed of eight members, four of whom shall be the officers of the Congregation, four of whom shall have the title Trustee. Membership on the Board of Trustees shall be determined by direct vote of the Members of the Congregation from among themselves at the Annual Meeting, according to the procedures of Article VIII, Elections.
2. The following shall be ex-officio members of the Board: ministers, director of religious education or religious education committee chair.
Section B: Responsibilities
1. All members of the Board of Trustees serve as representatives of the Congregation. They shall remain mindful of the Congregations principle of inclusivity in their discussions and decision making. They shall be cautious when making decisions on controversial subjects. Discussion and input on controversial or broad policy issues shall be encouraged during Congregational business meetings, except in extraordinary circumstances.
2. All ordinary business of the Congregation shall be under the management of the Board of Trustees. Ordinary business includes but is not limited to the determination of what persons or organization in and out of the congregation may use the name, property and facilities of the Congregation as well as the specifications of the purpose and conditions of such use.
3. All persons not defined as staff who are paid to perform services for the Congregation shall be the responsibility of the Board. The Board shall designate a staff person or board member as the main supervisor for these other personnel.
4. The Board of Trustees is authorized to collect all monies due the Congregation and to put the same into the hands of the Treasurer.
5. The Board of Trustees is authorized to expend any funds allocated in the annual budget. In addition they may reallocate up to thirty percent (30%) of any line item of the budget. Any expenditures beyond five percent (5%) of the total amount budgeted must be approved at a regular Congregation meeting by a majority of the members present.
6. The Board of Trustees is authorized to borrow sums of money without the consent first being obtained from the Members, provided that the total of all funds borrowed without the Members’ consent and still owing shall not exceed five percent (5%) of the annual operating budget. Any amount exceeding the five percent (5%) limitation must be approved by two-thirds of the Members present at a Special Meeting.
7. The Board is empowered to act by signature or otherwise on behalf of the Congregation in such legal capacity as may be required by law for the possession and/or disposition of the property of the congregation and the conduct of the business of the congregation.
8. The Board shall arrange for bonding or insurance of such types and amounts as will ensure the safety of the properties, including the funds, of the Congregation.
Section C: Meetings of the Board of Trustees
1. The board shall meet at least once each month. Congregation members shall be informed in advance of the times and dates of Board meetings, except for emergencies.
2. All meetings of the Board of Trustees shall be open except when, by majority vote of the Board of Trustees members present, the Board of Trustees shall elect to go into closed session only in accordance with State of Ohio sunshine laws.
3. A majority of the Trustees then in Office shall constitute a quorum for the transaction of all business at any regular or special meeting of the Board of Trustees. Motions shall be carried by a majority of Trustees present and voting, but in no case fewer than four (4) votes. The Secretary shall enter in the minutes of each meeting the names of all Trustees present.
4. The Order of Business at all regular meetings of the Board of Trustees shall be:
a. Reading of the minutes of the previous meeting
b. Reports of the Officers
c. Appropriation of Money
d. Reports of Committees
e. Old business
f. New business
5. The order of business at any Special Meeting of the Board of Trustees shall be determined by the chair of such meeting.
6. Minutes of meetings shall be published within a month following each meeting.
ARTICLE VII
Staff and Ministry
Section A: Staff Definition
The staff of the Congregation includes those persons responsible for religious and pastoral care, personal counseling, rites of passage, religious education of adults and children, and administrative affairs. These persons may include a minister, assistant minister, religious education director, lay leaders, administrator and church secretary.
Section B: Minister
1. The minister shall be responsible for the conduct of worship within the congregation, and shall provide guidance, leadership, and inspiration in the affairs and activities of the congregation. The minister shall have freedom of the pulpit as well as freedom to express opinions outside the pulpit.
2. The minister shall be an ex-officio member of the Board of Trustees and of all committees except the Nominating Committee.
3. The minister shall supervise any intern ministers and/or commissioned lay leaders.
4. Settled Minister
a. Decision to begin the process of calling a minister shall be authorized by a majority vote of the members present at a meeting of the congregation. A minister may be called following a recommendation of the ministerial search committee, by an 80% majority of those members present at a meeting of the congregation legally called for that purpose.
b. A minister, duly elected and installed by the congregation, shall continue in office until the minister, of free will, presents a written resignation to the Board of Trustees or until requested to resign by a 60% majority vote of members present at a special meeting called for this purpose.
c. Should the minister offer a resignation, at least three (3) months notice shall be given.
d. The quorum requirement for deciding ministerial call or dismissal is to be forty (40) percent of the membership of the congregation.
5. Minister of Record
a. In place of calling a settled minister, the congregation may enter into an agreement with a minister of record. The letter of agreement shall specify the period of the arrangement, the compensation, and the nature of the services to be provided by the minister to the congregation. The congregation shall adopt the letter of agreement following recommendation by the Board of Trustees, by a 2/3 majority of those members present at a meeting of the congregation legally called for that purpose. Renewals of the letter of agreement also shall require a 2/3 majority.
b. A Minister of Record, duly elected and installed by the congregation, shall continue in office for the term of the letter of agreement or until the minister, of free will, presents a written resignation to the Board of Trustees, or until requested to resign by a 60% majority vote of members present at a special meeting called for this purpose.
c. The quorum requirement for deciding the ministerial call or dismissal is to be forth (40) percent of the membership of the congregation.
Section C: Committee on Ministry
1. Purpose and Role
The charge of this committee shall be to use the congregation’s Mission Statement as a standard by which go gauge the effectiveness of its ministry including the co-ministry functions of the Board of Trustees, staff, committees, congregation and the services of the professional ministers. The committee shall make recommendations to the Board of Trustees and/or the congregation to enhance the quality of this ministry and to facilitate communication.
2. Work with Professional Ministers
The committee shall review expectations and performance with the professional ministers and provide feedback to them. The committee will review with the ministers any conditions within the congregation, which may affect relationships between the ministers and members, with the main purpose being to strengthen the quality of the relationship. In light of the assessment of the ministers this committee will make specific ministerial salary recommendations to the finance committee and the Board of Trustees prior to the annual every member canvass.
3. Meetings
Regular meetings of the committee shall be held no less than once a month. Special meetings may be called by either the chairperson or the minister as soon as possible after said meeting.
4. Composition
a. The Committee shall be a three-person standing committee. Terms shall be rotating, with one committee member to be replaced each year.
b. Each nominee must have been a member of OVUUC for at least three years. Members may not be renominated until they have been off of the Committee for one year. None shall be members of the Board of Trustees.
c. The Committee on Ministry shall submit to the Nominating Committee a list of three recommended nominees for said Committee at least 60 day prior to the Annual Meeting.
Section D: Intern Ministers and Commissioned Lay Leaders
1. Duties and responsibilities shall be determined by and supervised by the minister and the Board of Trustees.
2. Intern ministers and lay leaders commissioned by the Ohio Meadville District shall be empowered to perform marriage ceremonies, services of union, memorial services, dedications of children and other rites of passage.
ARTICLE VIII
Elections
Section A: Nominating Committee
1. Election of the Nominating Committee will be held during the Annual Meeting each year.
2. Officers and Trustees shall be elected from a list submitted by the Nominating Committee.
3. The Nominating Committee shall be composed of three members elected by the Congregation. None shall be members of the Board of Trustees. The members of the Nominating Committee will present the candidate(s) for vacancies and/or replacements for the Nominating Committee at the annual meeting. Terms shall be rotating, one committee member to be replaced each year.
Section B: General Election Procedures
1. The Nominating Committee shall post a call for nominations to the Board of Trustees, not later than sixty (60) days before the Annual Meeting.
2. A list of candidates shall be composed of names chosen by the Nominating Committee from its own recommendations and from those submitted in response to its call. The list shall include a nominee to the Committee on Ministry.
3. Nominations will also be accepted from the floor at Annual Meeting. No member shall be nominated without his or her consent.
4. All members shall be notified of the full list of candidates submitted by the Nominating Committee at least thirty, (30) days before the Annual Meeting.
5. Elections will be held during the Annual Meeting
6. Officers shall assume responsibility on July 1.
7. In the event of a contested election, the nominating committee will provide written ballots.
8. Proxy votes and absentee ballots will not be recognized.
9. Officers must be elected by a majority vote. If additional ballots are required, the candidate(s) with the fewest votes shall be dropped until one candidate receives a majority.
Section C: Vacancies
Vacancies on the Board shall be filled by election at the next business meeting of the Congregation following any vacancies. Such vacancies shall be filled for the unexpired terms. The Nominating Committee shall provide one or more names in nomination for each position to be filled by the special interim election. Nominations can be made from the floor. Regular voting procedures will follow Article VII, Section B, paragraphs 7, 8 and 9.
Section D: Recall
While the probability of recall action is remote, the membership is empowered via a petition of twenty-five percent (25%) of the members to require the convening of a special meeting for a recall action. An officer or trustee shall be removed if sixty percent (60%) of the members present vote for removal. A quorum for recall shall be forty percent (40%) of the membership.
ARTICLE IX
Meetings
Section A: Regular Services and Meetings
The dates and times of worship services and non-business meetings shall be determined by the Board of Trustees or by any person or persons designated by the Board of Trustees.
Section B. Annual Meeting
The annual meeting shall be held between May 1 and June 15 at such time and place convenient to the general membership and is to be announced at the previous two regular services and by mail.
Section C. Regular Meetings
A regular business meeting of the Congregation shall be held between September 15 and October 31 at such time and place convenient to the general membership and is to be announced at the previous two services and by mail.
Section D. Special Meetings
1. Special meetings may be called by the Board of Trustees, or by written request signed by ten percent of the members of the Congregation, except that in no event shall the number required to call a special meeting be fewer than seven members.
2. The business to be transacted at aforesaid special meetings shall be fully enumerated in the call for said meeting.
3. All eligible members must be notified by mail of any Special Meeting not less than fifteen (15) days prior to the forthcoming special meeting. In the case of an urgent situation, this time provision may be suspended by a majority vote of the Board of Trustees present provided there has been notification including agenda sent to all Congregation members at least forty-eight (48) hours prior.
Section E. Quorum Specifications
Twenty-five percent (25%) of the membership shall constitute a lawful quorum for all Congregational regular business meetings, except for the call or dismissal of a minister.
ARTICLE X
Fiscal Management
Section A: The Fiscal Year
The Fiscal Year shall end at Midnight (12:00PM) June 30.
Section B: Authority for Management
The Congregation through its lawfully designated appointees, or electees, shall have full authority and power under this charter to: own, possess, lease, rent, occupy, convey, assign, contract, mortgage, encumber, sell, purchase, release, surrender, or control in any manner whatsoever, any and all property both real and personal, at law and in equity that shall become, have become, or at any future date may become the lawful subject of this congregation’s determination.
Section C: Annual Budget
The annual operating budget of the Congregation, must be approved at the Annual Meeting. Any revisions except as noted in Article VI. B. 5, must be approved at a Congregational Meeting.
Section D: “Fair Share” Dues
The Finance Committee and Board of Trustees of the Congregation are directed to ensure that every Congregation budget includes sufficient funding to pay “fair share” dues to the UUA and the OMD.
Section E: Special Funds
1. Special Fund A: Endowment Fund. An endowment fund shall be established called the Endowment Fund of the Ohio Valley Unitarian Universalist congregation, (referred to as the Endowment Fund or Fund A.) The objective of the investment shall be for the long-term health and survival of the congregation. By vote of the Congregation the initial investments, and future investments so designated, shall be restricted so that the principal shall remain intact. The income may be used as directed by the Board of Trustees, but not for the general congregational operating budget. These funds shall be established in an investment vehicle under the auspices of a financial institution. The Finance Committee shall meet annually with the financial institution management to set parameters of the fund. Daily management of the fund shall be the responsibility of the financial institution.
As this fund is established by vote of the congregation, so it may be unrestricted in total or part by a vote of the Congregation. This will require a two/thirds (2/3) vote of those attending a Special Meeting.
2. Special Fund B: Special Purpose Funds. Funds for specific purposes can be established by vote of the Board of Trustees or the entire congregation. These investments, under the umbrella Fund B, can be commingled for investment purposes. The treasurer shall maintain individual records of the status of each fund on a quarterly basis.
The Memorial Fund account shall contain memorial money given to the congregation for specific purposes and not designated specifically for the Endowment. The income or parts of the principal shall be used in the spirit of those in whose memory the gifts were given. The finance committee shall make recommendations to the Board who shall have authority regarding the fund.
Capital Reserves and Ministerial Reserves funds. This type of reserve may be established from church fund raising projects or from allocating funds in an annual operating budget year. They are intended to help with large scale capital improvements or with future needs of establishing ministry. The purposes may be altered by the Congregation. Both income and principal may be expended as directed by vote of the congregation in a regular or special meeting.
ARTICLE XI
Amendments to Bylaws
This Charter, so far as allowed by law, may be amended, replaced, rescinded or reworded at any Annual or Special Meeting of this Congregation by a two-thirds (2/3) vote of those present and voting. The Board of Trustees shall be empowered to make perfecting changes to the Bylaws (e.g. correction of typographical errors, grammatical errors, etc.) that do not constitute any substantive change.
ARTICLE XII
Parliamentary Procedure
All meetings shall be held in accordance with Robert’s Rules of Order except where procedures are specified in the By-Laws.
ARTICLE XIII
Dissolution
Should this Congregation cease to function and the membership vote to disband, any accrued assets of the Congregation will, upon lapsing of thirty-six (36) continuous calendar months, be assigned into the Unitarian Universalist Association and/or the Ohio-Meadville District, or their ecclesiastical successors, to be used solely for the extension of liberal religion.
By-Laws Committee Meeting Schedule History (Meetings at the Dome unless noted.)
November 28, 1995, Miles, Orts, Warren
December 12, 199 5, Miles, Orts, Scott, Warren
December 20, 1995, Orts, Scott, Warren
January 3, 1996, Miles, Orts, Scott, Warren
January 14, 1996, Congregational Special Meeting, general adoption with comments for change
January 30, 1996, Miles, Orts, Scott, Warren
February 11, 1996, Congregational Special Meeting, adoption with editorial changes
November 10, 1998, Miles Orts, Warren
February 26, 1998, Miles, Orts Warren
April 18, 1998, Approved at annual Meeting
March 1999, Orts, Miles and Warren.
December 12, 2000, Committee on Ministry recommendations to Miles, Orts and Warren, approved, by congregation
September 21, 2002, approved at the congregational meeting, as recommended by Warren, Casebolt, Sabatino and Carra and the Board of Trustees.
February 2, 2003, approved at the congregational meeting as recommended by Warren, Casebolt, Sabatino and Carra and the Board of Trustees