Revising Governance Documents

As mentioned in the Board’s blog post of August 24, one congregational goal prioritized by the Board this year is an update to UUFR’s foundational governance documents—our Articles of Incorporation and our Bylaws. The Bylaws Task Force has been at work on this since February of this year.

The Articles of Incorporation is a legally required document filed with the state to establish a non-profit corporation. Our original Articles of Incorporation were filed in 1959 and last amended in 1980 to change our name from the Unitarian Fellowship of Raleigh, Inc. to the Unitarian Universalist Fellowship of Raleigh, Inc. These Articles need to be amended to reflect current IRS language on topics such as tax exemptions, prohibited activities, and distributions upon dissolution. One provision in our Bylaws must be moved to our Articles to comply with legal requirements. And the Board will propose an addition to the Articles drafted by an attorney. After being amended, the Articles will be “restated” as a fresh document incorporating all changes.

UUFR’s bylaws (available here) were last amended in May of 2018. Our efforts to address additional important changes were deferred first due to an unexpected change in ministry in 2019, and then by the complexities of dealing with the pandemic. Since February of this year, our Bylaws Task Force (Jim Yocom, Chris Wise, Becky Elliott, and Mary Kay Fruga) has been reviewing our bylaws in detail, gathering input from the UUA and other congregations, drafting text for discussion with key groups within UUFR (e.g., AIR—Assessing Institutional Racism), and preparing a proposed revision for review by our Board and our members. The Task Force’s charge primarily has been to align our bylaws with legal requirements and current practices.

While they may not make for exciting reading, the bylaws are important to all of us. They outline the rules of the Fellowship regarding organization, authority levels, rights and expectations. They guide the actions and decisions of the Board and help prevent and resolve conflicts and disagreements. Actions or decisions that are inconsistent with our bylaws can have legal consequences.

We will share these proposed changes with the congregation and invite input from our members through a series of four in-person meetings as well as town halls and related communications. The meetings will focus on changes related to specific topics:

Meeting #1 — October 9, 2022

  • Updating the Articles of Incorporation
  • Simple bylaws changes in wording or clarification of existing language
  • Straightforward provisions such as clarifying when Board terms start
  • Duties of the Board, removal of a Board member

Meeting #2—November 13, 2022

  • Establishing membership
  • Removal from membership

Meeting #3—February 5, 2023

  • UUFR Foundation and oversight of funds
  • Use of the Fellowship name

Meeting #4—March 5, 2023

  • Ministerial search process and approval to hire
  • Ministerial duties

A handout available at each meeting will show current wording for text under review, proposed revisions, and reasons for them. A summary of the bylaws changes incorporating input and findings from all of these discussions will be shared at a town hall meeting sometime in the spring. A final draft of the updated bylaws document will be published in May and voted on at the annual congregational meeting in early June.

NOTE: A video reviewing how governance works at UUFR and the associated roles of our numerous governing entities is linked here. You may find it helpful to view this before attending these meetings.

We look forward to your participation and your input in these coming discussions. More information will be coming soon, but If you have any questions or concerns about this process, please contact us using one of these methods:

  • Email the Board: All Board members will see email addressed to [email protected]
  • Feedback: Click here to submit a question, comment, or suggestion for your Board of Directors.
  • Email any of us directly. (We’re keen to talk to you in person when you see us, too.)

See all Fellowship Matters posts here.