UUFR By-Laws

Section 1. For the period July 1, 2008 through June 30, 2009 the Board of Directors shall be composed of the following members: President, President-elect, Past President, Secretary, Treasurer, and two Members At-Large. A quorum shall consist of four members.

Section 2. The Board is authorized and encouraged to structure the committees of the Administrative Council and Program Council in ways designed to reduce time Program Council members devote to administrative tasks and allow more concentration on their core missions, and to strengthen the relationship between Administrative Council members with UUFR staff and the Board of Directors.

Section 3. These changes are intended to provide a time for testing new organizational approaches and to inform the Congregation of their effects prior to considering any permanent changes in the by-laws.

End of Temporary Amendment to UUFR By-Laws

ARTICLE I. STATEMENT OF INCLUSION

This congregation affirms and promotes the full participation of all persons in all our activities and endeavors without regard to race, color, gender, physical or mental challenge, affectional or sexual orientation, age, socio-economic status or national origin.

ARTICLE II. MEMBERSHIP

Section 1. Any person who is in sympathy with the philosophy, purposes and programs of the UUFR as expressed in its Mission and Vision statements and in the Unitarian Universalist Principles and Purposes may become a member by signing the membership role. All members are expected to participate in the life of the Fellowship and to make a financial commitment to its support. All members shall receive all communications of the Fellowship.

Membership is maintained by making a financial pledge and payment of record during the current fiscal year. The Ways and Means Chair may waive this financial requirement on an individual basis.

Section 2. Members may be removed from the membership roles based upon the member’s failure to meet the requirements of Section 1. Such action shall be made by the Ways and Means Chair, the Membership Chair or by request of the individual member.

ARTICLE III. MEETINGS

Section 1. Meetings of this Fellowship will be held at dates, times and places fixed by the Board of Directors (“the Board”). One meeting will be held in the second calendar quarter and shall be designated the Annual Elections and Budget Meeting.

Section 2. The Board may call special meetings of the Fellowship at any time. In addition, the Board shall call a special meeting upon receipt by the Board Secretary of a request, signed by at least ten percent of the membership, to hold such a meeting. This meeting shall be held at the earliest practical date in accordance with the notice provisions specified in Section 3 of this article.

Section 3. The business to be transacted at each Fellowship meeting and the quorum required shall be specified in the written notice of the meeting. This notice shall be distributed so that receipt by members can reasonably be expected at least two weeks prior to the meeting. The presence of twenty percent of the membership shall constitute a quorum, except that a quorum of twenty five percent shall be required for purchase or sale of real property, calling or dismissing a minister, or such other matters as the Board determines are of major significance. Proxy votes will not be accepted. At the discretion of the Board, absentee ballots may be accepted on specified questions being put to a vote, provided that those questions are specified in the written notice of the meeting and put to a vote without amendment.

Section 4. If a quorum has been established at a duly convened meeting of the Fellowship, any business to be transacted, except for matters for which voting requirements or procedures are described elsewhere in these bylaws, shall be approved by a majority vote of the members present and voting. If a quorum is not present, such matters may be approved at that meeting by the affirmative votes of at least fifteen-percent of the membership of the congregation.

Section 5. At the Annual Elections and Budget Meeting, the Board will present a proposed budget for the following year for approval by the congregation. In the event the proposed budget is not approved in accordance with the provisions of Section 4 of this article, the Board shall call a special meeting of the Fellowship to reconsider the budget. This meeting shall be held at the earliest practical date in accordance with the notice provisions specified in Section 3 of this article.

Section 6. Meetings of the Board shall be held at the call of the President or at the request of at least three members of the Board. A quorum for the transaction of business shall consist of six Directors, and six affirmative votes shall be required to approve a motion.

ARTICLE IV. ELECTION AND FUNCTIONS OF OFFICERS AND OTHER DIRECTORS

Section 1. The Fellowship shall have six officers: the President, the President Elect, the immediate past President, the Vice President, the Secretary, and the Treasurer. The President Elect, the Vice President, and the Secretary shall be elected from the membership at the Annual Elections and Budget Meeting for a one year term beginning July 1. The President Elect for the preceding year shall become President, unless unwilling or unable to serve, in which case the President shall be elected along with the other officers. The President shall serve in that capacity for a one-year term. Upon completion of that term, the President shall serve a one-year term as the immediate past President.

Section 2. The Board of Directors shall consist of the six officers, a Financial Planner, and four members at large. The Treasurer, the Financial Planner and the four members at large shall be elected from the membership for a two-year term beginning April 1.

a. The Treasurer and two members at large shall be elected at the Annual Elections Meeting held in even numbered years.

b. The Financial Planner and two members at large shall be elected at the Annual Elections Meeting held in odd numbered years.

c. No member of the Board shall be eligible to serve more than five consecutive years.

These amendments take effect on January 1, 2008, and to provide for continuity to the new schedule the terms of all existing Board Members are extended by three months to end on June 30, 2008.

Section 3. The Board shall have general charge of the affairs and property of the Fellowship, and shall establish policy for the purpose of fulfilling the mission and meeting the goals of the Fellowship in accordance with the Bylaws. The Board may amend or modify the Budget in order to fulfill the mission and goals or to safeguard the financial health of the Fellowship. They shall ensure that the mission and goals are written and made available to the membership, and shall establish procedures for periodic review by the membership. They shall ensure that committee chairs are selected or elected.

Section 4. The Board shall fill vacancies in its membership by appointing members selected from a list of candidates recommended by the Nominating Committee, after notifying the membership of the vacancy and requesting applicants. The terms of such appointment shall be the full, unexpired term of the vacant position as defined in Section 1 of this article, except for the positions of president-elect, president and past president. Because of the nature of the succession, these positions shall be filled as follows:

a. In the event the immediate past President is unwilling or unable to serve, this position may remain vacant for the remainder of the term or be filled as described above for other positions, based on a vote of the remaining board members.

b. In the event the immediate President-elect is unwilling or unable to serve, and the current president is continuing in office, this position shall be filled for the remainder of the current yearly term by appointing a member selected from a list of candidates recommended by the Nominating Committee. At the next annual election, the positions of president and president-elect shall be elected by the membership. The person filling the remainder of the president-elect term may stand for election as president at that time.

c. In the event the immediate President is unwilling or unable to serve, and the current President-elect is continuing in office, the president-elect shall succeed to the presidency for the remainder of that term, will continue as president for the term after the next annual election, and will succeed to immediate Past-president in the subsequent term. The position of President-elect will be filled for the remainder of the current term by appointing a member selected from a list of candidates recommended by the Nominating Committee. At the next annual election, the position of president-elect shall be elected by the membership. The person filling the remainder of the current President-elect term may stand for election as president-elect at that time.

d. In the event the immediate President-elect and President are both unwilling or unable to serve, the Past-president shall assume the position of President for the remainder of the current term. The President-elect (and Past-president) positions shall then be filled as described in 4.b (and 4.a) above. At the next annual election, the positions of president and president-elect shall be elected by the membership. The person filling the remainder of the President-elect term may stand for election as president or president-elect at that time. The person who had previously been Past-president and has just completed the President term may then either succeed to serve the next term as Past-president, but only if that succession does not violate the five-year term limit for continuous service on the Board.

Section 5. In the event that six or more vacancies exist at one time, thereby preventing the Board from establishing a quorum, the Board shall be dissolved, and remaining Directors shall call a special elections meeting of the Fellowship to be held within 4 weeks after the sixth vacancy occurs, for the purpose of electing a replacement board.

a. If the positions of President, President Elect, immediate past President, and Vice President are vacant, the most senior member of the Board, based on date of membership in the UUFR, shall become Acting President who shall serve in that capacity until the election of a successor.

b. Each Director elected to fill a vacancy in accordance with the provisions of this section shall serve the full, unexpired term of that office, as defined in Section 1 of this article.

c. All members, including members of the Board dissolved in accordance with the provisions of this section, shall be eligible for election to the replacement board, unless such election would violate the provisions of Section 2.c. of this article.

Section 6. The Board may appoint committees, chairpersons, and other special officials that are needed to carry out the business of the Fellowship.

Section 7. The major duties of the officers and other Directors are as follows:

a. The President shall preside at meetings of the Board and of the Fellowship and shall perform other duties duly assigned by the Board.

b. The President Elect shall preside at meetings in the absence of the President and shall perform other duties duly assigned by the Board.

c. The immediate past President shall preside at meetings in the absence of the President and the President Elect.

As elected representatives of the Congregation, Board members are expected to participate fully in the life of the Fellowship, attend Board meetings, (both regular monthly meetings and special meetings), and attend Congregational Meetings.

d.	The Vice President shall preside at meetings in the absence of the President, President Elect, and immediate Past President, and shall perform other duties duly assigned by the Board.
e.	The Secretary shall keep and publish a record of all meetings of the Fellowship and Board, and shall ensure that an official copy of the Bylaws, the Policy and Procedures Manual, and other official documents are maintained and published.
f.	The Treasurer shall ensure that all funds received by the Fellowship are held in safe custody, that bills are paid in accordance with policy established by the Board, that an account of all receipts and expenditures is kept, that the financial condition of the Fellowship is reported at regular meetings of the Board and at meetings of the Fellowship, and that the budget is prepared for presentation at the Annual Budget Meeting.
g.	The Secretary and the Treasurer may nominate assistants, subject to approval by the Board, to assist them in performing their duties.
h.	An officer shall sign all personnel contracts.
i.	The Financial Planner shall ensure that long range and annual financial plans are developed and implemented to support the mission and the goals of the Fellowship. This Director shall work very closely with the Ways and Means Committee, the Treasurer and the Investment Advisory Committee, to identify potential financial resources.
j.	Two Directors at large shall be assigned to serve as co-chairs of the Program and Administrative Councils.
k.	All Directors at large shall perform (other) Board duties as needed.

Section 8. The Board shall prepare an annual report to be distributed at or before the Annual Elections meeting.

Section 9. Any member of the Board who is deemed not to be fulfilling the duties of the office, as specified in the By-laws, may be removed from office: a) by a unanimous vote of all the remaining Directors voting by secret ballot or b) by a 2/3 vote at a duly convened congregational meeting voting by secret ballot.

ARTICLE V. COUNCILS AND STANDING COMMITTEES

Councils: There will be two councils, the Program Council and the Administrative Council. The councils may meet jointly. The councils shall have the authority to make decisions regarding those matters that fall within their area of responsibility. Council decisions that have budgetary implications or would require changes or additions to the Policies and Procedures Manual shall be referred to the Board for approval.

Section 1. Program Council: The Program Council functions within the mission of the Fellowship to fulfill the program goals of UUFR. Members shall include chairpersons of standing committees that deal with program, including committees responsible for member recruitment and retention, religious education, worship services, special events, social action, congregational care, and the like.

Section 2. Administrative Council: The Administrative Council functions within the mission of the Fellowship to meet the administrative needs of UUFR. Members shall include chairpersons of standing committees that deal with administration, including committees responsible for fund-raising, building and grounds use and maintenance, personnel, information systems, communications, denominational affairs, and the like.

Section 3. All standing committees must be described in the Policies and Procedures Manual. New standing committees may be proposed by any member. However, the addition of a new standing committee to the Policies and Procedures manual requires the approval of the Board. Standing committees that wish to belong to a council must get approval from that council.

Section 4. Any committee chair who is deemed not to be fulfilling the duties of the office, as specified in the Policy and Procedures manual, may be removed from office by a 2/3 vote of the Board voting by secret ballot.

ARTICLE VI. NOMINATING COMMITTEE

Section 1. The Nominating Committee shall consist of five member of the Fellowship, no more than two of who may also be members of the Board of Directors. Members of the Committee shall serve two-year terms beginning April 1. Terms shall be staggered so that no more than three terms will expire in a given year. At each Annual Election Meeting, expiring terms of office shall be filled by candidates elected by the Fellowship.

The Board shall fill vacancies in the membership of the Nominating Committee by appointing members from a list of candidates that includes recommendations from the Nominating Committee together with any nominations submitted by members of the Fellowship. A written notice of each vacancy shall be distributed at least two weeks prior to the filling of that vacancy by the Board. The term of each appointment shall be the full, unexpired term of the vacant position.

Section 2. The Nominating Committee shall publish in the newsletter a list of candidates no later than the time of notification of the Annual Elections Meeting.

Section 3. The Nominating Committee shall provide other nominations as specified in the Bylaws.

ARTICLE VII. THE UNITARIAN UNIVERSALIST FELLOWSHIP OF RALEIGH FOUNDATION

Section 1. The purpose of the Unitarian Universalist Fellowship of Raleigh Foundation (“the Foundation”) shall be to provide a permanent vehicle for individuals who wish to make bequests, special gifts or donations for the benefit of the Unitarian Universalist Fellowship of Raleigh. The Foundation is encouraged to solicit such bequests, contributions and gifts, to ensure that they receive adequate recognition, and to ensure that they are properly disbursed in accordance with the Foundation By-laws. Bequests from wills to the UUFR shall be construed to go to the Foundation unless otherwise specified.

Section 2. The Board of Directors of UUFR shall appoint Directors of the Foundation in accordance with the provisions of Article III of the Foundation Bylaws. Only members of UUFR may serve as Foundation Directors.

ARTICLE VIII. SEARCH COMMITTEE

Section 1. To call a minister a Search Committee shall be elected by the Fellowship at a congregational meeting in accordance with the following procedures:

a. The Nominating Committee shall nominate no fewer than ten (10) candidates; and members may nominate additional candidates from the floor, provided that those nominees express a willingness to serve if elected;

b. All candidates shall be members of the Fellowship.

c. Each member may vote for up to seven different candidates. The seven candidates receiving the largest number of votes by secret ballot shall be the Search Committee.

Section 2. The duties of the Search Committee shall be as follows:

a. Elect one of its members as Chair.

b. Inform itself of and be guided by the UUA candidating procedures.

c. Inform the Board of its progress.

d. Report to a duly called meeting of the Fellowship, the name of the candidate recommended for consideration for employment.

ARTICLE IX. MINISTER

Section 1. Approval to call a ministerial candidate shall require a 2/3 vote by secret ballot of the membership present at a duly convened meeting of the Fellowship.

Section 2. The minister shall be a religious leader and shall perform duties as authorized by North Carolina law and such other duties in keeping with the policies and purposes of this Fellowship, and as specified in the By-laws, in the Minister’s contract, and as otherwise deemed necessary and wise.

a. Preferably, the Minister called shall be an ordained minister of the Unitarian Universalist Association, or in preparation for such affiliation.

b. The Minister shall serve for an indefinite term.

c. The Minister shall attend meetings of the Board and the Councils as a nonvoting member whenever possible, and shall be free to express opinions and make suggestions on all topics being considered.

d. The Minister shall serve as an ex officio member of committees as specified in the Policy and Procedures Manual, and shall also be free to attend, without vote, meetings of any committee.

e. The Minister shall serve as the supervisor of paid staff.

Section 3. The Minister's employment contract, negotiated by the Board shall note, in detail: duties, compensation agreed upon, and all other perquisites, emoluments, and any other matters agreed upon by the Minister and the Board, and shall be ratified by majority vote of the members present at a duly convened meeting of the Fellowship before it is delivered to the Minister elect for signature. Among its other provisions, the contract shall require that the Minister give at least a three-month written notice before terminating the contract.

Section 4. The dismissal of a Minister shall require a majority vote of the members present at a duly convened meeting of the Fellowship. The vote shall be by written, secret ballot.

a. The duties of the Minister shall cease immediately upon the affirmative vote for dismissal, except for such transitional duties as may be mutually agreed upon by the Minister and the Board.

b. The salary and benefits of the Minister shall continue for a period of not less than three (3) months from the date of the affirmative vote for dismissal.

ARTICLE X. POLICY AND PROCEDURES MANUAL

Section 1. The Board of Directors shall ensure that the information necessary for the maintenance of the Policy and Procedures Manual is provided to the Secretary, including the following:

a. All general policy decisions of the Fellowship and the Board.

b. Detailed job descriptions for all officers, directors, paid staff, and other officials.

c. List of standing committees and charges.

Section 2. A current and complete copy of this manual shall be available at the
Fellowship for reference by the membership.
Section 3. This manual may be modified with Board approval.

ARTICLE XI. NEWSLETTER

Section 1. A newsletter shall be published periodically, and it shall be the official medium of communication between the Board and the membership. This newsletter shall be distributed to all members and such other persons as the Board deems advisable.

Section 2. The newsletter shall contain all written notices to the membership as required by the By-laws, such news of the Fellowship activities as the Board deems desirable, and a summary of each Board meeting.

ARTICLE XII. USE OF FELLOWSHIP NAME

Section 1. Use of the Fellowship name as a sponsor of an outside event shall require approval by the board of Directors. Section 2. Use of the Fellowship name in support of a statement of conscience or belief, or any statement which suggests it is the view of the of the Fellowship as a whole, shall require approval by the affirmative vote of two-thirds of the members present and voting at a duly called meeting of the Fellowship. Section 3. When making public statements of their personal beliefs or opinions, ordained ministers may use the Fellowship name to identify themselves.

ARTICLE XIII. RESTRICTIONS

In case of dissolution, disbanding, or cessation of operation of this Fellowship for three consecutive years, all assets shall revert to the Unitarian Universalist Association, or such other associated agencies as the Fellowship may desire.

ARTICLE XIV. AMENDMENTS

These By-laws may be amended or repealed at any meeting of the Fellowship by a two-thirds vote of a quorum of the members. Notice of any proposed change shall be included in the written notice of the meeting distributed at least two weeks prior to the meeting.