By-laws of the Council of Christian Churches Within the Unitarian Universalist Association
Section 1. Name, Purpose, Location, Seal and Fiscal Year
- Name. The name of this Association is the Council of Christian Churches Within the Unitarian Universalist Association.
- Nature and Purpose. This organization (“the Council”) is an unincorporated association of churches and fellowships within the Unitarian Universalist Assocation cooperating to promote, safeguard and deepen Christian witness as it is found among churches affiliated with the Unitarian Universalist Assocation.
- Location. The principle office of the Council shall be in the Commonwealth of Massachusetts as designated from time to time by the Trustees.
- Seal. The Trustees of the Council may adopt and alter an official seal of the organization.
- Fiscal Year. The fiscal year of the Council shall end on December 31 in each year unless the Trustees shall change the fiscal year.
Section 2. Members
- Eligibility. The eligible membership of the Council shall consist of churches or fellowships which are recognized as memebrs of the Unitarian Universalist Assocation under the by-laws and rules promulgated by that organization. The term “member” shall include state or regional conventions of churches when so recognized by the Council.
- Classes of Membership. There shall be two classes of membership in the Council: a class of permanent members and a class of general members. An eligible church or fellowship may choose either class of membership.
- Permanent Members. A church or fellowship becomes a permanent member of the Council by virtue of a congregational vote indicating a willingness to participate in and to support the activities and goals of the Council.
- Lapse or Termination of Permanent Members. The Trustees of the Council are empowered to develop rules by which a permanent membership may lapse through failure to support or be active in the work of the Council. A permanent member may terminate its membership through a congregational vote expressing that desire.
- General Members. A church or fellowship becomes a general member of the Council by a vote of the congregation or its governing board to send a delegate or delegates to the Annual Meeting of the Council in Convocation.
- Registration of General Members. The Trustees of the Council are empowered to issue rules or guidelines regarding the process of registration for general members of the Council.
- Fees. The Trustees of the Council shall assess registration fees for members, shall adopt dues or suggested levels of support for Council activities expect from the membership, and in any other way provide for the financial health of the Council.
- Tenure. Apart from any restrictions imposed under § 2.4 or 2.7 of these by-laws there shall be no limit to the term of permanent members of the Council. The term of a general membership shall extend to the next duly called Annual Meeting of the Council in Convocation.
- Powers and Rights. In addition to the right to elect Trustees as provided in § 3.3 and 3.4 of these by-laws and other such powers and rights as are vested in them by law or through these by-laws, the members shall have such other powers and rights as the Trustees may designate.
- Powers and Rights Between Membership Classes. Apart from the differences enumerated in § 2.3-2.6 and 2.8 there shall be no distinction between general and permanent members of the Council, and except where otherwise limited, the term “member” or “membership” shall refer to both general and permanent members.
- Annual Meeting. The Annual Meeting of the members of the Council, referred to as the “Convocation”, shall be held on the first or second Saturday of October, or on such other date as may be fixed by the Trustees, and shall be held at such a time and place as shall be fixed by the Trustees.
- Special Meetings. Special meetings of the members of may be held at any time and place within the United States or Canada. Special meetings of the members may be called by the Chairperson or by the Trustees, and shall be called by the Clerk or in the case of death, absence, incapacity, or refusal of the Clerk, by any other officer, upon written application of three members.
- Notice of Meeting. A written notice of each meeting of members, stating the place, date and time and the purposes of the meeting, shall be given at least thirty (30) days before the meeting to each member entitled to vote thereat by leaving such notice at the delegate’s residence or usual place of business and at the church office of each member church or fellowship, or by mailing it, postage paid, addressed to the member church or fellowship as that address appears in the records of the Council. Whenever notice of a meeting is required, such notice need not be given to any member, if a written waver of notice, executed by such member before or after the meeting, is filed with the records of the meeting.
- Quorum. At any meeting of the members a majority of the members(whether present in person or duly represented) entitled to vote on action proposed at the meeting shall constitute a quorum, except when a larger quorum is required by law, or these by-laws. Any meeting may be adjourned to such a date or dates after the first session of the meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
- Action by Vote. Each member shall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by members present in person or duly represented shall decide any question, including election to any office, unless otherwise provided by law or these by-laws. State or regional conventions which are members of he Council (as described in paragraph 2.1) shall have the right of vote only when fewer than all of the member churches of the Council represented by such a convention are present or have voted by proxy.
- Proxies. Members may vote either in person or by written proxy dated not more than six months before the meeting named therein, which proxies shall be filed before being voted with the Clerk or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.
Section 3. Board of Trustees
- Name. The Board of Trustees shall also be known as the “Coordinating Committee” of the Council.
- Powers. The affairs of the Council shall be managed by the Trustees who shall have and may exercise all the powers of the Council, except those powers reserved to the members by law or these by-laws.
- Election and Enlargement of the Board.
- a. The number of Trustees shall be determined by majority vote of the Board of Trustees; provided, however, that there shall not be fewer than three Trustees; and provided, further, that in the absence of affirmative determination, the number of Trustees shall be the same as the number last previously determined. The Board of Trustees shall be elected by the members at the annual meeting or at any meeting held in place thereof as hereinbefore provided. The Board of Trustees may be enlarged by the members at any meeting or by vote of a majority of the Trustees then in office. A Trustee may, but need not be, a member of a member church or fellowship of the Council.
- b. Notwithstanding the forgoing, at the annual meeting or at any meeting held in place thereof at which there by-laws shall be finally adopted by the members (“the Effective Date”), the Trustees shall be classified, with respect to the time for which they severally hold office, into two (2) classes, as nearly equal in number as possible, the term of office of those of the first class (Class I Trustees) to continue until the first annual meeting following the “Effective Date” and until their successors are duly elected and qualified, the term of office of those of the second class (Class II Trustees) to continue until the second annual meeting following the Effective Date and until their successors are duly elected and qualified, and thereafter, at each annual meeting of the Council the successors to the class of Trustees whose term expires at that meeting shall be elected to hold office for a term continuing until the annual meeting held in the second year following the year of their election and until their successors are duly elected and qualified. In case the Board of Trustees shall be enlarged at any time, the Trustees then in office, by majority vote, shall designate the class of Trustees to which the person who is elected to fill the vacancy created by the enlargement shall serve.
- Term of Office. Each Trustee shall hold office for the term of the class to which that Trustee is elected and until a successor is elected and qualified, or until the Trustee sooner dies, resigns, is removed or becomes disqualified.
- Committees. The Trustees may elect of appoint one or more committees to carry out the work of the Council. Such committees will make a report at each regular meeting of the Trustees and at the annual Convocation. The members of any committee shall remain in office at the pleasure of the Trustees. Members of such committees may, but need not be, a member of a member church or fellowship of the Council.
- Standing Committees. The following standing committees shall be appointed by the Trustees and function according to § 3.5 of these by-laws:
- A. Seminarian Committee
- B. Settlement Committee
- C. Religious Education Committee
- D. Planning Committee
- E. Nominating Committee
- The Trustees shall be responsible for defining the scope and work of each committee.
- Regular Meetings. The Trustees shall meet annually immediately following the annual meeting of the members. Other regular meetings of the Trustees may be held at such places and at such times as the Trustees may determine.
- Special Meetings. Special meetings of the Trustees may be held at any time and at any place when called by the Chairperson (or if there is no Chairperson, the Clerk) or by two or more Trustee.
- Notice of Meetings. Notice of the time and place of each meeting of the Trustees shall be given to each Trustee by mail at least five days or by telegram at least forty-eight hours before the meeting addressed to the usual or last known business or residence address of each Trustee or by telephone at least twenty-four hours before the meeting. Whenever notice of a meeting is required, such notice need not be given to any Trustee, executed by such Trustee before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law or these by-laws.
- Quorum. At any meeting of the Trustees a majority of the Trustees then in office shall constitute a quorum. Any meeting may be adjourned without further notice.
- Action by Vote. When a quorum is present at any meeting, a majority of the Trustees present and voting shall decide any question, including election of officers, unless otherwise provided by law or these by-laws.
- Action by Writing. Any action required or permitted to be taken at a meeting of the Trustees may be taken without a meeting if all the Trustees consent to the action in writing and the written consents are filed with the records of the meetings of the Trustees. Such consents shall be treated for all purposes as a vote at a meeting.
- Presence Through Communication Equipment. Unless otherwise provided by law, members of the Board of Trustees may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
Section 4. Officers
- Number and Qualification. The officers of the Council shall be a Moderator, Chairperson, Clerk and Treasurer, and such other officers, if any, as the Trustees may determine. The Council may also by action of the Trustees appoint agents or designate liaisons to represent the Council in ecumenical and inter-denominational contexts. An officer may, but need not be, a member of a member church or fellowship of the Council. A person may hold more than one office at the same time. If required by the Trustees, any office shall give a bond for the faithful performance of his/her duties in such amount and with such surety or sureties as shall be satisfactory to the Trustees.
- Clerk and Treasurer to be Considered As Trustees. The Clerk and Treasurer shall be considered Trustees of the Council and may exercise all powers accorded to the Trustees by law or under these by-laws. Their tenure as Trustees shall be coterminous with their term as Clerk or Treasurer, as the case may be. Such officers serving as Trustees shall be in addition to the Trustees selected under § 3.3 of these by-laws.
- Election of Chairperson, Treasurer and Clerk. The Chairperson, Treasurer and Clerk shall be elected annually by the Trustees at their first meeting following the annual meeting of the members. Other officers, if any, may be elected by the Trustees at any time.
- Tenure. The Chairperson, Treasurer and Clerk shall each hold office until the first meeting of the members and until his/her successor is chosen and qualified, and each other office[r?] shall hold office until the first meeting of the Trustees following the next annual meeting of the members unless a shorter period shall have been specified by the terms of his/her election or appointment, or is each case until he/she sooner dies, resigns, is removed or becomes disqualified.
- Election of Moderator. The Moderator shall be elected by the members meeting in Convocation. The Moderator shall preside over the meeting of the members in Convocation and serve in the capacity of Trustee until the Convocation next meets, at which time a new Moderator shall be elected by the members. A Moderator is eligible to serve successive terms.
- Chairperson. The Chairperson shall be the chief executive officer of the Council and, subject to the control of the Trustees, shall have general charge and supervision of the affairs of the Council. The Chairperson shall preside at meetings of the Trustees unless the Trustees shall otherwise determine.
- Clerk. The Clerk shall record and maintain records of all proceedings of the members and Trustees in a book or series of books kept for that purpose, which book or books shall be kept at the principle office of the Council or at the office of its Clerk and shall be open at all reasonable times to the inspection of any member. Such book or books shall also contain by-laws and names of all members and Trustees and the address of each. The Clerk may delegate the duties specified in this section to a recording secretary whom the Clerk may appoint and who may or may not be a Trustee.
- Treasurer. The Treasurer shall be the chief financial officer and the chief accounting officer of the Council. The Treasurer shall be in charge of the financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. The Treasurer shall also be in charge of its books and account and accounting records, and of its accounting procedures. It shall be the duty of the Treasurer to prepare or oversee all filings required by the Commonwealth of Massachusetts, the Internal Revenue Service and other federal and applicable state agencies. The Treasurer shall have such other duties and powers as designated by the Trustees or the Chairperson.
Section 5. Resignations, Removals, and Vacancies.
- Resignations. Any Trustee or officer may resign at any time by delivering such resignation to the Chairperson of the Board of Trustees at the principle office of the Council. Such resignation shall be effective upon receipt unless specified to be effective at some other time.
- Removals. A Trustee or officer may be removed with or without cause by a vote of a majority of the members. A Trustee or officer may be removed for cause by vote of a majority of the Trustees then in office. A Trustee or officer may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove such officer or Trustee.
- Vacancies. Any vacancy in the Board of Trustees, including a vacancy resulting from the enlargement of the Board, may be filled by the members or, in the absence of member action to fill such vacancy, by the Trustees by vote of the majority of the Trustees then in office. The Trustees shall elect a successor if the office of the Moderator, Chairperson, Treasurer or Clerk becomes vacant. Each such sucessor shall hold office for the unexpired term and in the case of the Moderator, Chairperson, Treasurer or Clerk until that sucessor is chosen or qualified or in each case until such officer sooner dies, resigns, is removed or becomes disqualified. The members and the Trustees shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
Section 6. Execution of Papers.
- In General. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Council shall be signed by the Chairperson or by the Treasurer.
- Binding Effect. Any reasonable instrument purporting to affect an interest in real estate, executed in the name of the Council by the Chairperson or Treasurer, shall be binding on the Council in favor of a purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provisions of the by-laws, resolutions or votes of the Council.
Section 7. Compensation; Personal Liability
- Compensation. Members and Trustees shall be entitled to receive for their services such amount, if any, as the Trustees may determine, which may include expenses of attendance at meetings. Members and Trustees shall not be precluded from serving the Council in any other capacity and receiving compensation for any such service.
- No Personal Liability. The members, Trustees and officers of the Council shall not be personally liable for any debt, liability or obligation of the Council. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Council, may look only to the funds and property of the Council for payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may be otherwise become due or payable to them from the Council.
Section 8. Amendments.
These by-laws may be altered, amended or repealed at any annual or special meeting of the members, notice of which shall specify the subject matter of the proposed alteration, amendment or repeal or the sections to be affected thereby, by vote of the members. These by-laws may also be altered, amended or repealed by vote of the Trustees then in office, except with respect to any provision thereof which by law or these by-laws requires action of the members. Not later than the time of giving notice of the meeting of members next following the amending or repealing by the Trustees of any by-laws, notice thereof stating the substance of such change shall be given to all members. Any by-law so altered, amended or repealed by the Trustees may be further altered or amended or reinstated by the members in the above manner.
Last revised: 16 November 1993 via Convocation XII
First adopted by Convocation XI, 3 October 1992