THEODORE PARKER UNITARIAN UNIVERSALIST CHURCH
BYLAWS
AS ADOPTED AND REVISED BY ANNUAL MEETING OF JUNE 9, 2013
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ARTICLE I. NAME
Article I Section 1. Legislated Name.
The legislated name of this church is Theodore Parker Unitarian Church Association.
Article I Section 2. DBA Name.
The doing-business-as (DBA) name of this church is Theodore Parker Unitarian
Universalist Church (hereafter also known as the Church).
ARTICLE II. STATEMENT OF PURPOSE
This Church is a self-governing religious society affiliated with the Unitarian Universalist
Association (UUA) and the Massachusetts Bay District of Unitarian Universalist
Churches or their successors. The Church is a spiritual community of families and
individuals organized to foster liberal religious values through worship, study, service,
and fellowship. We are a diverse religious community whose members have grown up in
many different religious traditions.
We are a Welcoming Congregation. We affirm and celebrate diversity, welcoming all
who seek truth in a spirit of tolerance, regardless of religious background, race, ethnicity,
economic circumstances, sexual orientation, gender identity or age.
We do not espouse a specific creed. We affirm and celebrate the strength that may come
from a dedication to spiritual questions and welcome all who are seekers of truth and who
are willing to participate in the free exchange of ideas and traditions in a democratically
organized fellowship.
ARTICLE III. MEMBERSHIP
Article III Section 1. Members and Friends.
The activities and actions of the Church are carried out primarily by two categories of
participants: Members and Friends.
Section 1A. Members.
Section 1A i. Members of the Church (Members) are defined as persons at
least 18 years of age who are in agreement with the purposes of the
Church, who agree to abide by these bylaws and who have signed the
Church’s official Membership Book.
Section 1A ii. Only Members are eligible to participate in congregational
votes and serve as Elected Officials and members of the Standing
Committee.
Section 1A iii. Membership duties and responsibilities are to participate in
the life of the Church and to support its financial needs as they are willing
and able.
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Section 1B. Friends.
In addition to its members this church relies on the active support of Friends
who choose not to become Members. Friends agree with the purposes of the
Church and to abide by these bylaws. Friends are not eligible to vote or be elected
as officers by may serve on and chair committees. Friends are otherwise
encouraged to support the Church as their interest and finances allow.
Article III Section 2. Membership List.
Section 2A. Maintenance of the Membership List.
Section 2A i. The Clerk and the Minister are responsible for maintaining
the official Membership List (Membership List). The Minister shall report
changes in the Membership List to the Clerk as they occur.
Section 2A ii. By the end of January of each year, the Clerk will submit a
list of the names which constitute the Members to the Standing
Committee, which will be used for determining the official Membership
List for reporting to the UUA.
Section 2A iii. The Membership List for determining a quorum for
congregational votes shall be the list of record as of the date of the posted
warrant. Concurrently, a summary of the changes from the prior
Membership List of record will also be provided to the Standing
Committee.
Section 2A iv. Any changes to the Membership List shall be duly recorded
in the official Membership Book in a timely manner by the Clerk or
Minister. Any committees established by the Standing Committee and
needing this information to carry out their responsibilities shall be notified
of the changes.
Section 2B. Resignation by a Member.
Any Member wishing to resign their membership may do so by informing
the Minister or the Clerk.
Section 2C. Absence as Resignation by a Member.
A Member who has been absent from the Church without expressing an
interest to remain a Member for three years will be considered to have
resigned membership in the Church. The Standing Committee shall ensure
that all appropriate outreach and contact occur in order to make this
determination.
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ARTICLE IV. ELECTED OFFICIALS AND ELECTIONS
Article IV Section 1. Elected Officials.
Only members of the Church may be Elected Officials (Elected Officials). Such Elected
Officials include the officers (i.e., Chair of the Standing Committee, Vice Chair,
Treasurer, and Clerk) as well as the members of the Board of Trustees, and the
Moderator. Further details of the responsibilities of these officials and committees are
found in Article V, below.
Article IV Section 2. Executive Committee.
The officers shall serve as the Executive Committee of the Standing Committee.
Article IV Section 3. Standing Committee.
The Standing Committee will be comprised of the Executive Committee and at least one
(1) and up to five (5) additional members for up to a total of nine (9) members. Members
of the Standing Committee shall serve a term of three (3) years. Members of the Standing
Committee shall serve no more than two consecutive terms. Should an elected Member of
the Standing Committee be unable to fulfill the entire term, another Member of the
church may be appointed by the Standing Committee to complete that Member’s duties
until the next election.
Article IV Section 4. Board of Trustees.
There will be three (3) members of the Board of Trustees who shall be elected for a term
of three years, with one (l) member to be elected each year at the Annual Meeting.
Article IV Section 5. Moderator.
A Moderator shall preside over the Annual Meeting and any Special Meetings of the
Church.
Article IV Section 6. Elections.
All Elected Officials and members filling vacancies on the Standing and Nominating
Committees shall be elected at the Annual Meeting. A Standing or Nominating
Committee member may be removed by a congregational vote.
ARTICLE V. COMMITTEES AND OFFICERS
Article V Section 1. Standing and Executive Committee Responsibilities.
Section 1A. Supervision and Management. Acting on behalf of the Church
Membership, the Standing Committee shall have supervision and management
of all the affairs and property of the Church, exclusive of the Trust Funds
managed by the Trustees, and shall have the authority to interpret these bylaws.
Section 1B. Establishment of Committees. The Standing Committee shall
determine the creation of committees and other working groups it deems
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necessary and shall provide them with the support needed to function as the
lifeblood of the Church. The Standing Committee shall provide all committees
and working groups with a written charge for their duties and responsibilities.
The Standing Committee and each committee shall be jointly responsible for
maintaining strong communication, providing mutual support, and
communicating with the Church Membership. They shall jointly maintain a list
of members of all committees and their record of service on said committee.
Duties, responsibilities, policies and procedures shall be documented by the
Standing Committee after consultation with each committee.
Section 1C. Financial Responsibilities.
Section 1C i. Internal Controls. The Standing Committee shall ensure
internal controls are established and maintained regarding church finances.
Section 1C ii. Review of Accounts. The Standing Committee shall appoint
one (1) person who shall review the accounts of the Treasurer and the Board
of Trustees, and shall report his/her findings at the Annual Meeting, and
make a recommendation to the Standing Committee about the need for
external review or audit of the accounts. Such person shall not be the Chair
of the Standing Committee, the Treasurer, a member of the Board of
Trustees, or a member of a committee that prepares the annual operating or
capital budgets.
Section 1C iii. Operating Budget. In advance of each Annual Meeting, the
Standing Committee shall review and recommend an operating budget for
presentation to the Church Membership at the Annual Meeting. The
budgeted expenses should not exceed anticipated income except when the
Standing Committee believes that unusual circumstances merit presenting a
deficit budget. Once the budget is approved, expenditures there under may
be made accordingly by the Standing Committee, other committees, and
designated Members and staff. The Standing Committee may reallocate
funds up to 5% of the annual operating budget or such amount as may be
determined by the Membership at an Annual or Special Meeting.
Section 1C iv. Capital Budget. In advance of each Annual Meeting or a
Special Meeting called for this purpose, the Standing Committee shall
review and recommend a capital budget to the Church Membership for
approval.
Section 1C v. Quorum.
A majority of the Standing Committee shall constitute a quorum. Meetings
of the Standing Committee are open to Members. The Standing Committee
may meet in executive session to discuss confidential or sensitive matters,
such as personnel matters or legal advice.
Section 1C vi. Filling Vacancies of Elected Officials.
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The Standing Committee shall fill such vacancies of Elected Officials as
deemed necessary until the next Annual Meeting of the Church
Membership.
Section 1C vii. Executive Committee.
The Executive Committee shall carry forward the program and plans of the
Church and the Standing Committee. When necessary between the meetings
of the Standing Committee, it shall exercise the powers and duties of the
Standing Committee. It shall report all action taken promptly to the Standing
Committee. It shall have such other powers and duties as the Standing
Committee shall assign.
Article V Section 2. Responsibilities of Elected Officials.
Section 2A. Chair of the Standing Committee.
The Chair of the Standing Committee shall be the chief executive officer of the
Church. S/he shall sign all contracts, deeds, mortgages and other instruments,
as approved by the Standing Committee, in the name of the Church.
Section 2B. Vice Chair of the Standing Committee.
The Vice Chair shall work closely with and assist the Chair in carrying out
his/her duties and shall be responsible for duties and responsibilities of the
Chair when s/he is not available due to illness, travel, or other compelling
reason.
Section 2C. Treasurer.
Section 2C i. Financial Responsibilities. The Treasurer shall have overall
responsibility for receiving funds and paying out all monies as set forth in
the approved budgets. The Treasurer may delegate some or all of his/her
duties to other qualified individuals or committees and shall so inform the
Standing Committee of such delegation in writing. The Standing Committee
may at any time modify in whole or in part such delegations, with notice of
any such modifications, to be by written notice to the Treasurer. The
Treasurer may be bonded in such amount and in such form as may be
approved by the Standing Committee.
Section 2C ii. Reporting Responsibilities. At the Annual Meeting of the
Church, and at such other times as the Standing Committee shall direct, s/he
shall report in writing the financial condition of the Church.
Section 2C iii. Maintenance of Church Books and Records. S/he shall have
custody of all legal papers or evidences of ownership of all property, real or
personal, except such as are held by the Board of Trustees. S/he shall
faithfully deliver to his/her successor in office all monies, books, accounts,
and evidences of property belonging to the Church that are in his/her
custody.
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Section 2D Clerk.
Section 2D i. Minutes of Meetings. The Clerk shall record the proceedings
of all Annual Meetings, Standing Committee meetings, and Special
Meetings of the Church, and shall make such minutes widely available to
the Members in a timely manner.
Section 2D ii. Membership List Maintenance. With the assistance of the
Minister and administrative staff, the Clerk shall maintain an accurate
Membership List.
Section 2D iii. Warrants for Meetings. S/he shall prepare the warrant for all
meetings and to this end shall include therein all matters proposed by the
Standing Committee, and also any matter proposed in writing by five (5)
Members and presented to him/her at least fifteen (15) days before the date
of the meeting.
Article V Section 3. Board of Trustees.
Section 3A. Financial Responsibilities.
The Board of Trustees shall have sole management of all trust funds,
endowments and permanent funds of the Church. It shall have sole authority
to represent the Church in all matters pertaining to such funds, to execute on
behalf of the Church all documents and legal papers pertaining thereto, to
invest, reinvest and change investments, and to foreclose mortgages and to
hold and transfer property, including real property, when such real estate is
included in the corpus of any trust or other fund under its control. It shall
insure that income from the funds is collected and delivered to the Treasurer
when the terms of the respective trusts shall permit.
Section 3B. Reporting Responsibilities.
At least annually for the Annual Meeting, or at such other times as the
Standing Committee shall request, the Board shall report in writing to the
Treasurer the financial condition of the funds in trust.
Section 3C. Maintenance of Church Books and Records.
The Board of Trustees shall keep a separate account for each fund under its
control, but may merge such funds for the purposes of investment if in its
discretion it deems it advisable to do so and the terms of the respective trusts
do not prevent such merging of funds. It shall have the power to employ
competent custodial and investment counseling services.
Article V Section 4. Nominating Committee.
Section 4A. Membership.
The Nominating Committee shall have up to four (4) members. The Chair of
the committee shall be the immediate past Chair of the Standing Committee
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and shall serve a one-year term. The other three (3) members shall be elected
at the Annual Meeting, each for a term of up to three (3) years, with initial
terms to be set so that ongoing Nominating Committee terms are staggered.
Members of the Nominating Committee will not serve more than one
consecutive three year term, but may fill a vacancy for less than a full term.
Vacancies on the Nominating Committee, including the Chair of said
committee, may be filled by the Standing Committee.
Section 4B. Annual Slate of Nominees.
The Nominating Committee shall consult and work closely with the Executive
Committee to identify and develop Church leadership. At the Annual
Meeting, the Nominating Committee shall submit to the Church Membership
a slate of nominees for:
 The Standing Committee including the Elected Officials.
 The Board of Trustees.
 Moderator.
 The Nominating Committee.
ARTICLE VI. MEETINGS
Article VI Section 1. Annual Meetings.
The Annual Meeting for the transaction of the business of the Church shall be held
between May 1 and June 15 of each year at a time and place to be set by the Standing
Committee. A written annual report shall be submitted to the congregation by all existing
committees and working groups.
Article VI Section 2. Special Meetings.
Special Meetings may be called by the Standing Committee at any time. Special
Meetings shall also be called upon the written request of 20% (twenty percent) of the
Membership of the Church within thirty days from the receipt by the Standing Committee
of such request.
Article VI Section 3. Warrants Giving Notice of Meetings.
A warrant containing the items of business to be considered at an Annual Meeting or
Special Meeting of the Church shall be posted by the Clerk at least ten (10) days,
including two Sundays, prior to the meeting. Posting of the warrant entails both
physically placing the notice on the Church sanctuary doors and digitally placing the
notice on the Church website. The Clerk shall return the warrant with his/her service of
notice endorsed thereon to the Moderator. In the absence of the Moderator, the Clerk
shall call the meeting to order, read the warrant, and preside until a Moderator protempore is chosen.
Article VI Section 4. Governing Rules of Parliamentary Procedure.
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At the Annual Meeting, or any Special Meeting, the rules for parliamentary procedure
contained in Robert’s Rules of Order shall govern in all cases to which they are
applicable, and in which they are not inconsistent with procedures adopted at a meeting
of the Church or with these bylaws.
Article VI Section 5. Voting Requirements to Conduct the Business of the Church.
a. Quorum. Thirty percent (30%) of the Members, as established by Clerk’s
official Membership List, shall constitute a quorum for the transaction of
business at any Annual or Special Meeting of the Church.
b. Absent Members.
Members absent from Annual or Special Meetings may submit a concise
written statement on any agenda matter, not more than one page in length and
including the specific reason why the Member is not present for the vote. The
statement will be communicated by the Clerk to Members at the meeting.
Members absent from Annual or Special Meetings are not allowed to cast a
vote.
Article VI Section 6. Statements for Public Venue.
A two-thirds (2/3) vote of the quorum of Members present and voting shall be required
for any issue, the result of which would be to register the sentiment of the Church in any
public venue. Such a vote must be preceded by at least one congregation-wide
explication from the Standing Committee, and may be taken at the Annual Meeting or a
Special Meeting called for the purpose of debating and voting on the issue.
ARTICLE VII. MINISTER
Article VII Section 1. Requirements for all Candidates for Minister.
To be eligible for election, a candidate for Minister must be enrolled in, or a graduate of,
a recognized theological school, or hold fellowship in the Unitarian Universalist
Association.
Article VII Section 2. Voting Requirements to Call or Dismiss a Minister.
A 90% (ninety percent) vote of the Members present and voting at the Annual or Special
Meeting of the Church shall be necessary to call a Minister. Voting shall be by secret
ballot. At least 25% (twenty-five percent) of the Membership List shall be required for
dismissal.
Article VII Section 3. Freedom of the Pulpit.
The Church shall maintain freedom of the pulpit.
Article VII Section 4. Ministerial Contract and Records.
The Minister shall be employed under the terms of a contract approved by the Standing
Committee. S/he shall keep a record of all dedications, marriages, funerals, baptisms and
other services performed by the Church during his/her ministry, such record to be the
permanent property of the Church.
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Article VII Section 5. Responsibilities toward Church Committees.
The Minister shall be a non-voting member ex officio of all committees of the Church,
including the Standing Committee. S/he may be asked by the Executive Committee to
absent him/herself from any Standing Committee meeting or congregational meeting of
the Church.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Church shall begin on July 1 of each year and end on June 30 of the
following calendar year.
ARTICLE IX. AMENDMENT
These bylaws may be amended by two-thirds (2/3) vote of the quorum of Members
voting at any meeting of the Church, provided that notice of the proposed amendment has
been included in the warrant for such meeting.
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