ARTICLE I — NAME AND ORGANIZATION
This membership shall be known as the Unitarian Universalist Fellowship of McMinnville, hereinafter referred to as the “Fellowship” or “UUFM”.
ARTICLE II — TERM OF THESE BYLAWS
These Bylaws define the organization and ground rules for operating the organization of the Fellowship.
ARTICLE III – PURPOSE OF THE FELLOWSHIP
Section 3.1 Basic Values
We unite in fellowship to foster spiritual values rooted in tolerance and individual freedom of belief as articulated in the Principles and Purposes of the Unitarian Universalist Association, and through the unity of this fellowship, to give expression to these convictions. We welcome all people regardless of race, class, physical ability, sexual orientation, gender identity or religious affiliation.
Section 3.2 Purpose
Our goal is to create a forum for Unitarian Universalist fellowship, for child and adult religious education, and for social and community action and support.
Section 3.3 Leadership
The Fellowship will be led and run by the membership, with or without a minister, and with support from nearby UU churches, the Pacific Northwest District and the UUA.
ARTICLE IV — MEMBERSHIP
Section 4.1 Method of Joining
Any person 16 years or older may become a member of the Unitarian Universalist Fellowship of McMinnville (UUFM) by:
- Signing the membership book kept by the Secretary;
- Conducting one’s activities and working for UUFM according to the seven UU Principles;
- Contributing financially annually, as able; and
- Actively participating, as able, by devoting time and energy to activities necessary to initiate and sustain our Fellowship.
Section 4.2 Rights and Duties of Membership
Only members of the Fellowship may:
- Participate in voting and elections,
- Serve as members of the Board of Directors, Chairpersons of other committees, and delegates of the Fellowship at meetings of the Pacific Northwest UUA District or the Unitarian Universalist Association.
Section 4.3 Termination of Membership – Voluntary
A member who leaves Oregon to reside elsewhere permanently shall no longer be considered a member unless they request in writing that their name remains on the membership roll. A person may withdraw from membership at any time by providing written notice to one of the Board members of such withdrawal.
Section 4.4 Termination of Membership – For Cause
The Board of Directors shall have the power to terminate the membership of any member:
- Whose conduct the Board of Directors deems to be illegal, disruptive, or unsafe to the membership. Such person shall be given reasonable notice of the proposed action, the reason(s) for it, and an opportunity for a Board of Directors hearing prior to a vote by the Board of Directors to terminate membership. A motion for termination of membership which is seconded shall require an affirmative vote of two thirds of the Board of Directors to pass.
- Who is inactive for at least 18 months (for example, not attending UUFM services and activities). Such person shall be given reasonable notice of the proposed action. An inactive member may be reinstated to full membership by the Board upon resumption of active participation.
Section 4.5 Membership Roll
The official roll of members shall be maintained by the Membership Committee in consultation with the Board and shall be updated on a quarterly basis for internal uses.
ARTICLE V — DENOMINATIONAL AFFILIATION
Section 5.1 Affiliation with the UUA
The goal of this Fellowship is to remain a member of the Unitarian Universalist Association (UUA) and thereby, a member of the Pacific Northwest District (PNWD) of the Unitarian Universalist Association.
Section 5.2 Tax Exempt Status
The Board of Directors applied for and received tax-exempt status from the Internal Revenue Service effective February 25, 2008.
ARTICLE VI — MEMBERSHIP MEETINGS
Section 6.1 Quorum
At all meetings of the membership where votes are to be taken, a minimum of 25 percent of the total membership shall be in attendance at each meeting to constitute a quorum. The Secretary and Treasurer, or their designate(s), in consultation, are responsible for establishing the number of members required for any quorum of the membership. In cases involving calling or dismissing a called minister or buying or selling real property, a quorum shall consist of 50 percent of the total membership at such meeting.
Section 6.2 Annual Meeting
There will be an Annual Meeting of the members held no later than the last day in May of each year which will include, at a minimum, the following business items:
- Election of new Board members.
- Approval of the next year’s budget, as approved by the Board of Directors.
- Annual presentation of Committees as requested by the Board of Directors.
- Election of new members of the Nominating Committee.
Section 6.3 Special Meetings
A special meeting of the membership may be held in addition to the Annual Meeting. Special meetings may be called by the Board of Directors, or upon written petition of not less than 25 percent of the membership, presented to the Chair or Co-Chairs of the Board of Directors. The agenda for a special meeting will be limited to matters identified in the written or email notice of the meeting. The time of a special meeting shall be determined by the Board of Directors, but such meeting shall be held within thirty days of delivery of a petition or notice by the Board of Directors.
Section 6.4 Notice and Location of Meetings
All meetings of the Fellowship shall be held at a place designated by the Board of Directors. Notice of meetings of the Fellowship shall be given to members by surface or electronic mail at least 14 days prior to the time of the meeting. The notice of all meetings shall contain the agenda. If extreme emergency prevents this ten-day notice, every effort will be made to contact all members as quickly as possible.
Those who are not members of UUFM shall be welcome at all meetings, and shall be given the courtesy of the floor, but they may not vote or make motions.
Section 6.5 Voting and Absentee Ballots
Only members of the Fellowship who have been members for at least thirty days may vote at a meeting of the Fellowship. An absentee proxy ballot is allowed, except in the following cases:
- Determining the existence of a quorum
- Making a motion to adjourn
- Hiring or dismissing a Minister
- Buying or selling real property
Absentee proxy ballots must be received by the Board of Directors prior to or at the meeting. If the ballot wording is changed during the meeting, the absentee ballots will no longer be valid.
ARTICLE VII — PARLIAMENTARY AUTHORITY
The business of the Fellowship shall be conducted in general accordance with “Robert’s Rules of Order.”
ARTICLE VIII – BOARD AND COMMITTEES
Section 8.1 Board of Directors
The Board of Directors shall consist of seven directors who shall have administrative, financial, and operational responsibility for implementation of the approved purposes, budget, programs and day-to-day business of the Fellowship.
Section 8.2 Composition of the Board of Directors
The Board of Directors shall be elected from among the general members. The seven voting directors comprising the Board shall include a Chair and Vice-Chair, or two Co-Chairs, Secretary, a Treasurer and three other, non-officer members who will serve as liaisons to other committees. Any outgoing Chair or Co-Chair of the Board of Directors whose term on the Board of Directors has expired shall serve an additional year on the Board of Directors as an ex-officio non-voting member.
Section 8.3 Executive Committee
There shall be an Executive Committee composed of the Chair and the Vice-Chair, or the Co-Chairs, and one other Board of Directors member, as designated by the Chair or Co-Chairs. This Committee shall have power to act as the whole Board of Directors between meetings only in case of emergency. Meetings of the Executive Committee shall be held on the call of the Chair or a Co-Chair, or, in their absence, the Vice-Chair. If either the Chair, or either Co-Chair, or the Vice-Chair is unable to participate, then the Treasurer will join the Committee. Issues coming before this committee shall be resolved by a majority vote of the Executive Committee members. Minutes of any Executive Committee meeting shall be published to the membership. All decisions of the Executive Committee are subject to review and ratification by the full Board of Directors at its next regular meeting. All decisions voted on by email must be ratified by the Board of Directors at the next scheduled meeting.
Section 8.4 Council of Former Chairs and Co-Chairs
The Council of Former Chairs and Co-Chairs, composed of former Chairs and former Co-Chairs of the Board of Directors not currently serving on the Board, shall be consulted to obtain non-binding advice and perspective to the Board of Directors or membership regarding issues and proposed decisions which involve important changes to the organization of the Fellowship. The Council shall have the option of providing written and verbal recommendations to the Board, upon its own initiative. These recommendations shall be entered into the Board meeting minutes.
Obtaining advice from this committee is a requirement before any significant organizational change can be made, including, but not limited to:
- Changes to the Bylaws;
- Reorganization or elimination of committees;
- Change of facility or location of meetings.
Section 8.5 Nominating Committee
The Nominating Committee (a standing committee) shall be elected by the general membership to two-year terms, with half the members of the committee elected at each Annual Meeting. Members of the Nominating Committee may not be appointed by the Nominating Committee as candidates for the Board of Directors. See Article XI below for details of the election process.
Section 8.5.1 Composition of the Nominating Committee
The Nominating Committee will be elected from among the general members and composed of four members and two alternates, with two members and one alternate elected each year.
Section 8.5.2 Nominating Committee Duties
The Nominating Committee shall:
- Prepare a list of qualified nominees for Board officers and at-large positions to be filled by election at the annual business meeting
- Prepare a list of competent nominees to replace outgoing members of the Nominating Committee, again to be filled by election at the annual business meeting
- Recommend to the Board, upon request, qualified persons to fill vacancies which may arise from time to time on the Board
- Select two non-Board members to conduct the annual audit of the UUFM finances
Names of all persons nominated by the committee shall be sent to all members of the Fellowship with the notice of the annual meeting. At the annual meeting, nominations for the Nominating Committee and for officers and at-large positions on the Board may also be made from the floor. No person shall be nominated without their consent.
Section 8.6 Other Committees
Other committees of the Fellowship shall be designated or approved by the Board of Directors.
ARTICLE IX – ROLES AND DUTIES OF THE BOARD
Section 9.1 Assumption of Duties
The members of the Board of Directors elected at the Annual Meeting of the members shall assume their duties at the first meeting of the Board in July and serve their prescribed terms, or until the election or appointment of a successor to their position.
Section 9.2 Board of Directors Responsibilities and Authority
The Board of Directors shall have the general charge of the property of the Fellowship and the conduct of its affairs, provided however, that the membership shall approve all contracts relating to the purchase or sale of real property and non-routine expenditures in excess of $1,000. In an emergency, the Board of Directors, by unanimous vote, may authorize a larger expenditure for a non-routine purpose. It will be responsible for maintaining our status as a member of the Unitarian Universalist Association.
Section 9.2.1 Committees
The Chairs of all standing committees, excluding the Nominating Committee, shall be approved by the Board of Directors.
Section 9.2.2 Delegates to Conventions and General Assembly
The Board of Directors shall approve individual(s) serving as delegates to any UUA General Assembly or Council. These appointments will be part of the Board of Directors minutes and will be announced to the general membership at least two weeks prior to the Assembly or Council.
Section 9.2.3 Policies and Procedures
There shall be a manual of Policies and Procedures, approved and maintained by the Board of Directors.
Section 9.3 Chair or Co-Chairs of the Board of Directors
The Chair or a Co-Chair of the Board of Directors shall preside at all business meetings of the membership and the Board of Directors. Co-Chairs shall share the duties of the Chair, as determined by the two individuals and stated UUFM policy. Upon approval of the board, the Chair or a Co-Chair shall be authorized to sign contracts, deeds, mortgages, agreements, or other written instruments required to carry out the business of the Fellowship.
Section 9.4 Co-Chair or Vice-Chair
The Vice-Chair or remaining Co-Chair shall assume the duties of the Chair during any period of temporary absence or incapacity of the Chair or the other Co-Chair. In the event of death or resignation of the Chair or a Co-Chair, or in the event of their incapacitation, as determined by majority vote of the Directors (excluding the Chair or affected Co-Chair) attending a duly convened meeting of the Board of Directors, the Vice-Chair or remaining Co-Chair shall succeed to the Chair.
Section 9.5 Secretary
The Secretary shall keep accurate written records and minutes of proceedings at all meetings of the Fellowship and the Board of Directors and shall be the custodian of all Fellowship records other than financial records.
Section 9.6 Treasurer
The Treasurer shall be elected to a two-year term and be responsible for oversight for all financial activity including but not limited to: collections, deposit and disbursement of funds, maintenance of accurate financial records and policies as approved by the Board of Directors, and financial reporting to the Board of Directors and membership as required. The Treasurer is also responsible to collaborate with the Finance Committee in preparation of an annual budget and obtaining the approval of the Board of Directors of such budget prior to the Annual Meeting. The past treasurer will continue as a mentor to the new treasurer for one year.
Section 9.6.1 Checks
All checks over $500 written on accounts opened by the Fellowship will be co-signed by the Treasurer and by the Chair or Vice-Chair of the Board of Directors, or their designee.
Section 9.7 Removal from Office
A member of the Board of Directors who misses three consecutive meetings of the Board of Directors may be discharged from the office by majority vote at a regular meeting of the Board of Directors. A member of the Board of Directors may also be removed from the Board of Directors for breach of trust or gross misconduct by a vote of two thirds at a regular meeting of the Board of Directors. Any member so removed may not serve on the Council of Former Chairs and Co-Chairs.
Section 9.8 Terms of Office
The term of office for members of the Board of Directors shall be two years. Officers of the Board of Directors shall be elected directly at the Annual Meeting, with a one-year term for the Chair or Co-Chairs, Vice-Chair and Secretary, and a two-year term for the Treasurer. Board member terms shall be staggered so that no more than four members’ terms expire each year.
Section 9.9 Limitations of Terms of Office
Members of the Board of Directors are limited to two consecutive terms, meaning four years of service, plus the unexpired portion of any term to which a member may be initially appointed by the Board of Directors. The four officer positions are also limited to two consecutive terms, meaning two years of service. They can be elected to other positions after their term but must be off the board for at least two years before being elected a third time to the same position.
Section 9.10 Surety Bond
All officers and employees shall be under surety bond to the Fellowship at its expense, if deemed necessary by the Board of Directors.
ARTICLE X – BOARD OF DIRECTORS MEETINGS
Section 10.1 Regular Meetings
The Board of Directors will meet monthly (the “regular Board of Directors meeting”), or more frequently as the members of the Board of Directors decide. All Board of Directors meetings shall be open to the members of the Fellowship.
Section 10.1.1 Virtual Meetings of the Board of Directors (BOD)
The Chair or a Co-Chair may convene a “virtual” meeting of the BOD between regularly scheduled Board meetings if it is deemed necessary to decide specific issues of extreme urgency. These meetings will be conducted using e-mail, phone or other electronic format.
A quorum shall consist of a majority of the existing BOD members. Approval of proposals shall require the consent of at least three-quarters (¾) of the members participating in the special meeting. If a majority of the Board feels that a solution cannot be concluded via e-mail, phone or other electronic format, the Chair, or a Co-Chair, may elect to convene a special “live” meeting of the Board. At these special “in-person” meetings, the usual rules regarding quorum and voting will apply. All interim decisions are subject to review and ratification by the full Board of Directors at its next regular meeting.
Section 10.2 Quorum
A quorum of the Board of Directors shall consist of a majority of the existing members of the Board of Directors.
Section 10.3 Minutes
All meetings of the Board of Directors shall have minutes produced and promptly published and where possible, these minutes will be made available on the website. In particular, the minutes of any meeting that includes a vote of the Board of Directors will record the information about the vote, including, but not limited to the following: a) the motion as seconded or amended; b) the vote count, including Yeas, Nays and Abstentions. All minutes of the Board of Directors meetings and financial records of the Fellowship, except for the records of individual pledges and contributions received, may be inspected by members at any reasonable time.
Section 10.4 Audit
An audit of the financial records shall be conducted during the first quarter after the end of each fiscal year by two members of the Fellowship, as selected by the Nominating Committee. Any change in this procedure requires a majority vote by the Board of Directors.
ARTICLE XI – ELECTIONS
Section 11.1 Determining and Announcing the Outcome of an Election
In any election, only members may vote, and balloting will be secret. The votes will be counted by two members who are not candidates. The results will be announced to the members prior to the close of the election meeting. In addition, the outcome of an election will be sent to the membership via mail or email.
Section 11.2 Subsequent Annual Election Meetings
Each May, there shall be a ‘special Annual Meeting’ called by the Board of Directors to hold elections for the next Board of Directors and Nominating Committee, as stipulated below.
Section 11.3 Nominations
The Nominating Committee shall present to the annual election meeting with one or more candidates for the Chair or Co-Chairs, for Vice-Chair (if applicable), for Secretary and, on alternate years, for Treasurer, as well as for each remaining vacancy on the Board of Directors. The Nominating Committee shall also present two candidates for the next Nominating Committee and one alternate. Nominations for any vacancies on the board may be made from the floor.
Section 11.4 Election Process
At the Annual Meeting, the membership will select the following by majority vote: the Chair and the Vice Chair or Co-Chairs, the Secretary, the Treasurer (on alternate years) as well as members to fill any remaining vacancies on the Board of Directors. Two Nominating Committee members and one alternate shall also be elected by majority vote. The Nominating Committee shall select its own Chair from among those elected.
Section 11.5 Vacancies
Upon a vacancy in any elected Board position prior to the expiration of a term of office the Nominating Committee will nominate a candidate to fill the vacancy. This candidate will be installed to fill the vacancy upon a majority vote of the Board of Directors. The term of a new Director filling a vacancy created prior to the expiration of a term shall be that of the Director creating the vacancy.
ARTICLE XII – MINISTER
Section 12.1 Called Minister
Section 12.1.1 Qualification
The called Minister shall be fellowshipped by the Unitarian Universalist Association or be undertaking active participation in a preparatory program for such fellowship.
Section 12.1.2 Selection Process
The authority to call a minister is vested exclusively in the Fellowship as a whole. This authority can be exercised only in a duly called Fellowship meeting. If the Fellowship desires to call a minister, a Ministerial Search Committee shall be elected by the Fellowship to conduct the search and recommend a candidate to the Fellowship. The Board, upon the advice of the Search Committee and with the concurrence of the candidate, shall recommend to the membership a proposed contract or letter of agreement between the minister and the Fellowship. The Board shall call a special Fellowship meeting to call the minister and approve the contract or letter of agreement. Voting shall be by secret ballot. Election and approval shall be by at least ninety (90) percent of the members present and voting. Quorum for the election shall be fifty (50) percent of the members.
Section 12.2 Contract Minister
Section 12.2.1 Qualification
The contract Minister shall be fellowshipped by the Unitarian Universalist Association or be undertaking active participation in a preparatory program for such fellowship.
Section 12.2.2 Selection Process
A contract minister is hired under a limited contract of specific length, one year or more but less than five. A minister search committee is organized to recruit and interview candidates, but the contract offer is subject to the approval by the Board and congregation. The board shall call a special Fellowship meeting to vote on offering the contract. Voting shall be by secret ballot. Election and approval shall be by at least ninety (90) percent of the members present and voting. The quorum shall be fifty (50) percent of members. At the end of the contract period, a contract may be renewed, subject to the mutual agreement of the minister and Board, and subject to two-thirds (2/3) approval of the members present and voting. Quorum for the renewal vote shall be fifty (50) percent of the members.
Section 12.3 Minister Participation
The Minister shall be a non-voting ex-officio member of the Board. The Minister shall bring to the attention of the Board, Committee on Shared Ministries, and other committees all matters that seem pertinent to the general welfare of the Fellowship and shall make recommendations as appropriate. However, the decision in matters of policy and procedure shall remain with the Board of Directors.
Section 12.4 Freedom of Expression
The Minister shall have freedom of the pulpit. The minister shall have the freedom to express their opinions outside the pulpit but shall not represent the Fellowship without authorization from the Board of Directors.
Section 12.5 Dismissing a Minister
A called or contracted Minister’s services may be terminated by a two-thirds (2/3) vote by secret ballot of those present and voting at a Special Meeting of the Fellowship. Such a Meeting may be called by the Board or upon written petition of thirty (30) percent of the members. The quorum for such meeting shall be fifty (50) percent of members. Notice for such a Meeting shall be 14 days. If the Fellowship votes to terminate the services of the Minister, two (2) months’ notice shall be given, except if the Board and Minister mutually agree to a shorter period of time.
Section 12.6 Resignation of a Minister
Should the Minister resign, two (2) months’ notice must be given, except if the Board and Minister mutually agree to a shorter period of time.
ARTICLE XIII — FISCAL YEAR AND BUDGET ALLOCATION
13.1 Fiscal Year
The fiscal year of the Fellowship will run from July 1st to June 30th.
13.2 Budget Allocation
A budget allocating funds for each fiscal year shall be prepared by the Finance Committee, reviewed and approved by the Board, and voted on by the Fellowship members at the annual business meeting. The budget may not exceed the anticipated income. A budget is adopted by a simple majority vote of the voting members present at the meeting. Once a budget is approved, the Board may authorize and expend the funds as budgeted. The Board may adjust funds within the budget to meet the changed conditions.
13.2.1 Reserve Fund
A Reserve Fund shall be established consisting of surplus funds allocated for the purpose of providing a margin of safety in meeting emergency needs, as further defined in the policy manual.
13.2.2 Building Fund
A Building Fund shall be maintained consisting of surplus funds allocated for the purpose of buying, selling, leasing, or renting real property.
ARTICLE XIV — INDEMNIFICATION OF BOARD OF DIRECTORS MEMBERS AND OFFICERS
Officers and members of the Board of Directors of the Fellowship shall be indemnified by the Fellowship as set forth in the Articles of Incorporation of the Fellowship.
ARTICLE XV — AMENDMENTS
These Bylaws may be amended at a meeting of the membership by a two-thirds vote of those members present and voting at an Annual or Special Meeting at which a quorum is present, provided that proposed amendments to these Bylaws shall be submitted to the members by surface or electronic mail at least 30 days prior to the meeting. The notice will include the date and place of an open meeting to discuss the proposed changes.
ARTICLE XVI — DISSOLUTION
Upon dissolution of the Fellowship and after provision is made for all of its liabilities, its net assets shall be transferred to the UUA in accordance with the provisions of the Articles of Incorporation.
ADOPTION
These bylaws must be approved by at least a two-thirds majority of all members present at a properly called meeting. In addition, the quorum at such a meeting must be at least 25 percent (25%) of the Fellowship’s entire membership.
If accepted by the Fellowship, these bylaws will supersede any previous bylaws.
Date of Adoption: December 6, 2020