ARTICLE I General
A. The name of this church shall be the Unitarian Universalist Church of Long Beach, California (“Church”).
B. The religion of this Church is free, not creed bound; scientific, not dogmatic; spiritual, not traditional; universal, not sectarian. It stands for the realization of the highest moral and humanitarian ideals of the world’s noblest teachers and the cultivation and dissemination of the spiritual qualities of reverence, peace and love.
C. This Church is a non-profit religious corporation, organized solely for general religious, humanitarian, charitable and eleemosynary purposes.
D. This Church is affiliated with the Unitarian Universalist Association and the Pacific Southwest District of the Unitarian Universalist Association.
E. This Church is congregational in polity and solely and exclusively governed and controlled by the members of the congregation through their elected representatives.
F. The real and personal property of this Church shall be vested in the corporation.
G. This Church affirms and promotes the inherent worth and dignity of all people and will not knowingly discriminate on the basis of ethnicity, national origin, race, color, creed, gender, age, sexual orientation, disability, family structure, or marital status.
ARTICLE II Membership and Voting Qualifications
A. Membership: Membership in the congregation and membership in the corporation are one and the same, subject to the provisions of Section D below. Any person may become a member of this congregation upon completion of the following requirements:
(1) (a) Be at least sixteen years of age or
(b) be certified by the Minister of Religious Education or Lifespan Religious Educator to have completed a “coming of age” program approved by the Board of Trustees and to have completed the eighth grade; and
(2) Has participated with the congregation in worship or other organized religious activity of the Church for a period of four (4) weeks prior to signing the Membership Book; and
(3) Has agreed to meet with the Minister; and
(4) Has signed the Membership Book. Has read/heard and understands the Bond of Fellowship, Congregational Covenant, and Mission Statement.
(5) Has signed a pledge to support the Church with the commitment of the person’s presence, gifts and/or service.
B. Reviews of Membership Roll: The Clerk shall review the membership roll using procedures established by the Board of Trustees when census is required by the UUA, for determining voting eligibility, or for other purposes deemed necessary by the Board of Trustees.
C. No one shall act or speak in the name of the Church before any body or in public without specific approval of the congregation or the Board of Trustees.
(1) An organization, committee, officer, or group that is part of or affiliated with the Church may send delegates to the meetings of other organizations or may take stands on issues provided in each case it is clearly stated that the acts and/or stands are those of the organization, committee, officer, or group then acting and not of this congregation.
(2) Delegates to conferences or conventions at which this Church is entitled to be represented as an entity, whether denominational or otherwise, shall be designated in advance by the Board of Trustees or by the congregation. Such delegates may participate freely in the deliberation at conventions but may not make a statement binding this Church or purporting to commit this congregation unless expressly authorized to do so by the Board of Trustees or the congregation.
D. Voting Qualifications: All members of this congregation as defined above shall be eligible to vote in all elections and meetings of the congregation, provided
(1) They have been a member for 30 days on the date they propose to cast their votes, and
(2) They have responded to the last annual review of the membership roll, at least 48 hours prior to any meeting at which they propose to cast a vote.
E. Termination of Membership: Members shall be dropped from the roll by the Clerk and their membership terminated upon the occurrence of any of the following events:
(1) Their death.
(2) Receipt by Board Member or other officer of a written resignation.
(3) Failure of the members to respond to inquiries of the Clerk made to determine membership status; however, any member so terminated may within one calendar year of that termination reinstate his or her membership by written notice to the Clerk and shall be considered a continuing member with voting privileges forty-eight hours after receipt of the written notice by the Clerk.
ARTICLE III Church Meetings
A. Conduct of Meetings:
(1) The President of the Board of Trustees or a designee of the President shall convene a congregational meeting.
(2) As the first order of business at each congregational meeting, a voting member of the congregation shall be elected Moderator and shall preside at that meeting.
(3) Procedure shall be guided by Robert’s Rules of Order.
B. Annual Meeting: The Annual Meeting of this congregation and corporation shall be held on the fourth Sunday in April in the main Church building, or at such other time and place in April or May as shall be designated by the Board of Trustees and announced as set forth in Section D below.
(1) At the Annual Meeting, after the election of a moderator, the first item of business shall be the election of members of the Board of Trustees, and then the Clerk, to be followed by the other elected positions identified in these bylaws.
(2) The annual budget shall be adopted by the congregation at the Annual Meeting or at a meeting called for that purpose in the manner set forth in Section D below
C. Special Meetings:
- A special meeting of the congregation may be called at any time by the Board of Trustees.
- A special meeting shall be called and convened within one month by the President of the Board of Trustees after receipt of a written request signed by at least ten percent of members as ascertained at the last review of the membership roll.
(3) At such special meetings no business shall be conducted except that which is announced in the notice of meeting.
D. Notices of All Meetings:
(1) Notice of all congregational meetings shall be sent by the Clerk at least thirty days prior to the date of the meeting. An article in the Church newsletter sent to all members at least thirty days prior to the date of the meeting shall constitute a sufficient notice.
(2) Each congregational meeting, including the Annual Meeting, shall be announced from the pulpit at least two separate Sundays before the date of the meeting.
(3) The meeting notice shall specify the items to appear on the agenda of the congregational meeting.
(4) Any member wishing to place an item on the agenda for the Annual Meeting may do so by advising the President of the Board of Trustees, or the Clerk, fourteen days before the date of the meeting. If additional agenda items are added after the initial notification, then a second agenda will be sent.
E. Quorum: A quorum shall consist of fifteen percent of the voting members as ascertained at the last review of the membership roll. The Clerk shall rule on the question of quorum.
(1) All questions, except the calling of a minister and amendments to the bylaws shall be decided by a majority of those present and voting, a quorum being present.
(2) Candidates for vacancies on the Board of Trustees receiving the highest number of qualified votes for the respective vacancy shall be declared elected.
- All contested elections shall be by secret ballot.
G. Reporting: The Clerk shall keep or cause to be kept minutes of all congregational meetings. The full text of all motions, resolutions or other actions shall be submitted to the Board of Trustees for preliminary approval and appended to the minutes of the Board’s first meeting following the congregational meeting, to be made a permanent part of the records of the Church. The Clerk shall report all actions of such meetings in the Church newsletter.
H. Church Stands on Public Issues: If it is deemed desirable that the Church take a position on an issue of public controversy, a congregational meeting shall be called for the purpose of discussion and voting upon the position to be taken. The division of the members of the congregation voting on the question shall be publicized in addition to the result of the vote.
ARTICLE IV Church Organization
A. Officers: The officers of the Church and of the corporation are the President of the Board of Trustees, the Vice-President of the Board of Trustees, the Clerk, and the Treasurer. All officers must be voting members of the congregation.
B. The Board of Trustees: The Board of Trustees, which shall also be the Board of Directors of the corporation, shall consist of nine voting members of the congregation.
(1) Terms of Office:
(a) Members of the Board of Trustees shall serve terms of three years or until their successors are elected. The Trustees shall take office on June 1. Except as provided in sub-section (2) below, three Trustees shall be elected each year, at the Annual Meeting, and shall take office on June 1.
(b) Members of the Board of Trustees may not again be elected to a full three-year term until one year has elapsed since the end of their previous term, unless originally elected pursuant to sub-section (2) below.
(2) Reserved Duties of the Board of Trustees: The following duties are delegated and reserved to the Board of Trustees:
(a) It shall elect annually, at its first meeting following June 1, a President and Vice-President from among its own members.
(b) It shall conduct all business of the corporation in accordance with these bylaws and the laws of the State of California.
(c) It shall issue a call, arrange the salary and make any arrangements necessary to provide a minister for the Church, provided, however, that such minister must be specifically approved by the congregation at a meeting called for that purpose and the Board of Trustees shall be subject to any special directives contained in any resolutions adopted at such a meeting. The call shall be issued to a candidate selected by a Search Committee elected by the congregation, to obtain suitable candidates for the post.
(d) It shall review the performance of the Minister as agreed to by UUA standards or as defined in the written agreement between the Congregation and the Minister.
(e) It shall approve all organizations, committees, or groups of this Church, however self-contained in operation, or however closely affiliated with UUA organizations which must operate pursuant to the instructions and directions of the Board of Trustees.
(f) It shall provide authorization for any debt to be incurred or contracted by any individual or group in any way connected with the Church. The Church shall not be responsible for any debts incurred or contracted for in any other way.
(g) The Board of Trustees may elect to appoint an executive committee. Any action taken by the executive committee must be ratified by the full Board at its next meeting.
- It shall appoint or reappoint annually from among the membership of the Church a Historian. The Historian shall be responsible for such duties as the Board may designate and;
- Shall prepare a written report to the Annual Meeting in the form of a narrative history of the events of the previous year; and
- Shall collect and maintain such materials as are needed to preserve historical information about the Church.
(3) Delegable Duties of the Board of Trustees: The following duties can be delegated to others by the Board of Trustees:
- The supervision of personnel and employees of the Church and of the corporation, when they perform the work of such organizations, committees or groups of this Church in such manner as the Board may direct.
- The maintenance of a sub-treasury for the benefit of the particular organizations and shall designate the maximum balance which shall be permitted to exist in such sub-treasury. All sums in excess of the maximum balance authorized shall forthwith be turned over to the Treasurer of the congregation to be dealt with as may be instructed by the Board of Trustees.
- Vacancies on the Board of Trustees and Interim Elections:
(a) Any seat on the Board of Trustees or the office of Clerk shall be declared vacant upon the death or resignation of the holder thereof, or upon the failure of the holder to attend four consecutive meetings of the Board of Trustees.
(b) If such vacancy should occur within one month of the next Annual Meeting of the congregation, said vacancy shall be filled by election at the Annual Meeting of the congregation.
(c) If the vacancy should occur more than one month prior to the Annual Meeting of the congregation, the remaining Trustees shall appoint the new Trustee. Trustees appointed pursuant to this sub-section shall serve until the next Annual Meeting of the congregation, at which time an election shall be held to fill the unexpired term.
(d) Candidates for each vacancy shall be elected separately from candidates for full terms.
(e) Notwithstanding the provisions of sub-section (1)(b) above, Trustees elected pursuant to this sub-section (2) shall be eligible to succeed themselves for one full term.
(5) Meetings of the Board of Trustees:
(a) All meetings of the Board, other than while in closed session, shall be open to any member of the Church.
(b) Notice of the time and place of each regular and special meeting of the Board shall be given by publication in the Church newsletter. In addition, and as early as practicable, such notice shall be given in writing or verbally to each member of the Board of Trustees and the Clerk.
(c) Complete minutes of each meeting shall be kept and made a part of the permanent records of the Church. A summary of those minutes shall appear in the Church newsletter as soon as practicable after the close of the meeting.
(d) The Board may go into closed session for discussion of personnel or other sensitive matters. All formal actions approved in a closed session shall be without force and not to take effect until moved and passed in an open session.
(e) A quorum of the Board shall be five members.
(f) All motions shall be carried by a majority of the members of the Board present and voting, a quorum being present.
(g) The Board shall hold at least nine regular meetings per year at approximately monthly intervals. Special meetings may be called at any time by the president and shall be called at the request of any two members of the Board of Trustees.
(h) The President of the Board may, with the prior concurrence of a majority of the Board, call an emergency special meeting of the Board, waiving the requirement for publication of notice of meeting. All Trustees and the Clerk must, however, be given prior notice in writing or verbally, and the requirements of sub-section (c) above must be met. If a Trustee or the Clerk cannot be reached by a reasonable effort, the prior notice requirement for that person shall be waived and the meeting may proceed. The first item of business at any emergency special meeting shall be the adoption of a resolution setting forth the nature of the emergency.
(6) The members of the Board of Trustees shall not be individually liable to the corporation or to others for their good faith acts as members of the Board of Trustees in meetings of the Board and in conformance with these bylaws.
(7) All directions or instructions of the Board of Trustees to any officer, organization, committee, or group, shall remain in effect until rescinded or modified by the Board of Trustees. A copy of any such direction, instruction, or resolution shall be delivered to the officer or officers concerned and shall be maintained by said official for the guidance of any successor in office.
C. President of the Board of Trustees:
(1) The President must previously have served as a Board member or other officer of the Church.
(2) The President shall be the executive officer of the Church; shall serve as the designated single contact for the purpose of service of legal process; Shall execute all documents in the name of the Church, as directed by the congregation or the Board of Trustees, and shall perform all duties usually incident to said office. The President or the President’s designee from among the elected officers or from among the elected Trustees of the Church shall approve all bills for payment.
(3) The President shall be an ex officio member of all committees, sub-committees and organizations of the Church, except the Leadership Development Committee.
(4) The President shall not serve for more than two consecutive terms.
D. Vice President of the Board of Trustees: The Vice President shall assume the duties of the President of the Board of Trustees in the President’s absence.
E. Clerk: The Clerk shall be elected by the voting members of the congregation at each Annual Meeting. There shall be no limitation on tenure in office. Any clerical duty of the Clerk may be delegated upon approval of the Board of Trustees. The duties of the Clerk shall be to:
(1) Maintain the membership roll.
(2) Send notices of all Church meetings to the members and insert in the Church newsletter such notices as may be appropriate or required by these bylaws.
(3) Record and preserve the minutes of all formal meetings of the congregation and of the Board of Trustees.
(4) Report minutes of actions taken at meetings of the congregation and the Board of Trustees at the following meeting of the respective bodies, and to report by summary these actions to the membership in the Church newsletter.
(5) Perform such other clerical duties as may from time to time be designated to the Clerk by the Board of Trustees.
(6) The Clerk shall be the secretary of the corporation.
F. Treasurer: The Treasurer shall be appointed or reappointed by the Board of Trustees from among the membership of the Church.
(1) The Treasurer shall be responsible for such duties as the Board of Trustees may designate and:
(a) Shall have custody of all funds of the Church and shall deposit same in a depository approved by the Board of Trustees.
(b) Shall pay all obligations of the corporation after approval pursuant to Section C(2) above.
(c) Shall maintain books and accounts for the Church and shall prepare statements and other data and information on Church finances for the Board of Trustees.
(d) Shall submit a financial statement to the congregation at the Annual Meeting.
(e) Shall cause the books of account to be reviewed annually and shall furnish the Board of Trustees with a copy of the review report.
(2) The Treasurer shall post a surety bond for faithful performance of duty; which bond shall be in an amount to be set by the Board of Trustees. The premium of said bond shall be paid by the Church.
(3) In the case of vacancy in the office of treasurer upon the death or resignation of the holder thereof, or upon the failure of the holder thereof to attend four consecutive meetings of the Board, a successor shall be appointed by the Board, and an immediate audit of the books be ordered.
G. Parish Minister:
(1) The Parish Minister shall have the primary control of the pulpit and general direction of the religious activities of the Church.
(2) The Parish Minister shall serve as a non-voting ex-officio member of all organizations, committees, and groups of the Church, excepting the Leadership Development Committee.
(3) The Parish Minister shall be called by the Board of Trustees at the direction of the members voting at a congregational meeting called for that purpose. A resolution directing the Board of Trustees to call a Parish Minister shall be passed by an affirmative vote of not less than ninety percent of all the members present and voting, a quorum being present.
(4) The written agreement between the Parish Minister and the Church may be terminated by either party upon three months written notice.
H. Leadership Development Committee:
(1) This committee serves in the same capacity as what was known previously as the Nominating committee, but includes additional non-bylaws governed activities assigned to it by the Board of Trustees in their annual charge.
(2) The committee shall consist of five voting members who are not members of the Board, each serving two-year terms and elected by the congregation at the Annual Meeting. Two members shall be elected in each even numbered year, and three elected on odd numbered years. A member may serve an unlimited number of terms, but never more than five consecutive years. Any vacancies occurring more than one month prior to the end of an elected term shall be filled by appointment by the Board of Trustees.
(3) The committee shall present to the Board of Trustees and shall cause to be published in the Church newsletter and posted upon the Church bulletin board at least one month prior to the Annual Meeting a list of candidates for the elective offices to be voted upon at such meeting.
(4) The committee shall name a list of one or more eligible nominees for each vacancy of an elected position as specified by these bylaws.
(5) Nominations other than by the committee:
(a) Nominations from the Floor: Members of the Church may nominate additional eligible candidates for Trustees from the floor at the Annual Meeting. When practicable, advance notice of intention to nominate an individual from the floor should be published in the Church newsletter and posted upon the Church bulletin board.
(b) Nominations by Petitions: Members of the Church may nominate additional eligible candidates for any position elected by the congregation, by submitting a petition to the Board of Trustees, the Clerk, or the Leadership Development Committee, signed by five members requesting the additional candidate to be placed on the ballot.
ARTICLE V Special Investment Funds
A. Types of Funds: Acceptance and investment of special donations to UUCLB shall be limited to three types of funds having the general characteristics defined in this section.
(1) Special Purpose Funds: A special purpose fund shall be any UUCLB fund holding investment money or properties, and having a defined purpose and limitations on its use. Such funds may be created and established only by the Board of Trustees or the membership. No donation having an assigned or dedicated purpose shall be accepted by UUCLB, unless a special purpose fund having a comparable purpose already exists. Such donation, once received and until accepted, shall be held in trust, pending the creation of an appropriate fund or a decision to return it to the donor or the donor’s estate.
(2) Large Special Purpose Funds: A large special purpose fund shall be any special purpose fund containing assets of value exceeding or anticipated to exceed twenty thousand dollars ($20,000). Such funds may be created and established or converted from a special purpose fund, only by the membership incorporating the fund’s purpose and conditions into Section B of this Article of the Bylaws. Acceptance and holding of donations for a large special fund shall be subject to the same conditions as special purpose funds.
(3) Unrestricted Funds: Unrestricted funds shall receive and hold all special donations given without designated purpose or conditions, until their use is allocated by the Board of Trustees or membership.
B. Specific Large Special Purpose Funds: Except for the approval of a subsection’s initial entry, subsections for this section (Section B) may be changed only by the approval of an identical amendment at two congregational meetings separated by at least twelve weeks.
(1) Sanctuary Fund: The purpose of the Sanctuary Fund is to provide the membership a new meeting hall and ancillary features for the Church. Donations to this fund may be used for any expense approved by the Board of Trustees toward fulfillment of this fund’s purpose.
(2) Endowment Reserve Fund: The purpose of the Endowment Reserve Fund is to help assure the long-term financial security of the Church, to help resolve financial emergencies, and to help fund capital needs or special projects that support the vision and mission of the Church. Total annual distributions or withdrawals from the Fund shall not exceed 5% of the Fund’s average value without approval by two-thirds of the members present and voting, a quorum being present, at two congregational meetings separated by at least 4 weeks. The Fund’s average value shall be determined by the formula stated in the Operating Agreement of the Unitarian Universalist Common Endowment Fund, LLC.
ARTICLE VI Records of the Church
A. The membership roll and other lists, minutes of all meetings and related materials shall be kept at the Church in the custody of the Clerk. Other valuable papers may be stored elsewhere at the discretion of the Board of Trustees, which may direct the acquisition of a safe deposit box and prescribe the officers who shall have access thereto.
B. Original minutes, the membership roll and other lists and similar documents shall not be removed from the Church office except by the Clerk for use at a meeting of the congregation or the Board of Trustees. Any members shall be entitled to make such copies of said records for their own use as they may desire. The membership records shall not be used for commercial purposes, nor at any time for solicitation by any organization not directly affiliated with this Church.
ARTICLE VII Disposition of Assets in the Event of Dissolution
This Church is conducted as a non-profit religious corporation under the laws of the State of California and is qualified as a non-profit religious corporation under the Internal Revenue Code of the United States. None of the activities of this corporation shall at any time or in any way inure to the personal benefits of any member of this congregation, excepting only such actual payments as from time to time may be approved by the Board of Trustees to individuals for services rendered, which such payments shall be commensurate with the actual value of the service performed. In the event of the dissolution and payment of all debts of the corporation, all assets thereof shall be distributed to another non-profit, religious corporation, qualified to do business in the State of California and qualified for exemption from the income tax under the Internal Revenue Code of the United States of America.
ARTICLE VIII Amendments
A. These bylaws may be amended by a vote of the congregation at the Annual Meeting, or at a special meeting called for that purpose.
B. Any proposed amendment to these bylaws shall be distributed in writing to each voting member of the congregation at least two weeks prior to the Annual Meeting or special meeting at which the amendment is to be considered. The text of the proposed amendment, including the entire text of any affected section, shall be included in the announcement, but nothing in this provision shall preclude the amendment of the text at the meeting, prior to adoption, provided that only those sections of these bylaws listed in the call of the meeting may be amended.
- All amendments to these bylaws shall be adopted by a two-thirds vote of the members present and voting, a quorum being present.
- The full text, as amended, of any amended section, shall be sent by the Clerk to each member of the congregation as soon as practicable after the meeting at which the change was voted. The date of the meeting at which the amendment was passed shall be inserted following the text of the section.
E. In the event of a major revision of the bylaws, the revisions will be noted in the following way:
- A complete copy of the previous version will be appended to the end of the new document in place of annotating each change.
- A summary of changes will be written by the Bylaws task force to outline what was changed and where appropriate and material, will itemize the changes for future reference.
- The Church Historian will archive and maintain the history of each major revision of the Bylaws.