uucc bylaws with proposed revisions current bylaws proposed … · 2016. 9. 26. · uucc bylaws...

UUCC Bylaws With Proposed Revisions

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Current Bylaws Proposed Bylaws ARTICLE I - NAME The name of this religious society shall be The Unitarian Universalist Church of Las Cruces (also known as The Unitarian Fellowship of Las Cruces). Whenever the word "Society" is used in these Bylaws or their amendments, it shall signify the legal organization of The Unitarian Universalist Church of Las Cruces as herein established.

ARTICLE I - NAME The name of this religious society shall be The Unitarian Universalist Church of Las Cruces (also known as The Unitarian Fellowship of Las Cruces). Whenever the word "Society" is used in these Bylaws or their amendments, it shall signify the legal organization of The Unitarian Universalist Church of Las Cruces as herein established.

ARTICLE II - PURPOSES This Society is formed as a liberal religious fellowship, joining inquiring minds in caring community. This Society shall encourage its Members to find a deeper understanding of the relationship of person to person and of the human being to the universe, to further individual freedom of belief, to advance the ideals of brotherhood and sisterhood: and to participate in service to humankind. This Society affirms the freedom of all people to participate in all Society activities without requiring adherence to any particular interpretation of religion or to any particular religious belief or creed. This Society, in keeping with its commitment to freedom of expression inside as well as outside the Society, declares and affirms freedom of the pulpit.

ARTICLE II - PURPOSES This Society is formed as a liberal religious fellowship, joining inquiring minds in caring community. This Society shall encourage its Members to find a deeper understanding of the relationship of person to person and of the human being to the universe, to further individual freedom of belief, to advance the ideals of brotherhood and sisterhood: and to participate in service to humankind. This Society affirms the freedom of all people to participate in all Society activities without requiring adherence to any particular interpretation of religion or to any particular religious belief or creed. This Society, in keeping with its commitment to freedom of expression inside as well as outside the Society, declares and affirms freedom of the pulpit.

ARTICLE III - DENOMINATIONAL AFFILIATION This Society shall be a member of the Unitarian Universalist Association (and of the appropriate subdivisions of that organization), the headquarters of which are at 25 Beacon Street, Boston, Massachusetts, 02108.

ARTICLE III - DENOMINATIONAL AFFILIATION This Society shall be a member of the Unitarian Universalist Association (and of the appropriate subdivisions of that organization), the headquarters of which are at 24 Farnsworth Street, Boston, Massachusetts, 02210.

ARTICLE IV - MEMBERSHIP SECTION 1 - GENERAL Any person who is in sympathy with the Purposes, as stated in Article II, has attained fourteen years of age, and has made an informed decision, may become a Member of this society by signing the Membership Book in the presence of the Lead Minister (or President in the absence of the Lead Minister) and the chair of the Membership Committee (or a representative appointed by the committee). Evidence of an informed decision includes, but is not limited to, attending a Unitarian Universalist orientation or class, having a serious discussion with the Lead Minister about Unitarian Universalism, or having participated in another UU society. Any Member may resign at any time by requesting, in writing, removal from the membership rolls.

ARTICLE IV - MEMBERSHIP Section 1 – Membership Qualifications: Any person who is at least 14 years of age, who is in agreement with the purposes of UUCLC as set forth in Article II, and who makes a financial contribution of record, may become a member of the church by signing the Membership Book and recording the date in the presence of the Lead Minister or a member of the Board of Trustees. The contribution requirement may be waived in individual cases at the discretion of the Lead Minister.


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SECTION 2 - MEMBERS (Voting and Nonvoting) The right to vote at a Membership Business Meeting or to hold elective office in this Society shall be reserved for Voting Members. A Voting Member is defined as a Member who:

a. Has made a financial contribution of record to the Society within the past twelve months (or a financial contribution of record which applies to the previous twelve months, irrespective of fiscal year), and

b. b. Has participated in Society activities within the past twelve months, and c. c. Has signed the Membership Book at least sixty days prior to any Membership Business

Meeting. A Nonvoting Member is defined as any member who fails to meet any one of the above qualifications. Any Nonvoting Member who has neither made a financial contribution of record within the past fifteen months nor participated in Society activities for a period of twenty-four months shall cease to hold membership in the Society. The membership committee shall notify Nonvoting Members sixty days prior to their removal from the rolls and shall encourage them to become active again. Any member who moves out of the commuting area will be removed from the membership rolls unless (s)he expresses a desire to remain a member.

SECTION 3 - FRIENDS OF THE SOCIETY Any person who is in sympathy with the Purposes, as stated in Article II, and who participates in some or all of the activities of this Society, but does not choose to be a Member, shall be known as a Friend of the Society. A Friend of the Society shall enjoy all the privileges of membership and shall be encouraged to participate in all activities of the Society except those restricted to a Voting Member. Friends of the Society shall be encouraged to participate in committee assignments.

SECTION 4 - MEMBERSHIP ROLLS Rolls of Voting Members, Nonvoting Members and Friends of the Society shall be maintained, recorded, and posted. These Rolls shall be updated at least twice yearly. The Rolls of Voting Members shall be updated prior to any Membership Business Meeting. Updating of all Membership Rolls shall be the responsibility of the Membership Committee in consultation with the Office Manager, Lead Minister and the Treasurer. The updated Rolls shall be submitted to the Board of Trustees and recorded and posted by the Secretary.

Section 2 – Rights of membership: Members have the right to hold office in the society, and to vote at Congregational meetings. New members, and those whose membership has been reinstated, may vote and hold office 60 days after signing or reinstatement.

Section 3 – Obligations of membership: To the extent they are able, members are expected to make an annual financial contribution of record to the Society, and to participate in Society activities. The contribution requirement may be waived in individual cases at the discretion of the Lead Minister. The Board may establish a special category of membership for those prevented by age or infirmity from meeting these obligations. Section 4 – Termination of Membership:

A. A member may resign by submitting a signed resignation to the Lead Minister or church office.

B. Membership may be terminated for any member who has failed to meet the obligations of membership during the past fiscal year, and who fails to respond within 30 days to a membership inquiry from the Lead Minister or Membership Committee.


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Section 5 – Reinstatement of Membership: Former members may be reinstated to membership by giving written notice of their desire to do this, and by meeting the obligations of membership.

Section 6 – Policies and Procedures: The Board may establish policies and procedures to implement the provisions of this Article.

ARTICLE V - MEMBERSHIP BUSINESS MEETINGS SECTION 1 - ANNUAL MEMBERSHIP BUSINESS MEETING An Annual Membership Business Meeting of the Society shall be held in January. The meeting shall be held at such time and place as shall be fixed by the Board of Trustees. The Annual Membership Business Meeting agenda shall be limited to the following business items in the stated order:

Election of Officers and At-Large Trustees

Election of a Chairperson (even years only), three of six members, and two alternate members of the Leadership Development Committee

Other business listed in the notification of the meeting The meeting may also include additional items such as Lead Ministerial and leadership reports and discussions of Society activities and plans.

SECTION 2 - ANNUAL MEMBERSHIP BUDGET MEETING The Annual Membership Budget Business Meeting of the Society shall be held in December. The Annual Membership Budget Meeting agenda shall be limited to the following business items in the stated order:

Presentation of a financial report and adoption of a budget for the next fiscal year

Other business listed in the notification of the meeting

SECTION 3 - OTHER MEMBERSHIP BUSINESS MEETINGS Business meetings, in addition to the Annual Membership Business Meeting and the Annual Membership Budget Meeting, shall be called by the President upon a majority vote of the Board of Trustees or upon the presentation of a written petition signed by at least twenty percent of the Voting Members of the Society. A meeting called by petition shall be held within thirty days of the date of submission of the petition.

ARTICLE V - MEMBERSHIP BUSINESS MEETINGS SECTION 1 - ANNUAL MEMBERSHIP BUSINESS MEETING An Annual Membership Business Meeting of the Society shall be held annually at such time and place as shall be fixed by the Board of Trustees. The Annual Membership Business Meeting agenda shall be limited to the following business items in the stated order:

Election of Trustees and other elected positions. Other business listed in the notification of the meeting

SECTION 2 - ANNUAL MEMBERSHIP BUDGET BUSINESS MEETING The Annual Membership Budget Business Meeting of the Society shall be held annually before the end of the current church year. The agenda shall be limited to the following business items in the stated order:

Presentation of a financial report and adoption of a budget for the next fiscal year Other business listed in the notification of the meeting

SECTION 3 - OTHER MEMBERSHIP BUSINESS MEETINGS Business meetings, including to the Annual Membership Business Meeting and the Annual Membership Budget Business Meeting, shall be called by the President upon a majority vote of the Board of Trustees or upon the presentation of a written petition signed by at least twenty percent of the Members of the Society. A meeting called by petition shall be held within thirty days of the date of submission of the petition.


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SECTION 4 - NOTICE AND AGENDA The Voting Members of the Society shall be notified in writing of all Membership Business Meetings at least seven full days prior to the intended meeting. An announcement in the Society newsletter, the weekly email update, or a notice mailed to every Member of the Society at least ten days before the scheduled meeting date shall constitute adequate notification. The President, with Board of Trustees confirmation, shall assemble the agenda of all Membership Business Meetings. The agenda shall include those items required by the Bylaws, items from petition, and items determined by the Board of Trustees. The agenda of the business to be transacted and any proposed amendment(s) to these Bylaws shall be included verbatim in the notice. Business shall be limited to the stated agenda.

SECTION 5 - VOTING A number equal to twenty percent of the Voting Members of the Society residing in Doña Ana County, New Mexico, shall constitute a quorum for all Membership Business Meetings, except as otherwise specified in these Bylaws. The presence of a quorum shall be required to initiate the business meeting and must be maintained at all times to conduct business. Proxy votes and absentee ballots shall not be allowed. Nonvoting members and Friends of the Society shall be welcome at all Membership Business Meetings and may request the courtesy of the floor, but they may not vote nor be included in the quorum. Business motions shall be passed by a majority vote except as otherwise specified in these Bylaws.

SECTION 6 - RULES OF ORDER All Membership Business Meetings shall be conducted according to "Robert's Rules of Order, Newly Revised," except as specifically stated in these Bylaws or amended by a vote of the Society.

SECTION 7 - REPORTING A VOTE OF THE SOCIETY The phrase "a vote of the Society" shall mean a vote of the Voting Members of the Society at a Membership Business Meeting. Whenever a motion is acted upon by the Society and the results of that action are reported outside the Society, the report shall always include the number of votes pro and con and the number of Members of the Society.

SECTION 4 - NOTICE AND AGENDA The Members of the Society shall be notified at least seven full days prior to any Membership Business Meeting. The Board of Trustees shall assemble the agenda of all Membership Business Meetings. The agenda shall include those items required by the Bylaws, items from petition, and items determined by the Board of Trustees. The agenda of the business to be transacted shall be included verbatim in the notice. Business shall be limited to the stated agenda.

SECTION 5 - VOTING A number equal to twenty percent of the Members of the Society shall constitute a quorum for all Membership Business Meetings, except as otherwise specified in these Bylaws. The presence of a quorum shall be required to initiate the business meeting and must be maintained at all times to conduct business. Proxy votes shall not be allowed. Absentee ballots may be requested upon receipt of the meeting notice, and must be returned prior to the business meeting. Non-members shall be welcome at all Membership Business Meetings and may request the courtesy of the floor, but they may not vote nor be included in the quorum. Business motions shall be passed by a majority vote except as otherwise specified in these Bylaws. SECTION 6 - RULES OF ORDER All Membership Business Meetings shall be conducted according to "Robert's Rules of Order, Newly Revised," except as specifically stated in these Bylaws or amended by a vote of the Society. SECTION 7 - REPORTING A VOTE OF THE SOCIETY The phrase "a vote of the Society" shall mean a vote of the Members of the Society at a Membership Business Meeting. Whenever a motion is acted upon by the Society, the report shall always include the number of votes pro and con and the number of Members of the Society.


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ARTICLE VI - OFFICERS, BOARD OF TRUSTEES AND COUNCIL SECTION 1 - OFFICERS The Officers of the Society shall consist of a President, a Vice President, a Secretary, and a Treasurer. The Officers shall be elected at the Annual Membership Business Meeting. Election to office shall be by majority vote. Runoff elections shall be required until a candidate for each position receives a majority of votes cast. New officers must be at least eighteen years of age prior to the assumption of office. No person shall hold more than one elective office at any time.

A. President The President shall represent the Society on all appropriate occasions, perform all duties normally associated with the office, and adLead Minister the affairs of the Society under the general guidance of the Board of Trustees. The President shall assemble the agenda for (with Board of Trustees confirmation) and preside at Membership Business Meetings and Board of Trustees meetings and, when necessary, shall call special meetings of the Board of Trustees and Council. The President shall be an ex officio nonvoting member of all committees and the Council. The President, upon consultation with the Human Resources Committee, any additional appropriate committees or teams, and the Lead Minister, and subject to the approval of the Board of Trustees, shall be responsible for the appointment or removal of all employees. In the event of Lead Ministerial vacancy, the President of the Society shall be deemed (within the terms of the laws of the State of New Mexico) to be the official of the Society empowered to conduct the legal ceremony of marriage.

B. Vice President The Vice President shall assist the President in the administration of the Society. The Vice President shall assume the duties of the President in the latter's absence, excluding the marriage ceremony. The Vice President shall serve as the Chair of the Council.

C. Secretary The Secretary, with the assistance of the Office Manager who maintains the records on the church computer, shall be the custodian of and shall maintain the Permanent Records of the Society. These records shall include (1) the Articles of Incorporation; (2) the current Bylaws; (3) the Membership Books; (4) records of marriages; (5) records of deaths; (6) revised Membership Rolls; (7) approved minutes, including vote tallies of all motions and resolutions considered and elections

ARTICLE VI - OFFICERS AND BOARD OF TRUSTEES SECTION 1 – POWERS AND RESPONSIBILITIES The Board of Trustees shall function as the governing body of the Society. The Board of Trustees shall be responsible for:

A. ensuring the mission and vision of the Society reflect Unitarian Universalist values; B. adopting policies for the organization and governance of the Society; C. conducting strategic planning consistent with the Society’s mission and vision; D. delegating to the Lead Minister, staff and volunteers the tasks of implementing the

Society’s strategic plans; E. safeguarding the property and funds of the church; F. reviewing the annual budget, revising it as appropriate, and submitting the budget to

the Membership for approval.

No person may perform official acts in the name of the Society except as authorized by the Bylaws or the Board of Trustees.

SECTION 2 – NUMBER AND TENURE The Board of Trustees shall consist of nine Trustees elected by the Membership of the Society, and only Members of the Society may serve as Trustees. The Lead Minister shall be an ex officio nonvoting member of the Board of Trustees. The terms of office, and restrictions thereon, are as follows:

A. Trustees shall be elected at each Annual Membership Business Meeting to three-year terms that begin at the start of the next calendar year.

B. A Trustee may not serve more than two consecutive three-year terms, but a trustee who was appointed or elected to a partial term to fill a vacancy may serve two consecutive three-year terms thereafter.

C. No person may serve as a Trustee at the same time as their spouse, domestic partner, natural or adoptive parent, sibling or child is serving as a Trustee.

SECTION 3 – OFFICERS A. The officers of the Society shall be the President, Vice President, Treasurer and

Secretary. Only members of the Board of Trustees may serve as officers. B. The slate of officers shall be selected annually by the Board of Trustees at the first

Board meeting of the new year, or as soon thereafter as practical. The slate of officers shall be confirmed by vote at a Membership Business Meeting held prior to the next scheduled Board meeting. Beginning on Jan. 1, 2020, or at the time of the settlement of the next Lead Minister, whichever occurs first, the officers shall thereafter be elected


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held, of Membership Business Meetings and Board of Trustees meetings; (8) a current list of all resolutions in force resulting from Membership Business Meetings and Board of Trustees meetings; (9) the official correspondence of the Society; (10) the monthly newsletter; and (11) such other records as the Board of Trustees may deem necessary. All records of the Secretary shall remain the property of the Society. The Secretary shall provide Voting Members reasonable access to the Permanent Records of the Society. Denial of such access may be appealed to the Board of Trustees. The Secretary shall ensure that accurate minutes of all Membership Business Meetings and Board of Trustees Meetings be taken. The Secretary shall be responsible for official notification to Voting Members of Membership Business Meetings. The Secretary shall be responsible for the posting of (1) official notices; (2) minutes of Membership Business Meetings and Board of Trustees Meetings; (3) revised Membership Rolls; and (4) such postings as the Board of Trustees may deem necessary. These postings shall be placed at a location in the meetinghouse designated by the Board of Trustees.

D. Treasurer The Treasurer of the Society shall have custody of all funds and financial records of the Society, and shall keep accurate records of receipts and expenditures. The Treasurer shall be responsible for disbursal of all monies, shall pay the bills as authorized by the Board of Trustees, and shall maintain an account in the name of the Society at a local bank. The Treasurer shall submit written financial reports to the monthly Board of Trustees meetings, to the Finance Committee, as requested, and to the Annual Membership Business Meeting. The Treasurer shall provide the Membership Committee, on request, with (1) a list of members having made a financial contribution of record to the Society within the past twelve months (or a financial contribution of record which applies to the previous twelve months, irrespective of fiscal year) and (2) a list of non-voting members who have not made a contribution of record within the past fifteen months. All records of the Treasurer shall remain the property of the Society. The Treasurer shall be an ex officio nonvoting Member of the Finance Committee. The Treasurer shall submit the financial records of the Society as requested by the Board of Trustees and within six weeks after the close of the fiscal year to a special financial review committee established by the Board of Trustees.

SECTION 2 - BOARD OF TRUSTEES The Board of Trustees shall consist of the Officers of the Society, four At-Large Trustees with liaison responsibilities for one of the Board Committees, and a trustee selected by the Council each month from its own membership. The Lead Minister shall be an ex officio nonvoting member of the Board of Trustees.

annually by the Board at the first Board meeting of the new year, or as soon thereafter as practical. Each officer will hold office until a successor is duly elected or until the officer’s death, resignation or removal.

C. By majority vote, the Board may remove any officer or agent elected or appointed by the Board or with authority delegated by the Board, whenever in its judgment the best interests of the Society would be served.

D. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by majority vote of the Board for the unexpired portion of the officer’s term.

E. The President shall be the governing officer of the Society, and shall preside at all meetings of the Members and of the Board. The Vice President shall perform the duties of the President in the President’s absence and other duties assigned by the President or the Board.

F. The Treasurer shall be responsible for all funds and securities of the Society and shall perform all other duties customarily incident to the office of Treasurer and other duties assigned by the President and the Board.

G. The Secretary shall, directly or by delegation: (a) prepare and keep the minutes of the meetings of the Congregation and the Board; (b) see that all notices are duly given in accordance with the provisions of these

Bylaws or as required by law; (c) be custodian of the corporate records; (d) authenticate corporate records; (e) keep a register of the postal addresses of each member; (f) perform all other duties customarily incident to the office of Secretary and other

duties assigned by the President and the Board. SECTION 4 - VACANCY Should a vacancy arise in the position of any Trustee, the position shall be filled by a Member of the Society, selected by the Board of Trustees, to serve the remainder of the unexpired term. The appointment shall be by majority vote of the Trustees remaining in office irrespective of the quorum requirement set out in Section 8. The term of a Trustee appointed to fill a vacancy shall expire at the end of the calendar year, and the remainder of the vacated term, if any, shall be filled by election at the next Annual Membership Business Meeting.

SECTION 5 – REGULAR BOARD MEETINGS The Board of Trustees shall conduct regular meetings at least ten months each year.


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A. Powers The Board of Trustees shall function as the executive power of the Society, always subject to the Bylaws, Articles of Incorporation and, ultimately, the control of the Congregation. The Board of Trustees shall have general charge of the property and funds, conduct business affairs, and control the administration of the Society. No person shall have the power to assume the duties or exercise the privileges of any Officer or Board of Trustees Member without virtue of having been duly elected. No person may perform official acts in the name of the Society except as authorized by the Bylaws or the Board of Trustees.

B. Responsibilities The Board of Trustees shall meet at least once a month to conduct the business of the Society (special meetings may be called by the President or any two other Board of Trustees members). A quorum of four Board of Trustee members is required to conduct business. Each person shall have one vote, and no proxy votes or absentee ballots shall be allowed. Any Voting Member may submit potential agenda items prior to any regular Board of Trustees meeting. Board of Trustees Meetings shall be open to the Membership and Friends of the Society, except when declared closed by the President with the approval of the Board of Trustees. In principle, only consideration of sensitive matters (e.g., personnel matters) justifies a closed meeting. All business resolutions adopted by the Board of Trustees in a closed meeting shall be reported in the minutes. The Board of Trustees shall: (1) set policy for the Congregation; (2) call Membership Business Meetings as required;(3) approve the Lead Ministerial contract; (4) manage the finances of the Society, adjusting the budget as necessary (no single expenditure exceeding ten percent [10%] of the current budget shall be made without the affirmative vote of the membership at a Membership Business Meeting); (5) approve the proposed Budget, prepared by the Finance Committee, for the forthcoming fiscal year to be recommended to the Congregation at the Annual Membership Budget Meeting; (6) upon the recommendation of the Lead Minister in consultation with the HR Committee approve the appointment or removal of all employees and fix their compensations; (7) establish, modify, or abolish Special Committees, including the financial review committee; (8) fill vacant positions of the Chairpersons of the Standing Committees; (9) confirm appointment and removal of the members of the Special committees; (10) establish, modify, or abolish relationships with Affiliate Organizations; (11) establish, modify, or abolish relationships with Sponsored Groups; (12) adopt and amend the Articles of Procedures for the Standing and Special Committees; (13) receive the reports of the committees (oral or written) at the regularly scheduled Board of Trustees meetings; (14) set policy for use of the buildings, grounds, and other facilities; and (15) appoint delegates to the General Assembly of the Unitarian Universalist Association and the Mountain Desert District.

SECTION 6 – QUORUM Five Trustees shall constitute a quorum for the transaction of business at any Board meeting. If fewer than five Trustees are present at a meeting, a majority of those present may adjourn the meeting.

SECTION 7 – OPEN MEETINGS All Board of Trustees meetings shall be open to Members of the Society, except when declared closed by the President with the approval of the Board of Trustees. In principle, only consideration of sensitive matters (e.g., personnel matters) justifies a closed meeting.

SECTION 8 – BOARD ACTIONS WITHOUT A MEETING The Board may take any action without a meeting if all Trustees, entitled to vote, consent in writing. Such consents shall have the same force and effect as a unanimous vote at a Board meeting and shall become effective upon receipt by the Secretary of the last consent.

SECTION 11 – TERMINATION A. A Trustee may resign at any time by delivering a written resignation to the President

or Secretary. The resignation shall state the effective date. B. Any Trustee may be removed from service by a two-thirds vote of the Members

present at a legally called Membership Business Meeting. C. If a Board Trustee misses more than three meetings in a twelve-month period, the

Trustee may be removed by majority vote of the remaining Trustees.

SECTION 12 – OTHER COMMITTEES AND TASK FORCES The Board, at its discretion, may constitute other committees and task forces to assist in the supervision, management and control of the business and affairs of the Society. Each committee and task force constituted by the Board shall report to and advise the Board on its work. Committee and task force members shall be appointed by the Board. Unless the committee or task force chair is appointed by the Board, each committee and task force shall select its own chair.


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The Board of Trustees shall operate under "Robert's Rules of Order, Newly Revised." The person designated to record the minutes of each Board of Trustees meeting shall promptly file with the Secretary the minutes and a list of business resolutions adopted.

SECTION 3 - COUNCIL The Council shall consist of all Program Committee and Ministry Chairs (except Finance, Facilities Management, Long Range Planning, Leadership Development, and Human Resources). Committee chairs may choose to send a representative to the Council rather than participating directly. The Vice President of the Board shall serve as the Chair of the Council. The Council shall also select a representative from its own membership to serve on the Board of Trustees. The President and the Lead Minister shall be ex officio nonvoting members of the Council. Chairpersons of Special Committees and persons with special responsibilities (e.g., newsletter editor, Roundtable leader, Alliance President and WomenSpirit steering committee chair) are encouraged to participate in Council meetings. The Council shall establish, maintain and be guided by written Articles of Procedure and will keep written minutes of all meetings. The Council shall be subject to the policies of the Board of Trustees. Decisions by the Council shall be subject to veto by the Board of Trustees. A quorum of the Council shall be defined as five.

SECTION 4 - TERMS OF OFFICE The terms of office, and restrictions thereon, are as follows: A. Officers shall be elected to two-year terms

President (elected in odd years; term limit of two consecutive years)

Vice President (elected in odd years)

Secretary (elected in even years)

Treasurer (elected in even years) B. At-Large Trustees

Two year staggered terms (no more than two consecutive terms) The newly elected Board of Trustees members and committee chairpersons shall assume their duties at the close of the regularly scheduled January Board of Trustees meeting. This meeting shall be a joint meeting of the old and new Board of Trustees but shall be conducted by the old Board of Trustees.


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SECTION 5 - PRESIDENTIAL SUCCESSION In the absence of the President, the following Board of Trustees members shall, in succession, assume the duties of the President (excluding the marriage ceremony): the Vice President, the Secretary, then the Treasurer.

SECTION 6 - VACANCY Should a vacancy arise in the position of any Officer or Trustee, the position shall be filled by a Voting Member of the Society, elected by the Board of Trustees, to serve the remainder of the unexpired term.

SECTION 7 - REMOVAL Any Officer, Board of Trustees Member, or Committee Chairperson (Standing or otherwise) may be removed by a two-thirds vote of the Voting Members present at a legally called Membership Business Meeting.

ARTICLE VII - COMMITTEES

SECTION 1 – GENERAL Committees may be established, modified, or abolished by the Board of Trustees or the Council, depending on the mission of the committee. At the time of establishment of the Committee, the Board of Trustees or Council shall determine the Articles of Procedure. Committees shall operate under the general rules of the Committees.

SECTION 3 - CONGREGATIONAL COMMITTEES A. Leadership Development Committee The Leadership Development Committee shall be responsible for identifying, nurturing, training and otherwise preparing leadership for the Congregation, including the preparation of a slate of candidates for the election of Officers, At-Large Trustees, and Leadership Development Committee members at the Annual Membership Business Meeting. The slate of candidates shall be reported to the December Board of Trustees meeting and shall be published in the January newsletter. The Leadership Development Committee shall consist of a Chair and six members, all Voting Members of the Society. Three members are elected at each Annual Membership Business Meeting to serve for two years (i.e., three members are newly elected and three continue for a second year). The chair is elected for a two-year term every other year (on even years). Nominations may also come from the floor. The slate of candidates for the Leadership Development Committee shall bear at least five names. The three candidates receiving the most

ARTICLE VII - COMMITTEES SECTION 1 – GENERAL Committees may be established, modified, or abolished by the Board of Trustees, depending on the mission of the committee. At the time of establishment of the Committee, the Board of Trustees shall determine the Articles of Procedure. SECTION 2 - CONGREGATIONAL COMMITTEES A. Leadership Development Committee The Leadership Development Committee shall be responsible for identifying, nurturing, training and otherwise preparing leadership for the Congregation, including the preparation of a slate of candidates for the election of Trustees at the Annual Membership Business Meeting. The slate of candidates shall be reported to the Board of Trustees and shall be published in the newsletter prior to the Annual Membership Business Meeting.

B. Ministerial Search Committee To facilitate a call by the Congregation of a new Minister, a Ministerial Search Committee shall be formed to locate, candidate, and settle a Minister. The Ministerial Search Committee shall be composed of five Members elected by the Congregation at a legally called Membership Business Meeting plus two Members appointed by the Board of Trustees. Vacancies shall be


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votes shall be members. The next two candidates in order of votes received shall become first and second alternates. Vacancies on the Leadership Development Committee shall be filled by the alternates, in order. If the alternate list is exhausted, the Board of Trustees will appoint a committee member. At the first election of members of the Leadership Development Committee, six members and two alternates shall be elected. The three with the highest number of votes shall serve two years; the other three shall serve one year. Tie breaking, if necessary shall be accomplished by the voting members in attendance. The Chairperson shall report on the general progress of the Leadership Development Committee to the Board of Trustees.

Articles of Procedure: The Leadership Development Committee shall (1) Make nominations to fill leadership positions at the Annual Membership Business Meeting; (2) Nominate people to fill vacancies created by resignations of the current leadership; (3) Maintain job descriptions and resources for volunteer leadership positions (which may include committees, events, task forces etc.); (4) Provide and promote leadership development by (but not limited to): (a) Identifying future leaders, (b) Helping to provide training in the Congregation, (c) Encouraging mentoring relationships for new leadership, and (d) Recruiting people to attend district workshops, UUA trainings/events, and local training opportunities; (5) Orient new leaders by offering a variety of resources (e.g., minutes of previous meetings, annual reports, UUCLC website, MDD website, UUA website, Congregational handbook, workshop materials, approved Board orientation models); (6) Help the leadership assess their experiences as leaders by: (a) Checking in after 2-3 months, (b) Conducting exit interviews when a term of service is completed, and (c) Helping groups with self-assessment procedures; (7) Remind and encourage formal recognition of service completed and provide resources for recognition; and (8) Submit an annual report.

B. Lead Ministerial Search Committee To facilitate a call by the Congregation of a new Lead Minister, a Lead Ministerial Search Committee shall be formed to locate, candidate, and settle a Lead Minister. The Lead Ministerial Search Committee shall be composed five Voting Members elected by the Congregation at a legally called Membership Business Meeting plus two Voting Members appointed by the Board of Trustees, which shall take care to seek the widest representation of the Congregation. Vacancies shall be filled by the Board of Trustees, as needed. The Chairperson shall be selected by the members of the Committee. The Lead Ministerial Search Committee shall follow the procedures stated in the Lead Ministerial Settlement Handbook of the Unitarian Universalist Association except when directed otherwise by the

filled by the Board of Trustees, as needed. The Chairperson shall be selected by the members of the Committee. The Ministerial Search Committee shall follow the procedures stated in the Ministerial Settlement Handbook of the Unitarian Universalist Association except when directed otherwise by the Membership at a Membership Business Meeting. The Chairperson shall make appropriate reports on the progress of the Ministerial Search Committee at the monthly Board of Trustees Meetings. The committee shall recommend a Ministerial contract and make a final report to the Board of Trustees and Congregation. At the time of the Ministerial settlement, the committee shall be dissolved. SECTION 3 - COMMITTEE ON MINISTRY The Committee on Ministry is a unique committee whose purpose is to strengthen the overall quality of ministry of the Society.

The Committee shall consist of 6 members, each selected for 3 years on a staggered rotation. Two members will be appointed by the Board in consultation with the Lead Minister. Two members will be appointed by the Lead Minister in consultation with the Board. In addition, two members will be elected by the Congregation.


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Membership at a Membership Business Meeting. The Chairperson shall make appropriate reports on the progress of the Lead Ministerial Search Committee at the monthly Board of Trustees Meetings. At the time of the Lead Ministerial settlement, the committee shall recommend a Lead Ministerial contract and make a final report to the Board of Trustees at which time the committee shall be dissolved.

SECTION 4 - COMMITTEE ON MINISTRY The Committee on Ministry is a unique committee whose purpose is to strengthen the overall quality of ministry of the Society: of how the members take care of themselves and each other, of how the lay Lead Ministerial leadership serves the Congregation; and of how the called Lead Minister serves the Congregation. It seeks to understand, assess, support, and advocate for robust ministry throughout the context of Congregational life. The Committee shall consist of 6 members, each selected for 3 years on a staggered rotation. Two members will be appointed by the Board in consultation with the Lead Minister. Two members will be appointed by the Lead Minister in consultation with the Board. In addition, two members will be elected by the Congregation.

SECTION 5 - OPEN MEETINGS Meetings of committees shall be open to all Members and Friends of the Society except as follows:

Committee on Ministry -- All meetings closed

Finance -- Closed when setting individual pledge goals or determining the extent of financial support given by any Member

Human Resources -- All meetings closed

Lead Ministerial Search -- All meetings closed

Leadership Development -- All meetings closed

Religious Education -- Closed when discussing personnel matters. In principle, only consideration of sensitive matters justifies a closed meeting.


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ARTICLE VIII - AFFILIATE ORGANIZATIONS AND SPONSORED GROUPS SECTION 1 - AFFILIATE ORGANIZATIONS Voluntary organizations composed largely of Members and Friends of the Society, and who support the Purposes as stated in Article II, may be established with the approval of the Board of Trustees and shall be known as Affiliate Organizations. Affiliate Organizations shall operate under the following general rules:

Each Affiliate Organization shall direct its own program and functions

Each Affiliate Organization shall be responsible for its own finances, including fund-raising and costs incurred on its behalf and at its request

Each Affiliate Organization shall appoint a contact person with whom the Board of Trustees can communicate.

SECTION 2 - SPONSORED GROUPS Voluntary groups not necessarily composed of Members and Friends of the Society but which, for reasons determined by the Board of Trustees, serve to benefit the Society may be sponsored by the Society. Each Sponsored Group shall operate under the general rules for Affiliate Organizations. The extent of sponsorship (use of facilities, etc.) shall be established by the Board of Trustees when the sponsorship begins. The extent of sponsorship may be modified or terminated by the Board of Trustees at any time.

ARTICLE VIII - AFFILIATE ORGANIZATIONS AND SPONSORED GROUPS SECTION 1 - AFFILIATE ORGANIZATIONS Voluntary organizations composed largely of Members of the Society, and who support the Purposes as stated in Article II, may be established with the approval of the Board of Trustees and shall be known as Affiliate Organizations. Affiliate Organizations shall operate under the following general rules:

Each Affiliate Organization shall direct its own program and functions Each Affiliate Organization shall be responsible for its own finances, including

fund-raising and costs incurred on its behalf and at its request Each Affiliate Organization shall appoint a contact person with whom the Board

of Trustees can communicate.

SECTION 2 - SPONSORED GROUPS Voluntary groups not necessarily composed of Members of the Society but which, for reasons determined by the Board of Trustees, serve to benefit the Society may be sponsored by the Society. Each Sponsored Group shall operate under the general rules for Affiliate Organizations. The extent of sponsorship (use of facilities, etc.) shall be established by the Board of Trustees when the sponsorship begins. The extent of sponsorship may be modified or terminated by the Board of Trustees at any time.

ARTICLE IX - MINISTER SECTION 1 – GENERAL The Minister shall be UUA Fellowshipped, and serve as the spiritual leader of the Society. The Minister shall be responsible for religious services, rites of passage (e.g., dedications, marriages, and memorial services) and pastoral care of the Members and Friends of the Society. The Ministershall be responsible for ensuring that appropriate training and supervision is provided to the non-ministerial (paid) staff. In addition, the Minister shall work with the church’s professional religious leaders to ensure that the policies, mission, and vision of the church are realized. The Minister may be a resource person to the Society. Specific terms, agreed upon by a covenant between Minister and Society, shall be formalized in a written agreement, approved by the Board of Trustees, and signed by the President and the Minister.

ARTICLE IX - MINISTER SECTION 1 - GENERAL The Minister serves at the call of the Membership as its spiritual and professional leader. This person is delegated authority and responsibility for the administration and ministries of the Society. The Lead Minister is accountable to the Board of Trustees, serves as Chief of Staff, and shall work collaboratively with staff and lay ministry teams and leaders. In furtherance of these duties, the Lead Minister shall, in consultation with the Board, establish and implement a clear organizational structure for shared ministry that links staff leadership, expertise, and support with lay ministry leadership and involvement. The Minister shall be subject to the limitations, requirements, and other terms specified in the


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SECTION 2 - SELECTION Recommendation for a new Minister to the Membership shall be made by the Ministerial Search Committee, following the procedures stated in the Ministerial Settlement Handbook of the Unitarian Universalist Association. Selection of the Minister shall be by a three-quarters vote of the Voting Members of the Society present at a Membership Business Meeting. A quorum in this case shall be a number equal to forty percent of the Voting Members residing in Doña Ana County.

SECTION 3 - DISMISSAL The minister may be dismissed at a legally called Membership Business Meeting by a vote of twothirds of the Voting Members currently on the official rolls of the Society. In the event of the minister's dismissal, his or her salary and allowance shall be continued for three months or more after date of dismissal as determined by the Board of Trustees.

SECTION4 - RESIGNATION The minister, in the event of resignation, is requested to give at least six months’ notice.

Letter of Agreement, in these Bylaws, and in such policies and procedures as may be adopted by the Board. SECTION 2 – STANDARDS AND PROCEDURES

A. The current guidelines of the Unitarian Universalist Association (UUA) and the Unitarian Universalist Ministers Association (UUMA) relating to the call and termination of Ministers, as amended from time to time, are incorporated in these bylaws. To the extent the guidelines are inconsistent, the UUA guidelines shall control.

B. The Board shall adopt policies and procedures to implement the UUA and UUMA guidelines, unless it is in the Society’s best interest to depart from them.

SECTION 3 – QUORUM AND VOTING

A. The quorum for a Membership Business Meeting to call or terminate a Minister is 40 percent of the Membership of the Society.

B. Voting to call or terminate a Minister shall be by secret ballot.

SECTION 4 – CALL OF A MINISTER A three-quarters (3/4) or higher vote of Members present at a legally called Membership Business Meeting is required to call a Minister and approve the terms of the call as set forth in the Letter of Agreement.

SECTION 5 – TERMINATION OF A MINISTER

A. Termination of a Minister shall be in accordance with UUA and UUMA guidelines. B. A two thirds (2/3) vote of Members present at a legally called Membership Business

Meeting is required to terminate a Minister. SECTION 6 – VACANCY In the event of a vacancy, the Board of Trustees assumes Executive authority until a Minister is called or appointed.

ARTICLE X - FINANCES SECTION 1 - EXPENDITURES No person or committee shall have the power to incur expenses on behalf of the Society except as authorized specifically by the Board of Trustees or the Congregation at a Membership Business Meeting.

ARTICLE X – FINANCES SECTION 1 – FISCAL YEAR The fiscal year of the Society shall begin on January 1 and end on December 31 of each year.

SECTION 2 – OPERATING BUDGET The Finance Committee and the staff shall hold open meetings and develop the proposed operating budget for each fiscal year. The Board of Trustees shall review the proposed


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SECTION 2 – CANVASS The Finance Committee and the Board of Trustees shall establish a Stewardship Committee which will engage in on going stewardship activities and conduct the annual every member financial canvass.

SECTION 3 - BUDGET The Finance Committee shall hold open budget hearings prior to submitting a proposed budget to the Board of Trustees for its consideration and recommendation to the Annual Membership Budget Meeting. The Board of Trustees may revise the budget upward or downward as needed to meet the cash flow of the Society.

SECTION 4 - INCOME All receipts and monies received by individuals and committees on behalf of the Society shall return to the general fund, unless specifically authorized by the Board of Trustees (e.g., special on-going and self-sustaining projects such as the Sunday morning coffee fund or Youth Group funds). All fundraising efforts including those of Affiliated and Sponsored groups must be approved by the Board of Trustees.

SECTION 5 - FISCAL YEAR The Fiscal year of the Society shall begin on January 1st and end on December 31st of each year.

SECTION 6 - FINANCIAL REVIEW The financial records of the Society shall be reviewed by a special committee (established by the Board of Trustees) no more than three weeks after the Treasurer's submission of the financial records and at such other times as may be deemed appropriate by the Board of Trustees.

operating budget, revise as appropriate, and submit the budget for approval by the Members at the Annual Membership Budget Business Meeting. Expenditures by the Board of Trustees and the Minister, employees, committees, task forces, and teams of the church shall be consistent with the budget approved by the Society. No person or committee shall have the power to incur expenses on behalf of the Society except as authorized in the approved budget. However, the Board of Trustees may authorize deviations from the approved operating budget so long as such deviations do not exceed, in the aggregate, ten (10) percent of the total approved operating budget. SECTION 3 – FUNDRAISING ACTIVITIES The Board of Trustees shall establish a Stewardship Committee to engage in on-going fundraising activities, including an annual stewardship campaign to raise funds needed for the operating budget. SECTION 4 – ENDOWMENTS, TRUSTS, AND GIFTS The Society may maintain one or more endowment funds, which shall be administered by the Finance Committee in accordance with policies adopted by the Board of Trustees.

With the advice of the Finance Committee, the Board shall have authority to allocate interest and dividend income from endowment investments to the general operating fund and other funds of the Society if such allocation is determined to be consistent with preservation of the value of the endowment funds.

SECTION 5 – REAL PROPERTY The power to authorize the purchase, sale or mortgage of real property by or on behalf of the church is reserved to the Membership. The Board of Trustees and the Lead Minister, employees and committees of the Society shall not have the authority to buy, sell or mortgage real property unless the transaction is approved at a legally called Membership Business Meeting, with the exception of property donated to the Society with the expressed intention of its sale to benefit the Society.

SECTION 6 – DEBTS AND CONTRACTS Except for debts and contracts to be paid from funds allocated in the approved operating budget for the purpose of paying such debts and contracts, no debts may be incurred or contracts entered into unless authorized by the Board of Trustees.


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SECTION 7 – CHECKS, DRAFTS, AND OTHER PAYMENTS All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Society shall be signed by such officer or agent of the Society and as determined by the Board of Trustees.

SECTION 8 – DEPOSITS All funds received by individuals and committees on behalf of the Society shall be deposited in the general fund, unless:

A. Directed by the donor to an authorized fund, endowment or line item; or B. Approved by the Membership at a legally called Membership Business Meeting.

All funds of the Society not otherwise employed shall be deposited to the credit of the Society in such banks, trust companies, or other depositories as the Board may select.

SECTION 9 – FINANCIAL REVIEW A special committee established by the Board of Trustees shall annually review the financial records of the church.

ARTICLE XI - LEGAL This Society shall be a non-profit religious, charitable, and educational society incorporated under the laws of the State of New Mexico. The legal address of the Society shall be 2000 South Solano Drive, Las Cruces, New Mexico 88001, located in the county of Doña Ana. In the event of dissolution of this Society, all assets, fiscal and real, shall revert to the Unitarian Universalist Association. Any such assets not so disposed of shall be disposed of by the District Court of Doña Ana County, New Mexico, to such organizations, which are organized and operated exclusively for the Purposes as stated in Article II. The Board of Trustees shall designate a registered corporate agent in conformity with the requirements of the Corporation Commission of the State of New Mexico.

ARTICLE XI - LEGAL The church corporation may be dissolved upon the adoption of a plan of dissolution. In the event of dissolution, no liquidating or other dividends and no distribution of property owned by the corporation shall be declared or paid to any private individual, but the assets of the corporation shall be distributed as follows:

A. The assets shall first be applied to payment, satisfaction, or compromise of all liabilities and obligations of the corporation.

B. Remaining assets shall be distributed to the Unitarian Universalist Association, an organization described in Sec. 501(c)(3) of the Internal Revenue Code, or its successor, for general purposes. If the Unitarian Universalist Association ceases to exist and has no successor, remaining assets shall be distributed to one or more organizations described in Sec. 501(c)(3) of the Internal Revenue Code as determined in the plan of dissolution.


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ARTICLE XII - INDEMNIFICATION OF TRUSTEES, OFFICERS AND EMPLOYEES The Society shall, to the full extent permitted by New Mexico statutes, indemnify all Trustees, Officers and Employees whom it may indemnify pursuant thereto, and such indemnification will continue as to any person who has ceased to be a Trustee, Officer, or Employee, and will inure to the benefit of the heirs, executors, and administrators of such person, all as provided by statute.

ARTICLE XII - AMENDMENTS These Bylaws may be amended at any legally called Membership Business Meeting by a two-thirds vote of the Voting Members present. Proposed amendment(s) to these Bylaws must be included verbatim in the notice to the Voting Members for the Membership Business Meeting. Proposed amendments shall be passed or rejected verbatim.

ARTICLE XIII - AMENDMENTS These Bylaws may be amended at any legally called Membership Business Meeting by a two-thirds vote of the Members present. Proposed amendment(s) to these Bylaws must be included verbatim in the notice to the Members for the Membership Business Meeting. Proposed amendments shall be passed or rejected verbatim.

ARTICLE XIII - IMPLEMENTATION These bylaws, as amended, will take effect at the close of the January 2012 Board of Trustees meeting with the exception of Article VII, Section 3A, which pertains to the nomination of officers by the Leadership Development Committee, and Article V, Section I which pertains to the election of officers. These two provisions shall take effect at the close of the November 2011 Board of Trustees meeting.

Article XIV – IMPLEMENTATION These Bylaws shall take effect 30 (thirty) days after approval by the Membership.

APPROVED: These Bylaws were approved, a quorum being present, by a vote of at least two thirds of the Voting Members present at a Membership Business Meeting on January 12, 2014. Attest: President 2014 Secretary 2014 Julie Woody Barbara Hall

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