BY-LAWS
UNITARIAN UNIVERSALIST CONGREGATION
OF BINGHAMTON, NEW YORK
 
Adopted September 27, 1981
Previous Revision May 16, 2004
Revised June 10, 2007

 
ARTICLE I. NAME
 
This organization shall be known as the "Unitarian Universalist Congregation of Binghamton, New York".
 
ARTICLE II. MISSION STATEMENT
 

As the sun gives us warmth,
so may our Community be supportive and compassionate,
so may we cherish our children and each other, and
so may we provide the warmth of a safe haven.
 
As the rainfall quickens growth,
so may we educate ourselves and our children in love, and
so may we nurture lifelong spiritual, intellectual, emotional, and ethical growth.
 
As the wind scatters seeds,
so may we reach out and exchange ideas freely, respecting diverse cultures and religious beliefs.
 
As gardeners till the soil,
so may we apply our Unitarian Universalist Principles in our daily lives, and and in our service and actions throughout the local community and in the larger world.
 
As the earth blooms and fruits,
so may we celebrate the joy and beauty of life, with laughter and with the love that also supports us in times of need and sorrow.
 
As the moon and stars light the night sky,
so may truth guide us in our search for justice.
 
As the sky is open,
so may we welcome all.

 
ARTICLE III. GOVERNMENT AND AFFILIATION
 
Section 1. Government
 
The government of this Congregation is vested in its members who exercise the right of control in all its affairs.  The members elect a Board of Trustees that has the responsibility of conducting the business of the Congregation according to these By-Laws.
 
Section 2. Affiliation
 
This Congregation is affiliated with the Unitarian Universalist Association (UUA) and its designated state and/or regional associations.  It is pledged to cooperate with these bodies in all reasonable programs adopted by them for the purpose of extending the interests and influence of the Unitarian Universalist faith, as described in Article II of these By-Laws.
 
ARTICLE IV. MEMBERSHIP AND ITS RESPONSIBILITY
 
Section 1. Membership
 
Membership is open to any person aged 18 or older regardless of gender, race, national origin, sexual orientation, or disability, who is in sympathy with the principles and purposes of the UUA and the mission of our congregation. Youth who have completed the Coming-of-Age program may also become members with all the rights, privileges, and responsibilities of membership.
 
Membership will be granted immediately after the person has signed the Roster of Membership in the presence of the Minister, Moderator, or Clerk, and voting privileges will be granted thirty (30) days after signing.  Continuing membership will be granted to those who make an annual pledge and contribution of record.
 
Section 2. Meaning of Membership
 
We gather in a supportive and nurturing community to create opportunities to grow and to serve. As we, the membership, are called upon to contribute financially, it is strongly encouraged that we also make contributions of our time and talent, to the end that we may each experience those opportunities to grow and to serve as proclaimed in our mission. New members are encouraged to attend introductory classes to enhance their understanding of this congregation and Unitarian Universalism.
 
Section 3. Eligibility for Elective Office
 
Elective office may be held only by members. No one may hold more than one elective office concurrently, except that one (1) member of the Board of Trustees may also be elected to the Endowment Committee, as provided in its By-Laws, referenced herein in Article IX Section 2a, and that members of the Board and of any standing committee may also serve on a Ministerial Search Committee.
 
Section 4. Termination of Membership
 
a)         Any member may terminate membership by filing a written resignation with the Clerk.
 
b)         The Board of Trustees may terminate any member who has not fulfilled the requirements of membership as defined in Article IV Section 1 within the first three months of the next fiscal year. The Clerk shall notify such persons that their membership will be terminated unless they indicate that they do wish to continue membership by fulfilling the requirements.
 
c)         Pledging and contribution requirements may be waived for good cause at the discretion of the Minister in confidential  consultation with the Moderator
 
ARTICLE V. MEMBERSHIP MEETINGS
 
Section 1. Regular Meetings
 
a)         The Annual Meeting shall be held each Spring, prior to the final Board meeting of the current church year, on a date fixed by the Board of Trustees. Officers, Trustees, Endowment Committee, and Nominating Committee members shall be elected at the Annual Meeting. Terms of office will take effect on July 1st, and it is strongly recommended that newly-elected officers and trustees attend that final board meeting to facilitate the transfer of ongoing business. Annual reports of committees shall be received, and opportunity shall be provided for discussion of the Congregation’s program.
 
b)         The Annual Budget Meeting shall be held in the last quarter of the fiscal year on a date set by the Board of Trustees for the purpose of adopting the budget. The fiscal year is defined as July 1st through June 30th. The Board of Trustees and the Finance Committee shall develop the proposed budget.

(1)        Notice of the Board and the Finance Committee meetings held prior to and in anticipation of the Annual Budget Meeting shall be published in the newsletter.
(2)        Copies of the Annual Budget proposed for the coming year shall be mailed to the members with the notice of the Annual Budget Meeting.

 
c)         Notice of the above Annual meetings, with an agenda, shall be mailed to each member at least ten (10) days prior to the date of the meeting.
 
Section 2. Special Meetings
 
Other Congregational meetings for business may be called by the Board of Trustees or shall be called upon the written application of twenty (20) members of the Congregation addressed to the Clerk.

(1)        Notices of such meetings, with an agenda, shall be mailed to each member at least ten (10) days prior to the date of the meeting.

 
Section 3. Quorum
 
a)         Fifteen percent (15%) of the members qualified to vote shall constitute a quorum at any business meeting of the Congregation.  No fewer than a quorum shall conduct business.
 
b)         A permanent record shall be maintained of signatures of voting members attending all Congregational meetings where business is conducted.
 
Section 4. Majority Vote
 
Majority vote shall decide any question, except where otherwise provided in these By-Laws.
 
ARTICLE VI. BOARD OF TRUSTEES
 
Section 1. Composition
a)         The Board of Trustees shall consist of five (5)  Officers and five (5) Trustees. The officers are  Moderator, Moderator-Elect, Clerk,  Treasurer, and Treasurer-Elect.
 

b)         Although the Treasurer-Elect is an officer of the Board, he/she is not required to attend Board meetings unless standing in for the Treasurer.
 
c)         The Minister is a non-voting ex-officio member of the Board of Trustees.
 
d)         The Director of Religious Education is a non-voting ex-officio member of the Board of Trustees.
 
Section 2. Meetings
 
a)         The Board of Trustees shall hold at least ten (10) meetings between July 1 and June 30.
 
b)         Special meetings may be called by the Moderator and shall be called upon written request of two (2) members of the Board of Trustees addressed to the Clerk.
 
c)         Five (5) members shall constitute a quorum at any meeting of the Board of Trustees.
 
Section 3. Responsibilities
 
The Board of Trustees shall be the sole policy-making authority of the Congregation.
 
a)         It shall provide a place for the holding of regular Worship Services, and such other facilities as the Congregation may decide upon.
 
b)         It shall ensure the services of a Minister, subject to the action of the Membership as provided in Article X of these By-Laws.
 
c)         It shall provide the vision for the Congregation’s future and its programs.
 
d)         It shall provide for the overall administration of the institution including financial management, the care of the property, employment policies and salaries, and personnel management.  It shall select, supervise, and if necessary, discharge employees.
 
e)         It shall appoint a Personnel Committee as defined below in Section 4.
 
f)         It shall approve all contracts.  All contracts shall be signed by the Moderator and countersigned by the Clerk.
 
g)         It shall appoint a member as Collector to receive and deposit funds.
 
h)         It shall not authorize the conveyance or mortgaging of real estate belonging to the Congregation.
 
i)          It shall not enter into a contract or any obligation involving an unbudgeted expenditure of an amount in excess of fifteen hundred dollars ($1500.) without the approval of the members of the Congregation.
 
j)          The Treasurer, Treasurer-Elect and Collector shall be bonded with surety or sureties at the expense of the Congregation.
 
k)         It shall direct an annual review of the books and records.
 
l)          It shall direct a review of the By-Laws at least every five (5) years..
 
Section 4. Personnel Management
 
a) Personnel Committee
 
There shall be a Personnel Committee, which meets in closed executive session, and whose proceedings shall be kept confidential. The committee shall consist of four (4) members of the Board of Trustees. They shall choose their own chair.
 
b) Procedures

(1) Policies and procedures shall be established by the Personnel Committee and approved by the Board of Trustees..
(2) For the paid staff, except the Minister, there shall be a Hiring Procedure, a Grievance Procedure, and a Procedure for Unsatisfactory Performance. The final responsibility in hiring and dismissal is that of the Board of Trustees.
(3) Supervisory relationships shall be determined by the Board of Trustees and described in the Personnel Policies.
(4) Annual reviews of staff performance and salary packages, except for that of the Minister, shall be performed by the Personnel Committee and Supervisors, and the results reported to the Board of Trustees. Annual reviews of the Minister’s performance and salary package shall be performed by the Board of Trustees in consultation with the Committee on Ministry, per Article XI d) (4).
 

ARTICLE VII. OFFICERS
 
Section 1. Method of Election and Terms of Office
 
The Moderator (if so needed), Moderator-Elect, Clerk, Treasurer (if so needed), and Treasurer-Elect shall be elected at the Annual Meeting. The terms of office for the officers shall be one year: from July 1 to June 30.
 
a)         The Moderator and Moderator-Elect shall not succeed themselves but may succeed each other.  The Moderator and Moderator-Elect shall not serve in either office or combination of them for more than four (4) consecutive years.
 

b)         The Clerk shall not be eligible to succeed him/herself after having served three (3) consecutive full terms.
 
c)         The Treasurer and Treasurer-Elect shall not succeed themselves but may succeed each other.  The Treasurer and Treasurer-Elect shall not serve in either office or combination of them for more than four (4) consecutive years.
 
Section 2. Vacancies
 
a)         If the Moderator’s office becomes vacant, the Moderator-Elect shall assume the office of Moderator and a new Moderator-Elect shall be appointed by the Board. If the Moderator-Elect position becomes vacant, the Board shall appoint a replacement.
 
b)         If the Clerk’s office becomes vacant, the Board shall appoint a replacement.
 
c)         If the Treasurer's office becomes vacant, the Treasurer-Elect shall assume the office of Treasurer and a new Treasurer-Elect shall be appointed by the Board. If the Treasurer-Elect position becomes vacant, the Board shall appoint a replacement.
 
d)         Board appointments are temporary until the end of the current church year.
 
Section 3. Recall of Officers
 
Officers may be recalled for due cause by a 2/3 vote of a duly-called membership meeting.
 
Section 4. Duties
 
a)         The Officers shall attend all meetings of the Board of Trustees.
 
b)         The Moderator serves as executive officer of the Congregation and Board of Trustees.  The  Moderator:

(1)        is a non-voting, ex-officio member of all committees with the exception of the Nominating Committee.
(2)        may call special meetings of the Congregation and the Board of Trustees.
(3)        shall sign all duly authorized contracts of the Congregation which shall be countersigned by the Clerk.
(4)        shall perform other duties as the Board of Trustees may require.
 

c)         The Moderator-Elect shall:

(1)        serve as. chair of the Program Council.
(2)        assist the Moderator in the performance of the Moderator’s duties.
(3)        assume and perform all the duties of the Moderator in the Moderator’s absence.

 
d)         The Clerk shall:

(1)        give notice of all meetings of the Congregation and the Board of Trustees.
(2)        keep an accurate record of the proceedings of all meetings of the Board of Trustees and all Membership Meetings.
(3)        ensure that an accurate record of the names and addresses of the Congregation’s members is kept, and shall have custody of all books, papers, and records of the Congregation except those entrusted to the Treasurer.
(4)        countersign with the Moderator all duly authorized contracts with the Congregation.
(5)        record and maintain the policies and procedures manual.
(6)        in the absence of both the Moderator and Moderator-Elect, shall call meetings of the Congregation and Board of Trustees, and shall preside as Moderator Pro Tem at those meetings.

 
e)         The Treasurer shall:

(1)        have custody of all funds of the Congregation except any that have been placed in the custody of special trustees by the Congregation.
(2)        keep an accurate record of all receipts and disbursements, pay all bills duly incurred for the general expense of the Congregation and such other bills as may be approved by the Board of Trustees.
(3)        render financial statements to the Congregation at the Annual Budget Meeting, and to the Congregation and the Board of Trustees as may be requested.
(4)        transfer money in the name of the Congregation and in such banks as the Board of Trustees may direct.
(5)        have the books and records available for examination by the Membership.

 
f)         The Treasurer-Elect shall:

(1)        assist the Treasurer in the performance of the Treasurer's duties
(2)        assume and perform all the duties of the Treasurer in the Treasurer's absence,

(3)        serve as vice chair of the Program Council.
(4)        preside over meetings of the Program Council in the Moderator-Elect’s absence.

 

g)         Ordinarily, at meetings of the Congregation or Board of Trustees, the presiding officer should not vote, but may do so, not obliged to, whenever the vote will affect the outcome - to either break or cause a tie. He/she can always vote in the case of a secret ballot.
 
ARTICLE VIII. TRUSTEES
 
a)         Trustees are elected at the Annual Meeting to serve terms of three (3) years each. One (1) or two (2) Trustees, as appropriate to maintain staggered/overlapping terms, shall be elected annually. A Trustee shall not be eligible to succeed him/herself after serving two consecutive full terms.
 
b)         Attendance: Trustees shall attend all meetings of the Board of Trustees.
 
c)         Absence: If, within a church year, a Trustee is absent from a total of four (4) regularly scheduled meetings, the Trustee shall vacate the office.
 
d)         Vacancies: In the event of a vacancy in an office of Trustee, the Board of Trustees shall appoint a new Trustee to serve the balance of the current church year. A nominee for any unexpired portion of the term shall be chosen at the next Annual Meeting.
 
ARTICLE IX. PROGRAM COUNCIL
 
Section 1. Composition

Moderator-Elect, Chair.
Treasurer-Elect, Vice Chair.
Chairs or designated representatives of all committees, teams, task forces and any other such groups offering programs.

Section 2. Meetings  

The Program Council shall meet at least six (6) times each church year.

Section 3. Responsibilities
 
a)         To enhance congregational communication, cooperation, and calendar coordination.
 

b)          It may initiate and advance programs/activities meant to strengthen our congregation.
 
b)          To advance any long range plan objectives assigned it by the Board.
 
ARTICLE X. COMMITTEES
 
All committees, except where otherwise noted, are open to full participation by the congregation’s members and friends. This includes holding office and voting in meetings of those committees. Similarly, all activities planned by those committees and other ad-hoc groups are also open to full participation.
 
Section 1. Standing Committees
 
There shall be eleven (11) standing committees of the Congregation -- not only committees that are essential to the operation of the congregation, but also committees that are fundamental to the mission of the congregation. They are: Caring, Denominational Affairs, Gay and Lesbian Concerns, Finance, Membership Outreach, Property, Religious Education for Adults, Religious Education for Children, Social Justice, Stewardship, and Worship. The Moderator shall ensure that there is a chair for each standing committee. Committees are encouraged to have a co-chair or vice chair.

 
Section 2. Elected Committees
 
a)         Endowment Committee: There shall be an Endowment Committee, governed by the By-Laws of such Endowment Committee enacted and adopted by the Congregation on June 2, 1991.
 
b)         Committee on Ministry: See ARTICLE XII.
 
c)         Nominating Committee: See ARTICLE XIII
 
Section 3. Others
 
Other committees whose missions are long term, as opposed to ad-hoc, may be established and maintained by the Board of Trustees as it deems necessary. Members are free to form other committees and ad-hoc groups, with the permission of the Board.
 
Section 4. Term Limits
 
To foster new leadership, wider participation, and to prevent burnout, the term of the chairperson of all standing and other committees shall not exceed three (3) years.
 
ARTICLE XI. MINISTER
 
Section 1. Duties and Qualifications
 
The Minister shall be the religious head of the Congregation, and shall perform such duties as are specified in his or her covenant of employment with the Congregation and required by the By-Laws.
 
a)         The Minister shall consult with and advise the Board of Trustees concerning management of the Congregation’s business and the administration of Congregational policy.  He or she shall be a Minister in fellowship with the Unitarian Universalist Association or recognized by the Association as actively seeking fellowship.
 
b)         The Minister shall be a non-voting ex-officio member of the Board of Trustees and of all standing committees.
 
c)         In keeping with the Liberal Tradition, the Minister shall enjoy a free pulpit, differentiating between personal and congregational opinions.
 
Section 2. Calling a Minister
 
a)         Upon the resignation or dismissal of a Minister, the Congregation shall elect seven (7) members to constitute a Ministerial Search Committee.  Any member receiving a two-thirds (2/3) vote of the members present and voting, shall be considered elected. Voting shall be by secret ballot. Voting shall continue until seven (7) of the nominees have received the two-thirds (2/3) vote required for election.  The Moderator shall call the first meeting of the Committee, at which time the Committee shall elect its own Chairperson.
 
b)         The Ministerial Search Committee shall follow the denominational candidating procedures, and shall investigate the availability and suitability of the candidates suggested.  When the Committee has agreed upon a candidate for recommendation to the Membership of the Congregation, such a candidate shall visit the Congregation and speak at least once from the Pulpit.  No other candidate shall be presented to the Membership until action has been taken upon the candidate presented by the Committee.
 
c)         The Ministerial Search Committee shall report its recommendations for a Minister and conditions of employment to a duly called Membership Meeting. The selection of a Minister shall require the consent by written ballot of two-thirds of the voting members present at such an announced meeting.
 
d)         A covenant shall be entered into by the Congregation and the Minister-elect noting in detail compensation agreed upon, all perquisites, and any other matters agreed upon by the Minister-elect and members of the Congregation.
 
Section 3. Tenure
 
The Minister is engaged for an indefinite period of time.
 
Section 4. Salary
 
The compensation of the Minister shall be reviewed annually and shall be fixed by the membership at the Annual Budget Meeting.
 
Section 5. Resignation
The Minister shall give at least three (3) months notice unless otherwise mutually agreed upon by the Minister and the Congregation.
 
Section 6. Dismissal
 
The Minister may be dismissed by a majority of the qualified voting members of the Congregation present at any meeting legally called for that purpose.  Salary shall be continued for three (3) months following dismissal.
 
ARTICLE XII. COMMITTEE ON MINISTRY
 
a)         The Committee on Ministry shall consist of the Minister and three members of the Congregation, elected to staggered three year terms, chosen as follows. When a vacancy occurs the Minister shall nominate two or three members of the congregation and submit their names to the Board. The Board shall then choose (in Executive Session, if preferred) one of the nominees to fill the expired term or to fill the remainder of the term. Members cannot serve two consecutive terms. Terms of office expire on June 30th. When a new settled minister has been hired, consideration shall be given to selecting one or two members of the search committee to serve the term vacated during an Interim’s year, or to supplement the three member committee.
 
b)         The Chairpersonship of the Committee on Ministry shall go to that member who has served on the committee the longest; in the case of two members serving equally long because of an early vacancy, the one whose term will expire first shall take the position.  The Chair has the responsibility for convening meetings on a regular basis, and for reporting to the Board. Normally the committee member serving in their second year will serve as Vice-Chair.
 
c)         The purpose of the Committee on Ministry shall be to strengthen the quality of the shared and mutual ministry in the Congregation. The Committee shall serve as a support group for the Minister providing advice and counsel, and as a communication channel between the Minister and Congregation. Committee members must have the trust of the Minister and that of the Congregation.
 
d)         The most important functions of the Committee on Ministry include but are not limited to the following:

(1)        to help the Minister carry on an effective ministry.
(2)        to keep the Minister informed and advised about conditions within the Congregation as they affect relations between Minister and members, with its main thrust being to strengthen and improve relationships.
(3)        to continually interpret to the Congregation the nature and scope of the work of the Minister, including a clarification of role expectations and realistic priorities for Minister and members.
(4)        to consult with the Minister and submit an annual compensation recommendation to the Board of Trustees.
(5)        to work with the Minister on plans for continuing education, sabbatical planning, or other professional development and to advocate for such plans to the Board and the Congregation, including appropriate funding of such plans.

 e)         All meetings of the Committee shall be in closed executive session, and its proceedings shall be kept confidential.
 
ARTICLE XIII NOMINATING COMMITTEE AND ELECTION PROCEDURE
 
a)         A Nominating Committee of seven (7) members shall be elected at each Annual Meeting to serve for one year terms. In the event of vacancies in the membership of the Committee, the first two shall go unfilled. Additional vacancies shall be filled, by election at a Congregational meeting, to restore the Committee to five (5) members.
 
b)         The Moderator shall call the first meeting of the Nominating Committee, at which time the Nominating Committee shall elect its own Chairperson.
 
c)         All meetings of the Committee shall be in closed executive session, and its proceedings shall be kept confidential.
 
d)         The Nominating Committee shall present to the Congregation one (1) nominee for each elective position at the Annual Meeting  In addition, the Nominating Committee shall nominate its successors.  No more than one (1) member of the Nominating Committee may succeed him or her self.
 
e)         Petitions for nominations for elective positions may be submitted to the Nominating Committee up to two weeks before the Annual Meeting.  Petitions must have the signatures of at least ten (10) members.  The Nominating Committee shall present these names as petition candidates at the Annual Meeting.
 
f)         The proposed slate of nominees shall be mailed to the Membership at least four (4) weeks prior to the Annual Meeting.
 
g)         If a nominee becomes unavailable after nomination and before the Annual Meeting, a substitute may be nominated by the Nominating Committee.
 
h)         Nominations from the floor may be made only with prior consent of the nominee secured by the person placing the name into consideration.
 
i)          All elections at Congregational Meetings shall be by secret ballot in cases where there is more than one nominee for a position.
 
j)          All elections shall be by majority vote.  If at any election no candidate receives a majority of the votes, there shall be a run-off election between the two candidates receiving the greatest number of votes.
 
k)         There shall be no voting by proxy.
 
l)          Those persons elected to positions at the Annual Meeting take office the following July 1.
 
ARTICLE XIV. EQUAL EMPLOYMENT OPPORTUNITY
 
In its hiring of staff and in its calling of a minister, the Congregation shall weigh the credentials and qualifications of all candidates without regard to gender, race, national origin, sexual orientation, or disability.
 
ARTICLE XV. DISSOLUTION
 
In the case of dissolution of the Congregation, all its property, real and personal, subject to all claims against it, shall be vested in the Unitarian Universalist Association or its successor to be held in trust for the benefit of a future Unitarian Universalist Society in the vicinity.
 
ARTICLE XVI. AMENDMENT OF BY-LAWS
 
These By-Laws may be altered or amended by a vote of two-thirds (2/3) of the members present at any Regular or Special Membership Meeting of the Congregation, provided that notice of the proposed change is included in the notice of the meeting, which must be mailed to the Membership at least ten (10) days prior to that meeting.  By-Laws may be suggested to the Board, if accompanied by a petition of twenty (20) voting members.
 
ARTICLE XVII. PARLIAMENTARY AUTHORITY
 
The rules contained in the current edition of ROBERT'S RULES OF ORDER NEWLY REVISED shall govern this organization in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Congregation may adopt.
 
ARTICLE XVIII. REVOCATION
 
The By-Laws in force previous to the adoption of these By-Laws are hereby superceded.  All changes shall be executed forthwith.