UNITARIAN UNIVERSALIST COMMUNITY of CAMBRIA
A California Public Benefit Corporation
ARTICLE I. NAME
The name of this religious organization shall be Unitarian Universalist Community of Cambria (hereinafter Congregation), located in Cambria, County of San Luis Obispo, State of California. This congregation is recognized by the State of California as a tax exempt religious organization. This congregation is also recognized by the Internal Revenue Service as a Public Charity 501(c)(3) organization.
ARTICLE II. PURPOSE
Relying upon reason as our guide and in the spirit of universal love, the purpose of the Congregation shall be to:
Enjoy and practice the Unitarian Universalist Association Principles and Purposes founded upon individual freedom of belief.
Assist each other and our children to grow in the understanding of Unitarian Universalist Purposes and Principles, as well as to understand ways in which those principles and purposes can be implemented in everyday life.
Reach out to the community-at-large through service and dialogue based on Unitarian Universalist Principles and Purposes.
Promote and practice courtesy, integrity, transparency and fairness as the hallmarks of the Congregation in actions within itself, the community, and our larger religious and denominational families.
ARTICLE III. FISCAL YEAR
The fiscal year of this organization shall be from January 1 through December 31.
ARTICLE IV. DENOMINATIONAL AFFILIATION
This Congregation is a member of the Unitarian Universalist Association of Congregations (UUA) and a member of the Pacific Southwest District of the UUA. It is the intention of the Congregation to make annual financial contributions equal to its full Fair Share as determined by the Association and the District, when finances of the Congregation allow this involvement.
ARTICLE V. THE MINISTRY
SECTION 1: LAY-LED CONGREGATION. A lay-led congregation has no hired clergy. Sermons shall be delivered by invited laity and guest clergy.
SECTION 2: TRANSITION. An eighty percent (80%) majority vote by the current Membership is required to begin the process to transition from a lay-led congregation to a clergy-led congregation, employing the services of and following the guidelines set forth by the UUA.
ARTICLE VI. BOARD OF TRUSTEES
SECTION 1: PURPOSE. The Board of Trustees (hereafter, the Board) shall establish objectives, policies and plans to effectuate the purposes of the Congregation and shall see that the Congregation’s condition and activities are in accordance therewith.
SECTION 2: CHARGE. Members of the Board shall abide by and enforce the UUCC Congregational Covenant (hereinafter called Covenant). The Board is responsible to confirm that all church activities conform to these UUCC By-Laws, the UU Seven Principles, and the Covenant.
SECTION 3: COMPOSITION. The duly elected Board shall be composed of four (4) officers: A President, a Vice President, a Treasurer, and a Secretary, hereinafter called Officers, and three (3) Members-at-Large.
SECTION 4: EXECUTIVE COMMITTEE. The Officers shall constitute the Executive Committee which shall have general charge of the property of the Congregation and the appointment of such committees as it may deem necessary.
SECTION 5: TERM OF OFFICE. The term of office for each of the four Officers shall be three (3) years. The term of office for each of the three Members-At-Large shall be one (1) year. All Officers and Members-At-Large shall hold their positions on the Board for no more than two (2) consecutive full terms.
SECTION 6: DUTIES OF THE PRESIDENT. The President shall be the principal Executive Officer of the corporation and shall, in general, supervise the business and affairs of the Congregation, schedule and preside at all Board and Member meetings. The President may sign, together with any Officer authorized by the Board, payments, deeds, mortgages, bonds, contracts and other instruments, which the Board has authorized to be executed, except when the Board has authorized the execution to be by an Officer or agent other than the President. The President shall represent the UUCC in legal and other external relationships, including UUA district and national functions that require official representation, with the Board’s direction as applicable. In general, the President shall perform all duties incident to that office as well as such other duties as may be prescribed by the Board.
SECTION 7: DUTIES OF THE VICE PRESIDENT. In the absence of the President, or should the President vacate their office (ref. Article XI, Section 1), the duties of that office shall be performed by the Vice President, who, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall serve the function of “Sergeant at Arms” during Board and Membership meetings. The Vice President shall have such other powers and duties as may be prescribed by the Board.
SECTION 8: DUTIES OF THE TREASURER. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Congregation, and supervise the corporate accounting. The Treasurer shall oversee the safekeeping of the funds and securities of the Congregation and maintain all financial records (ref. Article XIV, Section 3). The Treasurer shall prepare and provide an annual proposed budget and a monthly Treasurer’s report to the Board. The Treasurer shall have principal signature authority. Further process instructions and procedures pertinent to this office are posted in the UUCC Operations and Procedures Manual maintained by the Board (ref. Article XIV, Section 1). In general, the Treasurer shall perform all the duties incident to that office and such other duties as may be prescribed by the Board.
SECTION 9: DUTIES OF THE SECRETARY. The Secretary shall record and authorize by signature a record (minutes) of any and all Board and Membership meetings, and maintain the original signed copy in one or more books provided for that purpose. Such books shall constitute a part of the corporate records and be available by request for review by members of the Board (ref Article XIV, Section 2). The Secretary shall be responsible for any official Congregation correspondence, including articles of gratitude and acknowledgement. In general, the Secretary shall perform all the duties of that office and such other duties as may be prescribed by the Board.
SECTION 10: DUTIES OF A MEMBER-AT-LARGE. A Member-at-Large shall participate as a voting member in all Board meetings, participate in ad-hoc committees as required and serve as a liaison between the congregation and the Board. In general, the Member-at-Large shall perform all the duties of that office and such other duties as may be prescribed by the Board.
SECTION 11: COMMITTEES. The Board may establish committees to conduct the affairs and business of the Congregation, including any special or ad hoc advisory committee(s).
All standing committees shall be accountable to and serve at the discretion of the Board and shall report annually to the Board on their activities and future plans.
Committee participation is open to Members and Friends. A committee chair is open to active Members in good standing only.
The Board is responsible to confirm that all committee activities conform to these UUCC By-Laws, the UU Seven Principles, and the Covenant.
SECTION 11: FINANCIAL ADMINISTRATION. The Board shall present a proposed budget for the coming year for consideration by the Membership at the Annual Membership Meeting. The proposed budget shall be adopted by a majority vote of the Members present at a Membership Meeting. The Board shall administer the adopted budget. The budget may be amended by a majority vote of the Board. Such amendments shall be presented to the Congregation for approval if the amendment provides for additional outlays or item changes equal to or greater than one thousand dollars ($1,000.00).
SECTION 12: PAID EMPLOYEES / INDEPENDENT CONTRACTORS / LEGAL COUNSEL. The Board is authorized to hire persons with requisite skills to assist in the operations of the Congregation.
ARTICLE VII. MEMBERSHIP
SECTION 1: OPEN MEMBERSHIP. Membership is open to all persons, regardless of ethnicity, skin color, national origin, age, gender or sexual orientation, or a person’s gender expression. It is encouraged that new Members have a basic awareness of the principles, purposes, and history of Unitarian Universalism.
SECTION 2: BECOMING A MEMBER. Any person may become a voting Member of the Congregation who is in sympathy with its purposes and programs, has signed the Membership roll, and makes a minimum annual tithing of record of one hundred dollars ($100) per year. This tithing level may be negotiated due to financial hardship.
SECTION 3: MEMBERSHIP PRIVILEGE AND RESPONSIBILITY. It is understood that Members will actively support the operations of the Congregation through attendance, service, and financial commitment, as they are able. Membership carries the privilege of and responsibility for
Voting on matters affecting the Congregation
Being eligible to chair a committee
Being eligible, after a minimum of one year of Member in good standing, to serve as an officer or Member-At-Large on the Board of Trustees
Reserving the facility for any recurring or non-recurring approved use
Being listed in the UUCC Membership Directory
Having access to the Members Only link on the UUCC website
Having access to books and records (ref. Article XIV)
SECTION 4: ACTIVE MEMBERSHIP STATUS. Membership status shall be determined by January 31 of each year. Members who are not currently active may be contacted and asked if they wish their Membership to be continued and/or by inviting them to reactivate their Member status with the Congregation subject to evaluation. Members will be dropped from the rolls if they have not participated in church activities or made financial contributions for the previous calendar year.
SECTION 5: PLEDGING FRIENDS. A person who is active in the Congregation but chooses not to sign the Membership Book (or has not reactivated Member status) is considered a friend; a Pledging Friend is a friend who also donates the minimum pledge amount annually. Pledging Friends shall be listed in the church membership directory.
ARTICLE VIII. MEETINGS—BOARD OF TRUSTEES
SECTION 1: SCHEDULE. The Board shall hold a general monthly meeting at a time and place designated by the Board and made public a minimum of thirty (30) days prior to the meeting. The Board may cancel a meeting if it is deemed necessary or due to a lack of a Board quorum (ref. Section 5 herein). It is highly recommended to adhere to a consistent time and place for the scheduled Board meetings.
SECTION 2: EXECUTIVE SESSION. The President (or another Officer in the absence of the President) may call for a closed meeting of Board members. Advance notice is not required for such meetings.
SECTION 3: ATTENDANCE. With the exception of Executive Sessions, all standard Board meetings are open to Members, Friends, and invitees, however, participation of a person not a Member of the Board is limited to discussions and presentations.
SECTION 4: CONDUCT. The President shall preside at the meetings. In his/her absence, the Vice President will preside. In the absence of both, a Chair chosen by the majority of the Trustees present will preside. Simple Roberts Rules of Order shall govern the conduct of the meetings.
SECTION 5: QUORUM. A quorum for the transaction of business at any meeting of the Board shall be five (5).
SECTION 6: VOTING. Only Members of the Board shall make, second, and vote on motions put forthwith or filling Board position vacancies.
All motions and elections shall be decided by a simple majority of the quorum of the Board.
The President shall cast the last vote.
The names of the Board members shall be recorded in the minutes for each motion acted upon ending with a split vote (not unanimous).
ARTICLE IX. MEETINGS—MEMBERSHIP
SECTION 1: SCHEDULE.
ANNUAL MEMBERSHIP MEETING: The Membership shall meet annually at a time and place designated by the Board and made public a minimum of twenty-one (21) days with an agenda prior to the meeting. The Annual Membership Meeting shall be held in November; time and date to be determined by the Board.
OTHER MEMBERSHIP MEETING: The Board is authorized to call a Membership Meeting at a time and place designated by the Board and made public a minimum of twenty-one (21) days prior to the meeting.
SECTION 2: ATTENDANCE. All Membership Meetings are open to Members, Friends, and invitees, however, non-members’ participation is limited to discussions and presentations.
SECTION 3: CONDUCT. The President shall preside at the Membership Meeting. In his/her absence, the Vice President will preside. In the absence of both, a chair chosen by the majority of the Trustees present will preside. Simple Roberts Rules of Order shall govern the conduct of the meetings.
SECTION 4: QUORUM. Fifty percent (50%) of the active membership shall constitute a quorum for the transaction of business at a Membership Meeting unless otherwise redefined by the Board.
SECTION 5: VOTING ELIGIBILTY. Only active Members of the Congregation shall vote on referendums and elections for Board Officers and Nominating and Elections Committee (NEC) members.
SECTION 6: VOTING PARAMETERS.
MEMBERS PRESENT VOTE:
Unless otherwise stipulated in these By-Laws herein, referendums and elections shall be determined by a fifty-one percent (51%) majority vote of the voting Members present at the Annual Membership Meeting or a called Membership Meeting.
Mail-in ballots and any authorized hand-delivered walk-in ballots shall be accepted by the NEC up to the start of the Members-present vote.
TOTAL MEMBERSHIP VOTE: When stipulated or redefined, a referendum may be subject to a total membership vote. Members need not be present at the called Membership Meeting to cast a vote.
SECTION 7: VOTING PARAMETERS REDEFINED. With the exception of stipulated voting parameters stated in these By-Laws herein, the Board is authorized, by unanimous vote, to redefine the voting parameters of a proposed referendum, to include:
Total Membership versus Members Present population
Higher majority vote percentage
ARTICLE X. ELECTIONS
SECTION 1: NOMINATING AND ELECTIONS COMMITTEE (NEC)
STRUCTURE. The NEC is made up of three qualified persons (ref. Section 2 herein) elected at the Annual Membership Meeting.
TERM: All positions on the NEC carry a one-year (1) term for no more than two (2) consecutive terms.
Before July 1, the NEC shall publicize open positions for the Board and the NEC, and invite nominations from the Membership.
The NEC is responsible for making public and submitting to the Board Secretary the slate of nominees thirty (30) days before the Annual Membership Meeting. Further nominations from the floor can be made at the Annual Membership Meeting.
The NEC shall administer the Board/NEC election at the Annual Membership Meeting and any other elections at Membership Meetings called by the Board.
The NEC shall manage nominations and elections per the guidelines and procedures posted in the UUCC Operations and Procedures Manual (ref. Article XIV, Section 1).
Board members shall not make direct nominations nor make recommendations to or engage with functioning of the NEC.
The NEC shall not seek/recruit for a position on the ballot that is not void of nominees.
The number of nominees per position is unrestricted.
An active member of the NEC is not eligible to run for a vacant Board position.
A qualified name cannot be posted for both a Board and an NEC position on the same ballot.
MIDTERM VACANCY. In the event that a position on the NEC becomes vacant before the end of a term, the remaining members shall seek a replacement, preferably one who has previously served on the NEC, for the remainder of the term.
SECTION 2: NOMINEE QUALIFICATIONS. A person is qualified for nomination if the following conditions are met:
Such person is currently a Member of the UUCC in good standing.
Such person has been a Member for a minimum of one (1) year previous.
Such person nominated by another is willing to give consent to be placed on the ballot.
Such person agrees to uphold that serving on the Board or NEC is a solemn commitment to the congregation guided by the Covenant.
Such person—one who has previously resigned from a position on the Board or the NEC--has taken part in a conversation with the current NEC who will assist and support the person in considering their ability to make this commitment.
ARTICLE XI. MID-TERM BOARD MEMBER VACANCY
SECTION 1: EXECUTIVE OFFICER VACANCY. (ref Article VI, Sections 6-9)
ACTING EXECUTIVE OFFICER. An Acting Executive Officer is a current member of the Board who consents to perform the duties of a vacated Executive Office until an Interim Officer is seated or the end of the year. The Acting Officer shall maintain their standing in the Board position to which they were duly elected.
INTERIM EXECUTIVE OFFICER. An Interim Executive Officer is a qualified person of the Congregation (ref. Article X, Section 2) who is named in a carried motion by the Board to assume the duties of the vacant Executive Officer position for the remainder of the year. The position will then be posted on the upcoming election ballot with the remaining number of years of the term (to maintain the ongoing term cycles). An Interim Officer is eligible to run as a Replacement Officer in an upcoming election.
C. REPLACEMENT EXECUTIVE OFFICER. A Replacement Executive Officer is a nominee who is elected at the Annual Membership Meeting to complete the remainder of a vacated office term.
D. FILLING AN EXECUTIVE OFFICER VACANCY. When an Executive Office position is or becomes vacant, the President shall appoint with the Board’s approval a consenting Board member to act in this position until either an Interim Executive Officer is seated or up to the end of the calendar year. If the vacancy occurs more than three (3) months before the Annual Membership Meeting, the NEC shall seek an Interim Executive Officer to fill the vacancy for the remainder of the calendar year. The Executive Officer nominated by the NEC must be approved by a Board motion to be seated.
SECTION 2: MEMBER-AT-LARGE VACANCY.
INTERIM MEMBER-AT-LARGE. An Interim Member-At-Large is a qualified person of the Congregation (ref. Article X, Section 2) who is named in a carried motion by the Board to assume the duties of the vacant Member-At-Large position for the remainder of the year. An Interim Member-At-Large is eligible to run for any position on the Board or NEC in an upcoming election.
B. FILLING A MEMBER-AT-LARGE VACANCY. If a Member-At-Large vacancy occurs more than three (3) months before the Annual Membership Meeting, the NEC shall seek an Interim Member-At-Large to fill the vacancy for the remainder of the calendar year. The Member-At-Large nominee by the NEC must be approved by a Board motion to be seated.
SECTION 3: LETTER OF RESIGNATION. In the event a duly-elected Board member chooses to leave their position during their term, they shall submit a signed and dated hard copy letter of resignation to an Executive Officer.
SECTION 4: REMOVAL OF A SITTING BOARD MEMBER. The Board maintains the option to remove a sitting Board Member by vote for any of the following reasons:
Such person displays destructive behavior that results in harm to this Community (ref. www.uua.org)
Dangerous: Such person is the source of a threat or perceived threat to persons or property.
Disruptive: Such person is interfering with congregational activities.
Offensive: Such person’s behavior is likely to drive existing Members and visitors away.
Such person is absent from three (3) of the scheduled Board meetings within a twelve-month (12) window.
ARTICLE XII. INSURANCE, REVIEWS/AUDITS, and LIABILITIES
SECTION 1: INSURANCE. The Congregation, under the direction and supervision of the Treasurer, shall procure and maintain such insurance as the Board directs, acting on behalf of and under the authority of, the Congregation.
SECTION 2: REVIEWS AND AUDITS. There shall be a review of the books, records and business of the Congregation by an audit committee and when/where appropriate, by a certified public accountant (CPA) at least every three (3) years. Special reviews and audits may also be called at any time by the Board.
SECTION 3: LIABILITIES. No Officer or Member shall be held personally responsible for the debts, liabilities or obligations of the Congregation. If a judgment is entered into against such persons acting in behalf of the Congregation, such person or persons shall be indemnified for reasonable expenses to the extent permitted by laws governing California Nonprofit Benefit Corporations.
ARTICLE XIII. FINANCE INSTRUMENTS and FUNDS
SECTION 1: FINANCE INSTRUMENTS. All checks, drafts and orders for the payment of monies, notes and other evidence of indebtedness issued in the name of the Congregation, shall be signed by the Treasurer and/or the President and/or the Vice President. Two signatures are required in accordance with the limit set in the Board-approved UUCC Finance Procedures posted in the UUCC Operations and Procedures Manual. The bank signature card shall hold the signatures of a minimum of three (3) Executive Officers. Further financial policies shall be posted in the UUCC Operations and Procedures Manual.
SECTION 2: FUNDS. All funds of the Congregation shall be deposited in its name in such banks, trust companies, or other depositories as the Treasurer may select, with the approval of the Board. Such depositories shall be those whose funds are insured by an agency of the U.S. government in such manner as will ensure the safety of the Congregation’s deposits.
ARTICLE XIV. DOCUMENTATION
SECTION 1: OPERATIONS and PROCEDURES MANUAL. Further details of the functions and duties of the current standing committees shall be described in the UUCC Operations and Procedures Manual, maintained by the Board.
SECTION 2: BOOKS AND RECORDS—SECRETARY. The Secretary shall be responsible for maintaining all books and records of its business and affairs of the Congregation to include minutes of the Board and Membership meetings, and all other non-financial official documents of the organization. The books and records shall be made available to the Board and to Members upon request.
SECTION 3: BOOKS AND RECORDS—TREASURER. The Treasurer shall be responsible for generating and presenting monthly Treasurer’s reports to the Board and shall be responsible for maintaining financial records such as check registers, bank statements, and appropriate ledgers and journals.
A. Financial records shall be made available by the Treasurer to the Board and to Members upon request.
B. Records of pledges, donations, bank and credit card numbers, and any other finance-related items the Treasurer, with concurrence of the Executive Committee, deems necessary to maintain confidentiality, shall be made available by the Treasurer only to the member whose information is at issue, Executive Officers on a need-to-know basis, and as required by law.
ARTICLE XV. DISSOLUTION OF THE CORPORATION
SECTION 1: As provided by the laws of the State of California, the Congregation may be dissolved by a unanimous vote of the Board.
SECTION 2: Upon dissolution of the Congregation, all of its property, real and personal, after paying all just claims upon it, shall be conveyed to and vested in the Unitarian Universalist Association or its legal successor, and the Board shall perform all actions necessary to effectuate such conveyance.
ARTICLE XVI. AMENDMENTS OF BY-LAWS
These By-Laws may be amended or repealed and new By-Laws adopted employing the following procedure:
A proposal to amend these By-Laws shall be submitted to the Board by any Member for approval to proceed.
The proposed amendment(s) (hereinafter Proposal) shall be made public by the Board for consideration of and comment by the Membership a minimum of twenty-one (21) days prior to re-submission to the Board.
The final draft of the Proposal must be made available for review by the Board a minimum twenty-one (21) days prior to an upcoming Board meeting.
The Board shall vote on the final draft of the Proposal and, if passed, shall be made available for a Membership vote.
Notification of the availability of the approved draft of the Proposal and a Membership Meeting for the purpose of a vote to adopt the Proposal shall be made to the Membership at least twenty-one (21) days prior to the Membership Meeting.
The Proposal shall be adopted by a fifty-one percent (51%) majority vote of the total Membership (ref. Article IX, Section 6B).
We, the undersigned, do hereby certify that:
1) We are the duly elected/appointed Secretary and President of the Unitarian Universalist Community of Cambria; and
The foregoing constitutes the official By-laws (previously amended UUCC By-Laws, April 2019) of the Congregation as adopted by a majority Membership vote on [date to be determined], 2020.
These By-Laws are titled: UUCC By-Laws, 15 September 2020.
UUCC Board of Trustees Secretary
UUCC Board of Trustees President
RS/rs Sep 2020