First Parish Church of Stow and Acton

Revised Bylaws 2004

ARTICLE 1 NAME

The name of this religious organization shall be the First Parish Church (Unitarian Universalist) of Stow and Acton, Massachusetts.

ARTICLE 2 PURPOSE

Our purpose is to join together in a cooperative quest for religious and ethical values; to apply these values to the fulfillment of our objectives, which are: the development of character, the enrichment of the spirit, the promotion of universal friendship and service to all humanity. Our basic convictions are that religious and scientific truth must be compatible, that the democratic process must govern all human relations, that each individual has an inherent dignity and the right to freedom of belief unfettered by any prescribed creed.

ARTICLE 3 DENOMINATIONAL AFFILIATION

The church shall be a member of the Unitarian Universalist Association in the Clara Barton District. It is the intention of the church to make annual financial contributions to the Association and the District.

ARTICLE 4 MEMBERSHIP

Section 1. Any person in sympathy with the purpose and methods of the church as expressed in the statement of purpose may become a member of this church by signing the church membership book, and by being received into the fellowship by the Minister, or by the President on behalf of the church in the presence of witnesses who are members of the church. Members so received agree to observe and abide by the Bylaws of this church together with amendments that may have been made thereto. No subscription to creed or participation in ceremony will be required of a member.

Section 2. It is our intention that this church shall be a welcoming congregation which affirms and promotes the full participation of persons in all our activities and endeavors without regard to race, color, gender, physical or mental challenge, sexual orientation, age (except as limited in Article 4, Section 3), class, or national origin.

Section 3. The right to vote at meetings of the church shall be limited to members who are 18 years of age or older and have been members for more than 60 days except those members who are in non-voting status as defined in Article 4, Section 6.

Section 4. Any person aged 12 through 17 years of age who is in sympathy with the purposes of the church may become an associate member by signing the church membership book as stated in Section 1 of this Article. Associate members shall have all the privileges accorded to members except the legally withheld rights of voting at business meetings. Upon attainment of age 18, associate membership ends. Associate members may become members by signing the membership book.

Section 5. Withdrawal from membership may be made by written request to the Clerk. The Board of Trustees shall also have the authority to remove any member from the membership roll upon recommendation of the Membership Committee

Section 6. Any member who has not participated in the church’s activities nor made financial contribution within 12 months, shall be contacted for an expression of their desire to continue their membership. If they desire to continue membership, but will not be participating or contributing, they may be designated a non-voting member by the Membership Committee. Non-voting members are not included in the total membership counts of the church and may not vote at meetings of the church. Non-voting members regain their voting rights 30 days after giving written notice to the Membership Committee of their intent to terminate non-voting status.

ARTICLE 5 OFFICERS

Section 1. The officers of the church are the President, Vice President, Clerk and Treasurer. They are elected by the congregation at the Annual Meeting for one year terms. The President and Vice President serve no more than three consecutive terms. Only members of the church qualified to vote may be elected to these offices.

Section 2. The President shall preside at meetings of the Board of Trustees and represent the church on all appropriate occasions.

Section 3. The Vice President shall preside at meetings of the Church Council and shall be a member of the Board of Trustees. The Vice President shall act as the President in the absence of the President.

Section 4. The Clerk shall keep record of the transactions of the Board of Trustees meetings and meetings of the church; handle official correspondence of the church; maintain a roster of the members of the church qualified to vote; and perform such other duties as may be prescribed.

The Clerk shall maintain custody of all other books, papers etc. belonging to the church, unless otherwise specified. All records of the Clerk shall remain the property of the church.

The Clerk shall post notices and notify the membership by mail of all Annual and Special Meetings of the church and the affairs to be voted upon.

Section 5. The Treasurer shall receive and provide for the safekeeping of all money and other property of the church entrusted to the Treasurer’s care; disburse payments under the direction of the Board of Trustees and Church Council as appropriate; and keep complete records of the finances of the church. The records are the property of the church and shall be open to inspection at any time to the Board of Trustees.

The Treasurer shall present a financial report at each regular meeting of the Board of Trustees and at the Annual Meeting of the church. The annual statement for the fiscal year may be audited and certified by persons designated by the Board of Trustees. The Treasurer shall also send a monthly financial report to the Chair of each Council Committee.

The Board of Trustees will appoint a Pledge Secretary who shall be responsible for recording contributions and for sending statements to members. The Pledge Secretary will be recommended by and report to the Treasurer and will work with the Finance Chair as necessary.

The Treasurer may appoint one or more assistants with the approval of the Board of Trustees.

ARTICLE 6 CONGREGATIONAL MEETINGS

Section 1. Notice of meetings of the congregation shall be given by the Clerk by posting a notice on the exterior of the meeting house and by mailing a notice to every member of the church at least 8 days before the day of the meeting. The notice of the meeting shall include the business to be transacted and the time and place of the meeting.

Section 2. A quorum shall be 15% of the number of members eligible to vote as of the date of the most recent Annual Meeting. Majority vote decides any question, unless otherwise required by the Bylaws. Friends of the church who are not members shall be welcome at all meetings and may be given the courtesy of the floor, but can not vote.

Section 3. The Annual Meeting shall be held each year in the month of May, at such time and place as shall be fixed by the Board of Trustees. The business of the Annual Meeting shall include the following: Call to order by the Moderator, reading by the Clerk of the minutes of the previous Annual Meeting and of all Special Meetings held during the year, reports of officers, reports of committees, report of the Minister, reports of other church organizations, vote of the congregation to continue public worship for the next year, Nominating Committee report, elections, report of the Investment Committee, report of the Finance Committee, report of the Treasurer, action on the Annual Budget, unfinished business, new business, and adjournment.

The list of nominees for elected office prepared by the Nominating Committee shall be included with the notice for the Annual Meeting. Additional nominations may be made by the congregation at the Annual Meeting with the prior consent of the nominee.

The terms of office in effect at the time of passage of this article, or beginning at the meeting at which this article is passed, shall be extended by a period equal to the interval between the next January meeting that would be held if the article were not enacted to the time of the May meeting immediately following.

Section 4. A Moderator shall be elected at the Annual Meeting for a one year term to preside at all Special Meetings during the following year and at the next Annual Meeting. In the absence of the Moderator at any meeting of the church, the Clerk shall preside over the election of a Moderator from those members in attendance. The Moderator so elected shall preside at that meeting only.

Section 5. The rules contained in the current “Robert’s Rules of Order” shall govern in all cases unless they are inconsistent with these Bylaws.

Section 6. Special Meetings may be called by the Board of Trustees, or upon submission to the Clerk of a written petition of not less than twelve voting members of the congregation.

ARTICLE 7 BOARD OF TRUSTEES

Section 1. There shall be a Board of Trustees composed of the President, Vice President, Clerk, Treasurer and five Trustees. The Minister shall be an ex-officio, non-voting member of the Board of Trustees.

Section 2. Trustees shall be elected at the Annual Meeting for a three year term with a maximum of two consecutive terms. Only members of the church shall be eligible for election to the Board of Trustees. The open trustee positions shall be elected each year so that over a three year period, two trustees will be elected in each of two years and one in the third.

Section 3. Members of the Board of Trustees and all other elected persons may be removed from office for nonperformance of duties. A two-thirds vote of the Board of Trustees is required to remove a person from office.

Section 4. The Board of Trustees shall be responsible for the general health and well being of the congregation and the functioning of the church. It shall be responsible for maintaining communication regarding church matters among members, friends, committees, and staff. It approves or disapproves all proposals for new organizations or programs within the church.

It shall carry out a continuing evaluation of the church ministry. All aspects of the ministry, including responsibilities of the congregation, and those for which the Minister is responsible shall be a part of this evaluation.

Section 5. The Board of Trustees shall mediate and resolve any disputes arising within the church.

Section 6. The Board of Trustees, on behalf of the church, shall have ultimate responsibility for the property of the church. Any sale of church property of historical value, or valued in excess of 2% of the Annual Budget, shall be approved at the Annual Meeting or at a Special Meeting of the church called for that purpose. The signatures of at least two of the church officers, as defined in Article 5, shall be required on any sale documents.

Section 7. Five voting members shall constitute a quorum.

Section 8. The congregation shall elect a Finance Committee Chair for a one year term who shall report to the Board of Trustees. Only members of the church shall be eligible for this position. The Finance Committee shall be responsible for general financial administration and preparation of the budget. The Finance Chair shall keep informed of the financial condition of the church and be prepared to give reports when called upon, and shall coordinate efforts with the Treasurer. The Chair and members of the committee shall work with special committees appointed to raise funds for denominational appeals and special campaigns such as building or renovation programs.

The Finance Chair shall recommend a Canvass Committee Chair for appointment by the Board of Trustees. The Canvass Committee shall be responsible for canvass activities undertaken on behalf of the Congregation. The Canvass Committee is a sub-committee of the Finance Committee.

Section 9. The Congregation shall elect the Chair of the Personnel Committee for a one year term who shall report to the Board of Trustees. Only members of the church shall be eligible for this position. The committee shall be responsible to the Board of Trustees. The Committee shall coordinate in collaboration with the Minister annual performance reviews of employees, with the exception of the Minister and make compensation recommendations to the Board of Trustees. The Committee is responsible for job descriptions and providing recommendations to the Board of Trustees regarding recruiting, contract and salary negotiations.

Section 10. The Board of Trustees appoints members to fill vacant elective office positions. Such appointments shall remain in effect until the next Annual Meeting at which time offices with a more than one year term will be filled by election for the remainder of that term.

Section 11. The Board of Trustees shall appoint all church employees except the Minister, and shall negotiate compensation with all employees. The Board of Trustees shall consult with the Personnel Committee on all personnel appointments and negotiations.

Section 12. The Board of Trustees shall finalize an Annual Operating Budget, based on recommendations from the committee chairs, the Personnel Committee and the Finance Committee. and present it to the Annual Meeting. The Board of Trustees shall prepare any special or supplemental budgets for consideration of Special Meetings of the congregation.

Section 13. The Board of Trustees shall appoint a Canvass Committee Chair who shall be responsible for canvass activities undertaken on behalf of the congregation.

Section 14. Expenditures exceeding 5% of the Annual Budget, not specifically itemized in the Annual Budget, require authorization at a Special Meeting of the church, except that, when there is imminent danger to any person or property, the Board of Trustees may authorize the expenditure up to 20% of the Annual Budget.

The Board of Trustees may reallocate budgeted amounts within the Annual Budget and may authorize expenditures in excess of the Annual Budget, providing that in each case, the cumulative amounts do not exceed 5% of the Annual Budget. The Board of Trustees shall determine the major budget categories of the Annual Budget within which the Church Council may make administrative changes for its respective committees.

Section 15. In the event that the church membership authorizes the borrowing of funds, the signatures of at least two of the church officers, as defined in Article 5, shall be required on any loan documents.

ARTICLE 8 CHURCH COUNCIL

Section 1. There shall be a Church Council composed of the Vice President and the elected committee chairs listed in Article 9 with the exception of the Nominating Committee.

Section 2. The Church Council shall be responsible for the administration of the church’s programs, the operation and maintenance of its facilities, and the conduct of all its business affairs within the guidelines established by the Board of Trustees.

Section 3. A quorum shall be representation by 50% of the Council committees.

Section 4. Each committee shall submit its budget recommendations to the Finance Chair. After approval of the budget by the congregation, committee chairs are responsible for administering their respective budgets. Council committees must have the approval of the Board of Trustees for any single non-budgeted expenditure.

Section 5. The Church Council is responsible for maintaining the church calendar and coordinating activities.

ARTICLE 9 COMMITTEES

Section 1. The Chairs of the committees listed in this Article are elected by the congregation at the Annual Meeting for one year terms. These Committee Chairs, with the exception of the Nominating Committee are voting members of the Church Council, and shall appoint sufficient persons to their committees to carry out the duties in their area of responsibility. Youth are welcomed and encouraged to become members of any church committee.

Ad hoc committees may be created only by the Board of Trustees or Church Council.

Section 2. The Adult Programs Committee shall plan and arrange adult educational programs such as classes, lectures and discussion groups.

Section 3. The Building and Grounds Committee shall be responsible for the care of the church buildings and grounds. It shall coordinate the efforts of the Church Building Committee, the Grounds Committee, the Parsonage Committee, and the Fellowship Hall Committee. It may appoint, with the approval of the Board of Trustees, and supervise personnel for the care of the buildings and grounds. Regular inspection of the properties shall be made and an inventory of all property maintained.

Section 4. The Church Building Committee shall be responsible for the care of the church building. It is empowered to make repairs and to purchase supplies. It shall be responsible for heating and utilities of the church.

Section 5. The Fellowship Hall Committee shall be responsible for the care of the fellowship hall. It is empowered to make repairs and to purchase supplies. It shall be responsible for heating and utilities of the fellowship hall.

Section 6. The Grounds Committee shall be responsible for the maintenance of all church grounds, including parking lot, snow removal, and lawn mowing.

Section 7. The Parsonage Committee shall be responsible for the care of the parsonage. It is empowered to make repairs and to purchase supplies. It shall be responsible for heating and utilities of the parsonage.

Section 8. The Caring Committee shall be responsible to provide outreach to provide support to members of the church in need. All members and friends of the church are considered to be members of the Caring Committee.

Section 9. The Communications Committee shall be responsible for publicity, publications, Council meeting minutes, Sunday announcements, electronic communications projects, and other related areas.

Section 10. The Denominational Affairs Committee will serve as the point of contact with the Unitarian Universalist Association, the UUA district organization, other UU churches and related organizations. It will provide information about the denomination periodically to the congregation and keep the congregation informed about significant UU issues and events. It will support committees, the Board of Trustees and the Minister when necessary with regard to denominational activities and will monitor communications from UU organizations which require action by the church. It will provide coordination and assistance with financial grant applications to the district and the UUA.

Section 11. The Facilities Committee shall be responsible for scheduling the use of all church facilities, for collecting rent, and for liaison with groups which use the facilities. The Committee shall cooperate with all other committees in making the property as well suited and available as possible for the programs of the church.

Section 12. The Fundraising Committee shall be responsible for fundraising events. It shall recruit chairs for major fundraising events and shall supervise fundraising activities. It shall work with the Board of Trustees in setting budget goals for these events.

Section 13. The Hospitality Committee shall be responsible for providing coffee hours.

Section 14. The Membership Committee shall welcome new and prospective members and assist the Minister in informing them of basic principles of Unitarian Universalism and the organization and operation of the church. The committee welcomes visitors to the church and introduces them to members.

It shall maintain a directory of members and friends and have a copy available at all congregational meetings.

The Committee will examine the membership roll of the church annually and, in accordance with Article 4, Section 5, recommend to the Board of Trustees which members should be removed from the list of members eligible to vote at meetings.

Section 15. The Music Committee shall collaborate with and assist the Music Director in the accomplishment of his/her responsibilities for developing and coordinating the music programs and services. In addition, the Music Committee will act as the liaison between the congregation and the staff in matters concerning church music and the adult and children’s choirs.

The Music Committee shall oversee and develop non-worship music programs involving the congregation as well as outside guests.

Members of the Music Committee shall participate on search committees established by the Board of Trustees for hiring music staff.

The Music Committee shall assist the Music Director in the maintenance and repair of the musical instruments owned by the church and shall be responsible for the purchase, storage, and maintenance of all sound system equipment used for musical performances.”

Section 16. The Religious Education Committee shall collaborate with and assist the Director of Religious Education (DRE) in the accomplishment of his/her responsibilities for developing and coordinating a Religious Education Program consistent with the long range objectives of liberal religious education. It shall carry out a program for children and youth of the church in accordance with these objectives. In addition, the committee will act as the liaison between the congregation and the staff in matters of program, activities, and functions of the Religious Education Program and youth groups.

Members of the committee shall participate on search committees established by the Board of Trustees for hiring Professional Religious Education Leadership, according to guidelines proposed by the Office of Ministry and Professional Leadership of the UUA.

The committee shall assist the DRE in his/her responsibilities. The committee will assist and collaborate with the DRE in policy-making decisions related to the Religious Education Program. In collaboration with the DRE, the committee will share the responsibilities for recruitment of teachers, establishment of curriculum standards and objectives, and organization of all aspects of programming and development. The committee, in collaboration with the DRE, is also responsible for providing adequate space and the equipment, supplies, inventories, and records to efficiently run the Religious Education Program.”

Section 17. The Religious Services Committee shall be responsible for special services and the regular Sunday services working closely with the Minister. The Committee shall provide ushers and flowers for religious services.

Section 18. The Social Programs Committee shall be responsible for adult and family social activities.

Section 19. The Social Action Committee shall be responsible for providing opportunities for every member of the church to express individually and collectively concern on ethical, social, political and economic issues. The committee studies issues and recommends ways by which the church may work with other civic-minded groups in advancing the social welfare of the community.

It shall not commit the membership of the church in general to any position.

Section 20. The Nominating Committee consists of five members elected annually to serve one year terms, with a maximum of three consecutive terms. The Committee shall choose a chair from among its members. Its function is to prepare a list of nominations for each elective office to be voted upon at the Annual Meeting. The list shall be included with the notice for the Annual Meeting. It shall provide the Board of Trustees with names to fill any vacancies occurring between elections.

ARTICLE 10 COMMITTEE ON MINISTRY

The Committee on the Ministry shall be composed of five church members, each appointed by the Board of Trustees for a three year term. At its first meeting after each Annual Meeting, the Board of Trustees shall appoint members from persons recommended by the Minister.

The Committee shall aid the Minister in carrying on an effective ministry by being available for counsel.

The Committee shall keep the Minister advised concerning conditions within the congregation as they affect relations between the Minister and the members, with its main thrust being to strengthen and improve relationships.

The Committee shall 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.

The Committee shall work with the Minister on his or her continuing education program, sabbatical planning, or other professional development and advocate such plans to the Board of Trustees and congregation.

ARTICLE 11 INVESTMENT COMMITTEE

The Investment Committee shall be comprised of three members, each elected for a three year term with a maximum of two consecutive terms. One member shall be elected at each annual meeting. In the event that a member does not complete her or his term, a successor may be appointed by the Board of Trustees until the next Annual Meeting, at which time a successor shall be elected for the remainder of the three year term.

The Investment Committee shall be responsible to the congregation for the investments and securities held by the church. It shall have the power to make changes in the portfolio. A separate cash account shall be maintained by the committee for conducting its transactions. The committee shall utilize the church mailing address as its address for correspondence and for registration of bank accounts, stock certificates, bonds and all other financial instruments.

A report of the status of the investment funds shall be made at the Annual Meeting and to the Treasurer or Board of Trustees upon request. The annual report for the fiscal year may be audited and certified by persons designated by the Board of Trustees. The report shall follow generally accepted accounting principles and must include a listing of each security or investment, the market value of each investment, a listing of all transactions during the period since the most recent prior report, fees and other expenses, and a complete statement of income, profit or loss for the prior year. Should any of this information not be available, a full explanation should be included and the information be made available as soon as possible.

The Investment Committee will also report to the Board of Trustees the value of the endowment each year as of the last business day of March. The 3-year average endowment value is the arithmetic mean of the March valuations for the current year and the two preceding years.

All money or property left to the church by will or otherwise shall be held in trust and invested by the committee, unless a specific purpose or restriction is made in the bequest. Investments and trust funds may be liquidated and expended for the purposes of the church only by two-thirds of the voting members of the church present at any meeting where that matter may be legally acted upon subject to limitations imposed on the use of the funds by the donor.

Annual Contribution. Provided that the 3-year average endowment value is greater than the proposed annual budget, the Board of Trustees may authorize a contribution from the endowment to the following year’s annual operating budget. The maximum will be 2% of the 3-year average annual endowment value times the ratio of the 3-year average endowment value to the proposed annual budget not including the endowment contribution. The maximum contribution shall not exceed 8% of the 3-year average endowment value. The maximum contribution limit will be reduced by the amount of any short-term loan outstanding. No contribution will be made if a long-term loan is delinquent. The church membership will approve the contribution as part of the annual budget.

Short-Term Loan. Provided that the 3-year average endowment value is greater than the approved annual budget, the Board of Trustees may borrow from the endowment, without interest, an amount not to exceed the current year maximum contribution limit in order to cover a budget deficit. If the 3-year average endowment value is not greater than the approved annual budget, the Board of Trustees may borrow from the endowment without interest an amount not to exceed 2% of the annual budget or 2% of the current endowment value, whichever is less, in order to cover a budget deficit. A short term loan is to be repaid in full within 6 months.

The maximum endowment contribution limit for the following year(s) will be reduced by the amount of any outstanding short-term loan. Church membership approval is not required for a short-term loan from the endowment.

Long-Term Loan. Provided that the amount to be borrowed would not cause the 3-year average endowment value to become less than the approved annual budget, the Board of Trustees may borrow from the endowment for long-term purposes. The total amount of all loans from the endowment shall not exceed 25% of the 3-year average endowment value. Long-term loans will bear a fixed interest rate equal to the prime at the time of the loan and have a maximum term of five years. The loan will be repaid in equal annual payments. There will be no penalty for earlier repayment. A majority vote of the church membership is required to approve a long-term loan from the endowment. The loan will be considered delinquent if the annual payment is not made during the budget year in which it is due.

ARTICLE 12 INDEMNIFICATION

Section 1. For purposes of Article 10, the term “Elected or Appointed Members” shall include: the Board of Trustees, Officers of the Church, members of the Church Council and any other elected or appointed committee members or employees of the congregation.

Section 2. Negligence: The congregation shall defend and indemnify Elected or Appointed Members for any and all claims, suits, or proceedings, whether civil, administrative or investigative which allege negligence on the part of the Elected or Appointed Members while carrying out their respective duties and responsibilities on behalf of First Parish Church of Stow and Acton.

Section 3. Actions by the Congregation: The congregation shall not defend and indemnify Elected or Appointed Members if the congregation brings an action against the Elected or Appointed Members.

Section 4. Gross Negligence, Intentional and/or Criminal Acts: The congregation shall not defend and indemnify Elected or Appointed Members for any and all claims, suits or proceedings, whether civil, administrative, criminal or investigative, which allege that the Elected or Appointed Members were grossly negligent and/or reckless and/or engaged in any willful, wanton or intentional conduct, or criminal acts while carrying out their respective duties and responsibilities on behalf of First Parish Church of Stow and Acton.

ARTICLE 13 STANDING RULES

Standing rules are rules related to the details of administration adopted by the Board of Trustees, the Church Council and Committees to govern their own operations in implementing these bylaws. The Board of Trustees and the Church Council shall adopt appropriate standing rules and make them available to the congregation. Any church committee may adopt standing rules as it deems necessary. Standing rules shall remain in effect until rescinded and can be adopted or changed by the affected organization. A copy of any standing rules and any changes shall be delivered to the Clerk for publication and kept on record. Standing Rules shall take effect at the meeting of that group after the meeting at which they are adopted or amended, but in no case sooner than seven days after they are filed with the Clerk. Standing rules may not supercede or contradict the bylaws.

ARTICLE 14 MINISTRY

Section 1. A new Minister shall be recommended by a Ministerial Search Committee which is appointed by the Board of Trustees. Election of the Minister shall be by a two-thirds vote of the voting members of the church present and voting at any meeting called for that purpose. The Minister shall serve for an indefinite term, but may be dismissed by a two-thirds vote at a meeting called for that purpose. In the event of dismissal, the Minister's salary shall be continued for three months after the vote for dismissal or in accordance with the Letter of Call. The Minister may resign by giving three months written notice to the Board of Trustees.

Section 2. The Minister is an ex-officio member with voting privileges of the Church, and an ex-officio member without voting privileges of the Board of Trustees, the Church Council, and the Religious Education Committee. The Minister shall act as advisor to all other committees and organizations and shall give a report of activities at each Annual Meeting.

Section 3. The Minister shall be in Fellowship with the Unitarian Universalist Minister's Association. Race, color, physical challenge, gender, affectional or sexual orientation, marital status, age or national origin shall have no bearing on the choice or retention of a Minister.

Section 4. The Minister shall be the Head of Staff and all church employees will report to him/her. He /she will supervise the work of all employees and oversee the day to day operations of the church.”

ARTICLE 15 FISCAL YEAR

The fiscal year shall be from July 1 to June 30.

ARTICLE 16 DISSOLUTION

Should this church cease to function and the congregation vote to disband, any assets of the church will be transferred to the Unitarian Universalist Association for its general purposes. This transfer is to be made in full compliance with whatever laws are applicable.

ARTICLE 17 AMENDMENTS

These Bylaws may be amended by two-thirds vote of those members of the church present and voting at any Annual or Special Meeting called for that purpose. The substance of the proposed change shall be included in the notice of the meeting.

Adopted: April 7, 1992

with amendments through May 14, 2004