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This is a LINK to the Draft Bylaws Revision .pdf which you can either read on-line or print out from the .pdf file. There will be a congregational meeting after Sunday Services on March 30th to vote on this revised version of our bylaws.

BY-LAWS OF CARBONDALE UNITARIAN FELLOWSHIP


I. Name
II. Purpose
III. Membership
IV. Denominational Affiliations
V. Business Meetings
VI. Board of Trustees
VII. Election of Officers and Trustees
VIII. Committees
IX. Minister and Fellowship Staff
X. Fiscal Year
XI. Fiscal Authority
XII. Disposal of Assets
XIII. Amendments

[Note: These By-Laws were approved as an amendment to the existing Constitution at the congregational meeting of February 25, 2001.  They incorporate the amendment to Article III, Section 6 adopted at the May 6, 2001 meeting and to Article I adopted on February 22, 2004.]



ARTICLE I. NAME

The name of this organization shall be "Carbondale Unitarian Fellowship" ("the Fellowship"), incorporated under the laws of the State of Illinois as a not-for-profit corporation.
 

ARTICLE II. PURPOSE

The purpose of this religious organization is to affirm and promote:

  • The inherent worth and dignity of every person;
  • Justice, equity and compassion in human relations;
  • Acceptance of one another and encouragement to spiritual growth in our congregation;
  • A free and responsible search for truth and meaning;
  • The right of conscience and the use of the democratic process within our congregation an in society at large;
  • The goal of world community with peace, liberty and justice for all;
  • Respect for the interdependent web of all existence of which we are a part.

ARTICLE III. MEMBERSHIP

1.  Any person regardless of race, color, sex, age, national origin, physical or mental ability, or sexual or affectional orientation, age 16 or over, who supports the Fellowship's purpose and program may become a member after he or she signs the membership register in the witness of a member of the Board of Trustees. By becoming a member of this Fellowship the person affirms that:

a. He or she either has become acquainted with the history and the characteristics, principles, and policies of the Unitarian Universalist movement, or is committed to doing so in the immediate future: and

b. He or she has read and understands these by-laws and agrees to be bound by them,

2.  Any member shall have voting rights at any business meeting of the Fellowship convened not less than 60 days after the date he or she joins.

3.  A member can voluntarily withdraw from membership by written request to the Secretary of the Fellowship.  Such a notice shall be transmitted to the Board of Trustees.

4. Each pledge unit is expected to make an annual financial contribution that meets the minimum cost of individual membership. This amount shall be established annually by the Board based on the per capita cost of dues paid to organizations of which the Fellowship is a member and the cost of membership mailings. Any member or pledge unit may request the Minister or President to waive, temporarily or permanently, the annual financial contribution requirement based on personal financial hardship.  Either the Minister or the President may grant such a request.  Waiver requests and decisions will be treated confidentially, except that the Treasurer, Board of Trustees. or Canvass Committee may be informed of existing waivers when necessary to the performance of their duties.

5.  If two or more members are residents of the same household, they may elect to be treated as a single pledge unit.  Members of the same household living in a marital or committed relationship shall be presumed to be a single pledge unit.

6.  Membership may be terminated by the Board of Trustees upon a member's death, relocation out of the Fellowship's geographic area. voluntary cessation of participation in Fellowship activities for twelve consecutive months, failure to meet the requirement of a minimum annual financial pledge. or when a member is known to have engaged in conduct that the Board deems fundamentally inconsistent with membership in a Unitarian Universalist congregation and the purposes of this Fellowship and which tends to impair the Fellowship's mission. Whenever possible, the member under consideration for termination will be personally contacted by the Board or its designee to discuss the situation. After consideration of that discussion, or in the event an individual cannot be contacted personally, a letter will be sent to the member at his/her last known address stating that he/she will be terminated from membership and stating the reason why such action is being taken. All responses will be considered individually. If no response is received within eight weeks, the member shall be deemed to have consented to be terminated.
    A member whose membership has been terminated by the Board shall have the right to appeal that decision to the congregation and request that the congregation reinstate his/her membership.  The appeal shall be heard and voted upon at a regular or special congregational meeting called in accordance with these by-laws and the vote shall be governed by Article V.
 

ARTICLE IV. DENOMINATIONAL AFFILIATIONS

This Fellowship shall be a member of the Unitarian Universalist Association, the Central Midwest District, and the St. Louis Area Unitarian Universalist Council.
 

ARTICLE V. BUSINESS MEETINGS

1.  The members of the Fellowship shall govern its affairs by actions taken at duly called business meetings. Between business meetings of this Fellowship, the Board of Trustees shall conduct its affairs, as, in its judgment, the members would have it act.

2.  The Fellowship shall conduct at least one business meeting annually.  A meeting shall be held in the month of May for the election of officers, nomination and election of members of the Nominating Committee, adoption of an annual budget beginning July 1st, and to conduct any other business as needed.

3.  Unless otherwise specified by these by-laws, other business meetings shall be called upon the request of:

a. the President
b. majority of the Board of Trustees,
c. or ten percent (10%) of the membership of the Fellowship on the date the petition for the meeting is received by the Board of Trustees. Any such meeting shall be scheduled not later than 30 days subsequent to the Board's receipt of a proper request.
4. All members shall be notified by mail of all business meetings of the Fellowship posted at least ten (10) days before the meeting.  The notice shall contain the planned meeting agenda.

5. Twenty percent (20%) of the voting membership shall constitute a quorum at any meeting of the Fellowship.

6.  The ultimate authority of the Fellowship rests with the membership.  Recognizing that these by-laws grant certain powers to the Board of Trustees, and without prejudice to any other areas with which the membership might concern itself, the following matters in this Fellowship shall be finally determined only by vote of the membership:

a. Election and removal of the Fellowship's officers and trustees,
b. Selection and dismissal of a minister,
c. Approval of the annual budget,
d. Adoption and amendment of the by-laws,
e. Authorization of the Board of Trustees or individual officers of the Fellowship to purchase, sell, mortgage, or lease property,
g.  Dissolution of the Fellowship.
7.  Items listed in section 6 above shall be considered at a meeting only if so posted in the notice of the meeting.

8.  The power to vote shall be limited to members present and to those members who have properly completed an absentee ballot, which shall be provided by the secretary upon request. The secretary shall maintain a record of all absentee ballots issued. Absentee ballots shall apply only to those propositions as specified in the notice of the meeting. Absentee ballots shall not apply to propositions that are substantively amended during the meeting in which they are considered.

9.  At the discretion of the President or upon the request of any member present, the President shall provide for voting by secret ballot on any matter under consideration.

10. In the meetings of this Fellowship or of its Board of Trustees, a simple majority of those voting shall rule except as otherwise provided in  these by-laws.
 

ARTICLE VI. BOARD OF TRUSTEES

1.  The Board of Trustees of the Fellowship shall consist of nine elected Trustees, four of whom shall be the elected officers. Only voting members of the Fellowship shall be eligible for election to the Board of Trustees.  In addition, the Minister of the congregation shall be a non-voting, ex-officio member of the Board of Trustees.

2.  The Board of Trustees is responsible for overseeing the operations of the Fellowship in respect to:

a. Furthering activities in support of the Fellowship's purpose, vision, and mission,
b. Assuring economic stability,
c. Providing a safe and attractive facility in which to worship, meet, and study,
d. Providing religious education for all ages,
e. Promoting community social action,
f. Exercising leadership for continued quality and improvement.
3.  Regular meetings of the Board of Trustees shall be open to the members of the Fellowship. The members shall be notified of meetings in advance.

4. The Board shall maintain a record of current active membership and shall provide a periodic status report thereof in the Fellowship newsletter.

5.  Members of the Board are expected to consistently seek comments from individual members and committees regarding the interests, welfare, and needs of the congregation and, through consistent attendance and cogent dialogue, to represent those views during Board meetings.

6.  Board members will remove themselves from deliberations in which the member or the majority of the Board believe a conflict of interest might occur.

7.  A member of the Board may be removed for cause bv vote of the membership at any regular or special business meeting of members called in accordance with Article V, but only if such removal was listed as an agenda item in the advance notice of the meeting.
 

ARTICLE VII. OFFICERS; ELECTION OF OFFICERS AND TRUSTEES

1.  The officers of the Fellowship shall include a President, a Vice-President, a Secretary, and Treasurer who shall perform the duties that usually pertain to these offices. Only voting members of the Fellowship shall be eligible to hold office.

2. Terms of office for the elected officials of the Fellowship shall be:

a. President            one year
b. Vice-President   one year
c. Treasurer            two years, elected in odd numbered years
d. Secretary            two years, elected in odd numbered years
e. Five Trustees      two years, three of whom to be elected in odd numbered years, two in even numbered years.
No person may serve in the same officer position for more than two consecutive terms. No person may serve as an elected trustee for more than two consecutive terms. For purposes of these limitations, service for less than a full term (the person having taken office in accordance with the provisions of Article VII. 6. d) shall be disregarded.

3. Determination of "odd" and "even" numbered years is based upon the calendar year in which the annual business meeting is scheduled.

4.  Officers and trustees shall be elected at the annual meeting of the Fellowship.

5. The term of office for elected officials extends from July 1st until June 30th of the year specified.

6. Election of Officers and Trustees

a. Election of Officers and Trustees shall be conducted during the Annual Meeting of the Fellowship. The slate of candidates prepared by the Nominating Committee will be publicized in the Meeting Notice scheduling the Annual Meeting.

b. The President of the Fellowship will delegate the election process of the Annual Meeting to the Nominating Committee. The Nominating Committee will ask for and take nominations from the floor for additional candidates beyond those recommended by the Nominating Committee. Any individual nominated from the floor must have agreed to that nomination in advance of being nominated. In the event of multiple candidates running for a single office the winner must win more than 50% of the votes of those voting. Absentee ballots may be cast for those individuals announced as candidates in the notice of the Annual Meeting. Proxy votes are not permissible. Upon completion of the election process the meeting will be turned back to the President.

c. Voting will be by show-of-hands unless a secret ballot is required under the provisions of Article V, Section 9.

d. Interim vacancies.

(1) President -- A vacancy of up to 6 months (as measured by the expected date of the next Annual Meeting) will be filled by the Vice-President. A vacancy of longer than six months shall be filled by election by the Fellowship, voting on a candidate recommended by the Nominating Committee. The Vice-President serves as the President until that election takes place.

(2) Vice-President, Secretary, Treasurer -- A vacancy of 12 or less months will be filled by the Board of Trustees in consultation with the Nominating Committee.  A vacancy of more than 12 months will be filled by the Fellowship voting on a candidate recommended by the Nominating Committee.

(3) Trustee -- All vacancies for the Trustee position shall be filled through appointment by the remaining Board members in consultation with the Nominating Committee. Individuals appointed to fill such vacancies shall serve until the next annual business meeting.

(4) Elections for officer vacancies must occur at a business meeting of the Fellowship following the procedures outlined in paragraphs a, b, and c above.

(5) Vacancies shall be filled within 45 days from the date the Board of Trustees declares the position open.

7.  The President shall be the chief executive officer of the Fellowship. The President shall preside at all meetings of the Board of Trustees and the Fellowship at large.  The President may sign, with the Secretary or any other proper officer, instruments on behalf of the Fellowship; and in general .shall perform all duties incident to the Office of President and such other duties as may be prescribed by the Fellowship or Board of Trustees from time to time.

8. In the absence of the President, or in the event the Board determines that the President is unable or unwilling to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President.

9.  The Secretary shall keep the minutes of the meetings of the members and of the Board of Trustees; see that all notices are duly promulgated; be custodian of the Fellowship records; and in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned by the President or Board of Trustees.

10.  The Treasurer shall have charge and custody of and be responsible for all funds of the Fellowship; receive and give receipts for the monies of the Fellowship from any source and deposit all such monies in the name of the Fellowship in such financial institutions as agreed by the Board of Trustees; shall pay from funds available obligations of the Fellowship; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or Board of Trustees.

11.  An officer may be removed for cause bv vote of the membership) at any re regular or special business meeting, of members called in accordance with Article V, but only if such removal was listed as an agenda item in the advance notice of the meeting.
 

VIII.  COMMITTEES

1.  The Board of Trustees shall ensure that sufficient committees exist, with identified leadership and purpose, to carry out the business of the Fellowship. The names and functions of committees shall be as determined bv the Board upon recommendation of the President, except for committees specifically provided for in these by-laws (Nominating, Ministerial Search, and Ministry) which shall be as provided herein.

2.  Except as otherwise provided in these by-laws, committee chairpersons shall be selected by the members of their respective committees in consultation with the President. The President, after consultation with a committee, shall have discretion to remove its chairperson.

3.  The Board of Trustees shall maintain and publish a list of current committees, committee chairpersons, and members.

4. Committees shall:

a. Work to meet the needs of the Congregation within the Committee's area of responsibility,
b. submit reports as requested by the Board, or more frequently if appropriate,
c. develop an annual budget request for inclusion in the Operating Budget.
5.  Any member of the Fellowship interested in a particular committee is encouraged to advise or join it. Conversely, each committee is encouraged to seek input from the general membership.

6.  The Nominating Committee shall consist of five members elected bv the Congregation during the annual business meeting. Members shall serve a two-year term and may be reelected for one additional two-year term. Two members will be elected in even number years and three members in odd number years. Election of Nominating Committee members shall be conducted bv the President.  Nominations for committee membership will be made from the floor during the congregational annual-! business meeting.  No individual may be nominated who has not first agreed to such nomination. Voting will be by secret ballot. Results will be tabulated and announced immediately.

a. The duties of the Nominating Committee are:
i. To annually select a chairperson and report the selection to the Board.
ii. To provide a slate of one nominee for each officer and trustee vacancy open for election during the annual business meeting,
iii.  To solicit comments and recommendations from the members, which may be used during deliberations by the Committee.
iv. To conduct the election of officers and trustees during the annual business meeting,
v. To recommend to the Board of Trustees replacement nominees for filling interim vacancies on the Board or for other positions as requested by the President.
b. Nominating Committee members may be nominated for office.  If elected they no longer serve as a Nominating Committee member.

c.  Interim vacancies on the Nominating Committee will be filled by appointment bv the President. If more than one year remains on the unexpired term at the time of any appointment, the individual appointed will serve until the next annual business meeting when the position will be flied for the unexpired portion of that term by Congregational nomination and vote.

d.  This paragraph VIII. 6 shall take effect at the May. 2001 election, at which two members will be elected for a one-year term and three for a two-year term.


ARTICLE IX. MINISTER AND FELLOWSHIP STAFF

1.  Non-Discrimination. Professional qualifications shall be the central factor in the process of calling or otherwise engaging a minister, or of selecting any Fellowship staff member, Candidates will be evaluated irrespective of their race. color, disability, gender, affectional or sexual orientation, marital status, age, or national origin.

2.  Ministerial Search process. In the event of a present or prospective vacancy in the position of Minister. the search and selection process to fill that position shall begin only only upon authorization by vote of the congregation. When a vote has been authorized. the following selection process shall be employed:

a. A Ministerial Search Committee shall be constituted, consisting of seven voting members of the congregation to be elected by the membership at a regular or special business meeting. The opportunity for service on the Ministerial Search Committee shall be announced in a mailing to the membership. The Nominating Committee shall propose a slate of candidates for this committee, which shall be announced in the notice of the meeting. Additional nominations may. be made from the floor of that meeting. The term of this committee shall begin immediately upon election and continue until a minister is under contract. A vacancy on the Ministerial Search Committee shall be filled bv appointment bv the Board of Trustees.

b. The Search Committee shall create an action plan for the search process. This plan shall be reviewed and approved by the Board and publicized to the Fellowship. The Plan shall include an opportunity for the  congregation to observe a Sunday Service conducted by, and to meet informally with, any candidate the Committee recommends to the Fellowship.

c. The Search Committee shall make a formal recommendation to the Board including the recommended candidate, starting date, and compensation package. If the Board approves, the recommendation shall be brought to the congregation for final approval at a business meeting. Notice for the meeting shall be in writing to the Fellowship at least ten days in advance. Selection of the Minister requires approval of a simple majority of members eligible to vote as of the day of the meeting the motion is voted upon.

d. The Fellowship shall enter into an employment contract with the individual hired.  The President shall sign the contract on behalf of the Fellowship.

e. The full ministerial search process detailed above need not be employed in the selection of an interim minister, i.e., a minister engaged to serve for a transitional period of two years or less.  A proposal to engage an interim minister shall include a description of the proposed selection process, and may be employed upon authorization by a vote of the congregation.

3.  Ministerial Rights and Responsibilities a. The Fellowship's contract with the Minister shall specify ministerial duties and their respective priorities, as well as compensation. This contract shall be reviewed annually and revised as considered mutually appropriate.

b. The tenure of any Minister called bv the Fellowship shall be indefinite.

c. Within the pulpit and in all other institutional communication channels, the Minister shall enjoy freedom of expression.

d. The Minister shall be an ex-officio, non-voting member of the Board of Trustees.

e. The Minister shall be an ex-officio member of all committees, with the execution of the Nominating Committee, the Committee on the Ministry, and the Ministerial Search Committee.

f. A Committee on the Ministry will assist the Minister in supporting and monitoring the health of the Fellowship's ministry.  Members of this committee shall be nominated bv the Minister and selected bv the Board of Trustees.  No individual shall serve as a member of this committee for more than six years,

g.  The Fellowship's contract with any Minister may be terminated bv a majority vote of the qualified voting members of the Fellowship present at any meeting called for that explicit purpose. A quorum for such a meeting shall be 40% of the Fellowship's voting members, rather than the usual 20%. In the event of the termination of a Minister's contract, the Minister's compensation shall be continued for a minimum of three months after the date of the meeting,

h.  Should the Minister resign, written notice shall be given to the Board of Trustees at least three months in advance of the date of resignation.

4.  Fellowship staff:
a. The term "Fellowship staff" includes personnel filling positions with titles such as "administrator," "choir director," "custodian," "music director," "organist," "religious education director," "secretary," etc., but excludes "ministers."

b. This section applies to individuals being employed over a specified period of time such as the church fiscal year. It does not apply to individuals hired for a single task already approved by the Board and/or congregation.

c. The Board of Trustees shall recommend the title, job responsibilities, and compensation structure to the  congregation.

d. The congregation must approve creation of the position and funds necessary to support it.

e. The Board of Trustees shall arrange for the job search, screening and selection of employees. These activities may be delegated to appropriate committees.

f.  The Board of Trustees shall enter into a contract with the individual hired. The contract shall specify the title of the position, job responsibilities, compensation, and tenure of the agreement. Renewal of such contracts is not automatic and requires Board approval.
 

ARTICLE X. FISCAL YEAR

The Fiscal Year of this corporation shall be July 1st through the following June 30th.
 

ARTICLE XI. FISCAL AUTHORITY

1.  The Board of Trustees  shall prepare an annual operating budget for approval bv the congregation at the May Annual Business Meeting. The operating budget, as approved by the congregation, shall become the Board' s authorization to expend funds. Copies of monthly income and expense statements shall be made available to the congregation.

2.  The Board of Trustees may authorize a single expenditure of non-budgeted funds up to $5,000.00 if such expenditure, in association with other fiscal obligations, will not cause a deficit at the end of the church fiscal year. Any single commitment beyond $5,000 requires approval of the membership.

3.  Committees may commit the Fellowship to expenditure of funds up to, but not to exceed the approved annual budget for that committee as shown in the most recent monthly statement of the annual operating budget. The actual expenditure of funds will be by the Treasurer upon request of the committee. The Treasurer will publish procedures committees will use to expend funds within their authorized budget. A committee may make requests of the Board for funds beyond the authorized budget.

4.  If the Board of Trustees determines that it is necessary to reallocate of funds among the various accounts approved in the annual operating budget, such change shall be made only after consultation with the committees involved.

5.  If at any time during the fiscal year there are funds held by the Fellowship that are not needed for operational purposes, the Board of Trustees shall invest such funds in some interest bearing account in a secure and responsible manner. The Board is responsible to oversee all investment strategy and to keep the membership fully advised of the location and performance thereof.

6. If the Fellowship enters into a capital or other special purpose fund raising/expenditure process, those funds are to be kept and reported separately.
 

ARTICLE XII. DISPOSAL OF ASSETS

Upon dissolution of the Corporation, all the property of the Fellowship remaining after all liabilities have been paid, whether real or personal property, shall be transferred to the Unitarian Universalist Association or its legal successor, and this Article shall apply to all property donated to the Fellowship whether by will or in some other manner, unless the donor expressly provides otherwise. The Board of Trustees shall perform all actions necessary to effectuate such transfer.
 

ARTICLE XII. AMENDMENTS

1.  Any proposal to amend these by-laws may be initiated by the Board of Trustees or by petition of not less than fifteen members of the Fellowship to the Board of Trustees. Prior to the vote on any amendment the Board of Trustees shall:

a.  Provide an appropriate schedule of study and discussion among the congregation prior to a vote on the matter.

b. Provide a written copy of the proposed amendment to the membership

c.  Provide a written evaluation of the amendment.

2.  Proposed by-law amendments shall be voted upon at a duly called business meeting of the Fellowship. Written notice of such proposed amendments, which shall include their full text. shall be sent to the membership not less than thirty days prior to the meeting.

3.  An amendment requires approval by a minimum of twenty percent of the membership and by not less than a two-thirds majority of those present and voting.

These by-laws (formerly denominated the Fellowship's Constitution prior to the 2001 amendments) were adopted 1962; amended May 7, 1989; revised October 25, 1992; and revised February 8, 1998; and amended February 25, 2001.