Bylaws

Bylaws of First Unitarian Society of Denver

Adopted September 18, 2005

 

Preamble

Section 1 - This document is intended and designed to provide an organizational structure for authority, management, and participation in the many activities of our Society for ourselves and for society at large.

Section 2 - First Unitarian Society of Denver has been designated by the Unitarian Universalist Association as a "Welcoming Congregation." As a Welcoming Congregation, the Society is intentionally inclusive and expressive of the concerns of all people, regardless of sexual orientation, gender identity or expression, affecting all aspects of congregational life, including membership, hiring practices, and the calling of religious professionals.

ARTICLE I - MEMBERSHIP

Section 1 - Any person age eighteen (18) or older in sympathy with Unitarian Universalist aims and purposes will be added to the Membership Roll of the Society after signing its Membership Book and making an identifiable financial contribution.

Section 2 - To remain a member, an identifiable contribution as defined above should be made yearly. Annually the Connections Ministry will review the Membership Roll to verify member contributions. Anyone who has failed to make an identifiable contribution as defined above for both the current and previous fiscal year will be dropped from the Membership Roll and so notified.

Section 3 - Youth between the ages of fourteen (14) and seventeen (17) in sympathy with Unitarian Universalist aims and purposes will be added to the Membership Roll of the Society after signing the Membership Book and either (1) making an identifiable financial contribution described above or (2) undertaking a minimum amount of volunteer work as determined by the Leadership Development Committee.

Section 4 - Any member of the Society may be removed from the Membership Roll by a two-thirds (2/3s) vote of the members present at any Annual Meeting or Special Meeting called for that purpose.

Section 5 - Any person may be designated an Honorary Lifetime Member if such person is recommended by the Connections Ministry and the Minister with the approval of the Board of Trustees in case of hardship and in recognition of long or outstanding service to the Society. An Honorary Lifetime Member will receive all the privileges of membership with no financial obligation. An Honorary Lifetime Member is not reported to the Unitarian Universalist Association.

ARTICLE II- VOTING

Section 1 - The right to vote at congregational meetings of the Society shall be reserved to those currently on the Membership Roll and who have been on the Roll for sixty (60) days prior to the meeting.

Section 2 - Proxy voting and absentee ballots shall not be permitted at congregational meetings of the Society.

ARTICLE III - ANNUAL BUSINESS MEETING

Section 1 - Unless otherwise specified by the Board of Trustees, the Annual Business Meeting of the Society shall be held in May at a time designated by the Board of Trustees in the notice given of such meeting.

Section 2 - The Board of Trustees shall prepare an agenda to be acted upon at the Annual Business Meeting. This agenda shall include the following:

A. Annual report by the Treasurer on the current status of the Finances, including the Operating Budget, the Endowments, and the Investments of the Society.

B. Approval of the Annual Budget of the Society.

C. Election of the President and Vice President of the Society.

D. Election of members to the Board of Trustees.

E. Election of members to the Finance Council.

F. Election of members to the Personnel Committee.

G. Election of members to the Committee on Ministry.

H. Election of members to the Leadership Development Committee.

I. Election of members to the Faith In Action Council.

J. Election of delegates and alternates to the Mountain Desert District Annual Meeting as provided by the MDD Bylaws.

K. Election of delegates and alternates to the General Assembly of the Unitarian Universalist Association as provided in the UUA Bylaws.

L. Annual reports by the President of the Board of Trustees, the Minister, and the Director of Religious Education.

M. Any other business.

N. Approval of congregational projects for social justice.

The term of all members elected in accordance with these Bylaws begins on July 1.

Section 3 - Unitarian Universalist Association General Assembly resolutions will be presented to the members of the Society annually in a manner determined by the Board of Trustees.

Section 4 - The substance of any resolution requesting the Society's public endorsement for action at any meeting of the Society shall be provided to members of the Society in writing at least ten (10) days in advance of such meeting. Such endorsement shall be approved only upon the affirmative vote of two-thirds (2/3s) of those present and eligible to vote.

Section 5 - Written notice of the Annual Business Meeting shall be sent at least ten (10) days before the meeting to those on the Membership Roll.

Section 6 - Twenty percent (20%) of those on the Membership Roll must be present to constitute a quorum at the Annual Business Meeting of the Society.

Section 7 - It shall be the duty of the Board of Trustees to have the updated Membership Roll available at every official meeting.

Section 8 - Except as set forth in Articles XVI and XVII as below, a majority vote of the members present shall be required to carry any motion at the Annual Business Meeting. The Board of Trustees may require a greater percentage to approve a specific issue provided such requirement is included in the notice of the Annual Business Meeting.

ARTICLE IV - SPECIAL MEETINGS

Section 1 - Special Meetings of the Society may be called at any time by a majority of the Board of Trustees.

Section 2 - Special Meetings shall be called by the Board of Trustees when requested in a written petition signed by not less than twenty percent (20%) of the members of the Society, and presented to the Board of Trustees. Upon receipt of such petition the Board of Trustees will:

A. Schedule the Special Meeting no later than forty five (45) days after receipt of the petition.

B. Prepare an agenda reflecting the issues set out in the petition as well as any others determined by the Board.

C. Send written notice to members of the Society at least twenty (20) days prior to the scheduled meeting.

Section 3 - The provisions of Article III, Sections 4, 6, 7 and 8 shall also govern Special Meetings of the Society called by the Board of Trustees.

ARTICLE V - BOARD OF TRUSTEES

Section 1The Board of Trustees shall consist of seven (7) adult members and up to two (2) youth members elected by the members of the Society.  Each adult Trustee must be on the Membership Roll of the Society, and ordinarily shall have been a member of the Society for at least two (2) years prior to the election and shall have demonstrated a commitment to the Society through service to the Society as determined by the Leadership Development Committee. Each youth Trustee must be on the Membership Roll of the Society as defined in Article I Section 3 of the Bylaws, and shall have demonstrated a commitment to the Society through participation in Religious Education and Youth Group activities of the Society as determined by the Leadership Development Committee.

Section 2 - The terms of office for elected adult Trustees shall be three (3) years, commencing July 1 of the year elected.

Section 3 - The terms of office for youth elected Trustees shall be two (2) years, commencing July 1 of the year elected. A youth Trustee may be nominated for an adult member position at the Annual Business Meeting during the youth Trustee's term.

Section 4 - No Trustee shall serve more than six (6) consecutive years.

Section 5 - Any vacancy occurring by death, resignation, or otherwise of an adult elected member of the Board of Trustees shall be filled by the remaining members of the Board of Trustees and the person so chosen shall serve until a successor is elected at the next Annual Business Meeting of the Society to complete the remainder of the three (3) year term.

Any vacancy of a youth elected member of the Board of Trustees shall be filled by the remaining members of the Board of Trustees from among the youth members of the Society. The youth so chosen shall serve the balance of the two-year term.

Section 6 - The Board of Trustees, subject to the provisions of the Articles of Incorporation and the Bylaws, shall have the authority to exercise the powers of the Society. Generally, the essential responsibilities of the Board of Trustees shall be to promote and exhibit leadership, establish and define policies, and govern the Society accordingly. Such general responsibilities shall include long term planning for all programs, for the physical plant, and for the members of the Society.

Specifically, the powers of the Board of Trustees shall include but not be limited to the oversight of the ministerial and business affairs of the Society, the management of the Society's finances and property, and the supervision of the administration of the Society. The Board of Trustees may, as circumstances warrant, delegate certain authority and responsibility to appropriate committees, individuals, and other entities. Pursuant to these goals the Board of Trustees shall maintain overall responsibility for the expenditure of funds within the total Annual Budget and the protection of investments and endowments.

Section 7 - A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees.

Section 8 - Prior to the Annual Business Meeting the members of the Board of Trustees shall nominate a President and a Vice-President of the Society from the sitting Board for election at the Annual Business Meeting. Such officers will serve one (1) year but may serve successive terms if elected to such terms.  In accordance with Colorado State Law, no youth Trustee shall serve as either President or Vice President of the Society.

Section 9 - At the June meeting of the Board of Trustees the members shall elect a Secretary, a Treasurer and an Assistant Treasurer from among members of the Society. Such officers will serve one (1) year but may serve successive terms if elected to such terms.  In accordance with Colorado State Law, no youth Trustee shall serve as Secretary, Treasurer, or Assistant Treasurer.

Section 10 - The Minister, Secretary, Treasurer, and Assistant Treasurer shall be non-voting participants in the meetings of the Board of Trustees.

Section 11 - There shall be an Executive Committee consisting of the President, the Vice President, and at least one other Board member selected by the President and approved by the Board of Trustees at the July meeting. The Executive Committee will address issues that arise between Board of Trustees meetings or as delegated by the Board of Trustees.  The Minister and any Intern Minister shall participate in meetings of the Executive Committee but they will not be members.

Section 12 - Regular meetings of the Board of Trustees shall be held monthly at such time and place as the Board of Trustees may determine. Special Meetings may be called at any time by the President of the Board of Trustees with notice to current members. The President of the Board of Trustees shall call a Special Meeting upon written request of four (4) members of the Board of Trustees.

Section 13 - The Board of Trustees shall establish Standing Committees as it deems necessary for the welfare of the Society, in addition to the elected committees of the Society, which are the Finance Council, the Personnel Committee, the Committee on Ministry, the Leadership Development Committee, the Faith in Action Council, and the Ministerial Search Committee. The Standing Committees shall include committees on Connections, Sunday Service, Music, Religious Education, Property Management, Caring and Volunteers, and such other committees as the Board of Trustees shall determine (See Article XII Section 1 below).

The Standing Rules of the elected committees appear in Articles IX, X, XI, XII, and XIII below. Standing Rules of all appointed committees shall be drafted by the committees and reviewed by the Board of Trustees before implementation and will appear in the Society's Manual for Policies and Procedures.

Section 14 - There shall be a Ministerial Compensation Committee consisting of the President, the Treasurer, and the Chairs of the Finance Council, the Personnel Committee, and the Committee on Ministry. The Finance Council shall convene the Committee annually, promptly after the Minister's evaluation process, to recommend the Minister's compensation package for the next fiscal year.

ARTICLE VI - OFFICERS OF THE SOCIETY

Section 1 - President

A. The President of the Board of Trustees shall be the President and Chief Executive Officer of the Society and as such shall sign and execute in the name of the Society all written contracts and conveyances and enter into other obligations to be binding on the Society.  The president may, with the consent of the board, and in accordance with Article 5, Section 5, delegate signing authority to other specific entities within the Society. Such authority may also be removed.

B. The President shall preside at all meetings of the Society and shall be a member of the Finance Council and an ex-officio member of every other committee of the Society with the exception of the Leadership Development Committee.

Section 2 - Vice President

The Vice President of the Board of Trustees shall be the Vice President of the Society. In the absence or inability of the President to act, as set forth above, the Vice President shall perform the President's duties.

Section 3 - Secretary

The Secretary of the Board of Trustees shall be the Secretary of the Society. The Secretary shall attend all meetings of the Board of Trustees and of the Society, keep minutes of the transactions of the same in journals kept for that purpose, attend to the giving of all notices prescribed by the Bylaws, and perform such other duties as may be assigned by the President of the Society.

Section 4 - Treasurer

A. The Treasurer shall on behalf of the Society collect all monies and make deposits in a financial institution approved by the Board of Trustees. The Treasurer shall make payments to persons entitled thereto as authorized by the Board of Trustees.

B. The Treasurer shall keep an account of all investments and endowments received and paid out and shall make a full report to the Society at the Annual Business Meeting and at regular meetings of the Board of Trustees as well as at other times if requested by the Board of Trustees. The books and records shall at all times be open to inspection by any member of the Board of Trustees and the Treasurer shall post current financial statements monthly in a location available to the members of the Society.

C. The Treasurer shall be bonded at all times.

Section 5 - Assistant Treasurer

The Assistant Treasurer shall assist the Treasurer and shall, during the absence or inability of the Treasurer to act as set forth above, perform all the duties of the Treasurer. The Assistant Treasurer shall be bonded at all times.

Section 6 - In the event of a vacancy in a position of an Officer of the Society the Board of Trustees will appoint an interim replacement.

Section 7 - The roles and tasks of members of the Board of Trustees, that are not officers as described above, shall be determined annually by the board.

ARTICLE VII - MINISTER

Section 1 - The Board of Trustees shall call a Minister upon the affirmative vote of at least four-fifths (4/5s) of the members present at an official meeting of the Society called for that purpose, at which meeting, by a majority vote of such members the Minister's initial salary, emoluments, and benefits shall be approved.

Section 2 - The Minister and the Society shall share responsibility for the leadership and ministry of the Society. The Society looks to its Minister for spiritual leadership and assistance in setting, articulating, and implementing the Society's vision and, in collaboration with the Board of Trustees and the Leadership Development Committee, oversight of the committees of the Society.

Section 3 - The Minister shall be considered to have indefinite tenure. Any Covenant, contract or employment agreement entered into with the Minister shall provide that the Minister's service may be terminated by either the Society or the Minister on ninety (90) days notice unless otherwise mutually agreed upon, provided that the Minister's employment may be terminated by the Society only in accordance with the vote of a majority of the members present at a meeting called for such purpose, written notice of which shall have specified such purpose.

Section 4 - In the absence of a specific request to the contrary the Minister shall be expected to attend all meetings of the Board of Trustees and shall, with the exception of the Leadership Development Committee and the Ministerial Search Committee, be an ex-officio, non-voting, member of the Board of Trustees and of each committee of the Society.

Section 5 - Except as otherwise mutually agreed upon by the Board of Trustees and the Minister, the Minister shall be responsible for supervision of the Society's Staff. All personnel matters will be handled in accordance with the Personnel Manual and the Minister will conduct annual evaluations, recommend personnel actions, and will make decisions with respect to hiring and discharging the Society's Staff after collaboration with the relevant committee Chairs and in consultation with the Personnel Committee and the Board of Trustees.

Section 6 - The Minister shall perform such other duties as set forth in the Covenant between the Society and the Minister and shall bring to the attention of the Board of Trustees any matters pertinent to the Society.

Section 7 - The Society on occasion sponsors Community Ministers and expects the Minister to maintain an appropriate collegial relationship with them. Each Community Minister shall have an affiliation agreement approved by the Minister and the Board of Trustees. In addition the Society may enter into relationships with Intern Ministers and expects the Minister to supervise and mentor the Interns with appropriate consultation with the Ministerial Intern Committee.

Section 8 - An annual evaluation of the Minister shall be conducted by the Committee on Ministry after consultation with the Board of Trustees, the Finance Council, the Personnel Committee and the Minister.

Section 9 - The Minister shall be free at all times to express his or her opinions from the pulpit on any subject or topic. The Minister shall also have freedom to express his or her opinions beyond the pulpit but shall not represent such opinions as those of the Society without authorization of the Board of Trustees or the Society.

Section 10 - The conduct of the Minister and the Society will be in accordance with the Code of Professional Conduct of the Unitarian Universalist Minister Association.

ARTICLE VIII - FINANCE COUNCIL

Section 1 - The Finance Council shall consist of seven (7) members. Those members shall be the President of the Board of Trustees, the Treasurer, Assistant Treasurer and one other member of the Board of Trustees as selected by the Board of Trustees and three (3) members of the Society to be elected at the Annual Meeting of the Society. The members elected at the Annual Business Meeting shall be elected for three (3) year terms, the terms to be staggered. The committee will elect a Chair from among the three (3) elected members. The Finance Council shall establish sub-committees and enlist additional volunteers in order to accomplish the purposes of the Finance Council as set forth below in this Article.

Section 2 - The Finance Council shall be responsible for the following tasks:

A. Providing current monthly statements on income, expenditures, and balances for all accounts to the regular meetings of the Board of Trustees and the Society.

B. Supervising the Pledge Campaign.

C. Drafting the preliminary Operating Budget for the following fiscal year in consultation with the committees of the Society. The preliminary Operating Budget will include Staff salary and benefit recommendations provided by the Minister after consultation with the Personnel Committee. The Finance Council will provide the preliminary Operating Budget to the Board of Trustees for review prior to submission to the congregation for approval at the Annual Business Meeting of the Society.

D. Managing the investments and the endowments of the Society.

E. Overseeing the other finance and fund raising issues as they arise.

F. Issuing periodic recommendations and reports to the Board of Trustees

G. Presenting an Annual Report to the Society on its financial condition.

Section 3 - The Finance Council shall convene the Ministerial Compensation Committee annually, promptly after the Minister's evaluation process, to recommend the Minister's compensation package for the next Fiscal Year. The Ministerial Compensation Committee shall consist of the President, the Treasurer, and the Chairs of the Finance Council, the Personnel Committee and the Committee on Ministry.

Section 4 - At the end of each fiscal year the Finance Council will arrange for an analysis of the accounts of the Society in a manner determined by the Board of Trustees. Upon completion this report shall be presented to the Board of Trustees and made available to the Society.

Section 5 - Any interim vacancy shall be filled by a member selected by the Finance Council in consultation with the Leadership Development Committee, the Minister, and with subsequent approval by the Board of Trustees. This member shall serve until the next Annual Business Meeting of the Society at which time a member will be elected to complete the remainder of the three (3) year term.

ARTICLE IX - PERSONNEL COMMITTEE

Section 1 - The Personnel Committee shall consist of five (5) members elected for three (3) year terms, the terms to be staggered, at the Annual Business Meeting of the Society.

Section 2 - The Personnel Committee shall monitor and enforce the personnel policies and procedures of the Society, which pertain to all employees and contract personnel other than the Minister. The Personnel Committee shall be responsible for the following:

 

A. Recommending updates of the Personnel Policy Manual to the Board of Trustees.

B. Creating and revising Staff position descriptions.

C. Establishing and enforcing uniform hiring practices and consulting with the Minister concerning annual Staff performance reviews, salary, and benefits.

D. Addressing grievances between members of the Staff, between individuals on the Staff and the Minister, and between members of the congregation and the Staff in accordance with the procedures in the Personnel Policy Manual.

The Personnel Committee will communicate with the Committee on Ministry, the Finance Council, the Minister, and the Board of Trustees on all relevant issues.

Section 3 - Any interim vacancy shall be filled by a member selected by the Personnel Committee in consultation with the Leadership Development Committee, the Minister, and with subsequent approval by the Board of Trustees. This member shall serve until the next Annual Business Meeting of the Society at which time a member will be elected to complete the remainder of the three (3) year term.

ARTICLE X - COMMITTEE ON MINISTRY

Section 1 - The Committee on Ministry shall consist of six (6) members elected for staggered three (3) year terms at the Annual Business Meeting of the Society.

Section 2 - The Committee on Ministry shall be responsible in consultation with the Board of Trustees for the following:

A. Promoting and facilitating a collaborative and cooperative spirit of lay and professional ministry within the Society.

B. Addressing any and all issues of ministry, leadership, and governance pertinent to the well-being of the Society.

C. Mediating and resolving of grievances among members of the Society and between members and the Minister.

D. Conducting the annual evaluation of the Minister.

Section 3 - Any interim vacancy on the Committee on Ministry shall be filled by a member selected by the Leadership Development Committee upon consultation with the Minister and with subsequent approval by the Board of Trustees. This member shall serve until the next Annual Business Meeting of the Society at which time a member will be elected to complete the remainder of the three (3) year term.

ARTICLE XI - LEADERSHIP DEVELOPMENT COMMITTEE

Section 1 - The Leadership Development Committee shall consist of at least six (6) and up to eight (8) members elected for three (3) year staggered terms at the Annual Business Meeting of the Society.

Section 2 - The Leadership Development Committee shall have two functions.  One function of the Committee shall be to work in consultation with the members of the Society, the Board of Trustees, and the Minister to nominate candidates for:

A. The Board of Trustees

B. The Finance Council (for three elected members)

C. The Personnel Committee

D. The Committee on Ministry

E. The Leadership Development Committee

F. The Ministerial Search Committee (when needed)

G. The Faith in Action Council

Section 3 - Candidates for all of the above positions shall be nominated in the following manner: The Leadership Development Committee shall nominate at least one (1) person for each vacancy. Each nominee for positions on the committees listed in Section 2 shall submit to the Leadership Development Committee a brief statement which shall include a biographical sketch. The Leadership Development Committee shall publish a list of nominees with biographical sketches in the Church newsletter and/or post them on the Church bulletin board no less than six (6) weeks prior to the Annual Business Meeting at which the election is to take place. During the four (4) weeks following the publication of the list of nominees, additional nominations for candidates who have given their consent to serve may be made by petition. Each valid candidate petition must contain signatures of ten percent (10%) of the members of the Society. The Leadership Development Committee shall be responsible for publishing and/or posting the statements of these nominees in a like manner for those candidates chosen by the Leadership Development Committee, not less than ten (10) days prior to the Annual Business Meeting.

Section 4 - In the event there is no candidate nominated for one or more of the above positions, members of the Society may make nominations from the floor for the open positions at the Annual Business Meeting.

Section 5 - Vacancies occurring on the Leadership Development Committee between Annual Business Meetings shall be filled by the Board of Trustees in consultation with the Minister and such persons shall serve until the next Annual Business Meeting of the Society at which time a member will be elected to complete the remainder of the three (3) year term.

Section 6 - A second function of this Committee shall be:

A. To identify and develop new and potential congregational leaders

B. To support and nurture ongoing congregational leaders

C. To ensure the long-term health of First Unitarian's congregational leadership pool through opportunities for ongoing development and training.

ARTICLE XII - MINISTERIAL SEARCH COMMITTEE

Section 1 - In the event the position of Minister becomes vacant, the Ministerial Search Committee shall be responsible for the selection of a candidate for the ministry of the Society. Candidates for the ministry shall be chosen from among Ministers in fellowship with the Unitarian Universalist Association. The Committee's nomination shall be voted on by a Special Meeting of the Society (See Article VII Section I above).

ARTICLE XIII - STANDING COMMITTEES

Section 1 - The Board of Trustees shall establish and appoint such committees as it deems necessary for the welfare of the Society (with the exception of the elected committees as provided for in Articles IX, X, XI, XII, and XIII above) and provided these shall be Standing Committees responsible for the following functions of the Society:

A. Connections Ministry

B. Sunday Service Committee

C. Music Committee

D. Religious Education Committee

E. Property Management Committee

F. Caring Committee

G. Volunteer Committee

Section 2 - Standing Committees shall develop Standing Rules for review by the Board of Trustees prior to their implementation.

ARTICLE XIV - ORGANIZATIONS

Section 1 - In accordance with policy of the Board of Trustees the Property Management Committee may permit certain organizations to use the Church building in compliance with appropriate regulations and restrictions, provided that the objectives and purposes of such organizations are not inconsistent with the objectives and purposes of the Society.

ARTICLE XV - REAL PROPERTY

Section 1 - The Society shall have the power to purchase, sell, assign, transfer, convey, lease, or mortgage real property, if authorized to do so by a two-thirds (2/3s) vote of members present at the Annual Business Meeting or any Special Meeting called for such purpose,

Section 2 - Any contract for the purchase, sale, assignment, transfer, conveyance, lease or mortgage of real property shall be executed in the name of the Society and shall be signed by the President.

ARTICLE XVI - DISSOLUTION

Section 1 - The congregation may elect to dissolve the Society at any Annual Business Meeting or Special Meeting called for such purpose by four-fifths (4/5s) vote of members present.

Section 2 - If the membership votes to dissolve the Society, the Board of Trustees shall cause all outstanding debts to be retired to the extent of available assets and any remaining assets of the Society will be transferred to the Unitarian Universalist Association for its general purposes.

ARTICLE XVII - AFFILIATIONS

Section 1 - The Society, while retaining its congregational polity, integrity, and independence, shall be affiliated with the Unitarian Universalist Association and the Mountain Desert District, and any other relevant local, regional and national associations.

ARTICLE XVIII - AMENDMENTS

Section 1 - These Bylaws may be amended at the Annual Business Meeting or any Special Meeting called for that purpose by a majority vote of the members present, provided that no amendment shall be made to the Bylaws at any meeting unless the notice of the meeting shall have stated the substance of the proposed amendment.

ARTICLE XIX - MISCELLANEOUS

Section 1 - Official copies of the Articles of Incorporation and the Bylaws of the First Unitarian Society of Denver shall be at all times available in the Church office for reference.

Section 2 - These Bylaws supersede the original Bylaws adopted by the Board of Trustees at a meeting held December 9, 1884 and all subsequent amendments.

 

These Bylaws were adopted by a meeting of the Society on

September 18, 2005

Secretary of the Society


As amended at annual business meeting May 16, 2010.

As amended at annual business meeting May 22, 2011.

As amended at annual business meeting May 20, 2012.

As amended at annual business meeting June 1, 2013.

As amended at annual business meeting May 31, 2015.