BY‑LAWS OF THE AUBURN UNITARIAN UNIVERSALIST FELLOWSHIP, INC.

Containing revisions approved by the Fellowship on January 22, 2012

Article I. Legal Status

Section 1. The name of this religious society shall be “The Auburn Unitarian Universalist Fellowship.”
Section 2. The By-Laws set out herein constitute the provision for the management and regulation of the Auburn Unitarian Universalist Fellowship as established under its certificate of incorporation which was recorded in Corporation Book 530, pages 420-425 in the office of the Judge of Probate, Lee County, Alabama, on June 17, 1962.
Section 3. These By-Laws supersede the revised and amended By‑Laws of the Fellowship dated June 2, 2004
Section 4. Whenever the word “Fellowship” is used in these By-Laws or in amendments thereto, it shall signify the legal organization: The Auburn Unitarian Universalist Fellowship, Incorporated. The phrase “a vote of the Fellowship”, or any similar phrase, shall mean a vote of the members of the corporation comprising the Fellowship at any duly called meeting.

Article II. Purpose

The purpose of this organization is to unite in the free quest of the highest values in religion and in life as reflected in the Principles and Purposes of the Unitarian Universalist Association, and that towards this purpose, we affirm and promote that people of all races and cultures, males, and females, the able and the physically and/or mentally challenged, all sexual and affectional orientations, and all ages are welcomed and are invited to participate fully in all our activities including membership, programming, religious education, outreach, hiring practices, and the calling of religious professionals.

Article III. Denominational Affiliation

This Fellowship shall be a member of the Unitarian Universalist Association and of the appropriate geographical district of that association. Accordingly, a person, officer or non-officer, shall be designated as being responsible for advising the Fellowship on the actions it should take regarding forthcoming denominational meetings.
Section 1. Any person who is in sympathy with the purpose and program of the Fellowship may become a member by signing the membership book and by either attending a New UU class or meeting with the minister, thereby indicating his/her sympathy with and willingness to support the objectives of the Fellowship. The date of membership shall be the date on which the person signed the membership book.
Section 2. Active membership shall be contingent upon service and/or a recorded financial contribution during each fiscal year. Each individual shall determine the amount of his/her contribution. Any member who has not supported the Fellowship by service and/or financial contribution within a year shall, with the approval of the Board of Trustees, be put on the inactive membership list and deleted from the list of names reported to the UUA. Each person who has been placed on the inactive membership list shall be notified by the Board of Trustees at his or her last known address.
Section 3. Only persons who have been members for 60 or more days shall have the right to vote. Members who are eligible to vote may submit votes whether in person at a business meeting or by written proxy which designates the name of the person who will vote for them.
Section 4. The membership of persons who leave permanently the general Auburn area shall be terminated automatically.

Article IV. Officers

Section 1. A President shall be elected every other year at the Annual Business Meeting to serve a 2-year term. A President-elect shall be elected every other year at the Annual Business Meeting to serve a 1-year term beginning with the President’s second year of office. At each Annual Business Meeting 1) a Vice President for Finance, (2) a Secretary, and (3) a Treasurer shall be elected, all of whom shall hold their offices for one year or until the next slate of officers is installed. Only persons who have been members of the Fellowship for 60 days or more shall be eligible for elective office. The officers shall perform the duties usually pertaining to such offices and as herein outlined. No person shall hold the same office longer than four successive terms.
Section 2. The President shall preside at all business meetings of the Fellowship and of the Board. The President is an ex-officio member of all committees and shall appoint the chairpersons of all committees except where the By-Laws require that the chairperson be elected. The President shall maintain the church calendar in coordination with the minister. If the president cannot perform his/her duties and cannot designate either the President-elect or the Vice President for Finance to do so, then the Board shall decide who shall perform the President’s duties. The President shall be authorized by the Board of Trustees to conduct the ordinary business of the Fellowship.
Section 2.a. The President-elect shall perform the President’s duties in the President’s absence, and shall automatically become President for the balance of the President’s term of office should the President’s office be vacated. At the end of the fiscal year, the President-elect will then be in line to serve a full 2-year term as President. If there is no President-elect, the Vice President for Finance shall serve the role of President until the end of the President’s term of office. The President-elect shall serve as chair of the Council. In the absence of a President-elect, the most recent Past-president shall serve as chair of the Council.
Section 3. The Vice President for Finance shall be responsible for organizing fund-raising events, such as the annual canvass and the annual auction. The VP for Finance shall perform the President’s duties in the President’s absence and shall automatically become President for the balance of the President’s term of office should the President’s office be vacated and there is no President-elect.
Section 4. The Secretary shall keep records of all business meetings of the Fellowship and of the Board, as well as keeping a registry of all marriages solemnized by the society, with a second copy kept in the church office, see Article XIV. All records of the Secretary shall remain the property of the Fellowship.
Section 5. The Treasurer shall carry out the duties listed below, as well as recommend persons to be approved by the Board to perform the duties of bookkeeper and deposit maker.
Duties of the Treasurer: Check and open mail, write checks and pay bills; maintain receipt forms; using the monthly bank statement follow-up on un-cleared checks; attend board meetings; function as canvass co-chair with the V.P. for Finance (it is assumed that the V.P. for Finance will be in charge of volunteers, timeline, training, and keeping things on task). The Treasurer shall determine who is canvassed and in what way; prepare first draft of the annual budget; make suggestions as to members who need to be placed on inactive status due to failure to make an annual contribution; maintain the recording of canvass data; oversee bookkeeper and prepare and file FICA and tax statements for any federal, state, and city withholding.
Duties of the bookkeeper: Enter data in the computer, reconcile the bank statement using on-line data, supply reports to the treasurer for presentation to the Board, train an understudy, serve as a member of the Finance Committee, and the Canvass Committee. And provide a listing of members who failed to make an annual financial contribution
Duties of the deposit maker: Collect, count, and deposit the weekly offering (The count should be witnessed by a second party other than the bookkeeper and the Treasurer (e.g. the greeter); report the weekly deposit to the bookkeeper and Treasurer (the report should indicate from whom, and in what amount, pledge payments were received).
At the auction and other fundraisers, someone independent of the Treasurer and bookkeeper needs to witness the counting of funds collected and report the amount to the treasurer.
Section 6. The Treasurer (via the bookkeeper) shall keep a complete account of the finances and a current membership list of the fellowship on records that shall remain the property of the Fellowship and that shall be open for inspection by the officers or trustees at all times.
Section 7. The Treasurer shall render a current financial statement at each meeting of the Board and at the Annual Business Meeting.
Section 8. The Treasurer and the Board of Trustees shall prepare an annual operating budget and present the same to the Fellowship before the Annual Canvass.
Section 9. The Term Trustees shall audit and validate the Treasurer’s books before the Annual Business Meeting.

Article V. Board of Trustees

Section 1. There shall be a Board of Trustees composed of the President, President-elect, the most recent Past-president, Secretary, Treasurer, Vice-president of Finance, the three (3) Term Trustees and a 1-year Trustee. One Term Trustee shall be elected at each Annual Election Meeting to serve a three-year term and until his/her successor has been installed. A 1-year Trustee shall be elected at each Annual election Meeting. If the Fellowship has a minister (permanent or temporary) he/she shall be an ex‑officio member of the Board of Trustees without vote.
Section 2. The Board of Trustees, on behalf of the Fellowship, shall be responsible for the property, the conduct of all business affairs, and the administration of the Fellowship. All checks and drafts in the name of the Fellowship, all deeds and mortgages, promissory notes, contracts, and all other obligations and instruments for the payment of money or the transfer of property shall be signed by such officer or officers, agent or agents, as shall be authorized from time to time by the Board of Trustees. The Board shall authorize the President to conduct the ordinary business of the Fellowship.
Section 3. Between meetings of the Fellowship, the Board of Trustees shall have all authority that the Fellowship itself has, except those authorities specifically reserved by the By‑Laws.
Section 4. The Board of Trustees shall present an itemized, categorized budget to the Fellowship at the Annual Business meeting that shall specify both the purpose and amount of money to be disbursed based upon the amount of anticipated income from pledges, offerings and other sources. The word “category” as used herein shall refer to the general areas which require financial support., i.e., religious education expenses, salaries, maintenance, etc. Once an Annual Budget has been approved by a vote of the fellowship, the Board shall be authorized to implement the budget. At its discretion, the Board shall have the authority to transfer moneys from one category to another up to a maximum of no more than 5% of the Annual Budget. Unless specifically authorized by the Fellowship, the Board shall not incur a deficit. The Board shall neither convey nor mortgage real estate belonging to the Fellowship without being specifically authorized by an affirmative vote of the Fellowship in accordance with Article XII below.
Section 5. Should any elective office other than President become vacant, it shall be the responsibility of the Board of Trustees to find someone to fill the position until the next Annual Election Meeting.

Article VI. Meetings of the Fellowship

Section 1. Business meetings may be called by the Board or at the written request of any 5 members directed to the President. All members shall be informed by mail postmarked at least 10 days before the meeting. The announcement should include a brief agenda and a written proxy form. A quorum for all business meetings of the Fellowship, excepting those provided for in Article X, shall be 40 percent of the membership, either present or by proxy. Majority vote shall decide any question other than an amendment to the By-Laws, the sale of more than 20% of the assets of the Fellowship, or dissolution of the Fellowship.
Section 2. The Annual Business Meeting and the Annual Election Meeting of the Fellowship shall be held at such time and place as shall be determined by the Board of Trustees. An Annual Budget shall be adopted by a vote of the Fellowship at the Annual Business Meeting. The election of officers by a vote of the Fellowship shall be held at the Annual Election Meeting. Voting rights will be in accord with the laws of Alabama regulating such meetings.

Article VII. Meetings of the Board of Trustees

Section 1. The Board of Trustees (Board) shall meet at least three times during the year. Board meetings may be called by the President or by any four members of the Board. Notification of such meetings must reach the residence of each Board Member at least 24 hours before the time of the meeting, but a meeting of shorter notice shall be considered duly called if all members are present or waive their notification right for that meeting.
Section 2. A simple majority of the Board shall constitute a quorum for the transaction of business. Any action that may be conducted at a meeting of the Board at which there is not a quorum can be conducted without a meeting if a consent in writing, setting forth the action so taken, is signed by all members of the Board. Such consent shall have the same force as a unanimous vote.

Article VIII. Fiscal Year and Officer Election Date

The fiscal year [presently July 1-June 30] and the date of officer election shall be determined by the Board of Trustees. Ordinarily, officers and elected chairpersons shall begin their terms July 1, following their election in May or June. If the election date of officers is changed, the Board shall remain in office until the most proximate election time considering both past and present terms.

Article IX. Council and Committees

Section 1. A Council, chaired by the President-elect or the most recent Past-president and consisting of the current Committee Chairs (or their designated representatives), will be held at least four (4) times during the year. The purpose of the Council is to provide an opportunity for the various committees to coordinate their tasks and for interaction between the Board of Trustees and the committees.
Section 2. Committees of the Fellowship shall be of two kinds: (1) standing committees and (2) special committees.
1. Standing Committees shall include: Aesthetics, Building and Grounds, Communications, Congregational Support, Denominational Affairs, Green Sanctuary, Membership, Music, Nominating, Religious Education, Social Action, Sunday Services, and Unitarian Universalist Service. The chairs of Standing Committees shall be elected by the Fellowship at the Annual Election Meeting (the membership of Nominating Committee is unique and is determined by the procedure set forth in section 2 of Article IX).
2. Special Committees may be established by either the Board of Trustees or the President. The President shall appoint the chairperson of all special committees unless the By-laws or the Board has specified otherwise.
Section 2. A nominating committee shall be elected by the membership at the Annual Election Meeting. As initially constituted, it shall consist of three persons, two of whom shall serve for one year, one of whom shall serve for two years. At that time, one of the two one-year positions shall be designated “Chair”. At the next Annual Election Meeting, one of the vacancies shall be filled for one year, the other for two years, and the continuing member shall automatically become “Chair”. Thereafter, at each Annual Election Meeting, one individual shall be elected for one year, another for two years. In this manner, each individual elected to a two-year term shall serve as “Chair” his/her second year on the committee.

Article X. The Minister.

In the event a minister’s services are desired by the Fellowship, this article pertains to his/her selection, prerogatives and obligations.
Section 1. The minister shall be recommended to the congregation by a Ministerial Search Committee of at least five members. This committee shall consist of Fellowship Members nominated by the Nominating Committee or persons nominated from the floor at a meeting of the Fellowship and elected by the Fellowship in a manner determined by the Board of Trustees.
Section 2. After the Minister is recommended by the Ministerial Search Committee, but before the congregation votes to call the Minister, a letter of agreement shall be negotiated between the Minister and the Board of Trustees covering the matters relating to conditions of employment (salary, fringe benefits, professional expenses, cost of living adjustments, vacation, working conditions, etc.).
Section 3. The Minister shall be called by at least an 80% majority of the members of the Fellowship present at a meeting legally called for that purpose. Voting shall take place at the meeting by written ballot. The quorum for such a meeting shall be 40% of the Fellowship Members who reside within 50 miles of Auburn.
Section 4. In the event the congregation votes to participate in a special program in which a minister serves the Fellowship for a limited period of time, such as an interim or extension Minister, the regular call procedure shall be suspended and the congregation shall follow the procedures outlined by the Unitarian Universalist Association.
Section 5. The Minister shall be accorded freedom of speech when addressing the Fellowship directly in the Fellowship Newsletter or in other established channels of communication and shall speak as an individual rather than as the official voice of the Fellowship or its members. The minister shall be free to conduct other aspects of the ministry, such as counseling, according to his/her best experience and insight. The Minister shall be expected to act in accordance with the Code of Professional Practice adopted by the Unitarian Universalist Ministers Association.
Section 6. The Minister may be dismissed by a simple majority of the members of the Fellowship present at a meeting convened for that purpose. Voting shall be by written ballot of those present. There shall be no proxy voting. The quorum for such a meeting shall be 40% of the Fellowship Members who reside within 50 miles of Auburn. At least three weeks must elapse between the time of call for such a meeting for consideration of dismissal of the minister and the convening of said meeting. During this period, the inter district Representative, District Executive, or equivalent person shall be invited to visit the Fellowship and attempt to resolve the situation which has led to the crisis in ministerial relations.

Article XI. Amendments

The By‑Laws may be amended or replaced, as allowed by the laws of Alabama, at any business meeting of the Fellowship, duly called, at which there is a quorum (40% of the membership), by a vote of two-thirds of those members voting. The proposed amendments shall be transmitted to all members.

Article XII. Disposition of Property

Section 1. A sale, lease exchange, mortgage, pledge or other disposition of more than 20% of the assets of the Fellowship may be authorized in the following manner in accordance with the law of Alabama: the Board of Trustees shall adopt a resolution recommending such action and directing that it be submitted to a vote of the Fellowship. A business meeting of the Fellowship shall be convened by a written notice mailed 10 days before the meeting which summarizes the recommendation of the Board and which states the business to be considered at the meeting. Property disposition can only be authorized if a vote of two-thirds of the total membership is obtained at the meeting by direct or proxy vote.
Section 2. After the Board has been authorized to dispose of property, it may either proceed with the disposition or abandon the disposition, subject to the rights of third parties under contracts relating thereto, without further action or membership approval.

Article XIII. Dissolution

Section 1. The Fellowship may dissolve in the following manner as prescribed by the law of Alabama: the Board of Trustees shall adopt a resolution recommending that the Fellowship be dissolved and directing that the question of such dissolution be submitted to a vote at a business meeting of the Fellowship. The meeting shall be announced to the members by a written notice mailed 10 days in advance informing them that one purpose of the meeting shall be to dissolve the Fellowship. A resolution to dissolve the Fellowship shall be adopted upon a vote of a least two‑thirds of the total membership by direct or proxy vote.
Section 2. Should this Fellowship cease to function, and the membership vote to disband, the Treasurer shall pay over or deliver any accrued assets, including real property, to the Unitarian Universalist Association, a corporation of the Commonwealth of Massachusetts, or its successors or assigns.

Article XIV. Ordination of Presidents as Pastors

Any past or present President or duly-trained, recognized lay minister of the Auburn Unitarian Universalist Fellowship may be considered a pastor for the purpose of solemnizing marriages and other rites of passage, such as dedications and funerals. The secretary must keep a register and enter therein a particular account of all marriages solemnized by the society, which register or a sworn copy thereof, is presumptive evidence of the fact.