Bylaws of the Auburn Unitarian Universalist Fellowship, Inc.

Contains revisions approved by the Fellowship on June 28, 2026

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 October 5, 2025

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 shared values, principles, and purposes of the Unitarian Universalist Association. The Fellowship affirms and promotes that anyone is welcome and encouraged to join us in whatever capacity best aligns with their own willingness and ability.

Article III. Denominational Affiliation

This Fellowship shall be a member of the Unitarian Universalist Association.

Article IV. Membership

Section 1. Any person in sympathy with the purpose and program of the Fellowship may become a member by firstcompleting a New UU program (or equivalent AUUF membership education program) or meeting with the professional minister and then signing the membership book.

Section 2. Active membership shall be contingent upon participation and/or a recorded financial contribution during each fiscal year. Any member who has not supported the Fellowship by participation or financial support during the year will be considered inactive and have voting rights suspended.

Section 3. Members who have belonged to the Fellowship for 60 days or more shall have voting rights and may serve in an elected office. Voting may occur in person, by signed proxy, by official mail ballot, or through an online voting system approved by the Board.

Article V. Officers

Section 1. A president-elect shall be elected every year at the Annual Business Meeting to serve a two-year term: the first year as President-elect and the second year as President.  At each Annual Business Meeting, the Fellowship shallalso elect a Vice President for Finance, Secretary, Treasurer, and Trustees. The President shall preside at Fellowship meetings and organize and preside at Board meetings. The President shall serve as an ex-officio member of all committees.

Section 2. The president-elect shall perform the President’s duties during temporary absences or at the direction of the President and shall automatically become President should the President leave office permanently.

Section 3. The Vice President for Finance shall be responsible for organizing fund-raising events. The Vice President for Finance will serve in the absence of the President, if no President-elect is available, and assume the duties of President if the current President resigns or leaves office.

Section 4. The Secretary shall ensure the accurate preparation and preservation of minutes of business and Board meetings, maintain official governance and legal records of the Fellowship, ensure required notices are properly issued, and support transparency and continuity in Fellowship governance. The Secretary shall work with staff, volunteers, committees, or other authorized people to maintain archives and records in a manner that promotes long-term preservation and reasonable accessibility. Administrative and recordkeeping duties may be delegated in accordance with Board policy.

Section 5. The Treasurer shall oversee the financial affairs and financial integrity of the Fellowship in accordance with these By-Laws and policies adopted by the Board of Trustees. The Treasurer shall ensure that accurate financial records are maintained, regular financial reports are provided to the Board and Fellowship, required taxes and governmental filings are completed, and appropriate financial controls are followed for the protection of Fellowship assets. The Treasurer may delegate operational financial duties as authorized by Board policy while remaining accountable to the Board for proper financial oversight. The Treasurer will also serve as Co-Chair of the Finance Advisory team with the Vice President of Finance to coordinate the canvass list and the creation of the annual Fellowship budget. Fellowship financial activities shall separate responsibilities for disbursing, recording, and receiving funds through the duties of the Treasurer, Bookkeeper, and Deposit Maker.

Section 6. The Finance Advisory team and Board shall prepare an annual operating budget for presentation to the Fellowship.

Section 7. Trustees shall audit and validate Fellowship financial records prior to the Annual Business Meeting.

Article VI. Board of Trustees

Section 1. Purpose and accountability. The Board’s fundamental purpose is to create conditions that enable the Fellowship to make progress toward fulfilling its mission. The Board derives authority from the Fellowship and is accountable to the Fellowship.

Section 2. The Board of Trustees shall consist of the President, President-elect, Vice President for Finance, Secretary, Treasurer, three staggered three-year term Trustees, one one-year term Trustee, and the Minister as an ex-officio non-voting member. All members of the Board of Trustees are expected to attend all regularly scheduled meetings of the Board as well as Business meetings of the Fellowship.

Section 3. The Annual Business 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 also be held at the Annual Business Meeting. Voting rights will be in accordance with the laws of Alabama regulating such meetings. The Board shall authorize the President to conduct the ordinary business of the Fellowship.

Section 4. Between meetings of the Fellowship, the Board shall possess all authority not specifically reserved to the membership by these By-Laws.

Section 5. The Board shall present an itemized annual budget sufficiently in advance of the Annual Business Meeting to allow discussion and consideration by the membership. Unless specifically authorized by the Fellowship, the Board shall not knowingly incur a budgetary deficit at any time. The Board shall be authorized to transfer moneys from one budget category to another at its discretion up to a maximum of 5% of the Annual Budget.

Section 6. Should an elective office become vacant, the Board shall appoint a replacement until the next Annual Business Meeting. Should any elected office become vacant, and the normal line of succession does not provide for a suitable replacement, the Board will be empowered to form an Executive Committee, consisting of the remaining available Board members to perform the tasks of President until a suitable candidate can be found. Said candidate would fill the remaining term of the office with the option of continuing in that role for a complete term in the following church year. No person shall hold the same office longer than four successive terms unless a suitable person has not been elected. The board may appoint somebody beyond the four-term limit until a suitable person is found.

Section 7. The Board shall support regular communication and coordination among committees of the Fellowship.

Section 8. Any person in an elected position may be dismissed from the board by majority vote at a duly called Business Meeting.

Article VII. Meetings of the Fellowship

Section 1. Business Meetings of the Fellowship may be called by the Board or upon written request of five members directed to the President. Members shall receive 10 days’ notice in advance through mail or approved electronicmethods. A quorum for Fellowship Business Meetings shall consist of forty percent of the membership, either present, by proxy or by electronic methods. Majority vote shall decide any questions other than amendments to the bylaws, sale of more than 20% of the Fellowships assets, or dissolution of the Fellowship.

Section 2. The Annual Business Meeting shall occur before the start of the fiscal year at a time and place determined by the Board.

Article VIII. Meetings of the Board of Trustees

Section 1. The Board shall meet at least three times annually. All Board members are expected to attend regularly scheduled meetings either in person or via electronic methods.

Section 2. A simple majority of seated Board members shall constitute a quorum for business transactions.

Article IX. Fiscal year

The fiscal year shall be July 1 through June 30.

Article X. Committees

Section 1. The Board may create or dissolve committees and teams necessary for the functioning of the Fellowship.

Section 2. A Nominating Committee consisting of two staggered two-year term members, and one one-year term member. At the Annual Business Meeting, a two-year member and a one-year member will be elected. The chair of the committee is the member in the second year of their two-year term. The duties of the Nominating Committee shall include the nomination of officers and trustees of the Board, members of the Nominating Committee, as well as other duties relating to nominating as directed by the Board through policy.

Article XI. The Minister

Sections 1–3 pertain to the selection of a settled minister serving an unlimited term.

Section 1. A Ministerial Search Committee shall recommend ministerial candidates to the Fellowship. The committee shall consist of Fellowship Members nominated by the Nominating Committee or persons nominated from the floor ata meeting of the Fellowship and elected by the Fellowship in a manner determined by the Board of Trustees.

Section 2. Conditions of employment shall be negotiated between the Minister and Board before congregational approval. After the Minister is recommended by the Ministerial Search Committee, but before the congregationvotes 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 eighty percent of the members present at a duly called meeting. Voting shall take place at a duly called time and place designated by the Board of Trustees by written or electronic balloting. The quorum for such a meeting shall be 40% of the Fellowship Members who reside within 50 miles of Auburn.

Section 4. The congregation may also seek ministers serving for limited or interim terms according to UUA-recommended procedures.

Section 5. The Minister shall enjoy freedom of speech in communications with the Fellowship while remaining subject to the professional standards and code of conduct of the Unitarian Universalist Ministers Association.

Section 6. The Minister may be dismissed by majority vote at a duly called Business Meeting.

Article XII. Amendments

These By-Laws may be amended at any duly called Business Meeting of the Fellowship by a two-thirds vote of thosevoting, provided proposed amendments are distributed 10 days in advance for review and discussion.

Article XIII. 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 or via electronic methods approved by the Board 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 XIV. 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 or via electronic methods approved by the Board 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 XV. 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.

Finis