Mountain Vista Unitarian Universalist Congregation
Bylaws – Amended 05/17/2015
Table of Contents
ARTICLE I Name
The name of this religious society shall be the Mountain Vista Unitarian Universalist Congregation. This name was approved by the congregation in May 2013 and the Arizona Corporation Commission in December 2013. The name is abbreviated as MVUU and is sometimes shortened to Mountain Vista UU. (updated to reflect AZ corporation papers Jan 2014)
ARTICLE II Purpose
Section 1.
This Congregation welcomes and affirms diversity. We promote the full participation of persons in all our activities and endeavors including membership, programming, hiring practices and the calling of religious professionals, without regard to race, color, gender, physical or mental challenge, affectional or sexual orientation, age, class or national origin.
The purpose of this congregation 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 of spiritual growth; a free and responsible search for truth and meaning; the right of conscience and the use of the democratic process; the goal of world community with peace, liberty and justice; respect for the interdependent web of all existence of which we are a part.
The living tradition we share draws from many sources: direct experience of that transcending mystery and wonder, affirmed in all cultures, which moves us to a renewal of the spirit and an openness to the forces that create and uphold life; words and deeds of prophetic women and men which challenge us to confront powers and structures of evil with justice, compassion, and the transforming power of love; wisdom from the world’s religions which inspires us in our ethical and spiritual life; teachings which call us to respond to love our neighbors as ourselves, and counsels us to heed the guidance of reason and the results of science, and warn us against idolatries of the mind and spirit.
Grateful for the religious pluralism which enriches and ennobles our faith, we are inspired to deepen our understanding and expand our vision.
Section 2.
This congregation is organized exclusively for the religious purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code.
Section 3.
This congregation shall maintain membership in and cooperate with the Unitarian Universalist Association and the Pacific Southwestern District. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to the Unitarian Universalist Association, Boston, Massachusetts.
Section 4.
Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by:
(1) A corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or;
(2) Corporation contributions which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE III Membership
Section 1.
Membership in this Church entails a commitment to the Unitarian Universalist Principles and Purposes. Participation in its community and the contribution of time and talent is encouraged. An annual monetary contribution of record is required. A monetary contribution greater than the combined UUA and PSWD dues is requested. Annual membership sponsorships may be made available by the Board of Trustees. Any person who has passed his or her sixteenth birthday and has shown familiarity with the purpose as set forth in Article II shall become a legal, voting member upon signing the membership roll.
Section 2.
At the end of each calendar year, the Membership Auditor shall make every attempt to contact members who do not fit the definition in Section 1 in order to determine if they wish to be dropped from the membership rolls or maintained as “Friends.” Any member for whom complying with Section 1 would be a hardship shall be exempt from that provision. If a member does not respond to the inquiry and/or the Auditor is unable to reach that member, they will be changed to “friend” status. The Membership Auditor shall then bring a list of proposed changes in membership to the Board of Trustees for approval. The Auditor will notify the individual of that change. A revised list of eligible voting members shall be available for the Annual Meeting.
Section 3.
Any person between the ages of twelve (12) and sixteen (16) may, upon request, become a Junior Member of the congregation. Junior membership carries no voting privileges.
With a recommendation from the Membership Auditor, and approval of the Board of Trustees, members who have been active and who are no longer able to contribute with either time, energy, and/or resources, may be declared Life Members. Life members will have all privileges of regular membership, including voting, but will not be subject to the requirements of Section 1.
Section 4.
All meetings of the Board of Trustees and Committees shall be open to any member or friend of the congregation except for executive sessions (full board) and executive committee as defined in Article V, Section 6. It is the intent of the congregation to normally conduct its business in as open a manner as possible with the recognition that on occasions some items must be discussed in confidence.
Section 5.
Disruptive behavior of members or friends shall be handled in accordance with Policy for Handling Disruptive People.
ARTICLE IV Congregational Meetings
Section 1.
The congregation shall be the final authority in all matters of policies and procedures.
Section 2.
An Annual Meeting of the congregation shall be held each year at a time and place designated by the Board of Trustees for the purpose of electing officers and trustees at large for the next fiscal year and any other business that the Board may deem necessary. The newly elected Board of Trustees shall take office at the beginning of our fiscal year, July 1st.
Section 3.
Special congregational meetings may be called by the Board of Trustees. Other special congregational meetings shall be called by the Board upon the written request of five (5) percent of the voting membership as determined by the Membership Auditor as of the date of the written request.
Section 4.
All congregational meetings shall be called by the Secretary of the Board of Trustees by causing a true copy of the notice to be mailed, or emailed, to every voting member of the congregation at his or her last known address at least fourteen (14) days before the meeting. The business to be transacted at any congregational meeting shall be specified in the notice of that meeting.
Section 5.
A majority of members voting shall decide any question except as required in Article VII, Section 1, Minister; Article IX, Section 1, Bylaws; and Amendment I: Endowment of these bylaws. Twenty-five percent of the voting membership, as determined by the Membership Auditor as of the date of the vote, shall be present to constitute a quorum for conducting congregational business. The Board of Trustees may authorize voting by mail except for the election of the Board; however, absentee ballots will be available in compliance with Article VI, Section 3. A secret ballot shall be honored upon a call by any voting member present.
Section 6.
Robert’s Rules of Order shall be used to govern the conduct of all congregational meetings.
ARTICLE V Board of Trustees
Section 1.
At each Annual Meeting there shall be elected from the voting membership of the Congregation certain members of the Board of Trustees: A President, Vice President, Secretary, Treasurer, and three (3) additional trustees for two years. Each trustee shall hold office for two (2) years, perform the duties pertaining to such offices, and be eligible for election for no more than three (3) two (2) year terms. The President and Treasurer will be elected in odd years. The Secretary and Vice President will be elected in even years. Each remaining trustee shall serve for staggered terms of two (2) years, to be elected in alternate years. Each shall take office on July 1 and serve until the end of the fiscal year. The Minister shall serve as an ex-officio, non-voting, member of the board.
Section 2.
The Board of Trustees shall have general charge of the property of the congregation, and shall set policies by which the administrative and business affairs shall be operated. The Board shall not implement these policies but shall assign the duties to an administrator and/or Management Committee. The board shall also authorize the establishment or continuance of committees other than the Nominating Committee and the Endowment Committee, determination of their areas of responsibility, appointment and removal, if necessary, of their chairs and designation of which committees are to be standing committees for the ensuing year.
Section 3.
The Board of Trustees shall propose a budget for the following year. The budget shall be voted upon at a special congregational meeting prior to the close of each fiscal year. The Board is empowered to make all expenditures within the scope of the congregationally accepted budget and for which the congregation is legally liable. Any purchase or sale of real estate must be submitted to a congregational vote.
Section 4.
The Board of Trustees may fill vacancies that occur in its membership. Trustees so appointed shall serve only until the next Annual Meeting. Board members who miss, without good cause, three (3) consecutive regular monthly meetings to which individual notice has been given at least five days prior to each meeting date, shall be dropped, unless a majority vote of the Board rules otherwise.
Section 5.
Fifty-one (51%) percent of the Board of Trustees’ membership shall constitute a quorum.
Section 6.
The Executive Committee shall consist of the elected officers of the Board of Trustees. All Business transacted by the Executive Committee is reported to the Board at the next meeting.
Section 7.
The Executive Committee meets at the call of the President or upon written request of two (2) members thereof. Fifty-one (51%) percent of the members of the Executive Committee shall constitute a quorum for the transaction of all business. The Executive Committee may discuss possible actions by the Board of Trustees and make recommendations.
Section 8.
Roberts’s Rules of Order shall be used to govern the conduct of all meetings of the Board of Trustees.
ARTICLE VI Nominating Committee
Section 1.
The Nominating Committee shall consist of three members. Each member is elected for a three-year term by the congregation at the Annual Meeting. Ideally, only one member is elected in a given year, thus effecting staggered terms. Should two or more candidates need to be elected in a given year, the number of years each will serve will be included on the ballot. In the event of a vacancy on the Nominating Committee occurring during the church year, the remaining members will appoint an acting member to fulfill the vacancy until the vote at the next Congregational Meeting.
The Nominating Committee shall be an autonomous committee that will meet at least quarterly during the year. It shall study the capabilities and interests of all members and friends of the congregation. The committee shall serve in an advisory capacity to the Board of Trustees. It shall suggest candidates for vacancies as they occur in the congregational organization.
Section 2.
The Nominating Committee shall cause to be mailed, or emailed, a slate of nominees for the Board of Trustees, the Endowment Committee and the Nominating Committee before each Annual Meeting. The slate of nominees shall be mailed, or emailed, to all voting members of the congregation twenty-one (21) days prior to the next Annual Meeting. The slate shall contain the name of at least one nominee for each position to be filled. Any member of the congregation may nominate another candidate in writing. The nomination must be submitted to the Nominating Committee in time for the addition to be mailed, or emailed, to the voting members of the congregation fourteen (14) days before the next Annual Meeting. No nominations will be accepted from the floor at the Annual Meeting except for members of the Nominating Committee. The Nominating Committee shall conduct the elections at the Annual Meeting.
Section 3.
For the election of the Board of Trustee members, absentee ballots will be available from the Nominating Committee, upon written request, fourteen (14) days before the election. Absentee ballots must be returned to the Nominating Committee by the date of the Annual Meeting. Absentee ballots may be returned by hand to the church office, sent via U.S. mail, or sent via the MVUU website. Confidentiality of the absentee ballots must be maintained by anyone handling them.
ARTICLE VII The Minister
Section 1.
The Minister shall be chosen and the general contractual terms of his or her employment shall be accepted by a vote of the congregation at a meeting called as provided in Article IV. The affirmative voting percentage required to call a minister shall be eighty-five (85%) percent of the votes cast. Specific contractual terms shall be reduced to writing, approved by the Board of Trustees, and signed by the minister and the President of the Board of Trustees. This contract shall be reviewed by the Board of Trustees and the Minister at intervals of no longer than three (3) years. The Minister may be dismissed only upon the affirmative vote of seventy-five (75%) percent of the voting members at a congregational meeting. Dismissal shall not be in effect until three (3) months after written notice has been personally served upon the Minister by the President of the Board of Trustees, or the President’s designee. If the minister resigns, it shall not be effective until three (3) months thereafter unless arrangements have been made for the continuation of the ministerial functions satisfactory to the Board of Trustees.
Section 2.
The Minister shall be responsible, in conjunction with other congregational committees, for all contracted services. In the absence of the Minister, the President of the Board of Trustees, or his/her designee, shall assume these responsibilities.
Section 3.
It shall be the duty of the Minister to bring to the attention of the Board of Trustees any matter which seems pertinent to the general welfare of the congregation.
ARTICLE VIII The Fiscal Year
Section 1.
The fiscal year shall run from July 1 through June 30.
Section 2.
The fiscal records of the Congregation shall be audited within 60 days of the end of the fiscal year. The records shall be audited by an auditing committee of more than two (2) persons appointed by the Board of Trustees.
ARTICLE IX Amendments
Section 1.
These Bylaws, so far as allowed by law, may be amended or repealed by an affirmative vote of sixty-six (66%) percent of the members of the congregation voting at a duly called congregational meeting. Notice shall include written proposals of bylaw amendments.
Section 2.
Amendments shall be filed with the Corporation Commission as part of the Articles of Incorporation within ten (10) days of approval. The amendments shall be filed by the Secretary of the Board of Trustees.
| Adopted: 5/17/2015 |
BYLAWS |
ARTICLE X Endowment Committee
Section 1. The Congregation shall have a separate Endowment Fund to assure the long-range financial future of the congregation, to help the congregation manage and survive financial emergencies, and to fund capital needs and special projects that further the mission of the congregation.
Section 2. The Endowment Fund shall be governed by an Endowment Committee, which shall serve as custodian of the Endowment Policy. This policy may be amended or repealed by an affirmative vote of sixty-six (66%) percent of the members of the congregation present and voting at a duly called congregational meeting.
Section 3. When at least 90% of the MVUU Endowment Fund is invested with the Unitarian Universalist Common Endowment Fund, the Endowment Committee shall consist of three (3) voting members of the congregation with staggered three-year terms. If the percentage of funds outside of the Unitarian Universalist Common Endowment Fund exceeds 10% of the entire fund for a period of 3 months, the Board of Trustees will appoint two members to the Endowment Committee who will serve until the end of that fiscal year.
