BY-LAWS OF THE
UNITARIAN UNIVERSALIST FELLOWSHIP OF LONGVIEW
Effective January 1, 2024
ARTICLE I: STRUCTURE
The name of this religious society shall be Unitarian Universalist Fellowship of Longview (hereinafter UUFL).
The physical address is 2301 Alpine Road, Longview, Texas, 75601. UUFL also has a mailing address of Post Office Box 3451, Longview, Texas 75606.
UUFL is structured to conform to Internal Revenue Service Code, Section 501(c)3, and is registered as a tax-exempt organization with the Office of Texas Secretary of State. All reports and other legal requirements to maintain such status shall be fulfilled.
UUFL is affiliated with the Unitarian Universalist Association (UUA), Unitarian Universalist Association Southern Region, and North Texas Unitarian Universalist Congregations (NTUUC). Any reports, financial contributions, or other requirements to maintain those affiliations shall be fulfilled.
ARTICLE II: PURPOSE
Vision Statement: Love is the spirit of the UUFL, and service is its law. This is our covenant; to dwell together in peace, to seek the truth in love, to help one another, and to work to build a better community through service.
Mission: Our mission is to promote the Principles of the UUA.
ARTICLE III: MEMBERSHIP
Any person aged 18 or older may become a member of UUFL by:
- Stating their intention to join UUFL to at least one Board Member,
- Demonstrating sympathy with its purposes and program,
- Demonstrating an understanding of its bylaws,
- Supporting it through financial and/or personal participation as he/she deems able, and
- Signing the membership book.
It is generally expected that all members will have an understanding of the history and the principles of Unitarian Universalism. Membership shall be open to all qualified persons regardless of socio-economic class, ethnic origin, gender identity, sexual orientation, or political persuasion.
Membership shall be terminated by any one of the following:
- The death of a member.
- The stated resignation of a member. The resignation shall be effective on the date specified. If no date is specified, the resignation shall be effective when received by the Secretary.
- A majority vote of the Governing Board when: 1) a member moves out of the area or 2) a member has not supported UUFL through financial and/or participation for a period of one year.
- For such other reasons as the Governing Board may deem appropriate, termination may be decided if approved by at least five members of the Governing Board.
ARTICLE IV: GOVERNANCE
Unitarian Universalists follow congregational polity; therefore, a congregation’s decision by vote is the highest expression of its authority. UUFL entrusts the administration of its day-to-day business matters to a duly elected Governing Board. Each member of UUFL is entitled to one vote. Absentee voting is permitted and shall be via USPS or email to the Secretary or President of the Board and must be received no later than two (2) hours prior to the scheduled meeting. No proxy voting is allowed.
All meetings of the UUFL, its Governing Board, and Committees shall be conducted in accordance with Robert’s Rules of Order.
Section A: Congregational Meetings
The Annual Congregational Business Meeting (ACBM) shall be held between November 1st and December 15th, at such time and place as determined by action of the Governing Board. At least two weeks prior to the ACBM, the Governing Board shall review and recommend a slate of candidates for the following term of office, a Registered Agent, an operating budget, the previous fiscal year audit report, the minutes from the prior ACBM and from any congregational meeting held since the previous ACBM, and any item to be voted on during the ACBM.
These documents shall be sent to all UUFL members at least ten days prior to the ACBM along with a proposed agenda which clearly states any matters of business to be considered by the members. Any additions or corrections to that agenda must be received by the Board no less than seventy-two (72) hours prior to the ACBM. The final agenda and instructions for absentee voting shall be sent by email to all UUFL members and the agenda shall be posted at the Fellowship.
Forty percent (40%) of the current membership must be in attendance, either in person or by Zoom, to constitute a quorum for any Congregational Meeting.
After the President of the Governing Board has declared a quorum to be present and has called the meeting to order, the agenda shall be addressed. The current Board Secretary shall take minutes of these proceedings.
Special business meetings of the Fellowship may be called by submitting to the Governing Board a written request signed by five or more UUFL members, by action of the Governing Board, or by the Financial Support Committee as authorized in Section A of Article VI. Any business to be transacted at a special called meeting shall be clearly stated in a notice sent by email to all UUFL members at least one week prior to such meeting. An agenda and instructions for absentee voting shall be sent by email to all members no less than seventy-two (72) hours prior to the meeting and the agenda shall be posted at the Fellowship.
Section B: Governing Board
The members of the UUFL delegate customary authority to conduct day-to-day business to an elected Governing Board. That Board shall consist of a duly elected President, Vice President, Secretary, Treasurer, and three Board Members-at-Large. Candidates for Governing Board positions shall be UUFL members for at least one year prior to serving on the Board. The president elect shall be from the current Governing Board.
Should there arise an occasion when there is a lack of qualified and willing candidates for office, the Governing Board may waive certain requirements for such offices, so that otherwise qualified and willing candidates may be duly nominated and elected to office. This action shall require approval by at least five members of the Board.
The immediate past President shall serve as an Ex-Officio Member of the Governing Board for the first year following their last term of office. The Ex- Officio Member does not vote but is advisory only. Their service may be dispensed or extended by an action of the Governing Board.
The Governing Board shall have general authority over UUFL real properties, and financial interests; and exercise control over business and administrative duties of the UUFL. Additionally, the Governing Board shall appoint such committees as deemed necessary with at least one member of the Governing Board serving on each committee. A report of all business discussed at the meetings of the committees shall be submitted each month to the Board.
Unless special consideration is granted by the Governing Board to accommodate Board Members who are temporarily inactive for good cause, any Board Member who misses three consecutive regular or special meetings of the Board may be deemed to have resigned by a majority vote of the remaining Board Members. The Board may fill vacancies with qualified members of the UUFL who shall serve until the end of the term of office.
Governing Board meetings shall be held at such time and place as determined by action of the Board. Any business to be transacted at a Board meeting shall be placed on an agenda that shall be sent to all Congregational Members and posted at least seventy-two (72) hours prior to the meeting. All Governing Board meetings shall be open to all who are willing to abide by the agenda and Board practices. The Board may recess into Executive Session to discuss matters which, due to their nature, may not be publicly disclosed. For an Executive Session to be called, it must be on the agenda. Decisions on all agenda items must be done in an open meeting.
Each Board Member is expected to show initiative, exercise due diligence, and recognize their fiduciary responsibility to the UUFL membership. Each Board Member shall be personally responsible for maintaining current knowledge of UUFL governance documents such as the By-laws, Policies & Procedures, Duties of Office, Operating Budget, Position Description and Responsibilities of each Governing Board member and Committee Chairperson. It is the responsibility of the Governing Board to keep the Congregation fully informed of its actions by making the minutes of all Governing Board meetings available to the UUFL members and to be posted.
Section C: Election of Board Members
Any member of UUFL for one year or more may be elected to a position on the Governing Board. At the ACBM, the congregation shall elect open offices for a President, a Vice-President, a Secretary, a Treasurer, and three Board Members- at-Large, each of whom shall hold office for two years or until the successor to each office has been elected and installed. No person shall hold a specific office for more than three consecutive terms.
The term of the President, Secretary, and one Board Member-at-Large shall begin in even numbered years. The term of the Vice-President, Treasurer, and two Board Members-at-Large shall begin in odd numbered years.
If the membership of the UUFL is unable to form a Governing Board with the structure described in this document, the current Governing Board may propose an alternative governance structure with the authority to conduct the day-to-day business of the Fellowship. The establishment of any such alternative governance structure must be approved by a simple majority vote of the UUFL members.
Any provisional leadership structure must be reviewed and approved at every Annual Congregational Business Meeting until such time as a full Governing Board can be established.
Section D: Registered Agent
This position is appointed by the Governing Board and has no term limits. The Board can modify or remove this authorization by a simple majority vote. The Registered Agent shall have the authority to sign deeds, mortgages, bonds, contracts, and other legal instruments which the Governing Board has authorized to be executed.
The Registered Agent is responsible for submitting signed copies of these documents to the President and Secretary of the Board. The Registered Agent has no voting privileges on UUFL daily operations unless currently serving as an active member of the Governing Board.
ARTICLE V: DUTIES OF BOARD MEMBERS
The Board members shall perform the duties normally associated with their respective offices. In addition, and not in limitation, the Board members shall have the duties defined herein and in the Position Description documents.
All Board members shall represent the Fellowship on appropriate occasions and perform all duties incidental to the office and such other duties as may be requested by the Congregation or the President.
Because the Fellowship has a goal of shared leadership rather than functioning under a traditional hierarchy, Board members have limited responsibilities.
President
The President shall be the executive officer of the Fellowship, serve as the Chair of the Governing Board, be responsible for organizing the agenda for all Regular and Special Congregational Meetings, and shall represent the Fellowship on appropriate occasions and perform all duties incident to the office and such other duties as may be requested by the Congregation from time to time.
The President shall have authority to sign on behalf of the congregation any deeds, mortgages, bonds, contracts or other legal instruments which the Governing Board has authorized to be executed, except in those instances where the signing and other execution of such instruments shall have been expressly delegated by the Governing Board, these By-Laws, or statute to some other officer or agent of the Fellowship.
Vice President
The Vice President shall act in the absence of or at the request of the President, at which time he/she shall have all powers and functions applicable to the President. In addition, the Vice President shall perform such functions and duties as may be specified by the Board.
The Vice President also generally serves as the chairperson of a committee. This additional role will be filled as needed during the elected term with the consent and cooperation of the Vice President and the other members of the Board.
Secretary
The Secretary shall keep minutes of meetings of the Governing Board and any special business meetings of the Fellowship. The Secretary shall post or cause to be posted all minutes and announcements for UUFL members.
The Secretary shall keep and preserve the Fellowship membership book, maintain lists of all friends and members of the Fellowship along with the addresses, telephone numbers, and email addresses.
The Secretary, in conjunction with the Treasurer, shall prepare a list of voting members two weeks prior to any business meeting of the Congregation. The Secretary shall keep all papers, committee reports, correspondence, documents, and written instruments belonging to the Fellowship or that pertain to the business of the Fellowship. The Secretary shall collect, distribute, and respond to incoming mail as appropriate, and perform such other functions as assigned by the Board.
Treasurer
The Treasurer shall receive and safely keep all funds of the Fellowship entrusted to his/her care, make disbursements as directed or approved by the Governing Board, keep a complete account of the finances of the Fellowship in records belonging to the Fellowship, and submit a report each month to the Governing Board.
The Treasurer shall organize a pledge drive in March, maintain a current schedule of the pledges, and track the payment status.
The Treasurer shall be responsible for tracking all financial donations, and maintaining a list of individuals who make non-cash donations. Statements detailing the donations for the previous year shall be provided to each donor during January, or upon request.
The Treasurer shall provide all financial records, monthly reports, bank statements, and invoices no later than February 28th for the previous fiscal year to the Audit Committee. The Treasurer shall provide direction and coordination of any public accounting firm employed by the Fellowship, ensure that all federal, state or local returns, reports or other items required by law are properly prepared and filed with the appropriate authorities in a timely manner, and perform such other functions as assigned by the Board.
The Treasurer shall perform the duties of the President in the event of the simultaneous absence or incapacity of both the President and the Vice President. The Treasurer may be bonded at the expense of the Fellowship.
Members-at-Large
Members-at-Large elected to the Board have unassigned responsibilities. They will perform such functions as determined by the Governing Board.
Removal of Board Members
Duly elected Board members are expected to be available, as required, to discharge their duties of office in a timely fashion, in conformance with Robert’s Rules, and in a spirit of cooperation with their fellow Board members and the Fellowship.
Any Board member who fails to conform to those requirements may be called into a specially convened Executive Session of the Governing Board to review their performance. A two-thirds vote of the remaining Board members shall be required to reprimand a Board member, and a written warning shall be given to the Board member.
Any Board member who then fails to conform to the standards of behavior, or in the case of a flagrant violation of those standards, may be removed from office by a two-thirds vote of the remaining Board members.
The Governing Board shall have authority to fill vacant offices by advancement, by appointment, or by allowing a vacancy to go forward if less than six months are remaining in the term of that office. Their decision shall be clearly communicated to the congregation.
ARTICLE VI: COMMITTEES
Section A: Standing Committees
The Governing Board shall create and maintain three active committees. Additional standing committees may be established by the Governing Board. Each committee shall consist of at least three persons. The Chairperson of each committee shall be a current Governing Board member who shall also be responsible for a monthly report of current committee activities prior to each Governing Board meeting. At least one person of each committee shall be a member of UUFL not currently serving in an elected position. Committee assignments should be carefully considered to provide the greatest expertise and abilities in the area over which the committee has responsibility.
If a committee directive is not supported by the Governing Board there shall be a conference meeting consisting of the entire Governing Board and two members of that committee, each of whom shall have voice and vote. The decision of this conference by majority vote shall be binding.
Program Committee
This committee shall have responsibility over the programs and services of the congregation. The scheduling of speakers, lay leaders, musical support and other aspects directly related to programs and services shall fall under the responsibility of this committee. Any expenditure of funds outside the annual budget shall require specific written proposals submitted to the Governing Board.
Building and Grounds Committee
The Governing Board shall appoint one of its members to act as the Chair of this committee. This committee shall have responsibility over the campus and real properties of UUFL. Expenditures of funds outside the annual budget shall require specific written proposals and no less than two supporting bid documents submitted to the Governing Board.
Financial Support Committee
The Treasurer of the UUFL shall chair this committee. It shall have authority to form budgets for the UUFL. Budget documents shall be available to the Governing Board with time enough to be reviewed and presented to the UUFL Membership ten days prior to the ACBM.
This committee shall also have authority over the trust funds, endowments, and financial investments of the UUFL that are not part of the annual budget. The committee may solicit any number of ex-officio members, and may request the presence or services of persons who are not members of UUFL and may delegate any responsibilities deemed appropriate to such ex-officio or non-UUFL members with the approval of the Governing Board. The duty to report to both the Governing Board and the UUFL Membership shall remain with the Chairperson.
Any action decided on by the committee shall be included in the monthly report to the Governing Board. The Financial Support Committee is granted the authority to submit their proposals directly to the UUFL members in cases of disagreement with the Governing Board’s decisions.
In keeping with Unitarian Universalist Association principles, expenditures and investments must meet social responsibility criteria. All such investments shall be in companies: that do not produce products, offer services, or operate in a manner which might be unsafe to the consumer or threatening to our environment; that are not predominantly involved in the production of war material; that are not dependent on discrimination on the basis of race, color, gender, disability, affectional or sexual orientation, age, national origin, or religion; that do not exploit the poor or deprived for their business success; and that provide safe and healthy work environments, and fair and equal employment opportunities for all persons in their labor force.
Section B: Temporary Committees
By Board action additional temporary committees may be established. The Governing Board shall timely populate and direct these committees as needed. Each committee shall consist of at least three persons and the chairperson shall be responsible for monthly reports of current committee activities to the Governing Board. At least one person shall be a member of UUFL not currently serving in an elected position. Committee assignments should be carefully considered to provide the greatest expertise and abilities in the area of committee responsibility.
Nominating Committee
The Governing Board shall appoint a committee to identify any qualified and willing candidates for open Board positions during the upcoming term of office. The list of such candidates shall be available to the Governing Board with time enough to be reviewed and presented to the UUFL Membership ten days prior to the ACBM.
Audit Committee
The Governing Board shall appoint a committee to conduct an audit of the UUFL finances. Although the Treasurer may not serve on this committee, he/she is expected to be available to answer any questions from committee members. There must be at least one financial audit during the first quarter of each fiscal year. The Chairperson of this committee shall submit a written report to the Governing Board at the conclusion of the audit.
Growth Committee
The Governing Board may appoint a committee to study and make recommendations regarding strategies to strengthen and increase the membership and impact of UUFL.
Employee Search Committee
The Governing Board may appoint a committee to identify any qualified and willing candidates for employment by the UUFL. Prior to beginning any search, the Governing Board must approve a recommendation prepared by this committee of the job description, the procedure for conducting the search, and approval for making an offer of employment. Monthly reports of the committee’s activities must be submitted to the Governing Board.
ARTICLE VII: FISCAL YEAR
The fiscal year shall begin January 1st and end December 31st.
ARTICLE VIII: FINANCES
Financial assets, excluding Real Property, shall be designated in one of the following categories. The Financial Support Committee shall determine which accounts, by bank name and approximate balance, fall into each category. Any
changes shall be documented in the meeting minutes of the Financial Support Committee.
Annual Operating Budget
Annual operating budgets are submitted by the committee chairs to the Budget Committee for review and recommendations. The Budget Committee submits the final budget to the Governing Board and the Congregation for approval by a simple majority of the voting members of the Congregation. Once adopted, access to these funds requires approval from the committee chairperson with oversight from the Treasurer.
General Fund (aka Operating Fund)
The general fund receives income from sources such as Sunday collections, building use fees, fund raisers, and other monies payable to the Fellowship. This general fund is available to be used to supplement the operating budget up to a maximum of 10% of the associated line item in the annual operating budget with a simple majority approval of the Governing Board. Access to these funds for more than 10% requires approval from 70% of the Governing Board.
Contingency Fund
The contingency fund is available as a provision to pay for an unforeseen event or circumstance. Generally, this would be a capital expense item. Requests for emergency capital expenses require approval from the Governing Board and the Financial Support Committee.
Requests for non-emergency items should be submitted in writing stating the reason the purchase is needed and identifying the desired objective. Requests will be submitted to the Governing Board with at least two detailed cost quotes. The Financial Support Committee will review the impact of the expense to the Congregation’s finances and the Treasurer will present the findings to the Governing Board. Requests for non-emergency items requires approval from the Governing Board and the Financial Support Committee.
Any expense over $5,000 of a non-emergency nature shall be funded from the Investment Fund.
Investment Fund
These are the funds which have been set aside for long-term financial gain and may include mutual funds, certificates of deposit, and other long-term investments, as designated by the Financial Support Committee. Income generated from these funds will be reinvested or used to replenish other Funds, as determined by the Financial Support Committee.
Requests for these funds must be submitted to the Governing Board. The Financial Support Committee will review the impact of the expense to the Congregation’s finances. The Treasurer will present the Committee’s recommendation to the Governing Board and, if approved, the President will present the request to the Congregation for approval.
Requests for release of Investment Funds must include a description of the expenditure, the purpose, how the funds will be used, and a date range when the purchase will be made.
Any approved expenses not used within the date range specified in the initial approval will require a new request with the revised date range to be approved by the Congregation.
Disbursements from Investment Funds shall not exceed 20% of the total balance in any twelve-month period.
Access to these funds requires 75% approval of the entire Congregational membership.
ARTICLE IX: AMENDMENTS
These bylaws, so far as allowed by law, may be amended or replaced at any meeting of the Fellowship by two-thirds approval of voting members. Notice of any proposed changes shall be contained in the notice of the meeting.
Changes to the Position Descriptions and Responsibilities as well as the Standing Committee Responsibilities may be made by majority approval of the Board.
ARTICLE X: DISSOLUTION
Should UUFL cease to function and the membership vote to disband, any remaining assets shall be disbursed as determined by vote at that meeting, which action shall be considered as the last official action of the Congregation. Such transfers shall be made in full compliance with any and all applicable laws and regulations.