UCF ByLaws

BYLAWS OFTHE UNITARIAN COASTAL FELLOWSHIP
Morehead City, N.C.
(Approved by Vote of the Congregation on June 13, 2008)

ARTICLE 1. NAME
The name of this religious society shall be the Unitarian Coastal Fellowship (UUA), Inc., an Incorporated Religious Fellowship duly chartered by the State of North Carolina pursuant to the Nonprofit Corporation Act, Chapter 55A, of the General Statutes of North Carolina.

ARTICLE 2. PURPOSES
The purposes of this Fellowship are to promote the causes of liberal religion and our Unitarian Universalist Association (UUA) principles within our congregation and the larger community, thereby furthering the religious journey of all members and friends.

ARTICLE 3. NON-PROFIT STATUS
As a chartered Nonprofit Corporation, this Fellowship collects and distributes financial resources. In so doing, no officer, trustee, or member may derive a pecuniary, non-charitable benefit from its operation; nor may the Fellowship issue stock or declare or distribute dividends, and no part of its investments or income shall inure to the non-charitable benefit of any member.

ARTICLE 4. DENOMINATIONAL AFFILIATIONS
This Fellowship shall be a member of the Unitarian Universalist Association (UUA), the Thomas Jefferson District (TJD), and such other religious association(s) as decided by the congregation. It is the intention of this Fellowship to make annual denominational contributions equal to its full and fair share as determined by the UUA and the TJD.

ARTICLE 5. MEMBERSHIP

Section 5.1—Becoming a Member:
Any person, regardless of race, color, disability, age, creed, sexual orientation, gender or national origin may become a member of this Fellowship provided that person
is in sympathy with the Fellowship's purpose and program,
is at least 16 years of age,
has met with the minister, membership chairperson, or the President of the Board of Trustees in order to discuss the rights and responsibilities of membership, and
agrees to sign the Membership Book.
Each new member shall receive a copy of these Bylaws.

Section 5.2--Maintaining Membership: Membership is maintained through contributions of time, talent and financial assistance consistent with one’s personal resources.

Section 5.3--Termination of Membership: Membership may be terminated by:
written resignation sent to the Secretary of the Fellowship, death,
reason of no known address for a period of 12 months,disruptive behavior as defined by the UCF Policy and Procedures Handbook,recommendation of the Board of Trustees after two (2) consecutive years as an inactive member.

Section 5.4--Inactive Member Status: A member who no longer supports or participates in the life of the Fellowship for a period of twelve (12) months will be listed as an “Inactive Member”. Inactive members may be restored to full membership by renewed participation in the life of the Fellowship.

Section 5.5--Reinstatement of Membership: Any past member may be reinstated by agreeing to affirm the conditions of membership cited in Article 5.1

Section 5.6—Members' Rights: Each active member of the Fellowship is accorded these rights and privileges:
a) after thirty (30) days of membership, to vote on all issues that come before a Congregational Meeting;
b) to enjoy freedom of religious belief;
c) to receive pastoral care and counseling from the Minister without fee;
d) after one (1) year of membership, to serve on the Board of Trustees, if nominated and elected;
e) to serve on any Standing Committee;
f) to attend any Fellowship Meeting, as defined herein;
g) to influence the direction and focus of the Fellowship's actions related to such matters as policy, social concerns, and the like;
h) to use the facilities of the Fellowship in accordance with the UCF Policy and Procedures Handbook;

i) after six (6) months of membership, to be eligible for loans from the Circle Associates Fund.

Section 5.7--Membership Roll: The Fellowship shall maintain a complete and accurate membership roll that includes those who are active and inactive.

Section 5.8--Friends of the Fellowship: The Unitarian Coastal Fellowship recognizes that there are those who attend and associate themselves with this Fellowship, but who do not choose to become members. This congregation and these bylaws recognize this fact and welcome them as valued Friends. Friends are accorded the rights and privileges stated in Article 5, Section 5.6, except items (a) and (d). Friends shall not be considered members for purposes of reporting active members to the UUA and the TJD.

ARTICLE 6. GOVERNING STRUCTURE

Section 6.1—Congregational Polity: This Fellowship is committed to the democratic principle that members of its congregation hold unrestricted authority or polity over the purposes, principles, policies, and procedures to which the Fellowship is committed. To this end, the members have approved these Bylaws and elected a Board of Trustees, consisting of Officer Trustees and Functional Trustees, to conduct the business and administration of the Fellowship. Additionally, the Fellowship supports and joins with the UUA, as well as its regional office, the TJD, in order to promote and focus attention on our Unitarian Universalist principles. However, in all such matters, this Fellowship acts independently and the members retain autonomy. At their discretion, members may adopt and amend the Bylaws; adopt or amend the budget presented by the Board; elect and remove Trustees; and call and remove a settled Minister. In all such matters, these Bylaws provide for majority rule, except for certain items as specified herein.

Section 6.1.1—Conduct of Fellowship Meetings: Fellowship Meetings means meetings of the Congregation, Board, and Standing Committees, but not subcommittees or ad hoc committees. At all Fellowship Meetings, decision making by consensus may be used, except when considering matters of great importance to the members, at which time Parliamentary Procedures (i.e., Robert's Rules of Order (current edition)) shall apply. All such meetings shall be open to any member or friend of the Fellowship, except in limited cases when the Board of Trustees goes into Closed Session (see Article 6.9.1). Observers to a Fellowship Meeting may request time to present oral or written statements. Such contributions shall be included in minutes of the meeting. The Board shall prepare a schedule of regular Fellowship Meetings and make it public prior to the month in which the meetings are held.

Section 6.2—Responsibilities and Duties of the Board of Trustees: The Board of Trustees, as the duly elected governing body of the Fellowship, has broad discretion to conduct the business of the Fellowship and administer its operations. Nevertheless, the Board's authority is derived from the members of the congregation, who retain the right to direct, amend, or correct actions of the Board when a majority of the members believe such action is necessary. The duties of the Board are set forth in the UCF Policy and Procedures Handbook.

Section 6.3--Composition of the Board: The Board shall be composed of ten (10) elected Trustees: four (4) Officer Trustees and six (6) Functional Trustees. Newly elected Trustees shall take their positions on the Board upon election.

Section 6.4—Qualifications: All Trustees shall be voting members of the Fellowship and shall have been members of the Fellowship for at least one (1) year.

Section 6.5—Vacancies: The Board of Trustees shall fill vacancies among the Officer Trustees and Functional Trustees with persons who shall serve until the next Annual Congregational Business Meeting.

Section 6.6—Officer Trustees: At each Annual Meeting, there shall be elected three (3) of the four (4) Officer Trustees: the President, Vice-President and either the Treasurer or the Secretary.

The President and Vice-President shall each serve a term of one (1) year. The Vice-President shall become the next year's nominee for President. Together they may serve a second consecutive annual term, after which the Vice-President shall succeed to the presidency.

The Treasurer and Secretary shall serve a term of two (2) years. Their terms shall be staggered.

Section 6.6.1--Duties and Responsibilities of Officer Trustees: The duties and responsibilities of officers are set forth in the UCF Policy and Procedures Handbook.

Section 6.7—Functional Trustees: At each annual meeting, there shall be elected three (3) of the six (6) Functional Trustees, all of whom shall hold their offices for two (2) years and until their successors have been elected and qualified. The other three Functional Trustees shall be elected in the alternate year in order to provide for staggered terms. Trustees may serve two (2) consecutive terms and may be eligible for reelection after an absence from the Board of one (1) year.

Section 6.7.1--Functional Trustee Titles: There shall be one (1) Trustee for each of the following functional areas:
a. Congregational Affairs d. Outreach
b. Facilities e. Program
c. Finance f Religious Education

Section 6.7.2--Duties and Responsibilities of Functional Trustees: Each Functional Trustee shall be responsible for functions that may be carried out by committees established by the Trustee or by the Board. Further duties and responsibilities of Functional Trustees are set forth in the UCF Policy and Procedures Handbook

Section 6.8--Co-Trustees: Two people, or Co-Secretaries, may share the position of Secretary. If Co-Secretaries are elected, they shall share between them a single vote on the Board.

Section 6.9—Regular Meetings of the Board of Trustees: Meetings of the Board shall be regularly scheduled with a minimum of six (6) meetings a year. Each regularly scheduled Board meeting shall have an agenda that is distributed to Board members and made available to the membership. A quorum of the Board shall consist of seven (7) Board members including either the President or the Vice-President. Board meetings shall be open to all members and friends. Minutes of the Board meeting shall be taken by the Secretary with copies distributed to the Board and made available to the membership.

Section 6.9.1]—Closed Sessions: The Board may go into Closed Session in order to discuss only the following matters: (a) personnel (volunteer and salaried); (b) litigation; (c) sale or purchase of real property. The decision to go into Closed Session will be done by a majority vote of those present in an open meeting. Any matter voted upon while the Board is in Closed Session shall not be official until it is made a matter of record in an open session.

Section 6.10--Removal of Trustees: Three absences during one (1) year by a member of the Board from Board meetings without prior notification to the Secretary or President shall be tantamount to resignation. Board members may also be removed for breach of trust or gross misconduct by a vote of seven (7) members of the Board of Trustees or by a vote at a Congregational Meeting.

Section 6.11--Deacons: The Board shall have the authority to designate persons as deacons to perform marriages or other rituals.

ARTICLE 7. ANNUAL CONGREGATIONAL BUSINESS MEETING

Section 7.2—Month and Day:: The Annual Congregational Business Meeting shall be held each year on the second Friday in June, at a time and place fixed by the Board of Trustees.

Section 7.1—Agenda Call: The Board of Trustees shall issue an Agenda Call to the congregation by the last Sunday in March. The purpose of this call shall be to include on the final agenda any business individual members may wish to have addressed at the Annual Business Meeting. The process by which the Agenda Call will be made is described in the UCF Policy and Procedures Handbook.

Section 7.3--Notice of Annual Congregational Business Meeting: The business to be transacted at the Annual Meeting (or other Special Congregational Meetings as described in Article 8) shall be set forth in a meeting notice sent to all members and postmarked at least fourteen (14) days prior to the meeting. An e-mail message to members is an acceptable form of notice provided it meets the 14-day criterion. The Notice shall include the final agenda.

Section 7.4--Business of the Annual Meeting: The purposes of the Annual Meeting are to:
receive reports on Fellowship activities from Trustees and Committees;
adopt a budget for the new fiscal year;
elect new Officer Trustees, Functional Trustees, and Nominating Committee members; and
transact additional business that may come before those present at the Annual Meeting.

Section 7.5--Quorum: For the Annual Business Meeting, thirty (30) percent of the membership, including written proxies and absentee ballots, shall constitute a quorum.

Section 7.5.1—Extraordinary Circumstances: Should any of the items described in Article 8 and Article 10.3 be on the Annual Meeting agenda, then the quorum requirements for Special Congregational Meetings (Article 8 and Article 10.3) shall apply for those items.

Section 7.6—Ballot Voting: The ballot system of voting shall be in effect at the Annual Congregational Meeting. Ballots shall be secret.

Section 7.6.1—Absentee Ballots: Absentee ballots shall be available upon request to voting members unable to attend congregational meetings. To be counted toward a vote, signed absentee ballots must be received and validated by the Secretary prior to the opening of the meeting.

Section 7.7—Proxies: A written proxy is defined as a document authorizing a member of the congregation to act for another member; as such, a proxy holder has the authority to vote proxies according to what unfolds during the conduct of a Congregational Meeting. No person shall exercise more than three (3) written proxies at any one meeting. Written proxies may be given to any member of the congregation and may be in the form of an e-mail message.

Section 7.8--Nominations from the Floor: Any member may be nominated from the floor of a Congregational Meeting by another member for any elective position. A member so nominated must give his/her consent to be a nominee.

Section 7.9--Voting on Questions: An affirmative vote of more than fifty (50) percent of the present eligible voters, including absentee ballots and proxies, will be required for passage of a motion.

Section 7.10—Recording of Votes: All votes occurring during Congregational Meetings shall be recorded by the Secretary or other designated person(s) and made available to the congregation in all of the following ways: (a) in the minutes of the meeting, (b) in the next available newsletter, (c) on the UCF website.

Section 7.11—Minutes of Congregational Meetings: Minutes shall be taken by the Secretary (or other designated person) of every congregational meeting. Minutes will be made available to the congregation.

ARTICLE 8. SPECIAL CONGREGATIONAL MEETINGS
A special congregational meeting may be called at any time by the Board or by written request of ten (10) percent of the membership. Calls for special meetings will be sent to members fourteen (14) days prior to the meeting, and such notice will inform members of the business to be transacted. An e-mail message shall be an acceptable form of notice provided it meets the 14-day criterion. Certain business matters will require a congregational meeting; they are—
a. calling or dismissing a minister
b. dissolving the corporation
c. purchase or sale of real property
d. amending the charter or bylaws
e. changing provisions of the Endowment Fund

These categories of business shall require a quorum of fifty (50) percent of eligible voters, including proxies and absentee ballots, and a seventy (70) percent affirmative vote of those present for passage of a motion.

ARTICLE 9. COMMITTEES

Section 9.1--Standing Committees: These Bylaws recognize that much of the work of the Fellowship is carried out by Standing Committees that are organizationally within the functional responsibility of individual Trustees. These Standing Committees are—
Congregational Affairs
Facilities
Finance
Outreach
Program
Religious Education

Any one of the Standing Committees may establish committees to perform the work of the Fellowship. The appropriate Functional Trustee is automatically a member of the Standing Committee. The Trustee may serve as Chairperson of the Standing Committee. If not, the Chairperson is selected by the members of the Standing Committee.

Section 9.1.2—Duties of Standing Committees: The Standing Committees and their functional duties are set forth in the UCF Policy and Procedures Handbook.

Section 9.2--Other Committees and Their Functions: In addition to Standing Committees, the Board of Trustees has established these committees:

Section 9.2.1--Committee on Ministry: The Committee on Ministry shall have no less than five (5) members and no more than seven (7) members. Members shall be appointed by the Minister and the Board of Trustees by mutual agreement. Current members of the Board are excluded from being a committee member. Members shall serve one-year terms and may be reappointed for no more than three (3) consecutive terms. The Committee on Ministry shall set its own agendas and meeting times, and shall meet at least five (5) times each year.

The function of this Committee is to provide direction and quality to the ministry of the Fellowship. Because ministry is central to our purpose, the Committee on Ministry is accountable only to the congregation. The committee works within the framework of the Fellowship's Governing Structure, and, although independent of the Board of Trustees, implements its programs through the Board of Trustees.

Duties of the Committee on Ministry are detailed in the UCF Policy and Procedures Handbook.

Section 9.2.2—Nominating Committee: The function of the Nominating Committee shall be to present at the annual meeting a slate of candidates for available positions to be filled for the next fiscal year.

Three members of the Nominating Committee shall serve for a term of (2) two years. The election of one of the members shall be staggered from the election of the other two in order to preserve continuity within the committee. Members may serve no more than two (2) successive terms and shall not be members of the Board. If a position on the Nominating Committee becomes vacant after the Annual Congregational Business Meeting, the Board of Trustees shall appoint a replacement. The Nominating Committee shall publish its slate of nominees in the Notice of Annual Congregational Business Meeting (see Article 7.3).

Section 9.2.3—Search Committees: (a) Ministerial Search Committee—For the settled Minister, the Ministerial Search Committee shall be composed of seven (7) members of the Fellowship. Five (5) of these shall be elected at a Congregational Meeting called for that purpose from a slate prepared by the Nominating Committee. The remaining two (2) members shall be appointed by the Board of Trustees. (b) Other Search Committees—The Board shall appoint search committees for an interim minister, or for positions other than a minister, at its discretion, provided the position has been funded in the Fellowship's budget. In these cases, the search committee appointed must consist of at least three (3) members, none of whom may be a member of the Board.

Section 9.2.4--Negotiating Committee: The Board shall appoint three (3) members to develop the Letter of Agreement for the call of a settled Minister. One member shall be a member of the Board and one member shall be a member of the Ministerial Search Committee.

Section 9.2.5—Endowment Fund Committee: Functions and responsibilities are set forth in the UCF Policy and Procedures Handbook.

Section 9.2.6—Ad Hoc Committees: The President and the Board of Trustees shall establish ad hoc committees as they see fit. Ad hoc committees shall cease to exist when their tasks are completed.

ARTICLE 10. MINISTER

Section 10.1—Preamble: The Members of the Unitarian Coastal Fellowship acknowledge their need for the services of one prepared by education and personal commitment to serve as the settled Minister of this congregation.

Section 10.2—Qualifications: The settled Minister of this Fellowship shall have ministerial fellowship with the Unitarian Universalist Ministerial Association and the UUA. Race, color, disability, age, sexual orientation, gender, marital status, or national origin shall have no bearing on the choice or retention of a Minister.

Section 10.3--Calling and Dismissing a Minister: A Minister shall be called upon recommendation of the Ministerial Search Committee and by at least a seventy (70) percent vote, including proxies and absentee ballots, at a Special Congregational Meeting called for that purpose. A quorum for such a meeting will be fifty (50) percent of the members.

A Minister may be dismissed only by a Congregational Meeting called for that purpose. A quorum for such a meeting will be fifty (50) percent of members eligible to vote, including proxies and absentee ballots. As set forth in Article 8, seventy (70) percent of the eligible votes will be required to dismiss the Minister.

Section 10.4--Agreement with the Minister: A Letter of Agreement shall be developed by the Negotiating Committee and approved by the Board of Trustees.
The Letter of Agreement shall:

a. define the expectations, duties and responsibilities of the Minister,
b. comply with UUA guidelines.
c. set forth the Total Cost of Ministry,
d. be signed by the Minister, the President of the Board of Trustees, and the Secretary to the Board,
e. be made available to the members of the Fellowship.

Section 10.5--Duties of the Minister: The Minister's duties are those defined by
the Letter of Agreement. In addition, the Minister shall be an ex officio member, without
vote, of the Board of Trustees and all Standing Committees.

Section 10.6—Interim Minister: The decision to seek an Interim Minister shall be made at any Congregational Meeting that includes such a decision in its call. A quorum for such a meeting will be fifty (50) percent of members eligible to vote, including proxies and absentee ballots. As set forth in Article 8, seventy (70) percent of the eligible votes will be required to seek an Interim Minister. An Interim Minister shall have the qualifications of Minister as set forth in Article 10.2.

The Board of Trustees shall search for and hire the Interim Minister. The Board shall specify the Interim Minister's compensation and conditions of employment, in general following the guidelines of the UUA.

ARTICLE 11. FISCAL YEAR
The Fellowship's fiscal year shall end June 30.

ARTICLE 12. AMENDMENTS TO THESE BY-LAWS
These Bylaws may be amended, replaced, or rescinded at any Congregational Meeting of the Fellowship, as provided for in Article 8.

ARTICLE 13. DISSOLUTION
Should this Fellowship cease to function and the membership vote to disband, after payment of any outstanding debts, remaining assets of the Fellowship shall be transferred to the Unitarian Universalist Association of Churches and Fellowships in North America, 25 Beacon Street, Boston, Massachusetts 02108.

ARTICLE 14. INDEMINIFICATION
The Fellowship shall indemnify any person who is or was an employee, agent, representative, or member of the Board of Trustees against any liability asserted against such person and incurred in the course and scope of his or her duties or functions within the Fellowship to the maximum extent allowable by law, provided the person acted in good faith and did not engage in an act or omission that was intentional, willfully or wantonly negligent, or done with conscious indifference or reckless disregard for the safety of others. The provisions of this article shall not be deemed exclusive of any other rights to which such person may be entitled under any bylaws, agreement, insurance policy, vote of members or otherwise.

Effective Date of these Bylaws:
The undersigned certifies that the foregoing Bylaws have been adopted this date by vote of the congregation as the Bylaws of the Unitarian Coastal Fellowship, UUA, and are effective as of this 13th day of June 2008. [Note: These Bylaws revise and supersede the edition of June 13, 2003.]

_______________________________________
Frank Pizzardi, President,
Board of Trustees
Unitarian Coastal Fellowship
Signed by Frank Pizzardi, 13 June 2008