Unitarian Universalist Church
Midland, TX

As amended October 20, 1968; April 27, 1979; January 20, 1980; October 29,1980; February 15, 1981; April 29, 1984; April 28, 1985; May 18, 1986; October 9, 1989; May 20, 1990; May 17, 1992; May 23, 1993; October 22,1996; May 3, 1998; May 16, 2000, October 22,200; November 19, 2003; May 23, 2004, November 12, 2005, Feb. 11, 2006, May 18, 2008.

Article I
Name

Section 1: 
The name of this corporation shall be the Unitarian Universalist Church of Midland.

Article II
Purpose

Section 1: 
We unite in the free quest of high values in religion and in life.  Freedom shall be our method, reason our guide, fellowship our spirit, character our test, and service our aim in religion.

Article III
Inclusive Clause

Section 1: 
This congregation affirms and promotes the full participation of persons in 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.

Article IV
Membership

Section 1: 
Any person who is at least seventeen years old or a senior in high school, who is in sympathy with the purpose and program of this Church may become a member by signing the Membership Book in the presence of the minister or a member of the  Board of Directors and being formally accepted by the Board at their next meeting.

Any person, between the ages of fourteen and seventeen, shall be eligible for               membership provided he/she has satisfactorily completed a membership preparation course conducted by the minister or a layperson appointed by the Board.

Section 2:
There shall be one class of membership: Active
Members shall be those who have joined the Church and who, in the judgment of the Board of Directors, have supported the Church and its purposes by attending or participating in church activities, or making a contribution of record.

Section 3: 
The membership list shall be kept by the secretary and reviewed by the Board within 30 days prior to the fall and annual meetings.  The number of members shall constitute the official membership of the Church, and shall be used to establish a quorum at congregational meetings.

Section 4: 
Members who have not participated in the life of the Church for two (2) years shall be contacted to determine whether they desire to continue to be members of the Church.  If they do not, or do not respond within one month, the Board shall remove their names from the membership list.

Section 5: 
A member may withdraw from the Church by notice to the secretary, whereupon his/her name shall be stricken from the list of members.

Article V
Meetings

Section 1:
All of the meetings of this corporation shall be held in the County of Midland, Texas, at such time and place as shall be fixed by the Board of Directors. Notice of time and place and agenda of business shall be sent by first class mail to members at least ten days before the Annual meeting, the Fall meeting, or any special meeting, or any of said meetings which shall have been adjourned to meet at a later date.

Section 2: 
An Annual Meeting shall be held in May of each year.  The fiscal year shall begin July 1st of each year. A Fall Meeting shall be held in November.

Section 3: 
The principal business of the Fall Meeting shall be the election of the Nominating Committee. The principal business of the Annual Meeting shall be the election of the Board of Directors, and the  investment Board, and approval of the budget.  Action other than that on the published agenda may be taken except that notice is required for the calling or dismissal of the minister, or the purchase or sale of real property, and for the amendment of bylaws.

Section 4: 
A special meeting of the church shall be called by the president on a majority vote of the Board of Directors or a petition of 10% of the members.

Section 5: 
Twenty-five percent of the members shall constitute a quorum. Proxy voting is prohibited. Voting by mail shall be allowed only in calling or dismissal of a minister, but in no other instances.  In all other instances a member must be physically present to be able to vote.

Article VI
Board of Directors and Investment Board

Section 1:  
The business, property, and affairs of the corporation not reserved for vote of the entire church membership nor specifically delegated to the Investment Board shall be managed by the Board of Directors.

Section 2: 
The president, president-elect, first vice-president, second vice-president, secretary, treasurer, religious education committee representative, building and grounds committee representative, and social outreach committee representative shall constitute the Board of Directors.

Section 3: 
Five of the members of the Board of Directors shall constitute a quorum.

Section 4: 
Vacancies shall be filled by the Board of Directors and the person shall serve out the remainder of the term of office.

Section 5: 
The Board of Directors shall hold a regular meeting once a month. Special meetings of the Board may be called at any time by the President, or any three members, twenty-four hour notice having been given.

Section 6: 
Except for the president and president-elect, the terms of office shall be two years. In even-numbered years the congregation will elect the first vice-president, secretary, religious education committee representative, and the social outreach committee representative. In odd numbered years, the congregation will elect the second vice-president, treasurer, and the building and grounds committee representative. Each year the congregation will elect a president-elect, who will serve in that position for one year and succeed to the position of president the next year.

Section 7:
Checks, drafts, and orders for payment shall be signed by the treasurer or in his/her absence by one other person designated by the Board. Any check, draft, or order for payment of money in excess of $2000 shall require a counter-signature by the President or President-elect.

Section 8: 
The Board of Directors shall have the power to designate the officers and agents who shall have authority to execute any instrument on behalf of this corporation.

Section 9: 
Any member of the Board of Directors who shall be absent from three consecutive regular meetings of the Board without an excuse acceptable to the majority of the Board of Directors shall automatically cease to be a member of the Board. In such event, the vacancy shall be filled as provided by Article V, Section 4.

Section 10: 
The Board of Directors shall maintain a set of Standing Rules of the church, which shall implement these bylaws. In the event of conflict between these bylaws and the standing rules, the provisions of the bylaws shall govern.

Section 11: 
The Board of Directors shall not make any expenditure or execute any notes, bonds, or other indebtedness, in an amount in excess of $1,000.00, except for budgeted items, without the approval of a majority of the members attending a duly called meeting of the members. This limitation shall not apply to repairs that, in the judgment of a majority of the members of the Board (ascertained in a regular or special meeting of the Board, or by means of a poll), require immediate attention.

Section 12: 
The congregation shall set aside a special fund to be managed by an Investment Board. The Board of Directors shall review the books of the Investment Board annually. The Board of Directors shall have the right to fill by appointment any vacancy, which shall occur. They shall remove, and replace by appointment, any member of the Investment Board, who, in their judgment, is not performing his/her assigned duties.

The Investment Board shall consist of a chairperson and two members elected by the congregation from the membership of the church to serve three-year terms, one member to be elected each year. The chairperson may be required to be bonded for an amount to be determined by the Board of Directors annually. Any person appointed to fill a vacancy shall serve until the next annual meeting or a election of a successor.

Two members of the Investment Board shall constitute a quorum. Special meetings may be called by the chairperson or the other two members, twenty-four hour notice having been given.

Duties of the Investment Board shall be to:

1. Select the chairperson.
2. Invest the funds designated by the congregation in secure established investments yielding a good rate of return.
3. Change investments when necessary in order to maintain a continued good rate of return.
4. Establish and maintain a special bank account for this fund and a general ledger listing of all investments and income to the fund.
5. Meet at least semi-annually.

Duties of the chairperson shall be to:

1. Call meetings of the Investment board and perform organization duties generally expected of a chairperson.
2. Provide the treasurer a written monthly statement, which contains a summary of earnings for the previous months and accumulated totals of principals and earnings.
3. Sign checks, drafts, and other negotiable instruments for payment of money from the investment account to the general operating account.
4. Counter-signature shall be required for checks, drafts, and other negotiable instruments for payment of money from the investment account for any purpose other than transfers to the general operating account.

Article VII
Elections

Section 1: 
The five member nominating committee shall be nominated and elected in the following manner:

1. At least two members of the Board of Directors shall be nominated and one elected.
2. At least six members shall be nominated and four elected.
3. In order of the number of votes received, the remaining nominees shall serve as alternates on the committee.
4. The nominating committee shall elect a chairperson immediately following the fall congregational meeting.

Section 2:
The Board of Directors and the Investment Board shall be nominated and elected in the following manner:

1. At least ten days before the annual meeting the nominating committee shall submit to the membership nominations for the Board of Directors and one member of the Investment Board.
2. The consent of each nominee must be obtained before his/her name is placed in nomination.
3. The president shall call for nominations from the floor. Election shall  be by ballot, and those receiving a majority of votes cast shall be declared elected.
4. No member of the Board shall be eligible for election to more than two consecutive terms in the same office.
5. No member of the Board of Directors shall serve more than six consecutive
   years; the outgoing member shall not be elected or appointed for one year.
6. All those elected at annual meeting will assume their duties no later than July 1st.
   

Article VIII
Duties of the Officers

Section 1: 
The president shall preside at all meetings of the corporation, shall perform such other duties as may be prescribed in these bylaws or other adopted parliamentary authority or assigned to him/her by the corporation or Board of Directors, and shall coordinate the work of the officers and committees. The president shall be ex-officio member of all committees with the exception of the nominating committee. He/She shall make a written report of the work of the Board of Directors to be submitted to the members at the annual meeting.

Section 2:
The president-elect shall perform the duties of the president when the president is unable to act for any reason and shall serve as chairperson of the Finance Committee.

Section 3: 
The first vice-president shall perform the duties of the president when the president and president elect are unable to act for any reason, and in addition shall be a member of the program committee.

Section 4: 
The second vice-president shall perform the duties of the president in the absence of the president, the president- elect, and the first vice-president and in addition shall be a member of the membership committee.

Section 5: 
The secretary shall: record the minutes of all meetings; keep custody of the seal of the corporation and have authority to affix the same to all instruments when its use is required; give all notices required by statute, bylaws, or resolution; keep a current roll of members; and perform such other duties as may be delegated to the secretary.

All notices required to be given by any provision of these bylaws shall be signed by the secretary. Every notice shall be deemed duly served when it has been deposited in the United State mail, with postage fully prepaid, plainly addressed to the addressee's last address appearing on the official list of members. An affidavit of the person giving the notice placed within the records of the corporation shall be prima facie evidence of the facts therein stated.

Section 6: 
The treasurer shall have custody of all corporate funds and securities and shall keep accounts of all receipts and disbursements. The treasurer shall: deposit all monies, securities, and other valuable effects in the name of the corporation in such banks or depositories as may be designated for that purpose by the Board; shall disburse all monies as provided by the budget or by approval of the Board; report monthly to the board; and shall make a detailed report of accounts to the membership at the fall and annual meetings.

The treasurer may be required to be bonded for an amount to be determined by the Board of Directors annually. The cost of any such bond shall be paid by the corporation. The treasurer shall be a member of the finance committee but may not serve as chairperson nor conduct the required annual review.

The treasurer's accounts shall be examined annually by a reviewing committee of not less than three members, who, satisfied that the treasurer's annual report is correct, shall sign a statement of that fact at the end of the report. The reviewing committee shall be appointed by the Board of Directors and shall include one member of the Finance Committee.

Section 7: 
The Religious Education Committee representative shall be a member of the Religious Education Committee.

Section 8: 
The Building and Grounds Committee representative shall attend all meetings of that committee and serve as liaison between that committee and the Board of Directors.

Section 9: 
The Social Outreach Committee representative shall attend all meetings of that committee and serve as liaison between that committee and the Board of Directors.

Article IX
Committees

Section 1:
The Board of Directors shall ensure that each standing committee has a chairperson. The committee chairpersons shall appoint members of their respective committees with the approval of the Board. The standing committees shall include program, finance, membership, religious education, social outreach, building and grounds, personnel, care, and social, and any others deemed necessary by the Board of Directors.

Section 2:
Special committees may be appointed as the Board of Directors may deem necessary or desirable and chairpersons may appoint members of their respective committees. See Article VI, Section 1 for election of the nominating committee.

Section 3: 
Duties of the standing committees:

1. Program Committee:  The program committee shall plan and arrange the worship services in the absence of the minister. The committee will also plan and conduct the adult forums and adult religious education.
2. Finance Committee:  The finance committee shall prepare the itemized budget for the Board's approval before it is mailed to the membership with the agenda for consideration at the annual meeting, organize and carry out pledge canvasses, solicit pledges, and keep the Board and membership informed as to pledge performance. The treasurer shall be a member of the finance committee subject to reservations of Article VII, Section 5.
3. The Religious Education Committee shall elect a chairperson, plan the curriculum, formulate education policy for children and youth, and select and train teachers.  The Board of directors shall be responsible for hiring and terminating the employment of the Director of Religious Education (DRE).

Section 4:
Any member or friend of the church is free to attend as an observer any committee meeting or meeting of the Board of Directors (except for executive sessions) or of the members with the exception of the meetings of the nominating committee and personnel committee.

Article X
Denominational Affiliation

Section 1:
This corporation shall be a member of the Unitarian Universalist Association and of the Southwest Unitarian Universalist Conference.

Article XI
Seal

Section 1:
The seal of the corporation shall consist of a circle within which shall be inscribed "The Unitarian Universalist Church of Midland, Texas, a corporation."

Article XII
Amendments

Section 1: 
These bylaws may be amended at the annual, the fall, or a special meeting of the members, by a two-thirds vote, provided that any proposed amendments have been mailed with the notice of the meeting.

Article XIII
Minister

Section 1:                                           
In the event of vacancy or notification of vacancy of the pulpit, the Board shall, at the earliest opportunity and not later than the next regular Board meeting, appoint a search committee which shall be charged with the responsibility of evaluating and recommending a minister to the congregation. The search committee shall carry out its duties, as nearly as possible, in accordance with established procedures of the denomination.

Section 2:                                           
The Minister shall be chosen and his/her salary determined by an affirmative three-fourths vote of all church members casting votes. Members unable to attend shall be permitted to vote by absentee ballot.

Section 3: 
The Minister shall be considered to have indefinite tenure and is to have complete freedom of the pulpit as per the tradition of the free church.

Section 4: 
The Minister may be dismissed at a special meeting by a majority vote of all church members casting ballots, Members unable to attend shall be permitted to vote by absentee ballot.

Section 5: 
The terms of employment and termination of employment shall be covered by a written agreement between the Minister and the Board of Directors. A copy of the agreement between the minister and the Board shall be available to all members.

Section 6: 
The minister shall make a full report of his/her work during the year at the annual meeting and shall bring to the attention of the Board of Directors any matters that seem to him/her pertinent to the general welfare of the church and make recommendations. The final decision in matters of procedure and policy shall remain with the Board of Directors or a meeting of the members. 

Article XIV
Parliamentary Authority

Section 1: 
The rules contained in the current edition of "Roberts Rules of Order" shall be the rules of procedure of the Church in all cases in which they are applicable and in which they are not inconsistent with these bylaws. If the provisions of the laws of the state of Texas, the Articles of Incorporation of the Church, and the bylaws in effect at the time an action was taken, have been complied with, then no action of the Church or of the Board of Directors shall be held to be invalid because of a failure to follow the current edition of "Robert's Rules of Order".

Article XV
Dissolution

Section 1: 
In the case of dissolution of the congregation, all of its property, real and personal, after paying all just claim upon it, shall be conveyed to and vested in the Unitarian Universalist Association or its legal successor, or to any Unitarian Universalist related organization, and the Board of Directors shall perform all actions to effectuate such conveyance.