ARTICLE II. PRINCIPAL
OFFICE
The principal office
of the corporation shall be located in Durham County, North
Carolina.
ARTICLE IV. DENOMINATIONAL
AFFILIATION
All Souls shall be a
member congregation of the Thomas Jefferson District (TJD) of the UUA
and shall make annual financial contributions to the UUA and the TJD
in an amount at least equal to the Congregation's annual fair-share
program contribution as determined by these organizations.
The congregation may also affiliate with, or become a member of, such other religious or non-partisan organizations as may be determined by the Committee of the Whole.
ARTICLE V: MEMBERSHIP
Any person may become
a voting member of this Congregation who is in sympathy with its
purpose and program, has signed the membership book, and makes a
contribution of record the current year. It is generally understood
that all members shall have an understanding of the history and the
current situation of the Unitarian Universalist movement. It is
specifically understood that membership shall be open to all
qualified persons regardless of race, color, sex, affectional or
sexual orientation, age, or national origin.
The following members shall be extended all voting rights and privileges of full membership: (1) a Charter Member, or person who has no affiliation with any other UU congregation and who is a founding member of the congregation as designated during the Charter Sunday Worship service; (2) a Regular Member, or person who has no affiliation with any other UU congregation and who joins the church after the Charter Sunday worship service; (3) an Associate-, or Dual-, Member, or a person who is a member of more than one (1) UU congregation and who declares another congregation as his or her primary congregation and who shall therefore not be counted in the Congregation's annual UUA and TJD membership reports for the purposes of determining annual fair-share records; and (4) a Covenanting Friend, or person who meets these requirements but who nevertheless chooses not to formally become a member.
Each member shall be entitled to one (1) vote on each matter submitted for a vote in accordance with the policy and procedures established in the Articles of Association and By-laws. However, because a piece of paper cannot listen to and reason with meeting participants, proxy voting shall not be allowed, although the COW may consider and defer to the opinions, concerns, or objections of absent members to the extent that they are made known.
The following members shall not be extended all voting rights and privileges of full membership: (1) a Member On Loan, or member of another UU congregation who has been loaned to All Souls by her or his primary congregation for a minimum of one (1) year for the purpose of assisting All Souls through the Volunteers In Service To All Souls (VISTA) program; or (2) a Child, Youth, or Young Adult Member who meets the requirements for membership as set forth herein, but who has not yet reached an age where he or she is ready to take on the full responsibilities of formal membership.
SECTION 1.
DOCUMENTATION.
A Membership Book containing the names and addresses of each member
and the names and dates of each termination of membership shall be
kept at the principal office.
ARTICLE VI: COMMITTEE
OF THE WHOLE
Authority with respect
to the governance of the Congregation and the conduct of the
Congregation's business and administration of its affairs shall be
vested in the active membership of the Congregation, or the Committee
of the Whole (COW), subject to the provisions of law, any limitations
imposed in the Articles of Incorporation, the Articles of
Association, or these By-laws, and as may be amplified in the
organization’s Policy and Procedures Manual.
A COW quorum shall consist of at least thirty-five (35) percent of the membership. Members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting provided that any action taken after the loss of a quorum is approved by at least a majority of the members required to constitute said quorum.
The COW shall retain and not delegate to any congregational committee the authority and responsibility to (1) ordain a minister, (2) call a minister to serve the Congregation, (3) dismiss a minister, (4) approve contracts and other matters related to the purchase, sale, or mortgage of real property, (5) adopt the Congregation's operating budget, and (6) amend the Articles of Association and By-laws.
ARTICLE VII: BOARD OF
DIRECTORS
The Board of Directors
shall consist of a President/Moderator, Vice President/Co-Moderator,
Secretary, Treasurer, other designated officers, and one (1) member
of each of the Standing Committees and Caucus(es) of the COW.
Officers shall serve two-year terms and elections shall be staggered.
Officers shall not serve more than two (2) consecutive terms in the
same capacity. No board member shall serve in dual capacities;
committees and caucuses need not be represented by their
chairs.
The Board of Directors shall meet monthly at a regular date, time, and location determined by the Board of Directors. If the Board of Directors is unable to agree on a regular meeting time, the President/Moderator shall determine these particulars. The Secretary shall provide general notice (through periodic notices in the newsletter or otherwise) to the Congregation regarding the date, time, and location of such meetings.
At least fifty (50) percent of the Board must be present at all times at a meeting in which decisions or actions are approved or business is conducted. All members of the congregation have a right to attend and speak at Board meetings and all decisions and actions of the Board shall be made during open session. The Board of Directors may, however, hold a closed session (but not a secret meeting) to discuss or deliberate confidential, privileged, or sensitive matters, provided that all Board members agree that discussion or deliberation in this closed session is necessary and appropriate, and further provided that no final action with respect to the matter under discussion may be taken during closed session.
To the greatest extent possible, all decisions and actions of the Board of Directors shall be made by full consensus.
Special Board meetings may be called by the President/Moderator of the Board or at the written request of at least three (3) Board members. The Secretary shall provide notice of all special meetings to Board members and, to the extent possible, members of the Congregation, through written or oral announcement at the Sunday service preceding the special Board meeting.
ARTICLE VIII:
COMMITTEES
The purpose of all
committees shall be to carry out the ministry of All Souls in
accordance with the objectives outlined in the Articles of
Incorporation and these By-laws. There shall be at least ten (10)
standing committees of the congregation:
The Board of Directors shall develop and prepare a Policy and Procedures Manual that outlines how committees are to function.
The COW shall retain the authority to review any action or decision made by the Board of Directors or any congregational committee and shall retain the authority to amend or revoke this action or decision, except to the extent that amendment or revocation of the action or decision by the COW would violate the legal rights of other parties under binding contracts or agreements made on behalf of the Congregation or subject the Congregation to legal liability. Committees shall make an annual report to the COW.
SECTION ONE: COMMITTEE ON
MINISTRY.
The purpose of a Committee on Ministry shall be to (1) strengthen the
quality of ministry in the congregation; (2) serve as a support group
for the minister; (3) serve as a communication channel between the
minister and the congregation; and (4) evaluate the ministry annually
based on congregational input. To achieve this end, the committee
shall exercise the following duties and responsibilities, subject to
the supervision and direction of the COW: (1) help the minister carry
on an effective ministry by being available for counsel; (2) keep the
minister advised about conditions within the congregation as they
affect relations between minister and members, with the goal of
strengthening and improving relationships; (3) continually convey to
the congregation the nature and scope of the work of the minister,
including a clarification of role expectations and realistic
priorities for minister and members; (4) consult with the minister
and submit an annual compensation recommendation to the governing
board or personnel committee; (5) work with the minister on her or
his continuing education program, sabbatical planning, or other
professional development; and (6) advocate such plans to the
governing board and congregation, including appropriate
funding.
SECTION TWO: NOMINATIONS COMMITTEE. The Nominations Committee shall (1) submit a slate of recommended officers two (2) weeks prior to the annual meeting, and (2) appoint members to the Standing Committees of the COW. Officer elections shall be staggered. Committee chairs shall be elected each year at the Annual Meeting and shall serve no more than four (4) consecutive years. In the event of a chair vacancy, the President/Moderator shall appoint one (1) member to complete the duration of an existing term or until the next annual meeting of the COW, at which time a permanent replacement shall be elected.
ARTICLE IX: CAUCUS- OR AFFINITY GROUPS
All Souls shall institutionalize Caucus- or Affinity Groups into its decision-making process as another way to create an inclusive environment where the best possible nonoppressive decision may be reached. As with the Standing Committees of the COW, Caucus- or Affinity Groups shall be created at the discretion of the COW and each group shall be an official body of the congregation, afforded the same rights, privileges, and responsibilities as other Standing Committees. The People of Color Caucus shall be a Standing Caucus with a representative on the board. Other groups may also form caucuses.
Caucuses shall exist to evaluate the potentially oppressive impact specific institutional- and/or organizational decisions and/or decisions regarding policy may have on members of the congregation who identify themselves as members of a group that has been historically marginalized and disenfranchised in larger society.
Membership in any caucus and/or affinity group shall be open to any person who publicly lives and/or self-identifies as being a member of the specific target group for which the affinity group or caucus has been formed.
ARTICLE X: MEETINGS
All meetings shall be
conducted in a manner which allows full, open, and free discussion of
issues, seeks full consensus on all actions and decisions by all
members present during the decision-making process, respects the
rights of each member to free expression and freedom of conscience,
and promotes the timely disposition of business. Before a decision is
reached, the President/Moderator shall attempt to (1) recognize and
satisfy any objections raised, and (2) incorporate all suggestions
and amendments that appear to be acceptable to the greatest number of
members. After members have ample discussion opportunities, the
President/Moderator will ascertain whether or not consensus has been
reached. If any member objects to the proposed action or decision,
moves to table discussion of the proposed action or decision, or
cannot as a matter of conscience stand aside, the proposed action or
decision will be tabled or defeated unless the committee determines,
by a vote of at least eighty-five (85) percent, that it is necessary
and appropriate to proceed with the proposed action or decision and,
by a second vote of at least eighty-five (85) percent, that the
proposed action or decision should be approved over the objection of
the dissenting member(s). Members shall have at least one (1) week’s
notice of meetings and, whenever possible, an advance copy of the
agenda.
Meetings shall be held at the principal office or at such other place or places designated by resolution of the COW. An Annual Meeting shall be held for the purpose of electing directors and transacting other business that may come before the COW. The Secretary is responsible for preparing a proposed agenda for this meeting, consisting of topics proposed by the Board of Directors or by a member's written request. A Quarterly Meeting shall also be held for the purpose of transacting business. A Special Meeting may also be called by the COW, the Chair of the Board, board members, the President/Moderator, or by five (5) percent or more of the members for any lawful purpose, and no business besides this purpose shall be discussed at such meetings, according to these guidelines: Members may request to call a meeting by submitting a written request, along with the general nature of the proposed business to be transacted, to the Board President/Moderator, Vice President/Co-Moderator, or Secretary, delivered personally or by registered mail, e-mail, or telegraph. The officer receiving the request shall promptly give notice to voting members regarding the particulars of the called meeting, the date of which shall be fixed by the Board at no less than thirty-five (35) or more than ninety (90) days after receipt of the request.
ARTICLE XI: OFFICERS
The officers of the
Congregation shall be a Board President/
Moderator, Vice President/Co-Moderator, Secretary, and Treasurer. All officers shall be members of the congregation and the Board of Directors. Officers shall be elected by the COW at the annual congregational business meeting on a staggered basis and shall assume their two-year terms on the first day of July.
ARTICLE XII: MINISTER
The COW may call an
ordained minister to serve the Congregation as its Minister upon the
recommendation of a Search Committee that consists of at least five
(5) COW-appointed members. The duties and responsibilities of this
Minister shall be specified in the Covenant and Shared Ministry Work
Agreement entered into between the Minister and the Congregation and
approved by the COW.
ARTICLE XIII: CHURCH
PROGRAM AND FISCAL YEAR
The congregation's
program and fiscal year shall be from 1 July through 30 June.
ARTICLE XIV: DISSOLUTION OF
CORPORATION
In the event that the
Congregation is dissolved or ceases to exist, all property of the
Congregation, after the payment of just debts owed by the
Congregation, shall, vest in and become the property of the UUA and,
in equal shares, the TJD and the Transformation Team of the TJD. TJD
and Transformation Team funds shall be used for the extension of
liberal religion to marginalized communities of color within the
district.
ARTICLE XV: AMENDMENT OF
ARTICLES OF ASSOCIATION & BY-LAWS
Subject to any
provision of law applicable to the amendment of the Articles of
Association and By-laws of the All Souls congregation, these By-laws
may be altered, amended, or repealed and new provisions adopted
provided that the proposed changes do not (1) change the essential
character and institutional intention to be nonoppressive and diverse
or (2) change the essential and primary purposes of the congregation
as outlined in the Articles of Association and By-laws. The criteria
for evaluating these proposed changes and making the inclusive
determinations specified previously must be in place and functioning,
as approved by the COW, before any amendment shall occur.
Amendments to these By-Laws shall require a minimum of forty-five (45) percent quorum. Members shall receive advance written notice of all such proposals.
CERTIFICATION
We, the Officers of
the congregation and members of the Board of Directors, certify that
the Articles of Association and accompanying By-laws were approved by
the Committee of the Whole of the All Souls Church, Unitarian
Universalist congregation of Durham, North Carolina on Sunday, 25
March 2001.