BYLAWS OF THE FIRST PARISH IN BEDFORD
UNITARIAN UNIVERSALIST
As amended November 6, 2022
Article II (Purpose) We unite to celebrate in community the values of liberal religion that illuminate our lives. Cherishing the heritage of the past, we seek to grow through continuing renewal and reasoned change. We seek to provide for public religious worship, charitable and benevolent activities, and instruction in liberal religion as is needed by a religious society. Aware of human potential and limitations we affirm the ideals of mutual love, justice, peace, and human dignity, and strive to realize the religious commitments we share. The Parish is organized exclusively for charitable and religious purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article III (Membership)
A. Any person at least sixteen (16) years of age may become a member of the Parish by signing the Parish Record and will be eligible to vote thirty (30) days after such signing.
B. A full record of the voting membership shall be kept by the Clerk of the Parish.
C. Membership will be reviewed at least annually. Members who have died or who have submit-ted to the Clerk of the Parish a written, voluntary notice of withdrawal will be removed immediately. Membership will also be terminated upon the Clerk’s certification that the member has not responded to the church’s good faith efforts to contact the member for at least one year, or upon removal for cause by a vote of the Board per the Destructive Behavior Policy.
D. Any member shall have the right to hold office or to serve on any elected or appointed committee as outlined in Article VI.
E. No subscription to creed, participation in ceremony or test of race, color, nationality, gender, physical challenge, affectional or sexual orientation shall be required of prospective members, employees or religious leaders.
F. Friends of the Parish shall have all the advantages and privileges of the Parish except the right to vote and the right to hold office.
Article IV (Denominational Affiliation) The Parish shall maintain active membership in the Unitarian Universalist Association (UUA), in the New England Region of the UUA, and in the Unitarian Universalist Urban Ministry.
Article V (Meetings of the Parish)
A. The Parish shall be governed in accordance with the majority will of those members voting at Regular and Special Meetings of the Parish.
B. Two (2) Regular Meetings shall be called each year by the Parish Board: one within the first fourteen (14) days of June, and one within the first fourteen (14) days of November.
C. Notification of Regular and Special Meetings shall be by a warrant drawn up by the Parish Board, specifying questions to be brought before said meeting for decision or topics for the information of the members.
1. The warrant for each Regular Meeting shall provide for reports by the Parish Board, the Minister(s), and the Director of Faith Development, and the presentation of the Clerk’s minutes of the previous meeting.
2. The warrant for each Regular Meeting shall provide for the consideration of any question, proposal or information specified by a petition presented to the Parish Board in writing, over the signatures of at least seven (7) members of the Parish, at least eighteen (18) days prior to the date of said meeting.
3. The warrant for the Regular June Meeting shall also provide for consideration of:
a. a proposed budget for the upcoming fiscal year;
b. a preliminary account by the Treasurer of all funds collected, maintained or disbursed by and for the Parish in the preceding fiscal year;
c. written reports from all committees made available to members at the meeting within the Annual Report of the Parish;
d. the election of Parish members to fill expired and/or vacant positions on the Parish Board and other Parish offices. The warrant shall contain the list of nominees for expired and/or vacant position(s) on the Parish Board and other Parish offices put forth by the Nominating Committee.
e. a review and vote by the Parish on the terms of the agreement negotiated by the Parish Board and called ministers relative to the called ministers’ compensation and other terms of service as stated in Article IX, Paragraph H, of the by-laws.
4. The warrant for the November Regular Meeting shall provide for a full account by the Treasurer of all funds collected, maintained, or disbursed by and for the Parish in the previous fiscal year. Committees shall report at the Regular November Meeting upon prior request of the Parish Board.
5. The warrant for each meeting shall be prominently posted in the vestibule of the Meeting House for at least eight (8) full days prior to the date of said meeting.
6. Notice of each meeting, including the warrant, shall be emailed or mailed to each member as part of the Parish newsletter or as a separate document, and posted on the church website in a prominent location at least eight (8) full days prior to the date of the meeting.
D. Additional Special Meetings of the Parish may be called at any time by the Parish Board, or any seven (7) members of the Parish who shall present a petition in writing to the Parish Board or the Clerk of the Parish.
1. Article V.C.2 shall also apply to the warrant of Special Meetings.
2. Provisions may be made for election of Parish members to fill vacancies on the Parish Board.
3. Special Meetings may be called for any purpose, including the Parish Board’s desire to ascertain the views of the Parish on large expenditures or change in policy.
E. A quorum of twenty percent (20%) of the current membership of the Parish residing in Middlesex County, or twenty-five (25), whichever is the lesser figure, shall be required for conducting any duly called meeting.
F. Members may cast an in absentia ballot only in an election by expressing their vote in writing and filing it with the Clerk prior to the Regular Meeting.
G. Each meeting of the Parish shall be called to order and presided over by the Moderator.
1. The Moderator shall have full charge of conducting any meeting in accordance with the most recently published edition of Robert’s Rules of Order, unless it is inconsistent with any provision of these bylaws, for the determination of the true will of the members pre-sent.
2. Any member present may raise a point of order to question procedural rulings or by-law interpretation and, when seconded, a motion to change the ruling must be voted immediately.
3. Records of the proceedings and decisions of each meeting shall be made and preserved by the Clerk who shall present the minutes at the next Regular Meeting.
Article VI (Governance of the Parish)
A. Officers
1. The Officers of the Parish shall include a Moderator, a Clerk, a Treasurer, and the Parish Board. The Moderator and Clerk shall be elected at the June Regular Meeting of the Parish for terms of one year. The Treasurer and each member of the Parish Board shall be elected for terms of three (3) years. Resignations by any officer should be submitted in writing to the Clerk of the Parish.
2. The Moderator shall preside at all official meetings of the Parish. In the Moderator’s absence, the Clerk of the Parish shall preside until a moderator pro tem is nominated and elected.
3. The Clerk
a. shall maintain records of all official meetings of the Parish and shall prepare such reports as are required;
b. shall have custody of all official records and archives of the Parish;
c. shall maintain the list of qualified voters of the Parish, and shall provide this list of membership at any Regular and Special meeting of the Parish;
d. shall make the Parish Record available so that persons may join the Parish at any time;
e. shall maintain the by-laws of the Parish;
f. shall be the official signatory for the Parish.
4. The Treasurer
a. shall receive and have custody of monies of the Parish;
b. shall pay all proper bills of the Parish;
c. shall maintain the financial records;
d. shall report to the Parish Board as requested;
e. shall make a report for the previous fiscal year at each November Regular Meeting of the Parish;
f. shall, jointly with the Parish Board or its agent, be responsible for the investment of funds and securities of the Parish, and shall report on the status of such funds and securities at each November Regular Meeting of the Parish;
g. shall be a member of the Parish Board with full privileges;
h. may be bonded.
B. The Parish Board
1. The general governance of the Parish between Parish meetings shall be vested in the Par-ish Board. The Parish Board shall have seven (7) members, including the Treasurer of the Parish, two (2) to be elected each year from the general Parish membership. No person shall serve for more than two (2) consecutive three-year terms, fractional terms being dis-regarded. The Senior Minister shall be a member ex officio, without vote. The Parish Board shall elect one of its members to serve as President and principal lay officer of the Parish, who shall have the right to vote on all matters. Should any vacancy on the Parish Board occur due to death, inactivity, resignation or removal, a majority of the remaining members of the Parish Board may, upon consultation with the Nominating Committee, appoint any member of Parish to fill the vacancy until the next Parish Meeting.
2. The Parish Board shall:
a. hold regularly scheduled meetings at an announced time and place, and shall maintain a written record of their transactions. All meetings shall be open. Provision shall be made at meetings for non-Board members to address the Board. The Board may meet in executive session only to discuss personnel matters or to receive legal advice, but any decisions must be made in open session. All decisions of the Parish Board shall be by majority vote of those present and voting, with the provision that a quorum of four (4) members must be present at the taking of any such vote;
b. oversee the management of the business affairs and property of the Parish, subject to such directions as they may receive by vote of the Parish;
c. make provisions for obtaining and maintaining the services of a Minister (or Ministers), subject to the provisions of Article IX of the by-laws;
d. appoint the Director of Faith Development for Children and all other employees of the Parish after due consultation with the Minister(s) and pertinent committees, and shall fix their compensation and supervise their employment through the Senior Minister;
e. nominate candidates for Nominating Committee vacancies, to be elected by the Parish;
f. designate annually the standing committees of the Parish and their charters;
g. oversee the work of the standing committees, including by convening a Parish Council of standing committees;
h. set policy and procedures;
i. establish and oversee the achievement of a long-term strategic plan.
3. The Parish Board may:
a. fill vacancies in any standing committee of the Parish after consultation with the chair-person of that committee;
b. establish such ad hoc committees as it deems necessary.
C. Standing Committees
1. Members and friends of the Parish may become members of committees through appointment, recruitment, or by volunteering to fill vacancies for a suggested term of two years.
2. Duties common to all committees:
a. to elect a chairperson;
b. to present a written report to the Parish Board for inclusion in the Annual Report of the Parish;
c. to present a proposed budget to the Parish Board for use in planning the annual
budget drive;
d. to call upon members and friends of the Parish to assist in fulfilling the duties of committee;
e. to meet at least once a month through the year, unless otherwise stated in the committee charter;
f. to maintain communications with the Parish through the Parish newsletter or by any
other means;
g. to maintain communications with the Parish Board;
h. to send a representative to meetings of the Parish Council;
i. to create, review, or revise the committee charter, and to obtain Parish Board approval.
Article VII (The Nominating Committee)
A. There shall be a Nominating Committee of the Parish, consisting of three (3) members, who shall:
1. prepare a slate of nominees for all vacancies among the officers of the Parish and the Social Responsibility Council for the ensuing term of office and include it as part of the war-rant for the June Regular Meeting of the Parish;
2. recruit candidates for positions on the standing committees of the Parish, and shall submit a report at the regular June Regular Meeting of the Parish;
3. recruit candidates, at the discretion of the Parish Board, for ad hoc and standing committees at any time of the year.
B. At the regular June Regular Meeting of the Parish, the slate of nominees shall be placed before the meeting for its action. Additional nominations may be made from the floor for any and all positions on the slate.
C. Members of the Nominating Committee shall serve for terms of three (3) years, one (1) to be elected at each June Regular Meeting of the Parish, following nomination by the Parish Board or from the floor. The Parish Board nomination shall be posted within the warrant. The Nominating Committee members shall choose their own chairperson. In the event of vacancies, the Parish Board shall appoint others to serve until the next Parish meeting. No member may serve more than one three-year term, fractional terms being disregarded.
Article VIII (The Social Responsibility Council)
A. The purpose of the Social Responsibility Council (SRC) will be to help the Parish express UU principles and purposes in society at large through the primary facets of social outreach: education/awareness, service, action, and dialogue. It will do so in a way that promotes the Parish and UU values in society while respecting diversity within the Parish.
B. The SRC will consist of seven (7) members elected from the Parish membership for a three (3) year term. No person shall serve for more than two (2) consecutive three-year terms, fractional terms being excluded. Terms will be staggered so that normally two or three members are elected each year. The Senior Minister will be a non-voting ex-officio member of the SRC. The SRC will annually elect one of its members to serve as chairperson and another to serve as secretary. Should any vacancy on the SRC occur, the Parish Board may appoint any member of the Parish to fill the vacancy until the next Parish Meeting.
C. The Social Responsibility Council (SRC) shall:
1. Follow the by-laws in Article VI, section C.2. for a standing committee. In addition, announce the time and place of all regularly scheduled meetings and maintain a written record of all transactions. All meetings shall be open. All decisions of the SRC shall be by majority vote of those present and voting, with the provision that a quorum of five (5) members must be present at the taking of any such vote.
2. Establish, assist, and supervise social responsibility initiatives involving the use of the resources or the name of the Parish. The SRC will assess collective goals and resources related to possible social action within the Parish; explore and communicate opportunities for social action in the community at large; and act as liaison between the Parish and other organizations with potential for cooperation in social action.
3. Foster the establishment of Social Action Projects of members of the Parish to undertake projects and programs of social outreach. If accepted by the SRC, funds from the SRC’s budget may be allocated to accomplish project goals. The SRC will report its current slate of Social Action projects at the Regular Meetings of the Parish.
Article IX (Endowment Fund)
A. The purpose of the Endowment Fund (hereinafter called the “Fund”) is to receive gifts of accumulated, inherited and appreciated resources and for their management to enhance the mission of the Parish by provision of limited operating fund support and the funding of projects outside the general operation of the congregation.
Article X (The Ministers)
A. The Parish may have ministers that are called or appointed. The Parish Board shall designate one called minister as the Senior Minister.
B. All Ministers shall be spiritual leaders whose primary concerns are to uphold, further, and deepen the values of liberal religion.
C. All Ministers shall have freedom of the pulpit. The ministers shall also have the freedom to express their opinions outside the pulpit, but not to represent the church without authorization from the Board or the membership. The Senior Minister shall be an ex officio, non-voting member of the Parish Board and of all standing committees. Other specific duties shall be negotiated between the ministers and the Board in a Letter of Agreement.
D. The Senior Minister shall have general charge of all formal ceremonies and services conducted in the name of the Parish. The Senior Minister shall supervise the use of the Meeting House and the services of all paid employees of the Parish in accordance with the policies established by the Parish Board.
E. A candidate for called ministry shall be chosen by a special Ministerial Search Committee of seven (7) members of the Parish who shall be elected at a Regular Meeting or a special meeting of the Parish called by the Parish Board for that specific purpose, It shall be the duty of the Ministerial Search Committee to propose a suitable candidate as a called Minister of the Parish, with the understanding that said committee may be either retained or dismissed and replaced by another similarly elected committee should the candidate it proposes not be accepted by the Parish.
F. A Called Minister shall be called by vote of the Parish at a Special Meeting of the Parish called for this purpose.
G. A Called Minister’s term of office may be terminated after ninety (90) days notice, either by written resignation or by a majority vote of the Parish.
H. A Called Minister’s compensation and terms of service shall be set forth in a written agreement. The agreement shall be reviewed by the Parish Board and acted upon by a duly called meeting of the Parish at intervals of no more than twelve (12) months.
I. Any Called Minister whose term of office has started for three (3) months or more before any Regular Meeting of the Parish shall present a written report to the members of the Parish.
J. Additional ministers may be appointed by the Parish Board. The terms of employment shall be set forth by the Parish Board in a written agreement.
K. The title Minister Emeritus, Minister Emerita, or Minister Emeritum may be granted to honor long and Meritorious service to the Parish. A nomination must be made according to the guidelines in the congregation’s Policies and Procedures. Conferring the Emeritus/Emerita/Emeritum title requires a two-thirds (67%) vote at a meeting of the Parish.
Article XI (Dissolution) In the event of the dissolution of the organized and operated exclusively for such purposes the Parish, all outstanding debts shall be paid and the remaining assets, both real and personal, and including all property heretofore and hereinafter donated to the Parish, shall become the property of the Unitarian Universalist Association, 24 Farnsworth Street, Boston, Massachusetts, or its successor, subject to all applicable laws for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in Middlesex County of Massachusetts, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Any action to dissolve the Church must be approved by a two-thirds (2/3) vote of eligible Voting Members of the Church present at a meeting called to specifically consider such action, for which meeting written notice has been issued to all Members eligible to vote in accordance with the provisions of these bylaws.
Article XII (Amendments) These by-laws may be amended only by majority acceptance of pro-posed revisions substantially as included in the warrant of any Regular or Special Meetings of the Parish.