Elora & Fergus Unitarian-Universalists

By-Laws

CONSTITUTION AND BY-LAWS OF THE ELORA AND FERGUS UNITARIAN UNIVERSALIST CHURCH

ARTICLE I - NAME

The name of the Congregation shall be the Elora and Fergus Unitarian Universalist Church, which operates under the name the Elora-Fergus Unitarian Church.

ARTICLE II - PURPOSE

The purpose of the Elora and Fergus Unitarian Universalist Church is:

  • To establish, maintain and conduct Unitarian Universalist religious services.
  • To establish, maintain and conduct programs for religious education.
  • To promote the spiritual enrichment of the Members of the Church and the welfare of humanity.

ARTICLES III - MEMBERSHIP

1. Any person of the age of sixteen years or over who is in sympathy with the Mission of the Congregation set out in Article II may become a Member of the Congregation upon:

(a) declaring agreement with the purpose of the Church
(b) signing the Membership Book and
(c) contributing to the life of the Church, through an identifiable contribution of time, energy and/or money.

2. All persons who have been Members of the Church for at least 30 days shall be entitled to vote at Congregational Meetings and the Annual General Meeting but not by proxy.

3. The names of Members shall be shared with the congregation six weeks before the date of the Annual General Meeting; this task being the joint responsibility of the Chairperson of the Membership Committee and the Treasurer.

4. Any person having become a Member shall continue to be a member until he or she:

  • (a) gives notice of resignation to a Member of the Board;
    OR
  • (b) ceases to be a Member in default of making an identifiable contribution during the current calendar year up to one month before the date of the Annual General Meeting
    OR
  • (c) has Membership terminated by the Board of Directors for cause, as determined by a vote of two-thirds of the Board of Directors, provided that the Member has the right to appear before the Board and has the right of appeal to a Meeting of the Congregation.
5. Non-Member friends of the Church shall be recognized, welcomed and encouraged to participate fully, except that they may not vote at Congregational Meetings nor serve on the Board.

ARTICLE IV - BOARD OF DIRECTORS

1.
(a) The governing body of the Congregation, comprising nine Members, shall be called the Board of Directors.
(b) Each Member of the Board of Directors shall be elected at the Annual General Meeting of the Congregation, shall hold office for a period of two years and shall be eligible for re-election for up to two additional terms. An election shall be held at each Annual General Meeting to fill the offices of those elected Members whose terms of office have expired and to fill any other vacancies for the period of the unexpired terms.

2. The Members of the Board of Directors shall be ex officio trustees for all purposes of the Religious Institutions Act, R.S.O. 1960, Chapter 351. 3. At the Annual General Meeting, Members shall elect a Board of Directors which shall be comprised of a President, a Vice-President, a Secretary, a Treasurer and a representative, preferably the Committee Chairperson, from each of the Standing Committees.

4. Any Member of the Congregation shall be eligible for election to the Board of Directors, subject to Section 1 (b), although it is preferable that they have served on a Committee for at least one year.

5. The office of a Member of the Board of Directors shall be deemed to be vacant if any Member of the Board:

(a) ceases to be a Member of the Congregation
OR
(b) submits his or her resignation from the Board to the Secretary in writing
OR
(c) is absent from meetings of the Board for three consecutive months between September and June inclusive, without just cause, as determined by a vote of two-thirds of the Board of Directors.

6. When a vacancy occurs on the Board of Directors, the Board may appoint an eligible Member of the Congregation to fill such vacancy until the next Annual General Meeting.

7. The first meeting of each new Board of Directors shall be held not later than thirty (30) days after the Annual General Meeting and will include new and outgoing Members of the Board of Directors.

8. The Chairperson of the Board of Directors shall call a meeting at least once a month during the months of September to June inclusive, and may call a special meeting at any other time. (AGM April 30, 2006 amendment: call a minimum of six meetings)

9. A majority of the Board of Directors shall constitute a quorum.

10. The Board of Directors shall hold in trust for the Congregation all property, both real and personal, belonging to the Congregation, and shall be charged with the business of the Congregation, the collection and safekeeping of all funds belonging to the Congregation, the care and maintenance of property belonging to the Congregation, the insurance of all such property, and the employment and dismissal of all employees and contractors, save and except the Minister as hereinafter provided.

11. It shall be the duty of the Board of Directors in their individual capacities and collectively as a Board to work together in promoting and maintaining the principles of the Congregation and to aid the Minister as far as possible in his or her pastoral work, in the conduct of Sunday services and in all Congregational activities and observances.

ARTICLE V - ELECTIONS

1. At the Annual General Meeting, the Board of Directors shall appoint a Nominating Committee of at least three Members who will recommend a slate for the Board of Directors for the following Annual General Meeting. Only one Member of the Nominating Committee shall be a Member of the Board. One Member of the Nominating Committee shall sit on the Committee for a period of two years.

2. The report of the Nominating Committee shall be submitted to the Secretary and published to the Congregation four weeks prior to the date of the Annual General Meeting.

3. Members of the Congregation shall be entitled to nominate further candidates for Board of Directors vacancies, provided that such nominations are submitted to the Secretary not later than two weeks prior to the date of the Annual Meeting, signed by five Members and showing the consent of the nominee. Upon receipt of such further nominations the Board shall publish such nominations prior to the Meeting.

4. The election shall be by secret ballot.

ARTICLE VI - MEETINGS

1. Annual General Meeting

The Annual General Meeting of the Congregation shall be held before the end of May at the discretion of the Board of Directors upon one month's written notice to the Congregation.

2. Budget Meeting

A Congregational Meeting shall be held early in the fiscal year to approve the annual budget.

3. Other Meetings

(a) A Meeting of the Congregation may be held at any time at the call of the Board of Directors, upon two weeks notice in writing to the Congregation.
(b) The President of the Board of Directors shall call a Meeting of the Congregation as aforesaid upon receiving a notice in writing signed by at least ten (10) Members of the Congregation, provided that such notice to the Congregation shall include the purpose of such Meeting.

4. Quorum

A majority of the Members shall constitute a quorum at any Meeting of the Congregation. A two-thirds affirmative vote by those present shall prevail at all Meetings.

ARTICLE VII - CODE OF PARLIAMENTARY PROCEDURE

The current edition of Robert's Rules of Order shall guide the procedures at all Congregational Meetings provided that they are not inconsistent with this Constitution, or any bylaws or adopted rules. It shall be the responsibility of the Secretary to make a copy of the Rules available at Meetings.

ARTICLE VIII - BYLAWS

1. The Board of Directors shall have the right to make but not amend bylaws governing the conduct of its own activities, the establishment of committees, fixing the duties and obligations of the Standing and other Committees, and such other matters as may properly come before it, provided that such bylaws shall be effective only until the next Annual General Meeting.

2. Any new bylaw enacted by the Board shall be brought to the attention of the Congregation by posting or in an appropriate publication.

ARTICLE IX - AMENDMENTS

1.  Notice of any proposed amendments to the Constitution may be given by any Member in writing to the Secretary of the Board for consideration by the Board

2.  If the Board concurs with the proposed amendment, the Congregation shall be notified of the proposed amendment at least one month prior to the Annual General Meeting or any special Meeting called for this purpose.

3.  Any amendment to the Constitution requires a two-thirds affirmative vote of the Members voting.

ARTICLE X - THE MINISTER

A Minister shall be called or discharged by the Congregation only with the consent of two-thirds of the Members at the Annual General Meeting or at a meeting called for such purpose upon one month's notice in writing by the Secretary to the Members of the Congregation.

ARTICLE XI - LAY-CHAPLAINS

1. Definition

A Lay-Chaplain is a Member of the Congregation licensed to perform weddings.  The Lay-Chaplain may also be called on to perform unions, memorial services, child naming or dedications, by agreement with the Minister, if any.

2. Election

The Congregation may elect one or more Lay-Chaplains at each annual general meeting, up to the number authorized by the Canadian Unitarian Council, in which case Lay-Committee shall also be appointed to support and supervise the work of the Chaplain(s).

3. Standards of Conduct

Lay-Chaplains shall adhere to the current Code of Practice for Lay-Chaplains adopted by the Canadian Unitarian Council.

4. Vacancies

The Board may appoint Lay-Chaplains to fill vacancies occurring between Annual Meetings, to serve until the next Annual Meeting.

ARTICLE XII - PROPERTY

No lands or buildings shall be purchased, sold or mortgaged, and no buildings shall be erected or extended by or for the Congregation without the consent of two-thirds of the Members at the Annual General Meeting or at a meeting expressly called for such purpose on one month's notice in writing by the Secretary to the Members of the Congregation.

ARTICLE XIII - FINANCES

1. Unless an external auditor has been retained, two auditors shall be appointed from among the Membership at the Annual General Meeting, who shall audit the accounts of the Treasurer and shall report such audit to the next Annual General Meeting.

2. The fiscal year of the Congregation shall be the calendar year or such other period as may be fixed by Board of Directors bylaw.

3. Within any one fiscal year, the Board of Directors is empowered to approve spending up to a total of $1,000 in addition to the amounts approved in the annual budget. Any unbudgeted expenditure in excess of this amount requires the prior approval of the Congregation at a Meeting called for such purpose.

ARTICLE XIV - DISSOLUTION OF THE CHURCH

In the event of the dissolution of the Church and after payment of all its debts and liabilities, the remaining assets of the Church shall be surrendered to the Canadian Unitarian Council.

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