CONSTITUTION
Unitarian Church of Los Alamos, New Mexico, Incorporated
Revised April 1976, April 1980, April 1982, May 1989, April1990, April 1991, April 1993, April 1995, April 1996, Oct. 1997, December 1997, May 2000, April 2001, May 2007, June 2008, May 2010, May 2011
ARTICLE I – NAME AND STATUS
Section 1. The name of this organization shall be Unitarian Church of Los Alamos, New Mexico, Incorporated.
Section 2. This organization shall be incorporated under the laws of the State of New Mexico as a non-profit association.
Section 3. In this Constitution the organization in its overall activities shall be referred to as the Church; in its parliamentary activities as the Congregation or Congregational Meeting; and in its legal status as the Corporation.
Section 4. This Constitution shall become effective upon adoption at the Annual Meeting on May 6, 2007, and supersedes all previous Bylaws, constitutions, and amendments.
ARTICLE II – PURPOSE
Section 1. This organization shall devote its resources and corporate powers to functioning as a Religious Society or Church, acknowledging its debt to the traditions of Unitarian, Universalist, and other liberal religious movements. To this end, and in the belief that religion touches all facets of individual and group life, religion shall be construed broadly and undogmatically.
Section 2. In accordance with these corporate purposes the members of this Society unite in seeking, among others, these objectives:
To strengthen one another in a search for truth as the foundation of our religious fellowship;
To cherish and spread the truths by the great prophets and teachers of humanity in every age and tradition;
To further personal development by helping each individual to reach the fullest personal capabilities in relation to self, others, and the world;
To strengthen the cause of liberal religion regionally, nationally, and internationally;
To unite in action against social, economic, and political injustices; to further human acceptance and understanding, and to foster a closer working relationship among the peoples of the world.
To deepen our understanding and to expand our vision in gratitude for the religious pluralism which enriches and ennobles our faith.
In pursuing the above objectives we seek to affirm and practice, without regard to age, gender, race, sexual or gender orientation, physical ability or nationality, the use of the democratic method.
ARTICLE III – DENOMINATIONAL AFFILIATION
Section 1. This church shall be a member of the Unitarian Universalist Association and of appropriate regional bodies thereof.
Section 2. In the event of the dissolution of this Corporation all properties of the Corporation shall revert to the Unitarian Universalist Association.
ARTICLE IV – MEMBERSHIP
Section 1. Membership in this congregation is open to any person of 18 years of age and over who is in sympathy with the purpose of this Church, and who expresses a desire to participate in its activities and support. Youth membership shall be extended to those persons between the ages of 14 and 17, inclusive. Such membership shall enjoy all the rights and privileges of regular membership, with the exception of being eligible to hold elective office. All persons are welcomed without regard to age, gender, race, sexual or gender orientation, physical ability, or nationality. A creed shall not be imposed as a requirement of membership.
Section 2. The process of becoming a member shall be by signing the membership book. All members are entitled to vote at Congregational Meetings.
Section 3. Persons who wish to associate themselves as Friends of the Church are welcome to enjoy all its privileges except Board or Council membership and voting at Congregational Meetings.
Section 4. Any member may discontinue membership by a request in writing to the Membership Committee, asking either to be dropped from the list of members or transferred to some other religious society. Membership shall be reinstated by written request to the Membership Committee.
Section 5. Members may be classified as inactive by their own request or by the Membership Committee. Otherwise all members shall be classed as active. Any inactive member may request to be transferred to the active list at the time participation in a church function resumes. No person shall be declared inactive by the Membership Committee unless that person has not participated in a church function for at least two full years. A person who requests to continue as a member shall be classed as inactive until participation in a church function resumes.
Section 6. Members who have not participated in any church activities for two years shall be called upon or sent a letter by the Membership Committee, urging them to continue as members, active or inactive, and requesting them to indicate in writing whether they wish to continue or not. Only those persons who fail to reply, or who resign their membership, or who have died shall be dropped from the list of members. A person who requests to continue as a member shall be classed as inactive until participation in a church function resumes.
ARTICLE V – GENERAL PLAN OF GOVERNMENT
Section 1. This church is constituted in the Congregational manner. The Congregation, acting at a legally called meeting of members, is the ultimate authority behind all decisions.
Section 2. This Constitution, in its latest form as it may be amended, will govern the actions of all church bodies including the Congregation.
Section 3. Statements in the name of the Church shall be made only when passed in the form of a resolution by a three-fourths majority of those voting at a Congregational Meeting, the call for which has included a draft of the proposed statement. Any formal and public proclamation of such statements shall include the voting tally.
Section 4. Subject to review and direction by the Congregation, the legal and financial affairs of the Corporation shall be administered by the Board of Trustees which shall advise the Congregation of its proceedings.
Section 5. The continuing activities of the Corporation shall be facilitated by a Church Council and carried on by various committees coordinated by the Council. The Church Council will advise the Congregation of significant committee actions and each officer and committee chair shall submit a report in writing at the annual Congregational Meeting. Any action of the Council or any committee is subject to review and amendment at any Congregational meeting, provided notice is included in the call to the meeting.
Section 6. Only members of the Church shall be eligible to serve as officers and committee chairs.
Section 7. The expenses of the Church shall be met primarily by annual pledges of members and friends, obtained in an every-member canvass; by offerings at the services of worship; and by such other methods as the Board of Trustees may determine. When approved by the Council, voluntary contributions may be invited for projects not included in the budget.
Section 8. Elected officers and committee members shall assume office on July 1. The fiscal year shall begin on July1.
ARTICLE VI – CONGREGATIONAL MEETINGS
Section 1. At Congregational Meetings each active member present is entitled to one vote and there shall be no proxy voting.
Section 2. The Board of Trustees shall call an Annual Congregational Meeting in March or April of each year. The agenda shall include approval of an annual budget, the election of executive officers and the filling of other elective positions as specified in ARTICLES VIII and X, submission of reports of incumbent officers and committees, the review and amendment of any Board, Council or Committee action, and any other items requested prior to the call. With the consent of the nominee, nominations for any elective position may be made from the floor.
Section 3. Special Congregational Meetings may be called by the President, or by vote of the Board of Trustees or the Church Council, and shall be called by the President upon written request of ten active members.
Section 4. The call for all Congregational Meetings shall be made by mailing a notice to all members at least ten, and not more than sixty, days before the meeting. The call shall include a copy of the proposed agenda.
Section 5. A quorum shall consist of thirty percent of the active members.
Section 6. Meetings will ordinarily be conducted in a friendly and expeditious manner without reference to formal rules of order. In case of serious dissension, Robert’s Rules Of Order may be imposed by a single objector, unless the objection is overruled by a two-thirds majority vote.
ARTICLE VII – THE MINISTER
Section 1. In the calling of a minister and in the hiring of all staff, this congregation will not discriminate on the basis of age, gender, race, sexual or gender orientation, physical ability or nationality.
Section 2. For the purpose of calling a minister, the Congregation shall elect a representative Search Committee of five to eleven active members of the congregation which shall consult with the proper department of the Unitarian Universalist Association concerning suggested procedure in considering and recommending candidates. Nominations for the Search Committee shall be made by the Nominating Committee, after consulting the Board of Trustees, or from the floor at a Congregational Meeting.
Section 3. After the Search Committee has recommended a candidate, a Congregational Meeting shall be called to vote by ballot on that candidate and, if favorable, to establish the conditions of employment of the candidate. The wording of the proposed Agreement shall be voted on by the Congregation. A two-thirds vote of those present shall be required for approval of the candidate; a majority vote for conditions of employment.
Section 4. The President shall inform the candidate in writing of the results of the vote. If the vote is favorable and the candidate accepts the proposed Agreement, the candidate must put this acceptance in writing. This letter of acceptance shall be made available to the membership and will, when added to the written proposed Agreement, transform the latter into the actual Agreement between the Congregation and its Minister.
Section 5. Thereafter the Minister’s salary and allowances shall be regular items in the budget which shall be paid by the Treasurer without additional authorization.
Section 6. The tenure of the Minister shall be indefinite. The Minister shall serve until the contract is dissolved by resignation or by dismissal.
Section 7. Modifications to the Agreement may be proposed to the Minister by the Congregation by majority vote at any Congregational Meeting for which they have been included in the call. Such modifications will only become effective when accepted by the Minister. Salary and allowances for the Minister will be reviewed annually as part of budget formulation for action at the Annual Budget Meeting.
Section 8. The Minister may resign after giving at least three months’ notice. Such notice may be given at any time.
Section 9. If dissatisfaction with the Minister develops, the Board of Trustees shall determine whether the dissatisfaction be widespread. If it is, the situation shall be reported to the proper department of the Unitarian Universalist Association with a request for advice. A Congregational Meeting shall then be called for the purpose of considering the situation. If after a full presentation of the facts, a majority of those present so vote, the Minister will be given notice that the Agreement will terminate after the passage of three months.
ARTICLE VIII – OFFICERS AND BOARD OF TRUSTEES
Section 1. The five executive officers of the Church shall be:
- President,
- Vice-President,
- Steward, Treasurer,
- Recording Secretary.
Section 2. The executive officers shall be elected at the Annual Congregational Meeting for terms of one year. No person shall be elected to the same office for more than two terms until an interval of one year has elapsed.
Section 3. The eight-member Board of Trustees shall consist of:
- President,
- Vice-President,
- Steward,
- Treasurer,
- Recording Secretary,
- One At Large Trustee,
- Building and Grounds Chair,
- Immediate Past President.
Section 4. The Building and Grounds Chair shall be elected at the Annual Congregational Meeting for a term of two years and may be re-elected for a second term, subject to the limitations described in section 7 below.
Section 5. Five members shall constitute a quorum and passage of resolutions and motions shall require the affirmative vote of five Board members.
Section 6. In the event that the most recent ex-President is unable to serve, or is a member of the current Board in some other capacity, the resulting vacancy shall be filled by either the immediate past Vice-President, past Steward, past Treasurer, or past Recording Secretary in that order.
Section 7. After serving four consecutive years on the Board in any capacity, no member except the Past President shall be eligible to serve again before an interval of one year has elapsed.
Section 8. Vacancies occurring in Board membership shall be filled by the Board as they occur, after consulting with the Nominating Committee.
ARTICLE IX – CHURCH COUNCIL
Section 1. The Vice-President, the Assistant Steward, the Newsletter Editor and the Chair of, or a designated representative from, each of the Constitutionally Mandated, Special Action and Board-established Committees shall form the basis for the Church Council. The Board of Trustees may appoint At Large Councilors. The Council shall be chaired by the Vice-President.
Section 2. The Council shall be chaired by the Vice-President, who shall arrange to have the minutes of its proceedings recorded and distributed and may nominate an At Large Councilor for this purpose. The Vice-President shall carry official business between the Council and Board and encourage other lines of communication as appropriate.
Section 3. A quorum shall consist of 50 % (rounded up if noninteger) of the Council membership. No Council member shall have more than one vote and there shall be no proxy voting. Decisions shall be reached by majority vote.
Section 4. Council meetings shall be open to any other member of the church, without voting privileges.
ARTICLE X – COMMITTEES
Section 1. The Standing Committees shall be: the Membership, Nominating, Religious Education, Building & Grounds, and Personnel Committees, and the Committee on Ministry. In addition, the Board shall typically, but not necessarily, annually establish such committees as the: Building Use Committee, Youth Activities Committee, Worship Committee, Finance Committee (Chaired by Steward), Communications Committee, Social Concerns Committee, Partner Church Committee, Caring Committee, Hospitality Committee, Denominational Affairs Committee, Investment Committee, Church Van Committee and Long Range Planning Committee.
Section 2. The Membership Committee shall be chaired by a Chair appointed by the Board. The Chair may fill out the Committee to a workable number of persons. The Membership Committee will be primarily responsible to the board, as should also be the Finance Committee and the Long Range Planning Committee.
Section 3. The Nominating committee shall consist of five members as follows: a Chair elected by the Congregation for a one-year term, who shall be ineligible for self-succession; and four members-at-large, two of whom are elected each year for two-year terms. Members- at-large shall be nominated only from the floor of the Annual Meeting; No person shall serve on the Committee for more than three years consecutively. The members of the Nominating Committee shall be asked also to serve on the Membership Committee.
Section 4. The Religious Education Committee shall be constituted as follows: a Chair elected by the congregation for a one-year term, four members-at-large elected by the Congregation for two-year terms (two at-large members to be elected each year), all salaried persons hired for educational purposes, and any appointed representatives of groups operating under this Committee.
Section 5. The Personnel Committee will consist of three members and a Board Liaison (preferably the treasurer or steward). One member shall be Board appointed. The Minister will select one member, and the Staff will select the other. The minister will serve on this Committee in an ex-officio capacity.
Section 6. The Committee on Ministry will consist of at least four and no more than six members, each appointed for a two-year term. Each spring the minister and the Nominating Committee shall work together and submit the names of four people to the Board of Trustees. The Board shall appoint two of them to the COM. When a minister is new, two members of the search committee shall be asked to volunteer to be on the COM with staggered terms in order to provide a smooth transition. To fill a vacancy on the committee, the minister and the Nominating Committee shall submit to the Board a list of two names, from which one will be chosen.
ARTICLE XI – DUTIES OF THE MINISTER
Section 1. The chief function of the Minister shall be to minister to the personal and spiritual needs of the members and friends of the Church and their families, through religious services and arranging for pastoral care.
Section 2. The minister shall be free at all times to express conviction and belief on any and all subjects within and without the pulpit. The Minister shall respect the convictions of the members of the Church, both in their individual and official capacities.
Section 3. In addition to the chief function, the Minister shall perform such other duties as are compatible with the purposes of this Church and as personal talents make possible.
Section 4. The Minister shall be a non-voting member of the Board of Trustees and the Church Council and shall be invited to all Church committee meetings, except Search Committee and Nominating Committee meetings.
Section 5. It shall be the duty of the Minister to bring to the attention of the members or the officers or the committees of the Church any matters which seem pertinent to the Church’s welfare, and to make such recommendations as may seem proper; but the final decision on matters of policy shall remain as elsewhere specified in the Constitution.
Section 6. The minister shall fill the role of “Chief of Staff” and as such shall be responsible for the day to day supervision of all church personnel. Annual evaluations and salary reviews shall be done in consultation with the Personnel Committee. The minister shall serve on the Personnel Committee in an ex-officio capacity.
ARTICLE XII – DUTIES OF THE EXECUTIVE OFFICERS
Section 1. It shall be the duty of the President to preside at Congregational Meetings, and at meetings of the Board of Trustees. Neither the President nor the Vice-President may be members of a Committee on Ministry, a Pulpit Committee, or a Nominating Committee, but may be members of any other Committee, without vote.
Section 2. The Vice-President shall chair the Council and assist the President in performing executive duties. The Vice-President shall preside at any meeting from which the President is absent. The Vice-President may, under normal circumstances, be nominated to succeed the current President.
Section 3. The Steward shall serve on any Finance Committee and direct the every-member canvass. The Steward shall have the power to preside at any meeting which is sufficiently urgent that it must be held in spite of the absence of both the President and the Vice-President. The Steward shall be responsible for the preparation of the Annual Budget.
Section 4. The Treasurer shall receive, guard and upon proper written authorization, pay out the funds of the Church. The Treasurer shall keep records in a form approved by the Board of Trustees and shall make monthly reports to the Board and Annual Reports to the Congregation. The Treasurer shall perform the legal duties of the Corporation Secretary. The Treasurer may arrange for assistance in performing day-to-day tasks connected with these duties, but shall be responsible for maintaining both the safety of the funds and the confidentiality of sensitive records.
Section 5. The Recording Secretary shall be responsible for arranging the accurate recording of the minutes of all Congregational and Board of Trustees, meetings, for permanent filing of such minutes in the Church office, and for the posting of Board minutes.
ARTICLE XIII – DUTIES OF THE BOARD OF TRUSTEES
Section 1. The essential responsibilities of the Board of Trustees shall be to promote and exhibit leadership, establish and define policies and goals, and govern the society accordingly. The Board of Trustees shall administer the legal and fiduciary affairs of the Corporation, establish committees as required, and shall fill any vacancies which may arise in officers and chairs. If needed, the Board of Trustees shall seek additional funds, and perform other such duties as may be specified elsewhere in this Constitution.
Section 2. The Board of Trustees shall appoint all paid employees of the Church except for the Minister, review the salaries or wages, and deal with any other personnel concerns. The Board shall seek the advice and consent of the committee or officers which are relevant to the position being filled.
Section 3. The Board of Trustees shall have primary responsibility for the building, grounds, and other property of the Corporation, but may delegate specific responsibilities to a Building and Grounds Committee.
Section 4. In unexpected financial circumstances the Board of Trustees may revise the budget, adhering as closely as possible to the expressed intention of the Congregation.
Section 5. Upon receiving approval from the congregation to find an interim minister, the Board is empowered to choose an interim minister, and to set the terms and conditions of the interim minister’s employment.
ARTICLE XIV – DUTIES OF THE CHURCH COUNCIL
Section 1. The Council, working through the committees, shall coordinate the week-by-week activities of the Church.
Section 2. In consultation with the committee chairs, the Council shall approve additional Council members.
Section 3. The Council shall review the proposed Annual Budget in the final stage of preparation and shall advise the Steward on its content.
Section 4. The Council shall appoint delegates to denominational conventions and institutes, and apportion the funds allocated by the budget for this purpose.
Section 5. Any church-related effort to raise funds which are to be kept separate from the Annual Budget must be approved, in advance, by the Council.
ARTICLE XV – DUTIES OF COMMITTEES
Section 1. The Nominating Committee shall prepare a report listing one or more nominees who have given their consent for all elective positions as specified in ARTICLES VIII and X. This report shall be mailed to active resident members at least ten and not more than thirty days prior to the Annual Congregational Meeting. Prospective nominees shall be given a written job description and a copy of the Constitution when asked to accept a position.
Section 2. The Membership Committee, in addition to duties itemized in Article IV, shall maintain an up-to-date list of members of the Church, active and inactive, and a list of potential members. It shall provide new members with information concerning their privileges and assist in integrating them into the life of the Church.
Section 3. The Religious Education Committee shall be responsible for organizing and maintaining a continuing educational program for children, youth, and adults in line with the purposes of this Church. The operational expenses of this program shall be provided for in the budget, and these funds shall be administered by the Committee. Fees may be charged for use in projects and interest groups.
Section 4. The purpose of the Personnel Committee is to represent the Congregation and advise the Minister and Staff on important personnel issues. The Personnel Committee acts as an advisory committee to the Minister, Board, and Staff, and provides communication to the Congregation. Functions include: Assisting the Minister with salary recommendations and staff evaluations; in conjunction with the Minister and Staff, making policy recommendations concerning Staff to the Board; Acting as a grievance committee for and to the Staff; Acting as a search committee during periods of Staff turn over; Providing communication and information to the rest of the Congregation concerning personnel issues. Final fiduciary responsibility to the staff lies with the board. Final policy responsibility to the staff lies with the Personnel Committee.
The Personnel Committee will meet at least three times a year, once in the fall to consider staff policies or other relevant issues, prior to the annual stewardship campaign to make recommendations for salaries, and in the spring to execute or consider the evaluation process. More meetings may be necessary in the case of either a major grievance or in searching to fill a Staff position.
Section 5. The purpose of the Committee on Ministry is to strengthen the quality of ministry in the congregation. The COM’s role is to support, in a constructive manner, the minister in her or his role as the spiritual leader of the congregation and to act as a communication channel between the congregation and its professional leadership. The COM shall be responsible for the annual performance and salary reviews for the minister. The COM will also invite input from members of the congregation regarding their perceptions of the effectiveness of the overall ministry of the church, not just the minister’s effectiveness. The COM shall take a comprehensive, proactive approach to improving the quality of ministry in the congregation.
Section 6. The duties of Board-established Committees shall be developed and incorporated into the Church Manual by each Committee.
ARTICLE XVI – RESERVE FUNDS
Section 1. Four categories of reserve funds are hereby established; (1) permanent, (2) temporary or ad hoc, (3) standing special purpose, and (4) advance pledge. Such reserve funds are to be kept separate on the books of the corporation from the annual operating fund as well as from each other. Disbursements from reserve funds, interest as well as principal, are to be controlled as described herein.
Section 2. The assets of such funds are to be invested and undisbursed income is to be reinvested for growth. Responsibility for wise and prudent investment policy rests on the Board of Trustees. The Board may appoint an Investment Advisor or an Investment Committee, to which it may delegate actual operations.
Section 3. Two permanent reserve funds are hereby established; (1) the Capital Reserve Fund, reserved for actual construction costs of a replacement for or major improvement to the principal meeting place, and (2) the Ministerial Housing Fund, reserved for provision of a principal residence for the Minister.
Section 4. Upon the petition of any one of the Standing Committees, the Board may create a standing special purpose reserve fund for any special purpose under the committee’s purview. For a special purpose not directly in the purview of any of the Standing Committees, the Board may create a special purpose reserve fund and may appoint a Technical Advisor or Advisory Panel. Expenditure of funds shall require the consent of both the Board and the relevant body described above.
Section 5. The Board or the Congregation may create a temporary reserve fund for any specified and limited purpose and may then dispose of its assets under the prearranged circumstances. Acceptance of a donation made for an explicit purpose would also create an ad hoc reserve fund.
Section 6. Donations specified by the donors as being in lieu of pledges for a remote future fiscal year, i.e., neither the current nor immediately upcoming fiscal year, shall be placed in a reserve fund assigned to that year. Once the specified fiscal year begins, conversion of its assets into operating funds becomes ordinary business of the Board.
Section 7. Disbursements from or attachment of the assets of the Capital Reserve Fund for its nominal purpose of major improvements to the central meeting place may be authorized by the affirmative votes of the greater of; (1) one quarter of the active members or (2) a simple majority of those voting, in either case at a Congregational Meeting for which this action is described in the call.
Section 8. Disbursements from or attachment of the assets of the Ministerial Housing Fund for purchase of a principal residence for the minister, whether directly or by a loan to the minister, may be authorized by the affirmative votes of the greater of; (1) one quarter of the active membership or (2) a simple majority of those voting, in either case at a Congregational Meeting for which this action is described in the call.
Section 9. Approval by the Congregation of a ministerial Agreement calling for regular cash payments to the Minister specifically described as being in lieu of providing housing will be deemed as permission for the Board to use part of the current income on the Ministerial Housing Fund, but none of the principal, with its past accrued income, for this purpose.
Section 10. Disbursements from or attachment of the assets of any reserve fund for any purpose which is not clearly within the scope of that fund as described by its establishing instrument shall require the affirmative votes of three fifths of the active members of the church. Two methods are allowed for collection of this large vote: (1) a Special Congregational Meeting called especially for this purpose with no proxy voting allowed, or (2) following a town hall meeting wherein the change is discussed, permanent written instruments, with traceable signatures, collected over the period required to reach this goal, but not to exceed six months or the end of the fiscal year whichever comes first, by a canvassing committee appointed by the Board of Trustees. The traceability process for method (2) that provides the assurance of meeting the requirement of concurrence of three fifths of the active members will be determined and set by the Board of Trustees as part of their fiduciary role for each disbursement effort that falls outside the intended use of the funds.
Section 11. Capitalization of reserve funds may be derived from a variety of sources, including: (1) sale of capital assets, approved and directed by the Congregation, (2) special gifts designated to a reserve fund or a purpose appropriate to one, (3) other non-recurring items of income which the Board may deem appropriate, (4) proceeds of any fund-raising event which has been so designated by the Council under Article XIV, (5) budget items approved by the Congregation at the Annual Budget Meeting, (6) surplus operating funds when the Board deems this their best use.
ARTICLE XVII – REPEAL AND AMENDMENT
Section 1. Provided that notice of the proposed changes has been included in the call for a meeting, this Constitution may be amended or repealed by a two-thirds vote at any legally constituted Congregational Meeting.
