proposed Bylaws

Section 1. Name.

This organization, originally incorporated as Unitarian Universalist Church of Rockville, is now known as Unitarian Universalist Congregation of Rockville, referred to herein as "Congregation"

Section 2. Address.

The post office address of the Congregation's principal place of business is 100 Welsh Park Drive, Rockville, Maryland 20850. The registered agent in charge of the principal place of business is the Senior Minister of the Congregation.

Section 3. Fiscal Year.

The fiscal year of the Congregation shall begin on the first day of July and end on the last day of June next succeeding.

Section 4. Corporate Seal.

The Trustees may by resolution adopt or alter a corporate seal and fix or alter the form thereof.

Section 5. Governance.

The congregation shall be governed in the conduct of its affairs by the Articles of Incorporation, these Bylaws, and policies established by the Board of Trustees ("Board") under its authority.

Section 6. Effect.

These Bylaws shall supersede and take the place of any previous existing Bylaws and any amendments or modifications to such Bylaws.

Section 1. Affiliation.

The Congregation shall be a member of the Unitarian Universalist Association of Congregations (UUA) and a member of the Central East Region or their successors and shall recognize its fellowship and fiscal responsibilities in these entities.

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Section 1. Definition.

A member is one who is recorded on the Congregational rolls and is reported to the Unitarian Universalist Association.

Section 2: Eligibility.

Membership is open to all individuals who have met the following criteria;

1. Are 16 years of age or older

2. Participate in an Orientation:

a. Prospective members, except those who have been members of a Unitarian Universalist society, are expected to participate in an orientation meeting or other such consultation conducted by the Congregation .

b. This meeting is designed to give a balanced and adequate understanding of the philosophy, work, and worship program of the Congregation as well as the opportunities and responsibilities involved in Congregational membership.

c. After such a meeting, the membership roll may be signed, customarily in a discussion with the Minister.

Section 3: Requirements.

1. An individual becomes a member upon signing the Membership Roll

2. Specific expectations of membership may be defined by Board Policy.

Section 4: Voting.

1. Members who have signed the membership roll at least three (3) months prior to any Congregational Meeting shall be entitled to vote with the following exceptions:

a. Upon petition of ten percent ( 10%) of all members or by majority vote of the Trustees, the right to vote at any particular meeting on either or both of the following questions shall be restricted to those who have been members for one year or longer:

i. to call or discharge a Minister,

ii. to purchase any real property or

iii. to transfer or repurpose the real property located at 100 Welsh Park Drive.

b. As required by Maryland law, only members who are adults, as defined by Maryland law, may vote for the election of members of the Nominating Committee or of the Board of Trustees or for any proposed amendment to the Bylaws or Articles of Incorporation.

Section 5: Termination or Resignation.

1. A member's name shall be removed from the membership roll upon the following:

a. Resignation. Any member may resign membership at any time by notifying the Senior Minister in writing.

b. Relocation or Inactivity. An annual membership review will be carried out in accordance with Board Policy. In no event shall any names be removed from the Membership Roll in the thirty-day (30) period immediately preceding an annual meeting.

c. Death. A member will be removed from the membership roll upon the member's death.

d. Removal. In accordance with the Conflict Resolution Policy, the Board of Trustees retains the authority to remove a member for actions that threaten the well-being and safety of the Congregation

Section 1. Composition.

The Congregation shall be governed by a Board of Trustees composed of seven (7) individuals, all of whom are voting members of the Congregation.

1. The Officers of the Congregation except for the Assistant Treasurer(s) (as defined in Article V) shall serve as Trustees, and will count towards the total composition of the Board.

2. The remaining three Board Members shall serve as General Trustees.

3. The Board may approve a non-voting youth member to the Board who will not count towards the total composition of the Board.

4. The Senior Minister and the immediate Past President shall serve as ex-officio, non-voting members of the Board and will not count towards the total composition of the Board.

Section 2. Terms.

1. Trustees shall be elected by the members of the Congregation at the annual meeting, shall serve terms of three (3) years and may be re-elected for one consecutive term.

2. General Trustees, that is the Trustees who are not Officers of the Congregation, shall serve staggered three-year terms, such that one General Trustee is elected by the Congregation at each annual meeting.  The term of a General Trustee begins the first day of June immediately following the annual meeting at which he or she was elected.

Section 3. Responsibilities.

1. The Board of Trustees has a fiduciary duty to the Congregation and shall be responsible for a. the financial health of the Congregation, 

b. discerning the Congregation's vision,

c. providing comprehensive long-term planning,

d. and establishing policies and procedures to govern personnel and other operating practices of the Congregation consistent with these Bylaws.

2. The Board has the further responsibility to keep the Congregation informed about Board decisions and policies and to solicit and encourage feedback from Congregation members.

Section 4. Transitional and Organizational Meetings.

1. A transitional meeting of the Trustees shall be held as soon as possible following the annual meeting of the Congregation but in no case on the same day, notice of the time and place thereof to be given by the President or designee.

2. The newly elected officer(s) and general trustee(s) shall attend the meeting as observers.

3. An organizational meeting of the Trustees shall be held in June, notice of the time and place thereof to be given by the President or designee.

4. The Trustees at such organizational meetings shall: provide by resolution for the time and place necessary for the conduct of business and transact such other business as shall properly come before the meeting.

Section 5. Quorum and Voting.

1. Four voting members of the Board, with at least two of them being Officers of the Board, shall constitute a quorum for the transaction of business.

2. Any vote of the Board must have the concurrence of at least four members of the Board to be valid.

3. Voting on questions that require an immediate response may be conducted in person, via electronic mail, or via telephone or video conference.

4. All Board votes shall be recorded and shared with the Congregation in posted meeting minutes with the exception of votes on sensitive matters such as those relating to personnel, contracts, or property.

Section 6. Board Meetings.

The Trustees may hold regular and special meetings, as fixed by these Bylaws or by resolution of the Trustees, for the purpose of transacting such business as properly may come before the Trustees.

1. The date, time, and place of Board meetings of Board meetings shall be announced at least five days in advance.

2. Trustees may participate in person or via telephone or video conference.

3. Board meetings are open to the Congregation with the exception of those where sensitive matters such as those relating to personnel, contracts, or property shall be discussed.

4. The Trustees may hold special meetings for any lawful purpose upon call by the President of the Congregation or by not less than one-third of the members of the Board of Trustees.

5. On urgent issues requiring a rapid response, the President may call for a vote via email.

Section 7. Executive Sessions.

1. The Trustees may meet in a closed executive session to discuss sensitive matters such as those relating to personnel, contracts, or property.

2. Trustees may participate in the executive session in person or via telephone or video conference.

Section 8. Executive Committee of the Board.

1. The Executive Committee of the Board (Executive Committee), consists of the President, the VP, the Senior Minister, and the Past President.

2. The purposes of the Executive Committee are to:

a. Prepare Board meeting agendas

b. Expedite matters between meetings of the Board and

c. Respond in the event of an emergency by gathering first in order to prepare options for the Board's immediate awareness and/or action.

3. Any member of the Executive Committee may call a meeting of the Executive Committee.

4. All Board members shall be notified of the time and place of such meetings and be invited to

attend at their option.

5. The Executive Committee is not a decision making body - that authority rests with the full Board of Trustees.

6. The total composition of the Executive Committee members cannot also constitute a quorum of the board of Trustees.

Section 9. Disposition of Real Property.

The Trustees shall not purchase any real property, or transfer or repurpose the real property located at 100 Welsh Park Drive, unless such purchase, repurpose or transfer has been authorized by the Congregation in an annual or special meeting where a quorum of the number required for amending the Bylaws is present.

Section 10. Election.

1. The Board of Trustees shall be elected by ballot at the annual meeting of the Congregation.

2. No person shall be voted upon or be declared elected unless he or she has consented to serve if elected.

3. Nominations shall be made in accordance with Article VII, Section 6.

Section 1. Composition.

The Officers of the Congregation shall be a President, a Vice President, a Treasurer, Assistant Treasurer(s), and a Secretary, hereafter referred to in this document as Documentarian.

1. Each officer, except the President, shall be elected by the Congregation at the Congregation's annual meeting.

2. The Vice President automatically becomes President at the conclusion of their term as Vice President.

3. All officers except for the Assistant Treasurer(s) shall be members of the Board of Trustees.

4. The Board of Trustees may authorize the number of offices of Assistant Treasurer and any other such position (e.g., Assistant Documentarian) as it deems necessary for the proper conduct of the business of the Congregation.

Section 2. President's Duties and Term of Office.

1. The President shall serve as the President of the Congregation and as the Chair of the Board of Trustees.

2. The President shall generally do and perform all the acts incident to the office of President and shall have such additional powers and duties as may be assigned by the Board.

3. The President may, in the name of the Congregation, sign and execute deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Trustees, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by the Bylaws to some other officer or agent of the Congregation.

4. The President's normal term of office is one year and begins on the first day of June of the year following the year of their election as Vice President.

Section 3. Vice President's Duties and Term of Office.

1. The Vice President shall be the presiding officer at a meeting of the Board of Trustees in the absence of the President.

2. The Vice President automatically becomes President at the conclusion of their term as Vice President.

3. The Vice President's normal term of office is one year and begins on the first day of June immediately following the annual meeting at which the Vice President was elected.

Section 4. Treasurer's Duties and Term of Office.

1. Duties:

a. The Treasurer shall also serve as a member of the Congregation's Finance Committee.

b. Under the direction of the Board of Trustees, the Treasurer shall be responsible for the receipt and safekeeping of the funds of the Congregation and their proper disbursement, keeping accurate financial accounts, and keeping a record of each Member's pledges and contributions.

c. The Treasurer shall render a report for the current fiscal year at the annual meeting of the Congregation, and within thirty (30) days of the end of the fiscal year, shall render a written report to the Congregation for such fiscal year.

d. The Treasurer shall render special reports to the Board of Trustees as requested and perform all other duties customary to that office.

e. When concluding their term of office, the outgoing Treasurer shall turn over to the incoming Treasurer all funds of the Congregation in their custody, including all records pertaining thereto, and shall account to the incoming Treasurer for all receipts and disbursements since the date of the last financial report examined by the Board of Trustees and accepted by the Congregation.

2. Term:

a. The Treasurer shall be elected to a three-year term.

b. The Treasurer shall hold office from the first day of August immediately following the annual meeting at which the Treasurer was elected.

c. The term of the Treasurer is different from that of the other members of the Board of Trustees, so as to allow the Treasurer to serve for three fiscal years.

3. Bond:

The Treasurer shall be bonded and/or insured in form and amount satisfactory to the judgment of the Board of Trustees.

Section 5. Assistant Treasurers and Term of Office.

1. An Assistant Treasurer shall assist in the discharge of the Treasurer's regular duties and, in the Treasurer's absence, act as substitute Treasurer (except for voting on the Board of Trustees).

2. An Assistant Treasurer shall be bonded and/or insured in form and amount satisfactory to the judgment of the Board of Trustees.

3. Assistant Treasurer(s) shall be elected to a three-year term. The Assistant Treasurer(s) shall hold office from the first day of August immediately following the annual meeting at which they were elected.

4. When concluding the term of office, the Assistant Treasurer(s) shall turn over to the Treasurer all funds of the Congregation in their custody, including all records pertaining thereto, and shall account to the Treasurer for all receipts and disbursements since the date of the last financial report examined by the Board of Trustees and accepted by the Congregation.

Section 6. Documentarian's Duties and Term of Office.

1. The Documentarian shall record the proceedings of all meetings of the Congregation and of the Board of Trustees in the minutes book of the Congregation.

2. The Documentarian shall certify the list of Members qualified to vote at each meeting of the Congregation, make the list available to any Member upon request, and preserve the list with the minutes of each meeting.

3. The Documentarian shall cause to be preserved an account of whatever may be of general interest in the history of the Congregation, have custody of any seal adopted by the Board of Trustees, and perform other duties assigned by the Board of Trustees.

4. In the absence of the Documentarian at any meeting, the presiding officer shall appoint an acting Documentarian to record minutes only.

5. The Documentarian shall be elected to a three-year term. The Documentarian shall hold office from the first day of June immediately following the annual meeting at which the Documentarian was elected.

Section 7. Removal from Office.

Trustees, including officers, may be removed by a two-thirds (2/3) Congregational vote by ballot at an Annual or other Congregational Meeting upon notice given as specified in the Articles of Incorporation.

Section 8. Vacancies.

1. A vacancy occurring in the office of the President shall be filled by the Vice President without affecting the Vice President's subsequent one-year term as President.

2. A vacancy occurring in any other office shall be filled by appointment by the Board of Trustees until a Congregational election can be conducted to fill the remainder of the unexpired term.

Section 1. Calling a Minister.

1. The Minister, or Senior Minister when there is more than one, shall be called by a ballot at a meeting of the Congregation by two thirds (2/3) of the votes cast, provided that a notice of the meeting setting forth the business to be transacted was given in the manner provided in the Articles of Incorporation.

2. Associate and Assistant Ministers are non-called positions, and thus not subject to calling by ballot.

Section 2. Severance of Relationship.

1. The Senior Minister may sever their ministerial relationship with the Congregation by three month's written notice to the Board of Trustees.

2. The Congregation may sever its relationship with the Senior Minister by resolution adopted by two-thirds (2/3) of the votes cast by ballot in a meeting for which notice, setting forth the business to be transacted, was given in the manner provided in the Articles of Incorporation.

3. Nothing herein shall be construed to prevent termination of the relationship by mutual consent of the Senior Minister and the Congregation upon such written terms as they may agree 

Section 3. Compensation.

The compensation of the Minister(s) shall be fixed by the Board of Trustees.

Section 4. Administrative Duties.

1. The Senior Minister shall serve as the chief administrative officer of the Congregation and shall supervise the staff.

2. The Board of Trustees shall appoint a substitute chief administrative officer when the Minister cannot function as such.

Section 5. Reviews.

1. The Minister and the Board shall set expectations and provide for periodic reviews by written agreement.

2. Mutually agreed to reviews/assessment by or under the auspices of the Board shall take place at regular intervals.

Section 1. Community of Communities.

1. Our Congregation is a community of communities.

2. Our internal communities include committees, teams, affinity groups, and other lay- and staff-led groups charged with furthering our UUCR Mission and Vision.

3. These goal, activity, or process-driven communities shall, to the greatest extent possible, share information about their efforts with the Congregation at large and, equally important, with each other in the spirit of transparency, coordination, mutual support, and celebration.

4. The Board and the Senior Minister, by policies or charters, shall establish a council, committee or other group to develop and recommend both formal and informal mechanisms whereby this may be fostered and achieved.

5. All communities in our community shall operate in accordance with UUCR policy.

Section 2. Committees or Program Groups.

Four types of Committees or Program Groups are authorized for the ministry, management and operations of UUCR. These are:

1. Board Committees, which are authorized by and report to the Board;

2. Program or issue Committees, which may be authorized by and report to the Board or the Minister;

3. Congregationally elected Committees, established by and reporting to the UUCR membership; and

4. Ministerial Committees, including the Committee on the Ministry, which are established by and report to the Minister.

Section 3. Board Committees.

1. Board Committees, on-going and ad-hoc, assist and support the Board's visioning, planning, policy-making, and fiduciary functions and other board responsibilities.

2. The Board may determine the composition and the scope of work assigned to Board Committees, consistent with the Articles of Incorporation and these Bylaws.

3. Examples of functions performed by Board Committees include, but need not be limited to, new minister search committee, strategic planning, finance, personnel, endowments, and canvass (fundraising for general operations).

4. Chairs of Board Committees must be members of the Congregation and are appointed by the Board.

5. Each Board Committee shall also have a Documentarian as needed, appointed by the members of the committee, who shall take and keep minutes of all meetings.

Section 4. Program Groups.

1. Program Groups are responsible for ministry or program functions such as religious education, worship arts, social justice, and fellowship, or for operating functions such as membership, communications, and buildings and grounds.

2. Program Groups may be composed of committees, task forces, teams or other entities.

3. Chairs of Program Groups shall be members of the Congregation.

Section 5. Congregationally-elected Committees.

1. Congregationally-elected Committees are responsible to and report directly to the Congregation.

2. The establishment of such committees requires Congregational approval at a duly called Congregational Meeting.

3. The Nominating Committee is a Congregationally-elected Committee.

Section 6. Nominating Committee.

1. Composition

a. The Nominating Committee shall consist of seven members of the Congregation, one of whom, but not more than one, shall be a member of the Board of Trustees, specifically the immediate Past President of the Board of Trustees.

b. Nominating Committee members are nominated by the outgoing Nominating Committee and are elected at the Congregation's annual meeting. They serve for staggered three- year terms, until their successors are elected.

c. Former Nominating Committee members may serve on the Nominating Committee again only after a one-year break in service unless this requirement is waived by the Board.

d. Nominating Committee vacancies that occur during a term shall be filled by the Board of Trustees.

2. Quorum:

a. Four members shall constitute a quorum for committee action.

3. Duties:

a. The Nominating Committee shall elect a Chair from among its members.

b. The Nominating Committee is responsible for preparing a slate of nominees for Trustees/Officers and Nominating Committee members for election at the annual Congregational Meeting.

c. Other duties of the Nominating Committee may be mutually agreed upon by the members of the committee and the Board of Trustees.

d. The Nominating Committee shall nominate at least one person for each position to be filled at the next annual meeting and shall post a list of nominees for inspection by the Congregation at least thirty (30) days before the annual meeting.

e. The Nominating Committee shall also cause the list of nominees to be circulated to the Congregation by letter or Congregational publication at least ten (10) days before the annual meeting.

4. Election Process

a. Any three (3) Congregation members may sign and deliver a nominating petition, at least 15 days before the annual meeting, or any other meeting at which an election is to be held, addressed to the Documentarian for submission to the Congregation in the manner prescribed above

b. Ballots shall not indicate whether a candidate was nominated by the Nominating Committee.

c. Biographical material shall be furnished by all candidates.

Section 7. Ministerial Committees - Committee on Ministry (COM)

1. The membership, size, and length of service on the COM are set by the Senior Minister, with the concurrence of the Board of Trustees. 

2  Meetings of the COM are closed, except by special invitation from the Senior Minister.

3. The COM serves primarily to provide support and counsel to the Senior Minister. 

4. Upon Board request, members of the COM may, as appropriate, advise members of the Board of Trustees about issues related to ministry.

3. The scope of work of the COM is set by the Senior Minister, in consultation with the Board of Trustees, and in accordance with UUCR Bylaws and Policy.

a. Members of the COM may be called upon to facilitate or contribute to assessments or inquiries about the ministerial health of UUCR.

b. Members of the COM may also assist in conflict resolution, and may be qualified members of the UUCR Right Relations Team, as called for in the UUCR Conflict Resolution Policy.

c. Members of the COM may undertake other activities related to the ministry and the vitality of the Congregation, as requested by the Senior Minister.

Section 1. Annual Congregational Meeting.

In accordance with the Articles of Incorporation, Annual meetings of the Congregation shall be held for the election of Trustees and transaction of other business in May on a date and at an hour and place fixed by the Trustees.

Section 2. Other Congregational Meetings.

Other meetings of the Congregation may be called by the Board of Trustees or by the written request of one-tenth (1/10) of the members qualified to vote at the last preceding Congregational Meeting.

Section 3. Notification.

Ten days' written notice of the time, place, and purpose of Congregational Meetings shall be given or sent to each member of the Congregation by (a) sending it to the person's mailing or email address as it appears in the record book, (b) leaving it at their residence or usual place of business, or, (c) delivery in person.

Section 4. Technology.

Congregational Meetings may be held in person and/or remotely by electronic means, as long as Members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the Members, pose questions, and make comments.

Section 5. Quorum.

One-tenth (1/10) of the members entitled to vote at any Congregational Meeting shall constitute a quorum. Proxies will not be counted toward the quorum.

Section 6. Voting.

Except where otherwise provided in these Bylaws, and unless a greater majority is required by a majority vote of the Congregation, a majority vote of the qualified members present shall be required to carry any motion.

Section 7. Proxies.

1. Proxies shall be available to members who cannot attend a congregational meeting for reasons of health or travel.

2. A proxy shall be in writing.

3. A proxy may be granted only to another member, both members must be eligible to vote at that meeting, and no member may hold more than two proxies.

4. Proxies shall be valid only for the particular meeting and issues designated therein and must be filed via mail or email with the Documentarian at least three calendar days before the meeting.

5. A proxy shall be deemed revoked only upon actual receipt, by the person presiding over the meeting, of notice of revocation from the member granting the proxy.

Section 8. Irregularities in Voting List.

No inadvertent irregularity in listing the qualified voters or in enabling any interested person to determine who the qualified voters are shall invalidate any action taken at any annual or other meeting of the Congregation.

Section 9. Moderator.

The Board of Trustees shall appoint a moderator for Congregational Meetings.

Section 10. Parliamentary Procedure.

The parliamentary authority for Congregational Meetings shall be the most recent edition of The Democratic Rules of Order.

Section 1. Congregational Funds.

All departments, organizations and agents of this Congregation shall deposit any collected funds with the Treasurer, who shall deposit such funds into the Congregation's account(s).

Section 2. Contracts.

1. The Board of Trustees may authorize one or more officers, agents, or employees of the Congregation to enter into any contract or execute any instrument on its behalf.

2. Such authorization may be general or confined to specific instances.

3. Unless so authorized by the Board of Trustees, no officer, agent or employee shall have the power to bind the Congregation or to render it liable for any purpose or amount.

Section 3. Reconciliation of Congregation Accounts.

Individuals authorized to disburse funds (i.e. signing authority) on behalf of the Congregation shall not be responsible for reconciling the Congregation's accounts, and vice versa.

Section 4. Loans.

Unless authorized by the Board of Trustees, no loan shall be made by or contracted for on behalf of the Congregation and no indebtedness shall be issued in its name.

A General Endowment Fund, whose purpose, governance, and operating procedures shall be defined by resolution adopted by the Congregation, shall be established.

These Bylaws may be amended or repealed in accordance with the Articles of Incorporation.

Amendments may be proposed by the Board of Trustees or by a group of members petitioning for a 

meeting as provided for in these Bylaws.