Constitution & Bylaws Unitarian Society of HartfordUSH Internal AffairsPoliciesConstitution & Bylaws Approved June 6, 2004; As Amended May 20, 2012; As amended May 17, 2015 CONSTITUTION ARTICLE I – NAME The corporate name of this Society shall be: “Unitarian Society of Hartford.” ARTICLE II – MISSION The following is the mission statement of the Society: As a growing, evolving spiritual community inspired by our denominational values, we will commit ourselves to: Nurture our needs for personal spiritual growth, inspirational worship and a mutually caring community. Devote ourselves to religious learning for all ages. Embrace human diversity by welcoming individuals and families of all kinds. Join with the larger community to promote love, justice and service to society. Toward these ends we pledge our talents, energies and resources. The Unitarian Society of Hartford affirms and promotes the full participation of persons in membership, hiring practices, and the calling of religious professionals without regard to race, color, national origin, ancestry, sex, gender identity, marital status, sexual orientation, age, or mental or physical disability. ARTICLE III – DENOMINATIONAL AFFILIATION The Society shall be a member of the Unitarian Universalist Association and of the Clara Barton District of Unitarian Universalist Congregations. ARTICLE IV – MEMBERSHIP Section l. Membership Membership in the Society is open to any person who has met the requirements specified in Section 2 below and is committed to the principles of Unitarian Universalism. A Member is a person, 15 years and older, who has formally joined the Society by signing the Membership Book, and who makes an annual identifiable financial contribution. An individual may be a Friend of the Society if they have not joined the Society as a Member but wish to be affiliated with the Society and participate in certain activities. Section 2. A person shall become a Member of the Society by: Participating in a Membership Class conducted by the Membership SubCouncil and/or meeting individually with one of the Ministers and signing the Membership Book. The Ministers may, at their discretion, waive the applicant’s attendance at the Membership Class for cause, such as when a person is transferring their membership from another Unitarian Universalist society. Section 3. Termination of membership may be effected: By written resignation from the member, or By vote of the Board of Directors upon recommendation of the Council on the Community Within. Section 4. Members shall be entitled to vote on all matters coming before the Society. ARTICLE V – MEETINGS OF THE SOCIETY Section 1. The Annual Meeting of the Society shall be held between April 1 and May 31 of each year for the receiving of reports, elections, and the transaction of other business, which shall properly come before it. Section 2. Special meetings of the Society may be called by the Board of Directors or by concurrent action of ten percent of the eligible voting membership, with action to be limited to the business specified in the call to the meeting. Section 3. Notice of the Annual Meeting or any special meeting shall be given by the Secretary at least ten days prior to the meeting by both: Posting prominently at the entrance of the Meeting House, and Mailing to each member’s last known address. Any notice or other communication may be sent by any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail). A copy of the notice shall be included in the minutes of the meeting. Section 4. Unless otherwise specified herein, business meetings of the Society shall be conducted in accordance with the current edition of Robert’s Rules of Order Newly Revised. Section 5. A secret ballot on any question shall be ordered on the request of five percent of the members. Section 6. Except as set forth in Article XIV, at all meetings of the Society ten percent of the eligible voting membership shall constitute a quorum. ARTICLE VI – FISCAL YEAR The fiscal year of the Society shall begin on July 1 and end on June 30. ARTICLE VII – BOARD OF DIRECTORS Section 1. The elected officers of the Society shall be a President, a President-elect, a Secretary, and a Treasurer. Section 2. There shall also be elected four Council Chairs who shall serve on the Board Section 3. All persons holding elected positions in the Society shall be members and at least eighteen years of age. No person shall simultaneously hold more than one position on the Board of Directors. Section 4. The Minister(s) shall serve as non-voting advisory member of the Board of Directors. ARTICLE VIII – ELECTIONS AND TERMS Section 1. Nominations for the Board of Directors shall be made either by the Nominating Committee or by petition. The Nominating Committee shall prepare a list of nominations for all open Board positions, having previously obtained the consent of each nominee. This list shall be given to the Secretary at least one calendar month prior to the Annual Meeting, and the Secretary shall publish it at least twenty-five days prior to the Meeting. Any nominations by petition shall be signed by at least five members and have the consent of the nominee(s). Such petitions shall be given to the Secretary at least fifteen days prior to the Annual Meeting for publication at least ten days prior to the Meeting. Section 2. Candidates receiving a majority of the votes cast by those members present and voting at the Annual Meeting shall be elected. Section 3. The President and President-elect shall each have a term of one year. The Secretary and Treasurer shall each have a term of two years. The four at-large members shall each have a term of two years. Section 4. Beginning July 1, 2005, the following term limits shall be in effect. a) The President may not be nominated for President-elect for the year following his or her term as President. b) After serving three consecutive terms, neither the Secretary nor the Treasurer may be nominated for their respective offices for the following term. c) After serving two consecutive terms, no council chair member may be nominated for his or her respective office for the following term. Section 5. A vacancy in a Board position shall be filled temporarily by vote of the Board of Directors until the next June 30. For terms extending beyond the next June 30, a regular election for the partial term shall be held at the next Annual Meeting. Section 6. The terms of all positions on the Board of Directors shall begin on July 1 following the election. The terms of all Board positions shall end on June 30 or when the successors are elected, if later. Section 7: Recall Of Officers and/or Elected Council Chairs — Upon proper notice of a congregational meeting, including the proposed agenda item of recall of an Officer(s) or elected Council Chair(s), such Officer(s) or Council Chair(s) may be recalled from office forthwith upon an affirmative vote of three-quarters of those present and voting. A quorum of at least twenty-five (25%) of eligible voting members of the Society shall be required for such action. Notwithstanding any other article of the Constitution to the contrary, it shall be in order at said meeting to accept nominations and complete an election for a replacement for any recalled Officer or Council Chair. ARTICLE IX – DUTIES OF OFFICERS AND COMMITTEES Section 1. The President shall preside at business meetings of the Society and of the Board of Directors and may participate as an advisory member on all appointed councils and committees. Section 2. The President-elect shall act in the absence of the President. Section 3. The Secretary shall keep the minutes and records of the Society and the Board of Directors. The Secretary shall keep the list of members. Section 4. The Treasurer shall serve as chair ex officio of the Finance Sub-council of the Council on Administration. The Treasurer shall receive from the Endowment the income as specified in Article XI and the Bylaws; hold this and any other income of the Society as may be received; make expenditures therefrom for bills not in excess of budget or on authorization of the Board of Directors; make a written report to the Annual Meeting; and, upon direction of the Society or the Board of Directors, make a report at any other time. Such reports shall be recorded in the Society’s records. Section 5. The Board of Directors shall have all powers necessary to provide for the needs and welfare of the Society, which include the power to: Provide for the execution of congregational action. Adopt and revise an annual budget, including budgets for each of the Councils and authorize the payment of bills and claims in excess of budget allocations. Define the levels of bond and arrange for bonding of the Treasurer. Establish and authorize salaries and salary changes for all staff, upon the recommendation of the Council on Administration through its Human Resources Sub-council. Upon recommendation of the Human Resources Sub-council, approve agreements with staff members, as appropriate, defining the conditions of their employment. Through the Council on the Community Within, provide a form for application for membership. Maintain and protect the property of the Society according to the provisions of Article XI. Delegate responsibilities to councils and committees, when appropriate, which shall exist and operate within the guidelines of the Council and Committee Reference Manual maintained by the Board of Directors Establish and dissolve ad hoc committees and task forces as needed. Ad hoc committees and task forces shall cease to exist after two years unless re-authorized. Appoint the members of the Endowment Committee. Appoint the chairs of the Endowment and Audit Committees and of the four Councils. Initiate procedures for hiring, calling, evaluation, and termination of Society ministers. Exercise all powers of the Society, within the limits of this Constitution, the Bylaws, and congregational action, not specifically delegated elsewhere in this Constitution, the Bylaws, and records of congregational action. Section 6. Meetings of the Society Board of Directors shall be called by the President with adequate notice, at the discretion of the President or upon written demand of at least three members of the Board of Directors. Any notice or other communication may be sent by any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail). Five voting members shall constitute a quorum. Section 7. Any action which may be taken at a meeting of the Board or of a committee of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, or to be taken, shall be signed by all of the directors or all of the committee members entitled to vote with respect to the subject matter of such meeting. Such consent shall be filed with the minutes of the directors’ or committee’s meetings. Section 8. A director or a member of a committee of the Board may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment enabling all directors or all committee members participating in the meeting to hear one another, and participation in a meeting shall constitute presence in person at such meeting. Section 9. The Board of Directors shall appoint annually the chair and two members of the Audit Committee. The Audit Committee shall examine the books and records of the Society, the Board of Directors, the Councils, and the committees and shall report its findings to the Society at the Annual Meeting. When so directed by the Society or the Board of Directors, the Audit Committee shall, on reasonable notice, make a special examination of the affairs of the Society in accordance with accepted accounting practice and shall report to the Board or Society, whichever requested such an audit. The Audit Committee shall present its findings at the next Annual Meeting. Section 10. The Endowment Committee shall have responsibility for the prudent investment of Endowment funds. a) Members of the Endowment Committee shall possess the necessary education, knowledge, and experience to appropriately manage the investment of Endowment funds. Members of the Endowment Committee may not concurrently serve as an officer, an at-large member of the Board of Directors, or a Council chair. b) For the fiscal year beginning July 1, 2004, the Board of Directors shall appoint five members to the Endowment Committee who have been nominated by the Nominating Committee. One member shall have a term of one-year. Two members shall have terms of two years, and two members shall have terms of three years. c) Beginning July 1, 2005, the Board of Directors shall annually appoint member(s) who have been nominated by the Nominating Committee to fill vacant positions on the Endowment Committee. All members of the Endowment Committee appointed after July 1, 2005, shall have terms of three years. d) A vacancy on the Endowment Committee shall be filled by vote of the Board of Directors upon the recommendation of the Nominating Committee. e) The Endowment Committee shall annually adopt a policy on investments, which takes into consideration the current needs of the Society, preservation of the worth of permanent funds, the original restrictions on gifts and bequests, the economic climate, and the outlook for the future. Said policy shall be consistent with the funding ratios and reporting requirements set forth in Article XI and the Bylaws. This policy shall be incorporated in the records of the Board of Directors and included in the Annual Report. Section 11. The immediate past-president shall serve as Chair of the Nominating Committee. Four additional members of the Nominating Committee shall be appointed annually by the Board of Directors. The Nominating Committee shall nominate at least one person for each open Board position and each open position on the Endowment Committee as specified in Article VIII and Article IX. ARTICLE X – COUNCILS Section 1. Four Councils shall further the mission of the Society: Council on Administration, Council on the Community Within, Council on Social Justice, and Council on Spiritual Life. Section 2. Each of the four Councils shall be composed of: a) A chair elected a two-year term. The chair of a Council shall serve no more than two consecutive terms. b) The Treasurer shall serve as an ex officio member of the Council on Administration. c) Three to five other members appointed by the Chair. Section 3 Each Council may form and appoint members to sub-councils that it deems appropriate to the fulfillment of its responsibilities. Section 4. Each Council shall submit quarterly written reports to the Board of Directors describing the activities of the Council and its sub-councils and the income and expenses relative to its annual budget. Section 5. Council on Administration a) The responsibilities of the Council on Administration shall include: 1) Development and monitoring of the annual operating budget; 2) Development and management of a capital budget account; 3) Revenue generation and Stewardship 4) Physical facilities; 5) Personnel administration; 6) Office administration; 7) Archives; and 8) Other responsibilities as assigned by the Board of Directors. b) The senior non-ministerial staff member shall serve as a non-voting advisory member of the Council on Administration. c) In addition to other sub-councils that it may form, the Council on Administration shall have a Human Resources Sub-council and a Finance Sub-council and Stewardship Sub-council. 1) The Human Resources Sub-council shall have responsibility for recommending to the Board of Directors the hiring, supervision, and termination of all staff except ministers. The Chair of the Human Resources Sub-council shall be appointed by the Council and subject to the approval of the Board of Directors. The chair of the Human Resources Sub-council shall serve as an ex officio member of the Council on Administration. 2) The Finance Sub-council shall have responsibility for developing the annual operating and capital budgets, recommending fiscal policies, and monitoring income and expenses. The Treasurer shall serve as chair ex officio of the Finance Sub-council. Section 6. The responsibilities of the Council on the Community Within shall include: a) Membership development; b) Nurturing members in need; c) Internal and external communications; d) Developing and overseeing opportunities for socialization; and e) Other responsibilities as assigned by the Board of Directors. Section 7. The responsibilities of the Council on Spiritual Life shall include: a) Collective worship; b) Rites of passage; c) Individual spiritual development for children and youth; d) Individual spiritual development for adults; and e) Other responsibilities as assigned by the Board of Directors. Section 8. The responsibilities of the Council on Social Justice shall include: a) Social justice issues; b) Denomination partnerships; c) Outreach; and d) Other responsibilities as assigned by the Board of Directors. ARTICLE XI – PROPERTY AND INCOME Section 1: Property held for financial gain or income, including but not limited to stocks, bonds, securities, and cash available for investment shall hereinafter be referred to as “the Endowment.” The Endowment exists to further the interests of the current and future congregations of the Unitarian Society of Hartford. The Endowment shall be invested in a prudent and socially responsible manner. The Endowment shall be maintained and enhanced so as to be attractive to donors who wish to contribute to the long-term success of the Unitarian Society of Hartford. Section 2. The property of the Society shall be classified, held and managed as follows: The Board of Directors shall have exclusive custody and management of the Endowment and, through the Endowment Committee, may invest and re-invest them at its discretion. Upon the recommendation of the Endowment Committee, the Board of Directors may delegate either its custodial or management functions, or both, to an appropriate financial institution. The Endowment must be maintained at a level of not less than two times the actual annual operating expenditures, as defined in the Bylaws. “Real estate” in this Article shall denote the real property held for housing the religious and social activities of the Society, including parsonages but excluding any real property in the Endowment. The Board of Directors shall hold title to the real estate but shall obtain the approval of the Society at a duly called meeting, prior to sale or mortgage. The Board of Directors shall maintain and protect the real estate and may make such improvements as its available funds permit. Section 3. Unrestricted gifts and proceeds from the sale of real estate shall be kept separate from restricted funds and may be reinvested in real estate by the Board of Directors upon authorization by a vote of a properly called meeting of the Society. Section 4. At each Annual Meeting of the Society, the Board of Directors, through the Endowment Committee shall report upon the condition of the Endowment and shall furnish statements of the income received and the investment transactions made during the fiscal year. ARTICLE XII – MINISTERS Section l. Election of the Senior Minister and an Associate Minister, if any, upon recommendation of a search committee, shall be by two-thirds vote of the congregation at a duly called meeting. Section 2. The term of service of the Senior Minister and an Associate Minister, unless terminated by death, shall continue until the expiration of ninety days advance written notice of desired termination given either by the Minister or by the Society unless otherwise stipulated in any applicable agreement. If such notice shall be by the Society, it shall be ordered by ballot at a legal meeting for which notice of such proposed termination shall have been included in the call. A majority of such ballots shall be necessary for such notice to be placed in effect. Section 3. Upon the recommendation of the Senior Minister or a search committee, the Board of Directors may employ one or more assistant ministers. ARTICLE XIII – BYLAWS Bylaws not conflicting with the provisions of this Constitution or with applicable laws may be adopted at any duly called meeting of the Society by a majority vote. ARTICLE XIV – AMENDMENTS This Constitution may be amended or revised at any properly called meeting of the Society. Notice with respect to any such meeting shall include a copy of the proposed amendment to the Constitution. Any amendment must be approved by at least a three-fourths majority of those voting. A quorum of at least twenty-five percent (25%) of the eligible voting members must be present at any such meeting. BYLAWS I. The Councils of the Society shall be subject to the following financial controls: a. Expenses in excess of budget allocations shall not be incurred voluntarily by any Council without prior approval of the Board of Directors. b. Bills not in excess of budget allocations shall be paid by the Society Treasurer when approved either by the Council chairperson or by the authorized person responsible for the expenditure. c. Money earned by any Council shall be deposited with the Society Treasurer to be held, disbursed, or otherwise accounted for by him or her. With the approval of the Board of Directors such money may be expended by the Council without budget allocation. Plans for earning money must have the prior approval of the Board of Directors. II. These Bylaws may be amended as provided in Article XIII of the Constitution. III. Each of the Councils of the Society shall be subject to the following requirements. a. Develop and submit to the Board of Directors written policies and procedures for its internal operation. b. Develop and submit to the Finance Sub-council an annual budget for activities under its jurisdiction ninety days prior to beginning of the next fiscal year. c. Develop and submit to the Board of Directors a long-term written strategic plan for the activities under its jurisdiction. IV. Ministers a. Senior Minister 1. The Senior Minister shall be called by the congregation in accordance with applicable guidelines of the Unitarian Universalist Association. 2. The primary responsibilities of the Senior Minister include: i. Providing spiritual leadership to the congregation; ii. Provding advice and resources to the lay leadership concerning the implementation of the Society’s mission; iii. In consultation with the Human Resources Sub-Council makes hiring and termination recommendations to the Board of Directors for all staff; iv. Ongoing responsibility for elements within each Council, particularly the Council on Spiritual Life as specified in his or her contract; and v. Particular responsibilities related to the function of one or more Councils as determined on an annual basis by the Board of Directors. 3. The Board of Directors shall conduct an evaluation of the Senior Minister after his or her first year of service and, thereafter, on a regular basis but no less often than every three years. 4. The Board of Directors may appoint special committees to help support and advise the Senior Minister. b. Associate Ministers 1. The Board of Directors may recommend the creation of an Associate Minister position with defined responsibilities. 2. Each Associate Minister position is subject to the approval of the congregation. 3. An Associate Minister is called by the congregation in accordance with applicable guidelines of the Unitarian Universalist Association and upon the recommendation of the Senior Minister and a duly appointed search committee. 4. The Board of Directors shall conduct an evaluation of the Associate Minister(s) after his or her first year of service and, thereafter, on a regular basis but no less often than every three years. 5. The Board may appoint special committees to help support and advise the Associate Minister(s). c. Assistant Ministers 1. Upon the recommendation of the Senior Minister or a specially designated search committee, the Board of Directors may hire assistant ministers to serve the mission of the Society. 2. The Board defines in advance the specific Councils and areas of congregational life the Assistant Minister(s) will support. 3. The Assistant Minister(s) is supervised by the Senior Minister. 4. The Board of Directors shall evaluate and renegotiate the contract with the Assistant Minister(s) annually. 5. The Board may appoint special committees to help support and advise the Assistant Minister(s). VI. Capital Budget Account a. The Council on Administration, through the appropriate Sub-council, shall prepare an annual “Buildings and Grounds Status Report.” The report shall include a brief description of the capital improvements made during the previous fiscal year, the cost and scheduled completion date for each improvement, and any related operating costs generated by the capital project that should be included in the up-coming operating budget. This report shall be submitted to the Board of Directors no later than 90 days before the end of the fiscal year. b. In addition, the Council on Administration shall prepare an annual “Five-year Capital Budgeting Plan.” The “Five-year Capital Budgeting Plan” shall be submitted to the Board of Directors and Endowment Committee no later than 90 days before the end of the fiscal year. The plan shall include: A prioritized list of each project on a year-to-year basis; A detailed estimate of the costs for each project the first year (i.e. design, labor, materials, contingency, etc.) in the form of a Capital Budget; An assessment of the financial impact that projects in the first year will have on the operating budget; A narrative justification for each first-year project that includes an assessment of the long-term consequences of not doing the project; and A brief description of each project during the second through fifth years including an estimate of its aggregate cost and its impact on the operating budget. c. No later than 60 days prior the end of the fiscal year, the Administrative Council, through the Finance Sub-council, shall review the “Buildings and Grounds Status Report” and the “Five-year Capital Budgeting Plan” and determine the source of funds to implement the capital improvement projects. The sources of funds may include: The transfer of funds from the Endowment to the Capital Budget Account, Targeted fundraising, A contribution from the annual operating budget, Long-term financing, or The carryover of any unspent monies remaining in the Capital Budget Account from the prior year. d. Any proposal for long term financing must include a debt payment schedule, the term, and all interest that will be paid as part of the cost. In addition, the Council on Administration, through the Finance Sub-council, shall estimate the source and level of funding necessary to support completion of projects during the second through fifth years. These estimates should include the amount of funds that will be needed from the Endowment, if any. e. After determining the level and mix of funding available to support the capital projects, the Council on Administration, through the Finance Sub-council, shall present its recommendations to the Board no later than 60 days prior to the end of the fiscal year. The recommendations shall include the final list of proposed projects and the accompanying financing plan for the coming fiscal year. The Board of Directors, upon review of the Capital Budget may add, reduce, delete or defer any specific capital project either in scope of work described or in cost of such project. The Board’s approval of the Capital Budget should correspond with the approval of the annual operating budget. f. Once the Capital Budget is approved by the Board of Directors, the Council on Administration shall be responsible for the management, implementation, and completion of Capital projects. On a quarterly basis, the Council on Administration shall submit a year-to-date report for review by the Finance Sub-council. This report must detail the status of each project including year-to-date cost, year-end estimated cost, and estimated date for completion. g. The Capital Budget Account may cover any non-operating expenditure of a permanent nature exceeding $5,000, including equipment (including leasing) or permanent changes or additions to the building or grounds. h. Only appropriations from the Capital Budget Account may be spent on designated capital projects, regardless of how large or small those sums may be in a given year. i. If the projects are funded through a loan from the Endowment (or from any other source), future “Five-year Capital Budgeting Plans” must take into account payment of principle and interest until such time as the loan is paid off. j. If, at the end of a fiscal year, a project is not complete, any unexpended cost associated with that project may be re-appropriated for the following fiscal year. If a project is completed under-budget, any unspent funds shall remain in the Capital Budget Account unless transferred by Board of Directors to the Endowment. Under no circumstances shall such funds be transferred to the operating budget. k. Once the Capital Budget Account is established, no capital project may be funded directly through the operating budget or the Endowment. l. Expenditures exceeding 10 percent of the Capital Budget in any given year must be approved by the Board of Directors. m. Expenditures related to any single, approved project that exceed the budget for that project by 10 percent or $500, whichever is larger, must be approved by the Finance Sub-council. n. Unanticipated projects (e.g. emergencies) shall be funded within the amount set for the Capital Budget unless approved by the Board of Directors. VII. Endowment a. The Endowment shall function as an accumulated funding source to: 1. Provide capital for scheduled use to maintain and upgrade the physical plant and associated furniture/equipment; 2. Cover unforeseen costs associated with catastrophic building maintenance problems; 3. Cover costs of acquiring property or as an investment management vehicle during a major capital campaign associated with a defined objective such as acquiring a new building; 4. Support a previously balanced operating budget when unpredictable events cause a budget shortfall; 5. Support the operating budget for use as determined by the architects of the operating budget; and 6. Administer such funds as are contributed for restricted purposes. b. Any determination to restrict investments in the Endowment needs a two-thirds approval of members of the congregation present and voting at a duly called meeting of the Society. c. The Endowment shall be maintained at a level of not less than two times the actual annual operating expenditures. 1. For this purpose the level of the Endowment is the average balance on December 31 (excluding any sums earmarked for the Capital Budget Account) of the previous three years and the actual annual operating expenditures are the actual operating expenditures for the current fiscal year once it is completed. 2. If the ratio is outside these limits, the Board of Directors shall inform the congregation in writing within 90 days, stating the reasons for the variance and providing a specific plan and schedule for bringing the ratio within the prescribed limits. The plan for bringing the ratio within the prescribed limits must be approved by the congregation. d. Ninety days prior to the end of the fiscal year the Finance Sub-council, in consultation with the Endowment Committee, shall publish a projected ratio of the Endowment to operating expenditures (as defined above) for the current fiscal year. e. No later than 60 days before the end of the fiscal year and before the Finance Sub-council develops its budget recommendation for the coming fiscal year, the Endowment Committee shall submit a report to the Finance Sub-council and Board of Directors stating the amount of funds that can be prudently made available from the Endowment for the operating and capital budgets for the subsequent fiscal year. f. The Endowment Committee shall provide a report on the status of the Endowment within 90 days of the end of the calendar year.