Bylaws of the First Unitarian Church of Philadelphia

October 2009

Preamble

We, the members of the First Unitarian Church of Philadelphia, a Unitarian Universalist
Congregation, reaffirm our commitment to our historic faith. In furtherance of this objective, we
endeavor:

• to foster opportunities for personal and spiritual growth and fulfillment;

• to encourage sustained participation of members and friends in the life of the Church;
• to create an institution with an organizational structure that is efficient and flexible in
recognizing and responding to the needs of members, friends, and the larger community.

Therefore, we adopt and amend our Bylaws to read as follows:

Article I: Name

The name of this religious organization shall be the First Unitarian Church of Philadelphia, a
Unitarian Universalist Congregation.

Whenever the word “Church” is used in these Bylaws or their amendments, it shall signify the
legal organization as herein established. The phrase “a vote of the Church,” or any similar
phrase, shall mean a vote of the members of the corporation comprising the Church at any
special or annual meeting at which a quorum is present.

Article II: Purpose

The purpose of this Church shall be to affirm and to practice the principles of the Unitarian
Universalist faith.

Article III: Denominational Affairs

The Church shall be a member of the Unitarian Universalist Association (“UUA”) and of its
designated regional organizations.

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Article IV: Summary of Authority and Comprehensive Church Powers

A. Congregational Authority: The ultimate authority and responsibility for the conduct of the
affairs of the Church rests with the Congregation which shall consist of the active
members of the Church and shall function as a legally constituted body at its annual
regular meetings and special meetings. The Congregation elects the Board and calls the
Minister. It assigns to the Board and the Minister responsibility for achievement of
the purposes of the Church, and it delegates power to the Board to perform the duties
listed in Article VII, and it delegates power to the Minister to perform the duties listed in
Article X. The Congregation specifically reserves the right to approve the annual budget
presented by the Board.

B. Board of Trustees’ Authority: The Board shall act on behalf of the members, set ends
and policies and monitor performance.

C. Minster’s Authority: The Minister shall be responsible for the overall ministry of the
church, including its administrative operations: shall be responsible to the Congregation
and to the Board for implementing the ends and policies determined by the Board and
shall operate collaboratively with the Board. The minister shall also supervise the staff of
the Church.

Article V: Membership

§§ 1. Becoming a Member: Any person, 16 years of age or over, in sympathy with the purposes
of this Church, may become a member by signing the membership book after having consulted
with a Minister in accordance with membership procedures

§§ 2. Affirmation of Membership: Every year, each member shall affirm their membership by
making an identified financial contribution to the Church

§§ 3. Voting Rights: The right to vote at business meetings shall be reserved for members who
have made an identified financial contribution.

§§ 4. Friends: Persons wishing to participate regularly in the Church, which includes making an
identifiable financial contribution, but who specifically wish not to be members of the Church,
shall be included in a list of Friends and receive the newsletter. Friends shall not be included in
the count of members for the annual pledge to the UUA or its designated regional organizations.

§§ 5. Membership Roll Review: The Church's membership rolls shall be reviewed annually.

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§§ 6. Termination: Membership may be terminated by written resignation delivered to the
Church office, by failure to affirm, or by death. Termination by resignation is effective upon
receipt. Termination by failure to affirm is effective 30 days after notice of failure to affirm has
been sent to the last known address of the member involved.

§§ 7. Termination for cause: A member may also be terminated for cause when a person’s
actions are contrary to the Congregation’s purposes and program by a vote of two-thirds of the
members of the Board with an appeal available to the Congregation, which may overturn a
decision by the Board to terminate by a majority vote at a special or annual meeting.

Article VI: Meetings

§§ 1. Sunshine Clause/Open Meetings: All meetings of the Board, Ministry Leadership Team
(MLT), committees, working groups, ministry teams, and task forces shall be open to all
members and friends, except in the limited cases when those bodies go into executive session.
Any member may be recognized to speak on any matter, and to make or second any motion,
provided that such matter or motion is a proper matter for that meeting and is raised through
established procedures.

§§ 2. Annual Meeting: The annual meeting of the Church shall be a business meeting held in
May, at a time and place determined by the Board, unless otherwise ordered by a vote of the
Church.

§§ 3. Special Meetings: There may be additional special meetings of the Church. They may be
called by the Board or by written petition to the Secretary of the Board signed by at least ten
percent of the voting members. The matters to be considered at any such special meeting shall be
stated in the notice of the meeting. No official business other than that stated in the notice shall
be transacted.

§§ 4. Notice: Notice of the annual meeting or any special meeting shall be emailed to all
members at their address of record at least seven days prior to such a meeting. Written notice in
the monthly newsletter mailed at least two weeks prior to the meeting is sufficient to satisfy this
requirement. In addition, whenever possible, notice shall be made at the service, if any, on each
of the two Sundays immediately prior to the meeting. This notice shall state the meeting's time,
date, place, purpose, and agenda. In the event of an emergency requiring an urgent special
meeting to be called by the Board, all members will be given 24 hours notice by telephone.

§§ 5. Quorum: A quorum at any annual or special meeting shall consist of 35 members or 10

percent of the membership, as verified by the Secretary, whichever is higher.

§§ 6. Proxy: No member may vote by proxy at any meeting.

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§§ 7. Majority Vote: The majority vote at any annual or special meeting at which a quorum is
present shall be the act of the Church, unless otherwise specified in these bylaws.

§§ 8. Real Property Votes: The encumbrance, sale or transfer of any real property of the Church
shall require a two-thirds vote of the total membership of the Congregation at a special or annual
meeting.

§§ 9. Personal Property Votes: The sale or transfer of tangible personal property owned by the
Church whose total is in excess of $500 shall require authorization by the Board. In addition, the
sale or transfer of any of the Church's personal property of historical v ue, including without
limitation antique furniture, paintings, or sculptures, shall require approval by a majority vote of
the Congregation at a special or annual meeting.

Article VII: Elections

§§ 1. Election: The Officers and Trustees shall be elected at the annual meeting. Election shall be
by ballot, except that if there is only one candidate for an office, or if the number of candidates
for an office is equal to the number of identical offices to be filled, then the election for that
office may, at the Moderator's discretion, be done by voice vote.

§§ 2. Term of Office: The President shall be elected for a term of one year. Other Trustees, as
well as the Moderator, shall be elected for a term of two years, so that the Board will consist of
Trustees serving staggered terms of office. All Officers and Trustees, excluding the Moderator,
are limited to serving two consecutive terms of the appropriate duration, plus the balance of the
year of any unexpired term if elected to fill a vacancy. With the exception of the Moderator,
Officers and Trustees may not be elected to the same office for a third full term until a period of
one year has passed. An immediate former President may be duly elected to the Board for a one
two-year term if the former President did not serve on the Board immediately before becoming
President. A President may therefore serve a maximum of four consecutive years on the Board
(two one-year terms as President and one two-year term as a Trustee). Officers shall serve for the
specified terms or until their successors are elected. Their terms shall begin immediately
following the annual meeting at which they are elected.

§§ 3. Qualifications: Only members of the Church who are qualified to vote and have been for at
least one year preceding the election, shall be eligible for election as President, Vice President, or
Treasurer. Other Trustees must be members of the Church who are qualified to vote.

§§ 4. Nominating Methods: Members may become candidates for office by one of the following
three methods: (1) by petition to the Board or the Nominating Committee; (2) by solicitation by
the Nominating Committee; or (3) by nomination from the floor at the election meeting. Under
any of these methods no one shall be nominated without their prior consent. Candidates shall be
encouraged to develop and disseminate a platform or other statement of their views.

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§§ 5. Nomination by Petition: A member shall become a candidate by submitting to the Board or
the Nominating Committee a petition signed by him/herself and five other members. With the
nominee's consent, another member may circulate and submit the petition. The Board or the
Nominating Committee shall verify that all petition signers are voting members and then place
the petitioner's name on the list of candidates. For regular elections, petitions must be submitted
at least one month before the annual meeting.

§§ 6. Nominating Committee: The Nominating Committee shall consist of five members elected
at the Annual Meeting for a term of two years, terms to be staggered. Candidates for the
Nominating Committee may be nominated by petition or by the Nominating Committee. No
member of the Nominating Committee shall be reelected until a period of one year has passed.

§§ 7. Nominating Committee Duties: The Nominating Committee shall prepare ballot(s) of

qualified members as candidates for Officers and for the next Nominating Committee itself. The
ballot(s) shall be presented for vote of the Congregation at the Annual Meeting and shall be
included as part of the official notice of the meeting.

§§ 8. Election Timetable As soon as possible, but at least one month before the Annual Meeting,
the Committee in consultation with the Board shall publicize a list of current candidates. The
final list of candidates who will appear on the ballot shall be publicized at least two weeks before
the election. At no point in this process should the Committee or any notice indicate the
candidate's method of nomination (i.e., by petition or by recruitment of the Nominating
Committee).

§§ 9. Vacancies: Vacancies of elected Officers, other than the President, shall be filled by the
following process. By announcing the vacancy, encouraging petitions, and soliciting possible
candidates, the Nominating Committee shall develop a list of candidates for the vacant office.
This list shall be presented to the Board. In order to be elected, a candidate must receive a
majority vote of the Board. Any vacancy shall be open for election at the next annual meeting.

Article VIII: Board of Trustees

§§ 1. Board Members: The church's fiduciary, property and administrative affairs shall be
overseen by the Board, which consists of seven Trustees. The Board of Trustees comprise the
following: the President of the Congregation (who chairs the Board), the Vice-president (who
serves as President Pro Tem in the absence of the President), the Secretary, the
Treasurer, and three members elected at-large.

§§ 2. Duties: The Board, on behalf of the Congregation, shall have general oversight of the
property of the Church, the conduct of all its business affairs, and the administration (drafting,
revising, and monitoring) of Church policies, except as specifically reserved for the general

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membership by these Bylaws. The Board of Trustees will act on behalf of the Congregation to:
(1) promote the accomplishment of the Congregation’s Ends and Mission Statement with
responsible use of resources; (2) avoid unacceptable actions and situations to those defined in the
Policy Manual; and (3) uphold Unitarian Universalist principles.

The specific duties of the Board shall include but not be limited to the following:

A. Appointing and fixing the compensation of the Minister in conjunction with the
search committee.

B. Overseeing the expenditure of all monies belonging to the Church. The Board, if
they desire, may limit expenditures that may be made without the affirmative vote of a
meeting of the Congregation.

C. Reviewing and recommending the proposed budget to the Church annually.

D. Overseeing the management of Church real estate, endowment funds, and other assets.

E. Convening special business meetings of the Church as needed.

F. Creating new working groups and committees addressing fiduciary, property and
administrative affairs within the church upon application or determination of need.

G. Establishing guidelines for lending or renting of Church property, facilities, or any

item of historical or material value.

H. Monitoring and reviewing the performance of the minister.

§§ 3. Meetings: Unless otherwise decided by the Board, regular Board meetings shall be held
monthly, from September to June, inclusive. Special meetings of the Board may be called by the
President and shall be called upon written request of three members of the Board. All Trustees
shall be notified of special meetings.

§§ 4. Reports: The actions taken at Board and Congregational meetings shall be reported to the
Congregation in the next available Church newsletter, by posting on a public bulletin board in
the Church, or by an insert in the Order of Service.

§§ 5. Quorum: At Board meetings, a majority of the Trustees shall constitute a quorum.

§§ 6. Conflict of Interest: A Trustee shall inform the board of any conflict of interest and shall
not vote on any matter before the Board in which the Trustee has a direct personal interest.
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§§ 7. Proxy: No Trustee may vote by proxy at any meeting of the Board.

§§ 8. Removal: If a Trustee is absent from Board meetings for two consecutive months, without
notice and without reasonable cause, or is absent from Church services for six months or more,
the Board may declare that office vacant by a majority vote.

§§ 9. Congregation's views: Trustees shall solicit opinions on important issues from the
congregation.

Article IX: Officers and Trustees

§§ 1. Duties: The duties of each Officer and Trustee shall include, but not be limited to, those
described in the following sections.

§§ 2. President: The President is Chairperson of the Board and presides at all its business
meetings. The President shall represent the Church on all appropriate occasions.

§§ 3. Vice President: The Vice President shall assist the President, chair board meetings in the
absence of the President, and assume the responsibility of President in case of the President’s
resignation, death, incapacity, or removal.

§§ 4. Secretary: The Secretary shall keep an accurate record of all Board meetings and actions
taken by the Congregation. The Secretary coordinates with the office staff to ensure that all
members are notified by mail of all meetings and affairs requiring membership action. All
records of the Secretary shall be turned over to the church office staff at the end of each year.

§§ 5. Treasurer: The Treasurer is responsible for oversight of all matters that relate to the
financial operation of the Church. The Treasurer is responsible for advising the Board of
Trustees about any emerging financial needs, concerns or policy issues meriting the Board’s
attention or action. The Treasurer will work closely with the Finance Working Group and the
Investment and Endowment Working Group to secure their expertise and input.

§§ 6. Trustees: Trustees shall attend and actively participate in the meetings of the Board.

§§ 7. Moderator: The Moderator shall preside over all Congregational meetings and shall
perform such other duties as may be assigned by the Board.

§§ 8. Mid-term Resignation, Death, Incapacity, or Removal of President: In the event of a

vacancy in the Office of President, by resignation or otherwise, the Vice President shall assume
the Office for the remainder of the church year. A new President, candidacy for which may
include the preceding Vice President, shall be elected at the annual meeting. The Nominating
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Committee shall seek candidates in the normal manner and present them to the Congregation for
a vote.

§§ 9. Recall of President, Other Officers, or Trustees: Upon petition of 35 members or 10 percent

of the membership, as verified by the Secretary, whichever is higher, a special meeting of the
Church shall be called within 30 days for the purpose of recalling the President, Other Officer, or
Trustee, which may be accomplished by majority vote of the members at which a quorum is
present.

Article X: Minister

The Minister is the elected spiritual leader of the Church and designated head of staff, and, as
such, is responsible for directing the Church’s ministry in accordance with established policies
and goals.

§§ 1. Search Committee: The Minister shall be recommended for candidacy by a Search

Committee consisting of at least six members. To the extent possible in a small group, the
Search Committee should be representative of the Church membership. A slate of nominees for
the Search Committee will be presented to the congregation who will vote on the candidates at
the annual meeting or a special congregational meeting. Whenever possible, the procedures
concerning the composition and operation of the Search Committee will be guided by UUA
recommendations.

§§ 2. Calling a Minister: A Minister shall be elected by a four-fifths vote of the members present
and voting at a legally convened meeting of the Church. No other business shall be considered at
this specially convened meeting.

§§ 3. Contract: The terms of a Minister's employment shall be clearly set forth under the terms of
a formal contract.

§§ 4. Responsibilities:

A. The Minister oversees the religious and spiritual life of the Church and has overall
responsibility for the pulpit and worship services. The Minister shall have complete
freedom of the pulpit.

B. The Minister supervises the church staff and is accountable to the Board for staff
performance and any aspects of the ministry that involve thee use and control of Church
resources. The Minister shall fix the compensation of all employees of the Church within
the parameters set by the annual budget.

C. The Minister and the MLT shall create an annual Vision of Shared Ministry to be
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 approved by the Board, who will use this and the Ends Statements as a basis for
monitoring the ministry.

§§ 5. Compensation: A Minister's compensation package shall be determined by majority vote of

the members present and voting at the Annual Meeting. Exception: the settlement of a new
Minister, when the Search Committee will set the salary after consultation with the Board.

§§ 6. Tenure and Resignation: The tenure of a Minister shall be indefinite. A Minister may
dissolve the relationship with the Church upon at least 90 days notice in writing to the Board;
however, such period may be altered by mutual consent.

§§ 7. Dismissal of Minister: The Church will follow Unitarian Universalist Ministers’

Association guidelines in an attempt to resolve any dispute. Failing resolution of the dispute, a
Minister may be terminated from his or her duties only by the action of the Congregation at a
specially convened meeting, whose sole order of business shall be the proposed dismissal. Such a
meeting shall not be called while the Minister is on vacation, sabbatical, or other leave. There
shall be at least one month's notice for this meeting. Fifty-one percent of the current membership,
as verified by the Secretary, shall constitute a quorum. A two-thirds vote of those present shall be
required to dismiss a Minister. A Minister shall be given written notice of the outcome of the
meeting within 48 hours of the conclusion of the meeting. Except by mutual consent, no
dismissal shall be effective in less than 90 days, unless the board by two-thirds supermajority
vote determines that exceptional or emergency conditions require a shorter period.

Article XI: Ministry Leadership Team

The Ministry Leadership Team (MLT) supports the Minister in achieving the annual Ends and
the collective vision collaboratively set by the Minister, Congregation, Board, and MLT.

Article XII: Indemnification

§§ 1. The Church shall indemnify any person who is or was an employee, agent, representative,
member of the Board of Trustees, or Steering Committee volunteer of the Church against any
liability asserted against such person and incurred in the course and scope of his or her duties or
functions within the Church to the maximum extent allowable by law, provided the person acted
in good faith and did not engage in an act or omission that is intentional, willfully or wantonly
negligent, or done with conscious indifference or reckless disregard for the safety of others. The
provisions of this article shall not be deemed exclusive of any other rights to which such person
may be entitled under any bylaw, agreement, insurance policy, vote of members or otherwise.

Article XIII: Representatives to the General Assembly

§§ 1. Election of Representatives: The Congregation reaffirms its commitment to the UUA and
its obligation to endeavor, whenever possible, to be represented at the General Assembly of the
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UUA. The authorized number of delegates and alternates to the General Assembly shall be
elected at the annual meeting or, in the absence of action at the annual meeting, chosen or
approved by the Board. In the event an elected delegate or alternate cannot attend, the Board may
choose or approve a substitute. Unless otherwise approved by the Board, any delegate or
alternative shall be responsible for their own expenses.

Article XIV: Equal Employment Opportunity

§§ 1. Non-Discrimination: Race, sex, personal credo, theology, disability, age, national origin,
marital status, or sexual orientation shall not be considered in calling or retaining a minister or in
hiring or retaining any employee of the Church.

Article XV: Auxiliary Organizations

§§ 1. Auxiliary Status: Upon application to and approval by the Board, groups or organizations
which do not choose to function as committees of the Church, may become Auxiliary
Organizations, so long as their purposes, principles and actions do not conflict with the purposes,
principles and/or bylaws of the Church. Any Auxiliary Organization reports to the Board.

Article XVI: Parliamentary Authority

§§ 1. Reference: In all cases not provided for in these Bylaws, the current edition of Robert's
Rules of Order, Newly Revised, shall govern the proceedings of the Church.

Article XVII: Fiscal Year

§§ 1. The fiscal year of the Church will begin on July 1 and end June 30.

Article XVIII: Disbanding

§§ 1. Termination: Should this Church cease to function and the membership vote to disband,
any assets of the Church will be transferred to the Unitarian Universalist Association for its
general purposes. This transfer is to be made in full compliance with all applicable laws.

Article XIX: Amendments

§§ 1. Amendment Procedure: Amendments to these Bylaws may be proposed by the Board, or

by submitting to the Board a petition signed by at least 15 members who are entitled to vote. Any
proposed changes shall be described in full in the notice of the annual or special meeting at
which the changes are to be acted upon. These Bylaws, so far as allowed by law, may be
invoked, amended, or repealed by a two-thirds vote of those present and voting at an annual or
special meeting of the Church.

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