ARTICLE V: BOARD OF DIRECTORS
Section A: Authority
The Board shall be the governing body of the Congregation. The functions, business and government of the Congregation shall be directed by the Board. The powers of the Congregation shall be vested in the Board which shall have the authority to perform all acts and functions not inconsistent with the direction of the Congregation in explicit votes, these By-laws, the Articles of Incorporation, and applicable laws, ordinances and regulations.
Section B: Requirements and Responsibilities of Board Members
The requirements and responsibilities of the Board members shall consist of the following:
1. Be an active member of the Congregation, and have maintained active membershipfor a period of at least one year immediately preceding election to the Board, unlessgranted an exception by the Board;
2. Endorse and support the purpose of the Congregation as stated in Article II of the By-laws;
3. Attend Board meetings regularly;
4. Participate in the planning, monitoring and evaluations of the goals of the Congregation and in the adoption, periodic evaluation and revision of the policies of the Congregation;
5. Consider and vote on the annual budget and subsequent revisions as recommended by the Treasurer;
6. Reflect and vote on legal, contractual and policy issues that affect the Congregation;
7. Actively support the fundraising activities of the Congregation.
Section C: Duties and Functions of the Board
Subject to limitations which are provided elsewhere in these By-laws, the duties and functions of the Board shall include, but shall not be limited to the following:
1. Maintain custody and management of all property and operations of the Congregation; and maintain accountability for the expenditure of all funds;
2. Adopt, amend, rescind and implement policies, rules and regulations which are consistent with the duties and functions of the Board and with decisions of the membership;
3. Work closely with the professional congregational staff to ensure that the needs of the membership and its stated goals are adequately met;
4. Establish and provide direction to such committees and/or guilds deemed appropriate, define their duties and prescribe their powers.
5. Develop and approve the annual Congregation operating budget and make it available to the Congregation;
6. Submit a full statement of financial condition to the membership on an annual basis and conduct an annual audit;
7. Appoint, as appropriate, delegates and alternates to represent the Congregation at meetings of the Unitarian Universalist Association and other denominationally-related bodies;
8. Maintain accurate and open records of all its meetings, except Executive Sessions;
9. Oversee all publications of the Congregation, including but not limited to Sunday bulletins, monthly newsletters, brochures, press releases, other promotional materials,and website;
10. Recommend revisions to the By-laws as appropriate.
Section D: Limitations
Absent authorization by the Congregation pursuant to these By-laws, the Board shall have no authority to:
1. Select or remove any minister;
2. Make any expenditure or incur any debts or other financial commitments concerning real estate transactions, such as purchasing, selling, encumbering or otherwise dealing in real estate.
Except for an emergency, the Board shall not incur any operating debts that cannot reasonably be expected to be retired under the current operating budget. Emergency in this context involves a sudden and unexpected demand on Congregation resources necessary to continue the activities of the Congregation. Other debts may not be incurred in excess of funds available.
Section E: Structure
1. The Board shall consist of a minimum of seven (7) members, elected at the annual meeting as members at large
2. Members of the Board shall be elected to serve one-year terms and may not serve more than three consecutive one-year terms.
3. All members of the Board shall take office at the first Board meeting following their election. Though they will no longer have voting rights, all outgoing members of the Board will also be present the duration of this meeting to facilitate the Board's transition.
4. The new Board shall elect its officers before its second regular meeting.
Section F: Officers
Each of the offices listed below, and others which may be defined by the Board as necessary for the operation of the Congregation, may be filled by one or more persons as determined by a majority of the Board. Any of the duties of the defined offices can be delegated. At a minimum the officers shall be as follows:
1. Chair: one who serves as spokesperson for the Board and Congregation and is responsible for conducting meetings. The Chair shall be the principal executive officer of the Congregation and shall call and preside at meetings of the Board and the Congregation, and shall perform all other duties usually associated with this office. The Chair shall also execute, in the name of the Congregation, any and all such instruments that the Board or membership determine are necessary as to the management of the Congregation’s business.
2. Recorder: one who records minutes of the Board and Congregational meetings and communicates in written form on behalf of the Board. The Recorder shall record the minutes of all meetings of the Boardand all Congregational business meetings; if requested, shall provide at such meetings the minutes of any previous meetings; shall conduct the Congregation’s correspondence; shall take care of all Congregation announcements to the membership as requested by the Chair and the Board; and shall be custodian of the seal of the Corporation. All records of the Recorder shall remain the property of the Congregation.
Section G: Nominating Committee
1. Purpose: The purpose of the Nominating Committee shall be to identify and recruit eligible people to be considered for election, in accordance with Congregational By-laws, to serve as members of the Board. The Nominating Committee shall consist of three members of the Congregation selected by the Board no later than the January Board meeting of each year. At least one member of the Nominating Committee will be a current Board member and at least one will not.
2. Duties: The Nominating Committee shall be responsible for publicizing the availability of all positions and shall solicit suggestions from the Congregation. The Nominating Committee shall be responsible for securing at least seven (7) candidates.
Section H: Interim Vacancies
1. Interim vacancies shall be filled through selection by the Board. Members so selected shall serve until the time of the next annual election, at which time they may be nominated to serve a full term. If elected, such members may serve up to three full terms.
2. The Board shall be empowered by a vote of two-thirds (2/3) of its membership to declare a vacancy when a Board member is unable to discharge his or her duties. Inability to discharge duties may be evidenced by, among other things, excessive absences from meetings of the Board. No such action shall be taken without at least two weeks advance notice of such action being provided to the affected Board member.
3. A member of the Board who believes he or she is unable to fulfill his or her duties may resign by providing notice to the Chair.
Section I: Board Meetings
1. Regular Meetings
The Board shall hold regular meetings at least monthly. Additional meetings, as may be necessary, may be called by the Chair or any two Board members. All regular meetings shall be open to all Congregation members. Any member or friend may speak at Board meetings when recognized by the Chair. The Board meetings shall be conducted according to Robert’s Rules of Order, Revised where applicable, as determined by theChair.
2. Executive Sessions
Executive Sessions are restricted to Board members. The Board may meet in Executive Session to address personnel issues and such other issues for which a majority of the Board members present determine that confidentiality is appropriate.
A quorum for the Board is at least 55% of the elected Board. Action of the Board is determined by a simple majority of those present at a meeting.
3. Treasurer: one who is responsible for the custody of the Congregation’s funds, financial reporting, budgeting, and overseeing the annual pledge campaign. The Treasurer shallmaintain a list of current pledging members.
You can find the complete By-Laws here.