UUFNW Board & Officers
Board of Trustees
Katie Alberte, Co-President (Board Term ends 2019)
Todd Disston, Co-President (Board Term ends 2017)
Susan Spector, Secretary (Board Term ends 2017)
Françoise Bennett (Board Term ends 2018)
Greg Goett (appointed through June 2017 to a vacancy in a term ending 2018)
Susan Letcher (Board Term ends 2019)
Michael Schechter (Board Term ends 2019)
Patricia Compton, Treasurer
Approved at the Congregational Meeting of December 11, 1988.
Last revised May 19, 2013
ARTICLE 1: NAME AND ORGANIZATION
This organization, formed to carry out the objectives set forth in its Certification of Incorporation and in these By laws, is a Religious Corporation incorporated under the laws of the State of New York under the name The Unitarian Universalist Fellowship of Northern Westchester, and may be referred to herein as the Fellowship.
ARTICLE 2: PURPOSE
The purpose of this Fellowship is to foster better understanding of the principles of Unitarian Universalism, to create a caring and sharing community dedicated to the free yet disciplined search for truth, to freedom of religious belief, to openness in the expression of ideas, and to serve humanity, enhancing personal dignity and improving the quality of life.
ARTICLE 3: INCLUSION
Systems of power, privilege, and oppression have traditionally created barriers for persons and groups with particular identities, ages, abilities, and histories. We pledge to do all we can to replace such barriers with ever-widening circles of solidarity and mutual respect. We strive to be a congregation that truly welcomes all persons and commits to structuring congregational life in ways that empower and enhance everyone’s participation.
ARTICLE 4: MEMBERSHIP
Section 1: Qualifications
Any individual who is 18 years of age or older, who subscribes to the purpose of this Fellowship, as attested to by his or her signature on the membership roll of the Fellowship, and who satisfies the requirements of the Fellowship’s Membership Policy then existing, shall be a member.
Section 2: Voting Privileges
Members of the Fellowship shall be entitled to vote in its meetings provided that they have been members for at least two months prior to the meeting at which the vote is to be exercised, and have made an identifiable contribution within the preceding twelve months.
Section 3: Resignations
Membership in the Fellowship shall be continuous from the date on which the membership roll is signed until the receipt by the Board of Trustees of a written resignation, or until such time as the Board of Trustees shall determine that a de facto resignation has occurred. A de facto resignation shall be deemed to have occurred when a voting member has neither participated in the activities of the Fellowship, nor within a period of twelve consecutive months made an identifiable financial contribution to the Fellowship.
Section 4: Junior Members
Individuals under the age of 18 years who sign the membership roll shall be known as Junior Members without voting rights. Upon reaching the age of 18 years, a Junior Member shall become a Voting member of the Fellowship subject to the provisions of other sections of this Article.
Section 5: Membership Policy
The Board of Trustees shall approve the Fellowship’s Membership Policy. Any such policy may not impose a creedal requirement for membership or otherwise violate by-laws on inclusion.
ARTICLE 5: MEETINGS
Section 1: Regular Meetings
The scheduled regular meetings of the Fellowship shall be determined by the membership itself, or by the duly elected Board of Trustees.
Section 2. Annual Corporate Meeting
The Annual Corporate Meeting of the Fellowship shall be held in the month of May on a date selected by the Board of Trustees.
Section 3: Special Corporate Meetings
A Special Corporate Meeting of the Fellowship may be called by the Board of Trustees on its own motion, or shall be called by the Board of Trustees upon receipt of a written request for such meeting signed by at least ten voting members of the Fellowship, and such Special Corporate Meeting shall be held within 20 days of the receipt of the request for such meeting.
Section 4: Quorum and Notice
Twenty five Voting Members or twenty five percent of the Voting Membership, whichever is less, shall constitute a quorum for an Annual and Special Meeting of the Fellowship. Notice of such meeting specifying the time and place and the business to be transacted, and naming any Trustees whose successors are to be elected, shall be mailed by the Board of Trustees to all Voting Members of the Fellowship at least ten days prior to such meetings. No business shall be conducted at a Special Corporate Meeting except as contained in such notice.
Section 5: Conduct of Corporate Meetings
The President, if present, shall be the Presiding Officer, otherwise the Vice President, if present, otherwise a Voting Member chosen pro tempore by majority vote. The Presiding Officer shall call a Corporate Meeting to order. The Voting Members present shall choose two Inspectors of Election. The Presiding Officer and the Inspectors of Election shall declare the result of the ballots cast on any matter, and shall be judges of the qualifications of voters.
ARTICLE 6: BOARD OF TRUSTEES
Section 1: Composition and Qualifications
The Board of Trustees shall be seven in number. Only a Voting Member of this Fellowship can be a Trustee. If any Trustee shall cease to be a Voting Member, he or she shall thereupon cease to be a Trustee.
Section 2. Election
At each Annual Corporate Meeting of the Fellowship, two or three trustees shall be elected to serve a term of three years, and Trustees shall be elected to fill any unexpired terms. Elections may be by voice vote if there is only one candidate for the position. If there is more than one candidate for any position, the election shall be by written ballot.
Section 3: Term of Office
The term of office of Trustees elected at any Annual Corporate Meeting, except as hereinafter provided, and subject to any statutory power of removal, shall begin on the first day of the fiscal year commencing after their election. No Trustee shall serve more than four consecutive years. Any person who has resigned or has been removed from the Board of Trustees shall be ineligible to serve as Trustee for one year thereafter.
Section 4: Resignation
A Trustee may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, or if no time is specified, at the time of receipt by the Secretary or the President. The acceptance of a resignation shall not be necessary to make it effective unless so specified therein.
Section 5: Filling of Vacancies
Subject to any provisions of the Religious Corporation Law of the State of New York, any vacancy on the Board of Trustees occurring from any cause whatsoever, shall be filled by appointment by the remaining regular Trustees at any regular or special meeting of the Board of Trustees called for that purpose. An appointed member of the Board of Trustees shall have all of the rights and obligations of an elected member except the right to hold the offices of President or Vice President. Vacancies shall be filled by appointment only for the time until the next Annual Corporate Meeting of the Fellowship.
Section 6: Removal From Office
Any Trustee of this Fellowship may be removed from office by a two-
thirds vote of the Voting Members present and voting at a Special Corporate Meeting called for that purpose.
Section 7: Election of Officers
The Board of Trustees shall hold a meeting within ten days of the start of the fiscal year for the purpose of electing from among its members the President and the Vice President of the Fellowship. These officers shall hold office until their successors have been elected. The duties of these officers shall be those that usually pertain to the positions. No President or Vice President shall serve in the same office for more than three consecutive one year terms. The Board shall also elect the Secretary, the Treasurer, and the Assistant Treasurer, each of whom may or may not be a Trustee. These Officers shall hold office until their successors are elected. Their duties shall be determined by the Board of Trustees.
Section 8: Regular Meetings
Meetings of the Board of Trustees shall be called by giving at least 24 hours notice thereof personally, or 72 hours by mail, to all the Trustees, and such notice may be given by the President or any two of the Trustees, but by the unanimous consent of all the Trustees, a meeting may be held without previous notice thereof. The Board of Trustees shall meet in regular session an average of once a month.
Section 9: Quorum and Manner of Acting
Five Trustees shall constitute a quorum at any meeting of the Board of Trustees. The vote of at least four Trustees when a quorum is present shall be the act of the Board. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum be had. Notice of an adjourned meeting need not be otherwise ordered in connection with such adjournment. The Trustees shall act only as a Board, and the individual Trustees shall have no power as such.
Section 10: Committees
The Board of Trustees may appoint and instruct such Committees as it deems necessary or desirable to further the functions of the Fellowship. All Committees shall be responsible to and, as required, shall report to the Board of Trustees, except for the Nominating Committee, which shall report to the Fellowship at the Annual Corporate Meeting. The President shall be ex officio a member of all such Committees except the Nominating Committee. The Chairs of all Committees, and the Director of Religious Education shall be approved by the Board.
ARTICLE 7: NOMINATING & LEADERSHIP DEVELOPMENT COMMITTEE (NLDC)
Section 1: Membership of the Committee and Manner of Selection
The Nominating and Leadership Development Committee (NLDC) shall consist of five members. Four members shall be elected by the Fellowship to serve two-year terms; the fifth member shall be a member of the Board of Trustees who shall be elected by the Board to serve a one-year term. At each annual corporate meeting, two members shall be elected by the Fellowship to serve a two-year term. The Board Member of the NLDC shall be elected by the Board of Trustees at its meeting to elect officers, as specified in Article 6. Qualifications for office, manner of nomination and election, procedure for resignation, removal from office, and filling of vacancies shall be the same as that of Trustee, as specified in Article 6.
Section 2: Term of Office
The term of office of members of the NLDC elected at any Annual Corporate Meeting shall begin on the first day of the fiscal year commencing after their election. The term of office for the Trustee position shall commence upon election by the Board. No member of the NLDC shall serve more than three consecutive years.
Section 3: Duties of the Committee
The NLDC shall nominate candidates for leadership of the Fellowship and shall assess and support the leadership needs of the Fellowship throughout the year.
The NLDC shall report to the membership, in writing, at least ten days prior to the Annual Corporate Meeting, the names of its nominees for the Board of Trustees and the Nominating and Leadership Development Committee, including the Chair of the NLDC for the upcoming year.
Section 4: Transition
In order to establish rotation of the terms of committee members, upon initial adoption of this change two members of the Nominating Committee for the current Fiscal Year shall be considered continuing members of the committee for an additional year. The remaining members of the committee shall be selected as provided in Section 1.
ARTICLE 8: FINANCIAL RESPONSIBILITY
Section 1: Powers of the Board of Trustees
The Board of Trustees shall have custody of the real and personal estate of this Fellowship. The Board of Trustees may sell, lease, mortgage or buy such real property for the use of this Fellowship only with the approval of the Fellowship as attested by majority vote of the members of the Fellowship present at an Annual or Special Corporate Meeting called for such specific purpose, and in the case of sale or mortgage, only with leave of the court as required by law.
Section 2: Operating Expenses
The current expenses of the Fellowship shall be based on an annual budget effective during each Fiscal Year of the Fellowship. The Trustees shall present such annual budget to the Fellowship at the Annual Corporate Meeting for approval by the Fellowship. No budget may be put into effect without the approval of the Fellowship as attested by a majority vote of the Voting Members present and voting at the meeting at which the budget is approved.
The Fiscal Year of the Fellowship shall start on July 1 and run through June 30, commencing July 1, 1990.
Section 3: Contracts
The Board of Trustees, except as in these By laws provided, may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Fellowship, and such authority may be general or confined to specific instances, and, unless so authorized by the Board of Trustees, no officer or agent or employee of the Fellowship shall have any power or authority to bind the Fellowship by any contract or engagement or to pledge its credits or to render it liable pecuniarily for any purpose or to any amount.
ARTICLE 9: THE MINISTER
Section 1: Employment
The Minister shall be chosen, and his or her salary determined by vote of the Fellowship at an Annual or Special Corporate Meeting. A vote of the Fellowship at a Special Corporate Meeting called for such purpose shall be necessary for dismissal of a Minister.
Section 2: Duties
The duties of the Minister shall be those that usually pertain to that position. It shall also be the duty of the Minister to make a report to the Annual Corporate Meeting, and to bring to the attention of the Board of Trustees any matters which seem to him or her pertinent to the general welfare of the Fellowship, and to make such recommendations as seem to him or her proper, but the final decision in matters of policy and procedure shall remain with the Board of Trustees or with an Annual or Special Corporate Meeting of the Fellowship.
ARTICLE 10: AMENDMENTS
These By laws, as far as is allowed by law, may be amended or repealed at any Annual or Special Corporate Meeting of the Fellowship by a two thirds vote of the Voting Members present and voting at such meeting providing that written notice, embodying such proposed amendments to the By laws has been mailed to each Voting Member of the Fellowship no less than ten days prior to the date of the meeting at which such proposed amendments to the By laws are to be acted upon. Amendments to these By laws may be proposed by means of a resolution adopted by the Board of Trustees, or by means of a petition signed by ten or more Voting Member of this Fellowship.
ARTICLE 11: RULES AND METHODS OF PROCEDURE
The rules and instructions contained in the latest published edition of Robert’s Rules of Order shall govern the meetings of the Fellowship and its Board of Trustees to the extent not inconsistent with the Certificate of Incorporation, these By laws, and other rules of order and procedure that may be adopted at a meeting called for that purpose.
When a motion is made to call the question, the Presiding Officer shall ask for a silent show of hands as to how many people still wish to speak, should the motion be defeated. No discussion shall be permitted. The vote on calling the question shall be taken immediately with a three-fourths majority required for passage.
ARTICLE 12: DISSOLUTION
Should the members of The Unitarian Universalist Fellowship of Northern Westchester vote to dissolve, the congregation shall transfer all its assets to the Unitarian Universalist Association or to its successor.