BY LAWS

UNITARIAN UNIVERSALIST CHURCH OF VERDUGO HILLS BYLAWS
(Adopted 1990; Amended 1993, 1995, 1999, 2002)

Articles:
Name
Purpose and Mission
Membership
Denominational Affiliation
Meetings
Officers and Trustees
Indemnification Clause
Minister
Fiscal Year
Committees
Continuity Fund
Amendments
Dissolution

ARTICLE I. NAME
The name of this religious society shall be the Unitarian Universalist Church of the Verdugo Hills. It shall hereinafter be referred to as "the Church."

ARTICLE II. PURPOSE AND MISSION
Section 1. Purpose. Relying upon reason as our guide, and upon freedom as our method, we seek to grow in understanding of ourselves and of our world, to promote and serve the universal human family.
Section 2. Mission. We, the Unitarian Universalist Church of the Verdugo Hills, are a religious community whose mission is to offer a center for freedom of thought where an open search for truth and meaning is encouraged and the worth and dignity of each person is affirmed.
We respect the interdependent web of all existence and share a vision to create a world of peace, equality, and compassion in human relations.
We unite to share our beliefs, encourage spiritual growth, pass along our evolving religious heritage and challenge each other into action to enrich ourselves and the community at large

ARTICLE III. MEMBERSHIP
Section l. Any person at least sixteen (16) years of age who generally agrees with the principles and purposes of the Unitarian Universalist Association, who subscribes his or her name in the roll of the Membership Book in the presence of an Officer of the Church, the Minister or the Chair of the Membership Committee, and who makes a financial contribution of record for the current fiscal year shall become a member of the Church. No doctrinal test shall be made a condition of membership.

Section 2. Voting Membership. Members eligible to vote at any meeting of the Church are limited to those who have been members of the Church for at least sixty (60) days prior to the date of such meeting and have made a contribution of record within the current fiscal year.
Section 3. Roster of Members. The Membership Chair shall furnish to the Board of Trustees a list of members eligible to vote at each duly called meeting of the Church. The Membership Chair shall annually provide the Board of Trustees with a list of members who have not maintained an interest in the Church within a two-year period.
Section 4. Termination of Membership. A member may terminate membership in the Church by notice in writing to the Minister or to the Board of Trustees. The Membership Committee shall review membership rolls annually. Members who have not maintained an interest in the Church and have made no contribution of record may be requested to verify intention of membership. The Membership Committee shall recommend to the Board of Trustees the removal of the names of members who are deemed to be no longer interested in the Church.

ARTICLE IV. DENOMINATIONAL AFFILIATION
Section l. This Church shall be a member of the Unitarian Universalist Association (UUA) and the Pacific Southwest District (PSWD). It is the intention of this Church to make financial contributions equal to its annual fair share as determined by the UUA and the PSWD.

ARTICLE V. MEETINGS
Section l. Annual Meeting. The regular annual meeting of this Church for election of Officers and Trustees and other business shall be held on a date to be determined by the Board of Trustees, provided that it shall be in the month of May or June each year and announced to the membership no later than March 15. Final notice of the annual meeting shall be given in writing to the membership at least twenty (20) days prior to the meeting and shall specify the business to be conducted, as well as the time and place. All items proposed for the agenda shall be presented in writing to the Board of Trustees at least forty-five (45) days prior to the meeting.
Section 2. Special Meetings. Special meetings of the Church may be called by the Board of Trustees and shall be called upon the written request of ten (10) or more voting members of the Church. Notice of special meetings shall be given in writing to the membership at least twenty (20) days prior to the meeting and shall specify the business to be conducted, as well as the time and place. Five (5) members of the Board of Trustees may empower the President to waive the twenty (20) day requirement provided effective notification of the membership is employed.

Section 3. Quorum. At any general congregational meeting to conduct business, the presence of thirty (30) percent of the voting membership shall constitute a quorum except that when there is voting on amendments to the bylaws or calling or revoking the call of a minister, forty (40) percent of the voting membership shall be required.
Section 4. Voting. Voting at any annual or special meeting of the Church shall be by secret ballot unless waived by majority vote of those members present. Absentee voting is not permitted, and proxy votes are only permitted for members whose inability to attend has been formally recognized by the Board of Trustees. Passage of all motions is by simple majority vote except where otherwise specified by these bylaws. The conditions and procedures for proxy voting shall be contained in the required notification of meetings.
Section 5. Other Procedures. Any procedure not specifically mentioned in these bylaws shall be conducted according to Robert's Rules of Order (current edition).

ARTICLE VI. OFFICERS AND TRUSTEES
Section l. At each annual meeting there shall be chosen by ballot a President, Vice President, Secretary, and Treasurer (the Officers), and a Nominating Committee, who shall take office on the following July 1 and hold their offices for one (1) year and until their successors have been elected and qualified.
Section 2. In addition to the four (4) Officers, there shall be three (3) Trustees-at-Large who shall be elected for terms of three (3) years commencing on July l following their election. These seven (7) persons shall comprise the Board of Trustees. One Trustee-at-Large shall be selected at each Annual Meeting.
Section 3. All Officers and Trustees shall be of legal age and voting members of the Church.
Section 4. If a vacancy occurs among the Officers or on the Board of Trustees the remaining Trustees shall choose a voting member of the Church to serve until the post is filled at the next election.
Section 5. No person may hold the same Office or Trustee position more than two terms in succession.
Section 6. Any member of the Board of Trustees who fails to attend three (3) successive meetings without having presented to the Board an acceptable excuse shall be removed from office.
Section 7. The Board of Trustees shall hold regular meetings, which shall be open to all members of the congregation. The Board of Trustees may meet in Executive Session but may take no vote except in open session.
Section 8. At any meeting of the Board of Trustees the presence of a majority of the members shall constitute a quorum.
Section 9. There shall be an Executive Committee consisting of the President, Vice President, Secretary, and Treasurer.
Section 10. The Board of Trustees shall have full charge of the property, insurance and business of the Church with full power and authority to manage same, subject to the instruction of the voting membership of the Church and the rules governing expenditures from the Continuity Fund as provided in Article XI Section 2.
Section 11. The Board of Trustees shall appoint chairs of required committees and such other committees as it may deem necessary.
Section 12. All withdrawals (disbursements) from all Church accounts (including but not limited to checking, savings, investment accounts, financial asset holding accounts) shall require two signatures. Authorized signatories shall be the Church officers. The Treasurer shall be bonded.

ARTICLE VII. INDEMNIFICATION CLAUSE
All Officers, Trustees and Agents of the Church, including Religious Education Directors, Office Administrators, Lay Leaders and Committee Chairs, acting for the Church and who have acted in good faith within what they reasonably believed to be the scope of their authority and for purposes which they reasonably believed to be in the best interests of this Church and its members, shall be defended, held harmless, and indemnified if any litigation is commenced against any or all of them during their term of office, or at any time in the future after they leave office, concerning their actions as agents of this Church. This Church shall defend them, hold them harmless and indemnify them for any and all costs, judgments and all other expenses, including attorney fees reasonably incurred, if named in a lawsuit by any person or organization seeking damages against them. The Church shall maintain insurance to cover this liability.

ARTICLE VIII MINISTER
Section 1. The Board of Trustees shall be responsible for calling a special meeting of the congregation when a search for a Minister is required. The voting members of the Church shall elect a seven (7) - member Ministerial Search Committee for the search. All members of the Ministerial Search Committee shall be voting members of the Church.
Section 2. The Board of Trustees shall provide a proposed Agreement for Professional Services by direct negotiation with the candidate selected by the Ministerial Search Committee. The Minister shall not be an "employee" of the Church.
Section 3. Upon written request by the Ministerial Search Committee the Board of Trustees shall call a special meeting of the congregation to consider and vote on the candidate and the proposed Agreement for Professional Services.
Section 4. The Minister shall be called and the proposed Agreement for Professional Services confirmed by a four-fifths (4/5) majority of the voting members of the Church present at any meeting legally called for the purpose. A quorum for such a meeting shall consist of forty (40) percent of the voting members.
Section 5. The Minister's call may be revoked by a majority vote of the voting members of the Church present at any meeting legally called for the purpose. A quorum for such a meeting shall consist of forty (40) percent of the voting members. If a Minister's call is revoked then compensation shall be continued for three months after the date of revocation and in accordance with provisions of the Minister's Agreement for Professional Services.
Section 6. The Board of Trustees shall administer the Minister's Agreement for Professional Services. A copy of the Minister's Agreement for Professional Services shall be kept in the Church office, in the Minute Book of the Church. The agreement shall be signed by the Minister and the President of the Board of Trustees.
Section 7. The Minister shall have freedom of the pulpit as well as freedom to express his or her personal opinion outside the pulpit.
Section 8. The Minister shall be charged with the conduct of worship services; with pastoral care, visitation and counseling for the congregation; with cooperation with the Unitarian Universalist denomination; and with cooperation in such inter-denominational and civic causes as are compatible with the philosophy of the liberal church.
Section 9. The Minister shall be an ex-officio non-voting member of the Board of Trustees and of committees and shall assist and advise all Officers and committees, promoting harmonious functioning of the total Church program and organization.
Section 10. Any person called to the Ministry of this Church shall be in Fellowship with the UUA.

ARTICLE IX. FISCAL YEAR
The fiscal year of this Church shall be July 1 to June 30.

ARTICLE X COMMITTEES
Section 1. Establishment. The Board of Trustees shall establish such committees as are required by these bylaws and such other standing or special committees as are deemed appropriate for the effective operation of the Church. The Chair of each committee shall be a voting member of the Church, appointed by the Board of Trustees.
Section 2. Required Committees. The following shall be required to be established:
Nominating
Finance
Canvass Committee
Continuity Fund
Membership
Religious Education
Religious Services
Property Management
Committee on Ministry
Bylaw Review
Section 3. Nominating Committee. The Nominating Committee shall consist of three (3) members elected at each annual meeting. The President shall convene the first meeting of the Nominating Committee in January of each year, at which time the committee shall elect its own Chair. The Nominating Committee shall select a slate of nominees for all Officer positions, the expiring Trustee(s), and members of the Nominating Committee. All nominations shall be with the consent of the nominees. Nominations shall be published thirty (30) days prior to the annual meeting. The Nominating Committee Chair shall be the Presiding Officer for the elections and shall conduct the elections at the annual meeting. Nominations may also be made from the floor.
Section 4. Finance Committee. The Finance Committee shall consist of the Treasurer and at least two (2) voting members selected by the Board of Trustees who are not members of the Board of Trustees. The Treasurer shall not Chair the Committee. Its primary functions shall be to (1) manage all Church assets except those in the Continuity Fund; (2) manage the Church insurance program, (3) arrange for all audits, (4) prepare a proposed annual Church operating budget and (5) such other functions as the Board of Trustees may direct.
Section 5. Committee on Ministry.
5.1 The functions of this committee are to serve as a support group for the Minister and as a communication channel between the Minister and the congregation.
5.2 The committee shall consist of at least three (3) members except that in the first year of the Minister's tenure all seven (7) members of the former Search Committee shall serve as the Committee on Ministry.
5.3 During the second year of the Minister's tenure the committee shall include at least two (2) members of the former Search Committee plus one (1) newly appointed member who are appointed according to paragraph 5.4 below. The tenure of the former Search Committee members shall expire at the end of their third year of service on this committee.
5.4 All new members to the Committee on Ministry shall be appointed by the Board of Trustees from a list of Church members submitted by the Minister. For all appointments the Minister shall submit twice the number of names as there are openings. All appointments shall be for a period of two (2) years.
5.5 All new members of the Committee on Ministry shall serve staggered terms of two (2) years each.
Section 6. Ministerial Search Committee.
6.1 A Search Committee shall be elected following a vote of the membership to call a minister.
6.2 The Search Committee shall consist of seven (7) members of the Church who shall be elected at a special meeting of the membership.
6.3 A member of the Search Committee who is a member of the Board of Trustees shall not be the Chair of the Search Committee.
6.4 The Search Committee shall function in accordance with appropriate policies and rules of the UUA and with the guidance of the District Ministerial Settlement Representative.
6.5 Once the Search Committee has selected a Ministerial Candidate, a report about the candidate shall be prepared by the Search Committee and presented to the Board of Trustees. The Board of Trustees shall then prepare a proposed Agreement for Professional Services by direct negotiation with the Ministerial Candidate. The Ministerial Candidate and the proposed contract shall then be presented to the membership for the required confirming vote.
6.6 Following a successful search for a Minister and a call by the required vote of the membership, the full seven (7) member Search Committee shall serve as the Committee on Ministry.
6.7 A Search Committee may be formed by the Board of Trustees to search for other professional staff of the Church, (e.g., Director of Religious Education, Assistant Minister, Associate Minister), if so voted by the Board of Trustees or by the membership.

ARTICLE XI. CONTINUITY FUND: The Continuity Fund was established as an addendum to the bylaws by a vote of the membership on July 11, 1999.
Section 1. Purpose. The Continuity Fund, hereinafter called the Fund, shall be an account separate from all other church accounts. It shall be used as a place in which gifts donated to advance the long-term mission of the Church are received and shall be deposited. This account shall receive gifts, bequests, devises and other long-term funds as part of the Church,s planned giving program.
Section 2. Use of the Fund. The use of the Fund shall be limited to:
2.1 Building acquisition and major building improvements.
2.2 Major building repair, including roof repair, paving and other similar non-operational maintenance items.
2.3 Purchases of equipment and furniture on other than an operational basis.
2. 4 The Fund shall not be used for ordinary operating expenses of the Church. For purposes of this section building repair, purchases of equipment or furniture, or building improvement in an amount that is more than four thousand dollars ($4,000) shall not be deemed as "ordinary operating expense".
Section 3 Plan of Operation of the Fund
3.1 The Fund shall be managed by a Continuity Fund Committee (hereinafter called the Fund Committee) that shall be composed of the Treasurer of the Board of Trustees and at least two (2) voting members of the Church who are selected by the Board of Trustees who are not members of the Board of Trustees and who shall serve two year terms.
3.2 The Board of Trustees may by a majority vote fill any vacancies on the Fund Committee.
3.3 The Fund Committee shall select a chairperson who shall conduct the meetings and keep minutes of the decisions of the committee. The Treasurer of the Board of Trustees shall not chair the Fund Committee. The chairperson shall report to the Board of Trustees at the Board Meeting following each Fund Committee meeting and to the Church membership at the Annual Meeting.
3.4 A quorum of three shall be required for the Fund Committee to make a decision, which shall be made by majority vote. The Fund Committee shall meet no less than twice a year, but may meet formally or informally on a more frequent basis. The Fund Committee chair shall give reasonable notice of committee meetings.
3.5 The Board of Trustees may make such provision as it deems appropriate for annual reporting, monitoring and audit of the Fund, and may charge the expenses of any audit to the Fund. Nothing herein shall require the Board of Trustees to commission an annual audit of the Fund, but shall authorize the Board of Trustees to do so if it deems advisable.
Section 4 Fund Accounts
4.1 The Fund Committee is authorized and directed to open a depository account at an FDIC-insured institution, under the name Unitarian Universalist Church of the Verdugo Hills Continuity Fund. The Committee is also authorized and directed to open a securities account at a SPIC-insured institution under the name Unitarian Universalist Church of the Verdugo Hills Continuity Fund.
4.2 The account(s) shall be structured so that withdrawals shall be made only by joint signature of the Treasurer of the Board of Trustees and the chairperson of the Fund Committee.
4.3 The Fund Committee may receive gifts and bequests from the congregation, whether of principal or income, and shall deposit such gifts and bequests in such accounts as have been opened to hold assets of the Fund.
4.4 The Fund Committee shall by majority vote determine the investments of the Fund.
4.5 The Fund Committee shall take affirmative steps to invest the Fund only in socially responsible investments. Such investments are limited to the following: federally insured deposits, United States treasury note, bond, and certificates, federally backed instruments and instruments of federal instrumentalities, FDIC- insured certificate of deposits, corporate bonds of publicly-traded Fortune 500 companies rated at least investment grade, and socially responsible mutual funds.
4.6 The Fund may also hold gifts of real estate, personal property, securities or property of any kind which have been received "in kind". Gifts and bequests, and income on such gifts and bequests, shall accumulate in the Fund until such time as a withdrawal is authorized as set forth herein by the Fund Committee and the Board of Trustees.
Section 5 Withdrawals/Expenditures From the Fund.
5.1 Withdrawals/Expenditures from the Fund set forth in Article XI Section 2 may be approved only by a majority vote of the Board of Trustees of the Church. The Board of Trustees shall approve expenditures from the Fund only for the purposes set forth in Article XI Section 2.
5.2 Upon approval of a withdrawal/expenditure from the Fund by the Board of Trustees, the funds to be expended shall be moved to the general fund of the Church, and disbursed only for the designated purpose. Withdrawals from the Fund shall require the signatures of the Treasurer of the Board of Trustees and the Chair of the Fund Committee.
5.3 Ordinary expenses of investing and holding assets, such as brokerage fees, agents, commissions, account fees, and other expenses may be charged to the Fund. The Board of Trustees shall approve entry into any agreements that require payment of such expenses.
5.4 Transfers of all or part of the Fund assets from one bank account or brokerage account to another may be made upon the signatures of two members of the Fund Committee.
5.5 Transfers among investments at a single bank or brokerage account may be made by the chairperson of the Fund Committee following a majority vote of the Fund Committee.
Section 6 Liability
6.1 The Fund Committee shall in no circumstances be liable for any losses incurred in the investment of the assets of the fund except to the extent that such losses were caused by bad faith, self-dealing, knowing defalcation or fraud.
6.2 No Fund Committee member shall have any liability for the acts of the Fund Committee taken in good faith.
6.3 No Fund Committee member shall be liable for the acts of another Fund Committee member.
6.4 No Fund Committee member may engage in self-dealing or any transactions involving the assets in the fund.
6.5 The members of the Fund Committee shall be entitled to those privileges and indemnities granted to members of the Church Board of Trustees in Article VII of these by-laws.

Section 7 Amendments
7.1 Amendments to Article XI require a two-thirds vote of a quorum of voting members present at a congregational meeting or two-thirds written consent of all voting members of the Church.

ARTICLE XII AMENDMENTS
The bylaws, so far as allowed by law, may be amended or repealed by the following procedures:
Section 1. The Board of Trustees shall review the bylaws in February of each year and make written recommendations to the membership of any proposed changes thirty (30) days in advance of the annual meeting.
Section 2. Any petition to amend the bylaws, signed by at least twenty-five (25) percent of the membership, shall, with a call to a meeting, be mailed to all members at least thirty (30) days prior to the designated meeting date.
Section 3. Any amendment to these bylaws must be passed by a two-thirds (2/3) majority of those voting members present at the meeting.

ARTICLE XIII DISSOLUTION
Should this Church cease to function and the membership vote to disband, after compliance with the laws of the State of California and the Articles of Incorporation of the Church, any assets of the Church will be transferred to the Unitarian Universalist Association or other non-profit Unitarian Universalist religious organization, as designated by a vote of the membership at an annual or special meeting.