Comparison Chart of Current and Proposed Bylaws


Comparison Chart of Current and Proposed Bylaws
First Religious Society, Unitarian Universalist, Newburyport, Massachusetts
                                                
Constitution and By-laws
                                                                                    Title of document added
ARTICLE I
Name
The name of this religious corporation shall be the First Religious Society, Unitarian Universalist, in Newburyport, MA.
ARTICLE I
Name
The name of this religious corporation shall be the First Religious Society, Unitarian Universalist, in Newburyport, Massachusetts.
No change, except to spell out Massachusetts
ARTICLE II
Purpose
Section 1. Its purpose is set forth in its covenant in keeping with the original purpose of the Society since the day of its founding:- "In the love of Truth and in the spirit of Jesus we unite for worship of God and service of humanity."
Section 2. "In keeping with the Purposes and Principles of the Unitarian Universalist Association, this church affirms and promotes the full participation of all persons in our activities and endeavors, including membership, programming, hiring practices, and the calling of professionals; without regard to race, color, gender, physical or mental challenge, affectional or sexual orientation, age, class, or national origin."
ARTICLE II
Purpose
Section 1.  Its purpose is set forth in its Affirmation of Faith in keeping with the original purpose of the Society since the day of its founding: “Love is the doctrine of this church, the quest of truth is its sacrament, and service is its prayer.  To dwell together in peace, to seek knowledge in freedom, to serve humankind in fellowship, to the end that all souls shall grow into harmony with the Divine.  Thus do we covenant with each other and with God.”
In addition to the Affirmation of Faith, the First Religious Society maintains Vision and Mission Statements which are periodically revisited and revised, and guide the congregation and its endeavors.
Section 2. "In keeping with the Purposes and Principles of the Unitarian Universalist Association, this church affirms and promotes the full participation of all persons in our activities and endeavors, including membership, programming, hiring practices, and the calling of professionals; without regard to race, color, gender, physical or mental challenge, affectional or sexual orientation, age, class, or national origin."
Section 1 is expanded to align our purpose with our Affirmation of Faith.
It also acknowledges the vision and mission of the Society and suggests that it be revisited periodically to keep it current.
Section 2 was not changed.
ARTICLE III
Membership
Section 1. Any person, who accepting the purposes of the church, which are the same as those of the Society, shall upon written application, be deemed a member of this church.
Section 2. Any person 15 years of age or older, and a member of the church, will be a member of the Society.
Section 3. Membership may be terminated by written resignation, or transferred by a member's request. After a member has left the Newburyport area for more than one year, or has not participated in the life of the Church for a period of more than two (2) years, such person will become a candidate for removal from membership by recommendation of the Parish Committee, such removal to take effect by vote of the Parish.
ARTICLE III
Membership
Section 1. Any person 15 years or older may become a member of the First Religious Society  by filling out a written application and affirming the purposes of the Unitarian Universalist Association and the First Religious Society, Unitarian Universalist, in Newburyport, and resolving to participate in worship and other activities of the Church.
After joining the Society, there is an expectation that a member will support the Society and its mission through personal participation, financial participation, or both.
Section 2. A member’s name will be removed from the membership roll upon the member’s death or the written request by the member to the Clerk.
After a member has left the Newburyport area for more than one year, or has not participated in the life of the Church for a period of more than two  years, such person will become a candidate for removal from the membership roll after a vote of the Parish.

Section 1 was changed to incorporate the current Section 2 into one section, as well as to state pragmatically the method for becoming a member.
It also states an expectation for participation and support without defining what that expectation is.  In true UU form, it is up to each individual to define that for him or herself.
Section 2 in the proposed set of bylaws seeks to clarify the terms of resignation or termination of membership.  It does not change the substance or intention of the original section.
ARTICLE IV
Meetings
Section 1. The Annual Meeting of the Society shall be held between May 15 and May 31. The day shall be set each year by the Parish Committee with at least sixty (60) days notice to members.
Section 2. Special meetings of the Society may be called by the Parish Committee and shall be called by them upon the written request of ten voting members of the Society.
Section 3. All meetings shall be warned by the Clerk of the Society, or such member of the Society as the Parish Committee may name, by causing a true copy of the warrant to be posted in the church 8 days at least, including 2 Sundays, before the day of holding the meeting. The business to be transacted at any meeting of the Society shall be specified in the warrant for that meeting.
Section 4. Ten percent (10%) of the membership, and no less than 30 members, shall constitute a quorum with the following exceptions: for the annual meeting, or at any other duly constituted meeting to conduct business regarding contracts with the minister, or to approve expenditures in excess of $25,000, twenty percent (20%), and no less than 50 voting members, shall constitute a quorum.
Section 5. All meetings shall be conducted in accordance with Robert's Rules of Order, and voting by proxy shall not be permitted at any meeting of the Society.
ARTICLE IV
Meetings
Section 1. The Annual Meeting of the Society shall be held in May. The day shall be set each year by the Parish Board with at least sixty (60) days notice to members.
Section 2. Special meetings of the Society may be called by the Parish Board and must be called by them upon the written request of at least thirty members or 10% of the voting members, whichever is greater.
Section 3. All meetings shall be warned by the Clerk of the Society, or such member of the Society as the Parish Board may name, by causing a true copy of the warrant to be posted in the church 8 days at least, including 2 Sundays, before the day of holding the meeting. The business to be transacted at any meeting of the Society shall be specified in the warrant for that meeting.
Section 4. Ten percent (10%) of the membership or 30 voting members, whichever is greater, shall constitute a quorum at most meetings of the Society. Twenty percent (20%) of the membership or 60 voting members, whichever is greater, shall constitute a quorum for the annual meeting, or for amending the Constitution and By-laws. Twenty percent (20%) of the membership or 60 voting members, whichever is greater, shall constitute a quorum for any other duly constituted meeting to conduct business regarding contracts with the minister or to approve expenditures of more than $25,000. The quorum necessary to call a minister or terminate his or her tenure shall be thirty-three (33%) of the  membership. The quorum necessary to dissolve the Society shall be fifty percent 33% of the  membership. 
Section 5. All meetings shall be conducted in accordance with Robert's Rules of Order, and voting by proxy shall not be permitted at any meeting of the Society.


Section 1 expands the range of time that the Society has to call the Annual Meeting from a two week period to a four week period. This allows more flexibility in planning.
Section 2 is changed first in the designation of the Parish Committee, to the Parish “Board” which better defines their function, and second to expand the number of members required to call a special meeting from 10 members to 30 or 10%, whichever greater.  The rationale here is to ensure that a special meeting has the favor of a significant number of members.
Section 3 does not change.
Section 4 was changed first in its construction of what constitutes a quorum for the Annual Meeting to keep it consistent throughout (aligning it with the former ARTICLE stating the necessary quorum for calling a special meeting).  It also changes the number that constitutes a quorum for conducting business in excess of $25,000, or regarding the minister’s contract from 50 to 60, again to create consistency and to reflect a growing membership.  Finally, it adds a statement regarding a quorum necessary to terminate the minister’s contract. This was added to ensure clarity should the membership ever see the need to act in this regard.
Additional language added to specify quorums necessary for amending the By-laws or dissolving the Society.
Section 5 was not changed.
ARTICLE V
Officers
Section 1. Officers shall be elected by the Society. All officers shall be members of the Society.
Section 2. At each annual meeting there shall be elected a Moderator, a Clerk, a Treasurer, who shall be bonded, an Auditor, and the Chairpersons of the following committees: Finance, Religious Education, Music, Membership, Denominational Affairs, Social Action, Community Human Services, Building, Hospitality, Rainbow GLBT, Adult Education, Worship, and Historical.
Section 3. There shall also be elected at each annual meeting one Trustee and three members of the Parish Committee who shall serve for three years or until their successors have been elected. No member of the Parish Committee who has served a full three-year term shall be re-elected until after the expiration of one year.
Section 4. There shall also be elected at a congregational meeting, delegates to the Unitarian, Universalist Association. This shall be done in accordance with the By-laws of the Unitarian Universalist Association.
Section 5. Any officer may be removed from office by a majority vote of the members at a duly constituted meeting.
ARTICLE VI
Officers
Section 1. Officers shall be elected by the Society. All officers shall be members of the Society.
Section 2. At each annual meeting there shall be elected a Moderator, a Clerk, a Treasurer, who shall be bonded, an Auditor and a Chair of the Finance Committee.
Section 3. There shall also be elected at each annual meeting one Trustee and three members of the Parish Board who shall serve for three years or until their successors have been elected. No member of the Parish Board who has served a full three-year term shall be re-elected until after the expiration of one year.
Section 4. There shall also be elected at a congregational meeting, delegates to the Unitarian Universalist Association’s General Assebly. This shall be done in accordance with the By-laws of the Unitarian Universalist Association.
Section 5. Any officer may be removed from office by a majority vote of the members at a duly constituted meeting.

The first change in this ARTICLE is the order in which it appears in the document.  It will follow the ARTICLE on the minister in the proposed version (see the proposed document in its final draft here).
Section 1 was not changed.
Section 2 was changed to indicate significantly fewer officers than we currently have. This is reflective of changes made to standing committees (see ARTICLE IX).
Section 3 has not changed in substance.
Section 4 has not changed.
Section 5 has not changed.
ARTICLE VI
Board of Trustees
Section 1. The Board of Trustees shall consist of five members, including the Chairperson of the Parish Committee, the Treasurer of the Church, and three members elected by the Society, one to be elected each year for a three-year term. Trustees may be re-elected for a second, consecutive three-year term. No member of the Board of Trustees who has served two three-year terms shall be re-elected until after the expiration of one year. The Chairperson of the Parish Committee shall serve as Chairperson of the Board of Trustees and the Treasurer of the Church shall serve as Treasurer of the Board of Trustees.
Section 2. The Trustees shall hold all permanent funds now held or hereafter acquired by the Society, and such other funds as may be turned over to them by a vote of the Parish Committee or Society.
The Trustees shall have the duty to manage all funds and securities coming into their hands as such Trustees, with power to invest, re-invest and do all things necessary to the proper management of said funds, including, without limiting the generality of the foregoing, the power to make assignments and transfers without specific vote of the Society. They shall pay over to the Treasurer, the income according to the terms of their trust and shall report their activities to the Society at the Annual Meeting and to the Parish Committee upon its request.
Section 3. The Treasurer shall have the authority to sign necessary documents for the Board of Trustees and in his/her absence, the Chairperson of the Board of Trustees may sign for the Board.
Section 4. The trustees shall not pay over to the treasurer any amounts of principal except as may be voted on by the membership at any duly constituted meeting, provided such payments are not in violation of the terms of the trust or in breach of the fiduciary duties of the trustees.
ARTICLE VIII
Trustees of the Endowment
Section 1. The Trustees of the Endowment are called by the congregation to be the fiduciary manager of all permanent funds now held or hereafter acquired by the Society, and such other funds as may be turned over to them by a vote of the Parish Board or Society. In this role the trustees will act to secure the financial wellbeing of the Society both in the present and the future. They will report directly to the Society; however they will be available as needed to the Parish Board for strategic guidance in assisting the Board in their charge of the conduct of the Society’s business affairs.
The trustees shall have the duty to manage all funds and securities coming into their hands as such Trustees, with power to invest, re-invest and do all things necessary to the proper management of said funds, including, without limiting the generality of the foregoing, the power to make assignments and transfers without specific vote of the Society.
Section 2. The Trustees shall consist of five members, including the Chairperson of the Parish Board, the Treasurer of the Church, and three members elected by the Society, one to be elected each year for a three-year term. Trustees may be re-elected for a second, consecutive three-year term. No member of the Trustees of the Endowment who has served two three-year terms shall be re-elected until after the expiration of one year. The Chairperson of the Parish Board shall serve as Chairperson of the Trustees of the Endowment and the Treasurer of the Church shall serve as Treasurer of the Trustees of the Endowment.
Section 3. The Treasurer shall have the authority to sign necessary documents for the Trustees of the Endowment and in his/her absence, the Chairperson of the Trustees of the Endowment may sign for the Trustees.
Section 4. The Trustees shall pay over to the Treasurer, the income according to the terms of their trust and shall report their activities to the Society at the Annual Meeting and to the Parish Board upon its request. The Trustees shall not pay over to the Treasurer any amounts of principal except as may be voted on by the membership at any duly constituted meeting, provided such payments are not in violation of the terms of the trust or in breach of the fiduciary duties of the Trustees.
The most significant change in this ARTICLE is the change in name from Board of Trustees to Trustees of the Endowment.  The rationale is that the name Trustees of the Endowment most clearly identifies their purpose.  It was also thought that using the word Board would confuse members with the Parish Board.
This ARTICLE was also modified to create a better flow of language.
Section 1 changed to create a purpose statement, again to succinctly clarify their role. It incorporates part of the current Section 2 language.
Section 2 in the proposed ARTICLE is much the same as Section 1 in the current document. Again, sections were moved around for better flow.
Section 3 was not changed.


Section 4 was added upon in the first sentence, where it clarified their obligation to report their activities to the Society and the Parish Board if requested.







Specifies the Chairman of the Trustees of the Endowment, who is also the Parish Board Chair as noted in Section 2.
ARTICLE VII
Leadership Council
Section 1. The Leadership Council shall consist of the heads of all permanent committees and organizations of the Society.
Section 2. The Council shall meet at such intervals as it desires or upon the call of the Chairperson to consider the general welfare of the Society. They shall make such recommendations to the Parish Committee as they deem advisable.
Section 3. The minister shall serve as Chairperson of the Leadership Council.
ARTICLE XII
Leadership Council        
Section 1. The Leadership Council is an advisory body that promotes communication and cooperation among present church leaders and promotes development of future church leaders.
Section 2. The Leadership Council shall consist of all members of the Society who are called to leadership in the church including, but not limited to, officers and leaders of programs and task forces.
Section 3. The Council shall meet as it desires or at the call of the staff leadership to consider the general welfare of the Society. Its members shall make such recommendations to the Parish Board as they deem advisable.
Section 4.  The Minister or his or her designee shall serve as Chairperson of the Leadership Council.
This ARTICLE changed significantly.
In Section 1  a purpose statement was added that clarifies its role.
Section 2 is changed to indicate that the council is open to any member who feels called to leadership along with those who are elected.  Again, this is purposeful, with the intention that it will foster leadership in its inclusivity.
Section 3 is changed to indicate that meetings can be called by the staff leadership rather than the chairperson.
Section 4 allows the Minister to designate a chairperson.
ARTICLE VIII
Fiscal Year
The fiscal year shall end June 30th.
ARTICLE X
Fiscal Year
The fiscal year shall end June 30th.

No changes were made except in the order in which it appears in the document.
ARTICLE IX
The Minister
Section 1.The minister shall be chosen and his/her salary determined by vote of the Society at a duly called meeting. The minister shall have his/her ministerial credentials with the Unitarian Universalist Association thus insuring his/her commitment to professional ethics as indicated by the Unitarian Universalist Minister's Association code of Ethical Practices.
Section 2. The minister shall be in charge of all meetings held in the church and will be an advisory non-voting member of all church committees.
It shall be the duty of the minister to bring to the attention of the Parish Committee any matters which seem to him/her pertinent to the general welfare of the church, and to make such recommendations as seem to him/her proper. However, the final decision in matters of policy and procedure shall remain with the Parish Committee or a legal meeting of the Society.
Section 3. If either party so desires, a three months' notice shall be given before the resignation or dismissal of the minister becomes effective.
ARTICLE V
The Minister
Section 1.  The Minister shall be responsible for the conduct of worship within the church and the membership’s spiritual interests and affairs.  The Minister shall have freedom of the pulpit as well as freedom to express his or her opinion outside the pulpit.  The Minister shall have his or her ministerial credentials with the Unitarian Universalist Association thus insuring his or her commitment to professional ethics as indicated by the Unitarian Universalist Ministers Association Code of Ethical Practices.
Section 2.  The Minister shall be a nonvoting, ex-officio member of all boards and committees of the church; except for the Governance Committee of the Parish Board, on which he or she shall not serve.
It shall be the duty of the Minister to bring to the attention of the Parish Board any matters which seem to him/her pertinent to the present welfare of the church, and to make such recommendations as seem to him or her proper.  However, the final decision in matters of policy shall remain with the Parish Board or a legal meeting of the Society.
Section 3.  When a Minister is to be called, the Parish Board shall establish a Ministerial Search Committee, half of whom shall be appointed by the Parish Board and half elected by the congregation, for the purpose of recommending to the church a candidate for Minister.
a.       The Minister shall have indefinite tenure.
b.       The quorum necessary to call a Minister or terminate his or her tenure shall be thirty-three percent of the voting membership (as per ARTICLE IV, Section 4).
c.        The church may choose a new Minister  by a three-fourths vote of the  members present at a special meeting called for that purpose.
d.       The church may terminate the Minister’s tenure by a three-fourths vote at a special meeting called for that purpose.
e.       The Minister may resign at any time giving at least three months notice to the Parish Board, or upon any period of notice mutually agreeable between the Minister and the Parish Board.  In the event the church terminates the Minister’s tenure, he or she will be given at least three months notice.
The first change in this ARTICLE is in its number. It is now ARTICLE V vs. ARTICLE IX. 
Section 1 adds a layer of transparency to the role of the Minister in the first sentence by broadly clarifying its role, as well as assuring freedoms to the role. Otherwise this section has not changed.
The first paragraph of Section 2 is indicative of the changing face of a larger church. No longer is the Minister able to be in charge of all meetings held in the church, nor is it desirable to expect that.  As is appropriate in a policy based governance model, the minister works collaboratively with lay leaders. The Minister is a neutral, non-voting member of the committees and boards to allow for participation and guidance in decision making. In the UU model, the members own the decisions through their elected officers.  The exception to the Minister’s participation is the Governance Committee which exists primarily to monitor the governance process.  If the Minister is a problem in governance it is important that there by one body which can take up the matter without intimidation or interference.
The remainder of Section 2 remains the same.
Section 3 clearly identifies the process for calling a Minister.  Since this is something that is typically infrequent in the life of a church it is important to document for institutional memory.
This section also clarifies the nature by which a minister can be terminated as well as the acceptable terms of resignation. It also ensures indefinite tenure.
Extrapolated from Article XII (see page 15 of this document)
PARISH COMMITTEE
Section 1.The Parish Committee shall be composed of 12 members including the Clerk, the Treasurer, and the Chairperson of the Finance Committee. The remaining nine members shall be elected by the Society. Six members of the Parish Committee shall constitute a quorum.
Section 2. The Parish Committee shall have general charge of the property of the Society, and the conduct of all its business affairs, but no contract involving any expenditure of money exceeding $5,000 shall be made without a vote of the Society.
The Parish Committee shall control the administration of the Society and may appoint such persons and committees as they deem necessary.
The Parish Committee shall fill all vacancies of elected office, and persons so appointed shall serve until the next meeting of the Society.
The Parish Committee shall have the power of approval over committee appointments which shall be made by committee chairpersons.
At the first meeting of the Parish Committee after the Annual Meeting, the Parish Committee shall elect, if necessary, a Chairperson to serve for one year and a Chairperson Elect to serve as Vice-chair for one year. The Chairperson Elect will function as Parish Committee Chair the following year.
The Chairperson shall preside over meetings of the Parish Committee and make such decisions as may be required between regular meetings of the committee, all such decisions to be reported for approval to the full committee at the next meeting.
The Chairperson Elect will function as Chair in the absence of the Chair and perform other duties as deemed necessary and voted upon by the Parish Committee.
ARTICLE VII
Parish Board
Section 1. The Parish Board is the governing board of the First Religious Society. It is charged with maintaining the well-being of the FRS church community, its buildings and grounds, and its resources. Its purpose is to lead the Church towards fulfillment of the congregation’s stated mission.
Section 2. The Board delegates authority and responsibility for all of the church’s day-to-day operations to the FRS Executive Team (consisting at the very least of the Minister), except where specifically limited by policies written and approved by the Board.
Section 3. The Parish Board shall be composed of 12 voting members, including the Clerk, the Treasurer, and the Chair of the Finance Committee. The remaining nine voting members shall be elected by the Society to three-year terms, as set forth in ARTICLE V.  The Minister and Business Administrator shall serve as ex-officio (i.e. required but non-voting) members. Six voting members of the Parish Board shall constitute a quorum.
Section 4. No contract involving any expenditure exceeding $7,000 shall be made without a vote of the Society.
Section 5. The Parish Board may appoint task forces and standing committee members to support its work.  The Parish Board shall fill all vacancies of elected office and, and persons so appointed shall serve until the next Meeting of the Society.  
Section 6. At the first meeting of the Parish Board after the Annual Meeting, the Board will elect a Chair to serve for one year and a Chairperson Elect to serve as Vice-Chair for one year. The Chairperson Elect will function as Parish Board Chair the following year.
The Chair shall preside over meetings of the Parish Board and make such decisions as may be required between regular meetings of the Board, all such decisions to be reported for approval to the full Board  at the next meeting. 

The Chairperson Elect will function as Chair in the absence of the Chair and perform other duties as deemed necessary by the Chair and the Parish Board.
Section 7. The Parish Board has the authority and responsibility to recommend to the Society that it vote to remove Board members involved with serious conflicts of interest; acts injurious to the Church’s property, financial status, or congregational well-being; or violations of the Parish Board’s covenant.
This is a new article which distinguishes the Parish Board’s role from that of a committee.  In the current bylaws the Parish Committee is embedded in the list of committees in Article VII. In the proposed bylaws it is recognized as the main governing body of the church, a role that it has always had, but without the clarity.
Policy based governance shifts the role of the Parish Board to one of oversight and policy creation, whereas the Parish Committee was charged with the operation of the church. With a very competent Minister and Business Administrator team, the Parish Board can focus their attention on strategic planning and policy oversight.
Section 1 clarifies its purpose.
Section 2 clarifies its role in oversight vs. management.
Section 3 defines the terms of its members, which is not changed in substance from the current Parish Committee definition in Section 1.
Section 4 raises the dollar amount from $5000 to $7000 which defines the limits of their authority to spend before going to the membership for a vote.  This is a conservative increase.
Section 5 is not substantively different from the current Parish Committee bylaws.
Section 6 does not differ in substance to the current bylaws.
Section 7 is new, and serves as a reminder of the responsibility it has to the membership to serve without self-serving interests.
ARTICLE X
Amendments
The Constitution and By-laws, so far as allowed by law, may be amended or repealed at any meeting of the Society by a two-thirds vote of those present and voting. Notice of any proposed changes shall be contained in the notice of the meeting.
ARTICLE XIII
Amendments
The Constitution and By-laws, so far as allowed by law, may be amended or repealed at any meeting of the Society by a two-thirds vote of those present and voting. A quorum for purposes of amending the Constitution and By-laws shall consist of twenty percent (20%)  or 60 voting members, whichever is greater as set forth in Article IV.  Notice of any proposed changes shall be contained in the notice of the meeting.
There is no change to this article except in its placement towards the end of the document.
Quorum added for clarity.
ARTICLE XI
Use of Buildings
Section 1. No meeting or event other than worship, marriage, christenings and funerals shall be held in the sanctuary without permission of the Parish Committee.
Section 2. Any committee or organization of this Society shall have use of the Parish Hall or Lower Meetinghouse providing their activities do not conflict with a previous reservation made by another group.
Section 3. No outside organization or group will have the use of the Parish Hall or Lower Meetinghouse without the expressed consent of the Parish Committee.
ARTICLE XI
Use of Buildings
Section 1. The purpose of the Church buildings is to serve the Church, its members, and its community in conformity with the  Principles of the Unitarian Universalist Association  
Section 2. Besides worship services, weddings, child dedications and funerals, no meeting or event shall be held in the sanctuary without permission of the Parish Board.
Section 3.  Permission for use the Parish Hall or Lower Meetinghouse or any other space owned by the Church, other than the sanctuary, shall be managed by staff according to Parish Board policies.
Section 1. This article was changed first to define the purpose of the buildings in Section 1.
To be parallel to terminology referenced in Article II, Section 2)

Section 2 remains much the same as the current Section 1, the difference being in the wording rather than the substance.
Section 3 recognizes that managing the use of buildings is an operational issue that belongs in the hands of the staff. It also recognizes the Parish Board’s oversight in its policies, which are carried out by staff.

Section 4 is removed as it would be redundant.
ARTICLE XII
Committees
All Committees, unless otherwise stated, shall be composed of at least seven (7) members, but may be increased from time to time by the chairperson of the committee to any number he/she deems advisable.
ADULT EDUCATION COMMITTEE
Section 1. It shall be the duty of this committee to plan and supervise programs designed to meet the education and spiritual needs of adults in the church community, and to make such recommendations to the Parish Committee as they deem necessary.
BUILDING AND GROUNDS COMMITTEE
Section 1. It shall be the duty of this committee to be responsible for the care and upkeep of all property and buildings belonging to the Society.
COMMITTEE ON THE MINISTRY
This committee shall provide a communications channel between the Minister and the membership, seeking to hear concerns without judgment and passing them on to the minister or the membership. The committee shall be responsible for periodically surveying the congregation on the state of the Society. Annually the committee shall evaluate the Minister's performance, set goals, and make recommendations for changes in compensation. The Committee shall consist of four members, each serving a four-year, staggered term. Annually the nominating committee will present a new member for election from a list of three submitted by the minister.
DENOMINATIONAL AFFAIRS COMMITTEE
Section 1. It shall be the duty of this committee to keep the Society informed of denominational affairs and to make such recommendations to the Parish Committee as they deem necessary. 
FINANCE COMMITTEE
Section 1. It shall be the duty of this committee to raise all funds necessary for the maintenance of the church and the conduct of its affairs; to conduct the annual canvass; to prepare the budget which shall be submitted to the Parish Comm. for its approval before presentation to the annual meeting; and to make such recommendations to the Parish Committee as it deems advisable.
HISTORICAL COMMITTEE
Section 1. It shall be the duty of this committee to maintain artifacts, archives, and data relevant to the Parish, its properties and members. These materials will be available for the use of the Parish and the community.
HOSPITALITY COMMITTEE
Section 1. It shall be the duty of the committee: to appoint hosts and/or hostesses who will be responsible for Sunday morning Coffee Hours. This group also organizes the dinner and refreshments which are served at the Annual Meeting of the Society, First Night and May Breakfast.
COMMUNITY HUMAN SERVICES COMMITTEE
Section 1. It shall be the purpose of this committee to review the human needs that come to their attention.
Section 2. To undertake a course of action and to inform and enlist the parish members in human service projects.
Section 3. To support Unitarian Universalist projects that are within the human service field.
MEMBERSHIP COMMITTEE
Section 1. It shall be the duty of this committee to obtain new members for the church and Society, and to make such recommendations to the Parish Committee as they deem necessary.
MUSIC COMMITTEE
Section 1. It shall be the duty of this committee: to plan and supervise the musical program of the church, to recruit choir member members, to provide the necessary music and equipment, and to make such recommendations to the Parish Committee as they deem necessary.
NOMINATING COMMITTEE
Section 1. A Nominating Committee shall be named by the Parish Committee in January of each year.
Section 2. The Nominating Committee shall be composed of three members, one of whom may be an officer of the Society.
Section 3. The membership of the Nominating Committee shall be announced to the Society.
Section 4. The Nominating Committee shall submit nominees for all elective offices at the annual meeting of the Society.
Section 5. No person may serve on the Nominating Committee for three consecutive years.
PARISH COMMITTEE
The Parish Committee section was cut and pasted onto page 9 of this document so that the reader could better compare the current with the proposed section.
(See page 9 of this document)
RELIGIOUS EDUCATION COMMITTEE
Section 1. The Minister and Director of the Religious Education shall be ex-officio members.
Section 2. It shall be the duty of this committee: to plan and supervise the educational program of the church; to appoint teachers and substitute teachers; to provide classroom space and equipment, curriculum resources, library and all other resources adequate for the needs of all classes and functions; and to make such recommendations as they deem necessary to the Parish Committee.
SOCIAL ACTION COMMITTEE
Section 1.It shall be the purpose of this Committee to:
  • Inform themselves, the Parish and the community.
  • Make recommendations for a course of action.
  • Support denominational projects or initiate projects of their own, within the field of social responsibility.
RAINBOW GAY-LESBIAN-BISEXUAL-TRANSGENDER (GLBT) COMMITTEE
Section 1. Section 1. It shall be the duty of this committee to work to create a congregation more inclusive of lesbian, gay, bisexual, and transgender persons by providing opportunities and programs of outreach to the congregation and community.
WORSHIP COMMITTEE
Section 1. It shall be the duty of this committee to assist the minister in the conduct of worship services, and to plan and present worship services in the absence of the minister.
ARTICLE IX
Standing Committees
Governance Committee of the Parish Board
Section 1. The Governance Committee shall be responsible for ongoing review and recommendations to enhance excellence in governance and congregational leadership.  It shall do this by focusing on ongoing Board development, Board effectiveness, Board leadership, and succession planning for the Board and other FRS officers. 
Section 2. The Governance Committee shall assist the Parish Board in periodically evaluating the Board’s effectiveness, and shall submit nominees for all elective offices at the annual meeting of the Society.
Section 3. The Governance Committee shall be named by the Parish Board each year in June.
Section 4. The Governance Committee shall be composed of five members of the Society, at least one of whom serves concurrently on the Parish Board and who will serve this committee as its chair.  Term will be for two years, staggered.
Section 5. No person shall serve on the Governance Committee for more than four consecutive years.
Section 6. The membership of the Governance Committee will be announced to the Society.
Finance Committee
Section 7.  The Finance Committee shall be responsible for raising all the funds necessary for the maintenance of the Church and the conduct of its affairs; for conducting the annual canvass; for oversight of a planned giving program, and for assisting the staff in the preparation of the annual budget for approval by the Parish Board before its presentation at the annual meeting.
Section 8. The Finance Committee shall be responsible for lay oversight of the budget planning and performance and will advise the Parish Board as it deems advisable.
Section 9.  The committee shall be led by the Finance Committee Chair, who will serve as a member of the Parish Board.
This article is surely the largest change in the proposed bylaws and merits some discussion.
The intention of limiting the Standing Committees of the church is to follow the guidelines of policy based governance which recommends no standing committees except those that provide expert counsel regularly on policy for the benefit of the Parish Board.
These standing committees do just that.
The Governance Committee monitors and evaluates governance and incorporates the nominating process into its work, thus nullifying the current Nominating Committee.
The Finance Committee is a necessary ongoing counsel to the Parish Board as it helps it in its obligation to keep the church on budget.
Having said this, please note that all current committees listed to the left of this column don’t just go away!  They actually become programs of the church rather than committees and they are not bound by bylaws. They will continue to run themselves as programs, under the guidance of the Staff. They will exist as long as there are members interested in keeping them going.
It is important that it is understood that nothing is going to change for these committees through this bylaw change except that they will no longer be bound by the constraints of these bylaws.  The committees as they currently exist will be called programs and they will be operated as they are now, with guidance from the staff.
For citations regarding this Article, the sections  should all have their own number without duplications.
ARTICLE XIII
Specified parts of this Constitution and Bylaws may be suspended for a specified limited period by a 2/3 vote of those present at a duly called meeting of the Parish.
ARTICLE XIV
Suspension
Specified parts of the Society’s Constitution and By-laws may be suspended for a specified limited period, not to exceed one year,  by a  two-thirds (2/3) vote of those present at a duly called meeting of the Parish.  The quorum necessary for suspension of the Constitution and By-laws shall be twenty percent (20%) of the voting membership or 60 members, whichever is greater.
This ARTICLE was changed in its location in the document as well as by giving it a name.

Suspension should be temporary.  A year’s time limit is reasonable.
ARTICLE XV
Dissolution
Should this Church cease to function and result in a membership vote to disband, any assets of this Church will be transferred to the Unitarian Universalist Association or to another church within the Association, or to an organization whose goals support the stated mission of the First Religious Society, this transfer to be made in full compliance with whatever laws are applicable. Dissolution requires a two-thirds vote of those present and voting. The quorum necessary for dissolution of the Society shall be fifty percent (33%)  of the  membership
This new ARTICLE was added to create clarity in the disposition of assets should the membership ever vote to disband.







This should be a very high bar.

Originally drafted in the                Final draft 3/6/12
1960’s with minor amend-             For submission to Parish Committee
ments from time to time.                For their meeting 3/14/2012