Bylaws of the Unitarian Universalists of Greater Pittsburgh
Article I. Purpose Statement
The purpose of the Unitarian Universalists of Greater Pittsburgh is to support its member congregations and people who affirm the principles of Unitarian Universalism and identify as Unitarian Universalists by working together to achieve a common goal of promoting Unitarian Universalism.
Article II. Membership
The Unitarian Universalists of Greater Pittsburgh consists of Unitarian Universalist Association (UUA) member congregations, located in proximity to Pittsburgh, Pennsylvania and within the tri-state area of western Pennsylvania, eastern Ohio and northern West Virginia, also known by the UUA as the Pittsburgh Cluster, or "Cluster." Member congregations are classified as active or inactive depending upon whether they have paid their assessed dues in the preceding fiscal year. Inactive congregations may be dropped from membership if they remain inactive for 3 years.
Article III. Governance
A. Board of Directors: The member congregations of the will be represented at each Annual Meeting by delegates chosen by the Member Congregations for the purpose of electing a Board of Directors, which shall consist of 7 members. Members of the Board of Directors, hereinafter called the Board, are empowered to act on behalf of execute policies adopted by the membership, implement a mission statement and govern all the affairs.
B. The Board is responsible for establishing and implementing objectives and programs that further the purpose and mission.
C. The Board is to elect officers from among its members. The officers are: president, vice-president, secretary, and treasurer.
D. To fulfill its duties, the Board may, at its discretion, contract for services; employ personnel and determine their functions and remuneration; adjust line item budget allocations to stay within the overall approved budget; appoint committees to carry out the mission; and declare a vacancy in its membership should any Board member fail to attend three consecutive meetings.
E. The Board will provide for a Leadership Development Team, which will present a slate of directors annually.
F. Four directors shall be elected on the even year and three directors shall be elected on the odd year.
G. The Board may fill vacancies that occur between elections. The President may nominate a replacement for any vacancy, and the Board will vote to confirm.
Article IV. Terms of Office for Directors and Officers
A. Directors are elected for a term of two years. A Director may not serve more than three consecutive terms.
B. Officers serve a term of one year.
Article V. Duties and Responsibilities of Officers and Directors
A. President: The president is the chief executive officer and may exercise all the functions usually pertaining to the office of president of a corporation. The president is to preside at all meetings.
B. Vice-president: The vice-president presides at all meetings in the absence of the president.
C. Secretary: The secretary records the minutes of all meetings and is the custodian of all records and files.
D. Treasurer: The treasurer may exercise all the functions usually pertaining to the office of Treasurer and Controller of a corporation. The treasurer keeps the financial records. The treasurer calculates dues for each member congregation and sends timely invoices. The treasurer provides current financial information as needed. The treasurer drafts an annual budget estimate for the Board. The treasurer recommends and maintains banking relationships and pays promptly all approved bills and appropriations.
E. Directors: The Board is to maintain liaison with all member congregations. Communication will include, but are not be limited to
a. conveying activities to a newsletter or communications person in each congregation;
b. soliciting news of the congregational activities appropriate to be conveyed to the Board or to other congregations.
c. The directors act as members or ex officio members of assigned committees or projects.
d. The Directors may represent the Board at functions and events held by member congregations.
F. Immediate Past-President: The immediate past president serves as advisor and consultant to the officers and directors.
Article VI. Meetings
A. The annual meeting of member congregations will be held once during a fiscal year (July 1-June 30). The date, time and place are to be determined by the Board and notice sent to the constituency not less than ninety days in advance of the meeting. To allow time for adequate consideration, congregational requests for budget allocations and proposals for bylaw changes must be submitted to the Board at least sixty days before the annual meeting, for preliminary deliberation. The annual meeting will include reports on activities and functions, a financial report, provisions for election of Directors, plans for the coming year, and adoption of a budget for the coming year.
B. Other meetings of the assembled congregational delegates may be held at such times and places and for such purposes as are determined by the Board or upon petition by three member congregations. Notice of such meetings and their purpose must be given to all member congregations thirty days prior to the scheduled meeting.
C. Delegates to the annual meeting: Each member congregation may send delegates to the annual meeting. Each congregation is entitled to 1 delegate for the first 50 members or fraction thereof, plus 1 additional delegate for each additional 50 members or fraction thereof.
D. In addition, the following religious professionals serving or affiliated with congregations in good standing may be delegates:
a. ordained ministers serving a member congregation, including extension and interim ministers;
b. emeritus ministers of a member congregation;
c. community ministers who maintain active involvement and affiliation with a congregation;
d. commissioned lay ministers;
e. religious educators serving Cluster congregations who are active members of the Liberal Religious Educators Association (LREDA):
f. people unaffiliated with a congregation will be represented by a single delegate chosen at the Annual Assembly.
E. Congregations are "in good standing" if they have paid their assessed dues for the prior fiscal year. Individuals may not be seated as voting delegates if prior notice indicating that they do not represent the member congregation has been received by the Board from the president or board secretary of the member congregation or if such a determination is made by the Board. Any individual rejected by the Board will be extended privilege of the floor to petition the seated quorum of delegates to be seated as a voting delegate.
F. Quorum for meetings of assembled delegates: Delegates representing not less than 5 member congregations constitute a quorum for transaction of business at any meeting. Privileges of the floor may be extended to non-delegates in attendance at the discretion of the presiding officer.
G. Meetings of Directors: The Board generally meets at least four times a year, either face to face or via electronic means, at such time and place as may be determined by the Board. The meetings are for the purpose of reporting on each Board member's portfolio of responsibilities, voting upon proposals from the officers or any director, and reviewing any activity that is on-going or proposed, as stipulated by the bylaws, mission statement, policy, and budget directives. Meetings may be held more frequently as called by the president, or special meetings may be called by majority vote of a quorum of the Board voting. At the request of any Board member, an email or telephone poll will be accepted as notice for any otherwise unscheduled meeting.
H. Quorum for meetings of the Board: A quorum will be a simple majority of the currently serving members, whether participating in person or via electronic means.
Article VII. Fiscal Provisions
A. The annual budget will be supported by regular contributions from the member congregations, from fundraising activities and from any previously held funds. The Board will solicit annual dues from member congregations. Such dues will be determined on a per-member schedule and the rate will be ratified by the delegates of congregations present at an annual meeting. A change in the dues rate may be suggested by the Board and communicated to the constituent congregations at least thirty days in advance of presentation for ratification at the annual meeting.
B. The Board may receive and accept grants, gifts and bequests for the work and activities of the, but no such receipts will be accepted unless its purpose and restrictions, if any, are approved by the Board.
C. All requests by member congregations for new budget allocations by the Board must be made in writing sixty days prior to the annual meeting, for consideration of inclusion in the annual budget, to be published to the membership thirty days prior to the annual meeting and to be approved by the constituency at the annual meeting.
D. Dues, donations, gifts or net earnings from activities shall not inure to the benefit of private shareholders or individuals.
Article VIII. Amendments to the Bylaws
These bylaws may be amended at any meeting of a quorum of the assembled member delegates by a two-thirds vote of those delegates present, provided the proposed amendment (editorial changes not affecting the sense of the amendment excepted) will have been transmitted in writing to the member congregations at least thirty days prior to the meeting. Amendments to these bylaws will become effective immediately upon affirmative vote by the assembled delegates meeting for that purpose or at such future time as is determined by the resolution for adoption.
Article IX. Dissolution
In the event of the dissolution of the Unitarian Universalists of Greater Pittsburgh, all outstanding debts are to be paid, and the remaining assets, both real and personal, and including all property ever donated, shall be distributed to the member congregations in good standing, pro-rata based on the annual dues paid for the prior fiscal year, subject to all applicable laws. As each member congregation is tax exempt in its own right by virtue of IRS Sections 501(a), 501(c)(3) and 508(c)(1)(A), in no event shall remaining assets inure to the benefit of private shareholders or individuals
Adopted November 1, 2014
Revised November 16, 2019