A Comprehensive Guide to Writing Congregational Bylaws

Bylaws written on parchment.

Bylaws exist to support and enhance the functioning of the congregation. Good bylaws provide good process.

Bylaws are important in laying the groundwork for any organization. Although written in language to satisfy legal requirements, bylaws also encapsulate the vision, hopes, and dreams of the congregation. They help guide the congregational board, as well as deal with infrequent situations such as the calling of a minister and the purchasing of real estate. They are also a last resort in cases of disagreement on legal matters.

For all members, bylaws provide a part of the roadmap for getting involved in key decision making, which is particularly important to groups in historically marginalized communities.

Emerging Practices in Writing Bylaws

Large open book embedded in a pastoral scene with tree, chair and sunset

The Bylaws provide the formal structure of your congregation and allow for maintaining and changing that structure. Bylaws hold the highest level of authority of congregational guiding documents.

Bylaws do not need to include every matter of policy. Because bylaws are generally amended only through congregational meetings, nimble congregations will create policies, operating guidelines and procedures that stand apart from the bylaws to govern day-to-day matters. These can be amended more easily as needs evolve and change.

More on Emerging Practices

Who You Are

The word who in a yellow bubble

Deciding A Congregation's Name for the Bylaws

Choosing or changing the name of the congregation is an important decision, for it will help shape the congregation's vision and image.

Statement of Purpose for Bylaws

The purpose provision of the bylaws distinguishes the congregation from other institutions in the community and sets out the basic parameters for all the activity of the congregation.

Statement of UUA Membership in Bylaws

Spelling out membership in the Unitarian Universalist Association (UUA) in a congregation's bylaws clearly defines the congregation as a Unitarian Universalist congregation.

Defining Membership

Definition of membership in a dictionary

Membership Requirements for Bylaws

The minimum requirements for congregational membership should be included in the bylaws. Specific details about these requirements can be articulated in policies and updated as needed.

Categories of Members in Bylaws

Some congregations want more flexibility in howthey approach membership. For the purpose of the bylaws, it's important to clarify who has voting rights.

Removal from Membership in Bylaws

Bylaws should include two different provisions for removing people from membership. One is for people who have drifted away. The other is for removing a member for cause.

Congregational Meetings

Voting at a Congregational Meeting

Congregational Meetings for Bylaws

A decision by vote in a congregational meeting is the highest expression of the congregation's authority. UU congregations generally reserve only major decisions for the membership as a whole.

Conducting Congregational Meetings in Bylaws

How meetings are conducted--quorum, voting percentages, and model of group deliberation--reflects your theology, expectations of membership, and commitment to welcome and inclusion.

Governance Structure

Fist bump over board room table with diverse arms

Election and Composition of the Governing Board for Bylaws

The governing board is the fiduciary agent for the congregation, operating as a single unit in service of the congregation's mission.

Meetings of the Governing Board for Bylaws

Transparency and communication are essential for board meetings. Determine quorum, voting provisions and how to communicate decisions.

Committees of the Congregation

The word committee spelled out in Scrabble tiles

Committees of the Congregation in Bylaws

The only committees that need to be articulated in the bylaws are committees that are accountable to the congregation as a whole. These are usually limited to nominating committees, sometimes endowment committees, and the Settled Minister Search Committee.

Ministry

A minister preaches from the GA podium

Role of the Minister in Bylaws

Defining the role of the minister is one of the most unique aspects of congregational bylaws. Ministry being a covenantal relationship between called minister and congregation, the details are organic and evolving.

Calling a Minister in Bylaws

Very few things that a congregation does affect it as greatly, or are as important, as the choice of a minister. Wonderful ministerial-congregational matches provide new life and purpose to an institution and help lead both parties well into the future.

Dismissal of a Minister in Bylaws

Congregations should include bylaws provisions that enable the congregation to terminate the covenantal relationship when the trust and confidence in the minister has been compromised or eroded.

Other Provisions

post-it on a cork board with a light bulb drawn on it

Dissolution Clause for Bylaws

The Bylaws of the UUA require that to be affiliated with the UUA all congregations must have a dissolution clause in their bylaws.

Initial Adoption of Bylaws

If you are proposing bylaws for a new congregation, you may wish to include a provision dealing with their initial adoption.

Amending Bylaws

All bylaws need to be amended from time to time. Ideas and thoughts change, and new situations arise that need to be addressed in the bylaws. Bylaws should include provisions on how they can be amended.

Writing Effective Bylaws: Emerging Practices

Large open book embedded in a pastoral scene with tree, chair and sunset

The Bylaws provide the formal structure of your congregation and allow for maintaining and changing that structure. Bylaws hold the highest level of authority of congregational guiding documents.

Some state laws require that congregations have a constitution, charter, articles of incorporation or other legal document that contain some of the items that are mentioned below. If one of these documents is require, its authority would supersede that of the bylaws. Contact your UUA Regional Staff for guidance.

Minimum Components for Congregational Bylaws

  • Who you are
  • Why you exist
  • How you relate to the UUA
  • The rights and responsibilities of membership
  • Congregational meetings and and responsibilities
  • Board structure and responsibilities
  • How ministers are called and dismissed
  • Provisions for amending or dissolving

Characteristics of Effective Bylaws

  • be brief and clearly stated
  • cover only the bare bones of the organizational structure
  • be reasonably easy to amend
  • comply with the laws to which the organization is subject
  • be readily accessible to all members

Avoid Putting Too Much in Bylaws

Bylaws do not need to include every matter of policy. Because bylaws are generally amended only through congregational meetings, nimble congregations will create policies, operating guidelines and procedures that stand apart from the bylaws to govern day-to-day matters. These can be amended more easily as needs evolve and change.

Items That Should Be Described Using Policy

  • All committees of the board
  • Path to membership details
  • Methods of notification for meetings
  • Anti-discrimination statements
  • Description and hiring of staff other than called ministers
  • Individual responsibilities of officers
  • Defining and executive committee
  • Rules of procedure for meetings (e.g. Robert's Rules, Roberta's Rules, Consensus, Sociocracy)

Philosophical and Theological Implications in Bylaws

  • Who can be a member, and what rights and responsibilities do members have?
  • Who leads the congregation, for how long, and with what rights and responsibilities?
  • How are decisions made in the congregation? Are different methods used, depending on the type of question?
  • Are provisions made to ensure that minority and historically marginalized voices are heard?
  • How will change be made?

Deciding A Congregation's Name for the Bylaws

The word who in a yellow bubble

Choosing or changing the name of the congregation is an important decision, for it will help shape the congregation's vision and image. Following are some considerations.

What Kind of Community?

Many descriptive words can describe a religious group that gathers together. There is no right or wrong answer, just an opportunity for discussion.

  • Church has historically been used for many UU congregations, especially those that were gathered as Christian communities before Unitarians and Universalists had their own denominations.
  • Parish was a term from early New England times, when the church in town was supported by the surrounding community or parish.
  • Congregation describes the polity of our congregation, and is not limited to Christian groups. The term is also used in the Jewish tradition.
  • Fellowship became popular in the post WWII period when lay-led Unitarian communities with a strong humanist identity were formed all over the country.
  • Society is another popular term used by congregations with a humanist identity who wanted to move away from churchy language.
  • Some congregations choose to not include any of these to signal that they are not a typical church (e.g. The Sanctuaries, Original Blessing, Beloved Café, etc.).

What's In A Name?

Choosing a name can distinguish your congregation from others and signal who you are and what you value.

Prominence

Congregations in large cities or a high density of UU congregations historically chose to use names like First Parish, Second Church, etc. to signal prominence or order of founding.

Location

Many congregations use the name of the city or county as part of their name (e.g. UU Church of Boulder, UU Church of Delaware County, UU Church of Greater Canton, etc.)

Geographic Feature

Some congregation choose a local geographic feature to signal a connection to the land or other aspect of nature (e.g. Prairie UU Church, Eno River, Mount Diablo, etc.). Some geographic features could become associated with tragedies (e.g. Love Canal).

Significant Personage

Some congregations have chosen to name their congregation after a significant person (e.g. Thomas Starr King, Sojourner Truth, Thomas Jefferson, etc.). This may cause problems if--as in the case with Thomas Jefferson--aspects of their life and conduct are found to have been problematic.

Other congregations have named their congregation after a benefactor or other significant person in their own history (e.g. Pullman Memorial Universalist Church, Davies Memorial UU Church, etc.).

Value or Image

Many newer congregations have chosen to name their congregation after a transcendent value or metaphor (e.g. Original Blessing, Sacred Fire, Sacred Path, etc.).

Brand Identity

Including Unitarian Universalist in the name is another consideration. Some congregations never added the second U to their name after the 1961 consolidation.

Some congregations choose to not include UU in their name to signal that they are not a regular religion. Others have found that they are easier to find, especially when someone finds out they align with UU beliefs when taking the Belief-O-Matic® quiz.

Attend to the Nickname

The length of UU congregation names tends to be especially long, so it's important to think about ways that people are likely to shorten it. (e.g. The Second Unitarian Congregation of Kingsford would have an unfortunate acronym.) You want your congregation to be memorable, but for the right reasons!

Sample Provision

The name of this (congregation/religious society, etc.) shall be/is ________________________.

Statement of Purpose for Bylaws

The word "why" in a yellow bubble

The purpose provision of the bylaws distinguishes the congregation from other institutions in the community and sets out the basic parameters for all the activity of the congregation. Each and every program should be able to be justified by, and encompassed within, the purpose section of the bylaws. Therefore, the purpose section should be drawn broadly enough to incorporate the dreams and visions of the congregation, while also being tight enough to provide focus for the work of the congregation.

Ensure that the language of the congregation's purpose complies with whatever legal restrictions are necessary to protect the congregation's status as both a religious institution and a nonprofit organization at the state and local levels. Likewise, as congregations enter into strategic or long-term planning, add new programmatic elements, or reduce major initiatives, they should take care to amend the bylaws accordingly.

Some congregations refer to the Purpose section in the UUA Bylaws.

Sample Provisions

  • The purpose of this (church/congregation/fellowship/etc.) is to _____________________.
  • We gather to ___________________________.
  • We are a (church/congregation/fellowship/etc.) who _______________________________.

Statement of UUA Membership in Bylaws

Yout_Vote_16_Detail

Spelling out membership in the Unitarian Universalist Association (UUA) in a congregation's bylaws clearly defines the congregation as a Unitarian Universalist congregation. It can also serve to prevent leadership from removing the congregation from the UUA without consent of the congregation.

Some congregations also refer to their membership in their particular district or other affiliated organization. Because of the flux of organizations, it would be wise to include words such as "or its successor." It is always a good idea to amend the bylaws to reflect new names of the organization, though with a successor's clause it need not be done immediately. It is also wise to ensure that the formal legal names of such entities are used.

Sample Provision

The (Congregation/Church/Fellowship) shall be a member of the Unitarian Universalist Association of Congregations.

Membership Requirements for Bylaws

Definition of membership in a dictionary

The minimum requirements for congregational membership should be included in the bylaws. Specific details about these requirements can be articulated in board policies and updated as needed.

The provisions in this section often include:

  • Signing the membership book and/or covenant
  • Understanding of and sympathy with the congregation's purpose and covenant (as defined in board policies)
  • Active participation (as defined in board policies)
  • Financial support (as defined in board policies)
  • Minimum age (in alignment with state laws and with any additional requirements as defined in board policies)
  • A non-discrimination clause (with details about protected groups defined in board policies)

A congregation may consider additional provisions which could also be in board policies (e.g. if they have concerns about the congregation being seized or derailed by a hostile element):

  • Waiting period between becoming a member and having voting privileges
  • Board approval for all new members
  • Membership book signing being witnessed by the minister or an officer of the board (or designees as defined in board policies)

Sample Provisions

  • Any person may become a member of this Fellowship by _____________________
  • A member is any person who ___________________________
  • Membership in this church is open to any person_______________________
  • Any person who ______________________________ may become a member by signing the Membership Book. To remain an active member, a person must _______________________________

Categories of Membership in Bylaws

Game pieces of different colors in a network

Some congregations want more flexibility in how they approach membership. For the purpose of the bylaws, it's important to clarify who has voting rights if you have more than one category of membership. This section can refer to board policies for more detail about how members move between categories.

Possible categories include:

  • Voting members (when distinguishing from other categories)
  • Pledging friends
  • Associate members (under 18 and having limited voting rights or possible leadership roles)
  • Inactive members (wants to be a member of record, but not contributing and has no voting privileges)
  • Legacy or Honorary members (unable to contribute due to age or health but still has voting privileges, with board approval)

Sample Provision

A Voting Member is _________________. A Legacy Member is _________________ as defined in the board policy on Legacy Membership. Only Voting & Legacy Members may vote at congregational meetings. A Pledging Friend is _____________________.

Removal from Membership in Bylaws

Hand in garden glove weeding.

Congregations want to keep their membership rolls current and accurate since the number impact quorum, budgeting and staffing levels.

Bylaws should include two different provisions for removing people from membership. One is for people who have drifted away. The other is for removing a member for cause.

Removing Inactive Members

Members become inactive for many reasons, and the due diligence in discovering the reason and acting upon it can vary.

  • Any member should be able to resign upon request. Board policies on removal from membership can determine whether the request needs to be written or verbal with a certain number of witnesses.

  • Any member who has died should be removed automatically.

  • If a member has moved away without resigning, has not contributed financially and/or is not participating in church activities, there should be a provision for removal after the process outlined in the board policy on inactive members has been followed.

Removing Disruptive Members

Some members may prove to be a risk to the health, safety or well-being of others in the congregation. Also, the open and inclusive nature of congregational polity can be exploited or compromised by someone who breaks the mutuality and consent of covenant. It is essential for the congregation to have a Disruptive Behavior Policy that describes problematic behaviors, outlines a good process for addressing the behavior that includes a range of appropriate responses up to and including removing someone from membership.

Sample Provisions

  • A member's name shall be removed from the Membership Roll in case of: (1) the member's death; (2) written request by the member; (3) a period of inactivity (as defined in the board policy) of over (period of time), pending a vote by the Board; or (4) removal by a two-thirds (2/3) vote of the Board for actions that threaten the well-being of the Congregation per the Disruptive Behavior Policy.
  • Membership shall be reviewed at least annually. Members who have requested resignation or have died shall be removed immediately. Members who do not respond to inquiries (as defined in the board policy) shall be removed after a period of one year. Members may be removed for cause by a vote of the board per the Disruptive Behavior Policy.

Congregational Meetings for Bylaws

Voting at a Congregational Meeting

In congregational polity, a decision by vote in a congregational meeting is the highest expression of the congregation's authority. UU congregations generally reserve only major decisions for the membership as a whole:

  • electing the governing boards
  • electing committees of the congregation
  • calling and/or dismissing ministers
  • purchasing and/or selling real estate
  • amending the bylaws
  • other momentous decisions affecting the identity or direction of the congregation

Annual Meetings

Most state laws require congregations to hold an annual meeting, where the members of the congregation can elect officers, committee-of-the-congregation members and--if needed--amend the bylaws. The bylaws need only state the basic requirement the the governing board call an annual meeting. The details of when and how can be outlined in board policy.

Special Meetings

Special congregational meetings are generally of two different types:

  • Meetings called by the governing board take action on unusual or occasional items of business. Usually, the agenda is a single item (call of minister, purchase of real estate, major bylaws revision or other such momentous issue) and higher quorum and passage requirements.
  • Meetings called in response to a petition by members of the congregationby the governing board include an agenda limited to those matters specifically addressed in the petition to call the meeting. The bylaws should include the number or percentage of signatures needed to require that the governing board call a special meeting.​

Notification for Meetings

Bylaws only need to state the basic requirements for the amount of notice needed for congregational meetings (usually in days or weeks), and leave the detail of required methods (from the pulpit, via email, via the newsletter, by U.S.Postal Service, etc.) to board policy.

Sample Provisions

  • An annual meeting of the congregation shall be called by the governing board with notice to the church membership of at least ______ days, with required method(s) of notice per board policy. The time, place, and agenda of the Annual Meeting shall be as designated by the Steering Committee, and all such information shall be published in writing and made available to the Church Membership as part of the notice.
    Special congregational meetings may be called by the Board or by the receipt of a written petition requesting such a meeting signed by at least ____ percent (##%) of all voting members.
    Any special meeting(s) called by the governing board need notice to the church membership of at least ______ days , with required method(s) of notice per board policy. No other business may be transacted at such a meeting.
  • The congregation will hold regular meetings at the time or times established by board policy, with at least one meeting held in the final quarter of the fiscal year. Special meetings may be called by the governing board or by petition of at least ____ percent (##%) of all voting members. Notice of a congregational meeting--including time, place, and agenda--shall be sent to all voting members _______ weeks before the meeting per board policy.

Conducting Congregational Meetings in Bylaws (In-Person and Virtual)

generic 3-D figure holding a check mark

How meetings are conducted--quorum, voting percentages, and model of group deliberation--reflects your theology, expectations of membership, and commitment to welcome and inclusion.

Quorum

The quorum (percentage of membership required to conduct business at a meeting) required at congregational meetings reflects your expectation of members. High quorums signal that membership is a significant commitment. Low quorums signal that participation in important decisions is not an expectation of membership. A low quorum makes it easy for the congregation to approve decisions and enact programs that are not accepted by a significant proportion of the congregation.

Quorum numbers include those actually present according to your state laws.

Voting

The definition of who is a voting member is generally handled within the membership section of the bylaws.

Other voting concerns can be included in this section:

  • Include the majority percentage required to approve a motion. Most pro forma decisions, such as electing officers could be a simple majority. Other more momentous decisions that need ongoing support, such as approving a strategic plan or a real estate purchase, may elicit a need for a higher percentage.
  • Include a provision for extending discussion when a minority from historically marginalized groups have concerns.
  • Clarify whether proxy or absentee ballots are allowed, in compliance with state laws. Allowing such votes can lead to decisions that are not fully informed by discussion that happens at the meeting.
  • Technical Guidance on Virtual Voting for Online Congregational Meetings

Conduct of Meetings

The genius of congregational polity is that the highest authority is vested in the gathered membership of the congregation. The reality is that many of the practices for discussion and decision-making in meetings only include the loudest voices and those who are well-versed in Roberts Rules of Order.

Because practices are emerging, any detail about methods or models of meeting conduct should be in board policy.

Online/Virtual Meetings

During a pandemic, when large group gatherings are prohibited or discouraged, a congregation may need to hold meetings to make important decisions. Here are some guidelines.

Sample Provisions

  • A quorum of the Congregation for the purposes of voting shall be constituted of ______ percent (##%) of eligible voting members. Opportunities for open discussion before and during the meeting will be provided per board policy.
    Meeting will be held at such placeor no place, solely by means of remote communication, as may be fixed by the Board.”
    All voting and elections shall be determined by a simple majority of the people present and voting, except as otherwise noted in these bylaws. Absentee ballots will be available according to board policy and will not count toward quorum. 
    A majority vote of the qualified members present shall be required to carry any motion at a Regular Meeting. A _______ percent (__%) vote of the qualified members present shall be required to carry any motion at a Special Meeting.

  • _________ (##) percent of the membership shall constitute a quorum.
    A simple majority of those votes cast shall be sufficient to either approve or disapprove matters submitted for determination by vote, unless otherwise stated in these bylaws or in the motion itself. Absentee ballots shall be available to members who cannot attend a given meeting for reasons of incapacitation or travel.

Is it Legal to Hold Congregational Meetings Online?

Meeting room with table and chairs. Table with a computer in the foreground.

Many congregations’ bylaws require regular board meetings, annual meetings, and meetings of the congregation’s members to call a minister or make other important decisions. During a pandemic, when large group gatherings are prohibited or discouraged, can a congregation legally hold such meetings to make important decisions? Could they be in violation of their bylaws, or even state law, by not meeting in person?

While we aren’t legal experts at the UUA, we do share the hope that an officially-declared emergency situation could supersede any bylaw or state law requirement that a meeting be held in person. Here’s what we’ve learned:

  • Many state and local laws do not explicitly permit or forbid conducting business virtually.

  • Congregations can create procedures for virtual meetings to be included in their bylaws or policies, which provide critical grounding and transparency to ensure the integrity of those meetings. (For example, the UUA bylaws expressly permit voting at GA by off-site delegates under procedures and guidelines established by the UUA Board, and the Board itself has monthly virtual meetings.)

  • You would be well-served to consult an attorney to see if there are any concerns that you should be addressing that are particular to your congregation or jurisdiction.

Guidelines for Official Virtual Meetings

In general, when an organization needs to conduct its business virtually but does not have any guidance from local laws or an established procedure for doing so, the following guidelines can help ensure that actions taken through a virtual meeting are procedurally valid. They can be used for meetings of Boards of Trustees or full congregational meetings. This may be especially important for votes that address property, personnel, or other key fiduciary issues.

  1. Provide clear notice and access. Congregations that hold their meetings by video- or phone-conference should provide the same type of notice as is customarily provided, and should note that the meeting will be virtual with information included on how to join. If Board meetings are open to congregants, the Board should host the meetings by Zoom or a similar platform that will allow congregants to join. Accessibility note: The person chairing the meeting should start by asking each member whether they can hear each other, and the secretary should record each member’s response in their count of a quorum. This ensures people are able to meaningfully participate in the meeting. This may require un-muting participants to allow them to speak.

  2. Be explicit about the need for virtual meetings. The person chairing the meeting should say that the meeting is being held virtually, rather than in-person, because of health concerns created by the pandemic and/or respect for the recommendation of public health professionals that people engage in “physical distancing.” If local officials have issued orders prohibiting in-person meetings, this should be noted. The Board chair should say that the Board and congregation look forward to meeting again in person when public health officials advise this is appropriate. All of these reasons should be recorded in the minutes of the meeting.

  3. Confirm virtual decisions at future in-person meetings. To address the possibility that any of the decisions the Board or the congregation make at a virtual meeting might be unenforceable based on state law or the congregation’s bylaws, the Board or congregation should vote, at its next in-person meeting (whenever that may be), to ratify all the votes taken by the Board when it met virtually, effective as of the date of the initial vote. By doing so, the Board should be able to make any vote that was actually or arguably impermissible, permissible.

While state laws may vary on whether a virtual decision may be “effective as of the date of the initial vote” even if this is explicitly approved, it is still useful to include this in any future ratification vote. In at least those states or those congregational whose bylaws require that votes be taken at in-person meetings, the Board should state its intention, at the meeting at which the initial vote is taken, to take a ratification vote at the next face-to-face meeting. This statement should be recorded in the minutes of the meeting at which the initial vote is taken.

And now that you're assured about legalities, you may be ready to talk tech. If you're wondering about how to make online voting work, consult our post Technical Guidance on Virtual Voting for Online Congregational Meetings.

Election and Composition of the Governing Board for Bylaws

Board members around a table

The governing board is the fiduciary agent for the congregation, operating as a single unit in service of the congregation's mission. It may have a different name (e.g. board of directors, board of trustees, board of governors, steering committee, parish committee, etc.) but the basic role of guardians of the congregation as an institution is the same.

How do you want your board to operate? There are at least 6 styles of governing boards that will impact your governing documents.

Election of the Board

Members of the governing board are usually elected by the congregation at its annual meeting. Most congregations also elect a nominating committee that offers a slate of vetted and trained candidates for the governing board and any other committees of the congregation.

Composition of the Board

Most boards have both officers and trustees (the latter are also called members-at-large or directors). Some congregations elect their officers directly, and others allow the board to select its own officers. Most states require that the bylaws specify the exact number of trustees, although some states allow for a number within a stated range (e.g. "no fewer than" or "no more than").

Board members should be trusted, trained and proven leaders. They should also able to work as a team in service to the congregation's mission and vision.

In deciding on the number of trustees, bear in mind your method of election of officers and the various tasks and duties you wish to have the trustees perform. Boards with more than seven members tend to lose agility and focus.

Officers

Most state laws require that bylaws designate specific officers (Usually President/Moderator, Secretary and Treasurer), which would be the minimum number on your governing board.

Trustees/Directors

Being a trustee is an excellent preparation before becoming an officer. Also, having a few more points of view, especially from the growing edges of your congregation's population (younger folks, people from historically marginalized communities) will help your board make better decisions.

Ex-Officio Members

If a congregation has a minister, the minister is usually an ex officiomember(a member by virtue of holding another office). Whether ex officio members can vote should be stated in the bylaws.

Small congregations sometimes choose to have a treasurer or other financial person who is not term limited. This position may also be an ex officio member of the board.

Diversity

Some congregations dedicated to multigenerational ministry may want to include a youth on the board. Or they may want to back up their commitment to multicultural ministry by including people of color or gender non-conforming folx. When a congregational board institutionalizes a designated position on the board, they need to make sure that the rest of the organizational system doesn't further marginalize those from historically marginalized communities. Because best practices are emerging, addressing this in board policy rather than in the bylaws enables flexibility.

Term Length and Term Limits

The congregation should also carefully consider whether the directors' terms should be staggered or all members be replaced at the same time. Staggered terms allow for a degree of continuity that might be lost if the entire board turned over at the same time.

Another question is how long the terms of office will be. Some congregations have found that short terms are easier to fill. Other congregations find that longer terms allow a leader first to grow into a position, next to provide effective leadership, and then to serve as a mentor in the leadership development of others. Shorter terms that may be renewed can also ensure openness and continuity. Making term limits too burdensome can lead to leadership stagnation.

Any limitations on the number of consecutive terms a director may serve should be spelled out in the bylaws, either as a separate section or as part of the section on the composition of the board.

Filling Vacancies

From time to time, vacancies occur in the governing body. Having a specified mechanism for replacing such members is advisable.

Removal of Board Members or Officers

Occasionally board members are unable or unwilling to fulfill their duties, and sometimes they are not able to, or do not choose to, resign their position on the governing body. In these cases, it is important that there be procedures for removing board members.

Basic Board Responsibilities

Some responsibilities are held in common by all officers and directors, and some duties are specific to a particular office. The bylaws should include general responsibilities, with specific responsibilities stipulated in board policy.

Common Responsibilities

  • Meeting attendance
  • Fiduciary

President Responsibilities

  • Chairs the governing board
  • Presides at congregational meetings
  • Representative of the congregation on appropriate occasions
  • Votes only in the case of a tie
  • Authority to sign on behalf of the congregation any deeds, mortgages, bonds, contracts or other legal instruments per board policy

Vice President Responsibilities

  • Fulfills the duties of President in absence of or at the request of the President.
  • Fulfills other functions as assigned by the governing board via policy

Secretary Responsibilities

  • Keeps minutes of meetings of the church membership and governing board
  • Keeps the official record of church membership
  • Keeps all policies and other non-financial records that pertain to the business of the congregation
  • Fulfills other functions as assigned by the governing board via policy

Treasurer Responsibilities

  • Receives and safely keeps all money and other property of the church entrusted to their care
  • Keeps a complete account of the finances of the congregation in records belonging to the congregation
  • Presents a current statement at each regular meeting of the governing board and of the congregation
  • Ensures that all federal, state or local returns, reports or other items required by law are properly prepared and filed with the appropriate authorities in a timely manner

Sample Provisions

  • The Board, subject to the prime authority of the congregation, is the principal policy forming and administrative body of the church. The Board has full authority and responsibility, except as limited by these bylaws, to act on the business and programs of the church.
    The Board of Trustees--the fiduciary agents of the congregation--shall be composed of the four (4) officers (President, Vice-President, Secretary and Treasurer) and three (3) trustees. Only a voting member who has (membership length and other qualifications) may serve as a Trustee. Trustees shall be elected to serve for up to (number and length) terms. Terms of office shall align with the fiscal year and be staggered per board policy.
    Any vacancy occurring in the Board of Trustees shall be filled by a majority vote of the board after consultation with the Nominating Committee. Any trustee elected to fill a vacancy shall be elected to serve until the next occurring Annual Meeting, at which time any such position(s) shall be filled by vote of the Congregation.
    Failure of an Officer or Trustee to attend three (3) consecutive regular Board meetings or four (4) of any six (6) consecutive regular Board meetings shall be an automatic resignation from the Board without further action or notice. Board members may be removed by two-thirds (2/3) vote of the governing board for breach of trust, failure to fulfill assigned duties or gross misconduct.
    Officers and the Minister will comprise the Executive Committee with duties outlined in board policy. Each Officer shall have the following individual responsibilities:
    • ​The President shall be the presiding officer of the Church and Board of Trustees, shall coordinate the administrative functions of the Church and shall represent the Church on all appropriate occasions.
    •  The Vice Presidentshall act in the absence of or at the request of the President, at which time she/he shall have all powers and functions applicable to the President. In addition, the Vice President shall perform such functions and duties as may be specified by board policy.
    • The Secretary shall have general charge of and responsibility for all non-financial records of the Church and shall keep accurate minutes of all meetings of the Congregation, Board, and the Executive Committee. The Secretary shall maintain records of membership in the Church and the voting eligibility of the members. The Secretary shall keep the Congregation informed of the actions of the Board and Executive Committee per board policy.
    • The Treasurer shall receive and disburse moneys and securities entrusted to the Church, shall keep a complete and accurate account of the finances of the Church, render written financial reports, and prepare an annual statement at the close of each fiscal year. The Treasurer is an ex officio member of the Board of Trustees.

  • The Board shall be the head administrative body of the Church and, on behalf of the Congregation, shall be vested with the care and administration of the real and personal property of the Church, and shall conduct its business affairs. It shall keep the Congregation informed of its actions.
    Board members are elected at the annual business meeting of the membership by a simple majority. The board shall elect its own officers per board policy. The minister and the immediate past president of the board serve as ex-officio, non-voting members. To serve on the board, a person must be a voting member of the church. The (#) year terms shall be staggered, with half of the Board positions being up for election each year. No member may serve more than (2) consecutive terms without being off the board for at least (#) year(s).
    In the event of the death or withdrawal or removal of an officer or trustee, the governing board shall have the power to appoint a replacement until the next annual meeting.
    Failure of an Officer or Trustee to attend three (3) consecutive regular Board meetings or four (4) of any six (6) consecutive regular Board meetings shall be an automatic resignation from the Board without further action or notice. Removal for cause of an Officer or Trustee shall be by majority vote of the Voting Members present.
    The Officers shall perform the duties normally associated with their respective offices. In addition and not in limitation, the Officers shall have the duties defined herein and in board policy.
    • President:presides at meetings of the church membership and Board. By virtue of the office, is a member of all board committees. Votes at Board and Congregational meetings only in the case of a tie.
    • Vice President: Presides at meetings of the church membership and Board in the absence of the President; coordinates the working committees designated by the Board; serves as parliamentarian; and performs such other functions as assigned by board policy.
    • Secretary: Keeps minutes of meetings of the church membership and Church Board; keeps the official record of church membership; in conjunction with the treasurer prepares a list of voting members thirty (30) days prior to any business meeting of the membership; keeps all papers, correspondence, documents, and written instruments belonging to the church or that pertain to the business of the church; and performs such other functions as assigned by board policy.
    • Treasurer: has custody of all money belonging to the church; keeps careful and accurate records of income, receipts, and expenditures of the church; approves the bills and charges that are in the approved budget or are approved by the Board; reports to the Board at its monthly meetings and to the membership at the annual business meeting; and performs such other functions as assigned by board policy.

Meetings of the Governing Board for Bylaws

Empty Chairs around a board meeting table

Transparency and communication are essential for board meetings. Most boards meet monthly, with provisions for skipping meetings if no business will be transacted. Most boards have a quorum of 50 percent plus 1; most require a simple majority for decisions to carry. Some bylaws require notice of meetings to be made to the congregation, whereas others require that the minutes of the meetings be made available within a reasonable amount of time. It's also good practice to share a summary of the board's work in newsletters or other regular communications.

Sample Provision

  • Regular meetings of the Board of Trustees shall be held at a location and on dates and times per board policy and shall be open to all voting member of the congregation. Provision shall be made at meetings for non-Board members to address the Board. The Board may meet in executive session only to discuss personnel matters or to receive legal advice, but any decisions must be made in open session. A quorum at a board meeting shall consist of a simple majority. Any action by the Board of Trustees may be decided upon by a majority of the votes cast by those present at the meeting unless otherwise specified in board policy.

    Complete and accurate typed minutes shall be kept of any and all regular or special meetings of the Board excluding Executive Sessions. Minute, policies and other records will be maintained and made available to congregational members per board policy.

Committees (of the Congregation) in Bylaws

The word committee spelled out in Scrabble tiles

The only committees that need to be articulated in the bylaws are committees that are accountable to the congregation as a whole. These are usually limited to nominating committees, sometimes endowment committees, and the Settled Minister Search Committee, which is actually an ad hoc task force since it is only convened when needed.

Committees of the board, who do come of the board's work (e.g. finance, personnel, safety, etc.) can be convened and defined using board policy. Ministry teams can be formed and dissolved as needs arise.

Emerging models of governance also include a Committee on Ministry, but defining it in the bylaws reduces the ability to adjust the model as needed.

Nominating Committee

Your core values should be reflected in the process that your congregation uses to choose its leaders. Congregational Bylaws and Policies should ensure that leadership roles are filled with people who are committed to the overall health of the congregation and are in alignment with its mission and vision. Your process should be transparent and open.

If you have a “policy” board, you should ensure that candidates are strategic thinkers who can adapt in ambiguous situations. Your leaders should also be equipped with training, mentoring and other support to help them succeed in their roles.

If you have a "working" board, you should make sure the leaders have the skills needed to complement each other as a team.

Congregations may want to provide for checks and balances by democratically electing a separate body to recruit and vet candidates for elected positions. One traditional way, endorsed by Robert's Rules of Order, is to establish an independent nominating committee. Other methods, such as more holistic Leadership Development Teams, are emerging.

Pros:

  • Provides a safety valve for congregations that are resistant to entrusting their board with too much power.
  • It’s been the practice for many congregations for generations.
  • It could provide a democratic way to make changes when there are entrenched leaders in the congregation or if there are members who disagree with the board’s direction

Cons:

  • Often elected nominating committees are treated as an afterthought.
  • Elected nominating committee members may not be a good fit with the task at hand or may not be up to speed on current initiatives.
  • There tends to be greater resistance to moving toward the more adaptive-learning-focused leadership development team model when the technical nominating process is in place.
  • It is harder for the congregation to ask for accountability:
    • in filling the slate
    • in being accountable to the mission and vision
    • around recruiting leaders with diverse identities or from historically marginalized groups
  • Often entrenched leadership in a congregation extends to the members of the nominating committee or the nominating committee is not independent enough to address entrenchment on the board

Endowment Committee

Congregations with large endowments sometimes choose to have the endowment committee to be a committee of the congregation, so that any disbursements require congregational--rather than board--approval. (We discourage congregations from considering creating a separate entity, bylaws and board due to poor lines of accountability.)

Sample Provisions

  • The Nominating Committee shall consist of the immediate past president, _____ (#) ongoing members of the Board to be appointed by the Board, and _______ (#) non-Council members to be elected at the annual meeting. To assure continuity on the committee, the elected members shall each serve two (2) year terms, with one (1) member elected in odd numbered years and two elected in even years. The minister shall be an ex officio member
    The Nominating Committee shall publicize, solicit, and submit the names of all qualified candidates for vacant positions on the Board and Congregational Committees named in these Bylaws. Members who desire to serve in positions on the Board or Congregational Committees shall apply to the Nominations Committee, pursuant to standing rules adopted by the Board.

  • The Nominating Committee shall consist of five (5) voting members who shall be elected at the annual congregational meeting for a term of one (1) year.
    The Nominating Committee shall (1) solicit and accept all nominations for officers from all trustees whose terms will be continuing; (2) confirm that nominees will serve if elected; and (3) prepare a slate of candidates to nominate for the Board of Trustees' offices. They will also nominate _____ (#) nominees for the Endowment Committee and _______ (#) nominees for the Nominating Committee. The committee shall present its nominations in the notice for the annual congregational meeting.

  • The Endowment Committee shall:
    • Assist Members and Friends who wish to contribute to a common endowment fund or establish a named endowment fund

    • Keep a record of the terms and restrictions of all common and named funds

    • Review proposed gifts and make recommendations to the Board

    • Track the value of all Fund assets on a quarterly basis

    • Administrate dispersals approved by the congregation

    • Perform other duties as described in Board policies

Role of the Minister in Bylaws

A minister preaches from the GA podium

Defining the role of the minister is one of the most unique aspects of congregational bylaws. Ministry is a covenantal relationship between called minister and congregation; the details are organic and evolving and are best left to letters of agreement and board policy. (Ministers who are hired by the board are contract ministers, including interim ministers and most part-time ministers.) Large congregations with multiple staff may also find that defining those roles is best left to policy.

Still, there are some basic aspects of the relationship between congregation and the called minister that can be included in the bylaws.

For more details on ministry, visit Unitarian Universalist Ministers.

Qualifications

Although under congregational polity our congregations have the right and ability to call whomever they desire as their minister, some congregations choose to limit that choice by requiring that the minister be in fellowship with the Unitarian Universalist Association and subject to the Unitarian Universalist Ministers Association's Guidelines and Code of Professional Conduct. Many see this requirement as a way to ensure that the minister meets the specific and general qualifications that the Association (through the Ministerial Fellowship Committee) has deemed necessary for recognition as a minister in good standing within our movement. Also, a minister with good collegial relationships with other ministers reinforces healthy and vibrant ministry.

Sample Provisions

  • The Minister shall be in Fellowship with the Unitarian Universalist Association, and a member in good standing of the Unitarian Universalist Ministers Association.

  • The minister shall have responsibility for the conduct of worship services and shall serve as spiritual leader and advisor to church members. The minister shall have freedom of the pulpit. The minister shall also have the freedom to express her or his opinions outside the pulpit, but not to represent the church without authorization from the Board or the membership. The minister shall be an ex officio, non-voting member of the Church Board. Other specific duties shall be negotiated between the minister and the board in a Letter of Agreement.
  • The duties of the Minister shall be as prescribed by the Letter of Agreement, agreed to by the Minister and Board of Trustees. In general the Minister shall provide overall religious leadership and guidance in accordance with the established purposes of the Church, and shall be guaranteed freedom of the pulpit. The Minister is an ex officio and non-voting member of the governing board, nominating committee, and of all ministry teams.

Calling a Minister in Bylaws

Stole being given to Rev. Steven Protzman by the Rome girls

Very few things that a congregation does affect it as greatly, or are as important, as the choice of a minister. Wonderful ministerial-congregational matches provide new life and purpose to an institution and help lead both parties well into the future. Therefore, congregations must ensure that they have a good process for selecting the committee that will present a candidate for ministry to them.

Ministerial Search Committee

The ministerial search committee is an ad hoc committee of the congregation. There are several different possible open and transparent methods for nominating members to this committee (available from the UUA Transitions Office), which are than affirmed by congregational vote.

It's important that the search committee be chosen with mindfulness to the congregation's future, including a diversity of identities.

For flexibility around emerging best practices, it may be best to keep the bylaws provision simple and leave the details to policy.

Quorum and Plurality of Call

Because of the importance of the role of the minister and the need for a high level of trust in the person filling the role, congregations usually have higher bars for quorum, and an extremely high bar for percentage of affirmative votes (90%) to call a minister.

Sample Provisions

  • A ad hoc Ministerial Search Committee shall be elected by the Congregation when necessary. Rules and procedures concerning the committee's composition shall be published nominating committee before selection. The members will be approved by the Congregation at a Meeting called for that purpose.
    Election of a new Minister shall be at a Congregational Meeting called for that purpose with a quorum of at least _________. Election shall be by a 90% vote of those voting members present and voting.
  • A Ministerial Search Committee shall search out and recommend to the membership a minister for the church. The committee shall have (range) members, elected by a majority of the voting members at a meeting called for that purpose. The Nominating Committee shall present a slate of names for the committee per board policy or recommended UUA practice. 
    The President shall call a special meeting for the selection of a minister when so requested by the Chair of the Search Committee. Notice of such meeting shall be given as specified in these bylaws. A quorum for such meeting is forty percent (40%) of voting members. An affirmative vote by eighty (90%) of those present and voting by secret ballot shall be required to call a Minister.

Dismissal of a Minister in Bylaws

Shattered clear glass in a web pattern

Ministerial transition is a reality of both congregational and ministerial life. Ideally, good communication of needs and expectations lead to seasons of fruitful ministry with mutual endings. The shape of these healthy endings should be spelled out in the Letter of Agreement between minister and congregation.

There are times when the parting is difficult. Perhaps there is misconduct, bullying, policy violation, or even "retiring in place."

Congregations should include bylaws provisions that enable the congregation to terminate the covenantal relationship when the trust and confidence in the minister has been compromised or eroded. If a minister has lost confidence by even a quarter of the congregation the ministry is effectively over, so consider a percentage closer to 25% than 50%.

Sample Provisions

  • The minister may be dismissed by a ##% vote of the qualified members of the church present at any meeting legally called for that purpose, quorum for such a meeting to be constituted by ____ (##%) of the voting members.
  • The Minister's services may be terminated by a ##% vote by secret ballot of those present and voting at a Special Meeting of the congregation. Such a meeting may be called by the Board or upon written petition of twenty (20) members. Quorum and notice for such a meeting shall be the same as for that in calling a minister.

Communicating Changes to Bylaws

Red pen on an edited document

Bylaws changes require approval by the congregation in a meeting of the whole. Like any significant change, changes to bylaws should be communicated as clearly as possible with lots of opportunity for questions and comments.

Possible communication practices include:

  • Informing the congregation when a bylaws task force is convened and why.
  • Share what materials (e.g. books) they are studying.
  • Provide a side-by-side outline of all of the changes with an explanation for each change.
  • Schedule informal congregational conversations for members to ask questions and make suggestions.
  • Schedule a more-formal informational meeting after the final draft is created. Advertise it as the last opportunity to suggest revisions before the congregational meeting where the vote will be taken to adopt the revisions as a whole.

Dissolution Clause for Bylaws

Milkweek with seeds ready to disperse

The Bylaws of the Unitarian Universalist Association (UUA) require that to be affiliated with the UUA (Unitarian Universalist Association), all congregations must have a dissolution clause in their bylaws:

Admission Rule 3.3.5(f) A congregation shall include in its articles of incorporation or other organizing documents a clause providing that the assets of the congregation will be transferred upon dissolution to the Association. Notwithstanding the foregoing, if a congregation obtains the prior written consent of the Association's Board of Trustees, the congregation may name an organization that is affiliated with the Association (such as a district, camp, conference center or other congregation) as the recipient of the congregation's assets upon dissolution.

In some jurisdictions, legal statutes require that the dissolution provision be in the Articles of Incorporation. In such cases, the provision may also be included in the bylaws. If you are choosing, as a successor organization, another congregation or an associated or affiliate organization rather than the UUA, take care to ensure that this other congregation or organization maintains its status with the UUA. This status should be reviewed on a regular basis, as should other major components of the bylaws.

Bylaws also can set forth the manner in which the decision to dissolve should be made. If the bylaws are mute on this point, then the decision to dissolve would be made in the same manner as all other nonspecified decisions are made, frequently by a simple majority of the quorum present. If the congregation requires a plurality or supermajority in such decision making, this requirement should be specified in the bylaws.

Sample Provisions

  • Any action to dissolve the Church must be approved by a two-thirds (2/3) vote of eligible Voting Members of the Church present at a meeting called to specifically consider such action, for which meeting written notice has been issued to all Members eligible to vote in accordance with the provisions of these bylaws. If the Church at its own option shall cease to exist, all property real or personal shall be transferred to the Unitarian Universalist Association or its successors.
  • In the case of dissolution of the society, all of its property, real and personal, after paying all just claims upon it, shall be conveyed to and vested in the Unitarian Universalist Association or its legal successor, and the Board of Trustees of the society shall perform all actions necessary to effect such conveyance.

Initial Adoption of Bylaws

Tortoise hatching from an egg

If you are proposing bylaws for a new congregation, you may wish to include a provision dealing with their initial adoption. Keep in mind that the process used should reflect the decision-making philosophy of the congregation.

Sample Provision

  • The initial adoption of these bylaws shall be by majority vote of those persons attending a meeting called and held for such purpose, without regard to any voting qualifications or requirements provided for in these bylaws.

Amending Bylaws

post-it on a cork board with a light bulb drawn on it

All bylaws need to be amended from time to time. Ideas change and new situations arise that need to be addressed in the bylaws.

Most state not-for-profit corporation laws provide that the right of amendment is reserved to the membership at large for membership-based organizations. Also, legal statutes may require that the official call of the meeting include notice of any proposed amendments to the bylaws, their exact purpose, wording of the proposed change, or a combination of these requirements.

Congregations must determine how the congregation will amend the bylaws, and what majority will be required to do so.

Provisions

  • Notice needed for meetings including proposed bylaws amendment(s) (usually in weeks or days)
    • Reference to Board Governance Policy on Notices for Congregational Meetings
  • Information needed in the notice, e.g.
    • "The content of such amendments shall be stated in the notice or call for the congregational meeting."
    • "The notice of any such meeting at which any such proposed amendment(s) shall be considered shall include a copy of the proposed amendment(s)."
  • Quorum required (if different than quorum for regular congregational meetings)
  • Percentage needed for approval