Legal Considerations When Merging or Dissolving Your Congregation
Because your congregation is a legal entity with assets, there are important steps that must be taken as part of either a merger or a dissolutions. This article will help guide you!
Mergers
Your congregation may want to merge with a neighboring congregation, and the UUA fully supports congregations choosing to merge. Mergers can be an excellent option for congregations whose memberships are in proximity to one another, and when their combined efforts make their ministry more sustainable overall. Mergers continue the ministry of a congregation and thus honor the generations of preceding investment. Mergers can look like one congregation adding its members and assets into an existing congregation, or it can look like two congregations who join to form a new joint congregation. If your congregation is interesting in merging with a neighbor, contact your regional Congregational Life staff to help guide the process. When complete, the UUA will update its records to reflect the new congregational status.
- Read about how the First Unitarian Church of Cleveland and the UU Society of Cleveland both dissolved and became the UU Congregation of Cleveland.
Dissolutions
The UUA is here to help congregations decide whether they are ready to dissolve. Review the practical steps so you have a sense of all that you need to do. Your regional Congregational Life staff should be contacted.
Closing a congregation is a naturally a time for grieving, but it is also a time for remembering, celebrating, honoring and emotional and spiritual closure. Ultimately the UUA hopes that your congregation can be proud of the job you’ve done embodying our faith in your context, knowing that no form of our faith is intended to last forever.
Next Steps in Either Process
Connect with Your UUA Regional Staff
Your regional staff is available for questions, resources, or if you just need a thought partner to help your congregation. Please call us when you are facing a transition, seeing a conflict, or celebrating an achievement! We are your primary contacts with the UUA!
After you’ve gotten in touch with your regional Congregational Life staff person, your likely next step is to find a lawyer with experience in laws surrounding corporations and charities in your state or territory. Since congregations are usually incorporated in their state or territory, state regulators who are responsible for corporations and charities have a role in reviewing the plan for mergers or dissolutions and ultimately must legally approve them. Regulators generally seek to ensure that assets are being used in ways that are consistent with the original donor intent, protecting those donations since they were made tax-free. These regulatory entities vary considerably state to state, and may be the Attorney General, Secretary of State, the court system, Business & Commercial Commissions or Departments, or other such agencies.
It is these regulations that lead to the UUA’s long-standing policy that congregational assets be transferred back to the UUA upon a congregation’s dissolution. This is a standard clause in congregational bylaws which is required for admission for new member congregations, and is based on a precedent that predates the UUA involving Unitarian conferences and Universalist conventions.
Why Are Congregational Assets Transferred to the UUA after Dissolution?
As you’ve considered merger, dissolution or started the legal process for dissolution in your state (see How to Dissolve Your Congregation)you may have become aware that your congregation’s bylaws likely include a clause that stipulates that financial assets remaining at the time of dissolution are required to be transferred to the Unitarian Universalist Association. This is boilerplate language from your congregation’s founding: UUA Bylaws Rules require congregations who apply for UUA membership to include a clause in their bylaws that their assets are transferred to the UUA if they close; only the Board can approve exemptions. It is because your ministry lives on beyond the life of any one congregation that this clause is required when congregations are founded.
When your congregation was established, it was done so under the legal and religious umbrella that Unitarian Universalism as a whole provides. The embodiment of our covenant together is the Unitarian Universalist Association. Article III of the UUA’s Bylaws sets forth this foundational structure, stating “The Unitarian Universalist Association is a voluntary association of autonomous, self-governing member congregations, which have freely chosen to pursue common goals together.” (Section C-3.1). Most of those common goals are religious ones, of course, as outlined by our values statements found in Article II of the UUA Bylaws.
Some of the benefits of our Association are legal and financial; for example, your congregation automatically received tax free status as a result of association with Unitarian Universalism. Because the Unitarian Universalist Association is the legal entity that guarantees the appropriate use of donations on behalf of Unitarian Universalism, the UUA continues to have a fiduciary and ethical duty to help support appropriate disposition of assets of our congregations when our congregations dissolve.
In other words, legally, our congregations are nonprofit organizations who receive tax-free donations from their members intended to support Unitarian Universalism. Because of this, there is a higher legal standard for use of assets which continues after the dissolution of an entity. Attempts to redirect those assets may constitute legal fraud, a misuse of the donor intent of the donations given to sustain the life and work of the congregation. Because the ministry continues after the congregation dissolves, the assets of the congregation are required to be transferred to the UUA after congregational closure. Dissolutions mean that the UUA redeploys assets on behalf of our faith, creating opportunities for the next generation of Unitarian Universalism to emerge.
Policy on Support for Mergers & Dissolutions
Read the official UUA Policy on Congregational Life Cycles (PDF).
The UUA is committed to ensuring that the assets which have been invested in our faith communities over generations remain within the larger Association in service of our shared covenant. We have established a policy so when congregations merge or dissolve their assets are treated consistently and fairly, and to guard the possibility that assets could be diverted to other groups or causes.
The policy streamlines the process for dissolving UU congregations in determining where their assets should go. Dissolution should not be considered an opportunity for congregations to distribute their assets to their members or to preferred causes of their members outside Unitarian Universalism; it is paramount that we protect the cross generational investment made in UUism.
- This policy applies to dissolving congregations whose total assets, minus liabilities and dissolution costs, are at least $25,000.
- Under this policy, all congregational net assets (i.e. net of liabilities and costs of dissolution, such as attorneys’ fees), should be received by the UUA; these assets may be then distributed in accordance with this policy.
- Dissolving congregations should generally sell real estate or other physical assets as a part of the dissolution process; the UUA is not able to dispose of property.
Allocation of the Congregation's Assets
The UUA Administration will establish procedures for receiving assets from dissolving congregations, which will ensure that the congregation’s fiduciary obligations are completed. Once received by the UUA, assets from its dissolving member congregations should be distributed as follows:
- On request of the congregation, up to 25% to outside nonprofit organizations whose missions are aligned with those of the congregation. The majority of this distribution must be to UU congregations or UUA related organizations; within this distribution, congregations may request distributions of up to 10% to non-UU entities.
- 25% to the UUA’s New UU Communities Fund, supporting new ministries with underserved communities within our faith.
- 25% to the UUA held within the Unitarian Universalist Common Endowment Fund LLC,
- 25% flexible, based on congregational circumstance and the recommendation of Congregational Life staff, subject to approval from the UUA Administration.
UU congregations, associate member organizations, recognized related organizations, and other UU-supported organizations are a part of the UUA’s framework for stewarding the resources of dissolving congregations, and the UUA will agree to distribute assets to them under this policy. Congregations, as part of their votes on dissolution, should clarify their intent for assets that would ultimately be distributed to other entities outside the UUA under items A and/or D. If congregations do not request these distributions, the remaining assets will be split between Items B and C.
Exceptions from this policy can be made by vote of the UUA Board of Trustees.
Your UUA regional primary contact can help answer questions you may have about your congregation’s assets.
Liquidation of Assets
Congregations will need to sell and distribute their property before dissolution to determine the amount of assets to be distributed. The UUA cannot receive property or physical materials from congregations, but neighboring congregations—even non-UU ones—may appreciate an offer of chairs, liturgical items and other congregational supplies.
See also the article on selling your property.