Bylaws Of
The Unitarian Universalist Fellowship of Los Gatos

A California Religious Non-profit Corporation
March 18, 2006

Under construction

  1. Name
    • The name of this organization shall be The Unitarian Universalist Fellowship of Los Gatos and the organization may be known as the Los Gatos Unitarian Fellowship and the Unitarian Fellowship of Los Gatos (the "Fellowship"). The Fellowship shall be organized as a California Religious Non-Profit Corporation.
  2. Purpose
    The purposes of the Fellowship shall be:
    To maintain a society for the enrichment and ennoblement of human life, a society without bondage to doctrine or to the dictates of any one creed.
    To further the search for truth and the exploration of ethical concerns for humanity.
    To promote the Unitarian Universalist cause of liberalism, the spirit of universal brotherhood and sisterhood, and service to all humanity.
    To implement the current Mission Statement as approved by the membership of the society at a business meeting.
  3. Denominational Affiliation
    • This society shall be a member of the Unitarian Universalist Association (UUA) and of UUA's Pacific Central District (PCD). It is the intention of this society to make annual financial contributions equal to its full fair share as determined by the Association and the District.
  4. Statement of Non-discrimination
    • This congregation affirms that membership is open to all adults. Hiring shall be based on character and abilities, not such things as ethnic background, age, sexual/gender orientation or disabilities.
  5. Membership
    1. Qualifications
    This society shall welcome into membership any person who supports the purposes stated above, is at least eighteen years of age or has completed the Coming of Age program, and who has signed the membership book.
    2. Voting
    Any person, in order to vote at a business meeting, must have been a member of the Fellowship for thirty days immediately preceding such meeting.
    3. Financial contribution
    It is expected that members of the Fellowship shall make a financial contribution of record each fiscal year.
    4. Lifetime Members
    Lifetime membership may be bestowed on longtime members by the Board of Trustees. Lifetime members are not required to make a financial contribution and may not vote, but are entitled to all other benefits of membership.
    5. Discontinuing Membership
    Upon written request, any member may withdraw from membership. Members who have died, moved from the area, can not be located or who have not within the previous fiscal year contributed their financial support may be removed from membership by the Board of Trustees.
  6. Meetings
    7. 1. Business Meetings
    The regular business meeting will be held in April or May each year, the exact date to be set by the Board of Trustees. At that meeting, the membership will adopt the budget for the coming year, and will conduct such elections as are called for elsewhere in these bylaws. Matters not mentioned in the call for the meeting may be considered.
    The Board of Trustees may call special business meetings of the Fellowship at any time. The board will consider a request for a special business meeting from any member. The board is required to call a special business meeting upon receiving a petition signed by ten percent of the members. The petition must list the matters the meeting is to consider.
    2. Notice
    The Secretary shall mail to the membership notice of any business meeting at least ten days prior to the meeting. The notice shall include a statement of the business to be considered and such supporting documents as are appropriate, such as a proposed budget.
    3. Absentee Ballots
    Members entitled to vote shall be permitted to vote in person or by absentee ballot. Members may submit an absentee ballot for all non-amended resolutions or elections using the ballot sent to the members with the notice. All absentee ballots must be submitted to the Board Secretary thirty minutes prior to the scheduled start of the business meeting.
    4. Mail Ballots
    The Board of Trustees shall determine if voting will take place by mail instead of at a membership meeting. If a vote is to take place by mail, all ballots are to be mailed to members at least fourteen days before ballots are to be counted.
    5. Quorum
    Except as otherwise specified in these bylaws, a quorum shall consist of twenty percent of the voting members. Absentee ballots do not count as part of the quorum.
    6. Election matters
    a. Nomination by petition
    Nominations may be made for candidates for election by written petition signed by any voting member and by the nominee, delivered to the Secretary at least fifteen (15) days prior to the date of the meeting.
    b. Nomination from the floor
    Nominations from the floor and by write-ins on absentee ballots are always allowed. Nominations from the floor require the assent of the nominee, either verbal if the nominee is present or submitted to the Secretary in writing if the nominee is not present.
    c. Unfilled positions
    The Board will solicit a candidate from the Nominating committee for each unfilled position. If no acceptable candidate is presented, the Board will make a selection. A vote of the majority of the Board of Trustees will be required to seat the candidate until the next general membership meeting.
    d. Separation of certain committees
    A person may not serve at one time.on more than one of the Nominating Committee, the Board of Trustees, and the Committee On Ministry.
    e. Parliamentary authority and parliamentarian
    The President of the Fellowship may appoint an individual to serve as Parliamentarian for any business meeting. The parliamentary authority shall be The Standard Code of Parliamentary Procedure by Alice Sturgis.
  7. Board of Trustees
    Section 1. - Duties of the Board
    The Board of Trustees shall conduct the affairs of the Fellowship as directed by these bylaws and by policies established by the members. The Board's responsibilities not described elsewhere are:
    a) Furthering the Purposes of the Fellowship as described in Article II through creating and implementing long and short-term plans and setting policy.
    b) Appointing an Audit Committee which will examine the Fellowship's books and accounts.
    c) Establishing guidelines with respect to restricted gifts and budget adjustments.
    d) Defining the purposes, goals, and limitations of all committees, including such new committees as may be required.
    Section 2. - Board Meetings
    a) A quorum of the Board shall be a majority of the serving board members.
    b) The Board of Trustees shall hold regular monthly meetings. Special meetings of the Board of Trustees shall be held upon four days prior notification to all Board of Trustees members.
    c) All regular and special meetings of the Board of Trustees shall be open to the membership. The membership shall be notified of the time, date and place of all regular meetings. Publication in the Fellowship newsletter shall constitute adequate notice of a regular meeting.
    d) The Board of Trustees may go into closed session to discuss confidential personnel, membership, or legal issues.
    Section 3 – Trustee's Qualifications
    All Trustees shall be members of the Fellowship for at least one year
    Section 4 - Officers and Other Trustees.
    The board is composed of four officers, President, Vice President, Treasurer, and Secretary plus five other trustees: of Administration and Building, of Sunday Programs, of Social Justice, of RECCY (Religious Education Committee for Children and Youth), and of Membership.
    Section 5. - Election and term
    Trustees whose term has expired shall be elected at the Spring business meeting. They shall serve for a two-year term beginning on the first of July.
    No member of the Board of Trustees shall serve more than six consecutive years on the Board of Trustees, nor more than four consecutive years in the same Board position.
    The President, Vice President, trustee of Administration and Building and trustee of Sunday Programs shall be elected at the Spring Business meeting in odd years and all other trustees in even years.
    Vacancies on the Board will be filled by the Board until the next general meeting.
    Section 6. – Committee Chairs
    Any board member whose duties include chairing a committee may, with board approval, delegate that chairmanship to another member.
    Section 7. - Duties of the Trustees
    a. The President shall preside at meetings of the Board of Trustees and of the membership, and represent the membership on all appropriate occasions.
    b. Vice President shall assist the President and shall assume the President's duties when the President is absent. The Vice President is also responsible for the leadership and facilitation of long term planning.
    c. Secretarial duties shall include recording the minutes of the Board of Trustees meetings and the business meetings, giving notice of business meetings, and handling official correspondence.
    d. The Treasurer shall be responsible for the receipt and disbursement of all Fellowship moneys, and keep a complete accounting of the finances. The Treasurer shall chair the Finance committee and be a member of the General Endowment Committee.
    e. The Administration and Building Trustee shall chair the Building Committee. The following functions are also under this Trustee: newsletter, publicity, and website.
    f. The Sunday Programs trustee shall chair the Sunday Programs Committee and focus on providing Sunday services and forums.
    g. The Social Justice Trustee shall chair the Social Responsibility Committee and focus on social justice issues.
    h. The RECCY trustee shall chair the RECCY. The Director of Religious Education (DRE) reports here.
    i. The Membership trustee of shall chair the Membership Committee and maintain membership records.
  8. Endowment Committee
    Section 1.
    The General Endowment Committee shall be composed of the Treasurer or his designee and three non-trustee members elected by the General Membership.
    Section 2.
    The General Endowment Committee will be responsible for establishing, administering and accounting for the assets of two funds. These funds are for use of members and friends who wish to make tax-deductible gifts to the Fellowship, in the form of money or other assets, during their lifetime or from their estates. These funds shall be used to further the purposes of the Fellowship as stated in Article II. The General Endowment Committee shall account for and report to the membership all activity and the status of each fund at the annual membership meeting. The two funds will be set up as follows:
    a. The "General Endowment Fund-Unrestricted" containing all assets gifted to the Fellowship to carry out its purposes without specific requests or directions about how it is to be done.
    b. "General Endowment Fund-Restricted" contains all assets gifted to the Fellowship, to carry out one or more specific purpose and may include direction and timing on how to do so. All funds accepted are subject to the approval of the Board of Trustees.
    Requests for expenditures from these funds shall be made to the General Endowment Committee who will submit a recommendation to the Board of Trustees for approval.
    Detailed directions regarding the administration of these Funds are described in Appendix A which is included as an integral part of these Bylaws.
  9. Nominating Committee
    1. Composition
    The committee will be composed of five persons who have been members of the Fellowship for at least one year.
    2. Election and Term
    The committee will be elected by the members at the spring meeting to serve for one year beginning July 1. A committee member may not serve more than two years in succession.
    Vacancies will be filled by the board.
    Duties
    To study the needs and leadership requirements of the Fellowship
    To publicize and solicit qualified candidates for any elective positions that are not filled.
    To interview prospective nominees, to familiarize them with the responsibilities of the position being considered, and to secure their consent to serve in accordance with the job descriptions in the Guidelines if elected.
    The Nominating committee shall notify the congregregation of its nominations at least twenty days before the vote by posting the nominations at the regular meeting place of the Fellowship and by such other means as are in regular use.
  10. Settled Ministers
    1. Qualification
    The minister shall be in Fellowship or Preliminary Fellowship with the Unitarian Universalist Association.
    2. Duties
    The minister shall be responsible for the conduct of worship within the congregation and for the Fellowship's spiritual interests and affairs, with complete freedom of the pulpit and of public speech. The minister will be an ex-officio participant in board meetings and will be welcome at meetings of other committees.
    3. Search Committee
    The minister shall be called, upon recommendation of the ministerial search committee, by a four-fifths majority of voting members present and voting at a special membership meeting called for the purpose. The quorum for such a meeting shall be forty percent of the voting members.
    4. Call
    The minister shall be called, upon recommendation of the ministerial search committee, by a four-fifths majority of voting members present and voting at a special membership meeting called for the purpose. The quorum for such a meeting shall be forty percent of the voting members.
    5. Dismissal
    Dismissal of a minister requires a majority vote of the members present and voting at a membership meeting. Notice that the meeting will consider the minister's dismissal must be mailed to the members thirty days before the meeting.
    6. Contract Requirements
    The minister's contract must provide that the contractual relationship may be dissolved by either party for any reason upon three months written notice.
  11. Professional and Paid Staff
    1. Positions Covered
    Professional staff positions are covered by a contractual employment agreement and shall be such positions as ministers, administrators and religious education directors.
    a. A special search committee of five (5) voting members shall be elected by majority vote at a business meeting. This committee shall recommend the professional staff person or persons to be hired and the salary or salaries to be paid.
    b. All decisions regarding the hiring, salaries, and termination by the Fellowship of professional staff shall require a two-thirds (2/3) majority vote at a business meeting. If necessary, the Board of Trustees (or their designee) may hire interim personnel to a budgeted position for the remaining term of the budgeted contract or until the end of the fiscal year, whichever is less.
    A three-person subcommittee of the Board of Trustees will be established in March of each year to conduct an evaluation of professional staff performance and recommend their findings prior to the Spring business meeting.
    2. Non-contract Staff
    The standing committees will hire, supervise, and train paid staff not covered by contractual agreement and will, subject to the approval of the Board of Trustees, set their salaries. Paid staff will be evaluated each March by the appropriate standing committees.
    3. Termination
    Whenever any staff member of the Fellowship wishes to terminate employment, the party initiating the action shall give one month's notice in writing or such other notice as may have been mutually agreed upon.
  12. Fiscal Year
    • The fiscal year of the Fellowship shall run from July 1 to June 30 of the following year.
  13. Amendments
    • These bylaws may be amended at any business meeting of the Fellowship by a majority vote of eligible voting members represented at the meeting and voting, provided that proposed changes have been sent to the eligible voting members in writing along with a written notice of the meeting at least fourteen (14) days prior to such meeting.
  14. Public Policy Resolutions
    • Resolutions on matters of public policy shall require a two-thirds (2/3) majority of those eligible members present and voting at a business meeting. Voting for such action shall be by secret ballot. A record of these policies shall be published in the Guidelines.
  15. Expenditures and Purchases
    1. Unbudgeted Expense
    a. The Board is responsible for authorizing non-budgeted expenditures up to ten percent of the operating budget.
    Unbudgeted purchases or expenditures costing more than ten percent of the operating budget must be approved at a business meeting by a majority vote of eligible members present and voting.
    2. Emergency Expense
    In case of an extraordinary event that involves the safety of the members of the general public or structural integrity of the building or any real property owned by the Fellowship, or if any public authority requires it, the Board of Trustees is authorized to spend the money necessary to meet the requirements of public safety.
    3. Instruments Issued
    Notes, bonds, or other instruments issued by the Fellowship become a debt obligation of the total membership and, as such, must be approved by the members in accordance with Section 2 of this article. If a lender or holder of such an instrument requests in writing the repayment of a note or repurchase of the instrument because of financial hardship, it shall be the policy of the Fellowship to make every effort to repay or find a buyer for said obligation as soon as practical.
    4. Endowment Expenditures
    The Board of Trustees is responsible for authorizing any expenditure from any of the Endowment funds, as recommended by the Endowment Committee. Dispersal of any fund principal requires the approval of two-thirds of the membership.
  16. Indemnification
    1. Right of Indemnity
    To the fullest extent permitted by law and in accordance with Section 9246 of the California Corporation Code, the Fellowship shall indemnify present and past Board members, standing committee Chairpersons and other individuals acing on behalf of the Fellowship.
    2. Approval of Indemnity
    On written request to the Board by any person seeking indemnification, the Board shall promptly determine whether the criteria set forth in the California Corporation Code have been met, and, if they have, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Board members who are parties to the indemnification prevents the formation of a quorum, the Board shall promptly call a meeting of the members. At that meeting the members shall determine whether the criteria set forth in the California Corporation Code have been met, and if they have, the members present shall authorize i ndemnification.
    3. Approval of Indemnity
    To the fullest extent permitted by law, expenses incurred by a person seeking indemnification shall be advanced by the Fellowship before final disposition of the proceeding. It is understood that such advances will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Fellowship for such expense.
  17. Dissolution
    • Should this Fellowship's membership or the membership and Board vote to dissolve in accordance with California Corporation Code, Section 9680, any outstanding liabilities shall be satisfied and any remaining assets of the society will be transferred to the UUA or an organization or fund affiliated with the UUA for its general purposes, this transfer to be made in full compliance with whatever laws are applicable.
  18. Effective Date
    • These bylaws shall become operative following their adoption by the membership and following their review by qualified legal counsel.
  19. Committee On Shared Ministry (COM)
    • The committee serves as a support group for the minister and promotes shared ministry within the congregation.
    • The committee shall be composed of up to three Fellowship members selected by the minister in consultation with the board. Committee members shall not serve more than four years out of six.

Appendix A
to the Bylaws of the Unitarian Fellowship of Los Gatos

  1. Duties of the General Endowment Committee (GEC)
    1. A. To recommend to the Board of Trustees whether a gift to any of the General Endowment Funds (GEF) is to be accepted.
    2. B. In accordance with the Investment Policy described in Section III of this Appendix A, to recommend to the Board of Trustees the investment:
      1. 1. Of funds held in the GEF - Unrestricted account and,
      2. 2. Of amounts held in any GEF - Restricted account(s), provided that such investment recommendations must be consistent with the restrictions upon such GEF - Restricted account(s).
    3. C. To maintain records of each Fund in accordance with generally accepted accounting procedures.
    4. D. To determine the value of all GEF portfolios at various Valuation Dates.
    5. E. To recommend to the Board of Trustees appropriate expenditures from each Fund which are based upon:
      1. 1. Purposes and restrictions associated with each Fund.
      2. 2. Requests for expenditures from the Funds received by the GEC.
    6. F. To disburse assets of each of the Funds as directed by the Board of Trustees.
  2. Procedures of the GEC
    • A. The GEC shall meet regularly to review all Funds every six months in a face-to-face meeting.
    • B. Special meetings can be called by any GEC member.
    • C. Decisions of the GEC require approval of the three of the five members.
    • D. Special meetings can be held by remote contact - phone, fax, email as well as by face-to-face meetings.
    • E. Except as otherwise provided in this Appendix A, requirements for quorum and notice for meetings of the GEC shall be the same as required for the Council meetings.
  3. Investment Policy
    • A. Generally. Except to the extent the terms of a particular gift direct otherwise, the GEC may invest the amounts held in the GEF accounts in the manner provided for by the prudent investor standards of the Restatement of the Law Trusts, 3rd, which said standard contemplates that some percentage of the well-managed investment portfolio should be invested in appropriate equities and stock.
    • B. Non-Liability Provisions. The GEC and the Board of Trustees shall not be liable for:
      • 1. any investment decision not involving gross negligence, nor
      • 2. any investment decision involving reduction of investment risk below the level contemplated by the Prudent Investor Rule of the Restatement of Trusts, 3rd, nor
      • 3. investing any particular GEF account in accordance with the terms and conditions of any accepted gift thereof, nor
      • 4. investing a given GEF account as directed by the living gift donor or the surviving spouse of the gift donor thereof.
        • a. provided that such gift donor or spouse has not to the best of the knowledge of the GEC been declared legally incapacitated.
        • b. provided further that the GEC is not required to implement such directions unless and only to the extent the terms of the accepted gift thereof explicitly so provide.
        • c. provided further that if such directions are communicated to the GEC other than by a writing signed by the gift donor or surviving spouse.
        Then the GEC shall confirm such instructions to the gift donor or surviving spouse personally or sent to the last known address of the gift donor or surviving spouse.
    • C. Portfolios Specified
      • 1. The Prudent Investor Rule requires that the investment policies of a fund manager be viewed from an entire portfolio perspective.
      • 2. The GEC and the Board of Trustees shall be evaluated on an overall portfolio basis with regard to the GEF portfolio.

All amounts held in the GEF - Unrestricted Account shall be included in the GEF portoflio. Amounts in the GEF - Restricted Accounts shall be included in the GEF Portfolio if the restricted account, in the discretion of the GEC has no relevant investment restrictions. The GEC shall exercise its discretion once only at the time a restricted account is established. The investment management by the GEC and/or the Board of Trustees of a GEF - Restricted account, if such GEF - Restricted is not included in the GEF - Unrestricted Portfolio, shall be evaluated separately from an evaluation of the investment management of the GEF - Unrestricted Portfolio or of any other GEF - Restricted account, and such evaluation shall take fully into account the restrictions imposed upon the investment of such account.

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Address: 15980 Blossom Hill Road, Los Gatos, CA 95032
Phone: (408) 358-1212
Email: admin@uuflg.org