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ARTICLE 1 - NAME

The name of this corporation is Unitarian Universalist Church of Berkeley, hereinafter referred to as the Church.

ARTICLE 2 - AFFILIATION

This Church shall be affiliated with the Unitarian Universalist Association (UUA), the Pacific Central District (PCD) of the UUA, and other religious groups as the Church authorizes.

ARTICLE 3 - PURPOSE

3.1 The purpose of this Church is to foster liberal religious living through worship, study, service and fellowship. The members of this Church recognize in each other freedom of mind, impose no theological conditions of membership, respect differences of opinion in one another, and welcome to our membership all those who love truth and seek to do good.

3.2 This Church affirms and promotes:

3.2.1 The inherent worth and dignity of every person;

3.2.2 Justice, equity and compassion in human relations;

3.2.3 Acceptance of one another and encouragement to spiritual growth in our congregation;

3.2.4 A free and responsible search for truth and meaning;

3.2.5 The right of conscience and the use of the democratic process within our congregation and in society at large;

3.2.6 The goal of world community with peace, liberty, and justice for all;

3.2.7 Respect for the interdependent web of all existence of which we are a part.

3.3 The living tradition we share draws from many sources:

3.3.1 Direct experience of that transcending mystery and wonder, affirmed in all cultures, which moves us to a renewal of the spirit and an openness to the forces which create and uphold life;

3.3.2 Words and deeds of prophetic women and men, which challenge us to confront powers and structures of evil with justice, compassion, and the transforming power of love;

3.3.3 Wisdom from the world's religions, which inspires us in our ethical and spiritual life;

3.3.4 Jewish and Christian teachings, which call us to respond to God's love by loving our neighbors as ourselves;

3.3.5 Humanist teachings, which counsel us to heed the guidance of reason and the results of science, and warn us against idolatries of the mind and spirit;

3.3.6 Spiritual teachings of Earth-centered traditions, which celebrate the sacred circle of life and instruct us to live in harmony with the rhythms of nature.

3.4 This Church affirms and promotes the full participation of persons in all our activities and endeavors; including membership, programming, hiring practices, and the calling of religious professionals; without regard to spiritual beliefs, race, color, gender, physical or mental challenge, affectional or sexual orientation, age, class, or national origin.

3.5 This Church is organized as a religious corporation under the California Nonprofit Religious Corporation Law, primarily for religious purposes and is not organized for the private gain of any person.

ARTICLE 4 - MEMBERSHIP

4.1 Certified membership in this Church is open to any person fourteen (14) years or older who signs the membership book, who is in sympathy with the Church Purpose and who is willing to participate in the Church community. Anyone who has been a member for at least sixty (60) days may vote at Church meetings.

4.1.1 Participation is defined as current attendance, as able, at Church services, Committee(s), or events, and a contribution of record to the financial support of the Church.

4.2 Inactive membership in this Church is open to any person 14 years or older who is in sympathy with the Church's Purpose and who maintains an interest in the Church. Inactive members may not vote at Church meetings and are not counted in the certified membership totals submitted to the Unitarian Universalist Association. Certified Members may request inactive membership.

4.3 The Board of Trustees shall maintain an accurate membership roll and shall keep it current. The Board of Trustees, after due notification, may declare inactive whoever does not participate in the Church community for a year and/or whoever does not fulfill at least a contribution of record to the financial support of the Church.

4.4 The Certified Membership of this Church shall mean the specific number of Certified Members, under Section 4.1, last reported to the Unitarian Universalist Association.

ARTICLE 5 - CHURCH YEAR/MEETINGS

5.1 The program and fiscal year for the Church shall be from July 1st through June 30th.

5.2 The Church shall hold at least two meetings of the Church community each year as follows:

5.2.1 The Awards, Canvass and Election Meeting shall be held on the second Sunday of February to honor members for outstanding service to the Church, to review the canvass pledge goal for the coming year, and to elect and install the new members of the Board of Trustees. Newly elected Trustees assume their responsibilities at the close of this meeting. Ballots for election of members to the Board of Trustees shall be collected at the Church, starting two Sundays prior to the election meeting. No ballots shall be accepted after the start of the meeting.

5.2.2 The Celebration and Planning Meeting shall be held on the third Sunday of May to review the accomplishments of the past year, to honor individuals for outstanding service to the Church, and to establish the next year's priorities and budget. A preliminary budget and annual report, the contents of which shall be specified in the Board of Trustees Governance Manual, shall be posted on the Church website and also made available in hard copy at the Church office ten (10) days in advance of this meeting.

5.3 If the Board of Trustees directs different dates for the annual meetings defined in Section 5.2 above, they must be held within a time period of not more than ten days before or after the above listed dates. The notice requirements shall be observed.

5.4 The Board of Trustees may call Church meetings for the required transaction of any business at any time.

5.5 The Board of Trustees shall call a special church meeting within thirty days whenever a written initiative, referendum, or recall petition is filed with the Secretary that is signed by five percent (5%) of the Certified Membership of the Church.

5.5.1 Initiative petitions may be filed when non-action by the Officers or the Board of Trustees might affect the well-being of the Church. Initiative petitions must contain a specific proposal for consideration by the membership.

5.5.2 Referendum petitions may be filed to challenge an action by the Officers or Board of Trustees. Referendum petitions must contain the specific action challenged and the proposed correction for consideration by the membership.

5.5.3 Recall petitions may be filed when there is good and sufficient reason to believe that the behavior of a given Officer(s) or Trustee(s) does not fulfill the obligation required. Recall petitions must contain specific allegations and a call for a special election by the membership.

5.6 The notification requirement for any and all Church meetings is that a specific notice must be sent to all Church members by first class mail between ten (10) and fourteen (14) days prior to the meeting. This notice must contain the date, time, place and specific agenda for the meeting and, in addition, when applicable, any available information or any recommendations of the Board of Trustees on the agenda items.  Only agenda items announced in the mailings may be voted upon at these meetings. Notifications shall also be sent to the Church email list, but email may only be substituted for first class mail on the member's written request.

5.7 Absentee balloting is permitted at any Church meeting on any item scheduled for a vote at a membership meeting, but no proxy voting is allowed.  All ballots must be received by the Secretary prior to the start of the meeting.

5.8 A quorum for Church meetings shall be fifteen percent (15%) of the certified membership.

5.9 Robert's Revised Rules of Order shall govern formal Church meetings such as those listed in this Article and meetings of the Board of Trustees.

ARTICLE 6 - BOARD OF TRUSTEES

6.1 The Trustees as designated in the bylaws and articles of incorporation shall be between nine (9) and twelve (12) in number.

6.1.1 The number of Trustees serving on the Board shall be reduced to a total number of nine (9) on or before the Awards, Canvass and Elections Meeting of 2013.

6.2 The Church shall have a Board of Trustees, which shall be its governing body.
6.2.1 The Board of Trustees shall recognize the moral principle that all of its powers are subordinate to the will of the membership of the Church and shall promote transparency throughout all aspects of Church activities, including governance.
6.2.2 Trustees shall exercise their duty to oversee the activities and affairs of the Church in good faith, in the manner in which the Trustee believes to be in the best interest of the Church, and with such care, including reasonable inquiry, as is appropriate under the circumstances.
6.2.3 The activities and affairs of the Church shall be conducted and all its corporate powers exercised by or under direction of the Board. The Board may delegate the management of the activities of the Church to any person or persons provided that the activities and affairs of the Church shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
6.2.4 Any powers the Board chooses to delegate continue to inhere in the Board, which may from time to time rescind or restructure any delegated duties as it sees fit.
6.3 The Board of Trustees shall establish and maintain a Governance Manual. This manual shall:
6.3.1 Specify broad policies, priorities, and long range plans for the Church,
6.3.2 Specify how day-to-day management responsibilities are delegated by the Board to other persons, groups, and/or committees,
6.3.3 Specify how the Board shall monitor and assess the performance of the persons, groups, and/or committees specified in 6.3.2,
6.3.4 Specify what procedures will be employed by the Board when it modifies the manual,
6.3.5 Serve as a record of ongoing policy decisions made by the Board, and
6.3.6 Be made available to all church members on request.
6.4 The Board of Trustees shall provide a report at the Celebration and Planning Meeting on all major changes made to the Governance Manual during the course of the past year.

6.5 The Board of Trustees shall monitor and assess the performance of the minister(s) in accordance with their Covenant and Letter of Agreement for Ministry.
6.6 The Board of Trustees shall appoint interim Minister(s) in accordance with Unitarian Universalist Association guidelines in the event that a called Minister(s) leaves employment.
6.7 A quorum for Board of Trustees meetings shall be a majority of the voting members of the Board of Trustees.
6.8 All Board meetings shall be open to church members with the exception of those that address (a) personnel actions and evaluations; (b) pending or threatened legal action; (c) real estate, labor, or other ongoing negotiations; (d) security issues; (e) license applications by persons with criminal records; and/or (f) sensitive personal information warranting heightened privacy protections.
6.9 A member of the Board of Trustees must be a certified member of the Church for at least one year prior to election and shall maintain certified membership throughout his or her elected term.
6.9.1 Elected Trustees shall serve a term, beginning and ending at the Awards, Canvass and Election Meeting, of three years, one third of the number being elected for full terms each year.
6.9.2 A resignation vacancy occurring during the tenure of an elected Trustee may be filled by a vote of the remaining Trustees but only until the time of the next election meeting of the Church. At that time a Trustee shall be elected for the remainder of the term of the member who is being succeeded.
6.10 The Board of Trustees shall establish a Nominating Committee, responsible to the congregation, to identify the best candidates for Trustees to replace departing ones. This Committee shall be convened by the Vice President of the Board and include six (6) certified members, recommended by the Board in consultation with Church members, and elected by the membership at the preceding Celebration and Planning Meeting. Committee members may serve for two years.
6.11 Candidates for election to the Board of Trustees shall be nominated by the Nominating Committee, or nominated by written petition signed by at least two percent (2%) of the certified membership of the Church, and delivered to the Vice President seven Sundays prior to the election. Thereupon, the names of all the candidates shall be announced and posted in alphabetical order. This concludes the nominating process. No additional nominations shall be accepted once balloting starts. (See Article 5.2.1)
6.13 No person shall be eligible to serve partial or full terms aggregating more than six consecutive years. After a lapse of nine years following service within the six-year limitation, eligibility is reestablished.

ARTICLE 7 - OFFICERS

7.1 Officers of the Church shall be President, Vice President, Secretary and Treasurer. The Board of Trustees shall elect from within their membership a President and a Vice President; and shall appoint a Secretary and a Treasurer, that are certified members of the Church and that are not elected members of the Board.

7.1.1 The President shall be the presiding officer of the Church and Board of Trustees.

7.1.2 At the request of the President, the Vice President shall act in place of the President and assume delegated duties.

7.1.3 The Secretary shall keep an accurate record of the meetings of the Church and Board of Trustees, prepare and distribute agendas and notices, and update and certify master versions of the Bylaws and Governance Manual. The Secretary is an ex officio member of the Board of Trustees.

7.1.4 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.

7.2 The terms of office for the President and Vice President shall be for one year, and they may not serve more than two consecutive terms in the same office. The terms of office for the Secretary and Treasurer shall also be for one year, and they may not serve more than six (6) years in the same office. Any vacancy shall be filled for no more than the unexpired term of office.

7.3 The ex officio members of the Board of Trustees, like all Church staff, have administrative responsibilities and must, therefore, make reports to the Board of Trustees, function as a resource in their area of expertise and be given notice of all Board meetings. No ex officio member may propose motions or vote on proposed motions.

ARTICLE 8 - MINISTER(S)

8.1 Called Minister(s) shall be chosen by a two-thirds vote of the members of the Church present and voting at a meeting duly called for that purpose. The specific terms of employment shall be arranged by the Trustees at the time of employment and specified in writing. The relations between Minister(s) and the Church may cease by mutual agreement, or by the giving in writing of three (3) months notice by either party. The Board of Trustees shall not give such notice without prior approval by a majority of the members of the Church present and voting at a specially called Church meeting.

8.2 The Minister(s) and the members of the Church share the responsibility for the Church and for its spiritual interests and activities. The Church looks to its Minister(s) for spiritual leadership, for assistance in setting and articulating its vision, and for accomplishing its goals by providing professional, inspired administration of the Church.

8.2.1 The Minister(s) have the decisive responsibility for all services of worship conducted on Church premises. This principle includes religious rituals such as weddings, dedications and memorials.

8.2.2 It is a basic premise of this Church that any Minister has the right to express personal views and values when in the pulpit or through any other means of communication.

8.2.3 The Minister(s) shall provide pastoral care as needed.

8.2.4 The Minister(s) shall be encouraged to participate in those activities that enhance the Church's presence in the community as a liberally religious, socially responsible organization and shall be encouraged to increase the Church's awareness of these outside activities.

8.2.5 The Minister(s) shall supervise all Church staff and programs.

8.2.6 The conduct of the Minister(s) shall be in accordance with the Code of Professional Ethics adopted by the UU Ministers Association, and the relationship between the Minister(s) and the Church will be interpreted in accordance with the published Guidelines of the UU Ministers Association.

8.3 The Minister(s) are ex officio members of the Board of Trustees and all committees. The Minister(s) shall bring to the attention of the Board of Trustees any matters that seem pertinent to the general welfare of the Church, and shall advise the Board with reference to Church policy, but the final decisions remain with the Board as set forth in these Bylaws and as directed by meetings of the Church.

ARTICLE 9 - GENERAL PROVISIONS

9.1 Church Funds: All funds and property received by or coming into the custody of the Church belong to and are trust funds and the property of Unitarian Universalist Church of Berkeley, to be held and expended only for the purposes authorized and only in accordance with the regulations and/or written agreements prescribed or accepted by the Board of Trustees or the Church.

9.1.1 The Board of Trustees may make short-term loans to the General Fund up to the total of thirty percent (30%) of the Restricted Funds.

9.1.2 The Church may authorize by a two-thirds (2/3) vote of the members present and voting during a special Church meeting the use of endowment capital as collateral for a loan for major capital addition or repair to Church facilities.

9.2 Fiscal Standards: The financial affairs of the Church shall be conducted with the care, diligence, prudence and skill of modern common business practices insofar as those practices are consistent with the principles and purposes of the church.

9.2.1 In keeping with Unitarian Universalist Association guidelines, expenditures and investments must meet social responsibility criteria. All such purchases and investments shall be from companies: that do not produce products, offer services, or operate in a manner which might be unsafe to the consumer or threatening to our environment; that are not predominantly involved in the production of war material; that are not dependent on discrimination on the basis of race, color, sex, disability, affectional or sexual orientation, age, national origin, or religion; that do not exploit the poor or deprived for their business success; and that provide safe and healthy work environments and fair and equal employment opportunities for all persons in their labor force.

9.2.2 The Church shall have an Endowment Fund. The Endowment is a repository of legacies that is used for the security of the church. It can be used for emergencies, funding loans, and/or capital improvements, all of which are to be repaid. The income from the Endowment can be used for the general fund as long as the real value of the Endowment is maintained.

9.2.3 The financial records of the Church shall be open at any time to inspection by any Officer, member of the Board of Trustees, Minister(s) or certified member of this Church.

9.2.4 The accounts of the Church, including all endowment funds, shall receive an outside financial review or limited audit each year by a certified public accountant. The annual financial review or limited audit shall be available for Church members' inspection.

9.3 Dissolution: In the event of the dissolution of the Church, ownership of its property, real and personal, after payment of the just debts of the Church, shall vest in the Unitarian Universalist Association.

9.4 Bylaws: These Bylaws shall be available on request to any member or friend of the Church.The Bylaws shall be made available on the church website.

9.5 Changes in the Bylaws: The Bylaws may only be amended by a two-thirds (2/3) vote of the ballots submitted by the members of the Congregation prior to a duly constituted Congregational meeting. The total number of ballots submitted must constitute a quorum, which is fifteen percent (15%) of the certified membership.

9.6 The Board of Trustees shall annually appoint an independent Bylaws Review Committee. The committee shall consist of at least five members with no more than two members of the Board of Trustees. The committee shall review the Bylaws for relevance, appropriateness, and agreement and consistency with the Governance Manual.

9.6.1 The committee shall make recommendations for bylaw amendments and solicit recommendations and comments from members of the Congregation.

9.6.2 The committee shall publicize and conduct at least one discussion forum for all members of the Congregation. All forums shall be conducted on a Sunday, at least four weeks before any Congregational. meeting.

9.6.3 The committee shall publish and distribute the final proposed amendments, including comments and/or any arguments for and against the amendments, to all eligible voting members of the Congregation at least three weeks before voting is completed. The committee shall set equal parameters for pro and con statements. These statements can be edited by the committee.

9.7 Voting on changes in the Bylaws shall be done by ballot. Ballots shall be collected at the church, starting two Sundays prior to the Congregational meeting. Once voting starts, no additional changes can be made to the proposals. No ballots shall be accepted after the start of the meeting.

9.8 Whenever these bylaws are amended, the secretary of the Board of Trustees shall incorporate the amendment(s) into these Bylaws and have them reproduced and available.

I hereby attest that this is a true and correct copy of the Bylaws as adopted by this Church effective July 1, 1997, and amended most recently on May 20, 2012.

Ann Harlow, Secretary of the Board of Trustees, 2011-2012

Jane Lundin, Secretary of the Board of Trustees, 2012-2013