THE CONSTITUTIONOFTHE UNITARIAN UNIVERSALIST CHURCH OF LITTLE ROCKARTICLES OF INCORPORATION (AS AMENDED MAY
29, 1980) WE, THE UNDERSIGNED, IN ORDER TO FORM A CORPORATION FOR THE PURPOSES HEREINAFTER STATED, UNDER AND PURSUANT TO THE LAWS OF THE STATE OF ARKANSAS AND IN EVIDENCE THEREOF, DO HEREBY EXECUTE THE FOLLOWING ARTICLES OF INCORPORATION: ARTICLE I – NAMEThe name of the Corporation shall be the Unitarian Universalist Church of Little Rock. ARTICLE II – PURPOSEThe purpose of this Society is to foster liberal religious attitudes and mature living through group study, worship, service, work and recreation; to affirm and promote the full participation of persons in all our activities, including membership, programming, hiring practices and the calling of religious professionals, without regard to race, color, gender, gender expression, physical ability, affectional or sexual orientation, age, or national origin; to do everything necessary, proper, advisable, or convenient for the accomplishment of any of the purposes or powers herein set forth; to exercise all powers granted to business corporations by the nonprofit corporation laws of Arkansas; and to do every other act and thing incidental thereto and connected therewith provided the same but [sic] not forbidden by the laws of the State of Arkansas; and provided further that nothing contained herein shall be construed to authorize the conduct by the Corporation of any business not authorized under the nonprofit corporation laws of the State of Arkansas. The enumeration of specific powers herein is not intended as an exclusion or waiver of any powers, rights or privileges granted or conferred by the corporation laws of Arkansas now or hereafter in force, or the laws of such other states in which the Corporation may from time to time be conducting its business and under which the Corporation many [sic] from time to time qualify. ARTICLE III – TERM OF EXISTENCEThe period of existence of this Corporation shall be perpetual. ARTICLE IV – REGISTERED AGENTThe name of the registered agent of this Corporation is the Reverend Robert J. Klein whose address is the Unitarian Universalist Church of Little Rock, 1818 Reservoir Road, Little Rock, Pulaski County, Arkansas 72227. ARTICLE V – BOARD OF DIRECTORSSection 1 – Number The number of Directors shall be (12). Section 2 – Composition The Board of Directors shall be composed of the following elected members: President, President-Elect, Secretary, Treasurer, Disbursing Officer, a Chairperson of Religious Education, Immediate Past President, and five (5) Members at Large, who shall perform their duties as outlined in the Bylaws. All Members at Large shall be elected to two year terms with two (2) members elected in even numbered years and three (3) members elected in odd numbered years. The President will serve three years on the Board; one as President-Elect, one as President and one as Immediate Past President. All other officers will be elected for a term of one year. Election of members of the Board of Directors shall take place at the Annual Congregational Business Meeting, and members shall be installed at the beginning of the church fiscal year. Members shall serve until their successors are installed. Members shall serve until their successors are installed. Any person who has served on the Board of Directors for a total of six (6) consecutive years shall be ineligible for re-election to the Board until he or she shall have remained off the Board for at least one (1) year. All Board members shall be voting members, in good standing, of the Church. Section 3 – Vacancy in Office When a vacancy occurs on the Board of Directors between annual elections, the Nominating Committee shall present to the Board within thirty (30) days a list of candidates for the vacant position; Board and congregation members may nominate candidates as well. The Board shall elect one of the candidates to fill the vacancy until the next annual election. The voting membership shall be given at least seven (7) days’ written notice of any board meeting at which an election for a vacant office is to be held. Nominations by Board members or by the voting membership shall be made at the Board meeting at which the election is to be held. Section 4 – Committees and Affiliated Organizations Each Standing and Ad Hoc Committee of the Church shall be responsible through its Chairperson to the Board of Directors for the Committee’s use of Church facilities, supplies, funds, or auspices. Except as otherwise provided in the Bylaws, the congregation President shall appoint the Chairperson of each Committee, subject to approval by the Board: the Chairperson of each Committee shall appoint all other members of the Committee, subject to approval by the Board; and each Committee shall have whatever number of members the Chairperson deems necessary to fulfill the Committee’s purposes. Each affiliated organization of the Church shall be responsible through its President to the Board of Directors for the organization’s use of Church facilities, supplies, funds, or auspices. Each affiliated organization shall choose its officers, set its membership requirements, and direct its activities according to the wishes of its members. Use of church facilities, supplies, funds or auspices by any Committee or affiliated organization of the Church, or by any person from outside the Church, shall require general approval by the Board. Section 5 – Duties The Board of Directors, on behalf of the Church, shall have general charge of the Church’s property, the conduct of its business affairs, the control of its administration, and the interpretation of its Articles of Incorporation and Bylaws. Members of the Board shall be responsible for attending Board meetings. If any members [sic] is absent from three (3) consecutive, regularly scheduled monthly Board meetings during the fiscal year. [sic] said person shall be automatically removed from the Board. Such person may be reinstated at the next regularly scheduled Board meeting if that person explains his or her reasons for absence and the other members then vote to retain him or her on the Board. Results of this vote shall be conveyed to the congregation in a report of the minutes for that Board meeting. ARTICLE VI – MEMBERSHIPSection 1 – Definition of Membership Any person shall be a member of the Church with full voting privileges who has signed the official Membership Book, who is sixteen (16) years of age or older, and who has made an identifiable financial contribution to this Church during the twelve (12) months preceding certification or belongs to a household which has made such a contribution. Any person desiring to be a member who cannot make such a contribution due to his or her economic circumstances shall qualify for voting privileges by stating in writing to the Membership Committee his or her desire to enjoy voting privileges, provided that the other requirements of membership are met. Membership shall automatically terminate upon death, written resignation, holding membership in another church in another denomination, transferring to another church or fellowship in the Unitarian Universalist Association, or failure to provide the church with a current mailing address. Membership shall also terminate upon failure to satisfy the identifiable financial contribution requirements of membership unless the written request for voting privileges cited above is submitted to the Membership Committee. The Board may exempt an individual from any of the provisions in the paragraph. Section 2 – Certification of Voting Membership The Treasurer and the Membership Committee shall review the membership rolls at least once each fiscal year, and shall maintain a current list of those persons who have qualified as voting members of the Church. Persons who have ceased to qualify as voting members shall be removed from said list after being given ten (10) days’ written notice. Persons who are not voting members of the Church shall not be entitled to receive notices of meetings and shall not be included in statistical reports of the Church. Membership shall also be terminated by three fourths (3/4) vote of the Board of Directors. Persons shall be added or restored to voting membership upon complying with the requirements thereof. Section 3 – Powers These powers shall be reserved to the voting membership of the Church: approving the acquisition or disposal of real property of the Church; authorizing disbursements of the principal of the Endowment Fund; approving the annual budget, except that the Board of Directors may subsequently reallocate funds within the approved budget if necessary; committing the Church to a public position or action on a controversial issue; amending the Article of Incorporation or the Bylaws; and calling or dismissing a minister. Although “minister” is referred to herein in the singular person, the term “minister” shall include Associate, Assistant, Affiliated, and Interim ministers called by the Congregation. ARTICLE VII – DENOMINATIONAL AFFILIATIONThis Society shall be a member of the Unitarian Universalist Association and of the appropriate district or Conference thereof. ARTICLE VIII – MEETINGSSection 1 – Definition of Meetings Church meetings shall be open to all members and friends of the Church, except that all voting on business matters shall be done by voting members of the Church as defined by Article VI herein. Church meetings shall include worship services, a business meeting held for the purpose of electing officers or approving the annual Church budget, and any special business meetings. Annual or special business meetings shall include any meeting which involves consideration of personnel, budget, property, or other policy matters by the congregation. Section 2 – Business Meeting Requirements Annual or special business meetings shall be called by giving at least seven (7) days’ written notice via timely mailing to all voting member households in the Church at their last known addresses. Such written notice shall state the topics to be considered at the meeting. A congregational meeting shall be held for the purpose of electing officers, for approving the annual church budget and for other church business. The meeting shall be held at a time and place designated by the Board of Directors. The President shall call a special business meeting by the above procedure if requested to do so by ten percent (10%) of the annual membership certified to the Unitarian Universalist Association. Such a request shall be in writing and shall state the topics to be considered at the meeting. Such call shall be issued within seven (7) days of receiving the request. The President shall call a special business meeting by the above procedure if instructed to do so by a majority vote from a quorum, as defined below, of voting members. Such a call shall be issued within seven (7) days of the authorizing vote. All business matters shall be decided by a majority vote of the voting members present and voting; except that committing the Church to a public position or action on a controversial issue, or amending the Articles of Incorporation shall require a two-thirds (2/3) majority vote. The action of calling a minister shall require a four-fifths (4/5) majority vote; dismissing a minister shall require a two-thirds (2/3) majority vote. All business matters shall be decided only with the presence of a quorum, which shall consist of at least twenty-five (25) voting members or twenty five percent (25%) of the voting membership, whichever is smaller. The quorum for a congregational business meeting having as its purpose the calling or dismissing of a minister shall be at least forty percent (40%) of the voting membership. ARTICLE IX – MINISTERSection 1 – Duties and Responsibilities The minister shall be responsible for the conduct of worship within the Church and for the Church’s spiritual interests and affairs. The minister shall have freedom of the pulpit as well as freedom to express his or her opinions outside the pulpit. The minister shall be an ex officio member of the Board of Directors. Section 2 – Calling the Minister The minister shall be called on recommendation of the Pulpit Committee by a four-fifths (4/5) majority vote, using secret ballot, of the qualified voting members of the Church present and voting at any meeting legally called for the purpose; a quorum for such a meeting is to be constituted by at least forty percent (40%) of the voting members rather than the normal business quorum set forth in Article VIII herein; provided, however, that the Board of Directors may, by a four-fifths (4/5) majority vote, recommend to the congregation candidate(s) for a) Affiliated Minister and b) Minister Emeritus only, which candidate(s) shall be called by the qualified voting members of the Church as provided in this Section. Section 3 – Tenure The tenure of the minister shall be indefinite unless the minister and the Board of Directors approve a contract for a definite term. Section 4 – Dismissing the Minister If dismissal of the minister is sought, a statement of the proposed reasons shall be made to the minister, and he or she shall have an opportunity to respond to those reasons before a final vote is taken. Should the minister be dismissed, dismissal shall be by a two-thirds (2/3) majority vote, using secret ballot, of the qualified voting members of the Church present and voting at any meeting legally called for that purpose; a quorum for such a meeting is to be constituted by at least forty percent (40%) of the voting members rather than the normal business quorum set forth in Article VIII. Section 5 – Notice The minister shall give three (3) months’ notice if he or she resigns, unless the Board and the minister agree to waive this requirement. The minister shall be given (3) months’ notice if he or she is dismissed, unless the Board and the minister agree to waive this requirement. Section 6 – Contract The Church’s contract with the minister shall be approved by the minister and the Board of Directors. The contract shall include no terms which conflict with the Articles of Incorporation or the Bylaws of this Church. ARTICLE X – RULES OF ORDERAll business meetings shall be conducted by parliamentary procedures as stated in the current edition of Robert’s Rules of Order Newly Revised. ARTICLE XI – BYLAWSOther rules necessary for the routine business of this Society shall be detailed in the Bylaws. Such bylaws may be adopted or changed by a simple majority of the voting members present and voting under the rules of these Articles of Incorporation. ARTICLE XII – ASSUMPTION OF RIGHTS AND LIABILITIESThis Corporation is a successor corporation to the Unitarian Universalist Church (of Little Rock), and it assumes all the rights and liabilities now existing of the Unitarian Universalist Church (of Little Rock). ARTICLE XIII – AUTHORITYThese Articles of Incorporation and Bylaws shall supersede all previous governing documents of this Church, and any subsequent amendments shall be effective immediately upon adoption. BYLAWSOF THEUNITARIAN UNIVERSALIST CHURCH OF LITTLE ROCK
(as amended May
29, 1980) BYLAW B-1 QUORUMSNo business shall be transacted by the Board of Directors in the absence of a quorum. A quorum shall consist of a majority of the Board members. BYLAW B-2 – OFFICERSB-2-1 The President is automatically chairperson of the Board of Directors, and presides at all business meetings of the Church and of the Board. He or she is an ex officio member of all Committees except the Nominating Committee. The immediate past president shall be chair of a Personnel Committee to handle personnel matters. Subject to Board approval, the President shall appoint the Chairperson of each Standing and Ad Hoc Committee, except as otherwise provided in the Articles of Incorporation of [sic] the Bylaws. Such committees shall be generally responsible to the Board for their work. B-2-2 The President Elect shall act in the place of the President during his or her absence, and shall serve as Chairperson of the Council of Committees. In the event a vacancy occurs in the office of President, the President Elect shall fulfill the duties of President until a successor takes office. B-2-3 The Treasurer shall receive and safely keep all monies and other property of the Society entrusted to his or her care. He or she shall keep a complete account of the monies received by the Society on books which shall remain the property of the Society, and which shall be open for inspection at any time to the Board of Directors. He or she shall be a member of the Finance Committee. He or she shall furnish statements of pledge status to the membership of the Church. The Treasurer shall not release monies for purposes other than those for which the monies were contributed. B-2-4 The Disbursing Officer shall disburse funds under the direction and to the satisfaction of the Board of Directors. He or she shall keep a record of funds disbursed for the Society. This record shall be opened for inspection at any time by the Board of Directors and shall remain the property of the Society. He or she shall make available a current statement of disbursements at every meeting of the Board and of the Society. He or she shall be a member of the Finance Committee. His or her annual statement for the fiscal year may be audited and certified by persons designated by the Board of Directors. B-2-5 The Secretary shall keep minutes of all Board meetings and congregational business meetings. He or she shall report said minutes or a summary thereof to the congregation through the Church newsletter. He or she shall handle all Board correspondence. BYLAW B-3 STANDING COMMITTEESB-3-1 The following shall be Standing Committees:
Each Committee shall form its own subcommittees as needed. Except as otherwise provided in the Articles of Incorporation or the Bylaws, each Standing Committee shall serve until a successor is appointed or elected, or until September first, whichever is earlier. Subject to Board approval, a new President may reappoint a Committee Chairperson, and the Committee Chairperson may reappoint the Committee members. B-3-2 The Worship Committee shall work with the minister in arranging for and carrying out the worship services. The Committee shall be responsible for ushering, collecting the offering, decorating the Sanctuary, and other functions the Committee and the minister may agree upon. B-3-3 The Religious Education Committee shall include the Religious Education Chairpersons, and at least four (4) other persons. Chairpersons shall be elected by the voting membership of the Church. The Committee shall establish policies and standards for the Religious Education program; act as liaison between the Religious Education staff and the congregation; recommend to the Nominating Committee candidates for Chairpersons of the Religious Education Committee; and, when appropriate, recommend to the Board a candidate for appointment or hiring as Religious Education Director. The Religious Education Director shall be executive officer for the Committee and shall administer its decisions. B-3-4 The Membership Committee shall engage in a sustained program for encouraging membership growth and active participation in the Unitarian Universalist Church. The Committee shall work with the Treasurer in maintaining a current list of the church’s voting members. B-3-5 The Finance Committee shall include the Treasurer, the Disbursing Officer, and at least one other member. The Committee shall conduct an annual every-member canvass and any special financial canvasses; solicit financial pledges from new Church members as they join; solicit annual budget requests from the other Standing Committees; prepare an annual budget proposal for submission to the Board and the congregation; and work with the Long range Planning and Development Committee to reconcile the proposed annual budget with the Church’s long term goals. All persons who have been nominated for positions to the Board of Directors shall be invited to the Board meeting where a final annual budget proposal is developed for presentation to the congregation. B-3-6 The Church’s Constitution shall consist of its Articles of Incorporation and its Bylaws. The Constitution Committee shall review the Constitution and recommend changes when needed; advise the Board and the Congregation regarding the constitutionality of Church activities; and recommend interpretations of the Constitution to the Board. B-3-7 The Buildings Committee shall be responsible for the care of the physical facilities of the church. The Committee shall provide for the repair and maintenance of the church buildings and equipment; maintain a perpetual inventory of all church properties; arrange for and operate utility services; and make the church facilities available for all authorized purposes. B-3-8 The Social Responsibility Committee shall provide channels for interested persons to work on social issues and problems. The Committee shall not speak or act in the name of the entire church unless authorized to do so by two-thirds (2/3) of the voting members present and voting in a duly held business meeting, as defined by the Articles of Incorporation. B-3-9 The Committee on Ministry shall include five (5) members, two (2) appointed by the minister and three (3) elected by the voting membership of the Church. Elected members will serve for three year terms, elected on a staggered basis. The President shall appoint one of the elected members as Chairperson of the Committee, with advice from the minister and subject to approval of the Board. The purpose of the Committee on Ministry is to strengthen the quality of ministry within the congregation. It serves as a communication channel between the minister and the congregation. It also reviews the work of ministry in general within the congregation. The Committee shall facilitate a constructive and harmonious relationship between the congregation and the minister; serve as a liaison for the constructive exchange of views on ministry and the minister; annually solicit the congregation’s opinions regarding the various aspects of the ministry; make annual recommendations to the Finance Committee regarding the minister’s salary and other benefits; and meet at least once each quarter of the fiscal year with reasonable notice of said meetings to the congregation. At least once each quarter the Committee shall submit a written report to the Board of Directors through the Board President. B-3-10 The Long Range Planning and Development Committee. Past presidents of the congregation shall be members of the Long Range Planning Committee. The committee will function only when called upon by the Board and will undertake such projects as are deemed appropriate by the Board of Directors. Only those members wishing to serve shall be called on. The Board will appoint one member to serve as chair each time the committee is activated. When the Committee has completed the project, it will become inactive. B-3-11 The Denominational Affairs Committee shall represent the denomination to the congregation and the congregation to the denomination by maintaining liaison with the Unitarian Universalist Association and the Southwest Unitarian Universalist Conference. The Committee shall be responsible for routine correspondence with the UUA and SWUUC, arrange for delegates to the UUA and SWUUC meetings; arrange for the congregation to fully inform and express itself on denominational issues. The Committee shall also maintain liaison with other UU Societies, particularly developing or potential Societies in Arkansas. B-3-12 The Endowment Fund Committee shall consist of five (5) members elected by the congregation who will serve as Trustees of the Endowment Fund. Each elected Committee member shall serve a term of not more than five (5) years, and terms of office shall be staggered. The Trustees will be responsible for investing the assets of the Endowment Fund in a manner consistent with the Trust Document establishing the Endowment Fund. The specific terms of the Trust Document shall be approved by the Board of Directors. The Committee shall elect its Chairperson annually by majority vote; shall meet as often as necessary but no less frequently than quarterly; shall make the information available concerning lifetime and testamentary gifts to the Church; and shall be responsible for the filing of the Endowment Fund’s annual tax returns. B-3-13 The Nominating Committee shall nominate candidates for all elected Church offices in all regular and special elections, except as provided below. The Nominating Committee shall include six (6) members. One (1) person from the previous year’s Committee shall be appointed by the President as an ex officio member, and the remaining five (5) members shall be elected by the Church membership. Two (2) of the five (5) elected members must be nominated from the floor of the business meeting at which the Nominating Committee is elected. The President shall appoint one of the elected members as Chairperson, with the approval of the Board of Directors. B-3-14 The Hospitality and Fellowship Committee shall coordinate and plan social events and programs to build fellowship among the members and friends of the church; shall provide for hospitality to guest speakers or denominational officials from out-of-town; and shall provide for refreshments following Sunday worship services and other special events. B-3-15 The Caring Committee shall coordinate with the Minister and plan a continuing program under which members and friends of the Church shall volunteer their support and service to those in need due to illness, bereavement, misfortune, or other reasons. The Committee shall designate one or more persons to serve monthly as care coordinator(s) to receive requests for support and services, assign volunteers to satisfy such requests, and notify the minister in appropriate situations. B-3-16 The Personnel Committee shall handle all personnel matters as defined by the Board of Directors. The Committee shall consist of the immediate past president and three (3) persons appointed by the President and approved by the Board. B-3-17 The Grounds Committee shall be responsible for the care of church property outside of and excluding the church buildings. The committee shall provide for the repair and maintenance of all lawn and garden tools, maintain a perpetual inventory of tools and equipment and provide supervision for duties and work projects related to the care and maintenance of the church grounds. The committee shall consult with the Buildings Committee when appropriate. B-3-18 The Aesthetics Committee shall plan and coordinate the addition of furnishings, pictures, and decorative material items throughout the Church building. Any changes or additions must be cleared through the Committee first. The Committee will consult with the Buildings Committee as appropriate.
B-3-19 The Earth Ministry Committee shall provide channels for interested persons to work on environmental issues as well as causes that foster and encourage the 7th Principle of the Unitarian Universalist Association. BYLAW B-4 – AD HOC COMMITTEESB-4-1 Ad hoc committees are established for a specified task for a specified period of time by the Board of Directors. B-4-2 The Pulpit Committee shall, as an Ad Hoc Committee, make recommendations to the congregation concerning the calling of a minister. The Nominating Committee shall present to the voting membership a list of candidates for Chairperson and for other members of the Pulpit Committee; the congregation may nominate other candidates as well. The voting membership shall elect the Pulpit Committee Chairperson and the other members of the Pulpit Committee in accordance with Article VIII of the Articles of Incorporation. The Pulpit Committee shall have whatever number of members the board of Directors [sic] deems necessary to fulfill the Committee’s purposes, provided that there shall be at least (5) members. The procedures of the pulpit Committee shall be in accordance with the recommended procedures of the Unitarian Universalist Association. |