The Proposed Bylaws immediately follow this section (Understanding the Differences between the Current and the Proposed UGC Bylaws)

 

Understanding the Differences between the Current and the Proposed UGC Bylaws 

Introduction

Unity in the Gold Country Spiritual Center (UGC) currently operates under bylaws prepared over 20 years ago. For some time, Unity Worldwide Ministries (UWM) has encouraged us to update our bylaws and the COVID-19 epidemic made clear that this project was past due. Last April 2021, the Board of Trustees (BOT) formed a Bylaws Committee to review the current bylaws, compare them to the template provided by UWM, and then draft a document that blended the two.

The Bylaws Committee included Reverend Jeremiah Farrell, BOT President Claire Palmerino, and Vice President Angela Apostal. The Committee met every few weeks, systematically working through the documents article by article. Beginning in July, the Board reviewed and approved sections of the proposed bylaws at their monthly meetings until the entire document was complete. After the Board approved the final draft in November 2021, the document was submitted to UWM for review. In December 2021, UWM approved the proposed new bylaws without any suggested or required changes.

 

Major Differences

The Bylaws Committee quickly discovered that our current bylaws aligned with the UWM template in most ways. We used the template as the starting point for our work, adapting the template to fit our community processes where necessary. This resulted in some structural/organizational changes in the bylaws. While there are many minor changes from the current bylaws to the proposed bylaws, the substantive changes are outlined below.

1. Declared Emergencies. Our current bylaws do not address declared states of emergency. The COVID-19 pandemic underscored the necessity of allowing increased flexibility in BOT authority during times of a declared emergency. The proposed bylaws include a new article, Article VII, that addresses emergency situations.

2. Use of Technology. Our current bylaws were written well before technologies were readily available for electronic communication and online meetings, classes, services, etc. The proposed bylaws insert language regarding electronic communication where appropriate. The current bylaws are clear that our Annual General Meeting be held in person. In 2021, we were unable to hold the Annual General Meeting because of the ban on large gatherings due to COVID-19. The proposed bylaws address this by allowing the BOT the flexibility to hold in-person, online, or hybrid annual meetings. The proposed bylaws specify that members attending the meeting in cyberspace be allowed to vote. The new bylaws also allow for the monthly BOT meetings to take place online.

3. Timing of Annual General Meeting. Our current bylaws specify that the Annual General Meeting must be held “any Sunday in February.” The proposed bylaws provide a larger window, stating that the Annual General Meeting is to be held during the first quarter of the year. This allows greater flexibility.

4. Parliamentary Procedure. The current bylaws specify that Board meetings and Annual General Meetings are conducted using Robert’s Rules of Order. Robert’s Rules of Order, in its most current form, is an 800+ page document with complicated rules for decision making. This complex, overly prescriptive process no longer fits our needs. In the proposed bylaws, we have omitted reference to Robert’s Rules of Order and replaced it with a consensus with voting model. The Board typically achieves consensus, but we acknowledge that there are times when consensus is not possible. In those instances, a vote is required to move forward.

5. Rebalancing the Board. The current bylaws are silent on procedures for re-establishing a balanced board that includes a healthy mixture of continuing and newly elected board members should the rotation of new and experienced board members become disrupted. The proposed bylaws give the Board authority to devise a strategy for re-balancing the board composition if/when circumstances require it. (Note: Our current board composition is about to be seriously out of balance between new and experienced members because no new board members were elected last year. Those board members who were due to leave their positions in 2021 agreed to extend their service by one year—consequently, we have a “double dose” of departures from the board in 2022.)

 

 

Proposed Bylaws for Unity in the Gold Country Spiritual Center

 

ARTICLE I – Name

 

The name of this local ministry shall be Unity in the Gold Country Spiritual Center, dba Unity in the Gold Country [Article of Incorporation, CA, September 1, 2000]

 

ARTICLE II - Purpose

 

Section 1. Statement of Purpose. The purpose of Unity in the Gold Country Spiritual Center (UGC), a California nonprofit corporation, (hereinafter referred to as “ministry” or UGC) is to teach the universal principles of Truth, as taught and demonstrated by Jesus Christ and other spiritual teachers and interpreted by the Association of Unity Churches, Inc., d/b/a Unity Worldwide Ministries, a Georgia nonprofit corporation, with headquarters at Unity Village, Missouri, hereinafter referred to as Unity Worldwide Ministries (UWM); and, to live its vision, mission, and core values as adopted by the members of UWM from time to time.

 

Section 2. Accomplishment of Purpose. In the accomplishment of this purpose, UGC shall conduct services of worship and classes of instruction and demonstrate the principles of Truth by using them in the operation of the ministry and adopt other means that in the judgment of the minister shall further the principles of positive practical Christianity.

             

Section 3. Unity Worldwide Ministries. UGC shall be a vital part of the worldwide Unity movement and a member of UWM. Any member of this ministry may call upon the resources and support of UWM through its senior minister (or co-ministers), board of trustees, staff, or through direct communication with UWM.

 

In the spirit of cooperation, the operation and conduct of this ministry shall comply with the bylaws, policies, and regulations of UWM, insofar as they do not conflict with the laws of the State of California.

 

1. Participation. This ministry may have its voice heard and its wishes expressed in the membership meetings of UWM, and, its members may participate in workshops, seminars, and classes designed to encourage and foster their spiritual development and that of the ministry.

 

2. Resources. This ministry can benefit from its membership in UWM and its corresponding region through direct support, materials, and coaching regarding organization, finances, music, adult and youth education, ministry growth programs, ethics compliance, and other topics related to the ministry function.
    
3. Leadership. This ministry shall have as its leader an ordained or licensed Unity minister(s) approved for ministry employment by UWM or a person serving under special dispensation approved by UWM. For the purpose of these bylaws, the term “minister” shall include a person serving under special dispensation of UWM.

 

D.  Teaching. The principles of practical Christianity shall be taught through this ministry using methods, textbooks, literature, and other materials consistent with the guidelines of UWM.

     

 

5. Comply with Requests. The ministry shall comply with all requests for identifying information from UWM, including, but not limited to copies of the ministry’s:

     

1.   Articles of Incorporation;

 

2.   Bylaws whenever updated;

 

3.   Deeds to properties owned by the ministry;

 

4.   Form SS-4, Application for Employer Identification Number, once it has been returned by the IRS to the ministry;

 

5.   Form 8822-B, Change of Address or Responsible Party.

 

F.   Reports. The ministry shall make annual reports to UWM as required.

 

ARTICLE III - Office and Official Records

 

Section 1. Principal Office. The principal executive office of the ministry shall be fixed by the Board of Trustees. Said office shall be in Nevada County, California, or at such other place within California as the Board of Trustees hereafter shall designate. The ministry may also have offices at such other place or places as the Board of Trustees may from time to time designate.

 

Section 2. Official Records. Records of membership, finances, donation, corporate minutes, and other records required by law or as designated by the Board of Trustees shall be maintained at the principal office of the ministry. Confidential documents are available only for use by the minister(s), board members, or designated professional staff and advisors. Non-confidential documents are available to members.

 

ARTICLE IV - Members

 

Section 1. Qualifications. A member of UGC shall endeavor to live in accord with the principles of love and truth as taught by Jesus Christ and Unity and to further the work of this ministry through active interest, participation, love, and support.     

 

Section 2. Membership Application.  Anyone desiring membership in Unity in the Gold Country, Inc. will file an application for membership card with the ministry office. Applicant will be given an orientation as to what to expect from membership in the ministry and will be welcomed into the ministry on the next Membership Sunday. All staff ministers and licensed Unity teachers are considered members of this ministry.  

 

Section 3. Membership.

 

1. New Members. A new member shall have voting rights at all membership meetings up through and including the next regularly scheduled annual membership meeting after joining the ministry.

 

2. Active Member. A member will retain status as an active member through his/her participation in prayer, service, classes, and/or giving during a fiscal year and shall hold membership until such membership is voluntarily severed, or as long as their ideas and conduct are in accord with the fundamental principles of this Ministry.

 

3. Youth Members. Youth membership may be established under the following provisions:
   1. Youth membership is open to those who are no less than thirteen (13) years of age and no more than seventeen (17) years of age.
   2. A youth member shall have the right to speak at all meetings which members have the right to speak. Youth members shall be ineligible to vote at the annual and special business meetings. Upon obtaining the age of eighteen (18) a youth member becomes a voting member.
   3. Youth members are not eligible to serve as members of the Board of Trustees, but may be appointed as a Youth Representative and attend board meetings.

 

Section 4.  Removal of Membership for Cause. A member may be removed for cause by the Board of Trustees. Prior to any vote concerning removal, the member in question must be notified by certified mail at least thirty (30) days prior to the Board of Trustees meeting of the charges that may lead to removal of membership and thereafter be given an opportunity for a hearing before the Board. The member shall have the right to be present at the hearing by the Board of Trustees and may bring a person to support him/her; such person must be a member of UGC.  A two-thirds (2/3rds) vote of the entire membership of the board currently in office shall be required for removal of membership. A member so removed is ineligible to be reinstated as a member within two years of removal unless approved by a two-thirds (2/3rds) vote at a board meeting with a legal quorum.

     

 

Section 5. Rights of Members. Each member of UGC shall have the following rights:

  

A.  To vote at any membership meeting, either in person, by telephone, or by other electronic means simultaneously, with a minimum standard being oral communication.

 

B.  To serve on ministry teams if selected; to speak in debate at any membership meeting according to the rules provided for debate;

 

C.  To offer suggestions to the minister(s) or board of trustees as may seem advisable for the good of the ministry;

 

D.  To contact a Regional Representative or UWM directly for guidance, support, or information on available resources;

 

E.  To participate in all activities and programs of the ministry; 

 

F.   To review the annual financial report of the past year.

 

ARTICLE V - Meetings

 

Section 1. Meetings. There shall be one annual membership meeting each year.

 

A.  Date and Location of Annual Meeting. The annual membership meeting shall be held during the first quarter at the principal location of the ministry at a time and date established by agreement between the senior minister or co-ministers and Board of Trustees. The annual membership meeting may be in person, virtual, or a hybrid with in-person and online participants.

 

B.  Notice. Written notice stating the date, time, and place of the annual meeting shall be sent by postal or electronic mail to all members at least thirty (30) days in advance of the meeting.

    

C. Quorum. Those active members present and voting at a membership meeting called pursuant to the notice provisions of Section B [Notice] will constitute a quorum for the transaction of business at any membership meeting. Members unable to be physically present at a membership meeting may attend, be counted in the quorum, and vote if they participate via live-stream or other video conference technology.

        

      D.  Presiding Officer. The President of the Board of Trustees shall serve as the presiding officer of the annual membership meeting unless the President relinquishes the chair to another board member, to a representative of UWM.

 

      E.  Participation. The right to speak in debate, to make motions, and to vote during annual meetings shall be restricted to those members who are present physically or by electronic means, The right of other persons to speak during membership meetings may be extended by the presiding officer or by a two-thirds (2/3rds) vote. UWM’s representative(s) have a right to speak when they are at the meeting.

 

      F.   Voting. Unless otherwise provided in these bylaws, a simple majority of the members qualified to vote, and voting, shall be necessary for approval or disapproval of the action being voted upon with the exception outlined in Section 1.G.3 below. Absentee ballots are not allowed. Members attending the meeting online must be given the opportunity to vote; the Board shall specify the means through which this may occur.

 

      G. Power and Authority. At annual membership meetings, members shall have the power and authority to do all of the following:

 

1. Elect members to the Board of Trustees; 

 

2. Approve proposed amendments to these bylaws;

 

3. Approve by a two-thirds (2/3rds) vote any expenditure regarding the sale, pledge, or proposed financing of real property belonging to this ministry that exceeds fifty-thousand dollars ($50,000) or thirty-five percent (35%) of the previous year’s income, whichever is less;

 

4. Elect two members to serve on the Nominating Committee to identify trustee candidates for the following year’s Annual General Meeting;

 

5. Override any action of the Board of Trustees provided notice of the action to be voted upon is sent by postal or electronic mail to all members in writing thirty (30) days prior to the meeting and is approved by a two-thirds (2/3rds) vote;

 

6. Remove by a two-thirds (2/3rds) vote any or all trustee(s) from the Board of Trustees provided notice of the action is sent by postal or electronic mail to all members in writing fifteen (15) days prior to the meeting;

 

7. Any active member may request in writing, no later than thirty (30) days prior to the annual meeting, that a specified matter be placed on the agenda;

 

8. Vote on any matters officially brought to the attention of the membership.

      H.  Prayer. In any annual membership meeting, the Board president, minister(s), UWM representative or any member may request that action on an item of business be suspended while the membership enters into a time of prayer concerning the item of business. Upon such request, the presiding officer shall provide a period of prayer and silence.

 

Section 2. Special Membership Meeting.

 

A. Requesting Special Meetings. Any time the affairs of this ministry warrant, a special membership meeting may be requested by the senior minister (or co-ministers), by a majority vote of the entire number of trustees currently serving on the Board of Trustees, or by a petition signed by a minimum of ten UGC members and submitted to the Board of Trustees.         

 

      B.  Calling Special Meetings. Upon receiving proper request for a special membership meeting, the president of the Board of Trustees shall call the meeting on behalf of the requesting party within thirty (30) days of the receipt of the request. The notice of a special meeting shall be sent by postal or electronic mail to all members at least fifteen (15) days prior to the meeting. The location, quorum, presiding officer, participation, voting, and prayer provisions for special membership meetings shall be the same as those for annual meetings.

 

      C. Special Meeting Business. Business conducted at a special meeting shall be limited to the pre-stated purpose(s) given in the meeting notice.

 

ARTICLE VI – Board of Trustees

 

Section 1. Composition. The Board of Trustees shall be composed of the senior minister (or co-ministers) and at least six (6) and no more than eight (8) other trustees. The trustees shall be elected from among the membership of UGC at the annual membership meeting.

 

Section 2. Eligibility and Term of Office.

 

1. Qualifications. To be eligible to be elected to the Board of Trustees, a person must be a member of UGC for at least one (1) year. In addition, candidates for election shall endeavor to live in accord with the Jesus Christ principles of love and truth as taught by Unity Worldwide Ministries, and, have the time to serve on the Board of Trustees.

 

      B. Term of Office.  Six elected trustees shall hold office for three (3) years and two (2) trustees shall hold 1-year terms; they will hold office until their successors have been elected and assume office. Trustees elected at any annual membership meeting shall take office at the conclusion of the annual membership meeting at which they were elected. No elected trustee shall serve more than two (2) consecutive 3-year terms without an interval of one (1) year between terms. No board member shall serve more than seven consecutive years.

 

Section 3. Prohibition of Board Service. The following persons are prohibited from serving on the board of trustees:

 

A. Any active licensed Unity teacher from this ministry;
 

B. Relatives, significant others or household members of any trustee of the ministry;
 

1.  Individuals receiving compensation from the ministry with the exception of the senior minister (or co-ministers);

 

2.  Relatives, significant others or household members of any individual receiving compensation from the ministry may serve on the board, but may not vote on any matter of compensation as it relates to such individual or business entity owned by such individual.

 

Section 4. Regular Board Meetings. Regular meetings of the Board of Trustees shall be held at least once a month, unless otherwise determined by the board. There must be a minimum of one (1) meeting per quarter. Board meetings typically occur in person; however, online meetings are allowed as deemed necessary or prudent.

 

Section 5. Special Board Meetings. Special meetings of the board shall be called by the President of the Board if requested by the senior minister (or co-ministers), by three (3) or more trustees, by a written petition of ten percent (10%) of the ministry’s voting members, or by the President, if the President deems it necessary. Any request for a special board meeting shall be made in writing to the Board Secretary. All current board members, including the senior minister (or co-ministers), shall be sent notice by postal or electronic mail of any special board meeting at least seventy-two (72) hours in advance of the meeting. The attendance of any member of the board at the meeting shall serve as a waiver of this notice requirement.

 

Section 6. Action without a Meeting. The Board may take an action without a meeting if a consent in writing, setting forth the action so taken, is signed or electronically acknowledged by a majority of the trustees and is thereafter ratified at a regular or special meeting.

 

Section 7. Quorum. A majority of the total number of trustees including the minister(s) constitute a quorum for the transaction of business. Unless otherwise provided herein, the vote of a majority of the trustees present and voting shall be necessary for approval of the action being voted upon. Should the total number of trustees actively serving, including the minister(s), fall below a quorum, the remaining trustees shall refer to and implement Section 13 concerning vacancies. Telephonic or electronic attendance is permitted and is not considered an absence.

 

Section 8. Board Authority.

 

1. Except as provided in these bylaws, all authority is vested in the Board of Trustees only when it meets in session after notice to all trustees and the senior minister (or co-ministers), and a quorum is present.

 

2. When discussing the minister's (or co-minister’s) compensation, working conditions, or review of the minister's work record the Board (including the minister) may decide to exclude the minister from that portion of the discussion. 

 

Section 9. Prayer. It is important that in addition to adhering to the normal procedures for legal functioning set forth in these bylaws, that the spiritual principles taught by Unity Worldwide Ministries be utilized in the handling of decisions before the Board of Trustees. During the discussion of any item of business, a trustee may request time for prayer concerning the topic. Upon such request, the President shall provide a period of prayer and silence.

 

Section 10. Duties and Responsibilities of the Board of Trustees. As representatives of the membership, the Board of Trustees shall:

 

      A.  Uphold the spiritual purpose of this ministry as stated in Article II, Section 2, of these bylaws;

 

      B.  Uphold the best interests of the membership in conducting the business of this ministry;

 

      C.  Be conversant with bylaws, articles of incorporation, and establish policy for the operation of the ministry;

 

      D.  Be faithful in attendance at weekly services as well as board, membership, and special team meetings of this ministry;

 

      E.  Determine the business needs of this ministry and authorize payment of funds for those purposes;

 

      F.   Provide for the administration of the real and personal property of this ministry;

 

G.  Make decisions regarding the sale, pledge, or proposed financing of real property belonging to this ministry provided that all decisions concerning the sale, pledge, or proposed financing of real property exceeding fifty thousand dollars ($50,000) or thirty-five percent (35%) of the previous year’s income, whichever is less, shall be presented to the membership at a properly constituted membership meeting for final approval;

 

H.  Employ an ordained or licensed Unity minister(s) through cooperation with the employment procedures of the Unity Worldwide Ministries (UWM);

 

I.   When conflict arises between board members or the board and the senior minister (or co-ministers), such ministry shall seek to reconcile differences and immediately notify UWM for help with procedures and to provide guidance and consultation. After a ministry and its senior minister (or co-ministers) have sought to reconcile differences and cooperated with the procedures and guidance of UWM, the Board of Trustees may terminate the employment of a senior minister (or co-ministers) by a two-thirds (2/3rds) vote (excluding the minister.) If the senior minister (or co-ministers) position becomes vacant, the Board shall notify UWM within three (3) business days;

 

J.  As recommended by the senior minister (or co-ministers), determine staff positions, including associate and assistant ministers, and authorize compensation through the annual budget process;

 

K.  Establish the fiscal year as the calendar year, unless the Board finds a compelling reason to adopt a non-calendar fiscal year;

 

L. Adopt an annual income and expense budget;

 

M. Authorize periodic reviews or audits of the finances of the ministry of which may be conducted by an outside auditor or from a committee of members elected by the Board;

 

N.  Ensure accounting records are current and properly maintained for all aspects of the ministry. When deemed appropriate by the Board, a qualified accountant may be employed for this purpose;

 

O.  When making a decision that has potential to financially benefit a board member or his/her relative, that board member has a duty to disclose any interest or financial benefit and must recuse him/herself from the discussion and any vote pertaining to the decision.

 

P.   Keep or cause to be kept an accurate record of members and former members;

 

Q.  Fill the unexpired term of any trustee vacancy;

 

R.  Elect officers of the Board and their successors to fill any unexpired term when necessary;

 

S.   Create such board committees as needed related to board functions and responsibilities of the board;

 

T.  Advise the President of the Board on appointments to such committees;

 

U.  Seek UWM assistance in the event of a dispute affecting the ministry;

 

V.  Attend and actively participate with ongoing board education programs;

 

W. Consider issues brought to their attention by the minister(s) or members of the board;

 

X.  Keep or cause to be kept a background check on all staff and volunteers directly involved with the children’s programs;

 

Y.  Keep or cause to be kept accurate records of gifts to the ministry in compliance with Internal Revenue Service regulations; acknowledge in writing contributions in compliance with Internal Revenue Service regulations;

 

Z.  Issue or cause to be issued necessary 1099 and W-2 forms in compliance with Internal Revenue Service regulations;

 

AA. Secure insurance covering the building, grounds, and other properties, also Worker’s Compensation insurance and liability insurance for all board of trustee members, minister(s), and either a fidelity bond or theft and dishonesty insurance for all persons who handle money;

 

BB. Take such other actions as may be deemed necessary for the best interests of this ministry;

 

   CC. Send the Annual Ministry Report to UWM.

 

Section 11. Nomination and Election.

 

A. Nominating Committee.

 

1. Selection.  A Nominating Committee shall consist of the senior minister, one (1) current board member and two (2) members of the ministry selected at the annual membership meeting.

 

a. At the annual membership meeting, the membership shall select two (2) members to serve on the Nominating Committee for the following year’s election. In the event a person elected to serve becomes unavailable, the Board shall select a person from among the members who is not a current member of the Board to fill the vacancy;

 

2. The Board shall select one of its trustees to serve on the Nominating Committee;

 

3. The Nominating Committee shall elect the chair from among the three (3) members;

 

4. In the event of an interim board, the Nominating Committee shall complete its selection process within thirty (30) days from the establishment of the interim board.

 

2. Duties and Responsibilities. The Nominating Committee shall initiate a search for at least one (1) qualified candidate per opening for nomination as a member of the board of trustees. The report of the Nominating Committee shall be sent to all members prior to the annual membership meeting.

 

1. Other Nominations. Any member wishing to nominate another member may do so by contacting the Nominating Committee no later than fifteen (15) days in advance to the annual business meeting.

 

2. Self-Nominations. Any member not nominated by the Nominating Committee may submit their name to the board of trustees no later than 15 (fifteen) days prior to the annual membership meeting. Such nominees shall then be placed on the board ballot for election at the annual business meeting.     

 

B. Nomination Procedure. The presiding officer of the annual membership meeting shall:

 

1.   Read Article VI, Section 10A and 10D of these bylaws just prior beginning the process of nomination and election; and

 

2. Call upon the Chairperson of the Nominating Committee to offer the ministry team’s nominations; and

 

3.   Read the names of additional nominees that have submitted their names at least fifteen (15) days prior to the annual business meeting.

 

3. Election Procedure. The election shall be by ballot at the annual general meeting. The result of the vote shall be announced to the annual meeting. The two (2) nominees receiving the highest number of votes shall be elected to fill three-year terms. The candidates receiving the next highest number of votes shall be elected to the one-year terms.

 

1. The ideal board balance is to have two newly elected three-year term members each year, two members continuing in their second year, and two continuing in their third year. The remaining board members fulfil one-year terms.

 

2.In the event that the balanced rotation of terms is disrupted, the Board has the authority to implement a procedure to rebalance the terms as needed.

 

Section 12. Removal from Office by the Board of Trustees. Any trustee may be removed by the Board of Trustees due to unexcused absences from three (3) successive regular board meetings, failure to fulfill the duties of the office, disruptive or unethical behavior. Removal requires a majority vote of the other board members.

 

Section 13. Vacancies.

      A.  Should there be a vacancy on the board of trustees, the board shall select a qualified replacement to fill the position. A majority vote of those present shall be necessary for election. The newly appointed board member shall fulfill the remainder of the term associated with the vacancy.

 

     B.  Should the number of board members fall beneath the quorum requirement, the remaining board members shall be empowered to call and hold the special meetings allowed by Section 13.C (below) and to carry on the necessary day-to-day activities of the ministry.

 

      C.  Should the number of board members fall beneath a quorum, a special membership meeting shall be called.

     

            1.   The special meeting shall occur within thirty (30) days with notice of the meeting sent by postal or electronic mail to all members at least fifteen (15) days prior to the meeting. The purpose of this meeting shall be:

 

1. To elect interim board members whose terms expire at the next annual general meeting;

 

                  b.   The Nominating Committee identified at the last annual general meeting shall follow the procedures outlined in 11.A.2 of this article to identify nominees for interim board positions.  The Nominating Committee shall prepare a roster of candidates to present to the special meeting to elect interim board members.

           

D.  Election Procedure.  The nominees receiving the highest number of votes shall fill the interim board positions.

     

Section 14. Board of Trustees Officers. The officers of the board of trustees shall be a president, a vice president, a secretary, a treasurer, and other officers as the board may decide. All officers shall be elected by a majority of the board members present and voting at the first board meeting after the annual meeting, or, at a special meeting called for the purpose of electing officers. The term of office shall be one (1) year or until successors are elected.

 

Section 15. Duties of Officers.

 

      A.  President. The president shall preside at all Board of Trustees meetings, preside at all membership meetings, appoint members of ministry teams related to board functions (except the Nominating Committee) with the advice of the board, serve as an ex officio member of all ministry teams except the Nominating Committee, sign such papers and documents upon proper authorization as may be necessary, and be responsible for collaborating with the senior minister in the planning of board orientations, retreats, and workshops.

 

2. Vice President. The vice president shall assist the president in the performance of that officer’s duties, perform all the duties of the president of the board in the absence of the president, and succeed to the office of president in case the office of the president becomes vacant. In such a case, a new vice president shall be elected from among the remaining trustees to fill the remainder of the unexpired term.

 

      C.  Secretary. The secretary shall keep, or cause to be kept, an accurate record of the minutes of all board and membership meetings, hold in custody and be responsible for all reports, contracts, other legal papers, keep the meeting minute books at the principal executive office of the ministry at all times or in such other depository as prescribed by the board, be a signatory to any legally required documents which the state or local government determine necessary, attend to all official business as directed by the board, keep or cause to be kept up-to-date membership lists.

 

      D.  Treasurer. The treasurer shall be custodian of all funds belonging to this ministry, pay out or cause to be paid out funds authorized by the board, see that all expenditures are evidenced by proper receipts and vouchers, keep or cause to be kept a record of all financial transactions, submit monthly financial reports at each regular board meeting, submit a financial report covering the last complete fiscal year and a budget for the upcoming year, to be presented to the membership at the annual general meeting, and account or cause to be accounted for by the appointment of qualified persons all funds received being responsible to assure that all such funds are deposited in accounts authorized by the board. When counting ministry funds, there should be at least two (2) unrelated persons present. The treasurer is required to pass background checks for the faithful performance of his or her duties as the board may require. Ensure that checks or invoices are signed by two of the people designated by the Board to sign checking accounts.

 

 

 

ARTICLE VII—Emergency Situations

 

In the case of a national emergency declared by the President of the United States, a State Emergency declared by the governor, or a local emergency as determined by the Board of Supervisors for Nevada County or by local government officials or by a two-thirds (2/3rds) vote of the UGC trustees present and voting, the Board of Trustees is authorized to meet by electronic means and to have the full power to adjust budgets and cancel/postpone events or reschedule them as electronic meetings. As long as the emergency lasts, the Board of Trustees may take any other emergency actions deemed helpful and necessary to assure the welfare of this ministry.

 

Further, the Board of Trustees has the authority to hold a virtual and/or hybrid Annual General Meeting during a time of declared emergency. New trustees may be elected according to procedures designed by the Board of Trustees for an Annual Meeting taking place during a time of emergency.

 

 

ARTICLE VIII – Administration and Leadership

 

Section 1. Administration. The administration of UGC shall be vested in the senior minister (or co-ministers) as the administrative director and the Board of Trustees elected from the membership. UGC shall comply with state and federal laws with regard to hiring practices and workplace environment.

 

Section 2. Minister(s).

 

      A.  Senior Minister (or Co-Ministers). The senior minister (or co-ministers) shall be duly licensed or ordained Unity minister(s), ordained Center for Spiritual Living ministers, or someone serving under special dispensation.

 

            1.   Duties. As the spiritual leader(s) of this ministry, the senior minister (or co-ministers) shall be responsible for the scheduling, conduct, content of services/classes, and all other activities that further the purpose of this ministry. As administrative director(s), the minister(s) shall:

 

a.   Be responsible for the complete functioning of this ministry, including the hiring and termination of all employees including associate or assistant ministers; while the minister is the only one with authority to hire or terminate an employee, the minister shall consult with the Board of Trustees prior to hiring or firing a ministry employee;

 

                  b.   Be and serve as voting member(s) of the Board of Trustees on all matters except their own employment, or that of their successor(s);

 

                  c.   Serve as ex officio member(s) of all ministry teams;

 

d.   Be responsible for creating specific ministry teams related to these duties; and appoint the members of these teams;

 

                  e.   Be responsible for promptly seeking UWM’s assistance in the event of a dispute adversely affecting the ministry.

 

2. Selection. The Board of Trustees shall select the senior minister (or co-ministers) following the employment procedures for ministerial personnel of UWM.

 

            3. Compensation. The compensation of the senior minister (or co-ministers) employed by this ministry shall be set by the board of trustees and be in alignment with the approved budget.

 

B. Associate and/or Assistant Ministers. Associate and/or assistant minister(s) are hired by the senior minister (or co-ministers) with the consent and approval of the Board of Trustees. These ministers function with less responsibility than the senior minister (or co-ministers).

 

1.  Duties. The associate and/or assistant minister(s) shall perform the duties and fulfill the responsibilities assigned them by the senior minister (or co-ministers).

 

2.   Compensation. To the extent funded by the board, the compensation of the associate and/or assistant Minister(s) shall be fixed by the senior minister (or co-ministers).

 

C. Code of Conduct. Any senior, associate, assistant minister, or spiritual leader shall agree to abide by the UWM Code of Ethics and the Sexual Conduct Policy.

 

Section 3. Definitions.

 

   A.     A Unity Ministry. A member ministry is a ministry recognized by UWM.

 

   B.     Senior Minister. A senior minister is a Unity minister duly ordained, licensed, or serving under special dispensation by UWM or Unity School of Christianity prior to July 1, 1966, who assumes the spiritual and administrative leadership role in a member ministry. This leader oversees teaching, preaching, healing, counseling, praying, and all spiritual services and fellowship activities of the ministry. The senior minister shall also be responsible for overseeing the administration and operation of the ministry.

 

   C.     Co-Minister. In shared partnership ministries, a co-minister is a Unity minister duly ordained or licensed by UWM or Unity School of Christianity prior to July 1, 1966, a Center for Spiritual Living ordained minister or serving under special dispensation, who equally assumes the leadership role with another minister in a member ministry.

 

   D.     Associate Minister. In ministries with more than one minister, an associate minister may be equal in ability, but function with less responsibility than the senior minister. The associate minister reports to the senior minister, who determines the scope of the associate’s responsibilities.

 

   E.     Assistant Minister. The skills and/or experience of the assistant minister may be less than those of the senior minister. The assistant minister reports to the senior minister, who determines the scope of the assistant’s responsibilities. The assistant may be placed in a specialized service area of the ministry, i.e., pastoral visitation or administrative support.

 

ARTICLE IX – Dissolution

 

Dissolution. Should this corporation dissolve:

 

A. All property and funds remaining after the payment of the debts and establishing reserves for contracts and obligations of the corporation will be delivered to the Association of Unity Churches, a nonprofit corporation organized under the laws of the State of Georgia, for religious and educational purposes.

 

B. Such funds or property will be for the use and benefit of the Association as may be determined by the Board of Trustees of the Association, in alignment with current policies and procedures provided that reserve funds set aside by the Ministry for specific purposes must be administered by the Association for those purposes.

 

C. The association will make available according to its current procedures, funds for the re-establishment of a Unity ministry in Nevada County, California.

 

D. Should the Association no longer exist, any assets remaining of this corporation after dissolution will be disposed of by a court of competent jurisdiction of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for purpose set out in Section 5.01(c)(3) of the Internal Revenue Code of 1954.

 

 

 

ARTICLE X – Parliamentary Authority

The Board of Trustees utilizes a consensus model for decision making whenever possible at board meetings. If consensus is unattainable, the Board shall follow procedures as outlined in the document attached to these bylaws. These particular procedures may be modified and/or adapted as necessary in the spirit of the consensus model. It is recognized that a consensus model for decision making is not effective for large groups, such as at annual membership meetings or special meetings. During such meetings, the President or presiding officer shall bring Board approved proposals to the membership for a vote as appropriate. Proposals from the general membership may also be considered. See Article V, Section 1.F for details regarding voting.

ARTICLE XI – Amendment of Bylaws

 

Any amendment(s) to or general revision of these bylaws shall be adopted at any annual or special membership meeting provided that written notice setting forth the exact wording of such proposed amendment(s) or general revision has been sent by postal or electronic mail to all members at least fifteen (15) days prior to the meeting at which they shall be considered. An affirmative vote of two-thirds (2/3rds) of the members present and voting shall be necessary to adopt any amendment(s) to or general revision of these bylaws.

 

A. Amendment Procedure. Prior to bringing a proposed amendment to the general membership, the Board shall approve the amendment at a regular meeting or a special meeting called for that purpose. In either case, trustees must be notified seven (7) days in advance that the approval of the amendment is on the agenda. An affirmative vote of two-thirds (2/3rds) majority of the trustees present and voting is required to bring the amendment to the general membership.

 

B.  General Revision of Bylaws. When significant revisions are required to the current bylaws, the Board shall establish a committee composed of the senior minister (or co-minister) and at least two (2) trustees to draft the revised bylaws. The draft document shall be made available to the trustees at least fifteen (15) days prior to the meeting when the revised bylaws shall be approved. An affirmative vote of two-thirds (2/3rds) majority of the trustees present is required to bring the revised bylaws to the general membership for adoption.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Addendum

Decision-Making Process for Unity in the Gold Country Spiritual Center*

 

I. Preamble

It has become apparent that Robert’s Rules of Order is an impractical and cumbersome format for decision making protocols for Unity in the Gold Country (UGC). The 12^th edition of the Robert’s Rules of Order is over 800 pages long and provides an overly complex set of rules for conducting meetings and making decisions. Our charter bylaws specified that “the latest edition of ROBERT’S RULES OF ORDER will be the authority of this ministry on parliamentary law and its usage.” This means that any error in following the complex rules during a board meeting can call into question any subsequent decisions. It is an unreasonable expectation that the typical board member will have memorized, understood, and therefore readily followed the Robert’s Rules of Order.

 

The UGC Board of Trustees has not adhered to a strict enforcement of Robert’s Rules of Order for some time. Instead, we have followed a general consensus model for plans and visions moving forward, utilizing motions and votes for explicit decisions we wish to formalize in meeting notes.

 

Therefore, we propose that our new, revised bylaws accurately reflect the process we have developed and currently use. We have operated according to the following set of assumptions:

 

• Participants are willing and able to listen carefully to what others are saying. Everyone makes a good faith effort to understand each other.

 

• Participants trust each other and are able to speak their minds.

 

• Participants prioritize the group’s welfare over their own preferences and agendas.

 

II. General Operating Guidelines

1. Meetings:

Meetings, either in person, electronically, or via teleconference, shall be moderated by the designated officer. In most cases this will be the President, but may be taken up by another member in the President’s absence. The facilitator of the meeting will provide a prepared agenda of the topics anticipated to be discussed. The agenda will include any reports from committees or officers, pending business or proposals for new action.

 

2. Reports:

     Reports of officers or committees are not only a recounting of information, but the opening for a discussion and/or questions to occur. Proposals for action will often originate from reports, but the proposals themselves can be adopted or not independent of the “receipt” of the report.

 

3. Proposals:

     A proposal is a recommendation that a specific action be taken (e.g., “We should donate $50 a month to Hospitality House.”) A proposal may evolve from a discussion or may precede a discussion. In recognition that discussions are typically not linear, multiple proposals related to the same topic may be discussed at one time (e.g., “We should donate $25 a month to Hospitality House and $25 to another local non-profit.”)

 

     Once a proposal is made, it belongs to the group. As such the person who proposed it no longer “owns” the proposal and cannot withdraw it. There is no need to second a proposal.

 

4. Amendments:

     In the midst of discussing proposals, it is likely that they will be amended. The amendment(s) will be adopted by a consensus model which mirrors that of adopting proposals more broadly. As the proposal belongs to the group, not the person who proposed it, there are no “friendly” amendments.

 

III. Adoption of a Proposal

A proposal that is adopted is to be specific in wording and specific in actions to follow from its adoption. If the Board merely wishes to have an issue explored and brought back for further discussion, the proposal to be adopted should be referred to a committee—either existing or newly created—or assign the research task to an individual.

 

As decisions are made by consensus, the vast bulk of all proposals will be unanimously approved. There are instances in which that does not occur, which are covered below in the discussion of voting.

 

IV. Voting

Voting occurs in two potential stages in this model, the consensus check and the vote.   Moving to a consensus check or a vote should not occur until it is clear that all opinions on a proposal have been heard. As detailed below in IV.1.c.ii, a proposal may be adopted at the consensus check stage without moving to the vote stage.

 

1. The consensus check  

a. Purpose of the consensus check: To discover how the group feels about the proposal.

 

b. Procedure for the consensus check:  

i. The facilitator states the specific proposal being considered.  

 

ii. The facilitator takes count of the following:  

‐Who likes the proposal?

‐Who can live with the proposal?

‐Who is uncomfortable with the proposal?

‐Who is uncertain about the proposal?

 

iii. This is repeated with all the proposals on the particular topic. The facilitator tracks the results of the consensus check.

 

c. Interpretation of the consensus check: Interpretation of the results includes looking for a balance.

 

i. If most are “uncomfortable” the proposal should be scratched.  

 

ii. If most are “uncertain” the proposal should be clarified or more information gathered prior to checking for consensus again.

 

iii. If the totality of the group “likes” or “can live with” the proposal, then the proposal is considered to have consensus and is adopted.  

 

iv. If there remain any members of the meeting who are “uncomfortable” or “uncertain” then discussion should continue (as detailed below) until consensus is reached, or if it is determined that consensus is not possible then a vote should occur.  

 

d. Following the consensus check:

i. Find out what the “uncomfortables” are uncomfortable about and what the “uncertains” are uncertain about and see if the group is willing to decide by majority rule.  

 

 1) Those who are uncomfortable are asked to explain what makes them uncomfortable with the proposal (i.e., what they believe is wrong with the proposal).

 

2) Those who are uncertain explain what makes them uncertain (i.e., what additional information is needed).  

 

3) The entire group is invited to offer explanations, thoughts, or information to help resolve the discomfort and uncertainty and move the group toward consensus.

 

ii. It is possible that after the clarification of these issues members might have changed their minds.  For that reason, it is helpful to repeat consensus checks occasionally to see if consensus has been reached.   

 

iii. If it becomes clear that some members will not be able to be satisfied with the proposal, but it is still desired to have clarity on the issue rather than reconsidering it at a later time, then a vote occurs.  (The clarity of the need to move to a vote could occur in multiple ways, perhaps the most common would be that there is no movement toward consensus following a discussion post‐ consensus check or any number of “uncomfortables” or “uncertains” state that that they do not see themselves being moved to at least a “can live with it” during the meeting.)  

 

2. The vote

 

a. The question at hand for every vote is: “Should we implement this decision over the stated concerns of the minority, when a majority of us think that it is workable?”

 

i. “Yes” means one favors majority rule.

 

ii. “No” means postponing the decision.

 

iii. These are the only two options allowed under the vote. No abstentions are permitted.

 

b. If the “yes” votes win, the proposal passes.

 

c. If the “no” votes win, the proposal is defeated, and the Board is faced with a few options:

 

i. Generate a new proposal, taking into account the concerns of the “uncomfortables”/ “uncertains”

 

ii. Accept that the issue can’t be decided at this time. This provides two options:

 

a. Returning to the proposal at a later time with the group as a whole.

 

b. Refer the proposal and the concerns about it to a committee which contains at least one person who was in favor of the proposal and one person who was either uncertain about or uncomfortable with the proposal among its members. That committee would work to revise the proposal such that a later discussion on the issue could occur.

 

*This consensus with voting model for decision making is largely borrowed from the American Association of Philosophy Teachers Standing Rules of Order (www.philosophyteachers.org).