ARTICLE I. NAME
The name of this Society is THE UNITARIAN UNIVERSALIST CHURCH.

ARTICLE II. AFFILIATION
The Society shall be affiliated with the Unitarian Universalist Association and such other bodies as its Active Members shall determine by vote.

ARTICLE III. SEAL
The Society shall have a Seal, bearing the word "Seal" and the name of the Society.

ARTICLE IV. MISSION STATEMENT
We are a liberal, religious community which welcomes all to join in our quest for truth and meaning, dedication to social action and commitment to the Unitarian Universalist principles.

ARTICLE V. PURPOSE
We unite as a religious community:
A. To support the free and disciplined search for truth, employing reason, faith, conscience, and love as our guides;
B. To recognize the Judeo-Christian heritage of our church, as well as the spiritual wisdom perceived by the great prophets and teachers of other traditions;
C. To offer experiences of worship, renewal, refreshment, and celebration of significant life events;
D. To provide an educational ministry to children, youth, and adults, so that each person might continually grow in religious understanding;
E. To provide help and counsel for members of the church family;
F. To affirm, defend, and promote the supreme worth of every human being; and to support the democratic process in all human relationships, striving for a world community founded on ideals of freedom, justice, and peace;
G. To be in mission toward the community about us: confronting the roots of separation and alienation; bringing compassion where there is hurt, forgiveness where there is anger, and healing where there are wounds;
H. To encourage each member to develop his or her commitment to others, and to strive for excellence in the fulfillment of that commitment.
I. Recognizing the right to private judgment, and the sacredness of individual conscience, we require no assent to any doctrinal statement.

ARTICLE VI. MEMBERSHIP

SECTION 1. ELIGIBILITY
Membership shall be granted to anyone who is in sympathy with the purposes of this Society and who fulfills the following conditions:
A. Shall be 16 years of age or older.
B. Shall have been provided with information concerning the Unitarian Universalist denomination and beliefs.
C. Shall have been advised of the responsibilities and privileges of membership.
D. Shall have signed the church membership book.

SECTION 2. CATEGORIES OF MEMBERSHIP

A. ACTIVE
1. Definition. Active members are those who:
a. participate in the activities of the church and
b. pledge and contribute financial support to the church's operating budget. [The requirement for financial support shall be waived in cases of financial hardship upon request to the President or a Minister.]
2. Privileges
a. Active Members shall be entitled to vote on any question requiring a vote of the membership;
b. Active Members shall receive the church newsletter, and other services of the church and its ministers without charge.
c. Active Members only, may serve as officers or trustees of the society, on panels, on
the Religious Education Council, on the Finance Committee, and/or as committee
chairs unless otherwise provided herein.

B. INACTIVE
1. Definition. Inactive Members shall include those formerly active members who no longer participate actively or support the church financially, but wish to maintain a sense of connection to the church.
2. Privileges
a. Inactive Members shall be so designated in the Membership Directory.
b. Inactive Members are welcome to participate in church activities insofar as they wish, subject to the restrictions contained herein.
c. Inactive Members shall receive the church newsletter only by subscription and may be asked to pay non-member fees for other services of the church and its ministers.
d. Inactive Members may speak at meetings of the Congregation, but are not entitled to vote.

C. DESIGNATION OF CATEGORY
1. The Membership Committee may present the Board of Trustees from time to time the names of Active Members who it believes are no longer participating; and the Finance Committee shall present the names of Active Members who decline to pledge financial support or make no payment on pledges. The Board, in its discretion, shall inquire of any or all of those members at their last known addresses, whether they wish to meet the qualifications for Active Members, be designated as Inactive Members, or be removed from Membership. Failure to respond within 30 days shall be deemed a request for removal.
2. Active Members who wish to become Inactive Members shall be so designated upon written request to any elected officer or a minister.
3. The Inactive Members shall be polled each year to see whether they wish to continue as Inactive Members, return to Active Membership, or terminate their relationship with the church. Failure to respond within 30 days shall be deemed a request for removal from membership.
4. Inactive Members who wish to return to Active status shall be so designated thirty days after written request to any elected officer or a minister, and the making of a pledge of financial support, except where financial hardship is claimed, in which cases the pledge requirement shall be waived.

SECTION 3. WITHDRAWAL
A member may withdraw from membership at any time by written notice to a minister or an elected officer of the congregation. That person's name shall then be removed from the membership list.

SECTION 4. REINSTATEMENT
Former members or inactive members who wish to return to membership or to active status shall be so designated thirty days after written request to any elected officer or minister, and the making of a pledge of financial support, except where financial hardship is claimed, in which cases the pledge requirements shall be waived.

ARTICLE VII. THE SOCIETY

SECTION 1. AUTHORITY
The ultimate authority in matters of policy, property, and ministerial employment shall rest in the members of the Society. When used in these Bylaws, the term "Vote of the Society" shall mean a majority vote of the Active Members present at any duly called meeting of the Society, unless otherwise specified.

SECTION 2. ANNUAL MEETING
There shall be an Annual Meeting of the Society in the month of May or June of each year at such time and place as shall be fixed by the Board of Trustees. The business at such meetings shall include, but not be limited to:
A. Receiving reports of the officers and minister(s).
B. Election of Officers.
C. Adopting a budget for the forthcoming year.

SECTION 3. SPECIAL MEETINGS
A. Special meetings of the Society may be called by the Board of Trustees.
B. Special meetings shall be called by the Board of Trustees upon the written request of twenty-five Active Members of the Society.

SECTION 4. NOTICE
Notice of all meetings shall be given by the Clerk, or such member of the Society as the Board of Trustees may name, by causing a true copy of the notice to be mailed to every member at least eight days before the day of the meeting.

SECTION 5. SPECIFICATIONS
The time, place, and business to be transacted at any meeting of the Society shall be specified in the notice for that meeting. However, at the Annual Meeting, the Society, by a majority vote, may act to consider any item of business not specified in the notice of the meeting, except as specified in Article X, Section 5 (Ministerial Dismissal), and Article XIV (Bylaws Amendment).

SECTION 6. QUORUM
20% of the Active Members of the Society shall constitute a quorum at regular or special meetings of the Society, except as specified in Article X, Sections 4.,c (Ministerial Selection) and 5 (Ministerial Dismissal), at which meetings 30% of the Active Members shall constitute a quorum.

ARTICLE VIII. OFFICERS

SECTION 1. ELECTION
At each Annual Meeting, there shall be chosen by ballot from among those who have been Active Members of the Society for the entire current fiscal year, persons to occupy the positions of Officers, Trustees and members of the Nominating Panel for the terms specified herein, and to exercise the authority, perform the duties, and have the obligations usually pertaining to such offices. Terms of the office shall be concurrent with the fiscal year of the Society, but shall continue until successors have been elected and qualified or appointed and qualified as provided herein.

SECTION 2. EXECUTIVE OFFICERS
The Executive Officers, who shall serve for one year are:
A. President
B. Vice-President
C. Clerk
D. Treasurer (who shall be bonded)

SECTION 3. TRUSTEES
There shall be three Trustees. At each Annual Meeting one Trustee shall be elected for a term of three years. Trustees, elected prior to 2007, whose terms end in 2008 and 2009 will have completed their term on June 30, 2007.

SECTION 4. NOMINATING PANEL
The Nominating Panel shall consist of five members elected by the Society. Two members shall be elected for one year terms and three members shall be elected to serve for two year terms. Thereafter, all members shall be elected for a two year term and no member shall serve consecutive terms. The Nominating Panel shall designate from its carryover members the panel’s chair for the following year.
A. The Nominating Panel shall, by May 1 of each year, publish its slate of nominees for Officers, Trustees, and members of the Nominating Panel to be elected at the Annual Meeting.
B. Additional nominations for elected positions may be made by the petition of 15 or more Active Members presented to the Clerk two weeks prior to the date of the Annual Meeting.
C. The Nominating Panel shall present recommendations to fill vacancies on the Board of Trustees and on the Nominating Panel.

SECTION 5. LIFE TRUSTEES
The Board of Trustees may, from time to time, nominate persons who have distinguished themselves by their service to the Society, for consideration by the Society for election to the position of Life Trustee. Such persons shall receive Board Agenda and Minutes, and be welcome to participate in discussion, but shall serve without vote.

ARTICLE IX. BOARD OF TRUSTEES

SECTION 1. COMPOSITION
The Board of Trustees shall consist of the persons holding the following elective positions:
A. The President
B. The Vice-President
C. The Clerk
D. The Treasurer
E. The three Trustees
F. The Church's Ministers (without vote)
G. The Life Trustees (without vote)

SECTION 2. PRESIDENT
The President of the Society shall also be the President of the Board of Trustees, and shall preside at its meetings. In the event of his or her death, resignation, refusal, or inability to act, the authority of the President shall devolve upon the Vice-President.

SECTION 3. VICE-PRESIDENT
The Vice-President shall assume the responsibilities of the President in his or her absence, and shall assume the Office of President should that office become vacant.

SECTION 4. MEETINGS
The Board of Trustees shall meet at least once each month at a time and place published in advance. All meetings of the Board of Trustees shall be open to all members of the Society. Four voting members of the Board shall constitute a quorum at its meetings.

SECTION 5. DUTIES
The Board of Trustees shall conduct all of the Society's business affairs and oversee its administration within the policies and limits voted by the Society. Its duties shall include, but not be limited to:
A. Defining by charter the functions and composition of standing committees as it may deem necessary.
B. Creating such additional committees as it may deem necessary.
C. Appointing Investment Panel members.
D. Regulating the use and maintenance of the property of the Society.
E. Appointing individuals to fill vacancies on the Board of Trustees or the Nominating Panel until the next Annual Meeting, provided persons so appointed shall be eligible to be elected a Board, Council, Conflict Resolution Panel, or Panel member.
F. Recommending persons to serve as ministers of the Society, and selecting Summer Ministers, Interim Ministers, and Ministerial Interns.
G. Recognizing affiliated organizations.
H. Making adjustments to the Annual Budget adopted by the Society, within the limitations of Section 6, below.
I. Making rules and regulations for the use of the church, except for worship and the conduct of weddings, dedications, and funerals, which are under the authority of the Senior Minister.
J. Securing a periodic review of the financial records of the church by a person or persons independent of the record-keepers.
K. Establishing its own standing rules.
L. Review at least annually the actions of the Investment Panel.

SECTION 6. REMOVAL
Regular attendance at Board meetings is expected. The case of any member who does not attend on a regular basis will be reviewed by the Executive Officers who will make a recommendation to the Board regarding retention on the Board. Any trustee who fails to attend more than two consecutive Board meetings without notice to the President, shall automatically be retired and the President shall declare such position vacant.

SECTION 7. LIMITATIONS
A. No single transaction involving any expenditure of monies of the Society in excess of $3,000 shall be authorized by the Board of Trustees without the vote of the Society approving same.
B. No budgeted expenditures adopted by the Society may be amended by an amount exceeding $3,000 without approval of the Society. The Society must be informed of all budget changes.

ARTICLE X. COMMITTEES AND ORGANIZATIONS

SECTION 1. STANDING COMMITTEES
The President shall appoint by September 1 of each year, with Board approval, from among all Active Members of the Society, a Chair for each of the following standing committees and panels:
Congregational Life Council (convened by the Vice President)
A. Chair (or representative) Committee on Ministry
B. Chair (or representative) Religious Growth and Learning
C. Chair (or representative) Worship
D. Chair (or representative) Social Justice
E. Chair (or representative) Church Activities
F. Chair (or representative) Membership
G. Chair (or representative) Denominational Affairs

Administrative Council (convened by the President)
A. Chair (or representative) Buildings and Grounds
B. Chair (or representative) Finance
C. Chair (or representative) Communications
D. Chair (or representative) Leadership Development

The President may, with Board approval, at any time, replace the Chair of any standing committee listed above. No member shall be prohibited from serving on the above standing committees except as provided by the committee charter.

SECTION 2. RELIGIOUS GROWTH AND LEARNING

A. The formulation of goals and objectives for the Church School and the functioning of the Religious Education program shall be the responsibility of Religious Growth and Learning.
B. From the Active Membership, Religious Growth and Learning shall have nine members, three of whom shall be appointed each year for terms of three years, on the recommendation of the Nominating Panel, by the Trustees. Members of the Religious Education Council whose terms end in 2008 and 2009 will have completed their term on June 30, 2007.
C. One Senior High School member of Religious Growth and Learning with full voting powers shall be elected by the members of the senior high church school class from among its members, for a term of two years.
D. The Chair of Religious Growth and Learning shall be appointed by the Board of Trustees, based on the recommendation of the Nominating Panel.
E. Religious Growth and Learning shall provide guidance to the Minister of Religious
Education in the administration of the Religious Education Program.

SECTION 3. SPECIAL COMMITTEES
The President may, from time to time, with Board approval, form other committees and appoint chairs thereof.

SECTION 4. LIMITATIONS
All committees are agents of and subject to the policies established by the Board of Trustees and these Bylaws.

SECTION 5. AFFILIATED ORGANIZATIONS
Voluntary organizations which are largely made up of Society members and friends, and which support the same purposes as the Society, may be recognized by the Board of Trustees as affiliated organizations if they meet the following criteria:
A. Each affiliated organization must present a written statement of its purpose and procedures to the Board of Trustees, and must report annually to the Society as to its programs and treasury.
B. Each affiliated organization shall direct its own functions and programs. Should these prove to be in conflict with the best interests of the Society, affiliate status may be withdrawn by the Board.
C. Each affiliated organization shall appoint a person to serve as liaison with the Society.
D. No affiliated organizations may raise funds without the prior approval of the Finance Committee.
E. Affiliated organizations shall not have the power to make contracts in the name of the Society, or as agents of the Society.

ARTICLE XI. THE MINISTRY

SECTION 1. RESPONSIBILITIES
The Society shall employ one or more persons as Ministers of the Society. They shall carry on the usual preaching, pastoral, and administrative functions of that office, and shall be non-voting members of the Board of Trustees and of all committees and panels. The ministers shall have complete freedom of the pulpit. It shall be the duty of the ministers to make full reports on the condition of the Society at the Annual Meeting. They shall bring to the attention of the Board of Trustees, from time to time, any matters which seem pertinent to the general welfare of the church and make such recommendations as seem fit. The final decision in matters of policy and procedure shall remain with the Board of Trustees or the members of the Society.

SECTION 2. SENIOR MINISTER
One Minister shall be designated as Senior Minister.
A. The Senior Minister shall have administrative responsibility for the operation of the church, including the appointment and dismissal of all non-ministerial employees. Approval by the appropriate committees and the Board of Trustees shall be required prior to the appointment or dismissal of the Religious Education Director or Music Directors.
B. The Senior Minister shall be responsible for all services of worship in the church including those delegated to others.

SECTION 3. ADDITIONAL MINISTERS
There may be one or more Assistant or Associate Ministers, and/or a Minister of Religious Education whose priorities may be designated or modified, from time to time, by the Board of Trustees, after consultation with the Senior Minister.

SECTION 4. MINISTERIAL SELECTION
A. In the event that a ministerial position becomes vacant, a Ministerial Selection Panel shall be formed consisting of seven Active Members of the Society, of which five shall be elected by the membership of the Society, and two appointed by the Board of Trustees.
B. In the event of a vacancy on the panel, the panel shall notify the Board of Trustees and may request that the Board appoint a replacement member, in which case the Board is herewith authorized to do so.
C. Ministers shall be chosen, and their salaries and other benefits determined, upon recommendation of the Board of Trustees, by a 4/5 vote of the Active Members present at a duly called meeting of the Society at which at least 30% of the Active Members are present.

SECTION 5. DISMISSAL
A vote of the Society at a duly called meeting, called for that purpose and comprised of a quorum of 30% of the Active Membership, shall be required to dismiss or accept the resignation of any minister.

SECTION 6. CONTRACTS
These bylaws take precedence over and govern interpretation of any and all professional and staff employment contracts.

SECTION 7. AFFILIATED MINISTERS
Ministers in Fellowship with the Unitarian Universalist Association who are members of this congregation but not settled as its ministers, may be designated by the congregation as “Affiliated Ministers” by a 2/3 vote of the congregation in response to a recommendation by the Senior Minister and the concurrence of the Board of Trustees. The details of the relationship with the Affiliated Ministers shall be delineated by a Policy of the Board of Trustees.

ARTICLE XII. FISCAL YEAR
The fiscal year of the Society shall be from July 1 through June 30.

ARTICLE XIII. ENDOWMENT FUNDS

SECTION 1. ACCEPTANCE OF FUNDS
The Board of Trustees may accept gifts to the Society of securities, funds, or other properties which are intended to be revenue producing. Such funds are referred to herein as Endowment Funds.

SECTION 2. PURPOSES
If the Board of Trustees accepts a gift which is designated by the donor for a special purpose, that fund shall be considered restricted. When no purpose is specified the use of the fund shall be at the discretion of the Congregation.

SECTION 3. ENDOWMENT EXPENDITURES
Recommendations for expenditure of Endowment funds shall be made in accordance with
guidelines approved by the Society, and shall be presented to the Society at the Annual
Meeting, or Special Meetings as necessary, by the Finance Committee.

SECTION 4. INVESTMENT PANEL
A. The safekeeping, investment, and reinvestment of all Endowment Funds shall be the responsibility of a panel of six members selected by the Board for that purpose, and two voting ex-officio members.
B. Two members shall be chosen by September 1 of each year by the Board of Trustees to serve for terms of three years. The Treasurer and Finance Committee Chair shall serve as the voting ex-officio members.
C. The Investment Panel shall hold all funds in its control in the Name of the Society. It shall make such changes in the investments as seem to it wise, and shall have the power to sell, assign, transfer, and convey any or all properties and investments of such funds without specific authorization of the Society. The panel shall have authority to engage and pay for investment counsel and custodians. It may entrust funds for investment and reinvestment to trust departments of banking institutions and to brokerage houses and other agencies offering investment services. It may require approval by the panel of any changes in securities or may delegate that responsibility to the custodian or other institution or agency.
D. The Investment Panel shall report to the Society its doings at each Annual Meeting, and to the Treasurer or Board of Trustees from time to time upon requests and shall make disbursements according to the instructions of the Society. Actions of the Investment Panel shall be reviewed at least annually by the Board of Trustees.

ARTICLE XIV. PARLIAMENTARY AUTHORITY

ROBERT'S RULES OF ORDER, Newly Revised, shall serve as the parliamentary authority of the Society and its Board of Trustees, except where it is in conflict with these Bylaws.

ARTICLE XV. AMENDMENTS

SECTION 1. BOARD RECOMMENDATIONS
Upon recommendation of the Board of Trustees, these bylaws may be amended, suspended or repealed at any duly called Meeting of the Society by a majority vote of those Active Members present and voting.

SECTION 2. WITHOUT BOARD RECOMMENDATION
If the Board of Trustees shall fail or refuse to recommend any proposed amendment or repeal of the Bylaws, then upon presentation of a petition signed by twenty-five (25) Active Members of the Society, the proposed amendment or repeal shall be placed on the agenda of the next Annual Meeting of the Society, in which latter event, a majority vote of those Active Members present and voting shall be required for adoption or repeal.

SECTION 3. NOTICE
The text of all proposed amendments shall be included in the notice for the meeting.

SUPERSEDEAS
Upon acceptance and approval of these Bylaws by a majority of the members of the Society present and voting at the Annual Congregational Meeting on June 10, 2007, all previous Bylaws of the Society and any committee bylaws and regulations heretofore voted on and adopted by the Society were repealed and terminated. Nothing in these Bylaws, however, shall repeal, supersede, or replace the "Resolution of Change of Name", heretofore adopted by this Society and recorded in 66-131943 in the Recorders Office of Winnebago County, Illinois.