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The By-Laws of the Neighbourhood Unitarian Universalist Congregation

Amended Bylaws February 15, 2015

Article I - Name

The name of this congregation shall be Neighbourhood Unitarian Universalist
Congregation.

Article II - Purpose
  1. To establish, maintain and conduct Unitarian Universalist religious services.
  2. To establish, maintain and conduct programs for religious education. Religious education shall be understood to include programs for children and adult members. These programs give expression to the deepening of our religious perspective as well as inspiring our community to see and respond to the needs of those outside our community.
  3. To promote the spiritual enrichment of the Members of the Congregation and the welfare of humanity.
  4. To promote the full participation of members in all of our activities and endeavours, including membership, programming, hiring practices and the calling of religious professionals, without regard to age, race, colour, gender, gender expression, disability, sexual orientation or national origin.”
Article III - Affiliation

This Congregation shall be a member of the Canadian Unitarian Council; and affiliated with the Unitarian Universalist Association and the St. Lawrence District of the Unitarian Universalist Association. It is the intention of this Congregation to make annual financial contributions to its full fair share as determined by this Congregation in consultation with the Council.

Article IV - Not for Profit

The activities of this congregation shall be carried on without purpose of financial gain for its members. Any profits or other assets to the congregation shall be used solely to promote its purpose.

Article V - Head Office

The head office of the Congregation shall be as specified in the letters patent and at such place within Metropolitan Toronto as determined by the Board of Directors and approved by the congregation.

Article VI - Membership
  1. To be a member of the Neighbourhood Unitarian Universalist Congregation (NUUC), an individual must meet the following three criteria:
    i) Participate in a joining ceremony, sign our book, and agree to adhere to the Seven UU Principles and the Mission and Covenant of NUUC
     ii) Confirm that he/she has met at least one of the two following requirements within the calendar year:
      a. Attended Sunday Service regularly
      b. Attended small groups or other spiritual deepening programs
     iii) Confirm that he/she has met at least one of the two following requirements
    within the calendar year:
      a. Volunteered for the congregation
      b. Made a financial contribution
    For confirmation of criteria [ii] and [iii] above in individual instances, where there is uncertainty around compliance status, such congregants will be contacted by the President or Co-Presidents, Minister, or a member of the Membership Committee or the Committee on Ministry, and asked to confirm that they have met the criteria. Confirmation of membership will be completed by December 31 of each year. All members in good standing will be eligible to vote at any General or Special Meeting held during the following calendar year.
  2. Every person becoming a member of NUUC shall continue to be a member while meeting specified requirements of Article VI, Number 1, or until he/she voluntarily resigns in writing, or is disentitled by the unanimous decision of the Board of Directors. Revoking membership is a last resort. Congregational effort to accommodate, to understand, to help, to educate, to inform, to conciliate, must first be attempted before the Board of Directors undertake revoking a membership. Members disentitled by Board of Directors will be advised in writing by the Board Secretary of this decision within thirty days.
  3. A person whose status has lapsed due to un-met criteria of Article VI Number 1 shall be placed on the “Friends” list. The “Friends” list should be reviewed from time to time, and persons from whom we have not heard for five years or more should be culled from it.
Article VII - Board of Directors
  1. The Board of Directors shall consist of a minimum of six and a maximum of ten Directors, plus the President or the two Co‐Presidents (two people sharing the position of President, each having the ability to have a vote). These Directors shall be elected at the Annual General Meeting and shall be chosen from the membership. Three to five Directors shall be elected in even numbered years and three to five Directors in odd numbered years. Each Director shall be elected for a term of two years and may be eligible for re‐election for an additional consecutive two terms. Having completed such further terms, a Board member shall not be eligible for election to the Board of Directors until the expiry of two complete years.
  2. The President or Co‐Presidents shall serve as chair of the Board of Directors. Board meetings shall be chaired by the President, one of the Co‐Presidents or their delegate.
     a) When nominated, Co‐Presidents must provide a Memorandum of Understanding in the format set out in Appendix A, to outline how the Co‐Presidency will share authority and outline how any conflict will be resolved between the Co‐Presidents. This document will be presented to the congregation at the time of their nomination and at the AGM.
  3. The office of a Director shall be declared vacant if he/she ceases to be a member of the Congregation, and may also be declared vacant by a majority of the Board of Directors if:
     a) he/she submits his/her resignation in writing; or
     b) he/she is absent from meetings of the Board for three consecutive months and is unable to provide an explanation of his or her absence satisfactory to the Board;
     c) the person becomes a mentally incompetent person (according to the
    definition in the Mental Health Act, RSO 1990 c. M. 7);
     d) the person becomes a party to litigation, mediation and/or arbitration against the Congregation;
     e) the person dies.
  4. In the event of a vacancy on the Board of Directors, the Board by majority vote may then appoint some other member of the Congregation to the vacant position until the next annual meeting when an election shall be called to fill the un-expired term. Such partial term shall not be counted toward any subsequent terms to which a Director may serve.
  5. With notice to the President or both of the Co‐Presidents, a member of the Board of Directors may appoint another member of the Congregation to attend a Board meeting and vote in his or her place.
  6. The Minister and the position of the Past President shall be ex‐officio non‐voting members of the Board of Directors.
  7. The Board of Directors may establish an Executive Committee consisting of the Officers of the Congregation. The Minister shall serve as an ex-officio non-voting member. If the Secretary and/or Treasurer are ex-officio non-voting members of the Board, they shall be non-voting members of the Executive Committee, and in such case, one or two other board members may be appointed to the Executive Committee.
    The Executive Committee shall carry forward the program and plans of the
    Congregation and Board. It shall exercise the powers and duties of the Board when necessary, between meetings of the Board. It shall report promptly to the Board all action taken. The Executive Committee shall not expend unbudgeted funds, except in an emergency to protect the assets and property of the congregation.
Article VIII - Duties, responsibilities and powers of the Board of Directors
  1. It shall be the duty of the Directors in their individual capacities and collectively as a Board to aid the Congregation and/or Minister in the conduct of the church observances and church activities and at all times to promote and to maintain the principles of the Congregation.
  2. The Board shall be charged with the management of the Congregation’s business and the formation of policy including but not limited to the collection and safe-keeping of all monies belonging to the Congregation, the care and maintenance of all buildings and other property of the Congregation, the insurance of all such property, and the employment and dismissal of all employees, save and except the Minister.
  3. The Board shall hold a meeting within thirty days following the Annual Meeting, which time the Board shall appoint or confirm the position of Vice-President, Secretary, Treasurer and Past President.
  4. The Board shall meet at least 8 times each year. A meeting of the Board may be held by teleconference or other form of electronic communication that allows the Directors and Officers to participate concurrently, if a simple majority of the Directors agree to the means for holding the meeting.
  5. A quorum of the Board will be considered to be more than 50% of the members of the Board.
  6. In the event of a tie vote on any motion before the Board, the President or one of the two Co‐Presidents shall cast the deciding vote.
  7. The Board shall carry out all matters concerning the appointment or dismissal of paid personnel, except the Minister, at such remuneration as is approved by the members of the Congregation through their ratification of the budget presented at the Annual Budget Meeting.
  8. The Board shall have such powers to invest Congregational funds as are provided by the Act, the Letters Patent and the Trustees Act. R.S.O. 1990 c. T. 23, as from time to time amended and all such investments shall be in the name of the Congregation.
  9. Fund Raising: Subject to the Letters Patent (and through it, to the Charities Accounting Act and the Charitable Gifts Act), the Board shall take such steps as it deems necessary to enable the Congregation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objectives of the Congregation.
  10. Board Members serve without remuneration.
Article IX - Officers
  1. The officers of this Congregation shall consist of a President or two Co‐Presidents, Vice President, Secretary, and Treasurer.
  2. The Vice President, Secretary and Treasurer shall be a member of the Board of Directors.
  3. All officers shall be members of the Congregation.
  4. The President or two Co‐ Presidents of the Congregation shall be elected annually by the members of the Congregation from its membership. The President or the two Co‐Presidents are members of the Board of Directors.
  5. A Vice President shall be appointed by the Board of Directors from the Board members, and shall serve a one‐year term. The Vice President shall assume all duties and responsibilities of the President, or the Co‐Presidents, during his/her/their temporary absence.
  6. A Secretary and Treasurer shall be appointed by the Board of Directors and shall serve two year terms. If appointed from among the Board of Directors, each shall have the right to exercise a vote on the Board of Directors; if appointed from among the Members of the Congregation, each shall serve as ex-officio non-voting members of the Board of Directors.
  7. The Board of Directors shall be empowered to recommend the removal of any officer from his/her position as officer by unanimous consent of the other Directors, both the officer concerned and the Directors having been duly informed of the intent to remove the officer. This decision must be ratified by a General Meeting within thirty days. In the event that the Directors declare the presidency vacant, the Board shall nominate a new President or two Co‐Presidents. This nomination shall be presented to the Congregation for ratification at a general meeting within thirty days.
  8. Any vacancy of an officer may be filled for the remainder of the church year by any member of the Board, by action of the Board.
Article X – Finances
  1. The financial year of the Congregation shall be the calendar year, January 1 to December 31st.
  2. The signing officers shall include two of: the Treasurer, the President or one of the Co‐Presidents, the Vice President, the Secretary of the Congregation.
  3. The signing officers shall pay only those expenditures authorized by the Board of Directors.
  4. The Board of Directors shall be empowered to borrow, without special approval of the members of the Congregation, sums of money up to ten per cent of the previous year’s income.
  5. The Board of Directors, with the approval of the members at a Special Meeting, may by resolution:
     a) borrow money upon the credit of the Congregation;
     b) limit or increase the amount to be borrowed;
     c) issue debentures or other securities of the Congregation;
     d) pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and
     e) secure any such debentures or other securities, or any other present or future borrowing or liability of the Congregation, by mortgage of any, or all, real and personal property of the Congregation.
    Any such resolution may provide for the delegation of such powers by the
    Directors to such officers or directors of the Congregation to the extent and in the manner stated in the resolution.
  6. The Treasurer shall:
     a) Receive and hold all monies of the Congregation and shall disburse the
    same under the direction of the Board.
     b) Keep an accurate account of all monies received, held and disbursed and shall obtain and preserve receipts and vouchers for all disbursements.
     c) Submit statements of receipts, disbursements and complete financial
    statements to each Annual Meeting of the Congregation and at such other times as directed by the board.
     d) Provide donors with receipts of donations suitable for income tax purposes.
  7. The Congregation will audit its books by action of the Board of Directors if so mandated by the General Membership with sufficient funds allocated in the Budget as approved at the Annual Budget Approval Meeting. An Audit if undertaken shall be reported at the annual General Meeting immediately following the year for which the Audit is budgeted.
Article XI - Committees

The Congregation shall establish two standing committees who are responsible directly to the Congregation: Nominating Committee (Article XII) and Committee on Ministry (Article XIII).

Article XII - Nominating Committee and Nominations
  1. Procedural specifications of this Article apply to the entire board slate
    except for the Minister and Past President/Past Co-Presidents.
  2. The Nominating Committee shall consist of an elected Chair and a minimum of two more members to a maximum of four more members recruited by the elected Chair. The term of the Chair is two years. The Nominating Committee Chair should form the committee up to three months prior to the annual General Meeting (AGM).
  3. Once the committee is struck, the Chair will communicate the names of the Nominating Committee members to the Board of Directors.
  4. Should the Chair person, after being elected, be unable to continue as Chair, the Board of Directors will canvas the congregation for a replacement and appoint a new Chair. The new Chair should then, three months prior to the next AGM, recruit two to four more individuals as may be required to serve on the committee. If the new Chair is appointed at such a time which is less than 3 months before the next AGM, then the 3 month stipulation may be reduced accordingly. Should the Chair be unable to serve after the committee is struck, one of the committee members will be appointed as Chair by the Board of Directors. Should this appointment create a situation where the committee consists of a Chair and only one other member, a Director will take the vacant position on the Nominating Committee so that there are at least three active committee members including the Chair.
  5. Names for nomination will then be gathered by the Committee, for Director vacancies and for the President’s or Co-Presidents’ office. Wherever possible the person being nominated will accept the nomination in writing.
  6. Once all the nominations for Directors and for President or Co-President are collected, the committee will submit the names to the Membership Committee for ratification as to their status as Members of the Congregation, and to the Board Secretary together with their Bios for inclusion in the Member’s Information Packet. The Chair of the Nominating Committee will then be responsible for the names of all such nominees to be put forward at the AGM.
  7. Additional nominations for any position as described in the paragraph immediately preceding may be made by members of the Congregation during the Annual General Meeting in the approved interval; to be valid, these nominations must be accepted in writing or in person by the
    nominee.
  8. At the AGM it is the Nominating Committee Chair’s responsibility to ensure that retiring board members are thanked for their service.
  9. At the AGM the Nominating Committee Chair will ensure that there is an appointed person to read the biographies (if available) of the nominees for all positions, to close the nomination process, and to conduct the motion to acclaim if applicable.
  10. Should an AGM election be required for Directors, the Board Secretary or AGM Chair is responsible for the running of the election.
  11. Should AGM ratification of an Executive Director’s pending or active appointment by the Board in respect of Article IX #6 (pertaining to Secretary or Treasurer when appointed directly from among the Members of the Congregation) be required, the AGM Chair or Board Secretary shall conduct that item of business.
  12. Once the election or acclamation is complete, the Nominating Committee Chair introduces the new board to the congregation.
  13. The Nominating Committee Chair’s responsibilities at the AGM as described in numbers 6, 8, 9, and 12, may be assumed by a different member of the Nominating Committee or by any Director, if the Chair of the Nominating Committee is not available to perform these duties at the AGM.
Article XIII - Committee on Ministry
  1. The purpose of the committee on Ministry is to strengthen the quality of ministry within the Congregation. Such a committee serves as a support for the minister and as a communication channel between the minister and the congregation. Committee members should have the confidence of both the minister and the congregation.
  2. The Minister and the Board each submit three names to the other, and both come to an agreement on the final three who shall constitute the committee and this will be announced at the Annual Meeting.
  3. The term of office is three years. Terms will be staggered: 2 appointed in even numbered years, and 1 in odd numbered years. Vacancies on the
    committee should be filled the same way they were appointed.
  4. The most important functions of the Committee on Ministry are:
     a) To draw up the Ministerial Agreement that will be ratified by the Board. The Ministerial remuneration is approved by the members of the congregation through their ratification of the budget presented at the annual General Meeting.
     b) To aid the minister in carrying on an effective ministry by being available for counsel.
     c) To keep the minister advised of conditions within the congregation as they affect relationships between minister and members, with the emphasis on strengthening and improving relationships.
     d) To continually interpret to the congregation the nature and scope of the work of the minister, including clarification of role expectations and realistic priorities for minister and members.
     e) To consult with the minister and submit an annual compensation
    recommendation to the Board.
     f) To work with the minister on his or her continuing education program,
    sabbatical planning or other professional development and to advocate such plans to the Board including appropriate funding.
Article XIV - Meetings
  1. There shall be two types of meetings, Special Meetings and General Meetings.
     a) A Special Meeting is required to deal with any matter concerning the
      i) appointment or dismissal of a Minister
      ii) purchase, sale or mortgage of land or buildings,
      iii) erection, removal, extension, or replacement of a building
     b) A General Meeting may deal with any business not requiring a Special
    Meeting.
  2. The quorum for a Special Meeting shall be 40% of the members of the Congregation. Members voting by proxy shall count toward quorum. Notice and purpose(s) of a Special Meeting must be sent by mail, electronic mail, or delivery to all members of mailed to all members of the Congregation at least thirty (30) days prior to the date of the Meeting.
  3. The quorum for a General Meeting shall be 20% of the members of the Congregation. Members voting by proxy shall count toward quorum. Notice and purpose(s) of a General Meeting must be communicated, by mail, electronic mail or delivery to all members of the Congregation at least (15) fifteen days prior to the date of the meeting.
  4. The passage of a motion before a Special Meeting requires the assent of two-thirds of the members present in person or by proxy and casting a vote.
  5. The passage of a motion before a General Meeting requires a simple majority of members present in person or by proxy except with regard to the following where a passage of a motion requires the assent of two-thirds of the members present and casting a vote:
     a) removal of an officer
     b) treatment of bequests and endowments, etc
     c) Amendments to the By-Laws
  6. Every year there will be at least two General Meetings of the Congregation:
    The Annual General Meeting (AGM) and the Annual Budget Approval Meeting.
  7. The Annual General Meeting of the Congregation shall be held during the month of April in each and every year. The following topics shall be included in the agenda:
    a) All annual committee reports
    b) The financial report
    c) The election of Directors and President or Co‐Presidents
    d) The election of the Nominating Committee
    e) Announcement of the Ministerial Committee
    f) Presentation of either the audited financial report for the preceding year; or presentation of the unaudited Financial Statements for the preceding year according to applicability as specified in these Bylaws Article X #7.
    g) Such other business as may be required
  8. One set of annual reports including the financial report shall be provided for each member of the congregation. Annual reports shall be completed and ready for distribution 7 days prior to the Annual General Meeting.
  9. The Annual Budget Approval Meeting will be held between November 01 and February 28. The Board is responsible for submitting a budget for approval at this meeting.
  10. 20% of the members of the congregation may call for the Board to convene additional meetings. They must petition the board in writing, clearly stating the purpose. The meeting will be limited by the purpose in the petition.
  11. A General Meeting or Special Meeting of the Congregation may be called at any time by Board of Directors. Notice and purposes of all General or Special Meetings must be determined and sent by the methods and with lead-times as specified in these Bylaws for meetings of the respective type.
  12. The President of the Congregation shall chair all General and Special Meetings.
  13. We uphold the democratic process in conducting the business of all meetings and Perry’s Rules of Order shall be used for all congregational business and meetings.
  14. A member of the Congregation may by executed written instrument appoint another member of the Congregation to attend and act at a General Meeting or Special Meeting in the same manner, to the same extent and with the same power as if the appointer were present at the meeting. Voting by proxy shall be bound by these conditions:
     a) The instrument appointing a proxy shall be in writing and signed by the appointer.
     b) The instrument appointing a proxy shall be deposited with the Secretary of, or scrutineers at, the meeting on or before the meeting or during the period allowed for registration, or in accordance with procedures established by resolution of the Board.
     c) Proxies can be withdrawn at any time prior to the start of the meeting.
     d) If the appointer’s designated proxy attends a General Meeting or Special
    Meeting, that appointer will not be entitled to vote in person.
     e) A member of the Congregation may act as a proxy for any number of absent members.
     f) The appointed proxy is entitled to cast his or her own vote in addition to the proxy vote(s).
Article XV - The Minister
  1. The minister works with the Sunday Service Committee and shall be co-
    responsible with the congregation for services within the congregation.
  2. The minister shall have freedom of the pulpit as well as freedom to express his or her opinion outside the pulpit.
  3. The Minister shall be an ex-officio member of the Board of Directors and may attend other committees within the Congregation.
  4. The Minister shall be called at a Special Meeting of the Congregation.
Article XVI - Amendments
  1. Amendments to the By-laws may be made at a General Meeting.
  2. The notice of this meeting shall include the exact wording of the proposed amendment.
Article XVII - Property
  1. No lands or buildings shall be purchased, sold, or mortgaged, and no buildings shall be erected, extended by or for the Congregation except with the consent of the Congregation at Special Meeting (Article XIV)
  2. In the event that this Congregation shall be dissolved, all its property, real and personal, after paying all just claims upon it, shall be conveyed to and vested in the Canadian Unitarian Council or its legal successor.