By-Laws of First Unitarian Church of Omaha
I. MEMBERSHIP
A. The Minister shall keep custody of the Membership Book, which shall be headed by the Articles of Incorporation and the following Bond of Union:
"We, whose names are here subscribed, associate ourselves together
as a Religious Society for mutual helpfulness in right living and for the
advancement of sound morals and pure religion in the community; and
we hereby pledge ourselves to bear our part in the common cause and
to care for the welfare and influence of the Society of which by this act
we become members.
"Basing our union on this expressed moral and religious purpose rather
than upon any dogmatic statement of belief, and emphasizing the
religion of character and daily life above all creedal confessions, we
invite to our membership all who are seriously drawn to us in our spirit
and aims and who desire to have with us their church home under the
above Articles of Incorporation."
Names Date of Signing
B. Membership is conferred upon any individual sixteen (16) years of age or older who has
signed the Membership Book.
C. Any member may withdraw from this church by filing a notice with the Board Secretary.
D. Any person who has ceased to attend the public worship of this church and, in addition,
failed to contribute financially for its support for a period of one year may, at the discretion of
the Board of Trustees, be dropped from the roll of membership.
II. MEMBERSHIP MEETING
A. There shall be an Annual Meeting of the membership to be held in May of each year. The time
and place of this meeting shall be fixed by the Board of Trustees.
B. A special meeting of the membership may be called by the President of the Board of
Trustees, by the Board of Trustees, or by twenty-five (25) voting members who have filed
with the Secretary written notice of their intention to call a special meeting. All questions as
to the stand of the congregation on issues of public interest shall be determined as
provided in By-Laws Article II, Section I.
C. At a minimum one notice of all membership meetings, stating the purpose of the meetings,
shall be mailed to each member of the church not less than fourteen (14) days before nor
more than sixty (60) days prior to the meeting. In addition, oral announcement of the time
and place of the meeting shall be made at three (3) Sunday public worship services next
preceding the meeting.
D. Notice of all meetings shall include a statement of matters to be considered, and the
business of the meeting shall be limited to the matters as stated.
E. Items may be placed on the agenda of the Annual Meeting by the President of the Board of
Trustees, by the Board of Trustees, or by petition of twenty-five (25) voting members at any
time prior to the mailing of the notice of the Annual Meeting, pursuant to Section C above.
F. Twenty (20%) percent of members eligible to vote shall constitute a quorum for the
transaction of business at a membership meeting, and the power to vote shall be limited to
voting members present. The Board Secretary shall prepare and make available a list of
eligible members not less than five (5) business days before the meeting.
G. The rules contained in Robert's Rules of Order, Revised, shall govern all meetings in
matters not covered by the Articles of Incorporation and By-Laws.
H. At the discretion of the President of the Board of Trustees or upon the request of any voting
member, the President shall provide for voting by secret ballot on the matter under
consideration.
I. Whenever it shall appear to the Board of Trustees, under such Policies/Guidelines as it
may from time to time adopt, that the congregation is being called upon to take a stand on
any issue of public interest, the Board of Trustees shall call a special meeting of the
Church. If a majority of the members present at said special meeting shall so vote, a
plebiscite by mail on said issue shall be taken of the members entitled to vote, with
provision made to ensure secrecy in the plebiscite. On such issues of public interest, if at
least two-thirds or more of the ballots returned shall be in favor of the proposition stated in
said issue, then the consensus of the congregation shall be deemed to be in favor thereof
and shall be published as the stand of the Church on such issue, with reference to the
actual number of votes pro and con and abstentions.
III. BOARD OF TRUSTEES
A. The governing body of this church shall be a Board of Trustees consisting of (a) the President,
the President-Elect, and the immediate Past-President/Advisor pursuant to paragraph C of
this Article III; (b) nine other persons elected by the church membership (the President,
President-Elect and immediate Past-President and such nine other persons being referred to
herein as the “elected Trustees”); (c) the Chairperson of the Finance Committee, the
Chairperson of the House and Grounds Committee and the Treasurer, all appointed by the
President of the Board with the approval of a majority of the elected Trustees; and (d) the
Chairperson of the Council on Religious Education (the Chairpersons set forth in (c) and (d) all
being referred to herein as the “appointed Trustees”). The minister shall be a member of the
Board of Trustees but shall have no vote and shall not be counted for purposes of establishing
the presence of a quorum.
B. All trustees, except the minister, shall be voting members of the church and shall maintain
membership during their term of office.
C. An elected trustee shall serve a three-year term. The term of office begins at the first
meeting of the Board of Trustees following the Annual Meeting at which the Trustee was
elected and ends at the beginning of the first meeting of the Board of Trustees following the
last Annual Meeting in the term to which the Trustee was elected. Trustees elected to
three-year terms may not serve two consecutive terms. A President-Elect of the Board of
Trustees shall be elected by the membership at each Annual Meeting and shall serve on
the board of Trustees as President-Elect under the current President, as President, and as
immediate Past-President/Advisor and convener of the Nominating Committee under the
subsequent President. At each Annual Meeting of the Church membership one-third of the
elected Trustees shall be elected to serve a three-year term. Appointed trustees shall
serve a term not to exceed one year. The term of office begins with the Board Meeting at
which the appointment is approved by the trustees and ends at the beginning of the first
meeting of the Board of Trustees after the next Annual Meeting of the membership.
Appointed Trustees may serve any number of consecutive terms.
D. Any trustee may be removed from office by majority vote of the voting members present at
a membership meeting. The Board of Trustees may remove an appointed trustee by a
majority of the elected trustees. If a trustee misses three consecutive Board meetings
without excuse, the Board shall declare the trustee's position on the Board vacant, and the
secretary immediately thereafter shall notify such former trustee, in writing, of the Board's
declaration.
E. The Board of Trustees shall have and exercise general supervision over the affairs of the
church and shall:
1. Regulate the uses of church property for religious, educational, or whatever purposes they
deem necessary or desirable.
2. Have the power to supply the pulpit for Sunday services when there is no minister
or when the minister has made no provision for filling the pulpit in his or her
absence.
3. Have the power to appoint delegates to represent this church at outside meetings,
conventions, and conferences, provided the congregation has not elected
delegates at a membership meeting.
4. Submit an annual operating budget to a membership meeting for approval and
disburse funds consistent with this budget.
5. Meet at a regularly scheduled time once each month during the church year, and
as often in addition as necessary to carry out the affairs of this church. All regular
Board meetings will be publicized, if practicable, in the church bulletin, and any
member of the church may attend. A majority of Trustees shall constitute a
quorum for the transaction of business.
6. Adopt and publish a set of rules to be known as the Policies/Guidelines of the
Board of Trustees, which will serve as a guide and framework for committee
function and other church-related activities.
7. Appoint an auditor who shall hold office at the will of the trustees and whose duty it
shall be to make an annual audit of the financial structure of the church and report
to the congregation at the Annual Meeting.
8. Appoint a Search Committee as provided in Article VI. Upon the request of the
Search Committee, call a special membership meeting for the purpose of electing
a new minister.
9. Elect officers as provided in Article VI.
10.Employ such persons as is necessary to carry out the affairs of the church and set
the terms and conditions of employment for such persons and services, with the
exception of the minister whose employment is governed by Article VI below.
IV. OFFICERS
A. At the first meeting after the Annual Meeting, the elected trustees shall elect from their
numbers a Secretary.
B. The President, President-Elect, the immediate Past-President, the Secretary, and the
Chairperson of the Finance Committee shall comprise the Executive Committee of the
Board of Trustees, with the minister as a non-voting ex-officio member. Any three officers
shall constitute a quorum. The Executive Committee shall have power to act between
meetings of the Board, to make recommendations to the Board, and to carry out those
responsibilities as may, from time to time, be prescribed by the Policies/Guidelines.
Authority for acts of the Board of Trustees remains with the Board, and interim actions of
the Executive Committee must be ratified by the Board at its next meeting.
C. The President of the Board of Trustees shall be the chief executive officer of the church
and, in addition to those responsibilities usually pertaining to such an office, he or she shall
preside at all congregational meetings and at all meetings of the Board of Trustees. The
President shall make appointments of all committee chairpersons, and shall be an ex
officio member of all committees except the Nominating Committee, the Search
Committee, and the Committee on Ministry. The President shall assure that the
Committee on Ministry convenes as provided in Article VI.
D. The President-Elect shall perform the duties of the President hereinabove stated, in the
absence or disability of the President.
E. The secretary shall keep full records of all actions of congregational meetings and of the
Board of Trustees, shall cause notice to be given of all meetings as provided in the Articles
and By-Laws, and shall maintain a current roll of voting members of this church and be
responsible for certifying voting members as required at membership meetings.
F. The Treasurer shall have custody of all church funds, shall receive and disburse monies as
directed by the Board of Trustees, shall keep accurate account of all monies received and
paid out under him or her, and shall make periodic reports to the Board of Trustees and to
the Finance Committee and an annual report to the Annual Meeting. The Treasurer shall
be bonded in an amount determined by the Board of Trustees and shall deposit all monies
in a bank designated by the Board of Trustees to the credit of First Unitarian Church of
Omaha.
V. NOMINATIONS AND ELECTIONS
A. A Nominating Committee shall consist of six members, two of whom shall be elected to a three
year term of office at each Annual Meeting of the members of the congregation. Members of
the Nominating Committee shall serve until the close of the Annual Meeting next succeeding
the Annual Meeting which completes their term of office, and may not serve two consecutive
terms. The quorum of the Nominating Committee shall be three.
B. The Nominating Committee shall be convened by the immediate Past-President as may be
needed during the year and shall preside at the meetings. The immediate Past President
as Chairperson shall have no vote and shall not be counted for purposes of establishing a
quorum. In the absence of an immediate Past-President, the Board of Trustees shall
appoint a liaison to convene the Nominating Committee for the purpose of selecting a
Chairperson from their number. The Board Liaison shall have now vote, nor requirement to
sit on the Nominating Committee.
C. Prior to each Annual Meeting the Nominating Committee shall select a candidate for
election to President-Elect and/or President of the Board of Trustees if there shall be a
vacancy in either of those positions. The Nominating Committee shall also slate annually,
when there are vacancies, candidates for other positions on the Board of Trustees,
candidates for the Nominating Committee, and candidate(s) for Trustee(s) of the Capital
Trust. No person shall be nominated without first consenting to serve. The names of the
persons selected for nomination shall be mailed to each member of the church as specified
in Article II, C, above for the mailing of notices to membership meetings.
D. Additional nominations may be made by voting members from the floor with the nominee's
oral consent to serve if the nominee be present or written consent to serve if the nominee
should not be present.
E. If the number of candidates for election to the position of President or President-Elect of the
Board or to the Board of Trustees or to the Nominating Committee exceeds the number of
seats to be filled, the voting for President, the Board, or Committee, as the case may be,
shall proceed by secret ballot, with each voting member present allowed to vote for a
number of candidates equal to the number seats to be filled. If the total number of
candidates does not exceed twice the number of seats to be filled, the candidates receiving
the highest number of votes shall be elected. If the total number of candidates exceeds
twice the number of seats to be filled, the number of candidates equal to twice the number
of seats, who receive the highest number of votes, shall run in a run-off election to be
conducted in the same manner as the election previously described in this section.
F. The Nominating Committee shall elect persons to complete unexpired terms on the Board
of Trustees and on the nominating committee caused by vacancies. In the event of a
vacancy in the office of the President of the Board of Trustees and there is no President-
Elect, the Board of Trustees shall call a special meeting of the membership to be held within
60 days of the time the vacancy occurs to elect a President of the Board for the unexpired
portion of the term. In the event the next Annual Meeting is to be held within 60 days of the
occurrence of such vacancy, the vacancy will be filled at said Annual Meeting in the usual
manner. Persons so elected to the Board of Trustees shall serve until the first Board of
Trustees meeting following the next Annual Meeting of the membership. At such Annual
Meeting, the remainder, if any of the unexpired term caused by the vacancy shall be filled
by nomination and election in the manner set forth in Section C, D and E above.
G. The Nominating Committee shall have such other duties as the Board of Trustees may,
from time to time, prescribe in the Policies/Guidelines.
VI. MINISTER
A. This corporation shall maintain the tradition of a free pulpit and shall place no restrictions upon
the teachings of the minister. The minister shall have exclusive control of the pulpit, and shall
have general direction of the religious activities of the church, including the religious education
program for the children and youth of the church. He or she shall be an ex officio member of all
committees and shall attend to such other duties as are customary to this office.
B. It shall be the duty of the minister to make a report to the members at the Annual Meeting
and to bring to the attention of the Board of Trustees any matters which seem proper to him
or her, but the final decision on matters of policy and procedure shall remain with the Board
of Trustees or with the membership at a congregational meeting.
C. The minister of this church shall be elected by a vote of three-quarters (3/4) of the voting
members present at a membership meeting. A majority vote is necessary for her or his
dismissal or the acceptance of her or his resignation. All voting on the election, dismissal,
or resignation of the minister shall be by secret ballot.
D. In the event the office of minister is vacant, or is about to become vacant, the Board of
Trustees shall appoint a Search Committee consisting of not les than eight (8) and not
more than fifteen (15) members of this church, provided that not more than three (3)
members of the Search Committee shall be Trustees. It shall be the duty of the Search
Committee to select a candidate for minister and to present him or her to the membership
for election at a membership meeting. If the candidate is not elected, the Search
Committee shall select another candidate for presentation, provided that only one
candidate may be considered at any membership meeting. The Search Committee, with
the advice of the Board of Trustees, shall have the power to negotiate tentative conditions
of employment such as salary, housing, or other compensation, with a prospective
candidate, provided such tentative conditions of employment are reported to the
membership meeting prior to the vote on election of the candidate.
E. The Committee on Ministry shall consist of three (3) members serving staggered three (3)
year terms appointed by the Board of Trustees. They shall serve as liaison between the
Minister and the congregation. Prior to March 1 of each year the Committee shall meet
with the minister to review her or his salary and other compensation, together with other
conditions of the ministry, and they shall report their findings and any recommendations to
the Board of Trustees.
VII. CAPITAL TRUST
A. The Capital Trust was established by the membership on May 29, 1981 according to the trust
agreement effective May 1, 1981 and subsequently amended May 17, 1987. The Capital
Trust was established to hold and invest certain funds of the church. The terms of the trust
agreement govern the Capital Trust. The membership may modify or amend the trust
agreement and may revoke the trust.
B. The terms of the Capital Trust call for three Trustees of the Capital Trust to serve staggered
three year terms.
C. If a trustee resigns, is removed, or is otherwise unable to fulfill his or her term, the remaining
Trustees of the Capital Trust shall nominate up to three successor Trustees from whom the
Board of Trustees shall elect a substitute Trustee to serve the balance of the predecessor's
term.
VIII. AMENDMENTS
These By-Laws may be altered, amended, or repealed by a majority vote at a membership
meeting. A transcript of the changes proposed and of the existing section, if any, being
considered for amendment shall be included with the first notice of a membership meeting
called for the purpose of amending the Articles of Incorporation or these By-Laws.
Date: May 20, 2001 Sandra L. Bruns, President