Bylaws of First Parish Dorchester
First Parish Dorchester (FPD) is a self-governing and self-supporting congregation. This means FPD has a form of church governance based on the local congregation, not a hierarchy of bishops (episcopal polity) or an assembly of congregational representatives that exercise authority over individual congregations (presbyterian polity). Each local congregation within Unitarian Universalism is independent, self-funded, and governed by its own members.
Because we are self-governing, we are technically an individual non-profit corporation, even though we are in a longstanding and ongoing affiliation with the Unitarian Universalist Association. Therefore, we have our own bylaws on file with the Massachusetts Secretary of State to govern the outer limits of what and how we do things as a congregation. Though updating the bylaws is somewhat difficult, the document may of course be amended over time to reflect changed circumstances, ideals, or values.
- For a list of current trustees, officers, and commmittees, see Our Elected Leaders
- For staff, see Our Minister and Staff.
The Bylaws Task Force of the Board of Trustees began review of the bylaws in the fall of 2016 and over the succeeding year, the Task Force has shared the drafts and has gathered and incorporated comments from the congregation. The following document was voted on by the congregation on October 15, 2017, and supercedes the bylaws that were originally adopted January 26, 1931 and last amended on March 20, 2011.
Article I: Name
The legal name of this organization is First Parish Church in Dorchester (hereinafter FPCD).
Article II: Purpose and Mission
Our purpose is to be a diverse Unitarian Universalist religious community rooted in Dorchester and concerned with, and connected to the world.
Our mission is to be a spiritual home for all those who seek theological and cultural diversity, fellowship, justice and service.
In our shared ministry, we aim to provide programs for worship, religious education, leadership development, community service and social action that are accessible, inclusive, vibrant and welcoming.
Article III: Congregational Membership in the UUA
FPCD shall be a member of the Unitarian Universalist Association (UUA) and of the New England Region of the UUA or their successors.
Article IV: Nondiscrimination Clause
FPCD declares and affirms its special responsibility to promote the full participation of all persons in all of its activities, including membership, and in the full range of human endeavor without regard to race, ethnicity, gender, gender identity, ability, military status, socioeconomic status, affectional or sexual orientation, age, or national origin and without requiring adherence to any particular interpretation of religion or to any particular religious belief or creed.
Article V: Membership
Membership in FPCD is open to any person 18 years or older who is in alliance with the purpose, mission and program of FPCD and has made a recorded financial contribution during the preceding twelve months. It is expected that prospective members will have had an orientation to the Unitarian Universalist movement and to FPCD with the Minister or such other person as the Board of Trustees may designate. Furthermore, members are expected to participate, as able, in FPCD’s programs and their annual financial contribution should represent an amount judged by the member to be a fair share of FPCD’s needs, in light of the member’s income and means.
Becoming a Member
At any Congregation meeting, persons, at least thirty days prior thereto have requested the Clerk, in writing, to present their names for membership, may by a majority vote of the Congregation, be elected members.
Upon recommendation of the Membership Committee, persons may be voted into provisional membership by a majority vote of the Board of Trustees at any Board meeting, to be ratified by the Congregation at its next meeting.
The Clerk shall include a list of all persons requesting membership with the notice for the meeting of the Congregation.
Removal of Membership
Members may withdraw their membership through written request to the Clerk. Membership may also be withdrawn by majority vote of the Board when the member has died, cannot be located, or has failed to make a recorded financial contribution during the preceding twelve months, or for conduct in opposition to the Congregation’s mission and values. The Clerk shall include a list of withdrawn memberships with the notice for the meeting of the Congregation. A person may appeal to reinstate their membership to the Membership Committee, which will present a recommendation to the Board.
Article VI Property
All property owned by the Congregation unless otherwise dedicated by the donors shall be a permanent fund, the principal of which shall not be encroached upon except as provided elsewhere in this article.
The permanent fund shall include the Meetinghouse, the Meetinghouse Lot, other real estate, antiques, and the endowment.
The endowment is defined as all financial investments held by the congregation society including all stocks, bonds and other securities. The principal of the endowment shall be defined as the ending balance (or value) of all financial investments at the end of each fiscal year. The principal of the endowment may be re-allocated (e.g. buy stocks, sell bonds) from time to time subject to the rules and regulations of the Board.
Current income or a portion thereof from the permanent fund (which includes the endowment earnings) may be designated as income in the operating budget as approved by the Board and the congregation society. Endowment earnings shall be defined by the Spending Policy approved by the Board.
At any meeting, the sale of any non-financial assets in the permanent fund of the Congregation, other than the Meetinghouse and Meetinghouse lot, may be authorized by two-thirds vote of the members present and entitled to vote. The use of the proceeds of any such sale shall be specified as part of the motion to sell the asset, otherwise the proceeds of the sale will be added to the endowment.
At any meeting, the sale the Meetinghouse and Meetinghouse lot, may be authorized at a meeting at which at least a majority of all members entitled to vote shall be present and two thirds of whom shall vote in favor thereof. The use of the proceeds of any such sale shall be specified as part of the motion to sell the asset, otherwise the proceeds of the sale will be added to the endowment.
Article VII: Congregational Meetings
The Annual Meeting of the Congregation shall be held on the third Sunday in May of each year, after the morning service. The purpose of the Annual Meeting shall be to elect delegates to the UUA and other groups, to elect Officers and Trustees, elect members of the Nominating Committee and of any committees required to be elected at that time; nominations from the floor shall also be accepted. At the annual meeting, the Congregation shall also adopt the budget for the following fiscal year and receive Officers’, Ministers’ and committees’ reports. Other items on the agenda of the Annual Meeting shall be designated by the Board of Trustees. At the start of this meeting, a moderator shall be elected and new members shall be elected. No action shall be taken except upon matters which are set out in the agenda.
Special Congregational Meetings
Special Congregational Meetings of FPCD may be called by the Board, or at the written request to the Board of any five (5) members. A call for a special congregational meeting shall state the purpose of the meeting. At the start of the meeting, a moderator shall be elected and new members shall be elected. No action shall be taken except upon matters which are set out in the agenda.
Method of Notification
Notice of all meetings shall be mailed to all members and posted in the vestibule of the Meetinghouse at least seven (7) days prior to the meeting. Notice shall include an agenda of the matters of business to be considered at the meeting, and shall be signed by the Chair or the Secretary of the Board. The Clerk shall oversee the distribution of the notice.
Twenty (20%) percent of the membership shall constitute a quorum at Congregational Meetings, except that a fifty one percent (51%) quorum shall be necessary in order to make decisions about the calling or dismissal of a minister and for the purchase of real estate or the sale of the Meetinghouse and the Meetinghouse lot. The Clerk will, in the absence of a quorum, designate a new meeting date and time, again notifying the membership as defined in these bylaws.
A simple majority of those votes cast shall be sufficient to either approve or disapprove matters submitted for determination by vote, except for those votes taken relating to the following matters:
- the sale of any non-financial assets in the permanent fund, and the Meetinghouse and the Meetinghouse lot, may be authorized by two-thirds (67%) of voting members present and voting;
- election of a minister as described in these bylaws. The minister shall be selected by a minimum of ninety percent (90%) of members present and voting at a congregational meeting called for such purpose. Dismissal shall be by a minimum of 60% of voting members present and voting.
The vote on any matter shall be by written ballot on the request of any member. The exact vote on any matter shall be recorded in the minutes of the Congregational meeting upon the request of any voting member.
Congregation meetings shall be open to non-members. At the discretion of the Clerk or Moderator non-member participants may speak at meetings, but may not make motions or vote.
Article VIII: Governing Structure
Authority of Congregation
The ultimate authority of FPCD is vested in the congregation as expressed in Annual and Special Meetings. The following responsibilities may not be delegated, but may only be exercised by the congregation: (1) the call or release of the Minister and the amount of the Minister’s annual salary and benefits; (2) the location of any church buildings and grounds and their purchase or sale; (3) the requirements of membership; (4) approval of the annual budget for the operating fund; (5) ratification or amendment of the bylaws.
Officers of FPCD are as follows: Chair, Vice-Chair, Secretary, Treasurer and, optionally, Assistant Treasurer, Financial Secretary, and Clerk.
In all their activities, the Officers and Trustees shall recognize the principle that they have the responsibility to serve the will and for the benefit of the membership of FPCD.
Term Length and Term Limits
Terms of the Officers and Trustees shall be the same as the FPCD fiscal year: July 1 to June 30. Therefore, between the annual meeting and June 30th, the newly elected officers’ titles shall include “-elect” (i.e. Trustee-elect, Treasurer-elect); they shall attend meetings, but conduct no official duties or hold voting privileges; and the incumbent officers will continue in their duties and assist in the leadership transition.
Elected Trustees will serve in the same position for three (3) years.
A Board member cannot serve consecutive terms and will be eligible for nomination again after one (1) year.
Other Officers will be elected for a term of one (1) year and can re-elected up to five (5) consecutive terms.
Board of Trustees
Composition of the Board and Election Provision
The Board of Trustees shall consist of seven (7) members of the congregation, except as provided below. Each trustee shall be a voting member. Trustees shall serve for a term of three (3) years. At every annual meeting voting members shall elect two (2) or three (3) Trustees as necessary to make a total of seven (7). A trustee shall take office either on July 1st after the annual meeting or upon the election of that trustee and shall continue until the term expires, the trustee resigns, or the trustee is removed.
Mid-term replacement of a Board member will be at the consideration of the six (6) remaining members of the Board and the Nominating Committee and such replacement will be expected to fulfill the term of that vacancy. If nominated by the Nominating Committee at the annual meeting, a mid-term replacement of a Board member can be elected by the Congregation to serve a consecutive three-year term.
At least one Trustee must be a member of the Finance Committee and all Trustees shall lead in the annual pledge drive and fundraising/stewardship activities. Trustees may be members or liaisons to Building and Grounds, Membership, Personnel and Religious Education. Board participation in FPCD marketing and outreach activities is highly desirable.
Responsibilities of the Board
The Board of Trustees shall be the visioning, policy and governing body of FPCD.
In all of its activities, the Board shall recognize the principle that they have the responsibility to serve the will and for the benefit of the membership of FPCD.
The Board shall:
- establish strategic plans and short and long range goals for FPCD;
- provide financial and property oversight and ensure legal compliance;
- establish policies and procedures to govern the operating practices of FPCD consistent with these bylaws; and local, state and national law;
- partner with the minister and staff in administering policies and procedures;
- review the minister’s job description and terms of employment with the minister and renegotiate them;
- appoint interim minister(s), in accordance with the UUA guidelines, when a called minister(s) leaves employment;
- employ staff as necessary;
- provide leadership for the annual pledge drive and all other stewardship and fundraising activities;
- provide facilitation and liaison services as needed to Committees and Councils,
- maintain communication with other elected officers and the congregation;
- ensure notice is given to members on changes of policies or procedures;
- regularly participate in congregational and spiritual life of FPCD, and the UUA;
- orient and train new Trustees.
- propose additional officers of the congregation, as needed;
The Trustees shall not sell or otherwise dispose of or encumber the real estate of FPCD without prior approval of the membership of FPCD, nor shall they authorize aggregate expenditures or incur a total indebtedness in excess of five percent (5%) of the approved annual budget without approval by the membership of FPCD.
The Board will make a written report to the Congregation on at least an annual basis at the annual meeting, and will inform the Congregation of major policy decisions.
Frequency and Notice
The Board shall meet at least once a month. The Chair or four members of the Board may call additional Board meetings with notice of at least 48 hours to all Trustees.
The quorum shall be four (4) members of the Board.
Decision Making and Voting
Except as otherwise specified in the Bylaws, a majority of those present at Board meetings shall be sufficient to pass resolutions and otherwise transact business.
Complete and accurate typed minutes shall be kept of any and all regular or special meetings of the Board including Executive Sessions. All recorded minutes shall be formally approved by a majority vote of at least a quorum of the Board. The Secretary of the Board shall post the approved minutes, except the content of Executive Sessions, in a FPCD public space as determined by the Board.
Removal of Board Members or Officers
Any trustee may resign by giving notice in writing to all Trustees and may be removed, with cause, by action of two-thirds of the Trustees.
Officers of the board
From among the members of the Board of Trustees, the Board shall elect a Chair, Vice-Chair and Secretary, all of whom shall hold their offices for one (1) year. Officers may be re-elected for consecutive terms for as long as they serve on the Board.
- Responsibilities of the Chair
The Chair shall be the presiding officer of FPCD and the Board of Trustees; shall coordinate with the Minister on the administrative functions of FPCD and shall represent FPCD on all appropriate occasions. The Chair, in consultation with the Vice-Chair, Secretary and Minister, will set the agenda of each Board meeting and the agenda for Congregational Meetings, also in consultation with the other Officers
- Responsibilities of the Vice-Chair
The Vice-Chair shall act in the absence of or at the request of the Chair, at which time they shall have all responsibilities and functions applicable to the Chair. In addition, the Vice-Chair shall perform such functions and duties as may be specified by the Board.
- Responsibilities of the Secretary
The Secretary maintains the records of the Board. They distribute meeting agendas and background materials; keep minutes of meetings of the Board; prepare those minutes for approval at the next Board meeting and post the approved minutes in a FPCD public space as determined by the Board. In addition, the Secretary shall perform such functions and duties as may be specified by the Board.
Other Governing Officers
Financial Officers: Treasurer and Financial Secretary
The Treasurer and Financial Secretary have joint and separate responsibility for receiving, safely keeping, and accounting for all money and other property of FPCD entrusted to their care.The Treasurer oversees the payment of the bills and charges that are in the approved budget or are approved by the Board, including but not limited to payroll, benefits, vendor payments, bills, reimbursement for submitted receipts, and guest pulpit payments. They shall maintain a complete accounting of the financial records of FPCD, including monitoring budgeted versus actual expenses throughout the year. The Treasurer has the primary responsibility, in collaboration with all the Finance Committee, for developing the annual financial report of FPCD and the draft budget for the next fiscal year.
The Financial Secretary tracks membership pledges, records and oversees the deposits of all income, including but not limited to vendor credits, rental income, plate offering, pledges, donations, and other income. They oversee the counting of Sunday worship and other collections of funds and they keep records of in-kind donations. The Financial Secretary is responsible for acknowledgement to donors including at the end of the calendar year for IRS tax purposes. They maintain the roster of the pledging units and their pledges and provide information to the Board, Minister and stewards for the annual FPCD pledge campaign. Within the FPCD fiscal year, the Financial Secretary shall furnish statements detailing the status of their pledges to pledging units.
The Treasurer and the Finance Committee may recommend to the Board and Nominating Committee the nomination of an Assistant Treasurer to be elected at a meeting of the congregation. The Assistant Treasurer will assist with duties delegated by Treasurer; will be a member of the Finance Committee; and will elected for a term of one (1) year and no more than five (5) consecutive terms.
Responsibilities of the Clerk
The Clerk shall keep a record of all congregational meetings and decisions; keep an accurate and complete roll of all members with their addresses and contact information; in conjunction with the Financial Secretary, shall provide a list of those who are qualified to vote; keep an accurate record of births, deaths and marriage; issue notices of the annual meeting and all other congregation meetings. The Clerk is a member of the Membership Committee. The Clerk shall oversee policies and procedures for FPCD records management including historical archives. In addition, the Clerk shall be familiar with parliamentary procedure as set forth in Robert’s Rules of Order as Modified for Small Organizations, latest edition.
Basic Provisions on Committees
Standing Committees shall be: Building and Grounds; Committee on Our Ministry; Finance; Membership; Nominating, and Personnel. The Board may appoint additional standing and temporary committees as it deems necessary.
Building and Ground
Building and Grounds consists of at least FPCD three members, preferably including a Trustee. The committee assists the Board in the management of the physical property in consultation with the Minister.
Committee on Our Ministry
The function of the Committee on Our Ministry (CoOM) is to work with the Minister to recognize and nurture the needs of the Minister and the congregation to create the most vibrant ministry possible. This Committee shall consist of one (1) member selected by the Minister, one (1) by FPCD Board, and one (1) chosen by the other two (2) members. Members shall serve for one (1) year and may be reappointed for no more than four (4) consecutive terms. In consultation with the Minister and the Board, the CoOM shall develop and oversee a process for evaluating the Minister on a regular basis. In addition, the CoOM may recommend to the Board and the Minister reviews and revisions of FPCD’s mission and convenant(s).
The Finance Committee shall consists of at least one Trustee; the Assistant Treasurer (if elected); the Financial Secretary; the Minister (ex-officio); the Treasurer; and other members who are interested in serving and are invited by the Finance Chair to do so. The Committee maintains financial records; drafts budgets; advises the Board on financial matters, including investment/debt and insurance policies; organizes/coordinates the annual pledge drive; and helps coordinate fundraising events. The Committee shall meet at least monthly.
The Membership Committee shall consist of the Clerk, the Minister and at least one other FPCD member, preferably including a Trustee. The committee helps guide people through the process of becoming a member including reaching out to prospective members; explaining the requirements; organizing orientation sessions; reviewing application letters; presenting the names of prospective members to the Board and the Congregation for approval; and organizing membership ceremonies. The Committee’s activities may support people through the broader membership journey at FPCD or the Committee may collaborate with committees established for these purposes, such as caring and hospitality. The Committee shall meet at least quarterly.
The Nominating Committee shall focus on leadership development and recruitment of members into elected positions. It shall consist of five (5) voting members who shall be nominated by the prior year’s Nominating Committee. The Nominating Committee shall recommend to the next annual meeting a slate of voting members for each expiring Board position and for Congregational Committees. The Nominating Committee, shall, should the circumstance arise, also recommend to the Board people to fill vacant Board positions.
- Nominating Committee Procedures
The Committee shall elect a chairperson from among its members and shall prepare a slate of voting members, which shall not include members of the Committee as nominees to elected office. The Nominating Committee shall publicize, solicit, and submit the names of all qualified candidates for vacant positions on the Board and Congregational Committees. Members who desire to serve in positions on the Board or Congregational Committees shall apply to the Nominating Committee. As a condition for nomination, the Committee shall interview each candidate and obtain their consent to be nominated. No member of the Nominating Committee may serve more than three successive one year terms. The slate of nominees shall be prepared in time for inclusion in the Notice of Annual Congregational Meeting. Vacancies on the Committee shall be filled by the Board.
The Personnel Committee consists of the Minister, the Chair or his/her designee, and one or two other FPCD members who shall be appointed to the Committee by the Board. With the exception of the Minister, no member of the Personnel Committee shall serve on that Committee for a term of more than three consecutive years. The Personnel Committee supports the Minister in administering the FPCD personnel policy and shall meet at least quarterly.
Article IX: The Minister
Responsibilities of the Minister
The powers and duties of the Minister shall comprise the customary pursuits of the office, directed towards the furtherance of the purposes and mission of the congregation, with ultimate decisions of policy resting with the Board. In consultation with the Board, they shall hire, supervise, evaluate, and terminate staff. They shall perform specific duties and be evaluated on a regular basis, as enumerated in the Letter of Call. The Minister shall be an ex officio, non-voting member of FPCD Board, Finance and Membership Committee and of such committees as the Board designates. In consultation with the Board, the Minister shall organize committees of FPCD members and staff to support ministries such as worship, music, lifespan religious education and social justice. The Minister shall have freedom of the pulpit, and shall also be free to express their opinions outside the pulpit, but not to speak about a public issue on behalf of the FPCD, without authorization from the Board.
Qualifications of the Minister
Any candidate for the position of Minister must hold fellowship in the Unitarian Universalist Association.
Calling a Minister
Ministerial Search Committee
In the event that the Congregation needs to call a new Minister, UUA policy and recommendations shall be followed in order to form a search committee.
Quorum and Plurality of Call
The minister shall be called by at least ninety (90%) majority of the voting members present at any congregational meeting legally called for this purpose; quorum for such a meeting is to be constituted by 51% percent of the voting members.
Dismissal and Termination of Call
A Minister is called to this FPCD on a continuing basis, subject to the right of the Minister to give the membership ninety (90) days notice of intent to resign or retire. Such period of notice may be altered by mutual consent.
Dismissal of a Minister shall be only at a Special Congregational Meeting called for that purpose. This meeting shall be called by the Board only upon the written request signed by at least twenty percent (20%) of the voting members. The Minister may be dismissed by a 60% vote of the qualified members of FPCD present at the Special Congregational Meeting called for that purpose, quorum for such a meeting to be constituted by fifty one percent (51%) of the voting members rather than twenty percent (20%) of the voting members as called for other congregational meetings. The vote shall proceed by secret ballot. Such a vote may not be taken again for six (6) months.
With consultation from the Committee on Our Ministry, the Board of Trustees shall act independently of the congregation to request the resignation of the Minister only in a case in which the Minister is unable to discharge the powers and duties of her/his ministry due to mental or physical incapacity, or proven moral transgression against the best interest of the congregation.
Article X: Other Staff
Unless otherwise specified by the Board, the Minister shall hire, supervise, evaluate and terminate staff. The Personnel Committee supports the Minister in this work by regularly reviewing staff job descriptions and matters of compensation and advising the Minister and Board about best practices in dealing with employees.
Article XI: Fiscal Matters
The fiscal year for FPCD shall be from July 1 through June 30.
Financial records shall remain the property of FPCD, and shall be open for inspection by any member, except that individual pledge information shall be kept confidential and shared only on an as needed basis with pledge stewards. The annual financial report which shall be professionally and externally audited every two years.
At each annual meeting, FPCD Board shall submit an operating budget for the coming fiscal year. A budget is adopted by a simple majority vote of the voting members present at the meeting. Once a budget is approved, the Board may authorize and expend the funds as budgeted.
Should FPCD cease to function and the voting membership, by a four-fifths (⅘) vote, agree to disband, the congregation shall petition the Board of the UUA for permission to transfer any remaining assets of FPCD in such a way as will further the mission of FPCD. Any transfer of assets in accordance with this paragraph shall be in compliance with all applicable law.
Article XII: Other Procedural and Legal Provisions
Rules of Procedure.
Unless otherwise specified herein, the membership shall be governed in all its meetings by parliamentary procedure as set forth in Robert’s Rules of Order as Modified for Small Organizations, latest edition. Questions regarding parliamentary rules and procedure raised during any meeting shall be ruled upon by the moderator or chair of such meeting in conference with the Clerk.
All records of FPCD other than those of a pastoral or personnel nature shall be made available for inspection by any member during reasonable office hours.
These bylaws shall be liberally interpreted in order to accomplish their basic intent, which is hereby stated to be the efficient operation and management of FPCD in order to accomplish the purposes stated in the FPCD’s mission statement.
Protection of Non-Profit Status.
Neither FPCD, the Board, nor any officer or employee of FPCD shall take any action or allow any activity or use of church property which shall endanger the non-profit corporate status or charitable, tax-exempt status of FPCD or its property. Nothing in these bylaws shall be construed to allow a violation of this section.
Amendments and Review
Except as to Article VI and this subsection of Article XII, amendments to the Bylaws may be made at any meeting by a two-thirds vote of the members present and entitled to vote. Amendments to Article VI and this subsection of Article XII may be made only at a meeting at which at least a majority of all members entitled to vote shall be present and two thirds of whom shall vote in favor thereof.
The content of all amendments shall be stated in the notice for the meeting, which shall be given as prescribed in these bylaws.
Bylaws Review Commission.
No less frequently than every 10 years, the Board will nominate and the membership will elect a Bylaw Review Commission to review and update these bylaws. The proposed revisions will be presented by the Commission at a Congregational meeting for approval or suggested modification within eighteen (18) months of the election of the Commission.