Our Bylaws

A Not-for-Profit Corporation duly organized and existing under the laws of the State of Illinois.

ARTICLE I: NAME AND AFFILIATION 

Section 1. Name. The Name of this corporation shall be the Second Unitarian Church,  hereinafter referred to as the Church. 

Section 2. Denominational Affiliation. This Church shall be an affiliate of the Unitarian Universalist Association and its regional and area organizations. 

ARTICLE II: OBJECT 

Section 1. Inclusive Community. This is a warm and open community, where all who come with open minds and kind hearts are welcome. We honor the richness which  diversity brings to our congregation. No one shall be excluded from membership or em ployment because of race, color, sex, gender expression, affectional or sexual orientation,  physical capability, age (if over age of consent), class, ethnic, or national origin, marital  status, veteran status, or religious background. Employment at the Church shall be deter mined solely by qualifications for and performance on the job. 

Section 2. Object. The object of the Church shall be to affirm and promote:

A. The inherent worth and dignity of every person; 

B. Justice, equity and compassion in human relations; 

C. Acceptance of one another and encouragement to spiritual growth;

D. A free and responsible search for truth and meaning; 

E. The right of conscience and the use of the democratic process within the Church and in society at large; 

F. The goal of world community with peace, liberty, and justice for all;

G. Respect for the interdependent web of all existence of which we are a part.

H. We covenant to affirm and promote: journeying toward spiritual wholeness by working to build a diverse multicultural Beloved Community by our actions that accountably dismantle racism and other oppressions in ourselves and our institutions. 

ARTICLE III: MEMBERS 

Section 1. Membership Requirements. Any person shall become a member of the  Church who is in sympathy and agreement with its program and purpose who: 

A. Is at least sixteen years of age, and 

B. Attends services on at least three separate Sundays, and 

C. Attends a program of orientation to the Church as prescribed by the Board and

D. Signs the official membership record book in the presence of two trustees, or the  minister and one trustee. 

E. Members have the following rights and responsibilities: 

i. Contributing to the democratic life of the community including  participation in Town Hall and business meetings. A member may vote at the first business meeting following a 15-day waiting period after signing the membership book or after reinstatment.

ii. Contributing to the community in time and money. In order to retain membership, members are required to make an identifiable financial  contribution annually. In addition, the church offers numerous opportunities to support the institution, including committees, workdays, social events,  group ministries, etc. 

F. Role of friends of the Church:

A "friend of the church" is defined as a person who participates and sup ports some facet of our church community without formally joining the church as a member. We welcome the participation of non-members in all  aspects of the community except the formal governance of the Church.  Friends of the church may be present in meetings and may offer opinions  at non-business meetings but may not vote. 

Section 2. Affirmation of Membership. Each calendar year each member shall affirm  membership by making an identified financial contribution of any amount to the Church, as an evidence of continued interest. In the case of households with multiple members, a  single identified financial contribution may serve as affirmation for all, if so in tended. The Board of Trustees or the Minister may offer a waiver of this provision at a duly  called meeting, in individual instances. 

Section 3. Resignation. Membership may be terminated at the request of a member by  written resignation delivered to the church or by oral declaration to both the Minister and  a Board member. Termination by resignation is effective upon receipt. Resignations will  be documented in the Board meeting minutes. 

Section 4. Termination. Membership may be terminated by the Board of Trustees by  failure to affirm membership, by death or as the consequence of disruptive behavior. Ter mination by failure to affirm is effective in the following calendar year, thirty days after  notice of failure to affirm has been sent to the last known address of the member involved.  Termination as a consequence of disruptive behavior can be completed by a two-thirds  majority at a duly called meeting of the Board of Trustees in accordance with the Disrup tive Behavior Policy. Terminations shall be documented in the Board meeting minutes. 

Section 5. Reinstatement. Members who resign may be reinstated by making a written  request for such action, delivered to the Church. Membership terminated by the Board of  Trustees due to disruptive behavior may be reinstated by a two-thirds majority at a duly  called meeting of the Board of Trustees. Members terminated due to failure to affirm may  be reinstated by making an identified financial contribution.

ARTICLE IV: BOARD OF TRUSTEES 

Section 1. Designation. The Board of Trustees shall be composed of:

Seven Trustees, of which one shall be Chair, Chair-Elect, Past Chair, one Secretary, one Treasurer; and one Chair of the Church Council.  

Section 2. General Powers. The Board of Trustees shall have responsibility for the business, property, assets, and affairs of the Church business meetings, fix the hour and place of the Church business meetings, make recommendations to the Church, and  shall perform other duties as specified by these bylaws. The Board shall be subject to the  orders of the Church, and none of its acts shall conflicts with action taken by the Church.  The Board shall be bound to uphold the mission and vision of Second Unitarian and honor  the Unitarian Universalist Principles. 

Section 3. Meetings. Unless otherwise ordered by the Board, regular meetings of the Board of Trustees shall be held monthly. Special meetings of the Board may be  called by the Chair and shall be called upon written request of three members of  the Board. 

Any member of the Church may attend any general meeting of the Board. Any member may be recognized to speak on any matter or to make or second any  motion, provided that such matter or motion is a proper matter for that meeting.  

Section 4. Notice. Notice to the members of the Church of a meeting of the Board of  Trustees shall be given by publication in the newsletter, if possible, and at a Sunday Ser vice, except that for cause the Board may waive such notice. Notice to the Trustees of any  meeting of the Board shall not be required except that in the event of a special meeting, an  attempt shall be made to notify each Trustee at least 24 hours before such meeting. 

Section 5. Proxy. No Trustee may vote by proxy at any meeting of the Board of Trustees. 

Section 6. Election and Term of Office. The officers shall be elected at the annual meeting in accordance with Article IX. 

The terms of the Chair-Elect, Chair, and Past Chair shall be one year in a three year progression. The terms of the Secretary, Treasurer and Chair of the Church Council  shall each be two years, arranged so that the terms of the Secretary and Treasurer expire  in alternating years. The terms of the remaining trustee shall be three years. The officers  shall serve for the terms specified above or until their successors are elected. Their terms  shall begin on July 1 following the annual meeting at which they are elected. 

Vacancies among the officers may be created by, among other circumstances, an increase in the number of officers, failure to elect at the annual meeting enough officers  to fill all vacancies then existing, resignation or removal. Vacancies among the officers may  be filled by a majority vote of the Board. An officer appointed by the Board shall serve  until the next July 1st; the successor to any officer appointed by the Board shall be elected at the annual meeting next following the occurrence of the vacancy involved. 

Generally, if the Chair-Elect is unwilling to serve as Chair, the nominating committee shall give preference to a current member of the Board. 

Section 7. Eligibility. Each officer must be a member of the Church and must have  been a member for at least one year preceding taking office. 

Section 8. Removal. If a Trustee is absent from Trustee meetings for two consecutive  months, without notice and without reasonable cause, or is absent from Church services  for six months or more, the Board may declare that office vacant. 

Section 9. Compensation. Trustees shall not receive any compensation for services per formed or merchandise provided, except as reimbursement for authorized expenses. 

Section 10. Conflicts of Interest. A Trustee shall not vote on any matter before the Trustees in which the Trustee has a direct personal interest. If any matter comes before  the Board which a Trustee has a personal interest, the Trustee must immediately inform  the Board. 

Section 11. General Duties. The officers shall perform the duties prescribed by these by laws and by the parliamentary authority adopted by the Church. Trustees are expected to  attend meetings of the Board of Trustees or to notify the Chair or the Secretary if they  cannot do so. 

Section 12. Duties of the Chair. The Chair shall be in the chief executive officer of the  Church; shall see that the orders and resolutions of the Board of Trustees are carried into  effect; shall preside over all meetings of the Church and of the Board of Trustees; and shall  in general, perform all duties incident to the office of the Chair of a corporation subject to  control by the Board, and such other duties as may be assigned by the Board. In the event  of the absence, disability, or refusal to act of the Chair, the Board shall have all the powers  of and be subject to all the restrictions upon the Chair. 

Section 13. Duties of the Chair-Elect. The Chair-Elect will assume the office of Chair upon the death, removal, or resignation of the Chair, if the Chair is deemed by a two-thirds vote of the Board to have a long-term disabling condition that prohibits  her/him from carrying out the duties of the office, the Chair will be removed and replaced  by the Chair-Elect. 

Section 14. Duties of the Secretary. The Secretary shall keep the minutes of all meetings  of the Church and of the Board of Trustees; shall give all notices required by statute, bylaw  or resolution; shall be responsible for entries in the official membership record book; and  shall in general perform all duties incident to the office of secretary of a corporation, subject to control by the Board, and such other duties as may be assigned by the Board.  

Section 15. Duties of the Treasurer. The Treasurer shall be the chief financial officer of  the Church; shall have custody of the funds and securities of the Church; and shall in gen eral perform all duties incident to the office of treasurer of a corporation, subject to control  by the Board, and such other duties as may be assigned by the Board.

Section 16. Duties of the Chair of the Church Council. The Chair of the Church Council  shall preside over meetings of the Church Council; shall represent the Church Council to  the Board of Trustees; and shall perform such other duties as may be assigned by the  Board. 

ARTICLE V: MEETINGS 

Section 1. Annual Meeting. The annual meeting of the Church shall be business meeting and shall be held each fiscal year on or before June 15th, at a time and  place determined by the Board, unless otherwise ordered by the Church. 

Section 2. Special Meetings. Special meetings of the Church, also known as a congregational meeting, shall be business meetings and may be called by the Board. A  special meeting must be called by the Board promptly upon receipt of a written request for  such a meeting signed by at least the number of members needed to constitute a quorum  at a business meeting, provided that such request states the purpose of the special meet ing. 

Other meetings may be called, also known as Town Hall meetings, may be called to discuss  an issue without taking binding action. A Town Hall meeting may be organized by one or  more church members to present a subject for discussion. 

Section 3. Notice. Notice of the annual meeting or of any special meeting of the Church shall be sent to each member at least 15 days prior to such meeting either electronically to  an email address designated by the member, or, if the member has not designated an email  address, by United States mail to the member's address of record. A member's designated  email address is the email address the member has on file with the Church. The Board  shall adopt appropriate policies to provide for notice by United States mail where the  member notifies the Church of a preference for United States mail, and in cases of email  delivery failure. 

Section 4. Quorum. A quorum at any business meeting of the Church shall consist of  twenty-five percent of the members, as verified by the Secretary. If a quorum as defined  above is not present at any meeting of the Church, those present may adjourn the meeting  to a later date, and from time to time thereafter until a quorum is present. Notice of the  adjourned meeting shall not be required. 

Section 5. Proxy. Generally, no member may vote at any meeting by proxy. In cases of extreme hardship, the Board shall have the authority to allow for proxy vote,  i.e. for hospitalizations. It shall be the duty of the Secretary to certify the proxy vote. 

Section 6. Procedure. The majority vote at any business meeting of the Church at which  a quorum is present shall be the act of the Church, unless the act of a greater number is  required by law, or the Church’s parliamentary authority or by some provision of these  bylaws.

ARTICLE VI: MINISTER 

Section 1. Search Committee. A Search Committee, elected in accordance with Article IX,  shall be called to fill a ministerial vacancy caused by retirement, resignation, termination  or death. Once formed, vacancies on the Search Committee caused by resignation shall be  filled by recommendation of the Nominating Committee and majority vote of the Board of  Trustees. 

Section 2. Calling a Minister. The Search Committee shall follow the guidelines set forth  by the UUA in selecting a candidate to recommend to the congregation. The candidate  recommended by the Search Committee shall be voted on at an Annual or special meeting  of the Church. The notice of the meeting shall state that the vote will be taken at that  meeting. No Minister shall be called who does not receive the affirmative vote of at least  three-quarters (3/4) of the eligible voting members present at such a meeting. 

Section 3. Dismissing a Minister. A Minister may be removed only by a vote of at least  two-thirds (2/3) of the eligible voting members present at an Annual or special meeting of  the Church. When removal of a Minister is scheduled for action at such a meeting, the  meeting notice shall so state. 

Section 4. Duties and Salary. The specific duties and salary of the minister shall be deter mined by the Board of Trustees. The minister shall serve as ex officio member of all  Church committees except the Nominating Committee. 

Section 5. Intern Ministers. An Intern Minister shall be called by the Board after consul tation with the Minister and after receiving an advisory affirmative vote of at least two thirds (2/3) of the eligible voting members present at an Annual or special meeting called  for that purpose. Final decision for termination of employment rests with the Board after  consultation with the Minister. 

ARTICLE VII: COMMITTEES 

Section 1. Appointment. One or more committee chairs shall be appointed by the Board  Chair as the Church or the Board of Trustees shall from time to time deem necessary to  carry on the work of the Church. The Chair shall be ex-officio a member of all committees  or councils except the Nominating Committee. 

Section 2. Termination. Appointments to committees or councils shall terminate at the  end of the fiscal year, unless terminated sooner by resignation, termination of Church  membership or action of the Board. 

Section 3. Church Council. The Church Council shall consist of the Chair of the Church Council, the Chair of each committee designated by the Board of Trustees as a Church Council committee, and such other individuals as the Board may designate.  The Board may authorize election by the Congregation of a specific number of at-large  Council members for specified terms. At-large Council members shall be subject to the  same conditions of nomination, election, eligibility, removal, compensation, and conflicts  of interest as Trustees.

ARTICLE VIII: ADMINISTRATIVE ROUTINE 

Section 1. Gifts. Only the Board of Trustees may accept on behalf of the Church any con tribution, gift, bequest or devise for the general purposes or for any specific purposes of  the Church. 

Section 2. Contracts. The Board of Trustees may enter into any contract or execute and  deliver any instrument in the name of the Church, unless otherwise directed by some pro vision of these bylaws or by order of the Church. 

Section 3. Indebtedness. No unbudgeted borrowing may be made in the name of the  Church except upon approval at a business meeting of the Church. 

Section 4. Fiscal Year. The fiscal year of the Church shall begin on July 1 and end on June  30 of the following year. 

Section 5. Financial Records. The financial records including the books of account shall  remain the property of the Church at all times. These records shall be open to inspection  by any member of the Church, expect for records of pledges of other members, and where  a donor has requested anonymity. 

Section 6. Records. The records of the Church including minutes of business meetings and Church Council meetings shall remain the property of the Church at all  times. These records shall be open to inspection by any member of the Church.  

Section 7. Deposits. All funds of the Church shall be deposited promptly to the credit of  the Church in such banks or other depositories as the Board may determine. 

Section 7. Checks. All checks drawn in the name of the Church shall be signed by two  trustees. 

Section 8. Audit. The Board shall select an auditor who shall audit the Church’s financial  statements and books of account each fiscal year and make an audit report to the Board.  The Board shall make this report available to the members of the Church. 

Section 9. Dissolution. In the event of dissolution, the Church shall, after payment of all  liabilities, distribute any remaining assets to the Central Midwest District (Unitarian Uni versalist) or its legal successors, for the extension of denominational work. 

Section 10. Parliamentary Authority. The rules contained in the current edition of Rob ert’s Rules of Order Newly Revised shall govern the Church in all cases to which they are  applicable and in which they are not inconsistent with these bylaws and any special rules  of order the Church may adopt.

ARTICLE IX: ENDOWMENT FUND 

Section 1. Endowment Committee. The Endowment Committee (hereinafter “Commit tee”) shall consist of three members, each of whom shall serve for a term of three years,  except as limited herein. The minister and the Chair, or the Chair’s designee from among  the members of the Board, shall be non-voting advisory members of the Committee. In  the event of a vacancy on the Committee the Board shall select a member to fill the vacancy  until the next annual meeting, at which time the congregation shall elect a member to ful fill the term of the vacancy. The Committee may request other members of the congrega tion to serve as advisory members. Members of the Committee shall receive no compen sation from the Fund or otherwise for their work on the Committee. 

Section 2. Initial Appointment. Upon creation of the Committee the congregation shall  elect one member to the Committee for a three-year term, one member for a two-year  term, and one member for a one-year term. Thereafter, Committee members shall be  nominated by the Nominating Committee and elected to three-year terms by the congregation.

Section 3. Endowment Fund. There is established a separate Second Unitarian Church of Chicago Endowment Fund (“Fund”) apart from the general operating and  capital funds of the congregation. The Fund shall support the religious mission and work  of the congregation through receipt and management of, for example, gifts of property  (cash, stock, bonds, real estate), charitable bequests in wills, charitable remainder and  other trusts, pooled income funds, charitable gift annuities, and assignment of life insur ance and retirement plans. The Fund shall consist of separate accounts for restricted and  unrestricted gifts and will be managed locally. When the accounts reach $10,000 after the  distribution described in Section 8(A), the assets will be transferred to the Unitarian Uni versalist Common Endowment Fund for investment by the Unitarian Universalist Associ ation (UUA). All assets of the Fund are to be held in the name of Second Unitarian Church.  All gifts to the Fund shall be deemed in compliance with Article VIII, Section 1 of these By Laws. The Fund shall not be the source of any loans and shall not be pledged as collateral  for any loan. 

Section 4. Management of Fund. The Committee shall be the custodian of the Fund. The  Committee shall manage the assets of the Fund, including, but not limited to, stocks,  bonds, debentures, mortgages, notes, or other securities, as in their judgment and discre tion they deem wise and prudent, provided that the Committee shall make such manage ment decisions pursuant to a written investment policy approved by the Board. The Com mittee shall abide by and keep a record of the terms and restrictions of all gifts to the Fund  and shall determine what is principal and what is income according to generally accepted  accounting principles. The Committee shall lead or assist Board-approved efforts to in form members of the congregation of the purposes of the Fund and provide members in formation that members may share with their own financial and legal advisors when mak ing contributions to the Fund. At the expense of the Fund the Committee may provide for  such professional counseling, advice, representation and review on investment, account ing, legal, or other matters pertaining to the Fund as it deems to be reasonably necessary,  provided that such paid advisors shall be independent from the congregation. 

Section 5. Committee Proceedings. The Committee shall meet at least quarterly. A  quorum shall consist of two members. A two-vote majority is required to carry any motion  or resolution. The Committee shall elect from its membership a chair and a secretary, who  shall keep a complete copy of minutes and assist the Treasurer in maintaining complete and accurate books of accounts for the Fund.  

Section 6. Audit. The books of the Fund shall be audited annually by a certified public  accountant or other appropriate person who is not a member of the Committee. Such  person may be paid as provided in Section 4. The Committee shall report on a quarterly  basis to the Board and, at each Annual Meeting of the congregation, shall render a full and  complete account of the administration of the Fund during the preceding year. The identity of contributors to the Fund and the amounts of their contributions shall not be publicly  disclosed in any report to the Board or the congregation or otherwise except with the con sent of the contributor.  

Section 7. Liability. Members of the Committee shall not be liable for any losses that may  be incurred upon the investment of the assets of the Fund except to the extent that such  losses shall have been caused by their bad faith or gross negligence. No member of the  Committee shall be personally liable as long as she or he acts in good faith and with ordinary prudence. Each member shall be liable only for his/her own willful misconduct or  gross negligence and shall not be liable for the acts or omissions of any other member. No  member of the Committee shall engage in any self-dealing with the Fund or in any trans actions with the Fund in which the member has a direct or indirect financial interest, and  shall at all times refrain from any conduct in which her or his personal interests would  conflict with the best interests of the Fund. 

Section 8. Distributions. Distributions from the Fund shall be made at such times as deemed necessary and/or feasible to accomplish the following purposes: 

A. 25% of any unrestricted bequest shall immediately be used to reduce any debt  and the balance placed in the Endowment Fund. If the debt is less than 25% of  the bequest, then the debt balance shall be paid and the balance of the bequest  placed in the Endowment Fund. Similarly, if the Church is debt free then 100%  of the unrestricted gift will be deposited in the Endowment Fund.  

B. Meeting a shortfall in annual operating funds or for debt reduction.  

C. Capital expenditures and significant improvement projects related to the  buildings and real property of the church, including grounds and landscaping.  D. Youth and adult faith development programs. 

E. Ministerial recruitment, retention and development. 

F. Outreach into the greater community at large, including, but not limited to,  grants to local service agencies, or institutions to which this congregation re lates, and to special programs designed for those persons in our local commu nity who are in spiritual and/or economic need. 

Distributions from the Unitarian Universalist Common Endowment Fund may only be  used for purposes A through F above, but will comply with Sections 7 “Distributions” and  Section 9 “Redemptions” of the Agreement between the Subscriber and the UUA for In vestment of Funds in Unitarian Universalist Common Endowment Fund. 

Except for the automatic debt reduction described in A above, the Board of Directors must  approve distributions from the Fund, except the congregation must approve the use of any  money from the Fund that is in excess of $15,000 but no more than $30,000 by a two thirds vote of the members of the congregation present at a meeting called for the purpose  of considering such question. Any distribution approved by the Board of Directors that is  in excess of $30,000 must be approved by a two-thirds vote of a quorum of members of  the congregation present at a meeting called for the purpose of considering such question. 

At least once every 4 years, the Treasurer and/or Finance Committee shall propose an in flation adjustment to the Board based upon published US Government inflation statistics  (the CPI-Urban index) to update the $15,000 and $30,000 figures in order to preserve  their purchasing power. Given satisfactory documentation of the proposed numbers, the  Board shall agree to the adjusted spending limits. 

In no event may distributions from the Fund for annual operating funds in item B above  make up more than 10% of the annual operating budget in any fiscal year except by two thirds vote of the members of the congregation present at a meeting called specifically for  the purpose of considering such question. 

Section 9. Amending this Article. Any amendment to this Article that will change, alter  or amend the purpose for which the Fund is established must be adopted by a two-thirds  vote of the members of the congregation present at an Annual Meeting called specifically  for the purpose of amending this resolution. 

Section 10. Disposition of Fund. In the event that Second Unitarian ceases to exist either  through merger or dissolution, disposition or transfer of the Fund shall be at the direction  of the Board in conformity with these by-laws after consultation with the Unitarian Universalist Association and other appropriate experts. If specifically authorized by a two thirds vote of the congregation a portion of the Fund may be transferred to support a new  Unitarian-Universalist congregation established under the auspices of Second Unitarian. 

ARTICLE X: ELECTIONS 

Section 1. Leadership Development and Nominating Committee. The Leadership Development and Nominating Committee shall work in collaboration with congregants, church  committees, the Board of Trustees, the Minister and staff to promote and develop leader ship within Second Unitarian Church. It shall also be the duty of the committee to nominate a candidate or candidates for the offices to be filled at the next annual meeting. The  committee shall consist of five members. Three members of the committee shall be elected  by the congregation. Upon adoption of this amendment, the congregation shall elect one  member to the committee for a three-year term, one member for a two-year term, and one  member for a one-year term. Thereafter, these committee members shall be nominated by  the committee and elected to three-year terms by the congregation. The remaining two  members of the committee shall be appointed by the Board of Trustees for alternating two year terms. Vacancies occurring during the term of a member will be filled by appointment  by the Board of Trustees. 

Section 2. Nominations. Nominations for Trustees, for the Nominating Committee, the  Endowment Fund Committee and for a Search Committee when required shall be made  by the sitting Nominating Committee prior to the Annual or special meeting at which elections will be held. Nominations may be made from the floor immediately prior to the  election. Nominations shall be made only with the consent of the person nominated. 

Section 3. Notification. The names of persons nominated under Section 2 of this Article  shall be published at least twenty (20) days in advance of the meeting where elections will be held. 

Section 4. Election. Election shall be by ballot, except that if there be only one nominee  for an office, or if the number of nominees for an office is equal to the number of identical  offices to be filled, then the elections for that office may, at the Chair’s discretion, be by  voice vote. For the number of offices to be filled, the same number of persons receiving  the highest number of votes shall be declared elected. In case of a tie which requires a new  ballot, only the nominees involved in the tie shall be included in the tie-breaking ballot. 

ARTICLE XI: AMENDMENT OF BYLAWS 

Section 1. Amendments. These bylaws may be amended at any business meeting of the  Church by a two-thirds vote, provided that notice for such meeting states intention to  amend the bylaws and includes a copy of any proposed amendment. 

Adoption and Amendment Summary: 

Constitution Adopted January 1937 

Constitution Renamed Bylaws May 1971 

Bylaws Amended May 1975 

Bylaws Revised April 1978 

Bylaws Amended May 1979 

Bylaws Amended May 1983 

Bylaws Amended May 1985 

Bylaws Amended May 1987 

Bylaws Amended May 1989 

Bylaws Amended January 1999 

Bylaws Amended May 2001 

Bylaws Amended May 2002 

Bylaws Amended January 2004 

Bylaws Amended May 2012 

Bylaws Amended May 2013 

Bylaws Amended May 2014 

Bylaws Amended May 2016 

Bylaws Amended January 2020 

Bylaws Amended June 2022