BY-LAWS OF

THE GREATER NASHVILLE UNITARIAN UNIVERSALIST CONGREGATION

February 23, 2014
Proposed Revisions November 2, 2014
ARTICLE I. NAME
The name of this religious Congregation shall be The Greater Nashville
Unitarian Universalist Congregation.
ARTICLE II. PURPOSE
Love is the spirit of this Congregation. We affirm and promote the inherent
worth and dignity of every person. We believe in a free and responsible
search for truth and meaning. We covenant to dwell together in peace, to
respect and embrace diversity, to help one another, and to serve the
community. The Congregation affirms and promotes the full participation of
all persons - without regard to race, color, gender , physical or mental
challenge, affectional or sexual orientation, gender identity, age, class, or
national origin - in all our activities and endeavors, including membership,
programming, hiring practices, and the calling of religious professionals.
ARTICLE III. DENOMINATIONAL AFFILIATION
This Congregation shall be a member of the Unitarian Universalist
Association (UUA) and of the Southeast District and Southern Region Thomas
Jefferson District. It is the intention of this Congregation to make annual
financial contributions equal to its full share as determined by the
Association and the District.
ARTICLE IV. MEMBERSHIP and VOTING
A. Members. Any person becomes a member of this Congregation by
signing its membership book and pledging time and financial support
as an indication of sympathy with its purpose. Membership is open to
all qualified persons 16 years of age or older without regard to race,
color, gender, physical or mental challenge, affectional or sexual
orientation, gender identity age, class, or national origin.
B. Voting. Any member can vote and hold Congregational office who is at
least 16 years of age, has been a member at least three months, and
has made a recorded financial contribution within the previous twelve
months.
C. Resignations. A member may resign by written notice to any member
of the board, or by announcement at any meeting of the board or
Congregation.

D. Removal from Membership Dropping Members. The Board of Directors

or the Membership Committee may from time to time 0inquire of any
member who has not actively participated in the life of the
Congregation for a period of one year or more whether that person
wishes to continue in membership. Failure to reply within sixty days to
such inquiry shall automatically result in dropping the individual from
membership. Any member dropped through this procedure shall be
eligible to rejoin the Congregation at any time. A member whose
actions the board determines to threaten the well-being of the
Congregation may be removed from membership by a two thirds vote
of the board. A members opinions on any matter or civil expressions
of those opinions shall not be grounds for removal
E. Friends. Any person may become a friend of this Congregation by
pledging time and financial support as an indication of sympathy with
its purpose. A friend cannot vote or be elected to the Board of
Directors, but serve on committees and may participate in all other
activities.
ARTICLE V. MEETINGS OF THE CONGREGATION
A. Management of meeting. The President shall preside at all meetings of
the Congregation. If the President is not present, the Vice-President
shall preside. In the absence of both President and Vice-President, all
voting members present shall select any Board member who is
present, except the Minister, to preside at the meeting.
B. Annual business meeting. The annual business meeting of the
Congregation shall be held in May of each year, at such time and place
as shall be fixed by the Board. At the annual meeting the budget for
the coming year shall be presented and voted on, officers and directors
for the next year shall be elected, annual reports shall be made (or
waived by majority vote), and any other properly called and noticed
business may be transacted. A quorum, which includes any proxies or
absentee ballots, shall be 30% 20% of the eligible voting members.
C. Special business meetings. Special business meetings may be called
by the Board or 20% of the voting members of the Congregation. A
quorum, which includes any proxies or absentee ballots, shall be 30%
20% of the eligible voting members.
D. Meetings on dismissal of the minister. A meeting to consider the
dismissal of the minister must be called by 20% of the members
eligible to vote at the time the call is presented to the board. The
question of dismissal of a minister must be considered at a meeting

E.

F.

G.

H.

called only for that purpose. A quorum, which includes any proxies or
absentee ballots, for such a meeting shall be 40% of the eligible voting
members.
Notice of all meetings. The board shall give notice of and hold any
properly called meeting. The business to be transacted at all meetings
shall be set forth in the notice of the meeting that shall be mailed or
emailed to all members at least fifteen days in advance of the meeting.
Any member may waive this notice requirement for herself or himself.
Vote requirements. A majority of all votes cast, including those voting
by absentee or by proxy, at a Congregational meeting shall decide any
question, except a vote to amend the by-laws as provided in Article XII,
and except a vote to select a minister as provided in Article VII.
Absentee and Proxy Voting. Absentee and proxy voting shall be
permitted at all regular and special meetings of the Congregation.
a. Proxy voting. Proxy voting shall mean that a voting member of
the Congregation can cast one or more votes on behalf of any
other voting member of the Congregation pursuant to signed
written authority from the voting member on whose behalf the
vote is cast. No proxy shall be effective for more than one
meeting of the Congregation. The Board shall prescribe a form
for granting authority to cast a proxy vote. No member shall cast
more than three proxy votes.
b. Absentee voting. Absentee voting shall mean that a voting
member may cast a vote in writing in advance of a vote taken at
any meeting of the Congregation. The counting of absentee
ballots shall occur at the time the ballots cast at the meeting of
the Congregation are counted. The Board shall prescribe a form
for absentee voting.
Parliamentary Procedure. In situations not specifically governed by
these by-laws, the most recently revised edition of The Standard Code
of Parliamentary Procedure, by Alice Sturgis, shall govern all meetings.

ARTICLE VI. BOARD OF DIRECTORS

A. Composition. The Board of Directors shall consist of five Directors-atLarge, the President, the Vice-President, the Secretary, the Treasurer,
the Minister. The Minister shall be a non-voting member of the Board.
Any board member may appoint a voting member of the congregation
to serve as the board members proxy.
a. Officers. Officers must be voting members of the Congregation.
i. The President is the Executive Officer of the Congregation.

The President shall be responsible for the agenda for each

Board meeting and shall preside over all meetings of the
Congregation.
ii. The Vice-President shall advise and assist the President,
shall coordinate the activities of the standing committees, and
shall perform the duties of the President at any time at which
the President is absent or unable to manage the affairs of the
Congregation.
iii. The Secretary shall be responsible for all record keeping
and correspondence for the Board Congregation.
iv. The Treasurer, as the Chief Financial Officer of the
Congregation, shall have charge and custody of, and be
responsible for, all funds and securities of the Congregation.
The Treasurers signature shall be required for all
disbursements of funds of the Congregation in excess of an
amount to be set in the policy manual $100.00. For all
disbursements of funds of the Congregation in excess of an
amount to be set in the policy manual. $500.00, the
signature of the Treasurer and one other Officer shall be
required, except for the following routine, Board-approved
expenditures: (1) mortgage, insurance, and utilities payments
for the church building and grounds; (2) membership dues or
contributions for UUA and Social Action; (3) payments for the
ministers compensation package, including salary, housing
allowance, medical, pension, professional expenses, and
similar expenses. The Treasurer shall keep the Assistant
Treasurer informed of the financial affairs of the Congregation
so that the Assistant Treasurer can access records and
substitute for the Treasurer as necessary. (cf. Article IX., A., 3.)
b. Directors-at-Large. Directors must be voting members of the
Congregation.
B. Responsibilities.
a. General duties and authority. The duties of the Board on behalf of
the membership shall include the general custody of the
property of the Congregation and the conduct of all business and
financial affairs of the Congregation. The Board shall have the
authority to enter into contracts, to engage or delegate the
engagement of all employees except the minister, to appoint
temporary committees in connection with its responsibilities, to
maintain an active membership list, to coordinate the use and

rental of the building by non-Unitarian groups, and to maintain

communication between the Board and the Committees of the
Congregation. Through policy-writing, delegation, and monitoring
outcomes, the Board shall provide direction to the Minister and
the units of the Congregation for carrying out the programs of
the Congregation, including--but not limited to--pastoral care,
religious education, social action, and worship. The Board shall
apply the mission statement and represent the views of the
Congregation in carrying out the business of the Congregation.
b. Limits to power. The Board shall have no power to call, settle, or
remove a Minister or to fix the minister's salary. It may not
mortgage, buy, or sell real property without consent of a twothirds majority vote of those voting at a meeting of the
Congregation.
c. Signing of legal documents. The President and the Vice-President
shall sign all legal documents on behalf of the Congregation.
d. Borrowing funds. The Board may borrow no more than ten five
percent of the annual Congregation budget without consent of a
two-thirds vote at a meeting of the Congregation.
Congregational approval. The Board may not purchase real
property without the approval of the Congregation.
e. Budget and Agendas. The Board shall be responsible for the
agenda of the annual meeting, and shall present a budget for
approval.
C. Meetings of the Board.
a. Regular meetings of the Board. The Board shall meet at least
quarterly. More than half of the voting members of the Board
constitute a quorum. Board meetings shall be conducted
according to the latest edition of The Standard Code of
Parliamentary Procedure by Alice Sturgis, unless the board elects
to adopt another set of procedural rules. A member of the Board
shall not vote abstain from voting on any question on which that
member has a conflict of interest.
b. Special meetings of the Board. Special meetings of the Board
may be called by the President or by a petition signed by three
members of the Board. Notice of a specially called Board meeting
should appear if possible in either the order of service or the
newsletter if possible, and must be given to all board members
no fewer than three business days before the meeting.
c. Minutes. Minutes of any meeting of the Board shall be available

D.

E.

F.

G.

by the second Sunday after each meeting.

Elections. Elections shall be held at the annual meeting. The President,
Vice-president, Secretary, and Treasurer shall have one-year terms;
directors shall have two-year terms., except for those elected at the
first meeting of the Congregation. Three directors elected at the first
annual meeting shall be elected for one-year terms, four directors
elected at the first annual meeting shall be elected for two-year terms.
At the second annual meeting, the three director positions first filled as
one-year positions shall be filled as two-year positions, and thereafter
as the terms of the directors expire, all terms will be filled as two year
terms
Term Limits. A person shall be limited to four consecutive years of
service in any one officer or director-at-large position. Should a person
be elected to a different position officer of director-at-large position, he
or she they shall again be eligible to serve not more than four
consecutive years in that position. After one year as neither an officer
or director-at-large, a person is again eligible to serve in any officer or
to director-at-large position.
Removal. If a Board member fails to attend three consecutive board
meetings, the Board shall may vote on whether that person shall be
removed as a Board member. Any board member who does not carry
out his or her duties or responsibilities or whose actions threaten the
well-being of the congregation may, at the Boards discretion, be
removed from their position by a two-thirds vote of the Board.
Decisions of the board in regards to the removal of any person in an
elected position may be overturned by a two-thirds vote of the
Congregation.
Vacancies. In case of a vacancy by resignation or removal of a board
officer or director, the Board shall appoint an interim member to serve
until the next meeting of the Congregation.

ARTICLE VII. THE MINISTER

A. Role. The Minister shall conduct worship within this Congregation and
shall care for the Congregation's spiritual interests and affairs. The
Minister shall have freedom of the pulpit as well as freedom to express
his or her opinion outside the pulpit. The Minister shall serve the
broader ministry as it shall be defined by the express will of the
Congregation, in whatever capacities her or his time, professional
talents and free conscience shall permit. She or he shall serve as a
religious leader with a pulpit; as an educator; as a counselor; as an

B.

C.

D.

E.

F.

administrator; and as an agent of social change. This service shall be

designed to provide leadership for the Congregation to produce
effective teamwork toward the common goals of the broader ministry.
Job Description and Evaluation. The minister's contract shall have a job
description that clearly sets out responsibilities and assignments. This
job description shall be approved by the Board of Directors. The
minister shall be entitled to a yearly written evaluation of his or her
performance by the Board of Directors.
Selection of a Settled Minister. The Board Nominating Committee shall
name at least six voting members of the Congregation as candidates
for a Ministerial Search Committee (MSC), and solicit volunteers to
serve on the committee. The Congregation shall vote on the members
of the MSC at a specially called Congregational meeting. The MSC shall
pattern its search process upon the search process recommended by
the Unitarian Universalist Association. The candidate nominated by the
MSC shall be called elected to an indefinite term by a vote of at least
2/3 of the voting members of the Congregation present at the meeting
at which the candidate is considered. This meeting may be, but need
not be, one called specially for the sole purpose of voting on the
question of selecting a minister.
Dismissal of a Settled Minister. A meeting to consider the dismissal of a
Settled Minister must be called by at least 20% of the members eligible
to vote at the time the call is presented to the board in writing. The
minister may be dismissed by a majority of the voting members of the
Congregation present at a meeting that must be called solely for that
purpose. A quorum for such a meeting is 40% of the voting members
of the Congregation.
Selection and Dismissal of a Hired Minister. A Hired Minister is a
Minister that is hired by the Board, not called by the Congregation.
Hired Ministers include but are not limited to Interim, Consulting,
Assistant and Developmental Ministers. The Board shall make all
decisions regarding the selection or dismissal of a Hired Minister by a
two-thirds vote.
Resignation. The minister shall give at least three months notice of
resignation. This requirement may be waived by the Board.

ARTICLE VIII. CONGREGATION COMMITTEES

A. Purpose. The Congregation Committees carry out the programs of the
Congregation.
B. Membership. Any person who regularly attends the meetings of a

committee of the Congregation Council shall be considered a member

of that committee. Members of a Congregation Committee may serve
indefinitely.
C. Chairpersons. Each year, following the Annual Congregational Meeting
and before July 1 each committee shall elect a chairperson from among
the voting members of the congregation serving on the committee.
The chairperson of a Congregation Committee shall be elected to a one
year term and may serve no more than two consecutive terms without
Board approval. If a chairperson is unable to serve a full term, the
committee shall elect a new chairperson to serve the remainder of the
term.
D. Review. At least annually, the Board of Directors shall review the
standing Congregational Committees listed below and establish or
dissolve committees as needed. If a group of members wishes to form
a new standing Congregation Committee, it shall propose an
amendment to the by-laws to add the committee to article VIII,
Congregation Committees.
E. Committees.
a. Adult Religious Education. Organizes lectures, seminars, guest
speakers, and discussion groups on religious, ethical, personal
growth and other topics.
b. Buildings and Grounds. Supervises the repair and maintenance of
the Congregations physical facilities and grounds, and develops
plans for short- and long-term maintenance and, in coordination
with the Long Range Planning Committee, plans for development
an upgrading of facilities. The Aesthetics Sub-Committee
provides advice in the Committees consideration of the overall
aesthetics and visual plan of the church.
c. Caring. Responsible for coordination of help for Congregation
members and friends facing difficult life situations such as
illness, hospitalization, medical transportation, and other short
term emergencies.
d. Denominational Affairs. Serves as the lay-led liaison of the
Congregation with the Unitarian Universalist Association and with
the District. Makes the Congregation aware of activities and
opportunities for participation in programs and conferences
sponsored by the Association and the District.
e. Fellowship. Responsible for most social functions of the
Congregation, such as after-service refreshments, pot-luck
suppers, and the annual Retreat.

f. Fund Raising. Organizes and stages special fund-raising projects

during the year and coordinates all individual and group special
fund-raising projects.
g. Membership. Organizes the greeting of visitors at Sunday
services, including the providing of information about Unitarian
Universalism and the Congregation; prepares new-member
packets, arranges new-member recognition Sundays, organizes
receptions for new members and assists in integrating them into
the Congregation community; including the responsibility of new
members to support the church financially; provides the Finance
Committee provides the Finance Committee with a list of names,
addresses and telephone numbers of new members as soon as
possible after they join; and convenes special programs for
newcomers to encourage the growth of Congregation
membership.
h. Music. In close coordination with the Worship Committee,
explores musical choices, new and innovative music, seeking
enriching performances by Congregational members and others;
guides and supports the Music Director; and, in close
coordination with the Adult Religious Education Committee,
arranges special musical events. The Music Director arranges for
enriching the Sunday services with high quality music; selects
and schedules appropriate music for Sunday services; uses choir,
vocal solos and other groups, and special instrumental pieces to
support the theme of the service, in coordination with the
Worship Committee; and serves as an ex officio member of the
Music Committee.
i. Religious Education. Provides our children and youth with the
information, resources, and opportunities for experiences
necessary to make well-informed personal faith decisions as they
mature; has general responsibility for the organization, the
curricula, the standards and objectives of the religious education
programs; develops program policies; coordinates the selection
and support of the volunteer teaching staff; and administers that
portion of the Congregation budget allotted to religious
education so as to carry out a program of liberal religious
education, subject to the control of the Board of Directors.
j. Social Action. Coordinates the various ways in which the
Congregation reaches out to serve the local, national, and
international communities. Examples include Second Harvest

Food Bank, Unitarian Universalist Service Committee, Tying

Nashville Together, and other projects.
k. Worship. Together with the Minister, plans and coordinates
worship services.
ARTICLE VIII IX. BOARD OF DIRECTORS COMMITTEES
A. Purpose. Appointment Board Committees are appointed by
the President of the Congregation with the advice and consent
of the Board of Directors.
B. Membership. Unless otherwise specified below, members of Board
Committees shall serve two-year terms and shall not serve more than
two consecutive terms.
C. Chairpersons. Unless otherwise specified below, members of Board
Committees shall elect their chair from the voting members of the
congregation among their number.
D. Review. At least annually, the Board of Directors shall review the
standing Board Committees listed below and establish or dissolve
committees as needed.
E. Committees.
Finance. Committee
a. Duties. Oversees the financial management of the
Congregation and its resources; prepares, coordinates, and
recommends financial policy to the board; prepares the
budget; conducts the Congregation canvass: its planning,
development, and follow-through to completion; and
oversees all other fund-raising.
b. Composition. The committee shall be composed of at least
four members, two of whose terms shall end in even
numbered years and two of whose terms shall end in oddnumbered years, plus the Treasurer and Assistant Treasurer
ex officio.
c. Assistant Treasurer. The President shall appoint an
Assistant Treasurer, with the person appointed being
subject to approval by the Board of Directors. The Assistant
Treasurer shall be responsible to the Treasurer, shall work
with the Treasurer to the extent necessary to ensure that
he/she has a working understanding of the financial
condition and operations of the Congregation, and shall
assist the Treasurer as needed. In the event that the
President or the Treasurer determines that the Treasurer

a.
b.

c.

e.

f.

has become temporarily unable to perform his/her duties,

the Assistant Treasurer shall assume all the responsibilities
of the Treasurer until such time as the Treasurer is able to
resume those responsibilities, except as follows: During
any time that the Assistant Treasurer is serving in the
capacity of Treasurer, (A) the Assistant Treasurer shall
attend meetings of the Board of Directors, but shall not
serve as a voting member of the Board (unless he/she has
been independently elected to so serve); and (B) the
signature of an Officer, in addition to that of the Assistant
Treasurer, shall be required for all disbursements of funds
of the Congregation in excess of an amount set in the
policy manual $100.00.
Nominating.
i. Duties. Develops a slate of nominees to fill such vacancies in
the ranks of the officers of the Congregation and of the Board of
Directors as shall be open at the time of the Congregational
meeting. Nominations should be made from among those most
qualified through formal training and experience to perform the
responsibilities of their specific office, and should be consistent
with established policies, and the principle of formal progression
in the development of Congregation leadership.
ii. Composition. The nominating committee shall consist of these
members: a. The immediate past president, who shall serve until
replaced as immediate past president. b. AFour members, two
appointed in even-numbered years and two appointed in oddnumbered years, who are not members of the Board of Directors
when appointed
d. Personnel.
i. Duties. Monitors the working relationships and conditions of
staff other than the Minister and Director of Religious Education,
in coordination with the Minister and the Congregation
Administrator; serves as an appeal body for grievance hearings
for non-professional Congregation staff; and periodically and at
the request of the Board, reviews and recommends actions or
modifications regarding the review ratings, work hours,
compensation, benefits, goal setting, conflict resolution, training,
and dismissals of non-professional staff.
ii. Composition. The committee shall be composed of three
members, two of whose terms shall end in even-numbered years

and one of whose terms shall end in odd-numbered years.

g. Committee on Ministry.
h. i. Duties. Serves as a support group for the Minister and aids the
Minister in carrying on an effective ministry by being available
for counsel; serves as a communication channel between the
Minister and the Congregation; works to strengthen and improve
relationships between the Minister and the Congregation and to
encourage direct communication about problems and concerns
between the Minister and any members of the Congregation;
interprets for the Congregation the nature and scope of the role
of the Minister and realistic priorities for the Minister and
members; conducts an annual review of ministerialCongregational relations; monitors working relationships and
working conditions of the Minister; aids in the ministry by the
Congregation at large; submits an annual review of the Minister's
performance in relation to goals; submits an annual
compensation recommendation to the Board of Directors after
consulting with the Minister; works with the Minister on
professional development plans and advocates such plans and
appropriate funding to the Board of Directors and to the
Congregation, and reviews and recommends actions regarding
the work hours, compensation, benefits, goal setting, conflict
resolution, training, and dismissal of the Minister. The committee
should meet monthly. They should not hold a meeting without
the Minister if they have not first advised the Minister and should
meet with the Minister as soon as possible thereafter to share
with the Minister the substance of any meeting held without the
Minister.
i. ii. Composition. The committee shall be composed of five
members, three of whose terms shall end in even numbered
years. In addition to these five members, one youth liaison shall
be appointed on an annual basis. To fill vacancies, the Minister
shall submit names of possible committee members to the Board
of Directors for approval and appointment.
j. Director of Religious Education Relations.
k. i. Duties. Monitors the working conditions and working
relationships of the Director of Religious Education; and
periodically or at the request of the Board or the Religious
Education Committee, reviews and recommends actions or
modifications regarding the review ratings, work hours,

l.

n.

o.

q.

r.

compensation, benefits, goal setting, conflict resolution, training,

and dismissals of Director of Religious Education.
ii. Composition. The committee shall be composed of three
members, one of whose terms shall end in even-numbered years
and two of whose terms shall end in odd-numbered years.
m. Long Range Planning.
i. Duties. Develops and maintains strategic and long-range plans
for the Congregation; and recommends to the Board ways of
effectively meeting the needs of the Congregation in the future.
Areas of responsibility include the expansion of physical facilities,
programs, and outreach.
ii. Composition. The committee shall be composed of seven
members, four of whose terms shall end in even-numbered years
and three of whose terms shall end in odd-numbered years.
p. Training and Development.
i. Duties. Periodically reviews and assesses Congregation-wide
progress about training and development of ministers, board
members, officers, committee chairs, and staff; and recommends
specific actions, when appropriate, to the Board. Due to the
importance of the training and development of Congregation
leadership, committee membership should include individuals
with formal organizational development and management
education and experience.
ii. Composition. The committee shall be composed of seven
members, four of whose terms shall end in even-numbered years
and three of whose terms shall end in odd-numbered years.

ARTICLE X. AFFILIATED GROUPS

A. General. Voluntary organizations that are largely composed of
Congregation members and friends, and that support the same values
as the Congregation, may be recognized as affiliated groups.
B. Definition. Affiliated groups shall meet these criteria:
a. Each affiliated group must be recognized by the Board of
Directors.
b. Each affiliated group shall direct its own programs and functions.
c. Each affiliated group shall be responsible for its own finances,
including fund raising and the cost of its activities. The affiliated
group shall pay for direct expenses incurred on its behalf, and at
its request, by the Congregation.

d. Each affiliated group shall appoint a representative to the

Congregation to provide information and communication on the
activities and programs of the group.
C. Board Liaison. The Board of Directors may appoint a liaison to the
affiliated group for purposes of information and communication.
D. Withdrawal of Recognition. Recognition of an affiliated group
may be withdrawn by a 2/3 vote of the Board of Directors.
ARTICLE IX XI. FISCAL YEAR
The fiscal year shall end on June 30th of each year.
ARTICLE X XII. AMENDMENTS
The by-laws may be amended by a 2/3 vote at any meeting called for such a
purpose pursuant to Article V. The notice mailed or emailed for any
amendments to the by-laws shall contain both the complete text of the
amendment proposed and the relevant present text without amendment.
ARTICLE XI XIII. DISSOLUTION
Should this Congregation cease to function and membership vote to disband,
dissolution shall be pursuant to the laws of the State of Tennessee. Any
assets remaining after all payments legally required shall be transferred to
the Unitarian Universalist Association for its general purposes.