Confessing Your Faith - March 13, 2005

Channing Memorial Church

By-laws as Approved September 1997

With Revisions Approved May 2006

1. The legal name of this Church, which was incorporated in the year 1836, shall be Channing Memorial Church of Newport, Rhode Island. (First incorporated as “The Unitarian Congregation Church in Newport”)

2. The purpose of this Church shall be as set forth in the “Covenant” adopted May 2, 1885, as follows:

3. This Congregation affirms and promotes the full participation of persons in all our activities and endeavors, including membership, programming, hiring practices, and the calling of religious professionals, without regard to race, color, gender, physical or mental challenge, sexual or affectional orientation, age, class, or national origin, and without requiring adherence to any particular interpretation of religion.

1. Qualifications. All persons who are fourteen (14) years of age or older and are actively interested in the purpose of this Church may become members by signing the membership book, witnessed by the President, Minister, or the chairperson of the Membership Committee. The Church shall provide each prospective member with a copy of the By-Laws and written information about the Church and denomination.

2. Duties. Members shall support the Church financially and / or shall give their time to promote the Church’s programs. The Membership Committee shall review the membership list annually and shall recommend to placement on the inactive list members who did not fulfill membership duties during the preceding twelve (12) months. This recommendation shall be made at the Governing Board meeting two (2) months prior to the month in which the Annual Meeting will be held. The Membership Committee shall mail to the member’s address of record notification of this intended recommendation at least fourteen (14) days prior to that Governing Board meeting. On recommendation by the Membership Committee, the Governing Board may place a member on the inactive list. The Governing Board may reinstate members to voting membership upon request of the member at any regular meeting.

3. Rights. Active members who are eighteen (18) years of age or older and who have signed the membership book at least thirty (30) days prior to a general or special meeting of the Church, shall have the right to vote at all meetings and be eligible for election to any position. Inactive members shall have no vote and shall be ineligible for election to any office or position on the Governing Board.

4. Every-member Canvass. A canvass of all members shall be conducted annually to solicit pledges of money and-or time, and to elicit the Congregation’s feelings about current concerns within the Church, and to update records of vital statistics.

5. Resignation / Termination. Any member may terminate membership or may request the transfer of membership to another Church upon written request to the President, the Minister or Chairperson of the Membership Committee. The Governing Board may terminate anyone on the inactive list for twelve months with no indication from that person that s/he plans to resume active membership.

1. Annual Meeting. The annual meeting of this Church shall be held during the month of May, or at such time and place as fixed by the Governing Board. Notice of the annual meeting shall be given in the issue of the Church newsletter immediately preceding the meeting and by announcement of the two Sunday worship services next preceding the meeting.

2. Special Meetings. Special meetings of the Church may be called by the Governing Board, or shall be called by them upon written request of seven (7) voting members. Special meetings shall be warned by the Clerk at least eight (8) days before the holding of said meeting, and the Governing Board shall cause a copy of the warrant of the meeting to be mailed to all active members.

3. Quorum. At all annual and special meetings of the Church, a quorum shall consist of twenty-four (24) voting members. Once begun, the meeting may continue and the members may act on all warranted business until adjournment.

ARTICLE IV OFFICERS, PERMANENT COMMITTEES, GOVERNING BOARD AND NOMINATING COMMITTEE

1. Officers. The Officers of this Church shall be: President, Vice-President, Clerk, Treasurer, and Financial Secretary. Each shall take office on July 1 of the year in which elected and shall serve for a period of one year or until succeeded. No Officer may be elected to more than three (3) consecutive terms in any one office. The duties of the officers shall be as follows:

a. President. The President shall preside over all meetings of the Congregation and of the Governing Board; shall oversee the general activity of the Church, shall act as the lay spokesperson for the Church, and shall have the authority to act in the business affairs of the Church as delegated by the Governing Board. The President shall have authority to sign checks in the Treasurer’s absence. The President is an ex officio member of all committees except the Nominating Committee. The President shall serve as a non-voting member of the Governing Board for one (1) year after the expiration of his or her term.

b. Vice-President. The Vice-President shall preside in the absence of the President, shall undertake those duties of the President specifically delegated by the President; shall assume the position of President in the event of a vacancy in the office, shall chair the Every-Member Canvass; shall maintain and coordinate a calendar of Church events; and shall undertake such other duties as are delegated by the Governing Board.

c. Clerk. The Clerk shall keep an accurate record of all meetings of the Church and of the Governing Board; shall keep a record of all births, baptisms, christenings, weddings and funerals, and of all other religious ceremonies of Church members and others; shall be responsible for the record of Church members, shall maintain a current official copy of the By-laws; shall write the Warrant for each Church meeting and see that the membership is notified of each meeting in accordance with Article III, Section 2; shall promptly notify all members of their election to an office and distribute a copy of these By-laws as necessary; shall transmit credentials and certifications as required for participation in denominational and other activities; shall conduct all official communications of the Church; and shall keep the Seal of the Church.

d. Treasurer. The Treasurer shall be the chief financial officer of the Church; approve all expenditures in accordance with the authorization of the Annual Budget or, in the case of non-budgeted expenditures, the authorization of the Governing Board; make monthly financial reports to the Governing Board and the Finance Committee; make a comprehensive report of the financial condition of the Church at the Annual Meeting; and be a member of the Finance Committee.

e. Assistant Treasurer. The Assistant Treasurer shall prepare and record all checks; maintaininvoice and expense records; and perform any other duties delegated by the Treasurer.

f. Financial Secretary. The Financial Secretary shall receive, deposit, and record all Church monies; make monthly deposit reports to the Governing Board, the Finance Committee, and the Treasurer; assist the Vice-President with the Annual Every-Member Canvass; assure the confidentiality of individual pledges; make quarterly statements to members of their pledge payments; and keep attendance records for Church services.

2. Permanent Committees. The Permanent Committees shall be: The Program Committee, the Membership Committee, the FinanceCommittee, and the Fellowship Committee. The chairperson of each committee shall be elected at the Annual Meeting, shall become a member of the Governing Board, and shall serve a term of one year beginning on July 1 of the year in which elected until s/he is succeeded. No member may be elected to more than six (6) consecutive terms as a chairperson. Members of each committee shall be appointed by the chairperson of that committee. The duties of the Permanent Committees shall be as follows:

a. Program Committee. The Program Committee shall assist the Minister in the religious affairs of the Church, and shall conduct the social action affairs of the Church. Their areas of responsibility shall include but not be limited to, programs on social issues and public affairs, programs to benefit the local community, worship programs, in consultation with the Minister, music programs, including selection of an organist and / or choir director, denomination affairs, and public relations within the Church and community, including publication of a newsletter.

b. Religious Education Committee. The Religious Education Committee shall function as the education advocate for the Church. Their areas of responsibility shall include but not be limited to adult / youth religious education and activities.

c. Membership Committee. The Membership Committee shall provide for the maintenance and growth of the Congregation, and the support of the Church. Their areas of responsibility shall include but not be limited to conducting special events for non-members to introduce the Church, providing information about the Church and Denomination to members and potential members, providing ushers and greeters for worship services, providing transportation to worship services and other Church activities, maintaining contact with sick and shut-in members, supporting the Vice-President and the Financial Secretary in conducting the Annual Every-Member Canvass, and conducting fund raising activities (See Article II, Membership.)

d. Finance Committee. The Finance Committee shall provide for oversight of the financial affairs of the Church; prepare and present the annual budget and a five year financial plan to both the Governing Board and the Annual Meeting; recommend investment and financial policies and procedures to the Governing Board; annually check the Church’s credit rating; and conduct periodic audits of all Church accounts and monies.

e. Property Committee. The Property Committee shall provide for the operation of Church properties. Their duties shall include, but not be limited to, routine inspection and maintenance of properties and management of rental properties.

f. Fellowship Committee. The Fellowship Committee shall provide for social functions and entertainment events for the Congregation. Their areas of responsibility shall include but not be limited to promoting fellowship and a sense of community within the Congregation and among specific segments of the Congregation as appropriate.

3. Organization of Committees. The Permanent Committees shall establish and review annually the policies and procedures necessary to carry out their duties, and they shall submit a report of this review to the Governing Board at its September meeting each year. The Permanent Committees shall organize and delegate specific duties to sub-committees as necessary to carry out their specific responsibilities. The Chairperson of each Permanent Committee shall be responsible for over-seeing the functions of that committee as designated in Article IV, Section 2. The Permanent Committees shall carry out their duties and responsibilities within the fiscal limits established by the Annual Budget.

4. Governing Board. The Governing Board shall consist of the President, the Vice-President, the Clerk, the Treasurer, the Financial Secretary, the immediate past President, the Chairperson of each permanent committee, and two (2) Trustees. One trustee shall be elected each year and shall take office on July 1 of the year in which elected and shall serve for a period of two (2) years or until succeeded. Trustees shall be elected to no more than three (3) consecutive terms in this capacity. The duties of the two (2) Trustees shall be to assist the chairperson of each of the permanent committees on a rotating basis.

5. Nominating Committee. The Nominating Committee shall consist of four (4) persons, two of whom shall be nominated by the Governing Board, and two of whom shall be nominated by the Nominating Committee. The Committee shall nominate an active member of the Church to each elected office and to each Governing Board position whose term is expiring. The Committee shall submit its report in writing to the Governing Board in sufficient time for inclusion in the warrant for the Annual Meeting. The Nominating Committee shall serve a term commencing on the first day of September, and concluding one month, it shall assist the Permanent Committee Chairpersons in recruiting Subcommittee Chairpersons.

6. Elections. Elections of Officers, Permanent Committee Chairpersons and the Member-at-large of the Governing Board shall be by vote of the voting members present during the Annual Meeting. Nominations for these positions may also be made from the floor during the Annual Meeting. The procedure for conducting the election shall be determined after the close of nominations and before the election takes place. Each person nominated must be a voting member of the Church. Election shall be by secret ballot whenever two or more persons are nominated to the same position. The Nomination Committee shall supervise the elections.

7. Absentee Voting. Absentee voting shall be permitted only in election of the Governing Board, selection or termination of a minister, or amendment of the By-Laws. It shall be allowed only if the voting member will be absent on Church related business or is hospitalized or otherwise shut in. Votes must be received by the Clerk in to be counted at the meeting. The Governing Board shall establish and publish in the warrant the procedure for absentee voting.

8. Initial Election of Members-at-Large. Other provisions of these Bylaws notwithstanding, at the Annual Meeting, following the adoption of these Bylaws, there shall be elected three Members-at-Large to serve on the Governing Board, one for a term of one (1) year, one for two (2) years and one for three (3) years. Their successors shall be elected for a term of three years.

9. Vacancies. The Governing Board may appoint a voting member of the Church to fill any vacancy in the positions of Permanent Committee Chairperson, Member-at-Large, Vice-President, Clerk, Treasurer or Financial Secretary. Appointees shall serve only until the next Annual Meeting. If a vacancy occurs during the period between the Annual Meeting and the first day of July, the person elected to the position shall assume office at that time. Other provisions of these Bylaws notwithstanding, when more than one Trustee is to be elected as a result of a vacancy, the nomination shall be for a specific term.

1. Whenever a vacancy shall occur in the ministry of the Church, the Governing Board shall nominate a Ministerial Search Committee of seven (7) voting members representative of the Congregation. The Congregation shall elect the Ministerial Search Committee at any warranted meeting, and shall charge the Committee as necessary. The Ministerial Search Committee, in consultation with the Department of Ministerial and Congregational Services (or its successor) of the Unitarian Universalist Association shall nominate a suitable candidate for the position. The Ministerial Search Committee shall, in cooperation with the FinanceCommittee and the Governing Board, negotiate a proposed contract with the candidate and shall present the candidate and the proposed contract to the Congregation.

2. A minister may be settled in the Church by a two-thirds vote of the voting members voting at any Annual or special meeting of the Church. At the time a minister is called to the Church, the Congregation shall approve the ministerial expenses for the balance of the fiscal year, and the written contract with the minister.

3. A decision to discontinue the services of a minister must be on the warrant for a special or annual meeting. The decision to discontinue the services of a minister must be made by a two-thirds vote of the voting members voting. If the Minister resigns, s/he shall address said resignation to the Governing Board. Whether terminated or resigning, the Minister’s term of service shall be considered to expire three months after notification of such decision.

4. The Minister shall be responsible for the conduct of all religious services with the cooperation of such committees as shall be appointed by the Governing Board. The Program Committee shall be responsible for planning and presenting Church Services during the period that the Church does not have a settled Minister.

5. The Minister shall be automatically a non-voting member, ex officio, of all Congregational committees, boards and commissions, excluding a ministerial search committee and the Nominating Committee. The Minister may be requested by the Presiding Officer to leave any meeting at which his / her conditions of employment will be discussed. Results of the portion of the meeting will be shared with the Minister by the Presiding Officer.

These Bylaws may be amended at any regular or special meeting of the Congregation by a two-thirds vote of voting members present, provided that the proposed amendment has been submitted in writing to the Governing Board so that the proposed amendment is published in the Warrant to the Congregation prior to the Meeting.

The rules contained in the current edition of Robert’s Rules of Order shall govern the Congregation 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 Congregation may adopt. A parliamentarian may be appointed by the presiding officer of each meeting, whose function shall be to interpret the rules and Bylaws.

In the event that this Church decides to dissolve the Corporation, such dissolution shall be in accordance with the applicable sections of Rhode Island General Laws. At that time, assets of the Church will be transferred to the Unitarian Universalist Association for its general purpose.

1. Purpose. The Endowment Fund was established to provide annual income to enhance Church programs and assist in maintaining Church property.

2. Investment. The Endowment Fund shall be invested for conservative growth by a three member Endowment Fund Committee. The members of this Committee shall be active Church members elected at a regular or special meeting of the Congregation for overlapping three year terms. Vacancies shall be filled in the same manner for the remainder of that term. Committee members shall not serve consecutive terms. Church officers or chair of the FinanceCommittee shall not serve on the Endowment Fund Committee.

3. Gifts. The Endowment Fund Committee shall be responsible for soliciting and accepting gifts and donations to the Endowment Fund.

Interest and dividends received from the investment of the Endowment Fund may be appropriated for programs and property maintenance as part of the Church budget.

Expenditure of the Endowment Fund principal, including capital gains, may be appropriated only at a regular or special meeting of the Congregation by two-thirds vote of the voting members present provided that the proposed expenditure is published in the Warrant of the Congregation prior to the meeting.

1. Financial Procedures Manual. Following consideration of recommendations of the Finance Committee, the Governing Board shall adopt and annually review a detailed Financial Procedure Manual, which shall govern all Church financial transactions.

2. Investment Policies. Following consideration of recommendations of the Finance Committee, the Governing Board shall adopt and annually review a comprehensive investment policy for all Church funds.

3. Expenditures. The Treasurer, the President, the Vice-President and the Clerk shall have the authority to sign Church expenditure checks. Two signatures shall be required for any checks in excess of an amount established in the Financial Procedure Manual.

1. Purpose. The Margit Baum Charitable Fund (MCBF) was established for the assistance, care and relief of poor and needy persons in the city of Newport.

2. Committee. A minimum of 3 / maximum of 6 member MBCF Committee shall be responsible for managing this fund. The members of this committee will be active Church members elected at a regular or special meeting of the Congregation for overlapping five-year terms. Vacancies shall be filled in the same manner for the remainder of that term.

3. Investments. The fund shall be invested separately as MCBF by the Endowment Committee upon review and approval of MCBF Committee.

4. Expenditures. The Treasurer shall disburse funds upon receipt of applications approved by the MBCF Committee and the Minister.