Annual Meeting Agenda
First UU of Richmond Annual Meeting Agenda
Sunday, May 17, 2015
In accordance with our Bylaws:
The Annual Congregational Meeting shall be held for the following purposes: electing Officers, Directors, and elected members of the Leadership Development Committee and the Endowment and Investments Committee; receiving the written annual reports of the Officers, Minister(s), full-time staff, and appropriate entities of the Church; approving an annual budget for the ensuing fiscal year; and transacting any other business which might properly come before the Congregation.
Votes at Special and Annual Congregational Meetings must be cast in person; no proxy or absentee voting shall be permitted.
The quorum for Special and Annual Congregational Meetings shall be ten percent (10%) of the membership.
- Call to Order and Welcome
- Chalice Lighting and Opening Reading
- Approval of Agenda
- Approval of Minutes from last Annual Meeting (5/4/2014)
- Board and Officers’ reports
- Minister and staff reports
- Committee reports
- Development Issues
- Old Business
- New Business
- Proposed Bylaws change – election of at-large officers, etc.
- FY 2015-2016 Operating Budget
- Election of Officers
- Board Officers and Directors
- Leadership Development Committee
- Endowment and Investments Committee
- Committee on Mission
- Closing Reading
Proposed Changes to First UU Bylaws
The proposal modifies the structure of the Board of Directors by replacing three officers with three at-large members giving a membership of six at-large members (“Directors”) serving three-year staggered terms and three officers (President, Secretary, and Treasurer) serving one-year terms. (The current provision of having the immediate past president serve for one year as a voting Board member is retained. In those years the Board will have four officers.) In addition the proposal updates the duties of the Treasurer to reflect the current governance procedures and replaces the Assistant Treasurer on the Endowment and Investments Committee with a Board-designated representative. The current positions of 1st Vice President, 2nd Vice President, and Assistant Treasurer are deleted. To allow for an at-large member to serve two terms, the limit of consecutive years of service on the Board is extended from five to six years.
The current Board structure provides little continuity from year to year as potentially only two of the nine members would continue. The two continuing would be at-large members. This proposal doubles the number of at-large members and hence has a minimum of four members continuing from one year to the next. Continuity is important as the Board often engages in initiatives that span multiple years. Having six members who are willing to commit for three years of Board service significantly strengthens the Board and reduces somewhat the annual search for new Board members.
The three officer positions being deleted have duties that are not required or may be handled in other ways. If any of the remaining three officers (President, Secretary, Treasurer) are temporarily unable to carry out his/her duties the Board will simply assign those duties to another Board member on a temporary basis. In all cases when an at-large or officer position becomes vacant the current process of filling the position will be continued, i.e. the Leadership Development Committee will recommend a replacement for the remainder of the current church year and the Board will elect the nominee by a formal vote. If a position becomes vacant and there are one or more years to serve after the current church year, a replacement for the remainder of the term will be selected at the Annual Meeting by the congregation.
Proposed Specific Changes to the Bylaws
Words to be deleted will be shown with cross-through font as in “The Assistant Treasurer serves on the Endowment and Investments Committee.” Additions will be in italics. We indicate the section and paragraphs that are affected by the proposal.
The following changes represent the formal proposal to the congregation and, if adopted at the 2015 Annual Meeting, will be in effect at the beginning of the 2016-2017 church year on July 1, 2016.
ARTICLE V: BOARD OF DIRECTORS
Section 1: Oversight of Church Affairs
A. The oversight of the affairs of this Church shall be vested in a Board of Directors (“Board”) consisting of seven (7) four (4) Officers (the President, the First Vice President, the Second Vice President, the Secretary, the Treasurer, the Assistant Treasurer, and the person who was President the previous fiscal year [Immediate Past President]); three (3) six (6) Directors; and non-voting ex officio members (the Senior Minister and such other persons as the Board may designate from time to time). Each Officer and Director shall be entitled to vote in all matters decided by the Board, except as limited elsewhere in these Bylaws. If the person who was President the previous fiscal year also holds another Board position, that person shall be entitled to only one (1) vote.
Section 4: Election of Directors
One (1) Director Two (2) Directors shall be elected at each Annual Meeting of the Church for a term of office of three (3) years. Interim vacancies shall be filled by election by the Board upon recommendation of the Leadership Development Committee, and persons so elected shall serve for the remainder of the fiscal year during which they are elected. Vacancies in unexpired terms of office, if any, shall be filled by election at each Annual Meeting of the Church.
Section 5: Terms of Office
Terms of office for Officers and Directors elected at Annual Meetings shall begin on the first day of the fiscal year immediately following their election. A Member may serve on the Board in any combination of capacities for a maximum of five (5) six (6) consecutive years, except that this provision shall not prevent the Immediate Past President from serving an additional year. A Member may serve as an Officer in any one elected position for a maximum of three (3) consecutive years. A Member who has served five (5) six (6) years on the Board may return after an absence of one (1) year.
ARTICLE VI: DUTIES AND RESPONSIBILITIES OF OFFICERS
Section 1: President
The President chairs all Congregational meetings and meetings of the Board of Directors and is the primary point of contact between the Board and the Congregation, the professional staff, and the public.
Section 2: First Vice President
The First Vice President will serve as the Board representative to the person(s) or entity(ies) charged with advising and assisting the Senior Minister regarding human resources policies and actions. The First Vice President will serve as President in the absence or incapacity of the President.
Section 3: Second Vice President
The Second Vice President shall, in conjunction with the professional staff, support the development of lay leadership within the Congregation. The Second Vice President shall serve as President in the absence or incapacity of the President and First Vice President.
Section 2: Secretary (note the section # change)
The Secretary shall keep a record of all Board and Congregational meetings, maintain copies and send originals to the Church office and perform other duties incident to the office.
Section 3: Treasurer and Assistant Treasurer (note the section # change)
A. With the exception of specific authorities granted to the Endowment and Investments Committee by these Bylaws and approved investment policies, the Treasurer shall:
- Hold in custody all funds of the Church while monitoring the financial operations of the Church including all special funds,
- Keep an account of all receipts and expenditures Chair the Finance Committee,
- Authorize payment of expenditures approved by the Board within budget limits as adopted in conformity with these Bylaws Assist the Business Manager and Senior Minister in development of the annual budget, and
- Assist the Board in the development of financial policies, and
- 5. Render to the Annual Meeting, and to other meetings as may be requested by the Board, a financial statement for the Churc
B. The Assistant Treasurer shall act in the absence or incapacity of the Treasurer and may perform any duties delegated by the Treasurer.
ARTICLE IX: ENDOWMENT AND INVESTMENTS COMMITTEE
Section 1: General Purpose
There shall be on the books and records of the Church a separate fund, apart from the general operation funds of the Church, to be known as The First Unitarian Universalist Church of Richmond, Virginia, Endowment Fund (“Fund”). The purpose of the Fund is to enhance the mission of the Church by helping to secure, strengthen, and extend the long term survival and growth of the Church and of Unitarian Universalism.
Section 2: Endowment and Investments Committee, Responsibilities and Membership
A. The Endowment and Investments Committee (“EIC”) shall be the custodian of the Fund, and shall have oversight responsibility for and shall monitor the investment of all Church funds, including operating, capital, and short-term funds.
B. The EIC shall consist of five (5) elected members, all of whom shall be Members of the Church, and not more than one of whom shall simultaneously be a member of the Boar The term of each elected member shall be for three (3) years, and terms shall be staggered so that no more than two elected members shall have the same three-year term. No elected member shall serve more than six (6) consecutive years without an interval of at least one year. Vacancies on the EIC shall be filled in the same manner as vacancies on the Board. Elected members of the EIC may be recalled by the Congregation in the same manner as members of the Board, as specified in these Bylaws.
C. In addition to the elected members, the Assistant Treasurer of the Church the Treasurer or another Board-designated individual shall be an ex officio voting member of the EIC. The President of the Board and the Senior Minister shall be advisory members of the EIC without vote.