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Dissolution Clause: Writing Congregational Bylaws

The Bylaws of the Unitarian Universalist Association (UUA) require that to be affiliated with the UUA (Unitarian Universalist Association), all congregations must have a dissolution clause in their bylaws:

Admission Rule 3.3.5(f) A congregation shall include in its articles of incorporation or other organizing documents a clause providing that the assets of the congregation will be transferred upon dissolution to the Association. Notwithstanding the foregoing, if a congregation obtains the prior written consent of the Association's Board of Trustees, the congregation may name an organization that is affiliated with the Association (such as a district, camp, conference center or other congregation) as the recipient of the congregation's assets upon dissolution.

In some jurisdictions, legal statutes require that the dissolution provision be in the Articles of Incorporation. In such cases, the provision may also be included in the bylaws. If you are choosing, as a successor organization, another congregation or an associated or affiliate organization rather than the UUA, take care to ensure that this other congregation or organization maintains its status with the UUA. This status should be reviewed on a regular basis, as should other major components of the bylaws.

Bylaws also can set forth the manner in which the decision to dissolve should be made. If the bylaws are mute on this point, then the decision to dissolve would be made in the same manner as all other nonspecified decisions are made, frequently by a simple majority of the quorum present. If the congregation requires a plurality or supermajority in such decision making, this requirement should be specified in the bylaws.

Sample Provisions

Example 1: Any action to dissolve the Church must be approved by a two-thirds (2/3) vote of eligible Voting Members of the Church present at a meeting called to specifically consider such action, for which meeting written notice has been issued to all Members eligible to vote in accordance with the provisions of these bylaws. If the Church at its own option shall cease to exist, all property real or personal shall be transferred to the Southwest Unitarian Universalist Conference or its successors.

Example 2: In the case of dissolution of the society, all of its property, real and personal, after paying all just claims upon it, shall be conveyed to and vested in the Unitarian Universalist Association or its legal successor, and the Board of Trustees of the society shall perform all actions necessary to effect such conveyance.

Example 3: Should this Fellowship cease to function and the membership vote to disband, any accrued assets of the Fellowship will be assigned to the Unitarian Universalist Association if any remain after payment of debts.

Example 4: Should the church cease to function and the membership vote to disband, any assets of the church shall be transferred to the Unitarian Universalist Association for its general purposes. Such transfer will be made in full compliance with whatever laws are applicable.

For more information contact growthresources@uua.org.

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Last updated on Thursday, February 7, 2013.

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