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Composition of Board and Election Provision: Writing Congregational Bylaws

Most boards have both officers and directors (the latter are also called members-at-large or trustees). Some congregations elect their officers directly, and others allow the board to name its own officers. Most states require that the bylaws specify the exact number of directors, although some states allow for a number within a stated range. In deciding on the number of directors, bear in mind your method of election of officers and the various tasks and duties you wish to have the directors perform.

Also bear in mind whether the board will be representative of the church as a whole or whether you desire representation from specific segments of the congregation. Some congregations designate specific board seats for representatives from the Religious Education Committee or Finance Committee, for example, whereas other congregations make provisions for a youth member, young adult member, or both on the board. (If members representing these various constituencies are appointed, they should have the same voting privileges as other members.) In some congregations youth or young adult members do not have voting rights on the board but are members to provide their perspective. Other congregations believe that such an arrangement discriminates on the basis of age. Whether the board is directly representational or not, good communication between the board and the congregation is essential.

The congregation should also carefully consider whether the directors' terms should be staggered or all members be replaced at the same time. Staggered terms allow for a degree of continuity that might be lost if the entire board turned over at the same time. A question for congregations with professional staff is whether ministers and other staff members should be required to attend board meetings or be part of the board.

Sample Provisions

Example 1: The Board of Trustees shall be composed of the four (4) officers of the Church and seven (7) Trustees. Only a voting member who has been a member of the Church for at least one (1) year and has served actively on at least one (1) Committee for at least six (6) months may serve as a Trustee. Trustees shall be elected to serve for two (2) year terms, or until their successors are elected and qualified. Terms of office for Trustees shall begin on July 1 of the first fiscal year after election and end on June 30 of the second fiscal year. Terms of office for four (4) Trustees shall begin in odd numbered years. Terms of office for three (3) Trustees shall begin in even numbered years.

Example 2: A church board shall administer and manage the business of the church. The Board shall consist of the officers-president, vice president, secretary and treasurer, three (3) adult members at large, and one (1) youth (between the ages of 16 and 21) member. Board members are elected at the annual business meeting of the membership by a simple majority. The minister and the immediate past president of the board serve as ex-officio, non-voting members. To serve on the board, a person must be a voting member of the church. The term for each Board member and officer is two (2) years. The terms shall be staggered, with half of the Board positions being up for election each year.

Example 3: The Board shall consist of the Officers, the immediate past president, the committee Chairpersons listed in these bylaws, and the minister as a non-voting member. The officers and committee chairpersons, except the Nominating Committee Chair, shall serve a two (2) year term. No person, except the Treasurer, and the two (2) Assistant Treasurers, shall hold the same office longer than two (2) consecutive full terms. The Treasurer and Assistant Treasurers shall not hold office more than three (3) consecutive two (2) year terms. Either Assistant Treasurer, as designated by the President, shall serve as a voting member of the Board in the absence of the Treasurer.

For more information contact growthresources@uua.org.

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Last updated on Thursday, February 7, 2013.

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