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Other Board Provisions: Writing Congregational Bylaws

The following sections explore other board-related provisions.

Vacancies

From time to time, vacancies occur in the governing body. Having a specified mechanism for replacing such members is advisable.

Sample Provisions

Example 1: Any vacancy occurring in the Board of Trustees shall be filled by a majority vote of the Steering Committee after consultation with the Nominating Committee. Any trustee elected to fill a vacancy shall be elected to serve until the next occurring Annual Election, at which time any such position(s) shall be filled by vote of the Congregation.

Example 2: Vacancies on the Board occurring between Spring Congregational Meetings shall be filled by majority vote of the Board. Those persons who fill a vacancy shall serve only until the end of the current fiscal year.

Example 3: To fill vacancies, the Nominating Committee shall present a candidate to the Board of Trustees to fill the position until the next general membership meeting. A vote of the majority of the Board of Trustees will be required to seat the new member on the Board.

Example 4: In the event of the death or withdrawal or removal of an officer or trustee, the Governing Council shall have the power to appoint a replacement until the next annual meeting. If a replacement must be appointed for the president-elect, the office of president shall be added to the ballot and voted on at the next annual meeting.

Example 5: The Board shall appoint members to fill vacancies on the Board. If the office of President becomes vacant, the appointee must be a present member of the Board.

Example 6: Should a vacancy on the Board occur during the year, the Nominating Committee shall propose one (1) or more names from which the Board shall fill the vacancy until December 31 following the Annual Meeting. At the next Annual Meeting a person shall be elected to fill the unexpired term, if any, of the person being replaced.

Example 7: A vacancy in any elected position, except Moderator, shall be filled within thirty (30) days by vote of the Board, and the appointee shall hold office until a successor takes office on the following February 1. If the vacancy occurs in a term of greater than one (1) year duration, there shall be an election at the January Regular Meeting to serve the remainder of the outstanding term. A vacancy in the office of the Moderator shall be filled by the Associate Moderator until a successor takes office on the following February first.

Removal of Board Members or Officers

Occasionally board members are unable or unwilling to fulfill their duties, and sometimes they are not able to, or do not choose to, resign their position on the governing body. In these cases, it is important that there be procedures for removing board members.

Sample Provisions

Example 1: Any trustee may resign by giving notice in writing to all trustees and may be removed, with or without cause, by action of two-thirds (2/3rds) of the trustees or by vote of a majority of the voting members present at an annual meeting of the corporation or at a special meeting called pursuant to these bylaws. If three (3) or more vacancies exist at any one time, a congregational meeting for the purpose of filling these vacancies shall be held within thirty (30) days.

Example 2: Three (3) absences during one (1) year by a member of the Board of Trustees from Steering Committee meetings without prior notification to the Secretary shall be tantamount to resignation. Board members may be removed by two-thirds (2/3) vote of the Steering Committee for breach of trust or gross misconduct.

Example 3: Failure of an Officer or Trustee to attend three (3) consecutive regular Board meetings or four (4) of any six (6) consecutive regular Board meetings shall be an automatic resignation from the Board without further action or notice. Removal for cause of an Officer or Trustee shall be by majority vote of the Voting Members present and voting at a Congregational Meeting with removal of that individual in the call for the meeting.

Example 4: Any officer or trustee who misses three (3) or more consecutive meetings of the Governing Council may be removed from the Governing Council upon the vote of a majority of those members of the Council present at a meeting of the Governing Council. The vacancy shall then be filled pursuant to these bylaws.

Example 5: In the event that any elected officer or a person serving in any other elected position of the Association, fails, without showing good cause, to be present at three (3) consecutive meetings that he or she is required to attend, or otherwise is considered derelict in duties to the Association, that person may be subject to recall proceedings as follows: Upon recommendation of the Moderator, and subsequent notice to the individual, the Board of Governors will conduct a hearing. The elected person will be recalled if the hearing results in recall action concurred in by three-fourths (3/4) of the required Board quorum, and concurrence at a Special Meeting of the Association called as set out in these bylaws.

For more information contact growthresources@uua.org.

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Last updated on Thursday, February 7, 2013.

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