AS AMENDED TO June 20, 1982 (retyped Mar. 6, 1992) BY-LAWS OF FIRST UNIVERSALIST PARRISH OF PASADENA (also known as Throop Memorial Church, Unitarian-Universalist) PREAMBLE We the members of Throop Memorial Church, Unitarian-Universalist, in order to: (1) strengthen the free and disciplined search for truth as the foundation of our religious fellowship; (2) cherish and spread the universal truths taught by the great prophets and teachers of humanity in every age and tradition; (3) affirm, defend and promote the supreme worth of every human personality, the dignity of human beings, and the use of the democratic method in human relationships; (4) implement the vision of one world by striving for a world community founded on ideals of brotherhood, justice, and peace; (5) extend and strengthen liberal religion; (6) encourage cooperation with people of good will in every land; and (7) provide support, personal growth, and sharing among members and friends; do ordain and establish these By-Laws. ARTICLE I NAME, AFFILIATION, AND BASIC DEFINITIONS Section 1 - Name and Affiliation This corporation shall be known as "Throop Memorial Church, Unitarian-Universalist." It is an affiliate of the Unitarian-Universalist Association and the Pacific Southwest District (P.S.W.D.) of the Unitarian-Universalist Association. It is chartered as a nonprofit corporation by the State of California under its original name First Universalist Parish of Pasadena. Section 2 - Definition of Church Whenever the word "church" appears in these by-laws, it signifies the legal organization, and the phrase "a vote of the church" or "vote of the members" or similar phrase means a vote of the members of the corporation present at any duly called meeting. ARTICLE II MEMBERSHIP Section 1 - Qualification Consistent with the principles of this church, all persons are welcome to membership without regard to race, gender, or ethnic origin. Members of this church are those persons who have signed the Record of Membership. Before signing the Record of Membership, the prospective member, if new to the denomination, shall meet with the Minister and shall discuss with the Minister the Preamble of these By-Laws, which sets forth the purposes of this church. Section 2 - Voting All persons who have been members for at least 30 days may vote at business meeting and may hold elective office. A member must be at least 18 years of age to vote on financial matters. Section 3 - Termination of Membership Any member may terminate membership in writing to the Secretary. Any member of this corporation who neither attends church nor makes a financial contribution to the support of the church, for a period of two consecutive years, and fails to signify in writing continued interest, may be deemed to have withdrawn, and his or her name may be removed from the church roll. Section 4 - Liability of Members No member of this church shall be personally liable for any debt, liability or obligation of this corporation. ARTICLE III MEETINGS Section 1 - Regular Annual Meeting The regular annual meeting of this church shall be held within 60 days prior to the end of the fiscal year (June 30) on a date set by the Board of Directors. The meeting shall be announced from the pulpit and by written notice to members at least one week prior thereto. The agenda shall include: (a) election of officers, (b) acceptance of a budget, (c) other business to ensure adequate management of the church, and (d) adoption of resolutions, which requires a two-thirds vote. Section 2 - Special Meetings Special meetings of the church shall be called by the Chairperson (a) when a majority of the Board of Directors so request, or (b) at the written request of ten members. Such meeting must be held within three weeks of the submission of the request to the Chairperson. Announcement of such meeting shall be made from the pulpit, if possible, and in writing to each member at least one week in advance. The notice shall state the agenda of the meeting, and no other business shall be transacted. Section 3 - Procedural Rules Twenty-five members shall constitute a quorum at any regular or special meeting of the church. The rules contained in the latest edition of Roberts Rules of Order Revised shall govern regular and special meetings in all cases to which they are applicable and in which they are not inconsistent with these by-laws. ARTICLE IV BOARD OF DIRECTORS Section 1 - Composition and Duties The Board of Directors shall consist of a Chairperson, Director for Special Programs (Deputy Chairperson), Director for Finance, Director for Property, Director for Religious Education & Youth, Director for Religious Services & Music, Director for Membership, Director for Hospitality, a Secretary, a Treasurer and a Director for Public Relations. They shall be members of the church and shall be elected by and be responsible to the membership as provided. Subject to the restriction imposed by law, by the articles of incorporation, and by the By-Laws, the Board shall exercise the powers of this corporation, control its property, and conduct its business affairs as the executive power of the church, always subject to the ultimate control of the congregation. The Board shall not expend in excess of 105% of the budget. If it is deemed necessary, such expenditure must be approved by a majority vote of the membership present and voting at a duly called meeting of the members of the corporation. Mortgaging of selling of any real church property or the dispersing of any part of the last $10,000 of the endowment fund of the church must be approved by a two-thirds vote of the membership present and voting at a duly called meeting of the members of the corporation, except in emergency situations concerning safety of people and protection of property. The duties of the Board of Directors as detailed in this and other Articles include the following: (1) meeting regularly at least monthly and on special notice from the Chairperson or any three board members; (2) management of the finances of the church , including submission at the annual meeting of a recommended budget for the ensuing year; (3) maintenance of appropriate records; (4) adoption of policies and procedures regarding the programs, services, and personnel of the church, which shall be made available to the congregation; (5) review of activities proposed by the Minister; (6) establishment of committees; (7) liaison with denominational bodies; (8) decision on terms and conditions for acceptance of gifts legacies; (9) responsibility for the fulfillment of the total church program. Section 2 - Vacancy Whenever a seat on the Board of Directors becomes vacant, the Board shall appoint a Director to serve until the next annual meeting. A seat become vacant by death, resignation, or incapacity of a Director. Any board member who misses three consecutive regular meetings or any five regular meetings of the Board of Directors in one fiscal year shall be considered to have resigned. Section 3 - Responsibilities of the Chairperson The Chairperson shall: (1) preside at all meetings of the church and the Board of Directors; (2) be one of the authorized co-signers of checks; (3) be an ex-officio member of all administrative committees; (4) with the Secretary sign all legal documents; (5) represent the church on appropriate occasions; (6) appoint, with the approval of the Board of Directors, the members of the Auditing, Long-Range Planning and Ad Hoc Committees. Section 4 - Responsibilities of the Director for Special Programs The Director for Special Programs shall serve as Chairperson in the absence of the regular chairperson; shall organize a Special Programs and Calendar Committee for the coordination of the church calendar of activities; and shall develop and encourage participation in programs which meet the needs of the members that are additional to those under the jurisdiction of the other directors. Section 5 - Responsibilities of the Director for Finance The Director for Finance shall organize a Finance Committee; shall be prepared to report on the financial condition of the church and shall be responsible for raising funds for the annual budget and for special funds. Section 6 - Responsibilities of the Director for Property The Director for Property shall organize a Property Committee; shall be responsible for the condition, safety and appearance of the church-owned properties; and shall be responsible for evaluation of the insurance program. Section 7 - Responsibilities of the Director for Religious Education and Youth The Director for Religious Education and Youth shall organize a Religious Education Committee; and shall be responsible for developing and impelmenting a liberal religious education program to benefit all age groups in the congregation and community. Section 8 - Responsibilities of the Director for Religious Services and Music The Director of religious Services and Music shall organize the Religious Services Committee; shall advise the Minister in regard to regular services, provide occasional special religious services, and enlist the help of the membership in providing the desired complements (music, choir, ushers) for the religious services of the church. Section 9 - Responsibilities of the Director for Membership The Director for Membership shall organize the Membership Committee; shall provide for recruiting new members, introducing them to the life of the church, and encouraging their participation in activities. Section 10 - Responsibilities of the Director for Hospitality The Director for Hospitality shall organize a Hospitality Committee; shall be responsible for providing hospitable reception for members, friends, guests, and visitors on Sundays and at special events and programs which he may organize during the year. Section 11 - Responsibilities of the Treasurer The Treasurer shall be the custodian of all church monies and responsible for their proper accounting; and shall issue monthly and annual financial statements. Section 12 - Responsibilities of the Secretary The secretary shall upon instruction of the Chairperson notify all members of the congregation of regular and special parish meetings in accordance with the by-laws; shall be responsible for keeping accurate records of all regular and special meetings of the church and the Board of Directors; shall keep an accurate list of members of the Church; shall keep custody of books and records; shall organize a Denominational Affairs Committee; and shall compile and submit necessary reports to the UUA and the P.S.W.D., and communications with denominational bodies and inter-church bodies as needed. Section 13 - Responsibilities of the Director for Public Relations The Director of Public Relations shall be responsible for supervising the development of publicity relases, advertising, and all other efforts to bring the attention of the general community to the activities of the Church. Section 14 - Quorum A majority of Directors elected shall constitute a quorum at any meeting of the Board of Directors. ARTICLE V ELECTIONS Section 1 - Election and Term of Office The Directors shall be elected at the annual meeting by the members present and entitled to vote. Term of office shall be two consecutive years, beginning at the start of the fiscal year immediately following the election. The following Directors shall be elected in the odd numbered years: Chairperson, Director for Property, Director for Religious Services & Music, Director for Hospitality, and Treasurer. The following Directors shall be elected in the even numbered years: Director for Special Programs (Deputy Chairperson), Director for Finance, Director for Religious Education & Youth, Director for Membership, a Secretary, and Director for Public Relations. Upon completion of a full term in office, a Director shall not be eligible for reelection to that same office for the following term. Section 2 - Nominating Committee The Nominating Committee shall consist of three members and three alternate members, elected by the congregation for one-year terms at the annual meeting. The alternate members shall fill such vacancies to the Nominating committee as may occur. The Nominating committee shall prepare a ballot, listing the candidates for each elective office, to be presented at the next annual meeting. Members of the church may submit names of suitable candidates to the Nominating Committee, which must acknowledge receipt of each nomination and place the name of each nominee of the ballot, subject to the consent of the nominee concerned. The Nominating Committee shall announce its list of candidates in a church publication at least ten days prior to the annual meeting. Nominations from the floor at the annual meeting shall be accepted, provided the nominee has indicated his or her willingness to accept nomination. Section 3 - Election Procedure A member nominated for a specific position on the Board of Directors shall stand for election for that position. The nominee receiving the majority of votes cast for that position shall be declared elected. The Nominating Committee shall then be voted for on one ballot with the three receiving the highest number of votes being declared members of the committee. The person receiving the fourth-highest number of votes shall be the first alternate member; the person receiving the fifth-highest number of votes shall be the second alternate member; and the person receiving the sixth-highest number of votes shall be the third alternate member. ARTICLE VI COMMITTEES Section 1 - Standing Committees The Standing Committees shall be: Special Programs and Calendar Committee Finance Committee Property Committee Religious Education Committee Religious Services Committee Membership Committee Hospitality Committee. Public Relations Committee Denominational Affairs Committee Long-range Planning Committee Nominating Committee Section 2 - Auditing Committee Prior to the end of the fiscal year, the Chairperson, with the approval of the board of Directors, shall appoint an Auditing committee of three members, one of whom shall be designated as Chairperson. It shall be the duty of the Auditing Committee to audit the annual statement of the treasurer, together with records, books and accounts, and to present its report in writing to the board of Directors within ninety days following the end of the fiscal year. Section 3 - Long-Range Planning Committee The Chairperson shall appoint a Long-Range Planning Committee. The committee shall make recommendations to the Board of Directors to promote the long-range interests of the church. Section 4 - Other Committees Each Director may organize such other committees as deemed necessary to carry out the responsibilities of the office. ARTICLE VII MINISTRY Section 1 - Selection of a Minister Any candidate for Minister of this church must be in fellowship with the Unitarian Universalist Association. A Pulpit Committee consisting of nine members will be elected at a special meeting of the congregation. When a Minister is to be chosen, the Pulpit Committee, working with the Department of the Ministry of the Unitarian Universalist Association, shall coordinate arrangements and negotiations with the Board of Directors. A special meeting of the church shall be called for the purpose of considering the candidate. A three-fourths affirmative vote of the members shall constitute the necessary majority for engagement of the candidate. In the case of an unplanned vacancy, where insufficient time does not allow the Pulpit Committee to be duly nominated, elected, and go through the acceptable steps necessary for obtaining a minister, the Board of Directors shall have the power to supply the pulpit on an interim basis not to exceed three months with any one minister. Section 2 - Term of Contract The Minister may be engaged for a specific term, or for an indefinite period. When no term is fixed, the Minister shall give at least 90 days notice to the Board of Directors prior to resigning or retiring from his duties. If the Minister is dismissed, the Minister shall continue to be paid for at least 90 days from the dismissal. Section 3 - Dismissal of the Minister Unless the minister voluntarily retires or resigns, the Minister shall not be dismissed, except by the approval of three-fourths of the members of the church attending a special meeting called for the purpose of considering his removal. If the Minister is dismissed, the Minister may be immediately relieved of any or all duties at the option of the congregation. Section 4 - Duties of the Minister The duties of the Minister shall include: (1) responsibility for all religious services and ceremonial functions; (2) overall administration of the programs, services, and activities of the church within the policies and procedures set forth by the Board of Directors; (3) supervision and direction of the paid employees of the church. The Minister shall engage or dismiss employees withing the guidelines established by the Board of Directors; (4) making such recommendations as the Minister deems appropriate in the Minister's capacity as advisory member of all church committees; (5) establishment of other church-related activities with the consent of the Board of Directors; (6) acting officially and with respect to matters which affect the church in accordance with the ethics of the Unitarian Universalist Association and with the principles set forth in the Preamble of these By-Laws. ARTICLE VIII GENERAL Section 1 - Endowment Fund The Board of Directors may cause an endowment fund to be created and shall appoint a trustee to handle same; such trustee must be a corporation authorized to handle trust funds under the laws of the State of California, unless the Unitarian Universalist Association shall be selected as trustee; such trustee shall make no investment without the approval of the Board of Directors. The Board of Directors shall at all times have the right of changing trustees and shall require such trustee to render quarterly reports, and all monies derived from trust funds shall be paid to the Treasurer and accounted for by him in the general church funds. Section 2 - Safe Deposit Box The Chairperson, with the approval of the Board of Directors, may engage a safe deposit box in a bank in Pasadena in which shall be kept all stocks and bonds or receipts for same and other valuable property usually kept in a safe deposit box and the Board of directors shall from time to time designate the person or persons entitled to open said box. Section 3 - By-Laws Amendments These By-Laws may be amended at any regular or special meeting of the church by a two-thirds vote of the members present, provided a notice of said proposed change and the time of the meeting is given from the pulpit for two consecutive Sundays at the regular services immediately preceding the meeting, and by written notice mailed to all members of the church at least one week prior to the date of such meeting. All possible precautions, consistent with the advice of legal counsel shall be taken to ensure that the members are notified of proposed changes in the By-Laws.