as ammended to April 19, 1998

1. Preamble




5. Article IV: MEETINGS


7. Article VI: ELECTIONS



10. Article IX: GENERAL

11. Article X: DISSOLUTION

1. Preamble

We, the members of Throop Memorial Church, Unitarian Universalist, covenant to affirm and promote: the inherent worth and dignity of every person; justice, equity and compassion in human relations, acceptance of one another and encouragement to spiritual growth; a free and responsible search for truth and meaning; the right of conscience and the use of the democratic process; the goal of world community and unity with peace, liberty and justice for all; respect for the interdependent web of all existence of which we are a part.


This church shall be known as Throop Memorial Church, Unitarian Universalist. It is affiliated with the Unitarian Universalist Association and with the Association's Pacific Southwest District. It is chartered as a nonprofit corporation by the State of California under its original name: First Universalist Parish of Pasadena


3.1 Section 1 - Procedure

Any person who is in sympathy with the purposes and program of this church may become a voting member by signing the membership book. It is expected that all members should have or will achieve an understanding of the history and the current situation of the Unitarian Universalist movement and of this church. Membership is open to all persons regardless of race, color, sex, affectional orientation, age, or national origin.

3.2 Section 2 - Age

Persons may become members from the age of 14.

3.3 Section 3 - Voting

All persons who have been members for at least 30 days may vote at duly called meetings and may hold office. A member must be at least 18 years of age to vote on financial matters.

3.4 Section 4 - Contribution

Members are expected to contribute responsibly to the support and/or operation of the church. A minimum annual contribution, determined by the Board of Trustees, is required of all members.

3.5 Section 5 - Inactive Membership

Any member who, for a period of one year, fails to make a minimum contribution may, at the discretion of the Board of Trustees, be reclassified as an inactive member and his or her name transferred to a list of inactive members. Before changing any member to inactive status the minister or a representative of the board must communicate the intent to do so and request a meeting to discuss the member's interest in and support of the church. Inactive members shall not be counted as members of the church for purposes of denominational assessment, shall not receive notices of meetings of the church, and shall be removed from the newsletter mailing list. However, inactive members may be reinstated as voting members of the church by the Board of Trustees whenever, in the judgment of the trustees, their renewed interest warrants it, and they may be granted letters of recommendation to other churches if they so request.

3.6 Section 6 - Withdrawal

Any member may terminate membership in writing to the Board secretary. Any member who for a period of two consecutive years neither attends church nor makes a financial or other contribution to the support of the church and fails to signify in writing continued interest, may be deemed to have withdrawn, and his or her name may be removed from the list of members.

3.7 Section 7 - Liability of Members

A member of this corporation is not, as such, personally liable for any debt, liability or obligation of the corporation.


4.1 Section 1 - Fiscal Year

The fiscal year of the church shall be from July 1 to June 30.

4.2 Section 2 - Program Year

The program year of the church (i.e. terms of office for Trustees and committees) shall be from May 1 to April 30.

5. Article IV: MEETINGS

5.1 Section 1 - Annual Meeting

The annual meeting of the congregation shall be held during the month of April for the purpose of electing officers, required committees, and conducting any other business that shall be brought forward, excepting the annual budget.

5.2 Section 2 - Annual Budget Meeting

The annual budget approval meeting shall be held during the month of June.

5.3 Section 3 - Calling Regular Meetings

The dates of meetings shall be set by the Board of Trustees. The meetings shall be announced from the pulpit and by written notice to members at least 30 days prior thereto.

5.4 Section 4 - Quorum

A quorum for all meetings, unless otherwise specified in these bylaws, shall be 20% of the active membership.

5.5 Section 5 - Special Meetings

Special meetings of the congregation shall be called by the president of the Board, either when a majority of the trustees so request or at the written request of ten members. Such meetings must be held within three (3) weeks of the submission of the request to the president. Announcement of such meetings shall be made in writing to each church member at least two weeks in advance and also announced from the pulpit. In case of emergency, the notice requirement may be reduced to one week. The notice shall state the agenda of the meeting. No other business shall be transacted at that meeting.

5.6 Section 6 - Procedure

The latest edition of Robert's Rules of Order shall prevail in meetings of the church membership and of the Board of Trustees, but shall be superseded by any contradictory provisions of these bylaws.

5.7 Section 7 - Proxy Voting

Active members unable to attend a duly called meeting of the congregation may vote by proxy. The person designating proxy must do so in writing and the proxy must be presented to the chairman of the meeting.


6.1 Section 1 - Purpose of Board of Trustees

It is intended that this shall be a policy-making, rather than an operational Board. The Board must ensure that the business of the church is carried out in accordance with applicable laws and policies, but it is the intent of the congregation that day-to-day business shall be carried out by the membership through its committees. The Board's role is primarily that of oversight, protection of the assets of the church, policy making, involvement of the congregation, vision, leadership, and responsibility for employees and personnel matters. Communication with the congregation is essential to properly carrying out the purposes of the Board.

6.2 Section 2 - Composition

The Board of Trustees shall consist of a president, president-elect/1st-vice-president, secretary, treasurer, and five (5) members-at-large. If the outgoing president has time left in the total 3-year term of a trustee, s/he shall serve as past-president/2nd-vice-president and the number of at-large trustees shall be reduced to four (4). One member shall act as liaison between the Board and the Religious Education Committee.

6.3 Section 3 - Executive Committee

An Executive Committee, consisting of the officers, may conduct necessary business between the regular meetings of the full Board, and shall report decisions to the next meeting of the full Board. The Board at its next meeting shall vote to approve or disapprove the actions of the Executive Committee.

6.4 Section 4 - Authority

Subject to the restrictions imposed by law, by the articles of incorporation, and by these bylaws, 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.

6.5 Section 5 - Limits on Board Discretion

The Board shall not expend in excess of 105% of the total approved budget nor shall it alter any major category (e.g. administration, property) of the budget by more than 10% without prior approval of the congregation, except in emergency situations concerning safety of people and protection of property. A majority vote of members present at a duly called meeting shall be required to approve such changes. Mortgaging or selling of any real church property must be approved by two-thirds (2/3) vote of the membership present and voting at a duly called meeting of the members.

6.6 Section 6 - Meetings

The Board shall meet at least eight times a year and on special notice from the president or any three Board members. A quorum is deemed to be a majority of the voting members of the Board. Minutes shall be kept of all meetings of the full Board and of the Executive Committee. These minutes shall be made available to the congregation by posting in a public place within the building.

6.7 Section 7 - Standing Committees

The Board shall appoint from among members of the congregation the following standing committees: Finance, Property, Membership, and Religious Services. Members of the Board will act as liaison between the Board and the standing committees. The committees shall elect their own presidents. No member of a standing committee shall serve for longer than six consecutive years without a break of at least one year. The duties of the standing committees shall be in accordance with common practice and shall be guided by the current Congregational Handbook of the Unitarian Universalist Association.

6.8 Section 8 - Job Descriptions

The Board of Trustees shall ensure that all officers, Board members, and committee chairs receive job descriptions which accurately reflect their legal responsibilities and other requirements. All such job descriptions shall also be made available to the Nominating Committee.

7. Article VI: ELECTIONS

7.1 Section 1 - Terms of Office

Each year a president-elect and a president shall be elected. It is intended that a person be elected to serve as president-elect for one year, president for the next year, and automatically become past-president for the following year, thus serving a complete three-year term. Since it is possible that a president-elect may not be able to assume th office of president, a sitting president may be elected to additional one-year terms up to a maximum three-year-term. For the Board, two at-large members shall be elected in one year; the treasurer and one at-large member in the next year; the secretary and one at-large member in the next year. When there is no past president, an additional at-large trustee shall be elected as necessary to maintain the board at nine members. A trustee or officer shall be eligible to serve no more than two consecutive full terms and a period of at least one year shall have elapsed before the trustee may be appointed or elected to a new term of office. Terms shall be for three years.

7.2 Section 2 - Vacancies

Whenever a seat on the Board of Trustees becomes vacant, the Board shall appoint a trustee to serve until the next annual meeting. Any Board member who misses three (3) consecutive regular meetings or any five (5) regular meetings in one program year shall be considered to have resigned, except under extenuating circumstances deemed by the Board not to be permanent.

7.3 Section 3 - Elected Religious Education Committee

The Religious Education Committee shall be elected by the congregation at the annual meeting in April. Two members shall be elected in one year, two the next year, and one the next year.

7.4 Section 4 - Nominating Committee

The Nominating Committee shall consist of three members who shall be elected by the congregation at the annual meeting in April. Vacancies occurring during the year shall be filled by the Board of Trustees.

7.5 Section 5 - Elections

Members of the church may submit names of suitable candidates in writing to the Nominating Committee, which must acknowledge receipt of each nomination and place the name of each nominee on the ballot, subject to the consent of the nominee concerned. Nominations from the floor at the annual meeting shall be accepted, provided the nominee has indicated his or her willingness to accept nomination. The nominee receiving the majority of votes cast for that position shall be declared elected.


8.1 Section 1 - Religious Education Committee

The terms of office for members of the Religious Education Committee shall be three (3) years. The committee shall annually elect one of its members to serve as president for the year. A member of the Board of Trustees shall act as liaison and will be invited to attend all meetings of the committee as a non-voting member. The purposes of the committee shall be: (a) to develop a philosophy of religious education; (b) to be responsible for a program of lifespan religious education; (c) to assure the continuity and development of the religious education program. The Religious Education Coordinator shall be a non-voting member of the committee.

8.2 Section 2 - Required Meetings

The Religious Education Committee and all standing committees will meet at least eight times a year, and shall keep minutes of all meetings.. They will file a report to the annual meeting of the congregation in April.

8.3 Section 3 - Nominating Committee

The Nominating Committee shall be responsible for nominating from among the active members of the congregation the required number of persons for the Board of Trustees, Religious Education Committee, and three persons for the next year's Nominating Committee.

8.4 Section 4 - Other Committees

The president of the Board, minister, or members of the congregation may, upon approval of the Board of Trustees, cause to be formed other committees deemed necessary for the conduct of the program of the church. Such committees may include: Personnel, Social, Hospitality, Publicity, Denominational Affairs, Long-Range Planning, Social Responsibility, and any others as may be appropriate.


9.1 Section 1 - Procedure for Calling a New Minister

In the case of a vacancy, a special meeting of the congregation shall be called to determine a course of action. A Search Committee consisting of not fewer than five nor more than seven members will be elected at a special meeting of the congregation. Alternates may be elected. Any candidate for minister of this church must be in fellowship with the Unitarian Universalist Association. When a minister is to be called, the Search Committee, working with the Department of Congregational Services of the Unitarian Universalist Association, shall coordinate arrangements and negotiations with the Board of Trustees. A special meeting of the membership of the church shall be called for the purpose deciding whether the Search Committee's proposed candidate is to be called. A 90% majority of those present and voting shall be required to call a new minister.

9.2 Section 2 - Term

The minister shall be called to serve for an indefinite period of time. Should the minister resign, he or she shall give at least ninety (90) days notice of intent to leave.

9.3 Section 3 - Dismissal

Unless the minister voluntarily retires or resigns, the minister shall not be dismissed except by the approval of a majority vote of the active members of the church present at any meeting legally called for the purpose; quorum for such a meeting to be constituted by 40% of the voting members. Should the minister be dismissed by the congregation, the minister shall continue to receive his or her regular salary for at least ninety days from dismissal.

9.4 Section 4 - Duties

The minister shall be responsible for the conduct of worship within the church and the church's spiritual interests and affairs. The minister shall have freedom of the pulpit as well as freedom to express his or her opinion outside of the pulpit as long as it is represented as such and not as the opinion of the membership. The minister shall conduct a ministry in accordance with the Guidelines and the Professional Code of Practice of the Unitarian Universalist Ministers' Association. The minister shall be a non-voting member of the Board of Trustees, the standing committees, and any other committees active in the church.

9.5 Section 5 - Committee on Ministry

The minister and the Board of Trustees shall ensure the existence and meeting of the Committee on Ministry. Appointment of the Committee on Ministry and its operation shall be in accordance with the Congregational Handbook and the Guidelines of the Unitarian Universalist Ministers' Association.

10. Article IX: GENERAL

10.1 Section 1 - Endowment Fund

An endowment fund shall be managed in accordance with rules passed by the congregation (attached hereto) and with applicable laws.

10.2 Section 2 - Bylaws Changes

Bylaws may be amended at any regular or special meeting of the church by a two-thirds vote of the members present, providing a notice of the proposed change(s) and the time and date 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 month prior to the date of such meeting. The wording of the proposed change(s) shall be included in the mailing along with an indication of prior wording, if applicable.

11. Article X: DISSOLUTION

11.1 Section 1 - Vote to Dissolve

Dissolution of this corporation requires a two-thirds (2/3) vote of active members present and voting. Notice of a meeting to decide upon dissolution must be given in writing no fewer than 30 days prior to such meeting.

11.2 Section 2 - Merger

Dissolution for the purpose of merger requires the same percentage vote as calling a minister.

11.3 Section 3 - Disposition of Assets

Should this church cease to function and the membership vote to disband, all assets of the church will be transferred to the Unitarian Universalist Association or to any of its member congregations, as determined by vote of the active membership this transfer to be made in full compliance with whatever laws are applicable.