BY-LAWS

THE ELIOT CHURCH OF SOUTH NATICK, INC.

SOUTH NATICK, MASSACHUSETTS

(AS REVISED APRIL 4, 2004)   

The Eliot Church of South Natick is a registered non-profit religious organization governed according to by-laws established at the time of its incorporation.  The senior decision making body in the church is the Parish Committee.  This committee meets on the first Tuesday of each month.  The meeting is open to any member and is presided over by a Moderator.

Article I.
Name and Covenant

Section 1. Name

The name of this Church shall be: The Eliot Church of South Natick, Inc., hereinafter referred to as "the Church".

Section 2. Covenant

The Church shall exist as a Church under the following Covenant: "In the love of truth, and in the spirit of Jesus, we unite for the worship of God and the service of Man (All)."

Article II.
Membership

Section 1. Regular Members.

Any person who expresses to the Minister a sincere desire to become a member of the Church, and agrees to the Covenant at a service of worship may become a member of the Church by signing the Church Membership Rook; provided,-however, that any person who was a member of the First Unitarian Church in Natick or the John Eliot Congregational Church or the Eliot Church of South Natick (Federated), Inc. at the time of the merger of those three Churches in July, 1990 shall, by reason of such membership, he considered a member of the Eliot Church of South Natick, Inc. as it exists after the merger and shall confirm such membership by signing the Church Membership Book.  

Section 2. Affiliated Members

Any person continuing to hold membership in another Church may, by complying with Section 1. of this Article, become an affiliated member of this Church with all the rights of full membership.

Section 3. Termination

Any member may terminate his/her membership by verbal or written notice to the Minister, to tie filed with the Clerk of the Church.

Section 4. Voting Restrictions

No member of the Church under eighteen years of age may vote on any matters pertaining to the Deed or Mortgage of Property or any financial transaction of the Church.

Section 5. Continuity of Membership

In order to maintain membership and the legal right to vote on Church matters, members must reaffirm their membership at least every three years from the date each last signed the Church Membership Book. Members shall be given six-weeks notice of the expiration of their membership so they can arrange to reaffirm it if they so desire.

Article III.
Meetings

Section 1. Annual Meeting

The Annual Meeting of the Church shall be held each year in South Natick, Massachusetts, on the second Sunday of April, except if Easter falls on such date. Then it shall he the following Sunday or on such date and at such time as shall be determined by the Parish Committee.  

Section 2. Certain Special Meetings

Meetings called for the purpose of (1) selecting or dismissing a Minister, (2) considering the purchase, sale, mortgage, lease, or transfer of any real estate of or for the Church, (3) amending the by-laws, or (4) holding a meeting called by five members as provided by Section 3. of this Article, shall be called by the Parish Committee.

Section 3. Special Meetings

Special meetings of the Church may be called by the Parish Committee at any time with such notice to members as the Parish Committee shall determine to he necessary (though in compliance with provisions of Section 4. of this Article), and shall he called by the Parish Committee on written application of five or more members setting forth the purpose of said meeting; except that if, for any reason, the Parish Committee, after receipt of such application, fails for two weeks to call such a special meeting, said members may call the meeting.

Section 4. Quorum, Notice, and Rules of Order

At all meetings of the Church, a quorum shall consist of twenty-five enrolled members except that a smaller number may make reasonable adjournments until a quorum is obtained. Written notice of any meeting, describing the purpose thereof, shall be mailed to each household represented by a member of the Church at least 14 days before the date thereof. The conduct of the meetings is to be in accordance with Roberts Rules of Order.

Article IV.
Officers

Section 1. General

The Church shall have a Moderator, a Clerk, and a Treasurer, all of whom shall be elected at the Annual Meeting by and from the members of the Church for the term of two years from the adjournment of that meeting at which they are elected and/or their successors have been elected.

Section 2. Moderator

The Moderator shall preside at all Annual and special meetings of the Church, and shall serve as Chair of the Parish Committee.

Section 3. Clerk

The Clerk shall keep the minutes of all meetings of the Church and of the Parish Committee in books provided for that purpose; shall give all notices as required by these by-laws; shall provide a copy of these by-laws, as amended, to each new member of the Church; shall maintain an up-to-date list of members of the Church and shall perform such other duties as may be assigned by the Parish Committee.

Section 4. Assistant Clerk

The Assistant Clerk, who shall be appointed by the Parish Committee, shall assist the Clerk in the performance of his/her duties.

Section 5. Treasurer

The Treasurer shall receive and deposit all income and receipts of the Church in the name of and to the credit of the Church in such depository as may be designated by the Parish Committee; shall pay out the same as may be ordered by the Parish Committee or by any duly authorized sub-committee; shall keep full and accurate accounts of all receipts and disbursements in books provided for that purpose; and shall sign all checks and other instruments, except as otherwise provided in these by-laws, drawn or endorsed on behalf of the Church. The Treasurer shall make an Annual Report to the Church and such additional reports to the Parish Committee as it may require, and shall have such other powers and perform such other duties as may be incidental to that Office or as may he assigned by the Parish Committee.

Section 6. Assistant Treasurer

The Assistant Treasurer, who shall be appointed by the Parish Committee, shall assist the Treasurer in the performance of his/her duties, and shall he authorized to sign checks in the absence of the Treasurer.

Article V.
Board of Deacons

Section 1. Deacons

The Board of Deacons shall consist of six members who shall be elected for a term of three years, two being elected annually. The Deacons shall be eligible to hold the Deacon's office for two successive terms.

Section 2. Duties and Powers

The Deacons shall have general charge of the Communion Service, shall arrange for the Ushers, and shall cooperate with the Minister and the Parish Committee in planning and arranging the worship services of the Church. In the absence of the Minister, they shall have full charge of the arrangements for the services of worship.

(a) The two Deacons serving their last year on the Board shall he the Co- Chairs of the Board and shall call all meetings.

(b) The Deacons shall assist in bringing new members into the Church and assist in welcoming them at services of worship.

(c) The Deacons shall be responsible for flowers in the Church for regular worship.

(d) Upon receiving knowledge of illness or death among members of the Congregation, the Deacons shall express the sympathies of their fellow Church members.

(e) The Deacons shall maintain the Guest Book.

Article VI.
Religious Education Committee

Section 1. Members

The Religious Education Committee shall consist of four members who shall each be elected for a term of two years, two being elected at each Annual Meeting for the two-year term.

Section 2. Powers and Duties

The Religious Education Committee shall be responsible for the Religious Education Program of the Sunday School, shall arrange for the selection of teachers, and shall generally cooperate with the Minister and the Parish Committee in planning for the religious education of the children of the Church. They shall also arrange for the organization of a Youth Group when appropriate numbers for such a group exist, and shall have general charge of the programs for such a group. They further shalt cooperate with the Minister in whatever programs are felt to be appropriate for education of adult Church members outside of the regular Church services.

Article VII.
Parish Committee

Section 1. Organization

The Church shall have a Parish Committee of six members elected by the members of the Church. Three members shall be elected annually for a two-year term except that a vacancy may be filled at any special or Annual meeting. The alternate members shall be elected each year to serve on the Parish Committee when a member is absent. The Moderator of the Church shall be the Chair of the Parish Committee, but shall have no vote except to break a tie. The Clerk of the Church shall be the Secretary of the Committee but shall have no vote. The Minister, Treasurer, and Assistant Treasurer of the Church shall be members ex officio of the Parish Committee, without vote. A quorum of the Committee shall be four voting members.

Section 2. General Powers and Duties

The Parish Committee shall have general control and management of all affairs of the Church except such as are otherwise specifically allocated or reserved by these by-laws or by the laws of the Commonwealth of Massachusetts. It shall advise the Minister on the general direction of the activities of the Church. It shall have power to fill all vacancies in office or in any Board or Committee of the Church until the next Annual Meeting or special meeting.

Section 3. Property and Investments

The Parish Committee shall he the Officers of the Church deemed to be a Body Corporate under General Laws (Ter. Ed.) Chapter 180, of the Commonwealth of Massachusetts. It shall have the care and custody of all property of the Church, hut it shall have no power to sell, buy, or mortgage, lease, or transfer any of the real estate of the Church without the specific authority to do so by a vote of two-thirds of the members of the Church present and voting at a meeting called for the purpose. It shall hold, manage, invest, and reinvest, at its discretion, funds of the Church entrusted to its care, with full authority to sell same and to purchase other securities of the kinds which Mutual Savings Ranks may purchase under the laws of the Commonwealth of Massachusetts, or deposit the funds in a Massachusetts Savings Rank and may authorize its Moderator or Treasurer to execute in the name of the Church any and all instruments which may be necessary to effect or complete any purchase, sale, transfer, exchange, or substitution of deposits or securities. In discharge of its fiscal responsibilities, the Parish Committee may appoint a Finance Committee of three to five members and may rely on the Finance Committee's reasonable judgment with respect to the investment and management of funds.

Section 4. Church Committees

The Parish Committee shall appoint committees and delegate to them such of its powers and duties as it shall deem necessary or expedient. The Parish Committee shall, at its discretion, name one or more of its members to each committee so appointed.  

Section 5. Agents and Employees

The Parish Committee shall annually appoint an auditor to make an annual audit of the hook of the Treasurer and may appoint other agents and employees, other than those elsewhere provided for in these by-laws, as it shall deem necessary for carrying on the activities of the Church; and said employees shall perform such duties, possess such power, and receive such compensation as shall he prescribed by the Parish Committee.  

Section 6. Budget

At each Annual Meeting of the Church, the Parish Committee shall submit a budget of the estimated income and expenses for the ensuing fiscal year. After the budget is approved by vote of the Church members, the Parish Committee shall be bound to adhere reasonably to the amount of expense so approved, or decrease the expense allocations, or make a deposit to the Reserve Fund, according to its best judgments of the difference between income and the actual income for the year.

Article VIII.
Minister

A Minister of the Church shall he chosen or dismissed by an affirmative vote of two-thirds of all members present and voting at a meeting of the Church called for the purpose. The period of the service of the Minister shall be terminated by either the Church or the Minister on ninety (90) days written notice, or as may otherwise he mutually agreed. The Minister shall be a non-voting member of all committees of the Church (except the Nominating Committee) and shall be in charge of all religious meetings held in the Church proper. No meetings other than meetings for worship and for the conduct of other Church activities, weddings, christenings, baptisms, and funerals shall be held in the Church or any of its buildings without the approval of the Parish Committee.

Article IX.
Nominating Committee

The Church shall have a Nominating Committee of three members who shall be selected from the membership at the Annual Meeting of the Church. At each Annual Meeting a member of the Nominating Committee shall be elected for a three-year term. Members of the Nominating Committee may not succeed themselves. The Nominating Committee shall make nominations for all Officers, Deacons, and Committee members to he elected at the Annual Meeting. A list of such nominations shall be included in the Notice of Meeting. Other nominations may be submitted in writing to the Clerk by any member of the Church at any time before the Annual Meeting.

Article X.
Endowment Fund Committee

The Church shall have an Endowment Fund administered by an Endowment Committee according to Addendum A hereof.

Article XI.
Denominational Affiliations

By reason of long-standing and historic Association of its original and constituting Churches, the Eliot Church of South Natick, Inc. shall maintain membership in the Unitarian Universalist Association, the Massachusetts Bay District of Unitarian Universalist Churches and the Massachusetts Conference of the United Church of Christ.

Article XII.
Fiscal Year

The fiscal year of the Church shall begin on the first day of April and end on the last day of March.

Article XIII.
Amendments

These by-laws may be amended by a vote of two-thirds of the members present and voting at any meeting of the Church called for that purpose, provided the Notice of the meeting states which specific section of the by-laws are to he changed and indicates the nature of the proposed change.

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Bylaws of the Eliot Church of South Natick, Inc.

Addendum A

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ENDOWMENT FUND POLICY

Eliot Church
Natick, Massachusetts

A.      PURPOSE OF THE ENDOWMENT PROGRAM  

It is the desire and intention of the congregation to establish a fund to receive, manage and disburse gifts, grants and bequests and to provide for future needs of the church.

B.       NAME OF THE FUND  

The fund shall be named the "Eliot Church Endowment Fund" ("The Fund").

C.      FUND POLICY  

1.  FUND COMMITTEE

A Committee of five members of the church, one of whom is the church treasurer, the others elected by the congregation, shall oversee and administer The Fund.  One member shall be elected at the annual meeting of the church for a period of four years.  In the event of a vacancy on the Committee, the Parish Committee shall appoint a member of the  congregation to fill the vacancy until the end of the term.  The Committee shall meet at least quarterly.  A quorum shall be four (4)' members.  A majority of those present shall carry any motion or resolution.  

The Committee shall elect a chairperson, a treasurer and a secretary.  The chairperson or person designated by him or her shall preside at all meetings.  The Endowment Fund Committee treasurer shall maintain complete and accurate books of account for The Fund, and shall, with The Fund chairperson, co-sign checks and all other necessary documents.  The Fund Committee secretary shall maintain complete and accurate minutes of all meetings of the Committee, and supply a copy of such minutes to each member and to the Parish Committee.  

The Committee shall have its books audited annually by a person deemed qualified by the Parish Committee ( who is not a member of the Committee) for presentation, with its annual report, to the annual meeting of the congregation.  

The Committee shall be empowered to hold, sell, exchange, rent, invest, and, in all other respects, manage the assets of The Fund in a manner which, in their judgment, serves the purposes of The Fund.  

The Committee may appoint a fiduciary as its agent.  Such agent may be recommended by a donor, and such recommendation will be considered by, but not be binding on, the Committee. If an agent is appointed; the agent shall have custody of the property for which it is acting as agent and shall make all investments pursuant to the instructions of the Committee. The Committee may remove the agent with or without cause.  

No member of the Committee shall be held liable for any losses in The Fund except to the extent such losses are caused by his or her bad faith or gross negligence.  No member shall engage in any self dealing or transactions with The Fund in which the member has a direct or indirect financial interest.  A member shall refrain from any conduct in which his or her personal interest might conflict with the interest of The Fund.

D.     FUND MANAGEMENT  

Assets are to be held in the name of The Eliot Church Endowment Fund.  The Committee shall have full authority, subject to the guidelines of this Fund policy, to:  

1.   Accept or reject, or accept.with conditions not inconsistent with this Fund policy, real estate, personal property, cash, stocks, bonds, or anything of value.  

2.   Manage the assets in such a manner as to attempt to protect the principal from loss, including inflationary loss. In making investments, the Committee should take into consideration "socially responsible investments".

3.   Accumulate or disburse income.  "Income" means interest, dividends and rent.

E.     FUND CATEGORIES  

The Committee may place assets in such categories as it sees fit.  At least two categories shall be created as follows:  

1.   Unrestricted Fund – Income from this fund may be expended at the discretion of the Committee.

2.  Restricted Fund – Income from this fund shall be accumulated or disbursed in accordance with the wishes of the donors and the terms of acceptance by the Committee.  A donor may wish to 'have his or her gift maintained in a a separate account, bearing a specific name, the income used or accumulated, and the income applied for a specific purpose.  To the extent the donor and the Committee agree on any such restrictions, the donor;s wishes will be carried out.  If the Committee at any time determines that the use of the donor's gift is illegal, incapable of fulfillment, or contrary to the donor;s express or implied intent, the Committee shall consult with the donor as to his or her wishes as to changes in the use of the gift, or, if the donor is dead or legally incapacitated, the Committee may, by a two-thirds (2/3) vote, make such changes as will, in its judgment, achieve the donor's presumed intent, so long as it is within the purpose of the endowment program, as set forth in Paragraph A of this policy.

F.     AMENDING THE FUND  

This Fund policy may be amended only by a two-thirds vote of the members of the Eliot Church present at a meeting.  The church members must be notified reasonably in advance of the meeting and be informed of the nature of the amendment to be voted on.  Since it is the intent of the congregation of the Eliot Church in creating The fund to set aside assets and use only the income from such assets, any amendment to this policy which involves the invasion of principal must be approved by a nine-tenths (9/10) vote of the members of the Eliot Church present at a meeting duly called as stated above.

G.     TERMINATION OF THE FUND  

In the event the Eliot Church of South Natick, Massachusetts, ceases to exist either by way of dissolution or merger, the assets of The Fund shall be transferred or disposed of at the discretion of the Committee in conformity with the by-laws of the Eliot Church.  Consultation with affiliated denominations may be desirable for continuation of The Fund.

3/22/97