Why Amend the Bylaws?

Bylaws amendedAt the Annual Meeting June 10th, Members will vote on Bylaw amendments proposed unanimously by the Board of Trustees. The Board thinks/hopes that these are uncontroversial updates,… but that is up to the Congregation to decide!

Please leave a comment or contact a Trustee if you have questions or an opinion to share.

What’s Being Changed?

Five Bylaw sections are up for change. The details of the changes are in this PDF document. The paragraphs below discuss why the Board is proposing the amendments.

Two amendments remove old or unused sections:

Proposal to delete Article II, Section B, Paragraph 2, deleting the formal description of a “friend” of the Society. This category has never been used and confuses people who use the common‐English term “friend” when describing their relationship to the community.

This section was added maybe 15 years ago and the motivation is not clearly recorded. I think the membership numbers were declining over time, and some people speculated that modern people didn’t want to commit and call themselves “members” of a church. So we gave them a way of being officially affiliated but having no responsibility of coming to meetings or doing organizational work.

In any event, there is no record of anyone signing up to be a friend in the 15 or more years this paragraph has existed. Moreover, we use the term “friend” as common English-language word when we talk about friends of the Society. None of the people we call “friends” have gone through the formal friending process described in the Bylaws.

Since the “friend” section has not been used and conflicts with plain English, the Board recommends its deletion.

Proposal to amend Article IV Section A to remove language put into the Bylaws in 2008 to describe how the number of Trustees would be gradually reduced from 12 to the current 9.

The Bylaws describe how we were cutting the number of Trustees from 12 in 2009 to 9 in 2010. This language is not needed in 2018.

Two proposed amendments update the Bylaws to match what actually has been happening.

Proposal to amend Article IV Section D Paragraph 1 to allow the Board of Trustees to lease rooms for 5 years (instead of 1) before requiring a vote of the Membership and also to allow Trustees to sell property received as part of a bequest.

The Bylaws were written to keep the Board from selling the church or renting it long-term in a way which would change the nature of the property. However, they weren’t meant to keep the Board from selling property that was willed to the Society, and this change clarifies that intent. In addition, staff has regularly negotiated five-year leases with the Montessori School for weekday use of the school space. Five years is a commercially reasonable term, and the Board would like the authority to renew such leases in the future without calling a special voting meeting of the membership.

Proposal to amend Article IV Section D Paragraph 5 to delete the 2% maximum deviation in a budget category the Board is allowed to authorize while maintaining the overall 5% cap in expense deviation.

This section of the Bylaws that requires a meeting of the membership if any budget category deviated by 2% was written in the 1980s in a moment of distrust of the then-Senior Minister. The majority of the members then wanted to specify details of the budget down to the staff titles and pay, among other low-level decisions.

In recent years, the Board has wrestled to come up with a reasonable interpretation of this Bylaw clause. A strict reading of the clause might require that the membership approve the minister’s mid-year decision to hire an employee to clean the center employ a cleaning service (staff salaries/benefits) instead of using a planned cleaning service (building expenses). The amount of money spent on cleaning could be exactly the same, but the categories are different and the membership would have to be called to approve the overrun in the staff salaries category.

The Board believes that requiring a meeting if overall expenses are more than 5% above budget is reasonable. But we think that the 2% per category rule is “scar tissue” from past fights which isn’t helpful.

A final amendment reinstates and makes permanent a requirement that we build up our operating reserve.

Proposal to amend Article IV, Section D, Paragraph 7 to reinstate a requirement that bequests not restricted by the donor be used to build up the Operating Reserve balance to a level of 1/2 of the annual operating budget:

For many years the Bylaws required that unrestricted gifts to the Society be allocated first to the Operating Reserve, the “rainy day” fund that would let us operate for six months after an earthquake or other disaster. That Bylaw provision included words that deleted the clause from the Bylaws once the six-month reserve level was achieved.

We achieved six months reserve several years ago, and so the Bylaw requirement self deleted!

Then this year we used almost half of the reserve to cover operating deficit. At the Congregational Meeting called to discuss the FY2018 deficit, Kathleen Quenneville suggested that the Bylaws should provide for refunding the Operating Reserve whenever it dips below the level of 1/2 of the annual operating budget. Members at the meeting were supportive of reinstating the Bylaw provision to fund the Operating Reserve, and the Board added this amendment to the list of proposed Bylaw changes.

 

About Galen Workman

Galen has been a member since 1982. He most recently served on the Board from 2013 - 2018 and as Moderator from 2017-2018. He is also a member of the board of the Hinckley Fund. He has been Moderator, Assistant Moderator, Secretary, and Treasurer of the Board, on a ministerial search committee, active in social justice activities, and on the Nominating Committee. Galen is married and spends time away from church showing his dachshunds and squaredancing.
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