Church Governance

Nine trustees serve three-year terms on the church’s board; each year, three cycle off and another three are elected in their place. The trustees represent the congregation.

Six officers are elected each year to fill functions necessary to smooth operation of the church: a moderator, a treasurer and assistant treasurer, a secretary and assistant secretary, and a membership secretary.

The Church Council is the collection of all lay leaders of the church, including representatives from all of the church’s ministries and groups. The Council meets twice each year to check in, learn from each other, and explore aspects of church governance.

The LDNC comprised 15 members (five cycling on and off each year) who identify and recruit lay leaders to serve as trustees and officers. The LDNC also runs the church’s Leadership Development class, which trains future leaders. Read more here.

The CRR, using the church’s Covenant of Right Relations as its foundational document, deals with conflicts with the congregation and between congregation and staff. Read about Right Relations here.

Once each year, the congregation gathers to hear a report on the state of the church, elect new trustees and officers, and approve next year’s budget. They may also vote on bylaws changes and other matters concerning the governance of the church. 

(Last Revised – December 2018)

Contents

ARTICLE I. Name of the Church 

ARTICLE II. Purpose

ARTICLE III. Denominational Affiliation

ARTICLE IV. Church Membership

ARTICLE V. Qualification of Voters

ARTICLE VI. Church Meetings

ARTICLE VII. Board of Trustees

ARTICLE VIII. Officers of the Church

ARTICLE IX. The Senior Minister and Church Staff

ARTICLE X. Committees

ARTICLE XI. Church Organizations and Activities

ARTICLE XII. Nominations and Elections

ARTICLE XIII. Fiscal Provisions

ARTICLE XIV. Sponsorship and Ordination

ARTICLE XV. Dissolution

ARTICLE XVI. Parliamentary Authority

ARTICLE XVII. Indemnification

ARTICLE XVIII. Amendments to the Bylaws

ARTICLE I. Name of the Church

The First Unitarian Church of Washington, D.C., shall be known as “All Souls Church, Washington, D.C.,” referred to herein as “the Church.” For denominational identification, it may be called “All Souls Church, Unitarian.”

ARTICLE II. Purpose

Section 1. The purpose of this Church is captured by the mission statement adopted by the congregation in 2002: “to create a diverse, spirit-growing, justice-seeking community that transforms ourselves and our world into one great family of all souls.” This statement shall be complemented by specific goals adopted periodically by the congregation, on recommendation of the Board of Trustees.

Section 2. The Church subscribes to the stated purposes and principles of the Unitarian Universalist Association, specifically to further recognition of the inherent dignity and worth of all people, individual freedom of belief, discipleship to advancing truth, the democratic process in human relations, respect

for the interdependent web of all existence, and allegiance to the cause of a world community undivided by nation, race, economic class, creed, gender, affectional or sexual orientation.

Section 3. The Church recognizes that its organization is congregational in tradition and policy. As the elected representatives of the congregation, the Board of Trustees shall be responsible for proposing goals, establishing policies, and monitoring their implementation. The Senior Minister, called by the congregation, shall be responsible for coordinating the implementation of those goals and policies in a spirit of shared ministry.

Section 4. The Church explicitly commits to eliminating racism and promoting genuine multicultural integration/collaboration in its membership, its organization, and its activities.

ARTICLE III. Denominational Affiliation

The Church shall be a member of the Unitarian Universalist Association and the appropriate local and regional affiliates and shall recognize its responsibilities of fellowship in these entities.

ARTICLE IV. Church Membership

Section 1. All persons who are members of the Church on the adoption of these Bylaws, or who thereafter sign its Membership Roll and maintain a continuing interest in its worship and work, shall constitute its membership. No doctrinal test shall be required. Membership shall be open to anyone who:

• is at least sixteen years of age or has completed UU Rites of Passage;
• has participated in some form of new member orientation, including discussion of All Souls’ Mission and Goals statements, and
• is prepared to make a financial contribution to the Church and participate, as able, in its

Section 2. The Membership Secretary, subject to the exception in Section 3, shall inquire of members not known to have been active in the Church or to have contributed to its support for a period of two years as to their desire to continue as members.

Members who cannot be reached or who do not respond to written or oral communication after a 60-day period shall be considered to have withdrawn from membership but shall be reinstated upon request.

Section 3. The Membership Secretary may continue the membership status of persons who have been members of the Church for an extended period of time and who, due to advanced age or disability, are no longer able to participate actively in the affairs and services of the Church. The Membership Secretary shall report to the Board of Trustees the names of those to whom this privilege is extended.

ARTICLE V. Qualification of Voters

Section 1. At meetings of the Church the right to vote may be exercised by each member present who  has been a member for at least thirty days and has made a financial contribution of record to the Church in the previous fifteen months.

Section 2. A list of members entitled to vote shall be prepared by the Membership Secretary as of the start of each fiscal year and shall be available for inspection in the Church at all times. A list of members entitled to vote at any Church meeting shall be prepared as of the date of mailing of any notice of meeting.

ARTICLE VI. Church Meetings

Section 1. There shall be an Annual Meeting of the Church no more than 45 days and no less than 21 days before the start of the Church’s fiscal year. At the Annual Meeting:

• Trustees, a Secretary, a Treasurer, an Assistant Secretary, an Assistant Treasurer, a Moderator, a Membership Secretary, and members of the Leadership Development and Nominating Committee (LDNC) shall be elected from the membership;
• the annual budget for the following fiscal year shall be approved; and
• any other business may be

Notice of the Annual Meeting and its agenda as approved by the Board of Trustees shall be sent to all members of the Church, by either first-class mail or electronic communication, not later than two weeks before the meeting. The LDNC shall -be responsible for all matters related to elections of church officers and trustees up to the respective congregational meeting.

Section 2. Special Meetings may be called at any time by the Board of Trustees or may be called at the written request of at least one-tenth of the members, provided that written notice stating the business  to be transacted (as specified by the Board of Trustees or the written request, respectively) shall be sent by either first-class mail or electronic communication to each member at least two weeks in advance. No business shall be transacted at a Special Meeting other than that for which it is called.

Section 3. At any meeting of the Church, one-tenth of the members entitled to vote shall constitute a quorum for the transaction of business. No proxies shall be recognized.

Section 4. Childcare shall be provided at each Annual Meeting and Special Meeting with notice to the congregation, in advance of the meeting, as to the location and ages for which childcare will be provided during the meeting.

ARTICLE VII. Board of Trustees

Section 1. Authority: Supervision and direction of the affairs of the Church shall be vested in a board of nine directors, herein referred to as Trustees, with a particular focus on policy development and oversight.

Section 2. Election: At each Annual Meeting of the Church, three members shall be elected to serve as Trustees for terms of three years each, and no Trustee shall be eligible for re-election for a period of one year after the expiration of his or her term of office; provided, however, that a Trustee elected or appointed for a term of one year or less shall be eligible, upon the expiration of that term, for election or re-election to a term not exceeding three years.

Section 3. Governance: The Board shall elect its President and Vice President(s) from its own membership, and make such other rules for its own governance, as it may deem advisable. Such rules shall be available for inspection by the congregation. The President shall preside at all meetings of the Board of Trustees, shall represent the Church on all appropriate occasions, and shall be an ex officio member, without vote, of all Board-appointed committees of the Church. The Vice President(s) shall act in the place of the President during the latter’s absence and perform such other duties as the President delegates.

Section 4. Vacancy and Removal.

• If any Trustee is absent from three consecutive regularly scheduled monthly meetings in the course of a year for reasons that a majority of the Board considers not justifiable or ceases to be a member of the Church, the office of that Trustee shall be treated as vacant and shall be filled by another person in accordance with this
• The Board, by majority vote, has the authority to transmit written notice to an Officer or Trustee stating reasons why the Board is considering suspending the Officer or Ten or more days after such notice is transmitted, the Officer or Trustee shall be suspended for 45 days upon the affirmative vote of at least seven Trustees then in office. The suspension is effective upon transmittal of written notice to the suspended Officer or Trustee.

During the suspension period the Officer or Trustee has the right to present arguments to the Board as to why he or she should remain an Officer or Trustee. After the 45- day suspension, the Officer or Trustee may be permanently removed by the affirmative vote of at least seven Trustees. Such removal is effective upon transmittal of written notice to the removed Officer or Trustee.

Within 90 days of the Board’s decision to remove an Officer or Trustee, a Special Meeting of the Church may be called pursuant to these Bylaws, outlined in Article VI, to re-instate the Officer or Trustee by a majority vote. The Special Meeting will adopt rules ensuring due process during the proceedings for all individuals involved.

• One or more Officers or Trustees may be removed by a vote of the majority of the voting members present at a Special Meeting of the Church called pursuant to these
• The Board of Trustees shall fill any vacancy that may occur in its membership or in the office of the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Moderator, or Membership

Secretary between Annual Meetings, and any person so appointed shall hold office until the next Annual Meeting. At the Annual Meeting, any vacancy on the Board of Trustees shall be filled by election for the remaining year(s) of that term. A Trustee may resign by giving notice to the Secretary. Resignations are effective upon receipt by the Secretary of written notification or a later date if provided in the written notification.

Section 5. The Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Moderator, and Membership Secretary shall be notified of and have the right to participate in all meetings of the Board of Trustees (including those held in executive session), but without the right to vote.

Section 6. The Board of Trustees may appoint such consultants to it and to the Church as may be required.

Section 7. Remote Participation: The Board may adopt rules governing the use of electronic meetings in the conduct of its business, including meetings by teleconference, videoconference, and additional means not specified herein, but may not allow meetings conducted exclusively by email.

ARTICLE VIII. Officers of the Church

Section 1. The officers of the Church shall be:

• Secretary
• Treasurer
• Assistant Secretary
• Assistant Treasurer
• Moderator
• Membership Secretary

Elected by the congregation, the officers shall serve one-year terms in the same officer position, renewable only twice unless the LDNC determines that extenuating circumstances warrant further renewal of one year.

Section 2. The Secretary shall be responsible for keeping the minutes of the Board of Trustees and preserving an account of whatever may be of interest in the history of the Church, recording and ensuring the accessibility of all Church policies, convening the first meeting of the newly elected Board of Trustees and presiding over the election of President and Vice President(s). The Secretary shall also be responsible for receiving and posting the report of the LDNC and the report of the Church Council on nominations to the LDNC.

Section 3. The Treasurer shall be responsible for monitoring the funds of the Church, assuring the safekeeping of the books and records of all financial transactions, and performing the other duties customary to the office. The Treasurer shall be expected to attend Board meetings.

Section 4. The Assistant Secretary shall act in place of the Secretary during the latter’s absence and shall otherwise assist the Secretary in performing the duties of the office. He or she shall assist in assuring that the Church’s official and historical records are preserved and readily accessible and shall take minutes and maintain the membership roster of all meetings of the Church Council. The Assistant Secretary shall also be responsible for convening the first meeting of the LDNC.

Section 5. The Assistant Treasurer shall assist the Treasurer in the performance of the duties of the office.

Section 6. The Moderator shall preside at Annual and Special Meetings of the Church and shall be responsible for meeting preparation and assuring that the proceedings are conducted fairly and in accordance with these Bylaws, giving reasonable opportunity for all members to express their opinions, except for matters relating to the determination of the ballot process for elections which shall be the LDNC’s responsibility. In the event that the Moderator is unable to do so at a particular meeting, a presiding officer shall be elected from the members present at the meeting. The Moderator shall also chair the Church Council.

Section 7. The Membership Secretary shall be responsible for the official roll of the membership of the Church; determine Church membership status as directed in Article IV, above; and maintain an official list of members entitled to vote as directed in Article V, Section 2, above.

Section 8. The Board of Trustees shall have the responsibility for ascertaining that all Officers are performing their duties as prescribed by these Bylaws or by other Church governing documents.

ARTICLE IX. The Senior Minister and Church Staff

Section 1. The Senior Minister and any other called minister shall be chosen by ballot by the members of the Church present in a Special Meeting called for that purpose. A majority of the votes cast shall constitute a choice. The Senior Minister’s salary and conditions of employment shall be determined by the Board of Trustees. The connection between the Senior Minister and the Church may be dissolved by the giving of three months’ notice by either party.

Section 2. The staff of the Church shall be composed of the Senior Minister and such other employees authorized in the budget as may be necessary to manage the Church.

Section 3. The Senior Minister shall be a non-voting ex officio member of the Board of Trustees.

ARTICLE X. Committees

Section 1. To aid the Church in the conduct of its business and other activities, standing committees shall be constituted for continuing fields of Church interest and concern; ad hoc committees may be constituted for more limited purposes.

Section 2. There shall be two categories of committees: Board committees, which advise and assist the Board, and implementing committees, which work collaboratively with the Executive Team to propose operating policies and manage the programs that advance the Church’s goals.

Section 3. Members of Board committees shall be appointed by the Board of Trustees after consulting with continuing members of the committee in question. The members of implementing committees shall be appointed by the Executive Team in collaboration with the relevant committees and other lay leaders who can help recruit suitable candidates. Both the Board and Executive Team should strive to reflect the Church’s diversity in their committee appointments.

Section 4. Committee members shall be expected to serve for a term of three years.

Section 5. Standing committees’ size and mission shall be outlined in writing by the Board (for Board committees) or by the Executive Team (for implementing committees), working in collaboration with the respective committees.

Section 6. Ad hoc committees shall be dissolved when their purposes are fulfilled, in the judgment of the Board (for Board committees) or the Executive Team (for implementing committees).

Section 7. Each committee shall elect its presiding officer annually from among its members and constitute and elect such other officers as may be required. Committee chairs must be members of the Church. In constituting an ad hoc Board committee, the Board of Trustees shall designate a convener. In constituting an ad hoc implementing committee, the Executive Team shall designate a convener.

Section 8. The Church Council shall be composed of the chairs of all standing committees and ad hoc committees, leaders of Church organizations and activities, and the officers of the Church. Its role shall be to share information, coordinate programs, broaden lay leadership, and advise the Executive Team and the Board of Trustees. It shall act as the committee to nominate the LDNC. The Moderator shall be the Council’s chair.

ARTICLE XI. Church Organizations and Activities

Section 1. Members and friends of the Church are encouraged to participate in Church organizations and activities to advance the Mission and Goals of the Church and for their mutual interest and fellowship.

Church members may form organizations for social, educational, spiritual, or advocacy purposes.

Section 2. Church organizations may constitute and elect their own officers, a majority of whom shall be members of the Church, and may determine their own programs without restriction when such programs are not inconsistent with the policies of the Church and further its Mission and Goals.

Section 3. Innovation and creativity shall be encouraged, but Church organizations and activities, unless separately incorporated, shall operate as units of All Souls Church, Unitarian, and shall be subject to the policies and controls of the church, including, but not limited to, budgeting, record-keeping, contracts, membership recruitment, and fundraising. In the case of separately-incorporated organizations, the Executive Team shall determine what information, if any, must be reported to the Church for legal, financial, or other purposes.

ARTICLE XII. Nominations and Elections

Section 1. Committee Establishment and Purpose: There shall be a Leadership Development and Nominating Committee (LDNC). The LDNC shall oversee leadership development programs and conduct the search and nomination process for Trustees and Officers.

Section 2. Composition: The LDNC shall be composed of 15 persons with staggered terms. At least five nominations to the LDNC shall be made and reported to the Secretary each year by the Church Council not later than six weeks before the Annual Meeting of the Church. At each Annual Meeting of the Church, therefore, five new LDNC members shall be elected to serve three-year terms. There shall be no ex officio members. The Committee shall use its best efforts to fill by appointment any vacancy in its membership occurring between Annual Meetings of the Church. The Assistant Secretary, or other designee, shall promptly convene the first meeting of the LDNC, at which time the Committee shall organize itself in order to fulfill its responsibilities in a timely fashion. The LDNC is accountable only to the congregation, although it is encouraged to confer with the Board of Trustees and the Executive Team.

Section 3. Duties: The LDNC shall engage in the following:

• Managing the process for nominating individuals for election as Trustees or Officers;
• Working with the Church Council, Board, and Executive Team to identify leadership gaps and recruit new and emerging leaders; and
• Cultivating and developing new lay leaders by, among other things, providing training, workshops, and individual

Section 4. LDNC Nomination Process: The LDNC shall submit a report to the Secretary, not later than six weeks before the Annual Meeting of the Church, nominating one or more members of the Church for election to each vacancy on the Board of Trustees and to the offices of Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Moderator, and Membership Secretary. The decision about the number of candidates to nominate for each position, one or more, shall be the LDNC’s decision. A quorum of at least two-thirds of LDNC members is necessary to decide on the number of candidates to nominate for each position and to decide to nominate a particular individual as a candidate. The LDNC shall strive to present a slate of candidates that reflects the diversity and pluralism to which the Church aspires.

Section 5. Election Process:

• Additional nominations may also be made by petition signed by at least twenty members and filed with the Secretary at or before the Annual Also, additional nominations for all offices and for the LDNC may be made from the floor at the Annual Meeting by a voting member of the Church. Such nominations shall require a second by three other voting members.
• Promptly upon the receipt thereof, the Secretary shall cause to be posted conspicuously in the Church the reports of the LDNC and of the Church Council and all nominations made by petition until the Annual Meeting and to send the reports and petition nominations to all members of the Church by the method described in Article
• Election to the Board of Trustees, to the offices of the Church, and to the LDNC shall be by However, if there is but one nominee for an office, voting for that office may be by voice.
• The newly elected Trustees, Officers, and members of the LDNC shall take office immediately following the Annual

ARTICLE XIII. Fiscal Provisions

Section 1. The fiscal year of the Church shall be from January 1 through December 31.

Section 2. The Board of Trustees, in advance of the Annual Meeting of the Church, shall cause to be prepared a budget for the ensuing year, based on anticipated availability of funds and relative priority and importance of Church programs and financial needs.

Before the last regular Board meeting prior to a congregational meeting at which a proposed budget will be voted, the Board shall hold one or more congregational budget hearings.

Section 3. There shall be an annual canvass for pledges, unless otherwise determined by the Board of Trustees.

Section 4. After the adoption of the budget, the Board of Trustees in office during the fiscal year covered by the budget shall have the responsibility of adjusting the budget to conform as nearly as possible to the funds actually received.

Section 5. Any expenditure of endowment funds shall require a recorded vote of the Board of Trustees. This authority may not be delegated.

Section 6. Annual fiscal reports shall be prepared and made available to the congregation not later than ninety days after the close of the fiscal year.

ARTICLE XIV. Sponsorship and Ordination

Section 1. Sponsorship of a person to become a Minister within the Unitarian Universalist Association shall be determined by a majority vote of the Board of Trustees.

Section 2. A person may be ordained by the Church at a specially announced service after approval by a majority vote of the Board of Trustees and of a meeting of the congregation. Notification of a vote on ordination must be provided to members, in writing, at least two weeks in advance by newsletter, mailing, or electronic communication.

ARTICLE XV. Dissolution

In case of dissolution of the Church, all of its property, real and personal, after paying all just claims upon it, shall be conveyed to and vested in the Unitarian Universalist Association or its legal successor, and the Board of Trustees of the Church shall perform all actions necessary to effectuate such conveyance.

ARTICLE XVI. Parliamentary Authority

Section 1. The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, as approved by the Robert’s Rules Association, shall govern the Church in all cases in which they are applicable and in which they are not inconsistent with these Bylaws or special rules of order of the Church.

Section 2. The Moderator of any Annual or Special Meeting of the Church may appoint a parliamentarian.

ARTICLE XVII. Indemnification

The Church shall indemnify its Trustees, Officers, and Executive Team to the fullest extent permitted by the laws of the District of Columbia and shall purchase and maintain insurance on their behalf.

ARTICLE XVIII. Amendments to the Bylaws

These Bylaws may be amended at any Annual or Special Meeting of the Church by a two- thirds vote, provided that any amendment proposed has been either approved by the Board of Trustees or sponsored by at least twenty members and that a copy thereof has been sent by either first-class mail or electronic communication to each member at least two weeks in advance of the meeting.