BY-LAWS

of

Circle Unitarian-Universalist Fellowship, Inc.

The principal office of the corporation in the State of Indiana shall be located in the City of Indianapolis, County of Marion. The corporation may have such other offices, either within or without the State of Indiana, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

The corporation shall have and continuously maintain in the State of Indiana a registered office, and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal office in  the State of Indiana, and the address of the registered office may be changed from time to time by the Board of Directors.

Article II.
Members

Section 1. Classes of Members. There shall be no classes or division of membership.

Section 2. Election of Members. Members shall be elected upon their own initiative by the signing of a membership book, the only pledge being required of the member is that he support the organization with his interest.

Section 3. Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members.

Section 4. Termination of Membership. Any member who has joined another church will be assumed to have resigned, unless the member notifies the board in writing that the member wishes to remain an active member. Additionally from time to time the Board of Directors shall review the Fellowship membership list. Those members shall be noted who have been absent from any and all Fellowship functions for a preceding period not less than one calendar year and who have made no contribution, financial or otherwise, to the Fellowship during that time. Those members so noted shall be contacted either personally or by mail if their whereabouts is known, inquiring of their continued interest in the Fellowship. If there is an indication of disinterest or lack of response, the Board of Directors may then take appropriate steps to terminate said membership.

Section 5. Resignation. Any member may resign by filing a written resignation with the Secretary.

Section 6. Reinstatement. A member may reinstate his membership simply by signing the membership book.

Section 7. Transfer of Membership. Membership in this corporation is not transferable or assignable.

 

Article III.
Meetings of Members

Section 1. Annual Meeting. An annual meeting of the members shall be held at Indianapolis, Indiana, on the first Sunday in the month of May, in each year, beginning with the year 1971 immediately after the service, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Indiana, such meeting shall be held on the next succeeding Sunday. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at an adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.

Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than two percent of the members.

Section 3. Place of Meeting. The Board of Directors may designate any place either within or without the State of Indiana, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Indiana; but if all of the members shall meet at any time and place, either within or without the State of Indiana, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such a meeting any corporate action may be taken.

Section 4. Notice of Meeting. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail, to each member entitled to vote at such meeting, not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

Section 5. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members with respect to the subject matter thereof.

Section 6. Quorum. The members holding thirty percent of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Article IV.
Board of Directors

Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors. Directors need not be residents of Indiana but must be members of the corporation.

Section 2. Number, Tenure and Qualifications. The number of Directors shall be nine. Three Directors shall be elected for three year terms with the three year terms staggered. At the annual meeting in May, 1981, there shall be elected one director to serve a three year term, one director to serve a two year term, and one director to serve a one year term. The terms shall begin June 1, 1981. The balance of the Board of Directors shall be elected under Article V.

Section 3. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this by-law, immediately after, and at the same place as the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Indiana, for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State, as the place for holding any special meeting of the Board called by them.

Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least four days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the  meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for a period extending to the next annual Fellowship meeting at which time the Fellowship members shall elect a successor for the unexpired term of the office.

Section 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at such regular or special meetings of the Board; but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

Section 10. Meetings. All meetings of the Board of Directors shall be open to all members of the corporation.

Article V.
Officers

Section 1. Officers compose balance of Board of Directors. The six officers elected under this article shall constitute the balance of the Board of Directors bringing the number on the Board of Directors to nine.

Section 2. Officers. The officers of the corporation shall be President, Vice President, Secretary, Treasurer, Religious Education Director, and Program Chairman. No person may hold more than one office.

Section 3. Election and Term of Office. The members of the corporation shall elect the officers at the annual meeting beginning with the annual meeting in May, 1981. These six persons shall serve the dual role as officers and Board of Directors. Persons elected to the Board of Directors under Article IV cannot be elected as officers.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The President shall be the principal executive officer of the corporation and shall also be chairman of the Board of Directors. As chairman of the Board of Directors the president shall preside over all meeting of the Board of Directors. As president of the Board of Directors the president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He may sign with the secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 7. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such bank, trust companies, or other depositories and shall be selected in accordance with the provisions of Article VII of these by-laws; and in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions the of these by-laws or a required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions these by-laws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Article VI.
Committees
 

Section 1. Committee of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law.

Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and President of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.

Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be soon terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.

Article VII.
Contracts, Checks, Deposits and Funds
 

Section 1.  Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section. 2. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice President of the corporation.

Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or device for general purposes or for any special purpose of the corporation.

Article VIII.
Books and Records

The corporation shall keep correct and complete books, records, correspondence files and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

Article IX.
Fiscal Year

The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year. The President shall, at the close of each fiscal year appoint a qualified and disinterested party to audit the Fellowship records of account and report the findings of said audit to the Board of Directors.

Article X.
Waiver of Notice

Whenever any notice is required to be given under the provisions of the Non-Profit Corporation Act of Indiana or under the provisions of the articles of incorporation or the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XI.
Amendments to By-Laws

These by-laws may be amended by a majority of the members of the Fellowship present at any regular meeting or at any special meeting, if at least ten day written notice is given.

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Know all men by these presents: That the undersigned Secretary of the corporation known as the Circle Unitarian Universalist Fellowship, Inc., does hereby certify that the above and foregoing by-laws were duly adopted by the members of said corporation, as the by-laws of the corporation on the 26th day of January, 1971, amended on the 3rd of May, 1981, again on the 3rd of May 1987, the 20th of October, 1996, and the 5tth of May, 2002, and that they do now constitute the by-laws of the corporation.

Attest



Richard R. Patterson,
Secretary