The following are the By-Laws of Paint Branch Unitarian Universalist Church as of 4/3/2006.

I.

ORGANIZATION: In addition to the organization provided for in the articles of incorporation, there shall be a secretary, assistant secretary, treasurer, assistant treasurer, school of religion, and such other instrumentalities as the trustees shall authorize. 

II.

SECRETARY AND ASSISTANT SECRETARY AND TREASURER AND Assistant TREASURER: The secretary, the assistant secretary, the treasurer, and the assistant treasurer shall each be appointed by the trustees by majority vote for a term of one year. Each officer may be reappointed an unlimited number of times. The term shall begin as of the date of appointment. The trustees shall appoint each officer when a vacancy has occurred. The trustees, by majority vote, may at any time remove any said officer for cause.

Any vacancy in the office of the secretary, the assistant secretary, the treasurer, or the assistant treasurer shall be filled by election by the trustees for the remainder of the unexpired term. 

III.

SECRETARY DUTIES: The secretary shall record the proceedings of all meetings of the congregation and of the trustees in the record book referred to in paragraph IV of the articles of incorporation, certify the list of members qualified to vote at each congregation meeting and preserve a copy of the same with the minutes of the meeting; cause to be maintained a list of members of the congregation with their current addresses for use as referred to in paragraph III, 9 (2) of the articles of incorporation and in paragraph VII of these by-laws; preserve an account of whatever may be of general interest in the history of the church.

At the conclusion of the term of office, the secretary shall promptly turn over to the successor all records of the church for which the secretary is responsible and certify to the successor that they are correct and in proper order, which certificate shall be preserved in the records. 

IV.

TREASURER’S AND ASSISTANT TREASURER’S DUTIES: The treasurer under the direction of the trustees, shall: be responsible for the receipt and safekeeping of the funds of the church and their proper disbursement; keep an accurate financial account; render a report for the fiscal year to the congregation no more than 60 days after the end of the fiscal year; render special reports to the trustees as requested; and perform all other duties customary to that office.

The assistant treasurer shall assist the treasurer with duties pertaining to the receipt, safekeeping, and proper disbursement of the funds of the church and in keeping an accurate financial count of such funds.

The treasurer and assistant treasurer shall give bond in form and account satisfactory to the trustees.

With the authorization of the trustees, departments, organizations, and instrumentalities may keep their own funds and accounts provided that no more than 30 days after the end of the fiscal year each department, organization and instrumentality shall make a report to the treasurer of all of its receipts and disbursements during the fiscal year.

At the conclusion of the term of office the treasurer shall turn over to the successor all funds of the church in custody, all records pertaining thereto, and shall account to the successor for all receipts and disbursements since the date of the last financial report accepted by the congregation. 

V.

THE MINISTER: Pursuant to section 251 of article 23 of the Annotated Code of the General Public Laws of Maryland (Flack 1951); the minister for the time being, or senior minister when there are more than one, shall always, in virtue of that ministry, be a member of the trustees, in addition to those prescribed in paragraph III, 7, of the articles of incorporation.

The minister shall be chosen by ballot at a meeting of the congregation and a majority of the votes cast shall constitute a choice, provided, however, that notice of the proposed choice shall have been included in the notice of the meeting, whether annual or other, shall have been given in the manner provided in paragraph III, 9, (2) of the Articles of Incorporation.

The minister may sever connection with the church by three months notice in writing to the trustees, and the congregation may do so by resolution adopted by a majority of the votes cast by ballot in a meeting whereof notice has been given as provided for in the case of choice of a minister, subject to the payment of three months salary.

Nothing herein shall be construed to prevent termination of the connection by mutual consent of the minister and the trustees upon such terms as they may agree upon.

The minister’s salary shall be fixed by the trustees. 

VIa.

MEMBERSHIP QUALIFICATIONS: Those persons who have met the qualifications as set forth in the articles of incorporation shall be considered members of the congregation. The following procedures shall be used to remove persons from the membership rolls:

1. AUTOMATIC REMOVAL: Persons shall be removed from the membership roll for reasons of death or formal resignation in writing.
2. INACTIVE LIST: Persons who (a) have not engaged in the activities of the congregation for over one year, and (b) have not made any identifiable financial contribution to the church in that period, or (c) who so request in writing shall be placed on the “inactive list,” and all voting privileges withdrawn. Said list is to be approved by the trustees at least annually. Notification in writing shall be attempted immediately to all such persons, stating their placement on the “inactive list,” effective 30 days after board approval, unless they otherwise state in writing their intention to become “active” by meeting one of the membership requirements. Said persons are to be listed in the church directory under a separate “inactive” category.
3. REVIEW AND REMOVAL: Annually the trustees shall review the names of persons who have been on the “inactive list.” For those persons the board deems should be removed from membership, a reasonable attempt shall he made immediately to notify them in writing of their removal effective 30 days after this board action. Inactive members who state in writing their desire and intention to return to active membership shall be returned to full voting privileges, effective upon receipt by the secretary of the congregation of their letter of intention.

VIb.

VOTING QUALIFICATIONS: The secretary shall have prepared a list of all the duly recorded active members of the congregation, exclusive of the above “inactive” ones, as of fourteen days prior to any congregational meeting. Only such persons who were members on such date shall be entitled to vote in the meeting. 

VII.

CONGREGATION MEETINGS: Annual meeting of the congregation shall be held as provided in the articles of incorporation. Other meetings of the congregation may be called by the trustees, and shall be called by them on the written request of one-tenth, or fifteen, whichever is more, of the members qualified to vote at the last preceding annual meeting. Notice of the time and place of such meeting and business proposed to be transacted thereat shall be given as prescribed for the meetings provided for in paragraph III, 9 (2) of the articles of incorporation. One-tenth of the members entitled to vote at any such meeting but not less than thirty, shall be necessary to a quorum. A member who will be absent from the meeting and wishes to vote may notify the secretary in writing in advance of the meeting of such intent and may appoint another member to vote as proxy. A member may serve as proxy for only one other member at that meeting. The secretary must have the name of the member holding the proxy.

The trustees by majority vote may require a higher quorum, consisting of up to thirty percent of the members qualified to vote.

A reasonably convenient means shall be provided whereby any interested person may determine in advance or at the meeting who the qualified voters are, from a list certified by the secretary as provided in paragraph III of these by-laws.

No inadvertent irregularity in listing the qualified voters or in enabling any interested person to determine who the qualified voters are shall invalidate any action taken at any annual or other meeting of the congregation.

The notice of the annual meeting provided for in paragraph III, 6, of the articles of incorporation need not set forth the business proposed to be transacted at such meeting, except: (1) amendment of the articles of incorporation (par. III, 9, of the articles); (2) removal of a trustee (par. III, 7, of the articles); (3) removal of the secretary or the assistant secretary or of the treasurer or the assistant treasurer (par. II, above); (4) choice of a minister or severance of the minister’s connection (par. V, above), and (5) amendment of by-laws (par. IX below). In order that any business of the five enumerated kinds may be transacted at an annual meeting, notice of that business must be given as prescribed in paragraph III, 9 (2) of the articles, in addition to notice of the meeting being given as provided in paragraph III, 6, thereof. 

VIII.

TRUSTEES: The trustees shall provide by resolution for the time and place of any regular meeting, the method of calling special meetings, and fix the quorum necessary for the conduct of business.

The record of each meeting of the trustees shall show: (1) whether it is a regular or called meeting and if a called meeting, shall show how called and (2) who were present.

The trustees may by resolution provide such other rules for the conduct of their business as they shall see fit, subject to the provisions of the articles of incorporation and these by-1aws.

The trustees may by resolution adopt or alter a corporate seal and fix or alter the form thereof.

The trustees shall as part of their duties and responsibilities obtain annually an independent review of the treasurers’ books, and an executive summary of this report shall be included in the Annual Report. 

IX.

NOMINATING COMMITTEE. At each annual meeting members shall be elected to the Nominating Committee, the function of which shall be to nominate members to fill vacant Board of Trustees and Nominating Committee positions, for consideration by the church membership at the next annual meeting. If a vacancy occurs on the Board of Trustees or Nominating Committee before the expiration of the term for which that member was elected, this Nominating Committee shall then present candidates for selection by the board in the manner provided in paragraph 2, article II, of these by-laws; and paragraph 4, section 7, article III of the articles of incorporation.

This nominating committee shall be composed of four members. The term for Nominating Committee members shall be two years from July 1st of the year in which they are elected through June 30th of the second year following their starting date. In order to maintain continuity from year to year, the terms for two of the four members will expire each year, leaving two members to continue committee work into the next church year alongside newly elected members. In the event of vacancies occurring on the nominating committee, the vacancies shall be filled by appointment by the Board of Trustees.

Nominating Committee members must be chosen from members of the congregation who are entitled to vote. 

X.

INSTRUMENTALITIES OF THE CHURCH: All organizations and instrumentalities of the church and functioning in the name of the church shall do so at the pleasure and discretion of the board of trustees. An organization desiring such recognition as an instrumentality of the church shall submit to the board it proposed by-laws or a statement of purpose for approval by the board. 

XI.

AMENDMENTS: These by-laws may be amended or repealed by a majority of the votes cast by ballot at any meeting of the congregation, provided notice thereof has been given as provided for in the case of amendment of the articles of incorporation (par III, 9 (2) of the articles of incorporation. 

XII.

RECORDING: These by-laws and all amendments or repeals thereof shall be entered in the record book referred to in paragraph IV of the articles of incorporation, immediately following the articles.

A copy of sections 248-259 and 265 of article 23 of the Annotated Code of the General Public Laws of Maryland (Flack, 1951) shall be similarly entered following the by-laws.

NOTE: Add here pages 5, 6, 7, and 8 of the old By-Laws dated August 21, 1978, which include Portions of Article 23, Sections 248-259 and 265 of the Annotated Code.

NOTE: These By-Laws contain all changes made up and including the Annual Congregational Meeting of April 1978. The changes indicated will be voted on at the annual Meeting, April 23, 1989.

April 21, 1989.