Board of Trustees and Bylaws
President, Stephen Braun
Vice-President: Alynne Hanford
Treasurer: Tracey Anderton
Secretary: Lilybet Wasson
Member At-Large: Matthew Trescher
Pathways Church Bylaws
Amended and Accepted by the Congregation on May 22, 2022
Article I: Name
The name of this organization shall be Pathways Church, doing business as Pathways Unitarian
Universalist Church, incorporated under the laws of the State of Texas, and pursuant to the provisions of Article 9.01 of the Texas Non-Profit Corporation Act.
Article II: Mission and Vision
Mission: To build a spiritual community that changes lives through acts of compassion, service, love, and justice.
Vision: We aim to be a thriving voice for Unitarian Universalist values in Northeast Tarrant County with inclusive, intergenerational programs.
Article III: Denominational Affiliation
Pathways Church shall be a member in good standing of the Unitarian Universalist Association (UUA), North Texas Unitarian Universalist Congregations (NTUUC), and the UUA Southern Region. Pathways Church is officially recognized as a Welcoming Congregation and Freethinker Friendly, as defined by UUA. As such, Pathways Church promotes the full participation of persons in all its activities and in the full range of human endeavor without regard to race, color, gender, gender identity, disability, affectional or sexual orientation, age, or national origin and without requiring adherence to any particular interpretation of religion or to any particular religious belief or creed.
Article IV: Members of the Congregation
Section 1: Eligibility
Individuals who satisfy all of the following conditions may become members: They (1) are in alignment with the Church’s DNA (as defined in the Policy and Procedures Manual); (2) attend a new member orientation class as designated or waived by the Minister or the board; (3) make a financial pledge or submit a completed application for a pledge waiver; (4) sign the membership book, and (5) make a recorded pledge or receive a waiver annually thereafter and remit all or part of their pledge. No test of creed, faith, national origin, race or color, gender or gender identity, sexual or affectional orientation, physical ability, or other similar test shall be imposed as a condition of membership.
Section 2: Voting Member
A voting member is any person who has attained the age of 16 years and has become a member of the Church and has been a member for at least 30 days (unless waived with prior Board approval). A Friend is defined as a person who attends regularly and who makes regular contributions to the church but who has not signed the membership book and who therefore cannot vote.
Section 3: Removal
A member shall be removed from membership upon his or her death, by written request, or by majority vote of the Board of Trustees should the member move away from the service area of the church, or cannot be located, or any other just cause.
Section 4: Reinstatement
A removed member may be reinstated upon written request, subject to Board approval and any fair and reasonable conditions specified by the Board.
Section 5: Designation of Membership
A list of eligible voters, certified by the Secretary, shall be made available to the membership at least fourteen (14) days prior to any Congregational meeting where issues or candidates for election may be voted upon. Any member omitted from such a list may request designation as a voting member in such manner as may be established by the Board of Trustees.
Article V: Board of Trustees
Section 1: Composition of the Board
The governing body of the Church shall consist of a Board of Trustees, elected by the
Congregation to carry out fiduciary and strategic planning responsibilities. If there is a Minister, he/she is ex officio and non-voting.
Section 2: Membership
There shall be a Board of Trustees consisting of five (5) to nine (9) members. A member becomes eligible to serve on the Board of Trustees only after having been a member at least six (6) months. At the Annual Meeting of the Congregation, Trustees shall be elected to serve full three-year terms to replace the Trustees whose terms are expiring at the end of the current fiscal year. Newly elected Trustees shall take office at the beginning of the fiscal year following their election and shall serve until the end of their terms or until their successors are elected.
Section 3: Meetings of the Board of Trustees
The Board of Trustees shall hold such meetings as it deems advisable. A quorum shall consist of a majority of current board members. Meetings shall be well publicized and open to members of the Congregation except when the Board of Trustees may decide by majority vote to go into executive session. Attendance at meetings by members of the Congregation shall be subject to reasonable rules adopted by the Board of Trustees necessary to maintain order and conduct the business of the Church.
Section 4: Policies and Procedures
The Board of Trustees shall develop and publish a Policies and Procedures manual to document in detail how the Board plans to conduct personnel functions and to carry out other business of the church, subject to the provisions of these Bylaws and the mission of Pathways Church. It is recognized that these policies and procedures may be modified as necessary by the Board to reflect the changing requirements of church operations.
Section 5: Vacancies
The Board of Trustees shall fill any vacancy that may occur in any elected position in consultation with the Leadership Development Committee (LDC). Any person or persons so appointed shall hold office until the end of the current fiscal year and thereafter until the end of the term to which they were appointed following confirmation by congregational vote at the next spring meeting.
Section 6: Resignation by Absences
Any member of the Board of Trustees who is absent from three (3) consecutive regular meetings of the Board of Trustees or any five (5) regular meetings of the Board of Trustees within a fiscal year shall, upon written notification, be considered as having resigned from the Board of Trustees unless otherwise determined by the Board of Trustees.
Section 7: Term Limits
Trustees shall not be eligible for re-election for a period of one (1) year after expiration of their terms of office, except that a Trustee elected or appointed for a term of two (2) years or less shall be eligible for re-election upon expiration of that term.
Section 8: Removal
Any trustee may be removed from office by a two-thirds (2/3) vote at a Congregational meeting, providing the proposal is on the published agenda of the meeting. The Board may remove a Trustee in the event that the remaining members of the Board determine by majority vote that the Trustee has violated the Rules of Conduct (as defined in the Policy Manual).
Section 9: Financial Affairs of the Church
Trustees shall serve without compensation. Trustees are prohibited from entering into commercial arrangements or transactions involving services provided by Trustees or movement of merchandise or other property between Pathways and Trustees. The Board shall have the authority to oversee, manage, and conduct the financial affairs of the Church, including investing some or all funds held by the Church. Each Trustee owes a fiduciary duty to the Church when the Board conducts any and all financial affairs on behalf of the Church. Each Trustee shall fully comply with all provisions of the Texas Non-Profit Corporation Act, the Internal Revenue Service’s Tax Code and its rules and regulations, and generally the laws of the State of Texas.
Article VI: Officers
The Board of Trustees shall elect officers from among its membership to serve (renewable) one-year terms. The officers of the Church are elected from the membership of the Board of Trustees and shall be the President, Vice President, Secretary, Treasurer, Board Members At Large, and called Minister (if applicable) of the Church, ex officio and non-voting.
Section 1: Minister
The called Minister of the Church shall have freedom of the pulpit and responsibility for supervising paid staff personnel employed by the Church. He or she shall serve as a non-voting member, ex officio, on all Boards and committees of the Church, and shall represent the Church in community affairs.
Section 2: President
The President shall be the executive officer of the Church; exercise all the functions usually pertaining to the office of president of a non-profit corporation. Such functions may include the signing of deeds, mortgages, notes, bonds, contracts or other instruments authorized by the congregation to be executed, except as may otherwise be delegated by the Board to some other officer or agent of the Congregation; preside at meetings of the Congregation and the Board of Trustees; call special Board meetings when necessary at any time or upon the request of three other Board members; convene the Leadership Development Committee (LDC); be an ex officio member of all committees except the LDC when it is sitting for the purpose of making nominations for elected positions. The President may appoint another Board Member as representative in ex officio capacities.
Section 3: Vice President
The Vice President shall act in place of the President in the latter’s absence and perform such other duties as the President delegates.
Section 4: Secretary
The Secretary shall recruit and coordinate a cadre of volunteers to perform administrative duties for the church and shall keep the minutes of the Board of Trustees’ meetings and of all Congregational Meetings and shall certify the list of members eligible to vote at each Congregational Meeting. The Secretary shall also maintain the required organizational documents and records and make them accessible as requested by members, government agencies and the public as required by our 501(c)3 status and shall perform such other duties as the President delegates.
Section 5: Treasurer
The Treasurer shall receive and safely keep all money and other property of the Church entrusted to his or her care, make disbursements as directed or approved by the Board, keep a complete account of the finances of the Church in books belonging to the Church, including direction and coordination of any public accounting firm employed by the Church, render a current statement at each regular meeting of the Board and of the membership, ensure that all federal, state or local returns, reports or other items required by law are properly prepared and filed with the appropriate authorities in a timely manner, perform the duties of the President in the event of the simultaneous absence or incapacity of the President or Vice President and may be bonded at the expense of the Church.
Section 6: Board Members At Large
In addition to the general duties of a member of the Board of Trustees, the Board Members At Large shall perform such other specific duties as the President delegates.
Article VII: Congregational Meetings
A Congregational Meeting shall be held each year in the spring to elect members of the Board of Trustees and members of the Leadership Development Committee (see appendix A), to report on church activities, to submit the budget for congregational approval, and to conduct such other business as is appropriate. A quorum for a regular congregational meeting is thirty-three (33) percent of the voting membership. A vote passes if approved by a majority of members present physically or by proxy.
Special meetings may be called by the Board of Trustees or upon petition signed by at least twenty (20) percent of the membership.
Article VIII: Committees
Standing and ad hoc committees may be appointed by the Board of Trustees, as deemed necessary.
Article IX: Ministerial Call
Section 1: Interim Minister
When necessary, the Board shall hire an Interim Minister and describe his or her compensation, conditions of employment and duties in compliance with the policies of the Unitarian Universalist Association. A committee appointed by the Board of Trustees will conduct the search for an interim minister.
Section 2: Ministerial Search Committee
A Ministerial Search Committee shall be elected by the Congregation as necessary upon recommendation of the Leadership Development Committee. Rules and procedures concerning the Search Committee’s composition and operation shall be in conformity with best practices in the Unitarian Universalist Association and shall be subject to approval by the Board of Trustees. The Minister shall serve as an ex officio, voting member of the Search Committee when it is seeking an Assistant or Associate Minister.
Section 3: Candidating and Call
Minister(s) shall be invited to candidate upon recommendation of the Ministerial Search Committee by an affirmative vote of two-thirds (2/3) of the members of the Board of Trustees and shall be called by a three-fourths (3/4) majority of voting members present at any congregational meeting called for the purpose. The quorum for such a meeting shall be a minimum of twenty (20) percent of the voting members.
Section 4: Dispute and Termination
The term of ministerial agreement is indefinite. It will continue until the Minister provides the Congregation with at least ninety days’ notice of intent to resign or retire, or until the Congregation provides the Minister with at least ninety days’ notice of intent to dismiss, or until the long-term disability or death of the Minister. A decision to dismiss the Minister shall be by majority vote of all members of the congregation present and eligible to vote at a meeting called for that purpose at which a quorum is present.
Article X: Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the church in all cases to which they are applicable and in which they are not inconsistent with these bylaws.
Article XI: Amendment of the Bylaws
The Board of Trustees may submit to the Congregation any proposed amendment. The Board of Trustees shall also submit to the Congregation any amendment proposed by a petition signed by at least twenty (20) percent of voting members of the Church. A copy of proposed bylaws shall be submitted to each voting member of the Congregation at least 30 days prior to the date of the meeting, by U.S. mail, or where feasible, by email, website, or other electronic means. Adoption of these amendments shall be effective upon affirmative vote of two-thirds (2/3) of the voting members present and voting.
Article XII: Dissolution and Distribution of Assets
A quorum must be present to vote on this matter. In the event that dissolution of the Church is approved by two-thirds (2/3) of voting members present, all assets of the Church will revert to the Unitarian Universalist Association to be held in trust until such time as a new congregation is formed in this geographic area or to another nearby congregation as directed by two-thirds (2/3) majority vote of all members present and eligible to vote.
Appendix A
Pathways Leadership Development Committee
Pathways Leadership Development Committee (LDC) coordinates the identification, training and support of current and potential leaders. The task of the LDC is to recruit candidates from the congregation who reflect the diversity of our congregation and who are committed to serving the goals of the Church.
The LDC searches for candidates and nominates qualified persons from among the congregation for all positions elected by the congregation. (This includes but is not limited to: The Board of Trustees, Search Committee, and the replacement LDC positions.)
The LDC also searches for appropriate candidates to fill unexpired terms on the Board of Trustees and other elected positions. The LDC is responsible for requesting the budgeting of funds for leadership development.
Any Member of the Church may serve on the LDC except current staff and board members. The Committee shall consist of three members who serve staggered three-year terms. In the event of a vacancy, the LDC shall appoint a Member to fill the unexpired term. LDC committee members shall not be eligible for re-election for a period of one (1) year after expiration of their terms of office, except that a LDC committee member elected or appointed for a term of two (2) years or less shall be eligible for re-election upon expiration of that term.
The LDC shall submit to the Secretary not less than thirty days, nor more than sixty days prior to the spring congregational meeting a slate of nominees for the Board of Trustees to be elected at the spring congregational meeting.
Appendix B
Qualification of Outreach Recipients
The Board of Trustees will verify that the quarterly outreach recipients are bona fide charitable organizations with non-profit 501c3 status. The Board of Trustees will receive the proposed list of outreach recipients 30 days prior to each fiscal year.