Unitarian Universalist Church of Palo Alto

The Board of Trustees

ARTICLE X—TRUSTEES

10.01 NUMBER: The Trustees, otherwise designated as Directors in the Articles of Incorporation, shall be a minimum of nine (9) and no more than thirteen (13) in number and shall consist of those now in office and such others as may be elected or appointed to succeed them.

10.02 ELIGIBILITY: The Trustees shall be persons who are voting members of the Church. No person shall be eligible for election who has served two full three (3) year consecutive terms, except that after a lapse of one (1) year following service of a two full three (3) year terms, eligibility is reestablished.

10.03 TERMS OF OFFICE: Elected Trustees shall serve a term of three (3) years, one-third of the number being elected for full terms each year. The term shall commence May 1 after the Annual Meeting.

10.04 ELECTION PROCEDURE A. NOMINATING CANDIDATES FOR TRUSTEE: The Nominating Committee shall present at least one (1) nominee for each vacant seat on the Board of Trustees. The names of nominees, who shall previously have agreed to serve if elected, shall be published in the newsletter by the Nominating Committee at least thirty (30) days before the date of the next annual meeting. Additional nominations may be made for the next eighteen (18) days by petition signed by at least three (3) other Church members besides the nominee. Petitions shall be filed with the Nominating Committee at least twelve (12) days before the annual meeting date. At this time the nominations will be closed and the Nominating Committee shall process and present all nominees both from the committee and by petition in the same manner.

B. THE ELECTION OF TRUSTEES: Nominees receiving the highest number of votes for the positions to be filled shall be elected. Voting for Trustees shall be governed by Article VI, including absentee ballots.

C. VACANCIES: A vacancy occurring during the tenure of an elected Trustee may be filled by a vote of the remaining Trustees, but only until the time of the next Annual Meeting of the Church. At that time, a Trustee shall be elected for the remainder of the term.

10.05 QUORUM: A quorum of the Trustees shall consist of at least fifty (50) percent of the members in office at the time of the meeting.

10.06 RULES OF PROCEDURE: The Trustees may adopt rules of procedure relative to their organization, their proceedings, and the conduct of business of the Church, if not inconsistent with the Bylaws of the Church. The Board shall review annually its policies and procedures as soon as practical after each Annual Meeting of the Church. The Trustees may adopt policies assigning particular areas of responsibility to individual Trustees for keeping the Board informed on a specific area of church life.

10.07 POWERS OF THE TRUSTEES: Subject to the limitations expressed in Section 10.08, the Board of Trustees shall:

A. Between meetings of the Church, be the governing body and exercise the power of the Church;

B. Have general charge of properties of the Church;

C. Subject to the provisions of Article VII, create or terminate such committees, as it deems appropriate, to carry out the work of the Church, including but not limited to Operations, Religious Education, Finance, Programs, and Planning.

D. Subject to the provisions of Article VII, employ the ministerial and operations staff as necessary, and define their duties and responsibilities. The relationship between each minister and the Church shall be the continuing responsibility of the Trustees, and they shall consider such relationship not less than annually and communicate such with the ministers.

E. Approve affiliation of auxiliary organizations with the Church or terminate the same.

F. As necessary, appoint an executive committee of the Board whose function shall include but not be limited to handling appeals and resolving disputes.

10.08 LIMITATIONS ON THE TRUSTEES:

A. DISPOSITION OF PROPERTY: The Trustees shall not sell or otherwise dispose of or encumber the real property of the Church without prior approval of the membership of the Church.

B. LIMITATION ON EXPENDITURE AND INDEBTEDNESS: The Trustees may not authorize aggregate expenditures or incur a total indebtedness in excess of five percent (5%) of the approvedannual operating budget without prior approval of the membership.

10.09 SUBORDINATION TO THE CHURCH: The Board of Trustees, in the exercise of any of the powers possessed by it, acts subject to any and all limitations upon it anywhere in these Bylaws expressed. The Board of Trustees shall recognize the moral principle that all of its powers are subordinate to the will of the membership of the Church.

10.10 LIABILITY OF OFFICERS AND TRUSTEES: No Trustee or officer of the Church shall be liable for acts or defaults of any other officer or member or for any loss sustained by the Church or any member thereof, unless the same has resulted from his or her own willful misconduct or negligence.

Contact

The Board can be contacted by sending an email to board@uucpa.org.