Annual Meeting

Proposed Amendment to the Bylaws of the UUPCC: To Establish and Manage a UUPCC Endowment Fund  
This bylaw amendment creates a new Article 9, establishing an endowment fund. Current articles 9–14 will be renumbered.

ARTICLE 9—Endowment Fund

9.1 Establishment of Fund. The UUPCC shall have a separate endowment fund to strengthen the long-range financial future of the UUPCC, to mitigate financial emergencies, and to fund special projects that support the mission of the UUPCC. The separate endowment fund shall be known as the UUPCC Endowment Fund (the Fund).

9.2 Minimum Operating Level. The Fund shall become operational when a minimum of $10,000 of assets have been received. Upon attaining the minimum level of funding, the Fund’s assets shall be invested in the Unitarian Universalist Common Endowment Fund (UUCEF).

9.3 Distributions. Distributions from the Fund shall be made only when the average fair market value of the fund exceeds $30,000. Total distributions shall not exceed five percent (5%) of the Fund’s average fair market value calculated over the previous three years, except that in the first three years it will be averaged over the previous 3 quarters.

9.4 Endowment Fund Committee.

9.4.1 Committee Responsibilities. A UUPCC Endowment Fund Committee (Committee) shall determine distributions from the Fund in accordance with paragraphs 9.1 and 9.3 and shall actively seek gifts and donations to the Fund. The Committee, at its discretion, may decide not to distribute amounts from the fund even though assets in the Fund exceed the minimum level for distributions.

9.4.2 Committee Structure. The Committee shall consist of three members of the UUPCC appointed by the Board. Except for the initial appointment when shortened terms shall be used to establish a staggered rotation of members, the term of each committee member shall be three years. No member may serve more than two consecutive three-year terms. After a lapse of one year, former committee members may be reappointed. No member may serve on the Endowment Fund while also serving on the UUPCC Board.

9.4.3 Committee Governance. The Committee shall elect its own chairperson. The Committee shall report to the Board on a quarterly basis and provide a written report to the membership at the Annual Meeting.

9.4.4 Quorum. A majority of the Committee shall constitute a quorum sufficient to conduct business at all meetings.

9.4.5 Action without a Meeting. Any action required or permitted to be taken at a meeting of the Committee may be taken without a meeting by a written consent. The written consent must describe the action(s) to be taken, and must be signed by all members of the Committee before the action is taken. Any action(s) approved by written consent must be ratified at the next meeting of the Committee. If the Committee elects not to ratify said actions, then the written consent shall be deemed reversed at said meeting as of the date of that meeting.

9.4.6 Removal of Committee Members. At a meeting of the Board of Directors, following notice to the Committee, one or more Committee members may be removed from office, with or without cause, by two-thirds of the votes cast. Committee members shall be removed singly, with a separate vote taken for removal of each Committee member. Removal shall be effective immediately.

9.4.7 Committee Voting. Each Committee member shall be entitled to one vote, and a majority of those voting shall be sufficient for the Committee to take any action.

9.4.8 Frequency of Committee Meetings. The Committee shall meet at least quarterly at a date and time determined by the chairperson and upon not less than ten (10) days notice to the Committee members. Committee members may participate telephonically in a meeting so long as all persons participating in the meeting can hear each other at the same time.

9.4.9 Protection from Liability. Members of the Committee and former members of the Committee shall not be liable for any losses incurred by the Fund except to the extent that such losses arise out of acts or omissions of willful misconduct or gross negligence. Each member shall be liable for his or her own acts and omissions and not for the acts or omissions of other members or former members. No member of the Committee shall engage in any self-dealing or transactions with the Fund in which the member has a direct or indirect financial interest. Members shall refrain at all times from conduct in which his or her personal interests would conflict with the interest of the Fund or the UUPCC.

9.5 Donations. Members and friends of the UUPCC shall be encouraged to make gifts to the Fund, to indicate the Fund as a preferred recipient of memorial gifts, and to include the Fund in their wills, life insurance policy beneficiary designations, and other methods of deferred giving.

9.6 Disposition or Transfer of the Fund. In the event the UUPCC ceases to exist through either merger or dissolution, disposition or transfer of the Fund shall be at the discretion of the Board in conformity with the bylaws and in consultation with the Unitarian Universalist Association.

CONFORMING AMENDMENTS
Current Article 9 will become Article 10.
Current Article 10 will become Article 11.
Current Article 11 will become Article 12.
Current Article 12 will become Article 13.
Current Article 13 will become Article 14.
Current Article 14 will become Article 15.