On Sunday, November 10th, 2024, The Unity Board of Trustees and Bylaws Team invite you to attend a brief meeting in the sanctuary immediately following the service.   At that time, the Unity of Madison Bylaws Team will recommend changes to the bylaws for approval by the voting members present.

In order to keep the meeting on track and timely, we ask that any members planning to attend review the bylaws and proposed amendments in advance of the meeting by clicking the button below.  If you have any questions regarding the changes, please email your questions no later than Thursday, October 31st to office@unityofmadison.org. We appreciate your interest and hope to see you there!

Bylaws Review Team Members: Michelle Honore’ (Chair); Louie Phillips (Secretary); Steve Roberts - Vice-President, Board Trustees

ARTICLE V – Meetings, Section 1. Annual Meetings, 3. Quorum

Current Version: 3. Quorum. Those active members present will constitute a quorum for the transaction of business at any annual membership meeting.

Issue: There was a question about whether a percentage of active members present should be included to make up a quorum

Recommended Action: Change the bylaws to reflect the recommended percentage of 10% as stated in the WI Statutes 181.0722(1)

Amended Version: 3. Quorum. 10% of the active membership will constitute a quorum for the transaction of business at any annual membership meeting,

ARTICLE Vl – Board of Trustees, Section 4. Regular Board Meetings.

Current Version: 4. Regular Board Meetings. Regular meetings of the Board of Trustees will be held at the principal executive offices of the ministry on a day agreed upon by a majority of current board members and alternate board members, unless otherwise stated by the board.

Issue: There are times when meetings need to be held electronically and cannot be held at the principal executive offices of the ministry.

Recommended Action: Amend the current version to include “or by synchronous electronic meeting.”

Amended Version: 4. Regular Board Meetings. Regular meetings of the Board of Trustees will be held at the principal executive offices of the ministry or by synchronous electronic meeting on a day agreed upon by a majority of current board members and alternate board members, unless otherwise stated by the board.

ARTICLE VI – Board of Trustees, Section 5. Special Board Meetings.

Current Version: 5. Special Board Meetings. Special meetings of the board will be called by the President of the Board if requested by the senior minister or co- ministers; if requested by two or more trustees; or if the President of the Board deems it necessary. Any request for a special board meeting shall be made in writing (or by e-mail with confirmation) to the Board Secretary. All current board members, including the senior minister or co-ministers, shall be given notice of any special board meeting at least forty-eight (48) hours in advance of the meeting. The attendance of any member of the board at the meeting shall serve as a waiver of this notice requirement.

Issue: Clarify the last sentence to be more specific and address emergency board meetings.

Recommended Action: Change last sentence to read: “The attendance of a member of the board at the meeting shall serve as a waiver of this notice requirement for that board member.” Leave the rest as is. Emergency board meetings are already addressed separately in Article XIII.

Amended Version: 5. Special Board Meetings. Special meetings of the board will be called by the President of the Board if requested by the senior minister or co-ministers; if requested by two or more trustees; or if the President of the Board deems it necessary. Any request for a special board meeting shall be made in writing (or by e-mail with confirmation) to the Board Secretary. All current board members, including the senior minister or co-ministers, shall be given notice of any special board meeting at least forty-eight (48) hours in advance of the meeting.  The attendance of a member of the board at the meeting shall serve as a waiver of this notice requirement for that board member.

ARTICLE VI – Board of Trustees, Section 7. Quorum

Current Version: 7. Quorum. A majority of the total number of trustees currently serving shall constitute a quorum for the transaction of business. Unless or

otherwise provided herein, the vote of a majority of the trustees’ present shall be necessary for approval of the action being voted upon. Should the total number of trustees fall below four (4), this includes the minister, an alternate will vote in their place.

Issue: This language is limited by using certain number. It is also incongruent with Article VI, Section 11, G. that describes the duties of an alternate trustee.

Recommended Action: Reword the last sentence to reflect a temporary quorum and to be consistent with the duties of an alternate

Amended Version: 7. Quorum. A majority of the total number of trustees currently serving shall constitute a quorum for the transaction of business. Unless or otherwise provided herein, the vote of a majority of the trustees’ present shall be necessary for approval of the action being voted upon.

Whenever there is not a quorum of regular board members present, an alternate board member shall be temporarily elevated to create a quorum. The alternate shall have a voting presence for that meeting.

ARTICLE VI – Board of Trustees, Section 11. Duties and Responsibilities of Alternate Board of Trustee Members, G.

Current Version: G. Serve as an active board member and have a voting presence whenever one or more regular board members is absent.

Issue: The language is not consistent with the recommended changes in Section 7 that address the duties of an alternate board member.

Recommended Action: Amend the current version to include language consistent with Section 7.

Amended Version: G. Serve as an active board member and whenever there is not a quorum of regular board members present, an alternate board member shall be temporarily elevated to create a quorum. The alternate shall have a voting presence for that meeting.

ARTICLE VI – Board of Trustees, Section 12. Nomination and Election, B. Nominating Ministry Team, 1. Selection, a., b., c.

Current Version: 1. Selection. A Nominating Ministry Team will be formed at least three months prior to the annual membership meeting. The ministry team will consist of the senior minister or co- ministers and three active members selected in the following manner:

1. At the annual membership meeting, the membership shall, from among the active membership of the ministry, select two (2) members to serve on the Nominating Ministry Team for the following year’s election. If a member of the Nominating Team becomes unavailable to serve, the Board will elect a person from among the active membership, who is not a current member of the Board, to fill the vacancy.
2. The board will select one of its trustees to serve on the Nominating Ministry Team, that board member will not serve as chair.
3. Together with the senior minister or co-ministers, the above two ministry team members will select a third person from among the active members to serve on the Nominating Ministry Team. The Team will select a chair from its members.

Issue: Committee felt having 5 members on the nominating committee is overkill and having 4 members is enough. Having 4 members would also potentially free up a member for other projects.

Recommended Action: Amend the number of Nominating Ministry Team members stated in 1. from three active members to two active members. Strike section 1.c from the requirements and amend 1b.to include selecting a chair from its non-board members.

Amended Version: 1. Selection. A Nominating Ministry Team will be formed at least three months prior to the annual membership meeting. The ministry team will consist of the senior minister or co- ministers and two active members selected in the following manner:

1. At the annual membership meeting, the membership shall, from among the active membership of the ministry, select two (2) members to serve on the Nominating Ministry Team for the following year’s election. If a member of the Nominating Team becomes unavailable to serve, The Board will elect a person from among the active membership, who is not a current member of the Board, to fill the vacancy.
2. The board will select one of its trustees to serve on the Nominating Ministry Team, that board member will not serve as chair. The Team will select a chair from its non-board members.

ARTICLE XII - Amendment of Bylaws, Section 1. Amending Bylaws

Current Version: Any amendment(s) to or general revision of these bylaws may be adopted at any annual or special membership meeting provided that written notice setting forth the exact wording of such proposed amendment(s) or general revision has been mailed to all active members at least fifteen (15) days prior to the meeting at which they will be considered. An affirmative vote of three-fourths (3/4ths) of the active members present and voting will be necessary to adopt any amendment(s) to or general revision of these bylaws. To take effect, any amendment(s) to or general revision of these bylaws must also be ratified by a 2/3rds vote of the members of the Board of Trustees present and voting at the first meeting of the board following the adoption of such amendment(s) or general revision. [See Article VI, Section 7 regarding Quorum,

and Article VI, Section 11 regarding Duties of Alternate Board of Trustee Members.]

Issue: There was concern expressed over having the amended bylaws voted on by the membership at the annual meeting before the board ratifies the amended bylaws. Note: The WI Statutes do not reflect this order of voting.

Recommended Action: Change the order of the sentences so the vote by the board takes place before the membership votes at the annual meeting.

Change the word “mailed” to “published”.

Amended Version: Any amendment(s) to or general revision of these bylaws may be adopted at any annual or special membership meeting provided that written notice setting forth the exact wording of such proposed amendment(s) or general revision has been published to all active members at least fifteen (15) days prior to the meeting at which they will be considered. To take effect, any amendment(s) to or general revision of these bylaws must be ratified by a 2/3rds vote of the members of the Board of Trustees present and voting. An affirmative vote of three-fourths (3/4ths) of the active members present and voting will be necessary to adopt any amendment(s) to or general revision of these bylaws. [See Article VI, Section 7 regarding Quorum, and Article VI, Section 11 regarding Duties of Alternate Board of Trustee Members.]

ARTICLE XIII - Emergency Situations

Current Version: In the case of a national emergency declared by the President of the United States, a State Emergency declared by the governor, or a local emergency as determined by a two-thirds (2/3rds) vote of the local ministry trustees present and voting, the Board of Trustees is authorized to meet by electronic means and to have the full power to adjust budgets and cancel/postpone events or reschedule them as electronic meetings. As long as the emergency lasts, the Board of Trustees may take any other emergency actions deemed helpful and necessary to assure the welfare of this ministry.

Issue: Current version is too specific to certain types of emergencies.