UNITARIAN UNIVERSALIST ASSOCIATION
BYLAWS AND RULES
as amended through
JULY 1, 2006

Large print version available from
UUA Office of the Executive Vice President:
617-948-4303
nlawrence@uua.org

UUA BYLAWS
TABLE OF CONTENTS

ARTICLE I Name

SECTION C-1.1. Name.
The name of this Association shall be Unitarian Universalist Association. It is the successor to the American Unitarian Association, which was founded in 1825 and incorporated in 1847, and the Universalist Church of America, which was founded in 1793 and incorporated in 1866.

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ARTICLE II Principles and Purposes

SECTION C-2.1. Principles.
We, the member congregations of the Unitarian Universalist Association, covenant to affirm and promote

• The inherent worth and dignity of every person;
• Justice, equity and compassion in human relations;
• Acceptance of one another and encouragement to spiritual growth in our congregations;
• A free and responsible search for truth and meaning;
• The right of conscience and the use of the democratic process within our congregations and in society at large;
• The goal of world community with peace, liberty and justice for all;
• Respect for the interdependent web of all existence of which we are a part.

The living tradition which we share draws from many sources:

• Direct experience of that transcending mystery and wonder, affirmed in all cultures, which moves us to a renewal of the spirit and an openness to the forces which create and uphold life;
• Words and deeds of prophetic women and men which challenge us to confront powers and structures of evil with justice, compassion and the transforming power of love;
• Wisdom from the world's religions which inspires us in our ethical and spiritual life;
• Jewish and Christian teachings which call us to respond to God's love by loving our neighbors as ourselves;
• Humanist teachings which counsel us to heed the guidance of reason and the results of science, and warn us against idolatries of the mind and spirit;
• Spiritual teachings of Earth-centered traditions which celebrate the sacred circle of life and instruct us to live in harmony with the rhythms of nature.

Grateful for the religious pluralism which enriches and ennobles our faith, we are inspired to deepen our understanding and expand our vision. As free congregations we enter into this covenant, promising to one another our mutual trust and support.

SECTION C-2.2. Purposes.
The Unitarian Universalist Association shall devote its resources to and exercise its corporate powers for religious, educational and humanitarian purposes. The primary purpose of the Association is to serve the needs of its member congregations, organize new congregations, extend and strengthen Unitarian Universalist institutions and implement its principles.

SECTION C-2.3. Non-discrimination.
The Association declares and affirms its special responsibility, and that of its member congregations and organizations, to promote the full participation of persons in all of its and their activities and in the full range of human endeavor without regard to race, ethnicity, gender, disability, affectional or sexual orientation, age, language, citizenship status, economic status, or national origin and without requiring adherence to any particular interpretation of religion or to any particular religious belief or creed.

SECTION C-2.4. Freedom of Belief.
Nothing herein shall be deemed to infringe upon the individual freedom of belief which is inherent in the Universalist and Unitarian heritages or to conflict with any statement of purpose, covenant, or bond of union used by any congregation unless such is used as a creedal test.

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ARTICLE III Membership

SECTION C-3.1. Member Congregations.
The Unitarian Universalist Association is a voluntary association of autonomous, self-governing local churches and fellowships, referred to herein as member congregations, which have freely chosen to pursue common goals together.

SECTION C-3.2. Congregational Polity.
Nothing in these Bylaws shall be construed as infringing upon the congregational polity or internal self-government of member congregations, including the exclusive right of each such congregation to call and ordain its own minister or ministers, and to control its own property and funds. Any action by a member congregation called for by these Bylaws shall be deemed to have been taken if certified by an authorized officer of the congregation as having been duly and regularly taken in accordance with its own procedures and the laws which govern it.

*SECTION C-3.3. Admission to Membership.
A church or fellowship may become a member congregation upon acceptance by the Board of Trustees of the Association of its written application for membership in which it subscribes to the principles of and pledges to support the Association. The Board of
Trustees shall adopt rules to carry out the intent of this Section.

SECTION 3.4. Church of the Larger Fellowship.
The Church of the Larger Fellowship, Unitarian Universalist, shall be a member congregation which is not considered to be located in any particular district.

*SECTION C-3.5. Certification of Membership.
A member congregation shall be recognized as certified during the fiscal year of the Association in which it becomes a member and during each subsequent fiscal year in which it established that during the immediately preceding fiscal year it:

(a) conducted regular religious services;
(b) held at least one business meeting of its members, elected its own officers and maintained adequate records of membership; and
(c) made a financial contribution to the Association.

Member congregations must furnish the Association with a report of their activities showing compliance with subsection (a) and (b) above.
Compliance with subsection (c) above shall be determined by appropriate financial records of the Association. A member congregation shall also be considered to be certified for that part of any particular current fiscal year which precedes the deadline established by the Board of Trustees for submitting proof of compliance with subsection (a) and (b) above if during the next preceding fiscal year such a congregation made a financial contribution to the Association and filed the report required by this section during that year.
A member congregation which has not been certified for three consecutive fiscal years shall be deemed inactive and placed in an "inactive congregation" category.
The Board of Trustees shall make rules to carry out the intent of this section and shall determine which member congregations meet the requirements set forth herein for any fiscal year of the
Association.

SECTION C-3.6. Termination of Membership.
A church or fellowship upon written notification to the Association may withdraw from the Association at any time. The Board of
Trustees may terminate the membership of any congregation that, pursuant to the provisions of Section C-3.5, has been placed in an "inactive congregation" category maintained by the Association but shall do so only after consultation with:

(a) the local congregation in question, whenever possible;
(b) the President of the district in which the congregation is located or such other authorized official as the district designates in writing to the Association; and
(c) the trustee representing the district in which the congregation is located.

*SECTION C-3.7. Associate Member Qualifications.
The Board of Trustees may admit to associate membership in the
Association any major organization whose membership or constituency consists of individuals located throughout the Association and whose purposes and programs it finds to be auxiliary to and supportive of the principles of the Association and which pledges itself to support the Association. The Board of Trustees may terminate such associate membership upon a finding that the organization no longer meets the foregoing qualifications.
The Board of Trustees may adopt rules governing the requirements for admission to and retention of associate membership. An associate member organization shall be recognized as certified during the fiscal year in which it becomes a member, and during each subsequent fiscal year if it has made a financial contribution to the Association during the immediately preceding fiscal year. The Association shall neither exercise control over nor assume responsibility for the programs, activities or finances of any associate member.

*SECTION C-3.8. Independent Affiliate Organizations.
The Board of Trustees may admit to affiliated status those independently constituted and operated organizations whose purposes and intentions it finds to be in sympathy with the principles of the Association, and may terminate such status upon finding that the organization no longer meets the foregoing qualifications or is not in compliance with the rules relating to such organizations. The status granted is that of independent affiliate.
The Board of Trustees shall adopt rules governing the requirements for admission to and retention of affiliated status.
The requirements shall include financial support of the Association by payment of an annual contribution. The Association shall neither exercise control over nor assume responsibility for the programs, activities, or finances of any independent affiliate.

SECTION C-3.9. Autonomy of Associate Member Organizations and Independent Affiliate Organizations.
Nothing in these Bylaws shall be construed as infringing upon the control of associate member organizations and independent affiliate organizations by their own membership.

SECTION C-3.10 Members of Member Congregations.
For the purposes of these Bylaws, a member of a member congregation is any individual who pursuant to its procedures has full or partial voting rights at business meetings of the congregation and who is certified as such by an authorized officer of the congregation.

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ARTICLE IV General Assembly

SECTION C-4.1. Meetings of the Association.
Each meeting of the Association for the conduct of business shall be called a General Assembly.

SECTION C-4.2. Powers and Duties.
General Assemblies shall make overall policy for carrying out the purposes of the Association and shall direct and control its affairs.

SECTION 4.3. Regular General Assembly.
A regular General Assembly shall be held at such time during each fiscal year of the Association as the Board of Trustees shall determine.

SECTION 4.4. Special General Assembly.
A special General Assembly may be called by the Board of Trustees at any time, and shall be called upon petition of not less than fifty certified member congregations by action of the governing boards or their congregations. No more than twenty of the fifty congregations may be from the same district.

SECTION 4.5. Place of Meeting.
Each regular or special General Assembly shall be held at such place in the United States or Canada as the Board of Trustees shall determine.

*SECTION 4.6. Notice of Meetings.
Notice of each regular and special General Assembly shall be given not less than sixty days before the date thereof in such form and manner as the Board of Trustees shall determine. Such notice shall state the place, date, and hour of the meeting. Notice of each special General Assembly shall indicate at whose direction it is being called.

*SECTION C-4.7. Voting.
Voting at each regular and special General Assembly shall be by accredited delegates from certified member congregations, certified associate member organizations, and trustees.
Each delegate and trustee shall have only one vote, even if present in more than one capacity. Proxy voting is prohibited except when the amendment being processed is an amendment of the articles of organization.

SECTION 4.8. Delegates.

(a) Member Delegates. Each certified member congregation is entitled to be represented at each General Assembly by delegates who are members of such congregation, selected in accordance with its bylaws or procedures. The Church of the Larger Fellowship is entitled to 22 such delegates. Other certified member congregations are entitled to that number of such delegates determined as follows: the number of delegates of a certified member congregation shall be equal to the number of members of the congregation divided by fifty, plus one delegate for any fraction remaining; provided that each certified member congregation shall be entitled to at least two delegates.

The number of members of a certified member congregation which is a member of more than one denomination shall be determined for the purposes of this section either (i) by dividing the number of members of the federated church by the number of denominations included in the federation, or, at the option of the federated church, (ii) by reporting the actual number of members who identify themselves as Unitarian Universalists.

(b) Minister Delegates and Religious Education Director
Delegates. Each certified member congregation is also entitled to be represented at each General Assembly by the ordained minister or ministers in full or associate ministerial fellowship with the Association settled in such congregation, and by the director or directors of religious education having achieved Credentialed Religious Education – Masters Level status by the Association and employed in such congregation. In addition, each certified member congregation is also entitled to be represented at each General Assembly by any minister emeritus or minister emerita of such congregation in ministerial fellowship with the Association and by any director of religious education emeritus or emerita having achieved Credentialed Religious Education – Masters Level status by the Association designated as such by a vote at a meeting of the member congregation not less than six months prior to the General Assembly, provided that any such minister has been settled previously in such congregation, and any such director of religious education who has been previously employed in such congregation.

(c) Associate Member Delegates. Each certified associate member organization is entitled to be represented at each General Assembly by two delegates who are members of a certified congregation.

*SECTION C-4.9. Accreditation of Delegates.
The Board of Trustees shall make rules for the accreditation of delegates and voting procedures. Such rules may include the requirements of payment of a registration fee, a travel fund fee, or both, in order to vote at a General Assembly, except that these requirements shall not apply to the right to cast a ballot for any elective position at large.

SECTION 4.10. Quorum.
Not less than 300 accredited delegates representing not less than 100 certified member congregations located in not less than 10 states or provinces shall constitute a quorum at any regular or special General Assembly.

SECTION 4.11. Tentative Agenda for Regular General Assemblies.
The General Assembly Planning Committee shall prepare a Tentative Agenda for each regular General Assembly which shall include:

1. reports and other matters required by these Bylaws to be submitted to the General Assembly;
2. proposed amendments to these Bylaws which are submitted as prescribed in Article XIV, Section 14.2;
3. items referred by the preceding General Assembly;
4. Business Resolutions and proposed amendments to Bylaws and Rules submitted by the Commission on Appraisal;
5. all proposed amendments to Rules and all Business Resolutions as defined in Rule G-4.18.2, submitted by:
   1. the Board of Trustees or the Executive Committee;
   2. not less than fifteen certified member congregations by action of their governing boards or their congregations; or
   3. a petition by not less than 250 members of certified member congregations with no more than 10 members of any one member congregation counted as part of the 250;
6. proposed amendments to Rules and Business Resolutions submitted by a district by official action at a duly called meeting at which a quorum is present but not in excess of three Business Resolutions per district; and
7. Proposed Congregational Study/Action Issues submitted by the Commission on Social Witness pursuant to Section 4.12(a).

Resolutions submitted under (d), (e)(2), (e)(3) and (f) must be received by the Planning Committee by February 1 whenever the regular General Assembly opens in June. If the General Assembly opens in a month other than June, the Business Resolutions submitted under (d), (e)(2), (e)(3) and (f) must be received no later than 110 days before the date set for the opening of that General Assembly. The UUA Statements of Conscience process deadlines are established by Sections 4.12(a) and (c) and by the Board of Trustees pursuant to Section 4.13 whenever one or more regular General Assembly is scheduled to begin in a month other than June. The Planning Committee shall include on the Tentative Agenda all items so submitted. It may submit alternative versions of Business Resolutions in addition to the original ones submitted if in its judgment such alternatives clarify the resolutions and may make such changes in the Business Resolutions as are necessary to make each conform to a standard format. It may also submit one or more alternative versions for the purpose of combining two or more Business Resolutions. Adoption of Business Resolutions by a General Assembly shall be by two-thirds vote. The Tentative Agenda shall be mailed to each member congregation, associate member organization and trustee by March 1 if the General Assembly opens in June, otherwise, not less than 90 days before the opening of the General Assembly.

*SECTION 4.12. UUA Statements of Conscience.
The purpose of the Congregational Study/Action Process is to provide the member congregations of the Association with an opportunity to mobilize energy, ideas, and resources around a common issue. The end result will be a deeper understanding of our religious position on the issue, a clear statement of Association policy as expressed in a Statement of Conscience, and a greater capacity for the congregations to take effective action. The process for adoption of UUA Statements of Conscience shall be as follows:

1. First Cycle Year
   1. Each member congregation, district, and sponsored organization (as designated by the Board of Trustees), may submit to the Commission on Social Witness by October 1 in the year preceding a General Assembly one proposed Congregational Study/Action Issue, such proposed Congregational Study/Action Issue to be approved at a duly called meeting of its members or its governing board at which a quorum is present. This commences the process of a four year UUA Statement of Conscience cycle (“the Cycle”). A Cycle year ends at the close of General Assembly.
   2. The Commission on Social Witness shall by November 1 of that year submit to the Planning Committee for inclusion on the Tentative Agenda of the regular General Assembly not more than ten proposed Congregational Study/Action Issues, each of which shall be based in whole or in part on the issues submitted to it as described in the previous subsection. The Commission on Social Witness shall verify with the proposing congregation, district, or sponsored organization that the proposed Study/Action Issue reflects the intent of the proposer prior to being included in the poll ballot. The ten proposed Congregational Study/Action Issues shall be included for approval by the congregations on the Congregational Poll ballot, such ballot to be available and congregations notified of its availability by November 15 of the same year. Congregational Poll ballots concerning the proposed Congregational Study/Action Issue shall be due by February 1 of the following year (the first Cycle year).
   3. For the proposed Congregational Study/Action Issue to be placed on the Final Agenda of the General Assembly, twenty-five percent (25%) of all certified congregations must participate in the ballot vote concerning the proposed Congregational Study/Action Issues.
   4. The proposed Congregational Study/Action Issue shall be ranked in the order of the votes received in the Congregational Poll. The Study/Action Issues receiving the most votes (not to exceed five in number) shall be submitted to the General Assembly as follows:
   5. Each of the Proposed Congregational Study/Action Issues shall be presented to the General Assembly by a delegate, and one such proposed Congregational Study/Action Issue shall be referred for study by virtue of having received the highest number of votes among all proposed Congregational Study/Action votes cast by the General Assembly, provided, however, that if no proposed Congregational Study/Action Issue receives a majority of the votes cast, then a second vote shall be taken between the two issues receiving the highest number of votes cast in the initial election.
   6. After one Congregational Study/Action Issue has been referred for study in accordance with (i) above, the Advocacy and Witness staff shall conduct a workshop to discuss processes for study and action on the selected issue. By November 1 following the General Assembly, the Advocacy and Witness staff shall have developed a resource guide pertaining to the Congregational Study/Action Issue selected by the General Assembly. The resource guide shall be made available and congregations notified of its availability.
   7. If a UUA Statement of Conscience has been adopted in the previous year, the regular meeting of the General Assembly shall also conduct workshops on the implementation of such UUA Statement of Conscience.
   8. If no proposed Congregation Study/Action Issues are on the Final Agenda in the first Cycle year, or if no Congregational Study/Action Issue is referred for study by the General Assembly, then following the regular meeting of the General Assembly, the Cycle shall begin again as set forth in this subsection.
2. Second Cycle Year
   1. Member congregations and the districts shall submit by not later than March 1 of the second Cycle year comments regarding the Congregational Study/Action Issue and the related resource guide to the Commission on Social Witness.
   2. During the meeting of the General Assembly in the second Cycle year the Commission on Social Witness shall conduct workshops on the Congregational Study/Action Issue.
3. Third Cycle Year
   1. Member congregations and the districts shall submit by not later than March 1 of the third Cycle year comments regarding the Congregational Study/Action Issue and the related resource guide to the Commission on Social Witness.
   2. During the General Assembly in the third Cycle year, the Commission on Social Witness shall conduct workshops on the Congregational Study/Action Issue. Following the General Assembly, the Commission on Social Witness shall then compose a draft UUA Statement of Conscience.
   3. The draft UUA Statement of Conscience, a draft Statement of Conscience congregational comment form, and a ballot to place the draft UUA Statement of Conscience on the Final Agenda shall be included in the Congregational Poll, to be made available and congregations notified of its availability by November 15, following the General Assembly. Notice of the availability of these items shall be delivered to the congregations through the mail and by electronic mail. Congregational Poll ballots, and the congregational comment forms concerning the draft UUA Statement of Conscience shall be due by February 1 of the following year (the fourth Cycle year).
   4. The Commission on Social Witness shall then prepare a revised draft of the UUA Statement of Conscience taking into consideration comments received by the member congregations and districts and place this revised drat of the UUA Statement of Conscience on the Final Agenda.
   5. For a draft UUA Statement of Conscience to be placed on the Final Agenda of the General Assembly, twenty-five percent (25%) of all certified congregations must participate in the ballot vote concerning such draft UUA Statement of Conscience.
4. Fourth Cycle Year
   1. If the draft UUA Statement of Conscience is placed on the Final Agenda for the next regular meeting of the General Assembly, then the next General Assembly must debate and vote on the proposed UUA Statement of Conscience. Adoption of the UUA Statement of Conscience shall require a two-thirds vote.
   2. If (i) the proposed UUA Statement of Conscience is not placed on the Final Agenda for the next regular meeting of the General Assembly; or (ii) the General Assembly chooses, by a two-thirds vote, to refer the proposed UUA Statement of Conscience to the Commission on Social Witness for one additional year of study/action, then the Commission of Social Witness shall continue the study and revision of the proposed UUA Statement of Conscience for one more year. The revised UUA Statement of Conscience may be placed on the Final Agenda for the next regular meeting of the General Assembly pursuant to subsections (c)(3), (c)(4) and (c)(5) above. If by the regular meeting of the General Assembly following the additional year the Commission on Social Witness has been unable to find support to generate an acceptable UUA Statement of Conscience, the Congregational Study/Action Issue may be placed on the Final Agenda with a proposal to drop such Congregational Study/Action Issue.
   3. Following the regular meeting of the General Assembly in the fourth Cycle year, the Cycle shall begin again as set forth in Section 4.12(a) above.
5. The Cycle may begin again, as set forth in Section 4.12(a), only after the General Assembly in the second Cycle year of a Congregational Study/Action Issue, and as provided in Sections 4.12(a)(6) and 4.12(d)(3).
6. The Study/Action Issue for Social Justice selected by the General Assembly in 2005 shall be considered for adoption as a UUA Statement of Conscience pursuant to the Bylaws and Rules of the Association in existence prior to the 2006 General Assembly. This subsection (f) will automatically be deleted from the Bylaws following the 2008 General Assembly.

SECTION 4.13. Revision of UUA Statements of Conscience Process Schedule.
If the Board of Trustees votes to schedule one or more regular
General Assemblies to begin in a month other than June, the
Board of Trustees shall forthwith revise the UUA Statements of
Conscience process schedule set forth in Section 4.12 accordingly and shall immediately notify the member congregations, the districts and the Commission on Social Witness of the revised schedule in writing.

SECTION 4.14. Final Agenda for Regular General Assemblies.
The Planning Committee shall prepare a Final Agenda for each
General Assembly which shall include:

1. all reports and other matters required by these Bylaws to be submitted to the General Assembly and all proposed amendments to Bylaws and Rules appearing on the Tentative Agenda that meet the requirements of Rule G- 4.18.3;
2. those Business Resolutions, including alternative versions, on the Tentative Agenda which meet the requirements of
   Rule G-4.18.3;
3. Business Resolutions, amendments to Rules or Bylaws or other items submitted by the Planning Committee, the Board of Trustees or the Executive Committee, which did not originally appear on the Tentative Agenda, provided, however, that any such items appear on the Final Agenda accompanied by an explanation for the delayed submission;
4. additional proposed amendments to Bylaws submitted by the Commission on Appraisal;
5. those proposed Congregational Study/Action Issues on the Tentative Agenda which meet the requirements of Rule G-4.18.3, and if applicable pursuant to Sections 4.12(a); and
6. the UUA Statement of Conscience submitted by the Commission on Social Witness pursuant to Section 4.12 (c) and (d), if applicable.

The Planning Committee shall mail the Final Agenda to each member congregation, associate member organization and trustee not less than 30 days before the General Assembly.

SECTION 4.15. Agenda for Special General Assemblies.
The Board of Trustees shall prepare the agenda for each special
General Assembly which shall include resolutions and proposed amendments to Rules submitted by:

1. the Board of Trustees;
2. the petition, if any, which calls the special General Assembly; or
3. not less than 50 certified member congregations by action of their governing boards or their congregations, with no more than 20 of the 50 congregations from the same district.

The agenda shall be mailed to each member congregation, associate member organization and trustee not less than 30 days before the General Assembly.

*SECTION 4.16. Additions to the Agenda of Regular General Assemblies.

1. Non-substantive items related to greetings and similar matters may be admitted to the agenda by a regular General
   Assembly.
2. Not more than six General Assembly Actions of Immediate Witness, (year) may be admitted to the agenda of a regular General Assembly and acted upon.
   1. A General Assembly Action of Immediate Witness, (year) is one concerned with a significant action, event or development the timing or specificity of which makes it inappropriate to be addressed by a UUA
      Statement of Conscience pursuant to the Study/Action process.
   2. The petition to admit such resolutions to the agenda must be signed by 150 delegates from at least 25 congregations in at least five districts. If six petitions or fewer are received, all petitions received that have the requisite level of delegate and congregation support are eligible to be considered for possible admission to the Agenda. In the event more than six petitions are submitted that satisfy the sponsorship requirement, the Commission on Social Witness shall select six from among those which meet the criteria for a General Assembly Action of Immediate Witness, (year) and shall submit those six actions to the Agenda of the General Assembly (along with a tentative designation of scope, i.e., U.S. or Continental) for possible admission.
   3. The motion to admit each General Assembly (U.S. or Continental) Action of Immediate Witness, (year) ruled eligible is not debatable, but an opportunity for a two- minute statement of advocacy to the General Assembly for each eligible action by one of its sponsors prior to any such motion shall be provided. Admission of a General Assembly (U.S. or Continental) Action of Immediate Witness, (year) shall be by a two-thirds vote.
   4. During the General Assembly, a mini-assembly shall be held during which each admitted action shall be discussed and amendments shall be accepted in writing. All such amendments shall be made available in writing to the General Assembly. The Commission on Social Witness shall finalize each General Assembly (U.S. or Continental) Action of Immediate Witness, (year), and the chairperson of the Commission on Social Witness, in consultation with the moderator of the General Assembly, the parliamentarian and legal counsel, shall prioritize unincorporated amendments for consideration by the General Assembly.
   5. Adoption of a General Assembly (U.S. or Continental) Action of Immediate Witness, (year) shall be by a two- thirds vote.
   6. Actions submitted pursuant to this Section 4.16(b) must be in writing and filed with the Chair of the Commission on Social Witness or the Commission's designee by the deadline established by the Commission and announced at the opening session of the Assembly.
3. Responsive Resolutions may be admitted to the agenda of a regular General Assembly and acted upon.
   1. A Responsive Resolution is a resolution made in response to a substantive portion of a report by an officer or committee reporting to a regular General Assembly.
   2. Adoption of a Responsive Resolution shall be by two- thirds vote.

SECTION 4.17. Items Admitted to Special General Assembly Agenda.
Except for non-substantive items related to greetings and similar matters, no item not on the agenda for a Special General Assembly shall be admitted to the agenda of that Assembly.

*SECTION 4.18. Agenda Rules.
General Assemblies shall adopt rules relating to the agenda.

*SECTION 4.19. Rules of Procedure.
Rules of procedure for the conduct of the meeting shall be adopted at each General Assembly.

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ARTICLE V Committees of the Association

SECTION 5.1. Committees of the Association.
The standing committees of the Association shall be:

(a) the Nominating Committee;
(b) the General Assembly Planning Committee;
(c) the Commission on Appraisal;
(d) the Commission on Social Witness; and
(e) the Board of Review.

SECTION 5.2. Election and Terms of Office.
Elected members of all Section 5.1 committees shall take office at the close of the General Assembly at which they are elected and shall serve until their successors are elected and qualified except as otherwise provided herein.

One-half as nearly as possible of the elected members of the General Assembly Planning Committee and the Commission on Social Witness shall be elected at the regular General Assembly held in each odd-numbered year. The elected members of the General Assembly Planning Committee and the Commission on Social Witness shall serve for terms of four years. One-third of the members of the Nominating Committee and the Commission on Appraisal shall be elected at the regular General Assembly held in each odd-numbered year. The elected members of the Nominating Committee and the Commission on Appraisal shall serve for single terms of six years. Any member of the Nominating Committee or the Commission on Appraisal in office for a period of more than three years shall be deemed to have completed a six-year term for the purposes of re-election.

Notwithstanding anything to the contrary contained in this Section 5.2 or Section 5.6, the following provisions shall be applicable to elections of members of the Nominating Committee. At the 1997 regular General Assembly, five members of the Nominating Committee shall be elected, three of whom shall be elected for six-year terms and two for four-year terms. The Nominating Committee shall propose at least three candidates for six-year terms and at least two candidates for four-year terms. At the 1999 regular General Assembly, four members of the Nominating Committee shall be elected, three of whom shall be elected for six-year terms and one for a four-year term. The Nominating Committee shall propose at least three candidates for six-year terms and at least one candidate for a four-year term. At the 2001 regular General Assembly, two members of the Nominating Committee shall be elected for six-year terms. The Nominating Committee shall propose at least two candidates for six-year terms. At the 2003 regular General Assembly, four members of the Nominating Committee shall be elected, three of whom shall be elected for six-year terms and one for a four-year term. The Nominating Committee shall propose at least three candidates for six-year terms and at least one candidate for a four-year term. The provisions of this paragraph shall expire immediately following the 2003 regular General Assembly.

SECTION 5.3. Qualifications of Committee Members.
In order to qualify to be appointed or to continue as a member of a standing committee of the Association, a person must be a member of a member congregation.

SECTION 5.4. Removal of Committee Member.
A member of any standing committee of the Association may be removed by a three-fourths vote of the Board of Trustees at a meeting at which not less than three-fourths of the Board is present, if in the opinion of the Board the member is incapacitated or otherwise unable to carry out the duties of the office.

SECTION 5.5. Vacancies.
A vacancy created by the death, disqualification, resignation, or removal of an elected member of a standing committee of the
Association shall be filled by the Board of Trustees until the next regular General Assembly held in an odd-numbered year. The vacancy shall then be filled by election for the balance of the unexpired term, if any.

SECTION 5.6. Nominating Committee.
The Nominating Committee shall consist of nine elected members.
A member shall not during the term of office hold any salaried position in the Association, and shall not be eligible for re-election to the Nominating Committee until after an interim of four years.
The Nominating Committee shall submit nominations for certain elective positions of the Association, as provided in Article IX.

SECTION 5.7. General Assembly Planning Committee.
The General Assembly Planning Committee shall consist of eight elected members and two members appointed by the Board of
Trustees at its first meeting following the regular General
Assembly in each odd-numbered year. No elected member shall serve on the Committee for more than two four-year terms in succession. The appointed members shall serve for terms of two years and until their successors are appointed and qualified. The
Committee shall prepare the agenda for each regular General
Assembly and shall be responsible for arrangements for programs and meetings to be held in connection therewith. It may establish subcommittees of its members and may delegate part or all of its powers to them.

SECTION 5.8. Commission on Appraisal.
The Commission on Appraisal shall consist of nine elected members. A member shall not during the term of office serve as a trustee or officer or hold a salaried position in the Association. The
Commission on Appraisal shall:

(a) review any function or activity of the Association which in its judgment will benefit from an independent review and report its conclusions to a regular General Assembly;
(b) study and suggest approaches to issues which may be of concern to the Association; and
(c) report to a regular General Assembly at least once every four years on the program and accomplishments of the Association.

SECTION 5.9. Commission on Social Witness.
The Commission on Social Witness shall consist of three members elected by the General Assembly and two members appointed by the Board of Trustees. The election and appointment of members shall occur only at regular General Assemblies held in odd numbered years.

(a) Each appointment and election of a member to the Commission will be for a term of four years;
(b) One member shall be appointed each odd-numbered year; and
(c) No fewer than one nor more than two members shall be elected each odd-numbered year, as is required to insure a full complement of elected members.

No member shall serve on the Commission for more than two four- year terms in succession. In the case of a vacancy in an appointed position by reason of death, disqualification, resignation or removal, the vacancy shall be filled at any time for the remainder of the term by appointment by the Board of Trustees for the balance of the term. The duties of the Commission are described in Section 4.12 and Section 4.16 of the Bylaws and Rules G-4.12.1, G-4.12.2, and G-4.18.2.

SECTION 5.10. Board of Review.

1. Members. The Board of Review shall consist of eight members as follows:
   1. Three members who are ministers, each of whom at the time of election is in final ministerial fellowship with the Association and has held such fellowship continuously for the preceding seven years; and
   2. One member who is a credentialed religious educator-masters level; and
   3. Four members who are not ministers or credentialed religious educators, each of whom at the time of election is a member of a certified member congregation and has been a member of one or more such congregations for not less than three years as an officer or a member of the governing bodies of one or more such congregations.
2. Election and Term. At each regular General Assembly held in an odd-numbered year one person who is neither a minister nor a credentialed religious educator shall be elected an shall serve for a term of eight years and until a successor is elected and qualified. At each regular General Assembly held in an odd-numbered year there shall be elected either a minister, as described in subsection (a)(1) above, or a credentialed religious educator-masters level as described in section (a)(2) above, who shall serve for a term of eight years and until a successor is elected and qualified. In the first election in an odd-numbered year following the adoption of the amendment to this subsection (b) as stated above, the election shall be of a credentialed religious educator, and this sentence shall thereafter be deleted from this subsection.
3. Qualifications. No member of the Board of Review shall during the term of office be a member of the Ministerial Fellowship Committee, the Religious Education Credentialing Committee, or hold any salaried position in the Association.
4. Removal. A member of the Board of Review may be removed without hearing by the vote of six other members.

SECTION 5.11. Additional Committees.
Additional committees may be created by any General Assembly by adoption of a resolution which shall state the membership, terms, qualification, method of selection, and duties thereof.

SECTION 5.12. Presiding Officer.
Each committee shall elect a presiding officer from among its members at its first meeting following the regular General Assembly in each odd-numbered year. In the absence of such election the Board of Trustees may designate a temporary presiding officer from among members of the committee.

SECTION 5.13. Time and Place of Meetings.
Each committee shall hold meetings at such times and places as it may determine.

SECTION 5.14. Call and Notice of Meetings.
Meetings of committees may be called by the presiding officer and shall be called by the presiding officer at the request of a majority of the members of the entire committee. Notice of committee meetings shall be given in writing not less than ten nor more than sixty days before the meeting and shall state the time and place of the meeting.

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ARTICLE VI Board of Trustees

SECTION C-6.1. Responsibility.
The Board of Trustees shall conduct the affairs of the Association and, subject to these Bylaws, shall carry out the Association's policies and directives as provided by law.

SECTION 6.2. Powers.
The Board of Trustees shall act for the Association between
General Assemblies.

SECTION 6.3. Membership.
The Board of Trustees shall consist of:

1. the President, without vote, the Moderator and the Financial Advisor;
2. Three trustees elected at large, and a youth trustee at large;
3. one trustee representing each district.

*SECTION 6.4. Election of Trustees.
The youth trustee at large and one-half of the other number of trustees at large shall be elected at the regular General Assembly held in each odd-numbered year. One-half, as nearly as possible, of the trustees representing districts shall be elected prior to each such General Assembly. The Board of Trustees shall divide the districts into two groups for purposes of electing trustees.

SECTION 6.5. Term.
Trustees shall take office immediately after the close of the General Assembly at or prior to which they are elected and, with the exception of the youth trustee at large, shall serve for terms of four years or until their successors are elected and qualified. The youth trustee at large shall serve for a term of two years or until his or her successor is elected and qualified. Any partial term of more than two years shall be considered a full term for purposes of this section. No trustee may serve more than two successive full terms. However, a trustee may at any time become one of the elected officers of the Association and serve as long in that office as if such trustee had not previously been a trustee. No person who has served as elected officer for a full term shall thereafter be elected a trustee without an interim of four years.

*SECTION 6.6. Qualifications of Trustees.
Each elected trustee shall be a member of a member congregation. An elected trustee representing a district shall reside in that district and shall be a member of a member congregation located in the district. A trustee who ceases to meet these qualifications shall be disqualified and the office declared vacant. The youth trustee at large shall be an individual aged 14 to 20 inclusive years at the time of election. Not more than one trustee shall be a member of the same member congregation. If a trustee becomes a member of a member congregation in which another trustee is already a member, such trustee shall be disqualified and the office declared vacant. The Board of Trustees shall adopt rules for the application of this section to persons holding membership in more than one member congregation. Notwithstanding anything else to the contrary contained in these Bylaws, each of the trustees currently representing the Prairie Star district and the St. Lawrence district shall be deemed to qualify as a trustee under this Section until the earlier to occur of the expiration of his or her current term or his or her resignation. The foregoing sentence and this sentence shall automatically expire and be deleted from these Bylaws when both trustees currently representing the Prairie Star district and the St. Lawrence district no longer qualify as trustees, by reason of expiration of term or vacancy created as referred to in Section 6.8(b).

SECTION 6.7. Resignation and Removal of Trustees.
A trustee may at any time resign by giving written notice to the Board of Trustees. Such resignation shall take effect at the time specified therein, or, if no time is specified, then on delivery. A trustee may be removed by a three-fourths vote of the entire Board at a meeting at which not less than three-fourths of the entire Board is present if in the opinion of the Board such trustee is incapacitated or otherwise unable to carry out the duties of the office.

SECTION 6.8. Vacancies.

1. Trustee at Large. A vacancy created by the death, disqualification, resignation, or removal of a trustee at large shall be filled by majority vote of the remaining trustees until the next regular General Assembly at which an election can be held. The vacancy shall then be filled by election for the balance of the unexpired term, if any.
2. Trustee Representing District. A vacancy created by death, disqualification, resignation, or removal of a trustee representing a district or by the creation of a new district entitled to be represented by a trustee shall be governed by the bylaws of the district and Section 9.11 of these Bylaws subject to the following limitations:
   1. If fewer than two regular General Assemblies have met and adjourned since the General Assembly at which the trustee took office, the governing body of the district shall make an interim appointment until the position is filled by a special election within one year from the date the vacancy occurs;
   2. If the vacancy occurs at any other point in the term, either the governing body of the district shall fill the vacancy for the remainder of the term or the District shall provide for an interim appointment by its governing body until the position is filled by a special election.

An invalid election does not create a vacancy for purposes of this section.

SECTION 6.9. Place of Meeting.
The Board of Trustees shall hold its meetings at such places as the Board may determine.

SECTION 6.10. Regular Meetings.
Regular meetings of the Board of Trustees shall be held at such times as the Board may determine. No fewer than three regular meetings of the Board shall be held during each fiscal year of the
Association.

SECTION 6.11. Special Meetings.
Special meetings of the Board of Trustees may be called by the
Moderator or President, and shall be called by the Moderator at the request of eight trustees. Notice of special meetings shall be given in writing not less than five nor more than sixty days before the meeting and shall state the agenda, time and place of the meeting.

SECTION 6.12. Waiver of Notice.
Notice of a meeting need not be given to any trustee who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice.

SECTION 6.13. Quorum.
A majority plus one of the entire voting membership of the Board of Trustees shall constitute a quorum for the transaction of business.

SECTION 6.14. Compensation.
Except for the President, members of the Board of Trustees shall not receive compensation for their services but shall be reimbursed as determined by the Board of Trustees for the expenses reasonably incurred by them in the performance of their duties.

SECTION 6.15. Annual Report.
The Secretary shall on behalf of the Board of Trustees present an annual report of its activities to the member congregations and at each regular General Assembly.
ARTICLE VII Committees of the Board of Trustees

SECTION 7.1. Committees of the Board of Trustees.
The standing committees of the Board of Trustees shall be:

1. the Executive Committee;
2. the Ministerial Fellowship Committee;
3. the Finance Committee;
4. the Investment Committee;
5. the Religious Education Credentialing Committee; and
6. the Audit Committee.

SECTION 7.2. Appointment and Term of Office.
Members of the Executive Committee, Finance Committee, Investment Committee, Religious Education Credentialing Committee, and board-appointed members of the Ministerial Fellowship Committee and Audit Committee shall be appointed by the Board at its first meeting following the regular General Assembly in each odd-numbered year except as otherwise provided herein. Members of such committees shall serve for terms of two years and until their successors are appointed and qualified.

SECTION 7.3. Removal of Committee Member.
Standing committee members appointed by the Board of Trustees serve at the pleasure of the Board and may be removed by it at any time.

SECTION 7.4. Vacancies.
A vacancy on any committee of the Board among members appointed by the Board of Trustees shall be filled by it.

SECTION 7.5. Executive Committee.
The Executive Committee shall consist of the Moderator, the First Vice Moderator, the Secretary, the Financial Advisor, and the Chair of the Finance Committee. The position on the committee occupied by the First Vice Moderator shall be filled by the Second Vice Moderator at any meeting of the committee from which the First Vice Moderator is absent or at which the First Vice Moderator is presiding in the absence of the Moderator. The position on the committee occupied by the Secretary shall be filled by the Assistant Secretary at any meeting of the committee from which the Secretary is absent. The Executive Committee shall conduct the current and ordinary business of the Association between meetings of the Board of Trustees. If between meetings of the Board of Trustees, matters arise which (1) in the opinion of the Executive Committee are not current and ordinary business but in the best interests of the Association must nevertheless be acted upon, or (2) the Executive Committee has been authorized by the Board to be acted upon, then the Executive Committee may act thereon for the Board of Trustees, but only if four or more members vote the action.

SECTION 7.6. Ministerial Fellowship Committee.
The Ministerial Fellowship Committee shall consist of fourteen members as follows:

(a) six members who are not ministers appointed by the Board;
(b) six members who are ministers in final fellowship with the Association, with at least one from each category of ministry including community ministry, appointed by the Board; and
(c) two members appointed by the Unitarian Universalist Ministers Association.

Two members of the committee, and only two, shall be trustees.
The committee shall have jurisdiction over ministerial fellowship with the Association as provided in Article XI hereof. The Board of Trustees shall designate a person who is not a member of the committee to be its Executive Secretary and keep its records.

SECTION 7.7. Finance Committee.
The Finance Committee shall consist of the Financial Advisor, the Treasurer, five trustees who shall not be members of the Investment Committee, and the Moderator without vote. The duties of the Finance Committee are set forth in Article X.

SECTION 7.8. Investment Committee.
The Investment Committee shall consist of the Financial Advisor, the Treasurer, and five other persons, at least one of whom shall be a trustee and none of whom shall be members of the Finance
Committee. The duties of the Investment Committee are set forth in Article X.

SECTION 7.9. Additional Committees.
The Board of Trustees may appoint additional committees to serve at its pleasure and shall determine the membership, qualifications, and duties thereof.

SECTION 7.10. Presiding Officer.
The Board of Trustees shall appoint one member of each standing committee of the Board to be its presiding officer.

SECTION 7.11. Time and Place of Meetings.
Each standing committee of the Board shall hold meetings at such times and places as it may determine.

SECTION 7.12. Call and Notice of Meetings.
Meetings of standing committees of the Board may be called by the presiding officer and shall be called by the presiding officer at the request of a majority of the members of the entire committee.
Unless the Board of Trustees otherwise provides, notice of meetings of each standing committee shall be given in such a manner and within such time as the standing committee determines.

SECTION 7.13. Religious Education Credentialing Committee.
The Religious Education Credentialing Committee shall consist of seven members as follows:

1. three members, none of whom is a parish minister, minister of religious education, community minister, a credentialed religious educator, or a director of religious education, appointed by the Board;
2. one member who is a parish minister or community minister, appointed by the Board;
3. one member who is a minister of religious education, appointed by the Board;
4. one member who is a credentialed religious educator-masters level, appointed by the Board; and
5. one member nominated by the Board of the Liberal Religious Educators Association and appointed by the Board of Trustees.

The Committee shall have jurisdiction over religious education credentialing with the Association as provided in Article XII thereof. The Board of Trustees shall designate a person who is not a member of the committee to be its Executive Secretary and keep its records.

SECTION 7.14. Audit Committee.
The Audit Committee shall consist of five members as follows:

1. three persons appointed by the Board, none of whom are members of the Board or hold a salaried position with the Association;
2. the Financial Advisor; and
3. a member of the Finance Committee, who shall be appointed by the Board.

No member of the Audit Committee shall serve for more than four terms on the Audit Committee.

The duties of the Audit Committee are set forth in Article X.

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ARTICLE VIII Officers of the Association

*SECTION 8.1. Officers Enumerated.

1. Elected Officers. The elected officers of the Association shall be a Moderator, a President, and a Financial Advisor.
2. Appointed Non-salaried Officers. The appointed non-salaried officers of the Association shall include one or more Vice Moderators, a Secretary, and a Recording Secretary and may include such other officers as the Board of
   Trustees may appoint.
3. Appointed Salaried Officers. The appointed salaried officers of the Association shall include a Treasurer, and may include one or more vice presidents, assistant treasurers, and such other officers as the Board of Trustees may determine.

SECTION C-8.2. Control by Board of Trustees.
All officers shall be subject to the direction and control of the Board of Trustees. All appointed officers shall be appointed by the Board of Trustees and shall serve at its pleasure.

SECTION 8.3. Term of Office.

1. Elected Officers. The elected officers shall be elected at a regular General Assembly in an odd-numbered year and shall take office immediately after the close of such General Assembly.
   1. President. The President shall serve for a term of four years and until his or her successor is elected and qualified. No President shall serve more than two successive terms; and any partial term of more than two years served by reason of appointment and/or election to office pursuant to subsection 8.7(a) below shall be considered a full term for purposes of this subsection.
   2. Moderator and Financial Advisor. The Moderator and Financial Advisor shall each serve for a term of four years and until his or her successor is elected and qualified. No Moderator or Financial Advisor shall serve more than two successive full terms; and any partial term of more than two years served by reason of appointment and/or election to office pursuant to subsection 8.7(a) below shall be considered a full term for purposes of this subsection.
2. Appointed Non-salaried Officers. The appointed non- salaried officers shall serve for one or more terms of two years and until their successors are appointed and qualified.

SECTION 8.4. Qualification of Officers.
Each officer of the Association shall be a member of a member congregation. If an officer ceases to be a member of any member congregation, such officer shall be disqualified and the office declared vacant.

SECTION 8.5. Removal of Officers.

1. Elected Officers. An elected officer may be removed by a three-fourths vote of the entire Board of Trustees at a meeting at which not less than three-fourths of the entire Board is present if in the opinion of the Board such officer is incapacitated or unable to carry out the duties of the office. The President may also be removed by such a vote of the Board if it determines that such removal is in the best interests of the Association.
2. Appointed Officers. An appointed officer may be removed by the Board of Trustees at any time.

SECTION 8.6. Resignation.
An officer may resign at any time by giving written notice to the Moderator, who shall immediately forward copies to the Board of Trustees. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon delivery.

SECTION 8.7. Vacancies.

1. Elected Officers. A vacancy created by the death, disqualification, resignation, or removal of an elected officer shall be filled by the Board of Trustees until the next regular General Assembly at which an election can be held. The vacancy shall then be filled by election for the balance of the unexpired term, if any.
2. Appointed Non-salaried Officers. A vacancy created by the death, disqualification, resignation, or removal of an appointed non-salaried officer may be filled by the Board of Trustees for the balance of the unexpired term.

SECTION 8.8. Moderator.
The Moderator shall preside at General Assemblies and meetings of the Board of Trustees and the Executive Committee. The
Moderator shall represent the Association on special occasions and shall assist in promoting its welfare.

SECTION 8.9. President.
The President shall be the chief executive officer of the Association and shall be a member, ex-officio, without vote, of all standing committees of the Association, except the Nominating Committee and the Board of Review, and of all standing committees of the Board except the Ministerial Fellowship Committee and the Religious Education Credentialing Committee.

SECTION 8.10. Financial Advisor.
The duties of the Financial Advisor are set forth in Article X.

*SECTION 8.11. Executive Vice President.
In the event an Executive Vice President should be appointed, the
Board of Trustees shall describe his or her duties.

SECTION 8.12. Vice Moderators.
The Vice Moderator or Moderators shall be elected from among the members of the Board of Trustees by its members. In the absence of the Moderator a Vice Moderator shall preside at meetings and perform the duties of the Moderator. A Vice Moderator shall perform such other duties as may be assigned by the Board. In the event that more than one Vice Moderator is elected, one of the Vice Moderators shall be designated First Vice Moderator.

SECTION 8.13. Vice Presidents.
Any Vice President appointed shall have such powers and shall perform such duties as may be assigned by the Board of Trustees or as assigned by the President in conformity with any provisions of the Board appointment.

SECTION 8.14. Secretary.
The Secretary shall be appointed from among the members of the Board of Trustees and shall perform all duties usually pertaining to the office, except those of a Clerk under Massachusetts law. The Secretary shall represent the Association on special occasions and shall assist in promoting the welfare of the Association.

SECTION 8.15. Treasurer.
The duties of the Treasurer are set forth in Article X.

SECTION 8.16. Recording Secretary.
The Recording Secretary shall at all times be a resident of the Commonwealth of Massachusetts and upon being appointed shall be sworn to the faithful performance of the duties of the office. If the Recording Secretary ceases to be a resident of the Commonwealth of Massachusetts, such person shall be disqualified and the office declared vacant. The Recording Secretary shall keep an accurate record of all meetings of the Association and the Board of Trustees, shall perform such other duties as may be assigned by the Board, and shall perform the duties of a Clerk under Massachusetts law.

SECTION 8.17. Other Appointed Officers.
The Board of Trustees may appoint such other officers as it deems necessary and shall fix their powers and duties.

SECTION 8.18. Compensation.
The Moderator, the Financial Advisor, and the appointed non- salaried officers shall not receive compensation for their services but shall be reimbursed as determined by the Board of Trustees for expenses reasonably incurred by them in the performance of their duties.

SECTION 8.19. Reports by Officers.
The Moderator, the President, the Financial Advisor, and the Treasurer shall each make an annual report to the member congregations and to each regular General Assembly.

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ARTICLE IX Nominations and Elections

SECTION 9.1. Elective Positions.
The elective positions of the Association include the elective positions at large and those trustee positions where the election occurs at the district level. The elective positions at large of the
Association are those of the elected officers, those trustees not elected at the district level, and the elected members of the standing committees of the Association. No person shall hold more than one elective position at a time whether by election or appointment. Ex officio positions for the purposes of this Bylaw provision shall be deemed part of the elected position from which the ex officio position is derived.

SECTION 9.2. Nomination Procedures.
The nomination procedures set forth in these Bylaws and the Rules adopted hereunder are exclusive, and no person who is not nominated in accordance with such procedures can be elected to any elective position.

SECTION 9.3. Notice by Nominating Committee.
On or before August 1 of each even-numbered year, the Nominating Committee shall notify all certified member congregations in writing of the elective positions at large and vacancies to be filled at the next regular General Assembly.

SECTION 9.4. Nomination by Nominating Committee.
The Nominating Committee shall submit one or more nominations for each elective position at large to be filled, except Moderator and President, including those to fill any vacancies occurring prior to
October 1 of the year before the election. Only one person from any one member congregation shall be thus nominated to serve on the Nominating Committee. The report of the Nominating
Committee shall be filed with the Secretary of the Association and be mailed to all certified member congregations, associate member organizations, and trustees on or before December 10 of each even-numbered year.

SECTION 9.5. Nomination by Petition. (a) For Moderator and President. A nomination for the office of Moderator or President, or to fill a vacancy in an unexpired term occurring prior to December 1 of the year before the election shall be by petition signed by no fewer than twenty- five certified member congregations, including no fewer than five certified member congregations located in each of no fewer than five different districts. A certified member congregation may authorize the signing of a petition only by vote of its governing board or by vote at a duly called meeting of its members. Such a petition shall be filed with the Secretary of the Association, only in such form as the Secretary may prescribe, not later than February 1 of the year of the election and not earlier than the preceding March 1. If no valid and timely nomination is made by certified member congregations, the Board of Trustees shall nominate one or more candidates for the office. (b) For Other Elective Positions at Large. A nomination for any other elective position at large or to fill a vacancy in an unexpired term occurring prior to December 1 of the year before the election may be by petition signed by not less than fifty members of certified member congregations, with no more than ten signatures of members of any one congregation counted toward the required fifty. A separate petition, in form prescribed by the Secretary, shall be filed for each nomination not later than February 1 of the year of the election and not earlier than the preceding October 1.
Nominations for youth trustee at large shall be so designated.

SECTION 9.6. Qualifications of Nominees.
Each person nominated for an elective position at large shall be a member of a member congregation. No person shall be nominated for more than one such elective position. If a person is nominated for more than one such elective position, the Secretary of the Association shall so notify such person in writing and such person shall have twenty days from the date of the notice to select one nomination which is acceptable. In the absence of a timely selection, all such nominations shall be void and the person shall be so notified in writing by the Secretary.

SECTION 9.7. Vacancy in Nominations.
If all persons nominated for an elective position at large die, decline to serve or are disqualified after the time has expired for making any further nominations, or if no valid and timely nomination is made, the position shall be filled after the final adjournment of the regular General Assembly at which the election would have been held in the same manner as if the position had been filled by election and had then become vacant.

SECTION 9.8. Supervision of Elections.
The Secretary shall supervise all elections for elective positions at large. The Secretary may appoint a committee of tellers to count ballots and perform other routine duties. The Secretary shall decide any question arising during such an election concerning:

1. the interpretation of any provision of these Bylaws or of Rules made hereunder relating to election procedures;
2. any procedural problem relating to the election which is not covered by these Bylaws or by the Rules; or
3. the interpretation of the intent of a voter in marking the ballot.

The Secretary's decision shall be final. The Secretary shall remain neutral in the election and shall not engage in electioneering, except for advocacy of his or her own candidacy for offices for which he or she is nominated.

SECTION 9.9. Conduct of Elections at Large.

1. Election by Ballot. Voting shall be by written ballot, except that if only one person has been validly nominated for each elective position at large the persons so nominated shall be declared elected and no ballots shall be required.
2. Persons Entitled to Vote. Ballots shall be cast only by accredited delegates from certified member congregations and certified associate member organizations to the regular General Assembly at which the election is held and by trustees. No person shall cast more than one ballot.
3. Absentee Voting. Those entitled to cast ballots in an election may cast their ballots by mail. Absentee ballots shall be mailed at least forty five days prior to the General Assembly at which the election is being held. An absentee ballot must be received by the Secretary not less than seven calendar days before the General Assembly in order to be counted.

*SECTION 9.10. Counting of Ballots. (a) For President. If there are no more than two duly nominated candidates for President, the candidate receiving the greater number of votes is elected. If there are more than two duly nominated candidates for President, the ballot shall be designed to permit the designation of first, second, third, etc. choice. If no candidate receives a majority of the first-choice votes cast, the candidate receiving the lowest first choice vote shall be eliminated and the ballots cast for such candidate shall be redistributed in accordance with the second choice indicated thereon. This process shall be repeated until one candidate receives a majority of all votes cast or until only two candidates remain, at which time the one receiving the greater number of votes is elected. (b) For Other Elective Positions