1. 1 UUNashua Bylaws Change Recommendations 06/05/2016Review and Vote on Church Bylaws Change Recommendations Bylaws Review Committee: Cecile Bonvouloir Burns Fisher Steve Hedges Tina Marshman John Sanders Monica Staples

2. 2 UUNashua Major Categories of Change Recommendations 06/05/2016Review and Vote on Church Bylaws Change Recommendations Church Year and timing of the Annual Meeting (Article 5) Authority (Articles 4.1 through 4.5) Officers (less Term Limits) (Articles 6.1 through 6.8) Minister (Articles 7.1 and 9) Membership Age Limitation (Articles 3.1 and 3.2) Nashua Cemetery Association (Articles 4.6 and 10) Affiliated Groups (Article 13.1) Officer and Board Term Limits (Articles 6.1, 7.1 & 7.2) 1 2 3 Tranche * * Each Tranche is intended to have a different effectivity date

3. 3 UUNashua Church Year (Article 5) New Church (Fiscal) Year: July 1 through June 30 (Article 5) Annual Meeting to be held within four weeks prior to the close of the Church Year Notification sent directly to each Voting Member Notification posted on the Sanctuary door at least 2 weeks prior To facilitate other business before the Congregation today, this revision needs to be voted on at the beginning of this Annual Meeting with an retroactive effectivity date of June 1, 2016 Suggested Motion: “ I move that the recommended revisions to Articles 5.1 and 5.2 of the Church bylaws be approved by the Congregation and adopted retroactively with an effective date of June 1, 2016.” Suggested Motion: “ I move that the recommended revisions to Articles 5.1 and 5.2 of the Church bylaws be approved by the Congregation and adopted retroactively with an effective date of June 1, 2016.” 06/05/2016Review and Vote on Church Bylaws Change Recommendations

4. 4 UUNashua Authority (Articles 4.1 thru 4.5) Flow of Authority Congregation  Board of Trustees  Minister / Executive Director Congregational Authority (Article 4.1) “Ultimate Authority for matters pertaining to Church operation Elect: Officers and Board of Trustees, Cemetery Assn., Nominating, FRRC Ratify: Amendments to Bylaws Authorize: Purchase, Sale, Conveyance or Encumbrance of Land, Buildings Call: Settled Minister Approve: Annual Church Budgets Board of Trustees Authority (Article 4.2) Exercises its authority on behalf of the Congregation Articulates Mission & Vision (Ends) of the Church Sets Church Policies (i.e. limitations on the Means) Monitors, assesses and enforces the implementation of Policies Provides general supervision of the Minister / Executive Director Conveys Operational Authority to the Minister / Executive Director 06/05/2016Review and Vote on Church Bylaws Change Recommendations

5. 5 UUNashua Authority (continued) Minister’s Authority (Article 4.3) The Minister shall serve as the Executive Director Bylaws would require further amendments to separate these roles Within limits of Church Policy, exercises broad operational & financial authority conveyed by the Board to: Achieve the Mission and Ends of the Church Meet the Board’s documented expectations for Church performance The Minister shall supervise staff (including hiring & termination) Authorized to prioritize the use of Church resources Prepare & present an annual budget for the Board to recommend to the Congregation for final approval The Minister shall provide oversight and serve as an ex officio, non-voting member of the Children’s Winter Garden with White Wing School Board 06/05/2016Review and Vote on Church Bylaws Change Recommendations

6. 6 UUNashua Authority (continued) Authority to Spend Church Funds and Bonding (new Article 4.4) Executive Director, President and Treasurer (subject to Policy limitations) Delegation by Executive Director requires approval by Board of Trustees All those with this Authority shall, at Church expense, be bonded This is not a new addition to the Bylaws, but has been re-written to cover those who have been delegated check signature authority Authority to Sign Leases, Deeds and Contracts (new Article 4.5) The President and Treasurer shall sign leases, deeds, contracts, etc. as authorized by the Congregation or Board of Trustees This is not a new addition to the Bylaws, but has been moved to the Authority section from Article 6.2 Removed the clause that states that this authority is delegated to Committee Chairs when spending their approved budgets Now reads “signature authority can be delegated subject to policy limitations.” 06/05/2016Review and Vote on Church Bylaws Change Recommendations

7. 7 UUNashua Authority – Motion to Approve There are recommended changes to the Authority of the Nashua Cemetery Association Board of Trustees (new Article 4.6) Discussion and voting on these changes will be bundled with other recommended changes that affect the Nashua Cemetery Association Suggested Motion: “ I move that the recommended revisions to the newly defined Articles 4.1 thru 4.5 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2016.” Suggested Motion: “ I move that the recommended revisions to the newly defined Articles 4.1 thru 4.5 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2016.” 06/05/2016Review and Vote on Church Bylaws Change Recommendations

8. 8 UUNashua Officers (less Term Limits) (Articles 6.1 thru 6.8) Election of Officers (Article 6.1) Changed number of Officers to four; deleted Asst. Treasurers from Table President (Article 6.2) Clarified that the President is full member, ex officio, of all Committees except Nominating and Search Committees Note that this does not include Teams that serve the Minister Authority to sign leases, contracts, etc. was moved to Authority (Article 4) Vice President (Article 6.3) Removed clause pertaining to Board appointments upon Vacancy This situation is already covered under Article 7.6 Assistant Treasurers (Article 6.6) Deleted Article in its entirety. Prior role of Assistant Treasurer is now being performed under the Minister/Executive Director Bonds & Authority to Expend Church Funds (Articles 6.7 - 6.8) Content of both Articles have been moved to Articles 4.4 and 4.5 06/05/2016Review and Vote on Church Bylaws Change Recommendations

9. 9 UUNashua Treasurer Roles & Responsibilities (Article 6.4) The Treasurer shall be responsible for: Assisting the Board in monitoring the financial performance of the Church’s operations and investments Advising the Board on financial trends, health of Church operations and monitoring financial reports Providing perspective for the Board’s goal setting and strategic planning Offering financial insight to the Executive Director & Staff when requested The following operational responsibilities have been removed: Preparing the annual budget in cooperation with the Executive Director Managing the income, expenses, and cash flow of the Church Assisting the Executive Director in preparing financial reports Shall be a full member ex officio of the Invested Funds Committee Suggested Motion: “ I move that the recommended revisions to Articles 6.2 thru 6.8 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2016.” Suggested Motion: “ I move that the recommended revisions to Articles 6.2 thru 6.8 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2016.” 06/05/2016Review and Vote on Church Bylaws Change Recommendations

10. 10 UUNashua Minister (Articles 7.1 and 9) The Minister shall provide administrative supervision of the Church Existing Bylaws added “…in collaboration with the Board of Trustees.” We are recommending that this piece of the sentence be deleted Minister shall be a non-voting ex officio member of the Board of Trustees This has been the case for years. We have simply moved this from Article 7.1 for logical flow reasons Article 9.2 previously stated that the Minister is a non-voting ex officio member of all committees of the Church, except for Nominating This has been deleted Suggested Motion: “ I move that the recommended revisions to Articles 7.1 & 9 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2016.” Suggested Motion: “ I move that the recommended revisions to Articles 7.1 & 9 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2016.” 06/05/2016Review and Vote on Church Bylaws Change Recommendations

11. 11 UUNashua Membership Age Limitation (Articles 3.1 and 3.2) Members (Article 3.1) Increase (non-Voting) Member eligibility from 14 to 16 years of age Voting Members (Article 3.2) Reduce Voting Member eligibility from 18 to 16 years of age Suggested Motion: “ I move that the recommended revisions to Article 3 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2016.” Suggested Motion: “ I move that the recommended revisions to Article 3 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2016.” 06/05/2016Review and Vote on Church Bylaws Change Recommendations

12. 12 UUNashua Nashua Cemetery Association (Articles 4.6 and 10) Nashua CABoT Authority (new Article 4.6) The CABoT has authority to decide how Association funds are to be expended and to make contracts as necessary to achieve these purposes This authority was previously ambiguous and has occasionally been interpreted as a unilateral authority held by the Association Treasurer The Treasurer has authority to sign for funds and contracts, but must exercise this authority in accordance with decisions made by the CABoT Signature authority may be delegated subject to approval by the CABoT Association Funds Management (Article 10.3) The Association Treasurer shall be responsible for implementing the will of the Cemetery Association board with regard to receiving, holding, managing, investing and applying those funds to serve the interest of the Cemetery, including its care, maintenance and security Also corrected the name “Investment Review Committee” to its current name, “Invested Funds Committee” Note: CABoT = Cemetery Association Board of Trustees 06/05/2016Review and Vote on Church Bylaws Change Recommendations

13. 13 UUNashua Nashua Cemetery Association (Articles 4.6 and 10) Association Membership (Article 10.1) Increase Cemetery Assn Board size by one: 4 Trustees + Treasurer Change recommended to address immediate need for volunteers Trustee Requirements (Article 10.2) At least one trustee (shall be) elected at each Annual Meeting Previously stated that exactly one shall be elected each year With four trustees, each serving a 3-year term, this is now impossible All Cemetery Association board members shall have an equal vote on matters considered by the CABoT, and all decisions require a majority vote Previously ambiguous. Could be interpreted that Treasurer’s vote equals the vote of all other trustees Note: CABoT = Cemetery Association Board of Trustees Suggested Motion: “ I move that the recommended revisions to new Article 4.6 and Article 10 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2016.” Suggested Motion: “ I move that the recommended revisions to new Article 4.6 and Article 10 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2016.” 06/05/2016Review and Vote on Church Bylaws Change Recommendations

14. 14 UUNashua Affiliated Groups (Article 13.1) The following Affiliated Groups criteria in Article 13.1 will no longer apply to the White Wing School going forward: (3) has a governing board or committee that is independent of the church (meaning not the responsibility of or under the supervision of the Board of Trustees or Executive Director) (4) whose budget and financial management are also independent of the Church. Affiliated Groups (Article 13.1)) Remove White Wing School as an example of an Affiliated Group Suggested Motion: “ I move that the recommended revisions to Article 13.1 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2016.” Suggested Motion: “ I move that the recommended revisions to Article 13.1 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2016.” 06/05/2016Review and Vote on Church Bylaws Change Recommendations

15. 15 UUNashua Officer and Board Term Limits (Articles 6.1, 7.1 & 7.2) In addition, contiguous tenure for all Board members shall be limited to six years excluding any partial term at the beginning of the member’s tenure. Exception: If this tenure limit is reached while a member is currently serving as President, or after the member has been elected to serve a 1 st term as President, that member may complete all terms as President in accordance with the table No Trustee (Officer or Member-At-Large) shall be eligible for re-election to the Board of Trustees for a period of five years after leaving the Board. Terms begin on the first day and conclude on the last day of the Church fiscal year If a new officer is not elected to succeed an officer at the end of his/her term, the previous officer shall serve in an acting capacity until a successor is elected 06/05/2016Review and Vote on Church Bylaws Change Recommendations

16. 16 UUNashua Suggested Motion: “ I move that the recommended revisions to Article 6.1 and Article 7 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2017.” Suggested Motion: “ I move that the recommended revisions to Article 6.1 and Article 7 of the Church bylaws be approved by the Congregation and adopted effective July 1, 2017.” Officer and Board Term Limits – Motion to Approve In order to give the Nominating Committee sufficient time to plan for these changes, we would like for the Congregation to approve them now with an effective date of July 1, 2017 These changes will not affect current Board Member terms or nominations being voted on at this Annual Meeting They will go into effect next year and all Board Members will be subject to the new term limit rules at that time – no Grandparent exceptions 06/05/2016Review and Vote on Church Bylaws Change Recommendations