BY-LAWS OF THE MAINE
CONFERENCE OF THE UNITED CHURCH
Congregational-Christian Conference of Maine)
As in force June 1, 1966, amended May 1967, 1968, 1971,
October 1975, 1976, 1978, 1982,
September 1990, 1992, 1994, 1996, 1999, 2000, 2001, 2008, June 2010 and
ARTICLE I. NAME AND SEAL
The name of the corporation shall be "Maine Conference of the United
Church of Christ (successor to Congregational-Christian Conference of Maine)" and herein where the word
"Conference" is used, it shall mean "The Maine Conference
of the United Church of Christ, (successor to the Congregational-Christian
Conference of Maine).
The Conference shall have a seal, with the words "The Maine
Conference UCC," and the year "1931" inscribed thereon.
ARTICLE II. PURPOSE
We are the Maine Conference of the United Church of Christ.
We affirm that the Conference, as a part of the Body of Christ, includes the
local church, its members, associations, and all the ministries of the Maine
Conference, working together in shared mission.
Remembering that Jesus Christ is the head of the church and
relying on the power of Holy Spirit to lead us, we seek to respect one another,
challenge one another, empower one another and support one another in our
struggle to build a loving community of faithful servants to the glory of God.
ARTICLE III. PRINCIPLES
- Doctrinal: This body approves the standard of faith
incorporated in the "Statement of Faith" heretofore adopted by
the General Synod of the United Church of Christ.
- Ecclesiastical: This body accepts the two principles set
forth in the Constitution and By-Laws of the United Church of Christ, viz:
in matters of local concern, fellowship in matters of common concern. It
shall not stand in any other than an advisory relation to any individual,
church or association, nor serve as a court of appeal in ecclesiastical
Maine Conference is organized as a conference in accordance with the
Constitution and Bylaws of the United Church of Christ.
ARTICLE IV. MEMBERSHIP
Members The Maine Conference is governed through
Annual and Special Meetings, whose voting members shall consist of:
- Two (2) lay
delegates and a delegate who is under 20 years of age, chosen by and from
each local church with standing in an association of Maine Conference,
plus one additional delegate for each additional hundred members in
excess of 151, all to be elected annually by the local church to serve
for a period of one year or until their successors are elected;
ministers, active or retired, holding authorized ministerial standing in
an association of Maine Conference;
- All members of the Coordinating Council,
commissions and Standing Committees of the Maine Conference (Nominations
Committee and Committee on Credentials);
Moderator, Vice Moderator, Scribe/Clerk and Treasurer of each association
of the Maine Conference;
- All members in
discernment or in care with any association of the Maine Conference; and,
- All members of the
Executive Committee of the State Youth Council.
Members: The Conference, at any
session, may invite by special vote, any person to sit with it as an
honorary, but not as a voting member.
person shall be ineligible for election or appointment to the Council, any
Commission, or committee because of membership in a Schedule I or II
Congregational Christian Church which has not affiliated itself with the
United Church of Christ.
ARTICLE V. OFFICERS
The officers of the conference shall be a Moderator, Vice Moderator,
Clerk, Treasurer, and a Coordinating Council.
and Election: Any member of a church in Maine related to the Conference through
membership in an association
of the United Church of Christ shall be eligible to hold any office to be
filled by a layperson.
The Moderator, Vice Moderator,
Clerk, and Treasurer shall be nominated by the Nominating Committee.
Nominations may also be made from
the floor of the Annual Meeting but no nomination shall be in order until
consent of the nominated person has been obtained. All shall be elected for a
term of two years. The officers elected shall each serve until a successor is
The terms of all such officers,
except when chosen to fill vacancies, shall begin at the close of the Annual
Meeting when elected. Vacancies occurring between meetings of the Conference
shall be filled by the Coordinating Council until the next meeting of the
The Moderator shall be a member of the Coordinating Council and shall
preside at all meetings of the Coordinating Council and of the Conference.
Moderator: The Vice Moderator shall be a member of the Coordinating
Council. In the absence or at the
request of the Moderator,
the Vice Moderator shall perform the duties of the Moderator.
The Clerk shall be member of the Coordinating Council, keep full and
accurate records of the proceedings of all meetings of the Conference,
which records shall be carefully preserved as the permanent property of
The Treasurer, shall be a member of the Coordinating Council, shall
receive and hold all funds of the Conference excepting trust funds, and
disburse the same, together with such other funds as shall be turned over
by the Trustees under the direction of the Coordinating Council. The
Treasurer also shall keep proper account books and accounts of the monies
received and disbursed; shall make a complete financial report,
accompanied by the Auditor's report, at the Annual Meeting of the
Conference or to the Coordinating Council as it may require; and shall be
bonded for faithful discharge of the duties of the office in such a sum as
the Coordinating Council may require.
Officers: Other officers may be added as the Conference may deem
Coordinating Council may for misconduct or neglect of duties remove from
office any person elected or appointed to any conference position
established by the authority of these bylaws, except for Conference
Ministers and Conference staff.
ARTICLE VI. CONFERENCE MINISTER(S) AND ASSOCIATE
Conference may call Conference Minister(s) and Associate Conference
Minster(s) upon recommendation of the Coordinating Council at any meeting
where notice is given in the call.
2. The Conference Minister(s)
shall be chosen as needed to exercise spiritual leadership consistent with the
faith and order of the United Church of Christ. The office of Conference
Minister is both pastoral and administrative.
3. The Conference Minister(s)
shall be responsible for the overall operation and spiritual welfare of the
Conference, and the implementation of the Conference's Mission Statement, goals
and policy. Conference Minister(s) shall be accountable to the Conference
through the Coordinating Council and shall make regular reports to the Council.
Conference Minister(s) shall usually attend Coordinating Council meetings and
shall have voice but not vote.
4. The Conference Minister(s)
and Associate Conference Minster(s) shall maintain active church membership in
a local church of the Maine Conference and shall hold ordained ministerial
standing in an association of the Conference. The Council may arrange with that
association's Church and Ministry Committee appropriate procedures for how
Fitness Reviews of Conference Ministers and Associate Conference Minster(s) are
to be handled.
5. The Conference Minister(s)
shall serve renewable five-year terms. Should the Coordinating Council
determine that it is in the best interests of the Conference to dismiss a
Conference Minister, the Council may recommend such action to a special
Conference Meeting called for that purpose, and may suspend the Conference
Minister with pay and benefits until that meeting. The Council may accept a
resignation and negotiate terms of dismissal.
Should the designated association
Church and Ministry
Committee initiate a Fitness Review of a Conference Minister, that Conference
Minister is automatically suspended with pay and benefits until the Fitness
Review is resolved or the Coordinating Council acts.
6. The Associate Conference
Minster(s) shall serve terms in accordance with the terms of their call.
7. The duties,
responsibilities, accountability, and reporting requirements of the Associate
Conference Minister(s) will be specified according to the terms of their call.
(a) The Coordinating Council
("Council") shall be
the Board of Directors. It shall
Moderator, Vice Moderator, Clerk, and Treasurer;
chairs of the Finance Committee and the Personnel Committee;
member appointed annually from and by each commission;
member elected annually from and by the State Youth Council or its successor;
member appointed annually from and by the Board of Trustees of the Maine
member elected from and by each association for a three-year term; and,
7) Four (4) at-large delegates elected by the
Conference at the Annual Meeting for three-year terms.
8) The immediate past
Moderator for a two-year term.
(b) The Conference Minister(s) and Associate Conference Minister(s)
shall have voice but
not vote in the Council.
(c) Other Conference staff may be granted voice
without vote by the Council.
(d) Terms of office for Council members shall begin
at the close of the Conference Annual
Meeting at which they are elected, or at the next Council
meeting following their appointment.
(e) When the office of
Moderator becomes vacant, the Vice Moderator shall become
Moderator. The Council
shall fill a vacancy in the office of Vice Moderator, Clerk or Treasurer. Other
vacancies shall be filled by the appointing body. If an appointing body fails
to fill a vacancy, the Coordinating Council shall appoint a substitute member
for the remainder of that term of office. The substitute member need not be
from the same appointing body in which the vacancy occurred. The Council may
declare a vacancy in office when a member of the Council or a Commission is
absent for two consecutive meetings.
A majority of the Council shall constitute a quorum.
The Council shall meet at least six (6) times a year. Special meetings may
be held on the call of the Moderator or five Council members, provided
five days notice is stated
in the Call.
(a) The Council shall have
authority and responsibility of the Conference between annual
meetings. Among its areas of
responsibility shall be: finance; search committees; management of properties, including the purchase, sale, mortgage and
lease of real estate other than real estate held in trust; stewardship
concerns; communications, public relations and marketing; personnel;
administrative support; long-range planning and evaluation; policy; and the
Maine Ministerial Relief Society.
(b) The Coordinating Council may
advise as to the care, investment, management, and
disbursement of all general trust
funds of the Conference and in relation to the trust funds they may transmit to
the Trustees their views regarding same.
(c) It shall recommend to the
Conference the call of Minister(s), and shall, when determined
to be necessary, effectuate the termination of any such officer.
(d) It shall make report of its
work to the Annual Meeting of the Conference. It shall
determine the business items to
come before the Annual Meeting. Should the Coordinating Council decline to
present a matter of business, appeal may be had directly to the Conference
5. Standing Committees of the Coordinating
(a) Annual Meeting Committee
The Annual Meeting Committee shall consist of a Chairperson, Vice
(3) At-Large members (one of whom will be a member of the Coordinating
three (3) Commission members (one appointed by each Commission), and the
and Vice Moderator serving ex-officio. This committee shall prepare a
program for the
Annual Meeting. It shall make provision for providing such documents and
papers as may
be necessary for the work of the Conference. Setting of the business
items for the Annual
Meeting shall be the responsibility of the Coordinating Council.
(b) Executive Committee The
Executive Committee of the Coordinating Council shall
consist of the Moderator, Vice
Moderator, Clerk, Treasurer, the chair of each
Commission, the Conference Ministers and Business Manager, and shall act
on behalf of
the Coordinating Council between its meetings.
(c) Finance Committee The
Finance Committee shall consist of two (2) members of the
Coordinating Council appointed annually, two (2) other persons appointed
2 year terms, renewable one time, and the Conference Treasurer. At least two (2)
members shall have sufficient expertise to follow and interpret the
auditing processes. The chair of the Finance Committee shall be elected
from among and
by the Committee. The chair shall serve as a member of the Coordinating
Committee shall advise in
relation to the general finances of the Conference, and shall
make a report thereof to the Coordinating Council as it may require.
Prior to the Annual
Meeting, this committee shall prepare a report on the state of the
treasury, and the amount
of money needed for the ensuing financial year and ways and means for
which report shall be submitted to the Conference through the
(d) Personnel Committee The
Personnel Committee consisting of one (1) member of the
Coordinating Council and four (4) others persons appointed for
(staggered) 2-year terms,
renewable one time. The chair of the Personnel Committee shall be elected from among
and by the Committee. The chair shall serve as a member of the
Committee shall assist the Conference Ministers in developing job descriptions
staff positions, and make recommendations to the Coordinating Council as
adjustments, leaves of absence, retirement, and the employment and
discharge of support
the Local Church Committee
The Resourcing the Local Church Committee shall consist
ing of six
(6) members and
shall disburse the income from the Resourcing the Local Church Endowment
accordance with the Rules of Procedure of the Committee, said Rules of
which require approval of the Coordinating Council. The chair of the Resourcing the
Committee shall be elected from among and by the Committee.
(f) Audit Committee
An Audit Committee consisting of four (4)
members of the Finance Committee, excluding
the Conference Treasurer, elected
annually, plus one member of the Coordinating
Council, appointed annually. At least two (2) members shall have
sufficient expertise to
follow and interpret the accounting and
auditing processes. The Audit Committee
1) Assist the Coordinating Council in fulfilling
its oversight responsibilities relating
to the Conference’s financial reporting,
which shall include: the integrity of
the Conference’s financial statements; the Conference’s compliance with legal
and regulatory requirements; the independent auditor’s qualifications and independence;
and the performance of the Conference’s internal audit function and independent
2) Acquire the services of an independent
auditor to perform audits on The Maine
Conference Consolidated Trust and the Maine Conference United Church of
Christ, the reports of which shall be presented to the Coordinating
Council prior to
the Annual Meeting. These audits
will then be submitted to the Conference
through the Coordinating Council.
3) Make reports to the
Coordinating Council as the Council may require.
(g) The Council may establish such other committees as it deems necessary.
BOARD OF TRUSTEES
A Board of nine (9) Trustees shall be elected by the Conference on
nomination by the Coordinating Council upon recommendation of the
Nominating Committee, each Trustee to serve for a term of three (3) years,
with three (3) Trustees to be elected each year. Any vacancy in the Board
of Trustees shall be filled by appointment of the Coordinating Council or of
its Executive Committee, said Trustees to serve until the next Annual
Meeting of the Conference, at which time the vacancy shall be filled for
the unexpired term by election of the Conference.
The duties of said Trustees shall be to receive, hold, manage, sell,
exchange, invest and reinvest, all trust and endowment funds, and income
therefrom, or trust property which may be acquired by the Conference. The
said Trustees are authorized to do all things necessary and appropriate to
carry out the duties assigned to them including the sale and transfer of
registered securities and the purchase, sale, mortgage and lease of real
estate held in trust by the
From time to time, as the Coordinating Council may determine, the Trustees
shall turn over to the Treasurer the income from said trust funds and such
portion of the principal as may be permissible under the gifts or grant of
trust and the terms for acceptance thereof by the Conference.
All trust funds shall be lodged in the name of the "Maine
Conference of the United Church of Christ" and in such depository or
depositories as the Trustees may designate.
The Board of Trustees shall keep a book of accounts showing the conditions
and provisions relating to each trust fund held by it, and shall keep a
debit and credit account thereof, and shall render to the Annual Meeting
of the Conference, or to the Coordinating Council as it may require, a
complete and detailed statement of any consolidated trust fund and of all
trust funds so held, giving the face value thereof, the book value, the
unit value in the case of a consolidated trust fund, the beneficiaries of
special trust funds and the disbursements from any special or general
trust to the Treasurer, on order from the Moderator.
The conveyance, lease or mortgage of any trust estate shall be made by
order of the Coordinating Council under the seal of the corporation (1) by
the Trustees, as such Trustees, or (2) by any Trustee or the Treasurer,
for such Trustees, when so authorized by the Coordinating Council.
The Trustees shall give such bonds for the faithful discharge of their
duties as the Coordinating Council may determine.
One of the Conference Ministers designated by the Coordinating Council,
shall serve as an advisory member and as secretary of the Board of
STANDING COMMITTEES OF THE CONFERENCE
Committee: There shall be a Nominating Committee consisting of six (6)
members, two (2) of whom shall be elected each year for a three-year term,
together with the
a Conference Minister(s) as a member ex-officio. The
immediate past Moderator shall serve as chair of the committee and for a
two-year term. A majority shall constitute a quorum. This committee
shall nominate all officers, at large Coordinating Council and Commission members, Commission Chairs, and Standing Committees of the Conference whose nomination or
appointment is not otherwise provided for; all delegates to corresponding
bodies and all members of national societies in which the Conference is
entitled to representation; but nominations for all these positions may
also be made from the floor. No nominations made from the floor shall be
in order, however, until the consent of the nominee has been obtained.
on Credentials: There shall be a Committee on Credentials consisting
of three (3) members appointed by the Moderator at the opening of each
meeting of the Conference, to serve for that meeting only, to which the
credentials of all delegates shall be referred.
ARTICLE X. COMMISSIONS
The programming and ministry of the Maine Conference will be
directed through Commissions, each of which shall consist of:
at-large members and the chair elected by the Conference at the Annual Meeting
for three-year terms;
delegate elected by and from
each association of the Conference for three-year terms. If an association
fails to elect a delegate or fill a vacancy when one exists, the Coordinating
Council shall appoint a substitute member for the remainder of that term of
office. The substitute member need not be from the same association in which
the vacancy occurred.
Terms for all members of Commissions shall begin at the
close of the Conference Annual Meeting following their election or at the next
Commission meeting following their appointment. Each Commission shall have
responsibility for programming which relates to its area of ministry. The
Commissions shall support, enable, and encourage activities in the local
church, association and Conference and the wider church. The Commissions shall
establish ongoing and short-term committees working in collaborative ways.
Members of ongoing (or standing) Committees established by a Commission shall
serve rotational terms. After two consecutive absences from meetings of a
Commission, a Commission may declare a vacancy and consult with the
representative body on the needs of the Commission.
1. Commission for Spiritual Life
This Commission shall focus on areas of ministry relating to
God through: Christian study and nurture; leadership development and renewal of
clergy and laity; pastoral care; worship life; theological education; church
and ministry; interim ministry; in consultation with the Coordinating Council,
new or emerging ministries.
2. Commission for Community Life
This Commission shall focus on areas of ministry relating to
one another through: care and assistance to local churches, including search
processes; conflict management consultations; financial development; and church
growth, Pilgrim Lodge ministries; the Resource Center; Youth; Young Adult and
intergenerational ministries; relationship of the associations to the
Conference and each other; and, in consultation with the Coordinating Council,
new and emerging ministries.
3. Commission for Witness Life
This Commission shall focus on areas of ministry relating to
God's world globally, nationally, state-wide, locally and ecumenically through:
serving human need; proclaiming peace and justice; promoting the integrity of
creation; witness of evangelism; denominational and ecumenical ties;
stewardship and mission interpretation; and in consultation with the
Coordinating Council, new and emerging ministries.
ARTICLES XI. MEETINGS
The date, time and location of the Annual Meeting of the Conference shall
be fixed by the Coordinating Council, in collaboration with the Annual
Meeting Committee, except as otherwise determined by a vote of the
Conference at its previous Annual Meeting. Consideration of action not included in the notice is subject to
consent of the delegates at said meeting.
Each Annual Meeting shall include worship as central to all
of its activities. The Conference
Mission Statement shall be read during each Annual Meeting.
Special meetings of the Conference may be called by vote of the Annual
Meeting, or at the discretion of the Coordinating Council, or by a request in writing to the Clerk
of at least one quarter of the local churches which are association
members of the Conference. The
business of the Special Meeting shall be limited to that included in the
Thirty (30) days notice of all meetings of the Conference shall be
given to the local churches which notice shall include the business to be
At least thirty (30) voting
delegates must be present for an Annual or Special Meeting of the
Conference. At least one fifth of the churches which are association
members of the Conference and two thirds of the associations of the
Conference must be represented. At least twenty (20) voting delegates must
be lay delegates elected by local churches. If those gathered do not
constitute a quorum, they may adjourn the meeting and designate a date,
time and location to reconvene the meeting no less than thirty (30) days
from that of the previously scheduled meeting.
Procedure shall be governed by Robert's Rules of Order as revised,
except as altered by rules adopted by vote of two-thirds of the delegates
present at any meeting.
Moderator shall preside at all Annual and Special Meetings of the Conference
and may, with the approval of the Coordinating Council, appoint a
parliamentarian to serve at any meeting. In the absence or at the request of the Moderator, the Vice
Moderator shall assume the duties of the Moderator.
ARTICLE XII. APPROPRIATIONS
The Coordinating Council shall present a proposed budget to
the Annual Meeting for its consideration and action. The Annual Meeting shall
have the power to amend the proposed budget; however, no motion on the floor of
the Annual Meeting which has the effect of increasing total expenditures shall
be in order unless such motion includes the funding of said increase in
accordance with generally accepted accounting principles and the customary
financial practices of the Conference.
The Coordinating Council shall have the power to amend the
approved budget between Annual Meetings as deemed appropriate and necessary.
Within its approved budget, each Commission shall have the authority to fund
increases in individual line items by corresponding decreases in other line
ARTICLE XIII. CONFLICT OF INTEREST
No person shall be
ineligible to serve the Conference as a member of the Coordinating Council, any
Commission or Committee of the Conference, or as an officer, agent or in some
other representative capacity on behalf of the Conference solely by reason of
also serving in a representative capacity with some organization or entity with
which the Conference does business or has some other significant relationship.
Any contract or
transaction engaged by the Conference shall be valid notwithstanding any such
potential conflict of interest if (1) the material facts of the dual
relationship are disclosed or known by the Coordinating Council or other body
acting on behalf of the Conference and the action is authorized in good faith
by a majority of the disinterested members of the Council or body even though
less than a quorum; or (2) the material facts of the dual relationship are
disclosed or known to the membership and are approved in good faith by them; or
(3) the contract or transaction is fair as of the time authorized, approved or
ratified by the Council or other acting body thereof or by the membership.
shall indemnify any Coordinating Council member, commission and committee
member, officer, employee or agent, and the officers and church and ministry
committee members of all associations affiliated with the Maine Conference,
either current or former, against any and all liability or expenses incurred in
connection with any proceeding arising out of their role on behalf of the
Conference or association to the fullest extent permitted by law. Expenses are
intended to be broadly interpreted to include attorney’s fees, costs and any
other reasonable and necessarily incurred expenses.
shall maintain liability insurance for the benefit of any corporate official,
agent, or employee against any liability asserted against or incurred by a
corporate official, agent, or employee.
It is the
intention of this section to provide the maximum protection available under Maine law. This coverage
shall extend to any and all acts or omissions other than willful misconduct.
The Conference may advance expenses or undertake the defense of any individual
covered in this section provided, however, that the individual shall reimburse
the Conference for these expenses if it should ultimately be determined that
the individual is not entitled to indemnification based on willful misconduct.
The Conference and its property shall be forever devoted to
religious purposes. No officer, member or employee thereof shall receive any
pecuniary profit from the organization, except reasonable compensation for
services in effecting one or more of its purposes. In the event of the
dissolution of the Conference, its
property shall become vested in, and its functions as trustee, if any,
administered by, such organization which is organized and operated exclusively
for religious and charitable purposes as the Coordinating Council of the
Conference, acting with the approval of the Conference by a vote of two-thirds
of the members present at any Annual or Special meeting, shall determine.
These By-Laws may be amended at any duly called meeting of
the Conference by a two-thirds vote of the members present, provided that the
amendment shall have been submitted to the Conference in writing at a previous
meeting of the Conference, or have been incorporated in the Call for the