Our governance manual provides a framework for congregational planning and decision-making, and lay leaders work collaboratively with staff.
Congregational meetings are held at least twice per year where members vote on major decisions that affect our community.
A covenant developed in 2018 through a series of congregational workshops, with our vision of what it means to be in right relations, and which we commit to as a community.
As individual people working together to form an inclusive, joyful, and sacred community, we commit to this covenant:
By honoring these commitments, we foster an empowered Northlake community, promoting love, equity and justice in the world.
These bylaws will incorporate, be subject to, and governed by, the relevant requirements of the Washington Nonprofit Corporation Act, RCW 24.03A effective January 1, 2022, and any subsequent amendments thereto. These bylaws will be in accord with the Articles of Incorporation dated May 27, 1998 and any subsequent amendments.
These bylaws will be in line with the requirements of Washington’s Uniform Prudent Management of Institutional Funds, RCW 24.55. In the event of a direct conflict between the provisions of these bylaws and the Articles of Incorporation, the Articles of Incorporation will be the prevailing and controlling law. The Northlake Unitarian Universalist Church board is recognized as the sole member-elected governing body.
Section 1. The legal name of this church is Northlake Unitarian Universalist Church, herein referred to as Northlake. Its address is 308 Fourth Avenue South, Kirkland, WA 98033.
Section 2. Northlake is affiliated with and financially supports the Unitarian Universalist Association, located at 24 Farnsworth St, Boston, MA 02210.
Section 1. Northlake is a non-profit church.
Section 2. The purpose and values of Northlake are voted on by members and expressed in a vision, mission statement, and the Northlake Covenant of Right Relations.
Section 1. Northlake will hold open and welcoming congregational gatherings for the purpose of worship on Sundays. Additional congregational gatherings may be held whenever appropriate at the discretion of Northlake’s minister and leadership as defined in these bylaws and in accordance with local and state regulations.
Section 2. Northlake will schedule town hall meetings on an as-needed basis. The town hall meetings will be focused on congregation-wide information pertinent to the mission, vision, and values of Northlake.
Section 1. Membership application is open to any person who is in sympathy with the purpose of Northlake. Membership applicants will complete a prescribed onboarding program.
Section 2. To maintain membership, the individual will actively participate; commit to and make a contribution of record each year; and act in alignment with the mission, vision, and values of Northlake.
Section 3. Northlake members may participate in all aspects of Northlake activities, hold governance leadership positions, and lead ministerial teams, groups, and task forces.
Section 4. Members who have passed away or requested that their membership be terminated will be removed from membership. Reasons for Northlake terminating membership include non-participation and not having made a contribution of record.
Section 5. Northlake membership may also be terminated by the board for good cause, including breach of the Northlake Covenant of Right Relations. The covenant will be available to all. The board will exercise due process, while protecting the privacy and guarding the rights of members.
Section 1. Northlake is a self-governing church whose members are ultimately responsible for handling church affairs. Northlake members assume and carry out this obligation when they vote at member meetings. Northlake members are expected to respect and practice the principles outlined in the Northlake Covenant of Right Relations.
Section 2. Responsibilities include electing board, treasurer, and nominating committee candidates. Responsibilities also include calling or dismissing a minister, voting on the proposed annual budget, and ratifying bylaws and amendments
Section 3. Northlake members ratify board proposals to purchase, sell, lease, exchange, or otherwise dispose of assets or real properties valued in excess of $50,000; take on debt or expenses in excess of $50,000; and initiate capital campaigns in excess of $50,000.
Section 1. Northlake will hold an annual member meeting as required by law, and at least one other member meeting each year. The membership rolls will be kept complete and current. The list of members will be available for inspection upon request a minimum of two business days before each member meeting, and available on-site until the meeting is adjourned.
Section 2. Members will be given notice of the date, time, place, and proposed rules of procedure for each annual, regular, or special member meeting. Notification will be provided a minimum of 30 days before the scheduled date of an annual or regular member meeting. Notification for a special member meeting will be provided a minimum of 10 days before the scheduled date of the meeting. Notification may be by United States mail, telephone, or electronic notifications including but not limited to email, text message, website, newsletter, or social media post. Annual, regular, and special member meetings may be rescheduled or postponed by a simple majority of the board. A special member meeting may be canceled by a simple majority of the board.
Section 3. Member meetings will be conducted using methods accessible to the members as decided by the board at the board’s sole and absolute discretion. Attending members will be considered present, counted for quorum, and able to vote whether the meeting is held in person, via video conferencing or similar technology, or a hybrid of in-person and remote.
Section 4. The rules of procedure for annual, regular, or special member meetings will be the Standing Rules for Member Meetings, supplemented when needed by the most recently published version of the Democratic Rules of Order.
Section 5. Special member meetings will focus on one or more specific topics that will be stated in the notification. The board will call a special member meeting following the receipt of a written request from at least 5% of the members. The written request must include the purpose of the meeting. Special member meetings may also be called by the board president or by a simple majority of the board.
Section 1. Northlake members eligible to vote will have been members for at least 30 days immediately prior to a meeting. A vote may only be taken when there is a quorum. A quorum exists when 30% or more members are present to vote, except as noted below.
Section 2. The board will determine the method of voting, which may include paper, hand, voice, electronic, or a combination thereof. The Northlake member meeting presiding officer, typically the president of the board, will announce when polls open and close. After the polls close no additional votes will be accepted. All votes will be in real time. There will be no proxy votes.
Section 3. All motions at member meetings pass with a simple majority vote, greater than 50% of the members present, with three exceptions. 1) Ratification of the bylaws or amendments thereto requires a 30% quorum and a positive vote of at least 67% of the members present. 2) Proposals to purchase, sell, lease, exchange, or otherwise dispose of assets or real properties valued in excess of $50,000; take on debt or expenses in excess of $50,000; and initiate capital campaigns in excess of $50,000 require a 30% quorum and a positive vote of at least 67% of the members present. 3) Calling or dismissing a minister requires a heightened quorum of 40% and a positive vote of at least 90% of the members present.
Section 1. Northlake recognizes that our community includes friends who are in alignment with the Northlake mission, vision, and values, and who are asked to respect and practice the principles outlined in the Northlake Covenant of Right Relations.
Section 2. Northlake friends may participate in ministry teams, groups, and task forces, and may assume leadership roles in the ministry at the request of the minister or board. Northlake friends may participate as members of governance standing committees, subcommittees, and task forces.
Section 3. Northlake friends will not hold elected or appointed governance leadership positions. Northlake friends will not vote on member decisions or elections. Section 4. Northlake friends may make contributions of record.
Section 1. Northlake church governance will be defined by member-ratified bylaws, board-ratified charters, and committee-ratified policies and procedures. The board will hold regular meetings to ensure that institutional operations are being carried out and will engage in long-term strategic planning to ensure alignment with the vision and mission.
Section 2. The board will charter and oversee standing committees to which the board will delegate authority and responsibility for specific aspects of church institutional operations. Chartered committees will assume authority for the policies and procedures in their areas of responsibility, within the boundaries and limits specified by their charter. The board may also charter other entities such as cabinets or councils.
Section 1. Northlake will be governed by a board, all of whom are Northlake members. Board members will be elected at a member meeting to a two-year term and will be limited to two consecutive terms. After serving on the board, a former board member will be eligible for re-election or appointment after a gap of two years. Terms will be staggered by electing at least two board members each year, not including the treasurer, who is elected to a three-year term by the members. The board will consist of 3 at-large members and 4 officers. The president, vice president, and secretary will be chosen by the board before the first meeting of the fiscal year. Electing the treasurer is described below.
Section 2. The president will be the presiding officer at all business meetings of the members and of the board. The president will be an ex-officio member of board chartered committees and work in collaboration with the minister. The president will sign legal instruments on behalf of Northlake.
Section 3. The vice president will be responsible for leadership of the organization whenever the president is unable or unwilling to carry out presidential responsibilities.
Section 4. The secretary will ensure that the records of all board and member meetings are accurate, approved, available, and archived. If a bank or other institution specifically requires a signature from the secretary on behalf of Northlake, the secretary will comply.
Section 5. The treasurer will be elected by the members at a member meeting to a three-year term. The treasurer is accountable to, and reports to, the members. The treasurer, a full voting member of the board, will monitor and keep the board updated regarding financial status, including, but not limited to, expenses, grants, endowments, debts, reserves, and contracts. If a bank or other institution specifically requires a signature from the treasurer on behalf of Northlake, the treasurer will comply.
Section 6. The minister will advise the board in a non-voting position. The immediate past president of the board may be asked by the board to assume a non-voting board position for up to one year.
Section 7. A board member may resign, succumb, or vacate their position at any time. The board will appoint a new board member, selected in the board’s sole and absolute discretion, to fill a vacancy for the remainder of that vacated term. Elected and appointed leaders may be removed by the board from office for good cause following due process.
Section 8. The board will specify when and where regular board meetings will be held. The board will hold no fewer than ten monthly meetings per year. The board will notify Northlake members of the time of regular board meetings at the beginning of the fiscal year.
Section 9. The quorum for a board meeting will be four board members present and able to vote. Approving a motion will require a minimum of four positive votes. In all other respects, the board will determine the procedures for reaching board decisions and the rules of procedure to govern board meetings.
Section 1. The Northlake pulpit will not be deprived of freedom of expression or action.
Section 2. The board, in collaboration with the minister, may charter ministry entities such as a program council, a committee on ministry, and other ministry teams, groups, and task forces to facilitate the ministry in alignment with the vision, mission, and values of Northlake.
Section 3. The minister and staff will be responsible for establishing, organizing, and managing the various ministry teams, groups, and task forces. The minister will make a full report to the members at an annual member meeting. The leaders of the ministry teams, groups, and task forces are accountable to the minister and Northlake members.
Section 1. The board is ultimately accountable for financial management of Northlake’s assets, liabilities, and budget. The board will work in collaboration with the finance committee and the treasurer to ensure responsive short-term and long-term financial planning for the wellbeing of Northlake. Financial management will be consistent with the vision and mission of Northlake.
Section 2. Northlake’s finance committee and the treasurer will carefully manage the accounts on a monthly basis to enable optimal responsiveness to problems, levels of debt, and returns on reserve accounts. Northlake’s accounts will include the operating account, the operating reserve, the capital reserve, the endowment fund, and other accounts as needed. The finance committee and the treasurer will fully inform the board in a timely manner regarding changes in, and status of, these accounts.
Section 3. All income and gifts to Northlake will be reviewed by the finance committee in collaboration with the board, to be in compliance with local law and the Northlake vision and mission. A restricted gift to Northlake will be created only by a gift instrument as recognized in Washington State law, such as a will, deed, grant, trust, or signed letter. A gift to Northlake without a written gift instrument transfers complete ownership of the gift to Northlake. The Northlake board reserves the right to reject any income or gift.
Section 1. The business and affairs of the corporation will be managed, and all corporate powers will be exercised by, or under the direction of, the Northlake board with the advice and guidance of the minister.
Section 2. No member, board representative, officer, or staff member of Northlake will take any action or allow any activity or use that would endanger the non-profit corporate, charitable, or tax-exempt status of Northlake.
Section 3. Northlake officers and trustees, board-appointed agents, and staff will be indemnified to the fullest extent provided by law for actions taken in service to the organization, except for any action determined by the board to have been criminal, reckless, taken for personal benefit, or otherwise performed in bad faith. This indemnity is designed to protect Northlake’s duly elected and appointed church leaders and specifically does not apply to professional agents hired for pay, including but not limited to real estate agents, attorneys, and financial advisors. Northlake will maintain a comprehensive insurance policy that indemnifies board members, board-appointed agents, and staff, and that bonds the treasurer.
Section 4. In any suit or legal action, the board, at its sole and absolute discretion, has the authority to advance legal fees and other costs incurred by an indemnitee. If any such suit or action results in a determination of bad faith and/or action in deliberate violation of the law, the indemnitee will reimburse Northlake for any advanced fees and costs, including reasonable attorney’s fees and costs.
Section 1. The board is vested by the laws of the State of Washington to ensure that the bylaws meet legal requirements consistent with a church. Northlake members hold the power to ratify, amend, or repeal and replace the bylaws.
Section 2. In the event Northlake Unitarian Universalist Church is dissolved, after paying all just claims and satisfying all liabilities and debts, all property, real and personal, will be transferred to the Unitarian Universalist Association, its legal successor, or, if no successor can be found, another 501(c)(3).
Amend means to make minor changes in a document to make it more accurate and up to date.
Charter means a document that outlines the structure, purpose, roles, responsibilities, and authority of an entity such as a committee.
Church means a non-profit organization that provides a gathering place for worship.
Congregation means a community that gathers for the purpose of worship, and includes members, friends, and visitors.
Contribution of record means there is a recorded gift of value that is freely given.
Democratic Rules of Order means the rules of procedure book written by Fred and Peg Francis.
Due process means the right to receive fair treatment, with adequate notice and an opportunity to be heard.
Good cause means there are adequate grounds or reasons to take action.
Notice means that members are informed of the time, date, and place of a meeting or an action.
Ratification means a document is approved by vote as specified in these bylaws. Ratify, adopt, and approve are synonyms.
Standing Rules for Member Meetings means the short guide describing member meeting procedures.
Succumb means to surrender to forces that cannot be changed that have led to being unable to fulfill the requirements of an appointed or elected leadership position.
When required means by law or by the rules of other entities, such as a bank.
The above bylaws were adopted by the Northlake board on the 25th day of March 2023.
The above bylaws were approved by the voting members of Northlake Unitarian Universalist Church of Kirkland, Washington, on April 23, 2023.
The Northlake board amended the above bylaws on August 17, 2023. They were approved by the voting members of Northlake Unitarian Universalist Church of Kirkland, Washington, on October 1, 2023.
