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UNIVERSAL LIFE CHURCH BY LAWS
  1. PRINCIPAL OFFICE--the principal office for the transaction of the business of the Universal Life Church is fixed and located at Modesto, Stanislaus County, California. The board of directors may at any time, or from time to time, change the location of the principal office from one location to another in this county.
  2. MEMBERSHIP
    1. Members. There shall be two classes of members of this church. The first class of members shall be known as voting members; the second class of members shall be known as associate members and shall have no vote.
    2. Qualifications. The voting members of this church shall be the persons who, from time to time are the members of the board of directors. Death, resignation, or removal of any director, as provided in these Bylaws, automatically terminates his membership as a voting member of this church. Election of a successor director as provided in these Bylaws shall operate to elect the directors to voting membership in the church.
    3. Associate members. Any person who is ordained as a minister of the Universal Life Church and/or who contributes funds or other property to this church shall be an associate member of this church unless he is, or becomes, a voting member of this church. Election of a person as a voting member shall terminate his membership as an associate member of this church.
    4. Voting and other rights. Each voting member of this church shall be entitled to one vote, and no notice of any meeting of the members of this church need be given to any associate members.
    5. Annual meeting. The annual meeting of the members of this church shall be held on the 14th day of February of each year at 10am at the principal office of this church, or at any other time and at any other place determined by a resolution of the board of directors. No notice of any such annual meeting need be given if it is held on the 14th of February, at 10am at the principal office of the church; otherwise, written notice of the annual meeting shall be delivered personally to each voting member or sent to each voting member by mail or other form of written communication, charges prepaid and addressed to him at his address as it is shown on the records of the church, or if it is not shown on the records or is not readily ascertainable, at the place where the meeting of the members are regularly held. Any notice shall be mailed at or delivered at least five (5) days before the date of the meeting.
    6. Special meetings. Special meetings of the member-ship of this church for any purpose or purposes may be called at any time by the president of the church or by any two directors. Written notice of the time and place of special meetings of the members shall be given in the same manner as the annual meeting of the members. The transactions of any meeting of the members of this church, however called and noticed, shall be as valid as though had at a meeting held after regular call and notice if a quorum is present, and if, either before or after the meeting, each of the voting members not present signs a written Waiver of Notice, or a Consent to holding this meeting, or an approval of the minutes of the meeting. All the waivers, consents, or approvals shall be filed with the church records or be made a part of the minutes of the meeting.
    7. Quorum. A quorum for any meeting of the members shall be four (4) voting members.
    8. Liabilities of members. No person who is now, or who is later becomes, a member of this church shall be personally liable to its creditors for any indebtedness of liability, and any and all creditors of this church shall look only to the assets of the church for payment.
  3. BOARD OF DIRECTORS--The church shall have seven (7) Directors and collectively they shall be known as the Board of Directors. The number may be changed only by amendment of the church, or by amendment of this Bylaw, or by the repeal of this Bylaw and adoption of a new Bylaw, by the vote or written assent of the members entitled to exercise a majority of the voting power, or the vote of a majority of the voting members present at a meeting of members duly called at which a quorum is present, and not otherwise, but at no time shall the number of Directors be reduced to less than three (3).
    1. Powers of Directors. Subject to limitations of other sections of the Bylaws, and of California law, all corporate powers of the church shall be controlled by the Board of Directors. Without limiting the general powers the Board of Directors shall have the following powers;
      1. To select and remove all the other officers, agents and employees of the church, prescribe such powers and duties for them as may not be inconsistent with law, or the Bylaws, fix their compensation, and require from them security for faithful service.
  4. To conduct, manage, and control the affairs and business of the church, and to make rules and regulations not inconsistent with law, or the Bylaws.
  1. To borrow money and incur indebtedness for the purposes of the church, and for that purpose to cause to be executed and delivered, in the church name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, or other evidence of debt and securities.
  1. Election and Term of Office. Except as provided below for the initial terms of the first directors, the term of office of each director of this church shall be three (3) years or until his successor is elected. Successors for directors whose terms of office are then expiring shall be elected at the annual meeting of the members in the year such terms expire. A director may succeed himself in off ice.
  2. Meetings.
    1. The Board shall hold regular meetings at such time and. place as may from time to time be designated by resolutions of the Board, and all meetings shall be open to the membership.
    2. A quorum shall consist of four (4) Directors.
  3. Termination of Board Membership. Any Director who fails to attend three (3) consecutive regular meetings of the Board without prior approval of a majority of the Board of Directors shall cease to be a Director and at the fourth such regular meeting his office shall be declared vacant and filled as in these Bylaws provided however, that if at such fourth meeting evidence is presented establishing that the absence was necessitated by good cause, a majority of the Directors, excluding the vote of the subject Director, may waive the provisions of this section.
  1. OFFICERS
    1. Numbers and Titles. The officers of the church shall be a President, Vice President, Secretary, and Treasurer and such other officers as may be designated and appointed from time to time by the Board.
    2. Qualification, Election, and Term of Office. The President, Vice President, and Secretary shall be elected by the Board of Directors from among its members at the first Board meeting in each calendar year. Such officers shall serve until their successors are elected and installed. The Treasurer shall be appointed by the Board from the membership of the church and shall serve at the discretion of the Board.
    3. Duties of President. The President shall preside at all meetings of the members of this church and of the Board of Directors. He shall be an ex officio member of any Standing Committees, except the nominating committee. He shall represent the church on all appropriate occasions.
    4. Duties of Vice President. The Vice President shall act in the place of the President during the latter's absence and shall perform such other duties as may be imposed by law, or by these Bylaws, or as may be prescribed from time to time by the Board of Directors.
    5. Duties of Secretary. The Secretary shall keep an accurate record of the transactions of all business meetings of the members of this church and of the Board of Directors. He shall be responsible for posting notice, and notifying members by mail, of all meetings and affairs to be voted on. He shall maintain a member-ship book of all members of the church together with the address and voting qualification of each, and shall record therein the fact and date of termination, if any, of the membership of any such member. He shall also perform such other duties as may be imposed by law, or by these Bylaws, or as may be prescribed from time to time by the Board of Directors.
    6. Duties of Treasurer.
      1. The Treasurer shall:
        1. Receive and safely keep all money and other property of the church en-trusted to his care, and shall disburse the same under the direction of the Board of Directors;
        2. Render a statement at the annual meeting of members and at such other times as may be requested by the Board. The annual statement shall be audited and certified as provided in Section V of these Bylaws;
        3. Keep a complete account of the finances of the church on books which shall be and remain the property of the church and which shall be open for inspection at any reasonable time by the Directors;
        4. Perform such other duties as may be imposed by law, or by these Bylaws, or as may from time to time be prescribed by the Board of Directors.
      2. The Treasurer may, with approval of the Board, appoint an Assistant Treasurer, but such appointee shall not be an officer of the church.
      3. The Treasurer shall be required to be bonded at the expense of the church, and the Assistant Treasurer, if any, shall likewise be bonded at the expense of the church, if the Board so requires.
  2. RECORDS, REPORTS, AND SEAL--The church shall keep at its principal office, or at such other place as the Board of Directors may order, a book of minutes of all meetings of Directors and of all annual and business meetings of members, with the time and place of holding, whether regular of special, and, if special, how authorized, the notice given, the names of those present at Directors' meetings, the number of members present at members' meetings, and the proceedings thereof,
    1. Books of Account. The church shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
    2. Records Available to Assessor. On request of an assessor, the church shall make available at its principal office in California or at a place mutually acceptable to the assessor and to the church a true copy of business records relevant to the amount, cost, and value of property, subject to local assessment, which it owns claims, possesses, or controls within the county.
    3. Inspection of Records by Directors. The books of account shall at all reasonable times be open to inspection by any Director. Every Director shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the church. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts.
    4. Annual Report and Financial Statement. The Board of Directors may provide for the preparation and submission to the members a written annual report including a financial statement. Such report shall summarize the church's activities for the preceding year and activities projected for the forth-coming year; the financial statement shall consist of a balance sheet as of the close of business of the church fiscal year, contain a summary of receipts and disbursements, be prepared in such a manner and form as is sanctioned by sound accounting practices, and be certified by the President, Secretary, Treasurer, or a Certified Public Accountant.
    5. Corporate Seal. The Board of Directors may adopt, use, and at will alter a corporate seal, which shall be in the form of two concentric circles, the outer containing the words, Universal Life Church, the inner the date of incorporation, May 2, 1962, and the outer also the place of incorporation, Modesto, California. Such seal shall be affixed to all corporate instruments, but failure to affix it shall not affect the validity of any such instrument.
    6. Fiscal Year. The fiscal year of the church shall be from April 30 to April 30.
    7. Bylaws. These Bylaws shall become effective immediately on their adoption. Amendments to these Bylaws shall become effective immediately on their adoption unless the Directors in adopting them provide that they are to become effective at a later date.
  3. Amendment.
    1. Subject to any provisions of law applicable to the amendment of Bylaws of nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted, at any annual or special meeting of the members by a quorum of the voting members present and voting, provided the amendment is first proposed in the manner set forth in paragraph (b) hereof and provided the notice of the meeting referred to in said paragraph mailed to the membership as provided in section III of these Bylaws sets forth the proposed amendment in full.
    2. Amendments to these Bylaws may be proposed (i) by the Board of Directors on its own motion; or (ii) by the petition of at least five (5) voting members presented to the Board at a Board meeting not less than thirty (30) days before the membership meeting at which the proposed amendment is to be presented. The proposed amendments must, however, be voted on at the meeting at which it is presented.

Certification and Inspection. The original, or a copy, of the bylaws as amended or otherwise altered to date, certified by the Secretary of the church, shall be recorded and kept in a book which shall be kept in the principal office of the church, and such book shall be open to inspection by the voting members at all reasonable times during office hours. All official church documents shall be prepared in duplicate, the original kept in a safe place in the principal office of the church, the duplicates to be filed as the Secretary directs.

 

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