UNIVERSAL LIFE CHURCH BY LAWS
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- 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.
- Quorum. A quorum for any meeting
of the members shall be four (4) voting members.
- 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.
- 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).
- 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;
- 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.
- 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.
- 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.
- 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.
- 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
- A quorum shall consist of four (4)
- 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
- 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.
- 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.
- 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.
- 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.
- 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.
- Duties of Treasurer.
- The Treasurer shall:
- 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;
- 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;
- 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;
- 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.
- The Treasurer may, with approval
of the Board, appoint an Assistant Treasurer, but such appointee
shall not be an officer of the church.
- 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.
- 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,
- 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.
- 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.
- 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.
- 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.
- 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
- Fiscal Year. The fiscal year of
the church shall be from April 30 to April 30.
- 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.
- 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
- 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.