Click here for a printer-friendly copy of the Church Constitution
Adopted May 1, 1977; amended June 10, 2001; amended April 30, 2006

Constitution of the First Unitarian Universalist Church of San Diego

A California Nonprofit Religious Corporation
Adopted May 1, 1977; amended June 10, 2001; amended April 30, 2006

ARTICLE 1. NAME:
The name of this religious organization is the First Unitarian Universalist Church of San Diego (hereinafter called the Church).

ARTICLE 2. PURPOSE and Bond of Union:
2.1. General purpose.
The general purpose of this religious corporation is as stated by the original incorporators who executed the Articles of Incorporation on February 16, 1882, which were thereafter filed on March 3, 1882, in the Office of the Secretary of State of the State of California in Record Book 35, page 293: "Know All . . . By These Presents: That we . . . have this day voluntarily associated ourselves together for the purpose of incorporation under the laws of the State of California and in pursuance of the purposes . . . [of forming] a religious corporation . . . and we hereby certify that the objects for which this corporation is formed are: To establish a church building in the City of San Diego, State of California, and in connection therewith suitable and customary organizations for the purpose of public worship and religious training in that neighborhood according to the articles, rules, discipline and by-laws of said [church] under the supervision of a Board . . . [and] to take charge of the church building, estate, property and affairs of the temporaries thereof."

2.2. Specific purpose, Bond of Union
Within the context of the general purpose stated in our original charter, this religious family has drafted its Bond of Union:
The Church is an inclusive democratic religious corporation dedicated to building a dynamic faith and attitude where our religious heritage harmonizes with contemporary truth as validated by reason and experience. The Church seeks to foster the spiritual enrichment of our members in a mutually sustaining fellowship, and to promote the welfare of all people.
To these ends we encourage free inquiry with the right to make up one's own mind on religious beliefs, respect for the individual with a willingness to listen to each other's opinions and viewpoints, and consideration and respect for minority positions while practicing the democratic process in human relations.
The Church recognizes responsibility to assist our members in fulfilling their religious faiths and personal ethics and to develop a sustaining confidence in the meaning and purpose of life. Our actions are informed by an effort to expand diversity within the Church. We seek broad representation of age, gender, race, sexual orientation, physical ability, spiritual persuasion and years of Church membership throughout our community. Our members join in recognition of love as a creative and supportive force and are aware of the interdependence and unity of all existence. The Church seeks cooperation with other organizations that have similar aspirations.
This is our Bond of Union.

ARTICLE 3. DENOMINATIONAL AFFILIATION:
The Church is a member of and supports the Unitarian Universalist Association and its regional organizations.

ARTICLE 4. MEMBERSHIP:
4.1. Members.
The Church shall have four categories of members designated as Voting, Associate, Youth and Inactive.

4.1.1. Voting Members.
To be eligible to vote on questions affecting the Church a person shall have met all the following requirements: (1) have signed and delivered a Bond of Union to an officer or minister of the Church at least 60 days prior to casting a ballot; (2) have been recognized by the Board; (3) contributed a minimum amount established from time to time by the Board; and (4) be of legal voting age under state law. The requirement to have contributed a minimum amount may be waived by a Parish Minister or the President. 

4.1.2. Associate Members (non-voting).
Any person, who signs a Bond of Union, is recognized by the Board and is not a Voting, Youth or Inactive Member shall be an Associate Member of the Church.

4.1.3. Youth Members (non-voting).
Persons at least fifteen years of age and under legal voting age may be Youth Members of the Church by (1) signing and delivering a Bond of Union to an officer or minister of the Church; (2) being recognized by the Board; and (3) contributing a minimum amount established from time to time by the Board. The requirement to have contributed a minimum amount may be waived by a Parish Minister or the President. Upon reaching legal voting age, Youth Members shall become Voting Members by meeting the eligibility requirements for Voting Members.

4.1.4. Inactive Members (non-voting).
The Board may declare inactive the membership of any member who, so far as is known to the Board, has not actively participated in church life over the past twelve months by attending church functions or contributing to the financial support of the Church, provided that such member has first been given written notice at least thirty days before the Board takes such action. Any such notice shall be mailed to the member at the latest known address appearing on the Church records. The Board may also declare inactive the membership of any Voting, Associate or Youth Member who requests such action in writing.

4.2. Change from Inactive Member status.
Upon request, an Inactive Member may change to Voting, Associate or Youth Member status by meeting the eligibility requirements of the membership category.

4.3. Termination of membership.
4.3.1. A member may withdraw from membership in the Church by sending written notice to the Board. Such notice shall be read at the next regular meeting of the Board and such reading shall constitute acknowledgment and record of the member's termination.

4.3.2. The Board may terminate an Inactive Member who has been an Inactive Member for three consecutive years. Thirty days prior written notice shall be given by mail to such person at his or her latest known address appearing on the Church records.

ARTICLE 5. MEMBERSHIP MEETINGS:
5.1. Annual Membership Meeting.
There shall be one regular business meeting of the membership each year. This meeting shall be held on the second Sunday of June at a time and place set by the Board. The agenda shall include: (1) election of Church officers, Trustees, and members of the Nominating Committee and Ombuds Committee with their terms of office beginning upon announcement of election results; (2) a preliminary financial report for the current fiscal year, including an explanation for all significant current fiscal year budget overages and shortages; (3) adoption of a budget for the next fiscal year; (4) receipt of the financial audit, or review, of the previous fiscal year financial statements; (5) and other matters included in the notice of the meeting. No business shall be conducted other than that stated in the notice of the meeting.

5.2. Special Membership Meeting.
Special Membership Meetings of the Church may be called by a minister, the Board, the President, or on written petition signed by twenty-five Voting Members. No business shall be conducted other than that stated in the notice of the meeting.

5.3. Notice of membership meetings.
At least 10 days prior notice shall be given for Annual and Special Membership Meetings. Such notice shall be given both by announcement at Sunday services and via the Church newsletter or special mailing to all members of the Church. The published notice shall include a complete agenda.

5.4. Quorum.
A quorum of the Church shall consist of those Voting Members present at a duly called Annual or Special Membership Meeting.

5.5. Voting.
5.5.1. All votes at Annual or Special Membership Meetings must be cast in person or by absentee ballot. Proxy voting is not permitted.

5.5.2. Voting Members unable to attend an Annual or Special Membership Meeting may request an absentee ballot either in writing or in person at the Church office. To be counted, completed absentee ballots must be received prior to the opening of the meeting in order for the ballot to be eligible for counting. Absentee ballots are counted only on items of business that are voted on by ballot and are not revised or amended at the meeting.

5.5.3. Voting on election of Church officers, Trustees, members of the Nominating Committee and Ombuds Committee; calling ministers; constitutional amendments; and matters affecting the Church's real property or disposition of large unrestricted gifts or bequests or expenditure of Endowment Fund principal, and propositions submitted by the Board other than the current fiscal year budget shall be by ballot. Voting on all other items may be either by ballot or by raised hand of Voting Members present, at the discretion of the President.

5.5.4. A majority of votes cast shall govern, except as expressly provided in this constitution.

ARTICLE 6. CHURCH OFFICERS:
The officers shall be the President, Immediate Past President, Vice-President, Secretary and Treasurer. Officers shall have been Voting Members of the Church for twelve months immediately preceding their election. The Vice-President, Secretary and Treasurer shall be elected annually by Voting Members. An officer may be elected to another officer position, and thus remain a Board member in this new capacity. No officer shall receive payment for services to the Church.

6.1. President and Immediate Past President.
6.1.1. The President is the principal officer of the Church and shall, subject to action of the Board, supervise, direct and preside over the business and officers of the corporation. The President shall act as chairperson of the Board and have such other powers and duties as the Board or this constitution may prescribe.

6.1.2. The President shall preside at all Annual and Special Membership Meetings of the Church and all meetings of the Board.

6.1.3. The President is a non-voting member ex-officio of all committees and Church Affiliated Organizations appointed or recognized by the Board with the exception of the Ombuds and Nominating Committees.

6.1.4. The President shall represent the Church on other appropriate occasions.

6.1.5. The term of office of the President is one year, commencing upon announcement of election results at the Annual Membership Meeting. The President shall not be eligible for reelection to consecutive terms.

6.1.6. When the President's term of office ends, the President shall serve a one-year term as Immediate Past President carrying out the duties of a Board member and any special duties requested by the new President.

6.2. Vice-President.
6.2.1. In the absence or incapacity of the President, the Vice-President shall perform all duties of the President. When so acting, a Vice-President shall have all powers of and be subject to all restrictions on the President. The Vice-President shall have such other powers and perform such other duties as the President, Board or this constitution may prescribe.

6.2.2. The Vice-President is president-elect, and shall succeed to the presidency at the next Annual Membership Meeting.

6.3. Secretary.
6.3.1. The Secretary of the Church is responsible for keeping accurate records of all meetings and official proceedings of the Church and of the Board, is responsible for maintaining a roster of all Voting, Associate, Youth, and Inactive Members, and shall have such other powers and perform such other duties as the President, Board or this constitution may prescribe.

6.3.2. All Church records are and shall remain the property of the Church.

6.3.3. The Secretary may act as the Board's corresponding secretary.

6.3.4. The Secretary shall give, or cause to be given, notice of, and shall prepare, or cause to be prepared, ballots for, Annual and Special Membership Meetings. The Secretary shall also give, or cause to be given, notice to members of the Board when special meetings of the Board are called.

6.3.5. The Secretary shall keep, or cause to be kept, a current list of Church policies and procedures, as well as statements of public expression. This information will be maintained in a manner so as to be available at reasonable times to Voting, Associate and Youth Members of the Church.

6.3.6. The Secretary may not serve more than three consecutive terms.

6.4. Treasurer.
6.4.1. The Treasurer is the principal financial and budget officer of the Church. The duties described below may be delegated to another person or persons, but the overall responsibility shall remain with the Treasurer. The Treasurer shall have such other powers and perform such other duties as the President, Board or this constitution may prescribe. The Treasurer shall:

6.4.1.1. deposit, loan or invest, or cause to be deposited, loaned or invested, all money and other valuables in the name of the Church with such institution(s) and in such manner as the Board may designate;

6.4.1.2. handle disbursements of Church funds as directed by the Board and provide monthly statements of these transactions to the Board;

6.4.1.3. keep accounts of the Church in books which are and shall remain the property of the Church, and shall make these books available at reasonable times to Voting, Associate and Youth Members of the Church;

6.4.1.4. present a preliminary financial report of the current fiscal year at the Annual Membership Meeting;

6.4.1.5. distribute the audit or review prior to the Annual Membership Meeting where it is to be presented;

6.4.1.6. prepare and present the annual budget for the ensuing fiscal year at the Annual Membership Meeting;

6.4.1.7. furnish statements of pledge status to all pledgors;

6.4.1.8. obtain and review annual financial statements of Church Affiliated Organizations for the Annual Membership Meeting; and

6.4.1.9. prepare all tax forms and tax exemption statements and submit them to proper government agencies in a timely manner.

6.4.2. The Treasurer and assistants to the Treasurer, including treasurers of Church Affiliated Organizations, shall be bonded at the Church's expense.

6.4.3. The Treasurer may not serve more than three consecutive terms.

ARTICLE 7. CHURCH BOARD:
7.1. Powers and duties.
The Board shall act as an assembly and shall exercise all corporate power of the Church subject to such limitations as are imposed by law, the Church's Articles of Incorporation and this constitution. The Board's duties shall include but not be limited to: (1) providing a place for regular religious services; (2) raising and spending funds to operate the Church; (3) hiring staff; (4) appointing Standing and Special Committees; and, (5) granting recognition to Church Affiliated Organizations.

7.2. Composition of the Board.
7.2.1. The Board shall have twelve voting members: five Church officers and seven Trustees.

7.2.2. Trustees shall have been Voting Members of the Church for twelve months immediately preceding their elections.

7.2.3. The term of office of a Trustee shall be three years. A Trustee who has completed his or her term of office shall be ineligible for a period of two years for reelection or appointment as a Trustee; however, a Trustee may be elected as an officer of the Church, and thus remain a Board member in this new capacity.

7.2.4. No Trustee shall receive payment for services to the Church.

7.3. Vacancies.
7.3.1. Vacancies on the Board, whether an officer or Trustee, shall be filled by majority vote of the remaining Board members, though less than a quorum. This process shall be completed within sixty days of the effective date of a vacancy.

7.3.2. The new officer or Trustee appointed to fill a vacancy shall serve until the next Annual Membership Meeting, at which time the remainder of the term, if any, shall be filled by election.

7.4. Removal of Board members.
7.4.1. By vote of two-thirds of the Board members present, the Board may remove any Board member absent from three of six consecutive Board meetings.

7.4.2. Petitions to remove a Board member, signed by at least twenty-five Voting Members, may be presented at an Annual or Special Membership Meeting.

7.5. Time and place of Board meetings.
7.5.1. Regular meetings of the Board shall be held monthly. Board members, ministers, professional religious educators, the Church Council Chairperson and the Church Administrator shall attend these meetings whenever possible. Members and friends of the Church who wish to attend may do so. A notice of the time and place of the meeting will appear in the Church newsletter and be posted at the Church.

7.5.2. Special meetings of the Board may be held from time to time.

7.5.2.1. The first meeting of a newly elected Board shall be held immediately after the Annual Membership Meeting without further notice.

7.5.2.2. Special meetings of the Board may be called by the President, Vice-President, any two Board members or a minister. Members and friends of the Church who wish to attend may do so. When time allows, a notice of the time and place of the meeting will appear in the Church newsletter and be posted at the Church.

7.5.3. In emergency, any action required or permitted to be taken by the Board may occur without a meeting and with the same force and effect as if by vote of the Board members in a regular or special meeting, if a majority of Board members shall consent in writing, or orally, to such action. Such action shall be subject to ratification at the next regular or special meeting of the Board.

7.6. Quorum.
A quorum of the Board is required at all Board meetings, and shall consist of at least seven members being present.

7.7. Conduct of meetings.
7.7.1. The President, or in the absence of the President the Vice-President, or in the absence of the Vice-President any other Board member chosen by the Board, shall preside at meetings of the Board. The Secretary, or in the absence of the Secretary some other Board member chosen by the Board, shall act as Secretary.

7.7.2. The President shall prepare and circulate, or cause to be prepared and circulated, copies of an agenda to Board members, ministers, professional religious educators, Church Council Chairperson and the Church Administrator prior to each regular meeting of the Board.

7.7.3. The Board may go into executive session to discuss matters relating to staff compensation, termination of a Church employee, or other matters deemed appropriate for private discussion. No records need be kept by the Secretary during such discussion and no official action may be taken by the Board while in executive session.

7.8. Staff assistance
7.8.1. The Board and officers of the Church may be assisted by staff, with duties specified and compensation, if any, established by the Board.

7.8.2. The Church Administrator is the principal executive of the Church, a non-ministerial staff person responsible to the Board and supervised by the President and Parish Minister(s). The Church Administrator shall implement Church policies and procedures as developed by the Board, work with ministers, other members of the staff and volunteers to insure the smooth, efficient, ethical, businesslike operation of the Church, and assist the Church to function effectively in other appropriate ways.

7.9. Financial responsibility.
The Board shall control the expenditures of the Church and shall take all necessary steps to keep the Church financially sound. In developing policies, implementing procedures and administering the finances of the Church, the Board shall be guided by the membership as expressed in motions passed at Annual and Special Membership Meetings.

ARTICLE 8. MINISTERS:
8.1. Duties.
8.1.1. A minister is a religious leader of the Church and performs all ministerial duties as outlined in his or her contract, including those prescribed by law.

8.1.2. Ministers shall be non-voting members of the Board, Church Council, Standing Committees and such Special Committees as the Board may designate.

8.1.3. Ministers shall consult with and advise the Board on management of church affairs and administration of church policy.

8.1.4. A minister shall have been accepted in Fellowship by the Unitarian Universalist Association or be actively seeking such Fellowship.

8.2. Calling or Terminating a Parish Minister or Minister of Religious Education.
8.2.1. A Parish Minister or Minister of Religious Education shall be called to settle at the Church by Voting Members at an Annual or Special Membership Meeting on recommendation of a Special Committee. To be called, a Parish Minister or Minister of Religious Education shall be approved by at least two-thirds of the votes cast.

8.2.2. The settlement for a Parish Minister or Minister of Religious Education shall be for an indefinite term.

8.2.3. A Parish Minister or Minister of Religious Education may be terminated only by a majority of the votes cast at an Annual or Special Membership Meeting.

8.2.4. A new Parish Minister's or Minister of Religious Education's initial salary and other remuneration shall be determined by the Board subject to ratification at the next Annual or Special Membership Meeting.

8.3. Appointment or Termination of other ministerial staff.
The Board may appoint and terminate other ministerial staff. No minister so appointed may serve for a period that exceeds one year without approval of Voting Members by majority vote at an Annual or Special Membership Meeting.

8.4. RESERVED.

8.5. Minister Emeritus.
Upon retirement, a minister may be appointed Minister Emeritus by vote of a majority of Voting Members at an Annual or Special Membership Meeting.

ARTICLE 9. CHURCH COUNCIL:
The Church Council shall consist of the chairperson of each Standing Committee and convener(s), chairperson(s) or president(s) of Church Affiliated Organizations, each of whom shall be Voting, Associate or Youth Members of the Church.

9.1. Duties.
The Church Council is the main planning and coordinating body of the Church. It carries out activities at the direction of the Board. The Church Council explores proposals for new projects and makes recommendations to the Board, communicates information of interest to Church leadership, and presents new chairpersons of Standing Committees to the Board for appointment.

9.2. Chairperson.
The Church Council shall elect a chairperson from among its members or past members. The Church Council Chairperson or a designated alternate shall be a liaison representative to the Board, and shall make monthly reports to the Board.

ARTICLE 10. CHURCH AFFILIATED ORGANIZATIONS:
10.1. Board recognition.
Church Affiliated Organizations are those groups recognized by the Board as such. To be recognized, an organization shall submit a statement of its purpose and a list of its officers or responsible leaders first to the Church Council for review, and then to the Board for approval.

10.2. Leadership
At least one of the group's leaders must be a Voting, Associate or Youth Member of the Church who has been recognized by the Board, will serve on the Church Council and be responsible for having the group adhere to Church policies.

10.3. Reports
Church Affiliated Organizations shall submit reports of their activities and finances for the Annual Membership Meeting, and shall provide information required to complete the annual audit or review.

10.4. Policies
The Board shall establish policies and procedures for each Church Affiliated Organization to follow in order to maintain its status with the Church.

ARTICLE 11. COMMITTEES APPOINTED BY THE BOARD:
11.1. Standing Committees.
The Board shall appoint chairpersons of Standing Committees, and shall report the names and duties of each such committee at the Annual Membership Meeting. The Board shall establish policies and procedures for each Standing Committee.

11.2. Special Committees.
The Board shall appoint chairpersons and members of Special Committees. The name, duties and recommendations of each Special Committee shall be included in the Board's report at the Annual Membership Meeting, or at a Special Membership Meeting dealing with matters related to the work of such committee. The Board shall establish policies and procedures for each Special Committee.

11.3. Committee chairpersons.
Only Voting, Associate or Youth Members of the Church may be chairpersons of Standing or Special Committees.

11.4. Funding.
Anticipated expenditures of Standing and Special Committees shall be included in the Church budget. Expenditures above amounts appropriated in the budget must have prior approval of the Board. Nevertheless, the Board may require that each and every expenditure of a Special Committee must be approved by the Board prior to being dispensed.

ARTICLE 12. OMBUDS COMMITTEE:
12.1. Duties.
12.1.1. The Ombuds Committee is responsible to Voting Members of the Church.

12.1.2. The primary function of the Ombuds Committee is to receive confidential oral and/or written suggestions or grievances from members or friends of the Church concerning their relationship with some part of the Church community. The Ombuds Committee may become involved when unhappiness with a particular policy, procedure, action, activity or emotional distress arising out of a personality conflict with one or more people in the Church community arises.

12.1.3. The Ombuds Committee shall function as a communications link between individuals and Church groups, diminishing no individual's or group's responsibility, acting in an investigative or advisory capacity and informally promoting understanding, candid presentation of facts and tolerant cooperation within our democratic framework.

12.2. Membership.
12.2.1. The Ombuds Committee shall consist of six Voting Members of the Church who are knowledgeable and experienced in Church policies and procedures.

12.2.2. Ombuds Committee members shall be elected at the Annual Membership Meeting in the same manner as officers of the Church. The term of membership shall be three years with two member's terms expiring each year.

12.2.3. Vacancies occurring between Annual Membership Meetings shall be filled by appointment of a qualified person by the remaining members of the Ombuds Committee. At the next Annual Membership Meeting, any remaining portion of the appointee's term shall be filled by election.

12.2.4. The Ombuds Committee shall elect one of its members as chairperson of the committee.

ARTICLE 13. NOMINATING COMMITTEE:
13.1. Duties.
13.1.1. At the Annual Membership Meeting, the Nominating Committee shall present a slate of candidates for Church officers, Trustees, and members of the Ombuds Committee. The number of candidates presented by the Nominating Committee shall be at least equal to the number of vacancies plus any additional candidates nominated by petition, and the slate must be published and mailed to members at least ten days prior to the Annual Membership Meeting.

13.1.2. At least six weeks prior to the Annual Membership Meeting, the Nominating Committee shall announce the names of candidates to be presented for election by the committee and call for nominations by petition during Sunday services and via the Church newsletter. The Nominating Committee shall make forms available for petitions of nomination that must be signed by no less than twenty-five Voting Members of the Church. The Secretary must receive a completed petition of nomination at least 15 days before the Annual Membership Meeting in order for the candidate to qualify for the election.

13.2. Membership.
The Nominating Committee shall consist of six Voting Members elected at the Annual Membership Meeting. Members shall serve for three years with two member's terms expiring each year. Vacancies occurring between elections shall be filled by appointment by the President in consultation with the Board. At the next Annual Membership Meeting, any remaining portion of the member's term shall be filled by election.

13.3. Nominations for the Nominating Committee.
The President, in consultation with the Board, shall nominate at least as many candidates for election to the Nominating Committee as there are vacancies on the committee.

ARTICLE 14. BALLOT COMMITTEE:
14.1. Duties.
The Ballot Committee shall count both valid absentee ballots and ballots cast at an Annual or Special Membership Meeting and report voting results to the President.

14.2. Membership.
14.2.1. The President shall appoint a Special Committee to conduct the ballot counting at an Annual or Special Membership Meeting. 

14.2.2. The committee will assist the Secretary in determining Voting Members of the Church.

ARTICLE 15. PUBLIC EXPRESSION:
A public statement may be made, or public action taken, in the name of the Church on any matter relating to the basic Principles and Purposes of the Unitarian Universalist Association or purposes of the Church only when the Voting Members of the Church reach consensus in support of the statement or action, as demonstrated by a two-thirds majority vote at an Annual or Special Membership Meeting.

ARTICLE 16. MISCELLANEOUS FINANCIAL MATTERS:
16.1. Fiscal year.
The Church fiscal year shall be July 1 through June 30.

16.2. Annual Budget.
16.2.1. The Church annual budget is prepared in the spring for the ensuing fiscal year, is adopted at the Annual Membership Meeting in June, and goes into effect on July 1. It represents a projection of available funds from all sources and a plan for using these funds. However, since the annual budget cannot be an exact prediction of income, it is not intended to be an exact commitment of expenditures. Rather, it is a plan meant to guide the Board.

16.2.2. After the annual budget is adopted, any subsequent budget revision adopted at a Special Membership Meeting shall cover the current fiscal year and shall be accompanied by a statement from the Treasurer of the revision's financial impact.

16.3. Board's authority.
16.3.1. The Board may overspend or restrict items in the annual budget, provided that the total of all funds anticipated to be spent during the fiscal year shall not be more than seven percent above the total annual budget approved by Voting Members.

16.3.2. If the Board anticipates spending more than one hundred seven percent of the annual budget during the fiscal year, it shall first submit a revised budget to Voting Members for approval at a Special Membership Meeting.

16.3.3. If, because of emergency, the Board cannot first submit a revised annual budget to Voting Members for approval, the Board shall, as soon as practical, request ratification of its action at an Annual or Special Membership Meeting.

16.4. Annual audit or review.
The financial statements, records and bookkeeping procedures of the Church and Church Affiliated Organizations shall be audited or reviewed by an accounting firm or auditing committee named by the Board, and the audit or review shall be presented to Voting Members at the next Annual Membership Meeting.

16.4.1. Each year, before the Annual Membership Meeting, the Board shall decide whether such audit or review for the current fiscal year shall be conducted by an accounting firm or auditing committee.

16.4.2. An auditing committee shall be a Special Committee. Only Voting Members of the Church shall be eligible to be members of such auditing committee, however, no Voting Member who is a church employee, officer, Trustee or member of the Church's finance committee may serve in preparing the audit or review.

16.4.3. Similarly, no employee of an accounting firm who is also a church employee, officer, Trustee or member of the Church's finance committee may serve in preparing the audit or review.

16.5. Reports.
At the Annual Membership Meeting, the Treasurer shall present a preliminary report comparing the anticipated actual uses of funds with the annual budget for the current fiscal year, and shall provide explanations for all significant overages and shortages. A summary of the results of the previous fiscal year's audit or review shall be reported by the Treasurer in the Church newsletter at least four weeks prior to the Annual Membership Meeting where it is to be presented, together with a note saying that copies of the audit or review report, including financial statements, are available in the Church office for distribution to Voting, Associate and Youth Members upon request.

16.6. Checks, drafts, et cetera.
All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Church, shall be signed or endorsed by such person or persons and in such manner as, from time to time, are determined by the Board.

16.7. Execution of contracts, et cetera.
Subject to provisions of this constitution, the Board may authorize any officer, officers, agent or agents to enter into any contract or execute any instrument in the name of or on behalf of the Church, and such authority may be general or confined to specific instances; and unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the Church by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount.

16.8. Church real property, unrestricted gifts or bequests, Endowment Fund and valuable papers.
16.8.1. No land or buildings shall be purchased or permanent buildings erected or torn down, nor shall the real property of the Church be mortgaged, sold, or otherwise disposed of, without the consent of two-thirds of the members voting at an Annual or Special Membership Meeting.

16.8.2. Fifty percent (50%) of any unrestricted gift or bequest shall be transferred to the Church’s Endowment Fund. Final disposition of the remaining 50% of such unrestricted gift or bequest, equal in value to or more than five percent (5%) of the current annual budgeted Church expenses and not a regular contribution to the Church, shall be approved by a majority of the members voting at an Annual or Special Membership Meeting.

16.8.3. The Endowment Fund is established for the purpose of generating capital growth and income. The net income and realized and unrealized gains may be used by the Church or reinvested in an effort to expand this reserve of capital. Only under the most pressing of circumstances and a determination that no reasonable alternative is available, will the principal of this permanent resource be expended, following the consent of two-thirds of the members voting at an Annual or Special Membership Meeting.

16.8.4. All valuable papers of the Church, such as stocks, deeds, et cetera, shall be held in an account at a securities broker-dealer, or in a safety box at a chartered bank or savings institution, in the name of the Church. Any two officers of the Church acting together shall have access to these securities or documents.

16.8.5. Requests for use of the Church's property or facilities by persons and groups may be granted at the Board's discretion.

16.9. Indemnification.
The Board may indemnify any person who was or is a Trustee, officer, employee or other agent of the Church, or who was or is serving as such within some other corporation, partnership, joint venture, trust, or other enterprise, at the request of the Church, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, as provided in Section 317 of the California Corporations Code, as that section now exists or may hereafter be amended.

ARTICLE 17. AMENDMENT:
This constitution may be amended by two-thirds of the votes cast at an Annual or Special Membership Meeting. The Board shall give notice of proposed amendments on its own motion or upon petition of twenty-five Voting Members.