Re: Proposed UUCS bylaw changes group DF

[John Gear]

I didn't see a call for comments, but presumably comments now are more useful than at the meeting, as comments now can be addressed by the drafters before the meeting:

Two issues of substance jump out at me:

1.  The requirement to hold a special congregational meeting to mortgage or transfer land is typical; odd, however, the same requirement should exist for the decision to acquire or accept gifts of real property too.

Since, as we all know, or should by now, real property ownership isn't all blue sky and roses, it would be better if all decisions on land (getting, mortgaging or otherwise encumbering, or getting rid of) had to have full congregational approval.

2.  The indemnity clause needs a lot of work.  Right now it basically says "we indemnify everyone who deserves indemnification."

The idea is sound, you want to indemnify people who serve UUCS, but not people who act really recklessly or criminally.  

However, typically, when the indemnity question comes up, you don't know who acted in ways that disqualify them; the question arises when lawsuits are threatened, or when someone says that they've been sued because of their position on the board and demands help hiring a lawyer; at that point, nobody's been found to have done anything wrong, much less anything reckless or criminal.  So these indemnity provisions are not much help as drafted.  

One style matter, reasonably substantive:

Best practice throughout is to avoid use of "shall" entirely.  Not only is it stilted legalese, it is ambiguous (contrast: "I shall explain why "the board shall not do X" is a problem").  

Nitpicks:

1) spellcheck error:  Principals are your pals, it's a matter of principle to keep principles vs principals straight.

2) a majority is a majority is a majority and doesn't need the redundant mathematical form (51%). The redundant 51% can even be a problem in a larger congregation (if 101 of 200 members vote "aye," on a motion, the motion fails if majority is defined as 51%, absent some rounding that isn't specifically allowed by the words on the page).

John Gear

Let's live on the planet as if we intend to stay 

On Apr 11, 2013, at 22:32, "Elsa Struble" <gstr...@willamette.edu> wrote:

Greetings--Here, in both Word and pdf form, is a copy of the proposed

revision of the UUCS Bylaws, with the changes in red:  proposed deletions

are lined out and proposed additions are underlined.  Members will want to

study these before voting on the various changes at the May 5 Congregational

Meeting.  See page 11 of the April 10 newsletter for the Bylaw Committee's

brief summary of the proposed changes.  This document will also be posted on

the web page, www.uusalem.org.  There will be some paper copies at church,

but let's save paper when we can: this is a 14-page document!

Elsa Struble

<UUCS_Bylaws_2013_Board_Proposed_Amendments_Redline.doc>

<UUCS_Bylaws_2013_Board_Proposed_Amendments_Redline.pdf>