SAVE THE DATE
At the Transition Brunch on October 15 the congregation will be voting on three important matters.
Please note that you must be present, either in person or virtually, in order to cast your vote. Our current bylaws do not allow for mail-in or proxy voting.
REVISION OF THE BYLAWS
The Legal Matters Team, in consultation with our lawyer, has revised the bylaws and recommends that the congregation adopt the new bylaws.
The arguments for adopting the revised bylaws [PDF] are that the bylaws have been revised to reflect the current reality of the congregation, including:
- The size of the board and the functioning committees;
- How the business of the congregation is actually conducted;
- The limited role of the minister; and
- The fact that we have decided to close.
Language has been modified to provide greater flexibility in voting and in the required number of meetings; it has also been modified to update the legal language that protects the board and the congregation.
Some of the most important changes to the bylaws center on the voting process. Under the revised bylaws the congregation would allow proxy voting. The revised bylaws are also much more specific regarding quorums and majorities. While some of the updated language does not provide more flexibility, it meets the legal requirements in Massachusetts, thus making votes taken under those revisions legally valid.
The argument for rejecting the revised bylaws are that we are closing and therefore the bylaws don’t really matter. (Our bylaws require that for any vote, the group making the recommendation for a vote must provide the pros and cons to the congregation. I had trouble coming up with reasons not to update the bylaws.)
Vote language:
Are you in favor of the revised bylaws, as proposed by the Legal Matters Team?
____ yes ____ no
MAXIMUM PROCEEDS VS. HISTORIC PRESERVATION AND COMMUNITY SPACE
Based on a straw poll of members present at a previous transition discussion, the Building Disposition Team recommends placing restrictions (no demolition and preservation of some of the facade facing Locke St.) on the building to preserve aspects of its historic nature; these restrictions would apply to any party that purchased the building. However, placing such restrictions on the building may decrease the amount for which the property would sell, thereby decreasing the proceeds realized.
The arguments for placing restrictions on the building are that we value and love the historic building in which we gather and hope it may continue as a community space. Preserving the building and some of its Locke St. facade would help to preserve the larger historic character of the neighborhood. The proceeds of the sale, while possibly reduced, could still be placed in a restricted endowment that would be used to further social justice causes. In this way our congregation would establish a triple legacy: historic preservation, community space and social justice.
The arguments for maximizing the proceeds from the sale of the property are that the funds could be placed in a restricted endowment that would be used to further social justice causes, providing a legacy for our congregation that reflects our values.
NOTE: We are taking this vote to establish the congregation’s priorities so that if we are able to dispose of the property in a manner aligned with our values, we have a clear direction from the congregation.
Vote language:
In the sale of the property at 6 Locke Street, should the congregation place historic restrictions on the building that prohibit demolition and preserve some of the facade facing Locke St., thus potentially decreasing proceeds, or seek to maximize the proceeds from the sale?
____ historic restrictions ____ maximize proceeds
UUA STRATEGY
In August the Unitarian Universalist Association revised their previous advice to the congregation and let us know that when we close, our assets are supposed to revert to them. They also said that we can petition the UUA board to allow us to give our assets to a UU-affiliated organization, such as another congregation or a UU camp.
This vote is to outline three possible strategies we could take with regard to the UUA. While it is unclear at this point whether we will even have the option to pursue any strategy that would allow us to fully control the disposition of our assets, this vote is to determine the will of the congregation regarding this question.
Please note that this situation is fluid and more information will be provided as we get responses and clarity from the UUA.
The three possible strategies are as follows:
- Petition the UUA board to allow us to dispose of our assets as we choose. To make this choice acceptable to them, we offer them 50% of the profits from the sale of the building.
- Petition the UUA board to allow us to gift our assets to UU-affiliated organization(s).
- Follow the UUA directive that our assets belong to them upon closure and work with them to effect this outcome.
1. Petition the UUA Board for full control
At this point we do not know if there is a procedure to petition the board or what it would entail. We do not know if any congregation has ever successfully petitioned the board for this kind of control. As we get this information from the UUA, it will be disseminated to the congregation. It is possible that the information will indicate that this petition is not a viable option. If there is no procedure for such a petition, or if the procedure is particularly onerous, or if the precedent is that all petitions have been denied, we may decide this is not the strategy we wish to employ.
If we were successful in petitioning the board, we would continue as we have started. We would still sell the property; we would still need the services of a lawyer both in the closing of the property and the dissolution, etc. We would still need the services of a realtor. The only difference would be giving half of the profits of the sale to the UUA.
2. Petition the UUA board to give assets to UU-affiliated organization(s)
Under this option, the congregation would choose one or more UU-affiliated organizations to whom we would give our assets and we would petition the UUA board for the ability to do so. If we give the endowments, the current restrictions on the endowments would remain in place. If we sell the property, we could create a new endowment with new restrictions or add the funds to an existing endowment. We could also simply give the property to another organization and let them sell it or keep it.
The recipient organization would have to be willing to accept the endowments with the restrictions we place on them and the building if we do not sell it.
This strategy would still require the involvement of a lawyer to help us through closure and to work out the terms of the transfer of assets. If we sell the building rather than giving it to the other organization, we would still need the lawyer and realtor for that. The other congregation would probably need to engage a lawyer of their own to look after their interests.
Other affiliated organizations and congregations probably have very definite needs for funds and would much rather be able to have control over funds rather than be told what to do with them. We might negotiate that a certain amount of the profits from the sale of property is given to them freely, to use as they see fit, and the rest is given as a restricted endowment.
3. Give assets to the UUA
This strategy is the path of least resistance. We would need to discuss with the UUA what exactly is meant by assigning our assets to them. We would probably not sell the building but assign it to them on a given date. We would probably still need a lawyer to officially close our congregation, but the procedure would likely be much less complex and therefore much less expensive. Because the endowments are already restricted, those restrictions would likely remain intact once they were assigned to the UUA. That is, the social justice endowment would be restricted to social justice uses and the youth endowment would be restricted to supporting youth. The stability endowment would probably translate to stability of the UUA.
Vote language:
This is a ranked choice vote. Please rank from most desirable (1) to least desirable (3) each of the three following strategies for approaching the UUA:
____ Petition the UUA Board to allow the UUCiA to dispose of its assets as it chooses and give the UUA 50% of the profits from the sale of the property at 6 Locke Street.
____ Petition the UUA Board to allow the UUCiA to give its assets to UU-affiliated organization(s).
____ Upon closure, assign our assets to the UUA.