The Board held a town hall meeting on Sun., Aug. 27, as a first step in the process of merging with the Congregation of the Great South Bay (UUGSB). The Board outlined the plan and steps yet to be taken, in preparation for a vote at a future congregational meeting. UUGSB Board President Marian Russo also spoke, introducing herself and relating the history of UUGSB and how they came to be in a position to approach UUFSB about a potential merger. The next town hall on the subject is slated for Sun. Oct. 15.
Background:
The Congregation of the Great South Bay approached UUFSB about merging in 2020. We agreed in principle to consolidate with them in 2021. As the Board reported in 2022, the joining of the two congregations was dependent on the sale of their building. A buyer signed a contract to purchase in July of this year. The next step in the process is a bureaucratic one. The Attorney General of New York needs to approve a Merger Plan, which will take approximately six months. During that time, the Board will develop a Covenant of Process to ensure that we stay in right relation with each other. Once the Merger Plan is approved, we will formulate the Articles of Merger and finalize the process. It is our hope that a final vote will take place at the Annual Meeting of the Congregation in June.
The Merger Plan has five questions that need to be answered.
- Name change, if any. There will be no change in name at this time. Eventually we will change the name, but that will occur after the two congregations engage in a collaborative discussion between now and the annual meeting.
- What is the composition and manner of election of the Board of Trustees for the new corporation? The composition will be seven board members, elected according to the Bylaws of UUFSB. Members of the Great South Bay can be nominated as members of the combined congregations. At this time, they have not requested a seat on the Board, and it is our understanding that they will not request one. At the Board retreat we voted to have Marian Russo join the Board of Trustees as an ex-officio member.
- What is the composition and qualification of Membership for the resulting corporation? We will transfer UUGSB membership to the Stony Brook membership based on UUFSB membership rules. They will sign the membership book and make a donation of record. The donation will take the form of the pledge made to UUGSB, pro-rated at the time of merger.
- What property will be transferred to Stony Brook and any restrictions? The Congregation of the Great South Bay will divide the proceeds (anticipated to be approximately $800,000 – $900,000) from the sale in two parts. The bulk of the money will go to establishing a social justice fund, and the remainder they wish to apply to a capital improvement at UUFSB that will carry their name as a legacy of their congregation’s life prior to the merger. A committee will be created to determine the dispensation of the funds after the merger is complete.
- Who will be responsible for the payment of Merger Costs (mostly legal fees)? The UUGSB will pay the merger costs. The Board has decided to hire the same firm used by Great South Bay (Capell Barnett Matalon & Schoenfeld who have a practice in not-for-profit and religious organizations: https://cbmslaw.com/practice/religious-corporations/). The Board made this decision after a lengthy discussion about the merits of hiring a different firm but decided it made sense since, as per a metaphor that emerged in the meeting, “this is a wedding and not a divorce.”
It is important to remember that this is a very difficult time for the members of the Great South Bay. They have a long and valued history as a congregation and as a force for social justice on the South Shore. They are tired and saddened by the loss of their building and their identity. In accepting their offer, we should be considerate of their needs. We should acknowledge that while we will be giving up some things, it is nothing compared to their loss. We also need to recognize their generosity in coming to us rather than dissolving, in which case the proceeds of the sale would go to the UUA. They want to make a new home with us and build a stronger beloved community.
John Lutterbie,
V.P. Board of Trustees