Governance Manual West Shore Unitarian Universalist Church Last Modified by vote of the Annual Meeting – June 7, 2013 This page is intentionally left blank 16 September 2013 Governance Manual Page 2 of 140 a Preface About this Document The Governance Manual of West Shore Unitarian Universalist Church contains the documentation which defines how the Church is governed. West Shore uses Carver’s Policy Governance model for the operations of the Church. All Authority comes from the Congregation. The Congregation calls a Minister to serve as the spiritual head of the Church. The Congregation elects the Board, the governing body of the Church. The Board creates and monitors “Ends” which are the vision of the Church and guide all decisions and actions. The Board appoints an Executive to handle the day-to-day operations and administration of the Church. The Policy Governance model allows West Shore to clarify all roles and responsibilities and make sure that all details which go into running the Church serve its mission and vision. Intended Audience This manual is written for all congregants of West Shore, but is specifically intended for members of West Shore in leadership positions and West Shore’s ministers. All Trustees, Ministers, Officers, and the designated Executive must be familiar with this manual. Organization of this Document This document is organized into 5 major sections which include the policies defined by the Policy Governance Model and an in-depth series of Appendixes. The five sections are Ends, Executive Limitations, Governance Process, BoardExecutive Linkage and Ministry Policies. The Appendixes include the Bylaws, a Glossary, the Standing Rules, and many other Governance-related documents. Recommended Reading Sequence In order to orient the new reader to this document, a recommended reading sequence has been constructed. It includes a reading list and set of study questions for two different audiences, the new Trustee and the new Officer. All readers of this manual should begin with the sequence for new Trustees. 16 September 2013 Governance Manual – Preface Page i a Recommended Reading Sequence for the Governance Manual All Trustees Trustees should first read the Bylaws of the Church. Familiarization with the Governance Manual begins by reading the Table of Contents to see the complete list of Policies and then the Glossary which defines terms used throughout the manual. Policies should be read, starting with the Ends of the Church, continuing into the Role of the Trustee, and moving into the Relationship between the Board and the Executive. Eventually the entire Governance Manual should be read and understood by every Trustee. To resolve conflicts between different rules, the hierarchy of rules is, in descending order: 1. 2. 3. 4. 5. 6. 7. 8. Federal, State, County and City Laws West Shore Bylaws Standing Rules of Procedure Robert's Rules of Order, Revision 10 West Shore Governance Manual – ENDS Policies West Shore Governance Manual – Other Policies Executive Interpretation of ENDS Administrative Policies owned by the Executive Recommended Reading Sequence • Appendix C: Bylaws Objective: Read the laws of the church as defined by the Congregation • Table of Contents Objective: Review the complete list of Policies • Appendix A: Glossary of Terms Objective: Understand West Shore's definition of common terms in the manual • ENDS Policies Objective: Read the entire ENDS section – all Policies derive from the ENDS • Role of the Trustee Objective: Be able to answer the questions in the study section o GP Policy #1: Governing Style o GP Policy #2: Board Job Description o GP Policy #3: Trustee and Officer Code of Conduct o GP Policy #10: Adoption and Modification of Policies • Relationship between the Board and the Executive Objective: Be able to answer the questions in the study section o LNK Policy #1: Unity of Control o LNK Policy #2: Accountability of the Executive o LNK Policy #3: Delegation to the Executive o LNK Policy #6: Monitoring Executive Performance o EL Policy #13: Communication and Support to the Board • All other sections of the Governance Manual Objective: Read the entire Governance Manual. Please remember that all EL Policies will be reviewed throughout the course of the Calendar year, so Trustees must read the EL Policy as a part of Board Meeting Preparation. 16 September 2013 Governance Manual – Preface Page ii a Board Officers These additional materials are essential for Board Officers. Included are sections which describe how meetings should be run, how agendas are assembled, and the roles and responsibility of each Officer. Recommended Sequence • GP Policy #5: Agenda Planning • Appendix B: Annual Perpetual Agenda Objective: Review what the work of the Board must be for each month of the calendar year. • GP Policy #6: President and Officer Roles • Appendix D: Standing Rules of Procedure - West Shore Objective: Review the Rules of Procedure which West Shore has established. These rules are essential for the running of any meetings and are owned by the Board (as per the Bylaws). Study Section Here is a set of questions which should be answerable by each Trustee. • Role of the Trustee Objective: Answer these questions by reading these Policies 1. From where does the Board derive its Authority? 2. How does the Board exercise Authority? 3. What is the responsibility of the Board? 4. How does the Board govern? 5. What kinds of things should the Board include as part of its agenda? What doesn't belong? 6. What are the individual responsibilities of each Trustee? 7. How does the Board change Policies to keep them relevant? Should the Board be Proactive or Reactive with Policy changes? • Relationship between the Board and the Executive Objective: Answer these questions by reading these Policies 1. From where does the Executive derive its Authority? 2. How does the Executive exercise Authority? 3. What is the responsibility of the Executive? 4. How does the Executive govern? Who does the Executive govern? 5. How does the Board interact with the Executive and those whom the Executive governs? 6. How does the Board ensure Executive performance? 7. How does the Board ensure excellence by the staff, committees, worship, and all other activities of the church? 8. How does the Board change Policies to change the expectations of the Executive? Are Board decisions retroactive? 16 September 2013 Governance Manual – Preface Page iii a This page is intentionally left blank 16 September 2013 Governance Manual – Preface Page iv a West Shore Governance Manual Table of Contents PREFACE.................................................................................................................................................... I THE PRINCIPLES OF THE UNITARIAN UNIVERSALIST ASSOCIATION........................................................... 6 ENDS........................................................................................................................................................ 7 GLOBAL WSUUC STATEMENT OF PURPOSE .................................................................................................... 7 COVENANT AMONG MEMBERS OF THE BOARD OF TRUSTEES ............................................................................... 9 END POLICY #1: TRANSCENDENT WORSHIP.................................................................................................. 10 END POLICY #2: NURTURING, INCLUSIVE COMMUNITY ................................................................................... 11 END POLICY #3: LIFESPAN FAITH DEVELOPMENT ........................................................................................... 13 END POLICY #4: SERVICE ......................................................................................................................... 14 END POLICY #5: SPREADING THE NEWS ...................................................................................................... 15 END POLICY #6: ANTI-RACISM .................................................................................................................. 16 GLOBAL EXECUTIVE LIMITATIONS .......................................................................................................... 18 EL POLICY #1: TREATMENT OF CONGREGANTS .............................................................................................. 19 EL POLICY #2: TREATMENT OF STAFF .......................................................................................................... 20 EL POLICY #3: COMPENSATION AND BENEFITS .............................................................................................. 23 EL POLICY #4: FINANCIAL PLANNING AND BUDGETING .................................................................................... 24 EL POLICY #5: FINANCIAL CONDITION AND ACTIVITIES .................................................................................... 25 EL POLICY #6: ASSET PROTECTION ............................................................................................................. 28 EL POLICY #7: TANGIBLE GIFTS .................................................................................................................. 29 EL POLICY #8: UNPLEDGED MONETARY GIFTS .............................................................................................. 30 EL POLICY #9: ENDS FOCUS OF GRANTS OR CONTRACTS .................................................................................. 32 EL POLICY #10: EMERGENCY EXECUTIVE SUCCESSION ..................................................................................... 33 EL POLICY #11: DENOMINATIONAL ASSOCIATIONS ........................................................................................ 34 EL POLICY #12: CHILD CARE CENTER OVERSIGHT .......................................................................................... 35 EL POLICY #13: COMMUNICATION AND SUPPORT TO THE BOARD ...................................................................... 36 EL POLICY #14: SPIRITUAL CARE ............................................................................................................... 39 GLOBAL GOVERNANCE PROCESS............................................................................................................ 41 GP POLICY #1: GOVERNING STYLE .............................................................................................................. 42 GP POLICY #2: BOARD JOB DESCRIPTION ..................................................................................................... 44 GP POLICY #3: TRUSTEE AND OFFICER CODE OF CONDUCT ............................................................................... 45 GP POLICY #4: BOARD INTERNAL COMMUNICATIONS...................................................................................... 48 GP POLICY #5: AGENDA PLANNING ............................................................................................................ 49 GP POLICY #6: PRESIDENT AND OFFICER ROLES ............................................................................................. 50 GP POLICY #7: BOARD COMMITTEE PRINCIPLES ............................................................................................. 55 GP POLICY #8: BOARD COMMITTEE STRUCTURE ............................................................................................ 56 GP POLICY #9: COST OF GOVERNANCE ........................................................................................................ 57 GP POLICY #10: ADOPTION AND MODIFICATION OF POLICIES ........................................................................... 58 GP POLICY #11: CHILD CARE CENTER GOVERNANCE ....................................................................................... 59 GP POLICY #12: EMERITUS COUNCIL .......................................................................................................... 60 GP POLICY #13: CONFLICT MANAGEMENT POLICY ......................................................................................... 61 GP POLICY #14: MINISTERIAL CANDIDATE SPONSORSHIP ................................................................................. 64 GLOBAL BOARD-EXECUTIVE LINKAGE..................................................................................................... 66 LNK POLICY #1: UNITY OF CONTROL ........................................................................................................... 67 LNK POLICY #2: ACCOUNTABILITY OF THE EXECUTIVE ...................................................................................... 68 16 September 2013 Governance Manual – WSUUC – Table of Contents Page 3 of 140 LNK POLICY #3: DELEGATION TO THE EXECUTIVE ........................................................................................... 69 LNK POLICY #4: FUNDRAISING .................................................................................................................. 70 LNK POLICY #5: INTENTIONAL POLICY VIOLATION .......................................................................................... 72 LNK POLICY #5: INTENTIONAL POLICY VIOLATION .......................................................................................... 72 LNK POLICY #6: MONITORING EXECUTIVE PERFORMANCE ............................................................................... 73 LNK POLICY #7: EXECUTIVE COMPENSATION AND BENEFITS ............................................................................. 76 LNK POLICY #8: DISCIPLINARY POLICY ......................................................................................................... 77 GLOBAL MINISTRY POLICY ..................................................................................................................... 80 MS POLICY #1: MINISTERIAL CODE AND GUIDELINES ...................................................................................... 81 MS POLICY #2: SABBATICAL LEAVE POLICY ................................................................................................... 82 MS POLICY #3: DIRECTOR OF LIFESPAN FAITH DEVELOPMENT ........................................................................... 83 APPENDIX A: GLOSSARY OF TERMS........................................................................................................ 84 APPENDIX B: ANNUAL PERPETUAL AGENDA (BOARD WORK BY MONTH).............................................. 88 APPENDIX C: BYLAWS ............................................................................................................................ 95 WEST SHORE UNITARIAN UNIVERSALIST CHURCH ........................................................................................... 95 ARTICLE I: THE CHURCH ................................................................................................................. 95 ARTICLE II: GOVERNANCE .............................................................................................................. 95 ARTICLE III: MEMBERSHIP .............................................................................................................. 96 ARTICLE IV: MEETINGS OF THE CHURCH MEMBERS........................................................................ 98 ARTICLE V: ELECTIONS ................................................................................................................... 99 ARTICLE VI: BOARD OF TRUSTEES................................................................................................. 100 ARTICLE VII: OFFICERS.................................................................................................................. 103 ARTICLE VIII: MINISTRY ................................................................................................................ 104 ARTICLE IX: ORGANIZATION ......................................................................................................... 105 ARTICLE X: FISCAL YEAR ............................................................................................................... 107 ARTICLE XI: DISSOLUTION ............................................................................................................ 107 ARTICLE XII: PARLIAMENTARY AUTHORITY ................................................................................... 107 ARTICLE XIII: CHURCH MANUAL ................................................................................................... 107 ARTICLE XIV: CHILD CARE CENTER ................................................................................................ 108 BYLAWS OF THE WSCCC ADMINISTRATIVE BOARD ..................................................................................... 110 MISSION STATEMENT .................................................................................................................. 110 EXPANDED MISSION STATEMENT ................................................................................................ 110 PREAMBLE................................................................................................................................... 110 PURPOSES ................................................................................................................................... 110 EXPECTATIONS ............................................................................................................................ 111 COMMUNITY OF SERVICE ............................................................................................................ 111 OPERATION OF THE PROGRAM.................................................................................................... 111 ARTICLE I: ADMINISTRATIVE BOARD............................................................................................ 112 ARTICLE II: OFFICERS OF THE ADMINISTRATIVE BOARD ............................................................... 113 ARTICLE III: MEETINGS ................................................................................................................ 114 ARTICLE IV: COMMITTEES OF THE ADMINISTRATIVE BOARD........................................................ 115 ARTICLE V: FISCAL YEAR .............................................................................................................. 116 ARTICLE VI: DISSOLUTION ........................................................................................................... 116 ARTICLE VII: PARLIAMENTARY AUTHORITY.................................................................................. 116 ARTICLE VIII: AMENDMENTS ....................................................................................................... 116 APPENDIX D: STANDING RULES OF PROCEDURE – WEST SHORE .......................................................... 119 RULE 1. ORDER OF BUSINESS ....................................................................................................... 119 RULE 2. PRESIDING OFFICER......................................................................................................... 119 RULE 3. MODERATOR OF THE MEETING....................................................................................... 119 16 September 2013 Governance Manual – WSUUC – Table of Contents Page 4 of 140 RULE 4. AGENDA ......................................................................................................................... 119 RULE 5. MEANS OF VOTING ......................................................................................................... 120 RULE 6. MINUTES ........................................................................................................................ 120 RULE 7. AMENDMENTS................................................................................................................ 120 RULE 8. TIME LIMITS.................................................................................................................... 120 RULE 9. MICROPHONES ............................................................................................................... 121 RULE 10. COMMITTEE OF THE WHOLE ......................................................................................... 121 RULE 11. ADOPTING THE STANDING RULES OF PROCEDURE......................................................... 121 RULE 12. AMENDING THE STANDING RULES OF PROCEDURE........................................................ 122 RULE 13. ADJOURNMENT ............................................................................................................ 122 APPENDIX E: CONTRACTS..................................................................................................................... 124 APPENDIX F: COMMITTEES OF THE BOARD.......................................................................................... 134 CARE COVENANT TEAM ........................................................................................................................ 134 DIVERSITY RESOURCE TEAM .................................................................................................................... 137 ENDS TASK FORCE ................................................................................................................................ 138 EXECUTIVE COMMITTEE ......................................................................................................................... 139 FINANCE COMMITTEE ............................................................................................................................ 140 GOVERNANCE TASK FORCE ..................................................................................................................... 141 APPENDIX G: ABOUT THE GOVERNANCE MANUAL .............................................................................. 143 HISTORY OF GOVERNANCE MANUAL DEVELOPMENT ..................................................................................... 143 APPENDIX H: OTHER POLICIES.............................................................................................................. 146 2006 POLICY PACKET DISPOSITION ........................................................................................................... 146 POLICIES REMANDED TO STAFF (RESPONSIBILITY FOR THESE POLICIES HAS BEEN GIVEN TO THE EXECUTIVE. THEY ARE INCLUDED PURELY FOR HISTORICAL REASONS)............................................................................................... 148 Remanded Policy A: Alcoholic Beverages Policy ............................................................................ 148 Remanded Policy B: Fine Art Policy............................................................................................... 149 Remanded Policy C: Website Privacy Policy .................................................................................. 150 Remanded Policy D: END Policy #D: Child and Youth Protection Policy .......................................... 153 Remanded Policy E: Strategic Plan Policy...................................................................................... 154 APPENDIX I: OTHER GOVERNANCE TOOLS ........................................................................................... 156 GOVERNANCE TOOL: PROCESS OBSERVER INSTRUCTIONS ............................................................................... 156 CARE AND KEEPING OF THE GOVERNANCE MANUAL ...................................................................................... 159 16 September 2013 Governance Manual – WSUUC – Table of Contents Page 5 of 140 The Principles of the Unitarian Universalist Association We, the member congregations of the Unitarian Universalist Association, covenant to affirm and promote • • • • • • • The inherent worth and dignity of every person; Justice, equity and compassion in human relations; Acceptance of one another and encouragement to spiritual growth in our congregations; A free and responsible search for truth and meaning; The right of conscience and the use of the democratic process within our congregations and in society at large; The goal of world community with peace, liberty, and justice for all; Respect for the interdependent web of all existence of which we are a part. The living tradition which we share draws from many sources: • • • • • • Direct experience of that transcending mystery and wonder, affirmed in all cultures, which moves us to a renewal of the spirit and an openness to the forces which create and uphold life; Words and deeds of prophetic women and men which challenge us to confront powers and structures of evil with justice, compassion, and the transforming power of love; Wisdom from the world's religions which inspires us in our ethical and spiritual life; Jewish and Christian teachings which call us to respond to God's love by loving our neighbors as ourselves; Humanist teachings which counsel us to heed the guidance of reason and the results of science, and warn us against idolatries of the mind and spirit. Spiritual teachings of earth-centered traditions which celebrate the sacred circle of life and instruct us to live in harmony with the rhythms of nature. Grateful for the religious pluralism which enriches and ennobles our faith, we are inspired to deepen our understanding and expand our vision. As free congregations we enter into this covenant, promising to one another our mutual trust and support. 16 September 2013 Governance Manual – WSUUC – Table of Contents Page 6 of 140 ENDS Global WSUUC Statement of Purpose Our Mission is to inspire more people to lead lives of meaning and purpose. We do this through: • • • • • Transcendent worship; A nurturing, inclusive community; Lifespan faith development; Service to others within our congregation, our local community and the world beyond; Spreading the news of Unitarian Universalism and our church. 16 September 2013 Governance Manual – WSUUC – Table of Contents Page 7 of 140 Our WSUUC Covenant to CARE. In order to most authentically live our faith in our relationships with each other, we covenant to CARE for each other by acting with: Courtesy • Showing kindness, warmth and patience. • Treating others with dignity and sensitivity when in disagreement. Acceptance • Affirming the value of physical, life style, perceptual, and religious differences. • Agreeing to disagree when unable to reach consensus. Respect • Actively acknowledging the contributions of others to the life of the church. • Being quick to listen, slow to judge, and willing to negotiate. Engagement • Inviting others to participate in opportunities to serve, grow and heal. • Seeking mutual resolution to conflict through clear and sensitive communications. Adopted at a meeting of the congregation, June 2005 Approved as END Policy #A - May 22, 2007 Promoted to Global ENDS Policy June 7, 2013 16 September 2013 Governance Manual – WSUUC – Table of Contents Page 8 of 140 Covenant among Members of the Board of Trustees Because we hold these values: the centrality of honesty, openness and directness; the primacy of the listening that seeks to understand; the redemptive worth of both challenge and celebration; the grounding virtues of kindness and trustworthiness; the vital touchstone of spiritual growth and deepening; the precious balance of autonomy and differentiation; and because we intend these values to inform the ministry we share as Board members and ministers, we covenant with one another as follows: • We will speak with one voice once a decision has been reached. We act for the Church as a whole. • We will come prepared to Board meetings. • We will speak and act in ways that promote the effectiveness of our work together as a team. We will engage only in direct communication. If we have an issue or concern with another Board member or minister, we will first go directly to that Board member or minister, in the spirit of openness, honesty and with a commitment to seek a mutual solution. • We will demonstrate a spirit of cooperation and with respect for one another’s opinions. When we find ourselves in disagreement, we will strive to offer an alternative idea, rather than criticize. We will seek to understand, first, rather than to be understood. • If we come to a difficult place in our relationship, we will quickly seek the help of our Care Team for conflict resolution. • We will review this covenant annually as a way of sensitizing ourselves to its applicability. We will work together to modify these promises as needed. • If we break any of these promises, we will discuss what we learned to prevent recurrences and, as appropriate, make amends. • We understand that we serve at the pleasure of the congregation. Every decision we make is in accordance with our bylaws and is in keeping with the mission and vision of the Church. 16 September 2013 Governance Manual – WSUUC – END Policies Page 9 of 140 END Policy #1: Transcendent Worship a. People who attend services at West Shore have a meaningful transcendent experience. i. They find hope, beauty, and inspiration in their worship. ii. They have a deeper understanding of the meaning and purpose of their lives. b. Members and their families regularly attend worship services. Adopted May 26, 2009 16 September 2013 Governance Manual – WSUUC – END Policies Page 10 of 140 END Policy #2: Nurturing, Inclusive Community a. Members, Friends, Seekers of all ages feel safe, welcomed, comfortable, and appreciated at West Shore, meet and connect with each other, and are encouraged to participate in all aspects of church life. Those we welcome include: i. People of color, of all races, of all ethnic backgrounds and national origins. ii. People of all sexual orientations and gender identities. iii. People with physical, cognitive and emotional disabilities. iv. People of every economic status and educational background. v. People of different political and ideological backgrounds. vi. People of varying theological views. vii. People of all ages b. West Shore is an anti-racist, anti-oppressive, multi-cultural religious community and follows UUA guidelines. c. West Shore is a Welcoming Congregation as designated by the UUA and actively maintains this status. i. As such it is inclusive and expressive of the concerns of gay, lesbian, bisexual, and transgender persons at all levels of congregational life – in worship, in program, and in social occasions. The official documents of the church shall include appropriate affirmations and non-discrimination clauses to assure inclusiveness in all aspects of congregational life. Rites of passage, including services of union, child dedications, and memorial services are offered to gay, lesbian, bisexual and transgender families, as are all other forms of congregational and ministerial support. d. Members and friends understand and follow the CARE Covenant. e. Leadership is encouraged and developed. Adopted May 26, 2009 Section c.i. approved by vote of the congregation, June 7, 2013 16 September 2013 Governance Manual – WSUUC – END Policies Page 11 of 140 END Policy #3: Lifespan Faith Development a. Members are intentional about their lifespan faith development. i. Members develop a personal theology that reflects UU values, and are able to describe their personal religious identities. ii. Members are actively involved with Lifespan Faith Development opportunities for growth and learning, which include practices that engage the mind, body, heart, and spirit. iii. They deepen their individual spiritual practices. b. Children participate in Lifespan Faith Development that is appropriate for their age and developmental level. c. Friends and Seekers are welcome at Lifespan Faith Development activities. Adopted May 26, 2009 16 September 2013 Governance Manual – WSUUC – END Policies Page 12 of 140 END Policy #4: Service a. Members and Friends are engaged in service to others within our congregation, our local community and the world beyond. i. 'Service’ refers to direct service, social justice and denominational activities. ii. Members and Friends are engaged in service as individuals and/or as part of West Shore organized efforts. iii. Children and youth are engaged in service to others. iv. Members of West Shore work on issues related to social justice on an ongoing basis. v. People understand the relationship between their own spiritual development and their service to social justice and the larger community. vi. People are generous with their time, money, talents, care and compassion. b. People in the larger community recognize West Shore as a leader in social justice. c. i. West Shore works with other churches and interfaith organizations on social justice issues. ii. West Shore advocates in the public arena for liberal religious values. West Shore is accredited by the UUA as a Green Sanctuary and maintains this status, following environmentally responsible practices as appropriate. d. The West Shore Child Care Center is a program of the Church. It promotes the well-being of children in our community by providing quality, affordable child care and by supporting their families. Adopted May 26, 2009 Section d approved by vote of the congregation, June 7, 2013 16 September 2013 Governance Manual – WSUUC – END Policies Page 13 of 140 END Policy #5: Spreading the News a. West Shore is known throughout Greater Cleveland as a place that inspires people to lead lives of meaning and purpose. i. Members and Friends tell their relatives, friends and neighbors about West Shore. ii. West Shore activities are publicized and non-member participants feel welcome and comfortable. b. More people in Greater Cleveland know about Unitarian Universalism. c. i. Members are able to articulate to their relatives, friends and neighbors, and to the wider world, what West Shore means to them. ii. Members are able to explain what a Unitarian Universalist is. West Shore is known throughout Cleveland as a welcoming and nurturing community, as described in END #2(a)(i) through END #2(a)(vii). d. West Shore is an active participant in the larger Unitarian Universalist community. Adopted May 26, 2009 16 September 2013 Governance Manual – WSUUC – END Policies Page 14 of 140 END Policy #6: Anti-Racism WSUUC shall strive to become an anti-racist, anti-oppressive, multi-cultural religious community. Adopted July 1, 2008 16 September 2013 Governance Manual – WSUUC – END Policies Page 15 of 140 16 September 2013 Governance Manual – WSUUC – END Policies Page 16 of 140 Global Executive Limitations The Executive shall not fail to demonstrate a high level of integrity. In this spirit, the Executive shall not: • cause or allow any practice, decision, or organizational circumstance that is imprudent or in violation of commonly accepted business and professional ethics; • nor shall the Executive misuse or abuse the authority vested in that position; • nor use methods of accomplishing Ends that are not in consonance with congregational and denominational values. 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 17 of 140 EL Policy #1: Treatment of Congregants With respect to interactions with members, friends, and visitors of the church and their children (hereinafter referred to as “congregants”), the Executive shall not allow conditions, procedures or decisions that are unsafe, unfair, undignified, mean-spirited, unnecessarily intrusive, or that fail to provide appropriate confidentiality and privacy. In this spirit, the Executive shall not: 1. Show undue bias or partiality in dealing with congregants. 2. Fail to recognize significant contributions of congregants. 3. Fail to apply the standards of the Church’s purpose, values, and ends to interactions with congregants. a. When any person’s physical and/or emotional well-being or freedom to safely express his or her beliefs or opinions is threatened, the source of this threat must be addressed firmly and promptly, even if this ultimately requires the expulsion of the offending person or persons. 4. Elicit information from congregants for which there is no clear necessity. 5. Use methods of collecting, reviewing, transmitting, or storing congregant information that fail to protect against improper access to the material elicited. 6. Fail to maintain facilities that provide a reasonable level of safety, upkeep, access, and functionality. 7. Fail to maintain and enforce procedures to ensure the safety of congregants’ children while at the church or at church functions. 8. Fail to inform congregants of this policy, or to provide a process for hearing the concerns of those who feel they have not been reasonably accorded their rights under this policy. 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 18 of 140 EL Policy #2: Treatment of Staff With respect to treatment of professional staff and volunteers, the Executive may not cause or allow conditions that are unfair, unsafe, mean-spirited, unprofessional or undignified; nor shall the Executive fail to apply the standards of the Church’s purpose, values and ends to interactions with the staff. West Shore Unitarian Universalist Church is committed to equal opportunity employment for all persons, without regard to characteristics such as race, color, gender, age, religion or sexual orientation or handicapping conditions. In this spirit, the Executive shall not: 1. Operate outside of current employment laws. 2. Discriminate (as defined by city, state, and federal law, and the Church Bylaws Article VIII, Section 1) among existing or potential staff/volunteers on other than clearly jobrelated criteria, individual performance or individual qualifications. a. This protection is also extended to the selection of vendors and contractors. b. All vendors and contractors of goods and services to the Church must be equal opportunity employers and must attest to such a policy in writing if requested. 3. Show undue bias or partiality in dealing with staff. 4. Operate without written policies that: a. Clarify personnel rules b. Provide for effective handling of grievances, and c. Protect against wrongful conditions and conflicts of interest. 5. Operate without written job descriptions for all paid staff. 6. Fail to direct and support staff in developing and implementing strategies to support the Church’s purpose and Ends policies. 7. Fail to clarify performance expectations with each staff member. 8. Fail to have an annual staff planning and review process. 9. Fail to recognize the significant contributions and accomplishments of staff members. 10. Discriminate against any staff member for expressing an ethical dissent based upon a stated ethical principle. 11. Prevent staff from grieving to the Board when: a. Internal grievance processes have been exhausted, and b. The staff member alleges that i. Board policy has been violated to the staff member's detriment or ii. Board policy does not adequately protect the staff member's human rights. 12. Fail to maintain office equipment and the office environment at a reasonable level of safety, upkeep, access, and functionality. 13. Fail to acquaint staff with their rights under this policy. Revised April 27, 2010 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 19 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 20 of 140 EL Policy #3: Compensation and Benefits With respect to employment, compensation, and benefits to employees, consultants, contract workers, and volunteers, the Executive shall not cause or allow jeopardy to fiscal integrity or public image. In this spirit, the Executive shall not: 1. Change his or her own compensation and benefits. The compensation and benefits of the Executive are outlined in LNK #7: Executive Compensation and Benefits. 2. Promise or imply guaranteed employment. 3. Establish inequitable current compensation and benefits which fail to take into consideration : a. For the professional staff, the UUA guidelines for a church of our size in a similar geographic wage area. b. For the support staff, the local market for the skills employed. 4. Establish or change benefits so as to cause unpredictable or inequitable situations, including those that: a. Incur unfunded pension liabilities. b. Provide less than some basic level of benefits to all full-time employees, though differential benefits to encourage longevity are not prohibited. c. Allow any employee to lose benefits already accrued from any foregoing plan. 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 21 of 140 EL Policy #4: Financial Planning and Budgeting Financial planning for any fiscal year or the remaining part of any fiscal year shall not deviate materially from the Board’s Ends priorities or risk fiscal jeopardy. In this spirit, the Executive shall not: 1. Allow budgeting that: a. Contains too little information to enable credible i. Projection of revenues and expenses, ii. Separation of capital and operational items, iii. Tracking of cash flow, iv. Disclosure of planning assumptions. b. Plans the expenditure in any fiscal year of more funds than are conservatively projected to be received in that period. c. Fails to apply prepaid pledges to the anticipated income budget for the year designated by the contributor. d. Provides less for Board needs during the year than is set forth according to GP #9: Cost of Governance. e. Carries over annually budgeted funds which were not used during the fiscal year. 2. Fail to adjust the discretionary spending lines if it is projected that a year-end deficit is likely to occur and to report to the Board about these adjustments. 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 22 of 140 EL Policy #5: Financial Condition and Activities With respect to the actual, ongoing financial condition and activities, the Executive shall not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from Board priorities established in the Ends Policies. In this spirit, the Executive shall not: 1. Indebt the Church nor enter into a contract which could indebt the Church in a single transaction to 5% of operating budget, or in an aggregate transaction to 10% of the operating budget without the approval of the Board of Trustees. 2. Authorize a line of credit without the approval of the Board of Trustees. 3. Use any endowment principal or long term unallocated reserve without approval of the Board of Trustees. 4. Conduct inter-fund shifting in amounts that deviate materially from the Board’s Ends priorities. 5. Fail to settle payroll and debts in a timely manner. 6. Allow tax payments or other government ordered payments or filings to be overdue or inaccurately filed. 7. Acquire, encumber or dispose of real estate. 8. Fail to appropriately pursue unpaid pledges after a reasonable amount of time. 9. Fail to aggressively pursue unpaid non-pledge receivables after a reasonable amount of time. 10. Allow any conflict of interest to be present in the awarding of contracts or other purchasing decisions. 11. Make any purchases not provided for in either the capital expenditure or operating projections; or make any purchase; or enter into any contract of over $10,000 without at least two competitive bids. a. For contracts exceeding $10,000, a 10% retainage will be held for at least 30 days to insure that the project is satisfactorily completed. 12. Fail to create a projected 3-5 year operating budget plan. 13. Fail to create a 3-5 year budget plan for capital outlays, equipment expense and building maintenance for any expenditures anticipated to exceed $10,000. 14. Fail to inform the Board before any decision is made to use unexpected and undesignated income over the amount of $7,500. 15. Fail to have more than one signature on any check with a face value greater than $2,500. 16. Fail to hold payment for contracted services until completion of the job, excepting advance payments for materials which are substantiated by invoice. Revised April 27, 2010 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 23 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 24 of 140 EL Policy #6: Asset Protection The Executive shall not allow the assets to be unprotected, inadequately maintained, or unnecessarily risked. In the spirit, the Executive shall not: 1. Fail to insure against significant property and casualty loss to at least 80% of replacement value and against liability losses to staff and the organization. 2. Fail to insure against corporate liability and personal liability of Board members, taking into account pertinent statutory provisions for indemnification and exemptions applicable to non-profit organizations. 3. Allow unbonded personnel access to material amounts of funds unless covered under the Church’s “Protection Against Dishonesty” coverage. 4. Subject facilities, premises and equipment to improper wear and tear or insufficient maintenance. 5. Fail to maintain the Church as a non-smoking facility. 6. Display memorial plaques, signs or other devices in the building or on the grounds with names of donors of Memorial gifts without Board approval. 7. Unnecessarily expose the Church, its Board, or staff to claims of liability. 8. Fail to protect intellectual property, information and files from loss or significant damage. 9. Receive, process, or disburse funds under controls that are insufficient to meet a Boardappointed auditor’s standards. 10. Invest or hold operating capital in insecure instruments. 11. Fail to establish procedures to protect against mishandling or misuse of cash and currency. 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 25 of 140 EL Policy #7: Tangible Gifts Tangible gifts to the church are most welcome and greatly appreciated. Tangible gifts are received for the benefit of the church and will be used in accordance with the Board’s Ends. Accordingly, 1. Tangible Gifts can include, but are not limited to, fine arts, real estate, and other property. 2. All tangible gifts become the property of the Church once accepted. 3. Decisions regarding the use, placement, maintenance, repair, restoration or disposal of tangible gifts with a value of $1000 or less are vested with the Executive. The Executive shall not fail to notify the Board of Trustees about the acceptance or disposal of these tangible gifts. 4. The Executive shall not fail to notify the Board of Trustees of the offers of tangible gifts with a value greater than $1000. The Board may vote the acceptance and disposal of these tangible gifts and it may create additional policies to further describe the use of these tangible gifts. 5. The Executive shall not accept tangible gifts as payment of a pledge. 6. The Executive shall not fail to have any official documents relating to the transfer of real or personal property signed by a designated officer of the church determined by the Board. 7. The Executive must not fail to express appreciation on behalf of the Congregation to the donor of any tangible gift, and when appropriate, request that the Board contributes to the show of appreciation. 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 26 of 140 EL Policy #8: Unpledged Monetary Gifts Unpledged monetary gifts to the church are most welcome and greatly appreciated. Unpledged monetary gifts are received for the benefit of the church and will be used in accordance with the Board’s Ends. The Church’s Endowment consists of the Connard Fund at the Cleveland Foundation and the Agency Account at National City Bank. Since the investment policies and income paid to the church from the Connard Fund is determined by an outside trust which the church does not control, all references to “Endowment Fund” in this policy refer to the assets in the Agency Account at National City Bank. Accordingly, 1. Unpledged monetary gifts to the Church’s Endowment can include, but are not limited to, cash gifts, memorial gifts, and planned gifts including bequests. 2. All unpledged monetary gifts become the property of the Church once accepted. 3. Unpledged monetary gifts shall be accepted with these additional provisions: a. If the donor describes the gift as intended for the Church’s Endowment, the Executive shall not fail to assign the gift to the Endowment Fund. Such gifts are not applied to the Operating Budget. i. Monetary gifts to the Church’s Endowment must be formally received by the Board of Trustees. The Executive must not fail to supply an action to receive such gifts to the consent agenda of the Board. The minutes of the Board shall serve as a record of the transaction. b. If the monetary gift has not been described as intended for the Church’s Endowment, the Executive shall manage the gift according to the following provisions: i. Designated Gifts: 1. Designated monetary gifts for an announced special offering collection shall be accepted by the Executive for the purposes stated in the announcement of the special offering. 2. The Board may accept designated monetary gifts or bequests greater than $1000 intended for annual operating expense items to be used as the donor requests, and it may create policies to further describe the use of designated gifts where the donor’s designation allows more detail or clarification. Monies derived from a designated gift given for specific purpose may be accrued in a special fund, year to year, to be used as the donor indicated. 3. Designated monetary gifts of $1000 or less may be received by the Executive and used for operating purposes by the Executive according to the donor’s wishes. ii. Undesignated Gifts 1. The Board may accept undesignated monetary gifts greater than $1000 and decide on their designation. 2. Memorial Gifts of $1000 or less shall be accepted by the Executive and placed in the undesignated Memorial Fund. 3. Other undesignated monetary gifts of $1000 or less will be accepted by the Executive, and treated as Unpledged Income in the Operating Budget. c. The Executive must not fail to notify the Board of Trustees of the acceptance of any unpledged monetary gift. 4. The Church’s Endowment shall be used according to the following provisions: 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 27 of 140 a. Endowment Fund unrestricted principle may only be used with a recommendation of the Finance Committee and a 2/3 majority vote of the Board. b. The Executive shall not fail to report the usage of the Church’s Endowment income to the Board. c. Income from the Connard Endowment shall be used as designated by a Board vote, and the designation shall stay in effect until the Board changes the designation. 5. The Executive shall not fail to provide a means for memorials to be visibly and permanently registered and acknowledged. 6. The Executive must not fail to express appreciation on behalf of the Congregation to the donor of any unpledged monetary gift, and when appropriate, request that the Board contributes to the show of appreciation. 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 28 of 140 EL Policy #9: Ends Focus of Grants or Contracts The Executive may not enter into any grant or contract arrangements on behalf of the church that fail to emphasize primarily the production of Ends, and, secondarily, the avoidance of unacceptable means. In this spirit, the Executive shall not: 1. Allow grant or contract funds to be used in imprudent, unlawful or unethical ways. 2. Fail to assess and consider a grant applicant’s or contractor’s capability to produce targeted and efficient results. 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 29 of 140 EL Policy #10: Emergency Executive Succession In order to protect the Church and Board from sudden loss of Executive services, the Executive shall not fail to designate at least one other professional staff member as an emergency interim Executive; and to make sure that this designee is familiar with Board and Executive issues and processes. 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 30 of 140 EL Policy #11: Denominational Associations The Executive shall not 1. Fail to maintain West Shore Unitarian Universalist Church as a certified voting member of the Unitarian Universalist Association and the Ohio-Meadville District of the UUA. 2. Fail to maintain the Church’s status as a Welcoming Congregation of the Unitarian Universalist Association. a. The official documents of the Church must not fail to include appropriate affirmations and non-discrimination clauses to assure inclusiveness in all aspects of congregational life. 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 31 of 140 EL Policy #12: Child Care Center Oversight The Executive shall not fail to provide supervision of the Director of the West Shore Child Care Center. 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 32 of 140 EL Policy #13: Communication and Support to the Board The Executive shall not permit the Board to be uninformed, misinformed or unsupported in its work. In this spirit, the Executive shall not: 1. Fail to submit monitoring information required by the Board in a timely, accurate, and understandable fashion, directly addressing provisions of Board policies being monitored. 2. Fail to advise the Board of relevant trends, anticipated adverse media coverage, or material external and internal changes. 3. Fail to advise the Board of any changes in conditions that would invalidate the assumptions upon which any Board policy has previously been established. 4. Fail to advise the Board if, in the Executive’s opinion, the Board is not in compliance with its own policies on Governance Process and Board Linkage, particularly in the case of Board behavior that is detrimental to the working relationship between the Board and the Executive. 5. Fail to marshal for the Board as many staff and external points of view, issues, and options as needed for fully informed Board choices. 6. Present information in unnecessarily complex or lengthy form that fails to differentiate among information of three types: a. Monitoring b. Decision preparation c. Other 7. Fail to provide a mechanism for official Board, officer, and committee communications. 8. Fail to deal with the Board as a whole except when a. Fulfilling requests for information, or b. Responding to officers or committees duly charged by the Board 9. Fail to report in a timely manner an actual or anticipated non-compliance with any policy of the Board. 10. Fail to supply for the consent agenda all items delegated to the Executive yet required by law or contract to be Board-approved, along with the monitoring assurance pertaining thereto. 11. Fail to limit public statements about the official position of the congregation or Board on controversial issues until the congregation or Board has formally and explicitly adopted a position of record. Once a position of record has been adopted, the Executive shall not fail to support that position in public statements. Nothing in this policy shall be construed to infringe upon the fundamental principle of freedom of the pulpit. 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 33 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 34 of 140 EL Policy #14: Spiritual Care The Executive shall not fail to provide adequately for his/her spiritual care. 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 35 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Executive Limitation Policies Page 36 of 140 Global Governance Process The Board of Trustees (the “Board”) of West Shore Unitarian Universalist Church (the “Church”) will act on behalf of the Church’s Congregation: • • • • to assess and represent the will of the Congregation in providing policy and direction for all activities of the Church, to promote the accomplishment of the Church’s purpose and to maintain the focus of the Board on that purpose, to avoid ineffective or inefficient uses of Church resources, and to avoid unacceptable activities and conditions within the Church. 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 37 of 140 GP Policy #1: Governing Style The Board of Trustees (Board) will live out our purpose by • setting purpose driven policies, • determining purpose driven performance, and • assuring said performance occurs. The Board will govern with an emphasis on: • Strategic leadership rather than administrative detail • Clear distinction between Board and Executive roles • Outward vision rather than internal preoccupation • Encouragement of a diversity of viewpoints • Collective rather than individual decisions • Future rather than past or present • Proactivity rather than reactivity. Accordingly, 1. On any issue before it, the Board will insure that divergent views are considered in making decisions. After subjects have been discussed and voted upon, all Board members will support the action taken and speak with one voice. 2. The Board will focus chiefly on intended long-term values and impacts (“Ends”), not on the administrative or programmatic means of attaining those effects. 3. The Board will be an initiator of policy, not merely a reactor to staff initiatives. 4. The Board may use the expertise of individual members to enhance the ability of the Board as a body, but will never substitute an individual’s expert judgment for the Board’s deliberative process. 5. The Board will direct, control, and inspire the organization through the careful establishment of the broadest organizational values and perspectives (“Policies”). Policies will address: a. Ends: what benefits for which needs at what cost (cost being the financial and human resources necessary to accomplish the Ends), b. Executive Limitations: boundaries of prudence and ethics to be observed by the Executive, professional staff, and volunteers, c. Governance Process: Board roles and responsibilities, and d. Board-Executive relationship: linkage and interactions between the Board and the Executive. 6. The Board will enforce whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policymaking principles, and respect for defined roles. a. In accordance with this discipline, the Board will only address a topic after it has answered these questions: i. Whose issue is this? Is it the Board’s or the Executive’s? Is this a shared issue? ii. Has the Board dealt with this subject in a policy? If so, what has the Board already said on this subject and how is this issue related? If the Board has already addressed the matter, does the Board wish to change what it has already said? iii. If the matter is several levels below Board level, what is the broadest way to address this issue so that it is still under existing Board policy? Does that policy suffice to deal with our concern? 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 38 of 140 7. The Board will commit to ensuring the continuance of governance capability through continual Board development, including orientation of new Board members in the Board’s governance process and periodic Board discussion of process improvement. 8. The Board will be accountable to the Congregation for competent, conscientious, and effective accomplishment of its obligations as a body. It will allow no officer, individual, or committee of the Board to usurp this role, hinder its discipline, or be an excuse for not fulfilling its commitments. 9. The Board will monitor and regularly discuss the Board’s own process and performance. The Board, not the staff or Executive, will be responsible for Board performance. 10. The Board will operate with transparency and open process in accordance with the Bylaws. 11. The Board will ensure the continuity of Board initiatives through systematic treatment of its own institutional memory. 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 39 of 140 GP Policy #2: Board Job Description The Board acts on behalf of the Congregation, sets policies, and evaluates the Minister(s) performance. The Board serves as the governing body of the Church. It assesses and represents the will of the Congregation in providing policy and direction for all activities of the Church. In this spirit, 1. The Board is the link between the Executive and the congregants and acts on behalf of the Congregation. 2. The Board will produce written governing policies that, in the broadest levels, address organizational decisions in four categories: a. Ends – Organizational products, effects, benefits, outcomes, recipients and their relative worth (What Good for Which Recipients at What Cost?) b. Executive Limitations – Constraints on Executive authority which establish the prudence and ethics boundaries within which lies the acceptable arena of Executive activity, decisions, and organizational circumstances. c. Governance Process – Specification of how the Board conceives, carries out, and monitors its own tasks. d. Board and Executive Linkages – How authority is delegated and how its proper use is to be monitored. 3. The Board is responsible for appointing the Executive, which may be an individual or a team. 4. The Board will delegate all responsibility and authority to carry out the activities of the Church to the Executive. 5. The Board will assure Executive performance through monitoring and evaluation in accordance with the Executive Linkage policies. 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 40 of 140 GP Policy #3: Trustee and Officer Code of Conduct The Board commits itself, Trustees, and Officers to ethical, businesslike, churchlike, and lawful conduct, including proper use of authority and appropriate decorum when acting as Trustees and Officers. In this spirit, 1. Trustees and Officers must represent unconflicted loyalty to the interest of the congregants. This accountability supersedes any conflicting loyalty to or advocacy for other interest groups inside or outside the church. It also supersedes the personal interest of any Board member acting as a consumer of the church’s services. 2. Trustees and Officers must avoid conflict of interest or any appearance of conflict of interest with respect to their fiduciary responsibility. a. There must be no self-dealing or any conduct of private business or personal services between any Board member and the Church administration (Executive and employees) except that which is procedurally controlled, in order to assure transparency, competitive opportunity, and equal access to inside information. b. When the Board is to decide upon an issue about which a Board member has an unavoidable conflict of interest, that member shall absent herself or himself without comment from not only the vote, but also from the deliberation, by leaving the meeting. The minutes must reflect that this occurred. c. Trustees and Officers must not use their positions to obtain Church employment for themselves, family members, or close associates. Should a member desire such employment, he or she must first resign from the Board. 3. Trustees and Officers will respect the confidentiality appropriate to issues of a sensitive nature. a. Board matters of a sensitive nature are to be discussed only with the current membership of the Board of Trustees, including the Treasurer and ministers. b. When the Board goes into executive session, everything discussed is to remain confidential, except for decisions reached which are to be recorded in the minutes. 4. Trustees and Officers may not attempt to exercise individual authority over the organization except as explicitly set forth in Board policies. a. The Board speaks with one voice or not at all. Trustees and Officers shall support the Board’s decision and shall not act in any way to undermine that decision. b. Members’ interaction with the Executive or with staff must recognize the lack of authority vested in individuals except when explicitly Board authorized. c. Members’ interaction with public press or other outside entities must recognize the same limitation and the inability of any Board member to speak for the Board except to repeat explicitly stated Board decisions. d. Members will take no action regarding, nor give voice to individual judgments about Executive or staff performance outside of Board meetings. e. Members will make no judgments of the Executive or staff performance except as that performance is assessed against explicit board policies using a Boardstructured evaluation process. 5. A Trustee who is absent without reasonable cause, as approved by the President of the Board, for three consecutive regular meetings of the Board shall be removed from the Board, upon vote by the Board, and shall be so notified by the Secretary. 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 41 of 140 6. Questions of discipline for Trustees and Officers shall be handled in accordance with Chapter XX of Robert’s Rules of Order Newly Revised. 7. Each Trustee has specific responsibilities which include: a. Be Members in good standing who have made a pledge of record and fulfilled that obligation b. Be familiar with the Church Bylaws and other governing documents, including this manual. c. Meet policy requirements for Board attendance and come to meetings prepared for policy and decision-making. d. Be knowledgeable and conversant with Church budgets and financial statements. e. Regularly attend Board meetings, church services, and other functions. f. Participate actively in the Annual Canvass and other major fundraisers of the Church. g. Care for the health of the church. h. Clearly identify when speaking or acting as an individual member of the Church 8. The Board as a whole shall: a. Assure the financial responsibility of the Church and ensure that it operates in a fiscally responsible manner. b. Review and approve annually the Church budget and any major financial actions of the Church, such as capital expenditures. c. Partner with the Ministers in achieving the purpose and goals of the Church d. Develop, monitor and maintain the Ends of the Church. Revised March 03, 2009 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 42 of 140 GP Policy #4: Board Internal Communications Communications from the Board leadership to Board members and among Board members will be clear and expeditious. Care will be taken to ensure that Board members are not excluded or disadvantaged by internal communications policies. 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 43 of 140 GP Policy #5: Agenda Planning Board agendas will be used to ensure that all important Board business is addressed in a timely basis and to facilitate an orderly sequence of Board items. In this spirit, 1. All regularly scheduled Board meetings shall have an agenda, to be compiled by the Executive Committee. a. Any Board member or the Executive may place an item(s) on the agenda, provided that: i. It is proper business for the Board and not the Executive. Executive Business be turned over to the Executive. ii. It is not an administrative matter that will unduly distract the Board’s attention from its focus as described in GP Policy #1. Where possible, such items will be delegated to an ad hoc committee of the Board, which will bring back recommendations to the full Board. 2. Normally, items should be submitted prior to the Executive Committee meeting; a. an item may be submitted after that timeframe, according to the rules stated in the Standing Rules of Procedure. 3. The Executive Committee shall ensure that the agenda will be distributed to all Board members, the Executive, and the Church Secretary no later than two days before the Board meeting. 4. Standing items on the agenda for each regularly scheduled meeting shall include a. the Executive’s report b. consent agenda items (items legally requiring Board approval) c. Executive Limitations monitoring items (per schedule—see LNK Policy #5) d. a discussion of Ends policies e. a space for congregants to talk to the Board 5. The Board will attend to consent agenda items as expeditiously as possible. 6. Unscheduled Executive monitoring will be included on the agenda only if: a. Monitoring reports show possible policy violations b. Policy criteria are to be discussed, or c. The Board, for any reason, chooses to discuss amending its monitoring schedule. 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 44 of 140 GP Policy #6: President and Officer Roles Elected officers assure the integrity of the Board’s process, provide for succession, occasionally represent the Board to outside parties and carry out other duties as assigned by the Board. Accordingly, 1. The President ensures the integrity of the Board’s process, typically represents the Board to the Congregation and outside parties, presides at meetings of the Board and of the Congregation, and fulfills other such duties and responsibilities as may be assigned by the Board or the Congregation. a. The job of the President is to ensure that the Board acts consistently with its own rules and those legitimately imposed upon it from outside the Congregation. i. Deliberation shall be timely, fair, orderly, and thorough, also efficient, limited to time, and kept to the point. ii. Meeting discussion content shall only be those issues that, according to Policy, belong to the Board to decide, not to the Executive. b. The President is empowered to chair Board and Congregational meetings with all the commonly accepted power of that position (e.g., ruling, recognizing). i. As presiding officer, shall ensure that Roberts’ Rules are observed, except where the Standing Rules of Procedure has superseded them. c. The President’s authority does not extend to supervising or otherwise directing the Executive. d. The President may delegate the President’s authority but remains accountable for its use. e. The President has specific responsibilities which include i. Meets with the ministers at least once a month to discuss current issues and concerns. ii. Reflects to the Board any concerns of the ministers in regards to the role of the Board, individual Trustees, or the Executive. iii. Reflects to the ministers the concerns of the Board and other constituencies. iv. Promotes communication and understanding of the Board initiatives and seeks feedback from all sources. v. Stays abreast of the Unitarian Universalist Association and Ohio Meadville District events and reports to the Board specific items of these organizations that relate to the life of the Church. vi. Ensures a review of the ministers and salary recommendations. vii. Communicates through the Church newsletter and the Church website the Board initiatives, success, and concerns. viii. Prepares the Annual meeting, setting the agenda with the Executive Committee, and providing a written and verbal report for the meeting. ix. Plans Board retreats to discuss the Board’s Ends and assigns responsibilities for developing and monitoring the Ends. 2. The Vice President shall a. Act for the President in case of the absence or incapacity of the President, or, in the case of a vacancy, acts until a new President is elected as specified in the Church Bylaws 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 45 of 140 b. Assist the President in assuring that the Board fulfills its responsibilities for governance of the Church, according to the purpose and Ends of the Church as adopted by the Board. c. The Vice President has specific responsibilities which include: i. Prepares agendas which are developed by the Executive Committee. ii. Consults frequently with the President to discuss current issues and concerns. iii. Works with the President to further the goals of the Church iv. Promotes communication and understanding of Board initiatives and seeks feedback from all sources as a visible leader of the Congregation and representative of the Board. v. Works to maintain the health of the Board and the Trustees’ relationship with each other, the ministers and the Congregation. 3. The Secretary shall a. Keep an accurate record of the proceedings of the Board, Executive Committee and all-Church meetings. A recording secretary may be employed for Board and Church meetings at the discretion of the Board. b. Notify the Membership Committee chair of any Board actions regarding membership and keep a roll of the membership of the church with dates of admission and termination. The Secretary shall do this by utilizing appropriate Governance linkages, through the Executive, to the Membership Committee chair, and by requesting information from the Executive as to the status and state of the roll of membership. c. The Secretary has specific responsibilities which include: i. Ensures, via linkage with the Executive, that there is appropriate notice of all Church, Board, or Executive Committee meetings. ii. Ensures that approved minutes are provided to the Church office. iii. Ensures that minutes are posted on the Church bulletin board and website in accordance with the Bylaws. iv. Verifies and records that a quorum of voting members is present in order to conduct business at any meeting. v. Maintains the Board book which shall include; the Governance Manual, Board Orientation materials, historical motions, and the approved minutes from the previous Church year. vi. Works to maintain the health of the Board and the Trustees’ relationship with each other, the Ministers and the Congregation. 4. The Treasurer shall a. Cause to be kept a complete and accurate account of the finances of the Church on books which are Church property and which are open for inspection at any reasonable time to any Member. b. Assure that a financial statement is provided to the Board at each regular Board meeting and to the Congregation at the Annual Meeting. c. Serve as a non-voting advisor to the Board. d. The Treasurer has specific responsibilities which include i. Ascertains that a monthly closing is effected and verifies that an accurate financial statement is presented to the Board at each regular meeting through personal attendance. 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 46 of 140 ii. Verifies that an adequate insurance coverage is in effect for the physical plant of the Church. iii. Attends all Board functions and serves as a team member to develop and implement relevant Board goals. iv. Establishes and manages, with the Finance Committee, banking relationships and provides policy recommendations related to the fiscal integrity of the Church and the protection of its funds. v. Works with the Finance Committee to recommend policy and implements means of follow-up on delinquent pledges. vi. Assures, with the Board, that a periodic independent audit is performed. vii. Serves the Board as the knowledgeable expert to advise and guide the Trustees in sound Church financial management policy. 5. The Historian shall a. Compile, record, and preserve the history of the Church. b. Promote the history of the Church to heighten the Congregation’s awareness and appreciation of its heritage. c. Ensure that the church’s records, upon which the Church’s history is based, are organized and accessible. d. At his or her discretion, form an archives committee or enlist assistants to help carry out this work e. The Historian has specific responsibilities which shall include: i. Serves as an advocate and promoter of both the Church’s and the denomination’s historical heritage. ii. Serves as resource to the Board, the RE program, and the Congregation in historical matters or projects. iii. Surveys the records of the Church periodically and insures that they are being housed in the appropriate environment. iv. Established basic record management procedures for both paper and electronic records of the Church, as they cycle from current, to semicurrent, to non-current usage, and create guidelines for the proper disposition of these records (whether ephemeral and scheduled, or permanent and archival), in conjunction with the Church Administrator. v. Assists in educating the staff (when needed) regarding records management procedures. vi. Submits plans and budgets as required for inclusion in the development of the annual Church budget. vii. Insures the Church’s historical records are properly arranged, preserved, and catalogued to the extent that time and resources permit. viii. Sees that the Church’s scrapbooks are properly maintained, including 1. collecting, soliciting, cataloging and filing memorabilia 2. accepting only those items that are dated and identified 3. housing memorabilia in the appropriate archival enclosures. ix. Reports to the Board in person or in writing at least once a year x. Submits an annual summary of activities for the Church’s Annual Report xi. Maintains connections with and keeps abreast of happenings within the Unitarian Universalist Information Office and the UU Historical Society. 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 47 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 48 of 140 GP Policy #7: Board Committee Principles The Board may establish committees to help carry out its responsibilities. Committees will be used sparingly and ordinarily in an ad hoc capacity to preserve the Board functioning as a whole and will never interfere with the delegation from the Board to the Executive. Accordingly, 1. Board committees may not speak or act for the Board except when formally given such authority by the Board for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the Executive. 2. Board committees are to help the Board do its job, not to help or advise the staff. Committees ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. In keeping with the Board’s broader focus, Board committees will normally not have direct dealings with current staff operations. 3. A Board committee which has helped the Board create policy on some topic will not be used to monitor organizational performance on that same subject. 4. The President is free to appoint special task forces for specific short-term objectives or to carry out special tasks that will facilitate the work of the Board. Any appointments will be reported to the Board, ordinarily as part of the consent agenda. 5. This policy applies to any group which is formed by Board or President action, whether or not it is called a committee and regardless of whether the group includes Board members. This policy does not apply to committees formed under the authority of the Executive. 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 49 of 140 GP Policy #8: Board Committee Structure A committee is a Board committee only if its existence, charge and composition are determined by the Board to assist the Board in its work, or it is set forth as a Board committee in the Bylaws, regardless of whether Board members sit on the committee. Unless otherwise stated, a Board committee ceases to exist as soon as its task is complete. Accordingly, 1. There are two committees which are established as Board committees by the Bylaws, and which assist the Board in its work. a. These committees are governed by GP Policy #7: Board Committee Principles. b. The Executive Committee shall consist of the President, Vice President, Secretary, and a Trustee at large. It shall: i. Set meeting dates for regular and special meetings; ii. Set the agenda for every meeting; iii. Apply the same rules of decorum as the Board’s except that disputes in Executive Committee may be brought to the full Board; iv. Refer issues to the Executive; and v. Take emergency action between meetings of the Board. c. The Finance Committee is responsible for oversight of the fiscal integrity of the Church and works with the Executive, the Ministers, and the Treasurer to assure that the financial process is sound and adequate for the needs of the Church. i. Its responsibilities include the budget, the audit and the endowment and ii. it may require, at the expense of the Church, a fidelity bond satisfactory to the Board, for any employee of the Church who handles or has access to Church funds. iii. The Treasurer serves on this committee but is not the chairperson. Revised March 03, 2009 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 50 of 140 GP Policy #9: Cost of Governance Because poor governance costs more than learning to govern well, the Board will invest as necessary in its governing capacity, both at the Board and the Congregational levels. In this spirit, 1. Board skills, methods, and supports will be sufficient to assure governing with excellence. 2. Training and retraining will be used liberally to orient new officers, Trustees and candidates for election, as well as to maintain and increase existing Trustees’ skills and understandings. 3. Outside monitoring assistance will be arranged so that the Board can exercise confident control over organizational performance. This includes but is not limited to fiscal audit. 4. Outreach mechanisms will be used on an ongoing basis to insure the Board’s ability to listen to Congregational viewpoints and values. 5. Costs will be prudently incurred, though not at the expense of endangering the development and maintenance of superior capability. The amount will be decided for each fiscal year prior to the approval of that year’s budget. 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 51 of 140 GP Policy #10: Adoption and Modification of Policies With respect to matters of Policy of the Church, there will be two readings of the proposed Policy. The first reading would put the proposal on the table. With a favorable vote, it will be considered at the next regular Board meeting. Adoption requires a majority vote of the Board. 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 52 of 140 GP Policy #11: Child Care Center Governance The mission of the West Shore Child Care Center, as a program of the Church, is to promote the well-being of children in our community by providing quality, affordable child care and by supporting their families. In this spirit, the Board will 1. Supervise the Administrative Board which governs the affairs of the Child Care Center 2. Review and annually approve the budget of the Center. 3. Designate a Trustee to attend Administrative Board meetings as an ex-officio member, without vote. 4. Hire the Director of the Child Care Center in consultation with the Executive. 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 53 of 140 GP Policy #12: Emeritus Council West Shore strives to honor its past. In this spirit, the Emeritus Council was established as an advisory group to the Board. Historically, meetings have been scheduled for Saturday brunches, with duration of two hours. Accordingly, 1. The Emeritus Council will gather when called, as per the rules of a Special Meeting. These Special Meetings will be called at a time and with a topic determined by the Board and must occur at least once each church year. 2. Membership includes all past Trustees who remain members of the Church. 3. Annually, the Board will appoint a convener of the Emeritus Council which by tradition is the immediate Past President. 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 54 of 140 GP Policy #13: Conflict Management Policy END Policy #A: CARE Covenant outlines our commitment to CARE for one another in our church community by acting with Courtesy, Acceptance, Respect, and Engagement. Recognizing that disagreement and conflict are inherent in human relationships, we use this Covenant to guide the interactions among members of our church community. We also recognize that occasions may arise requiring assistance to address and resolve interpersonal conflict. This Conflict Management Policy, in conjunction with EL Policy #1: Treatment of Congregants, provides a guide for handling conflict resolution regarding matters of our church life in accordance with the CARE Covenant and applies to all congregants. Accordingly, 1. Should conflict arise between congregants, the expectation is that the parties involved approach the situation a. In a manner consistent with the CARE Covenant b. In the spirit of peace, patience, humility, and tolerance c. By owning their own role in creating the conflict d. By being i. Quick to listen ii. Slow to judge iii. Willing to negotiate and work through the disagreement constructively iv. Role models for others 2. The CARE Covenant Team is described in Appendix F: Committees of the Board, and the members are authorized to assist in the resolution of conflict between the parties involved when requested by one or more of those involved. o One or more of the parties in conflict may seek assistance of the CARE Team after attempts at successful, mutual resolution are not achieved. o The CARE Team may suggest an appropriate process for conflict resolution, acting within the framework of END Policy #A: CARE Covenant and the Principles of the Unitarian Universalist Association. If deemed necessary, the CARE Covenant Team may call upon resources inside and outside the immediate church community, such as arbitrators within the Ohio Meadville District or the Unitarian Universalist Association. Should unbudgeted expenditures be required to effect this outside assistance, appropriate approvals shall be obtained in advance of the expenditure consistent with GP Policy #9: Cost of Governance and EL Policy #4: Financial Planning and Budgeting. o All matters brought to the CARE Covenant Team are kept confidential. Records, electronic files and written notes pertaining to the matter are maintained as confidential by the Historian. o Confidential information may be shared with parties involved with the handling of the conflict at the discretion of the CARE Covenant Team. 3. Since the CARE Covenant Team will strive to maintain appropriate confidentiality for all parties involved, it is also important for the parties to the conflict to maintain confidentiality. Triangulation and escalation of the conflict shall be avoided. It is not appropriate for the parties involved to lobby others in the Congregation, directly or indirectly, to support a specific point of view on an issue. Such actions are further violations of the CARE Covenant. 4. Should the parties in conflict be unable to reach resolution with the support of the CARE Covenant Team, the CARE Covenant Team may present additional options for handling the conflict. o They may elect to Let the parties agree to disagree in a respectful manner, OR 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 55 of 140 Refer the conflict confidentially to the Executive Committee of the Board of Trustees for additional advice and guidance. 5. Should satisfactory resolution continue to be elusive, the CARE Covenant Team and the Executive Committee shall take the matter to an executive session of the full Board of Trustees, consistent with GP Policy #3: Trustee and Officer Code of Conduct, to initiate consideration of the Termination of Membership process, as described in the WSUUC By-laws, Article III, Section 4. If a person involved in the unresolved conflict is not a member of West Shore, the Board shall consider asking that person not to return to the building. 6. Because individuals party to an unresolved conflict violate all tenets of the CARE Covenant, which the Congregation considers as the guide to its life together, terminated members and nonmembers alike will be asked to not return to West Shore unless steps are taken to resolve the heretofore unresolved conflict and renew the covenantal relationship. 7. A member of the CARE Covenant Team may be removed from the CARE Covenant Team. The member of the Team must be considered to be ineffective or to be behaving inappropriately in the role of Team member and/or with regard to END A: CARE Covenant. This action requires a 2/3 vote of the combined membership of the Ministry Team and the Executive Committee of the Board of Trustees in a joint meeting of these groups called for the specific purpose of considering such a removal. 8. Members of the CARE Covenant Team must avoid conflict of interest or any appearance of conflict interest with respect to their handling of any conflict resolution. Adopted January 18, 2011 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 56 of 140 GP Policy #14: Ministerial Candidate Sponsorship West Shore is an institution that prides itself on Ministerial education and training. In this spirit, the formal process by which West Shore sponsors Ministerial candidates will be: 1. The prospective candidate will inform the Board of his or her intention to pursue ministerial studies. 2. The candidate will briefly describe or portray his or her engagement with, or relationship to, West Shore UU Church. 3. The candidate will submit a copy of his or her seminary application to the Board. 4. The candidate may submit a brief letter of support from a congregant at West Shore, either a minister or member. 5. Application Review occurs at two Board meetings: a. The Board may interview the candidate at the first Board meeting. b. A vote of support by the Board occurs at the second Board meeting and will constitute Congregational sponsorship. 6. Following a vote of Congregational sponsorship, the candidate will receive a signed statement of sponsorship. Adopted March 2005 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 57 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Governance Process Policies Page 58 of 140 Global Board-Executive Linkage The Board’s sole official connection to the operational organization, its achievements and conduct, will be through the Executive. 16 September 2013 Governance Manual – WSUUC – Board-Executive Linkage Policies Page 59 of 140 LNK Policy #1: Unity of Control Only decisions of the Board acting as a body are binding on the Executive. In this spirit, 1. Decisions or instructions of individual Board committees, officers, or Trustees are not binding on the Executive except in rare instances when the Board has specifically authorized such exercise of authority. 2. In the case of Trustees, officers, or Board committees requesting information or staff assistance without Board authorization, the Executive can refuse such requests that require, in the Executive’s opinion, a material amount of time or funds, or are disruptive. 16 September 2013 Governance Manual – WSUUC – Board-Executive Linkage Policies Page 60 of 140 LNK Policy #2: Accountability of the Executive The Executive is the Board’s only link to operational achievement and conduct, so that all authority and accountability for staff and volunteer committees, as far as the Board is concerned, is considered the authority and accountability of the Executive. In this spirit, 1. The Board will never give instructions to persons who report directly or indirectly to the Executive. 2. The Board will refrain from evaluating, either formally or informally, any professional staff other than the Executive or the ministers. 3. The Board will view Executive performance as identical to organizational performance, so that organizational accomplishment of Board-stated ends and avoidance of Boardprohibited means will be viewed as successful Executive performance. 16 September 2013 Governance Manual – WSUUC – Board-Executive Linkage Policies Page 61 of 140 LNK Policy #3: Delegation to the Executive The Board will delegate authority to the Executive through written policies that prescribe the organizational Ends to be achieved and describe organizational situations and actions to be avoided, allowing the Executive to use any reasonable interpretation of these policies. Accordingly, 1. The Board will develop policies instructing the Executive to achieve certain results, for certain recipients, utilizing specified resources. These Board policies will be developed systematically from the broadest, most general level to more defined levels, and will be called Ends (END) policies. 2. The Board will develop policies that limit the latitude the Executive may exercise in choosing organizational means. These Board policies will be developed systematically from the broadest, most general level to more defined levels, and they will be called Executive Limitations (EL) policies. 3. As long as the Executive uses a reasonable interpretation of the Board’s Ends and Executive Limitations policies, the Executive is authorized to establish any further policies, make any decisions, take any actions, establish any practices, and develop any activities. a. The Executive is authorized and responsible for delegating tasks to others capable of carrying them out. b. The Executive is authorized and responsible for supervising staff to correct problems and/or enhance strengths. 4. The Board may change its Ends and Executive Limitations policies, thereby shifting the boundary between Board and Executive domains. By doing so, the Board changes the latitude of choice given to the Executive. But as long as any particular delegation to the Executive is in place, the Board will respect and support the Executive’s choices. 16 September 2013 Governance Manual – WSUUC – Board-Executive Linkage Policies Page 62 of 140 LNK Policy #4: Fundraising Financial planning and budgeting of the church occurs for each fiscal year. As a part of financial planning, fundraising monies are forecast and budgeted as revenue of the church. Fundraising activities shall not deviate materially from the Ends. In this spirit, 1. The approval, operational organization and conduct of all fundraisers will be through the Executive who will have authority over all aspects of the fundraising efforts, including but not limited to the use of the building, the calendar and staff (paid and volunteer). a. Profits from any fundraiser belong to the church and are subject to normal accounting procedures. b. If a fundraiser produces a profit beyond its original goal, that surplus will be deposited to the church's general operating fund, or to an off-budget fund dedicated to the fundraiser's purpose. 2. The Executive shall not: a. fail to place on the consent agenda of the Board the approval of any fundraiser that, within any one fiscal year: i. will raise more than $4,000, or ii. require an expenditure of resources exceeding $2,000, or iii. is contrary to the Ends, or iv. is submitted by the Social Action Grants Committee. b. fail to provide sufficient information to the Board enabling credible projection of revenues and expenses. This includes the disclosure of planning assumptions, volunteer time, expenses, and fundraising results. c. fail to be responsible for achieving the goals of the fundraiser, though this responsibility may be shared by the Board when the Executive asks the Board for help and the Board agrees. 3. The Board shall not include in the Operating Budget any fundraising income that equals or exceeds $5,000 without the following conditions being met: a. There exists an execution plan for the fundraiser, and b. The Board has committed to providing volunteer staff support for the fundraiser. Adopted Jan 19, 2010 16 September 2013 Governance Manual – WSUUC – Board-Executive Linkage Policies Page 63 of 140 LNK Policy #5: Intentional Policy Violation Should the Executive deem it necessary to violate Board policy, he or she shall inform the Board President or another Trustee if the Board President is not available. Informing is simply to guarantee that no violation is intentionally kept from the Board, not to request approval. Trustee response, either approving or disapproving, does not exempt the Executive from subsequent Board judgment or action, nor does it impede the Executive decision. 16 September 2013 Governance Manual – WSUUC – Board-Executive Linkage Policies Page 64 of 140 LNK Policy #6: Monitoring Executive Performance Executive performance will be systematically and rigorously monitored. Monitoring Executive performance is synonymous with monitoring organizational performance against Board policies on Ends and on Executive Limitations. Monitoring will be as automatic as possible, using a minimum of Board time so that meetings can be used to create the future rather than review the past. In this spirit, 1. The purpose of monitoring is simply to determine the degree to which Board policies are being fulfilled. Information that does not do this will not be considered to be monitoring. 2. A given policy may be monitored by one or more of the following three methods: a. Internal report: Disclosure of the compliance information to the Board from the Executive. b. External report: Discovery of compliance information by a disinterested, external auditor, inspector or judge who is selected by and reports directly to the Board. Such reports must assess Executive performance only against policies of the Board. External is defined as someone outside of the church. c. Direct Board inspection: Discovery of compliance information by a designated Trustee, a Board committee, or the Board as a whole or an agent of the Board. This is a Board inspection of documents, activities or circumstances directed by the Board that assesses compliance with the appropriate assessment criteria. 3. In every case, the standard for compliance shall be any reasonable Executive interpretation of the Board policy being monitored. 4. Each Ends and Executive Limitation policy will be monitored at a frequency and by a method chosen by the Board. The Board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule. 5. As often as possible, Executive reports should be included in the Board mailing for regularly scheduled Board meetings so that Trustees may thoroughly review them prior to the meeting. POLICY (EL 1) Treatment of Congregants (EL 2) Treatment of Staff (EL 3) Compensation and Benefits (EL 4) Financial Planning and Budgeting (EL 5) Financial Condition and Activities (EL 6) Asset Protection (EL 7) Tangible Gifts (EL 8) Unpledged Monetary Gifts METHOD Internal Direct Inspection Internal Direct Inspection Internal Internal Direct Inspection Internal External Report Direct Inspection Internal Direct Inspection Internal Direct Inspection Internal 16 September 2013 Governance Manual – WSUUC – Board-Executive Linkage Policies FREQUENCY Quarterly Annual Quarterly Annual Annual Quarterly Annual Monthly Annual Semi-annual Semi-annual Annual Semi-annual Annual Semi-annual Page 65 of 140 (EL 9 Ends Focus of Grants or Contracts (EL 10) Emergency Executive Succession (EL 11) Denominational Associations (EL 12) Child Care Center Oversight (EL 13) Communication and Support to the Board (EL 14) Spiritual Care Direct Inspection Internal Internal Internal Internal Direct Inspection Direct Inspection Internal Annual Annual Annual Annual Quarterly Annual Semi-annual Semi-annual Any other policy shall be monitored by internal report each calendar quarter. Compilation of Reporting Schedule: • Internal Reports (Executive) o Monthly: (EL 5) Financial Condition and Activities. o Quarterly: (END) Each Ends policy (rotational), (EL 1) Treatment of Congregants, (EL 2) Treatment of Staff, (EL 4) Financial Planning and Budgeting, (EL 12) Child Care Center Oversight. o Semi-annual: (EL 6) Asset Protection, (EL 7) Tangible Gifts, (EL 8) Unpledged Monetary Gifts, (EL 14) Spiritual Care. o Annual: (END) All Ends, (EL 3) Compensation and Benefits, (EL 9) Ends Focus of Grants or Contracts, (EL 10) Emergency Executive Succession, (EL 11) Denominational Associations. • Direct Inspection (Board) o Semi-annual: (EL 5) Financial Condition and Activities, (EL 13) Communication and Support to the Board. o Annual: (EL 1) Treatment of Congregants, (EL 2) Treatment of Staff, (EL 4) Financial Planning and Budgeting, (EL 6) Asset Protection, (EL 7) Tangible Gifts, (EL 8) Unpledged Monetary Gifts, (EL 12) Child Care Center Oversight. • External Reports o Annual: (EL 5) Financial Condition and Activities (Board arranged audit) 16 September 2013 Governance Manual – WSUUC – Board-Executive Linkage Policies Page 66 of 140 LNK Policy #7: Executive Compensation and Benefits The Church will provide to the Executive a mutually agreed upon total compensation and benefits package. Accordingly, 1. The Church will provide to the Executive a total compensation and benefits package to be allocated to the following categories: Salary, professional expenses, pension, insurance and leave. This package will be negotiated and mutually agreed upon by the Board of Trustees and the Executive. a. If the Executive is also a minister then a clergy housing allowance may be included. 2. The Board of Trustees will review and specify the Executive’s compensation annually. a. If the Executive is also a minister then this review will be conducted in consultation with the Finance Committee who may recommend adjustments to the Board of Trustees. 3. The Executive and the Board of Trustees shall consider compensation changes as a part of the normal budgeting process. 16 September 2013 Governance Manual – WSUUC – Board-Executive Linkage Policies Page 67 of 140 LNK Policy #8: Disciplinary Policy The Board will pursue the following process in the event that it determines a policy violation has occurred and it judges that the degree and seriousness of the violation warrants initiating a disciplinary process. Warnings will be noted as such in writing in the Executive personnel file, to establish appropriate documentation of said step: 1. Verbal warning - This requires more frequent monitoring of the violated policy. The Executive will present to the Board at the next Board meeting (via the Board mailing prior to the meeting) his or her plan to remediate the violated policy. 2. First written warning - This step will be taken if there is no noticeable improvement in the Executive’s willingness and/or ability to refrain from the policy violation following a reasonable period of time for the Executive to implement changes and for the Board to monitor them. 3. Second written warning - This step will be taken if the policy violation continues. The Board at this point may also determine whether to notify the Congregation, the means of doing so, and the content of the communication. 4. Unless the individual is a called minister, the Board will determine whether to suspend (with or without pay) or to terminate the individual as Executive for continued policy violations. This requires a 2/3 vote of the Board. If the Executive is a called minister, the Board will make a decision whether to terminate the called minister as Executive for continued policy violation. This also requires a 2/3 vote of the Board. The Board will meet with the minister to determine how to address his or her departure as Executive. 5. The Board may take such other action as it deems appropriate and necessary. In the event of extraordinary circumstances, and with a 2/3 vote, this may include bypassing the foregoing steps. 16 September 2013 Governance Manual – WSUUC – Board-Executive Linkage Policies Page 68 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Board-Executive Linkage Policies Page 69 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Board-Executive Linkage Policies Page 70 of 140 Global Ministry Policy West Shore has a rich and varied history. Not every policy conforms to the Policy Governance model. While every attempt has been made to incorporate existing policies into the Policy Governance model, some policies, particularly those related to the role of the Ministers, stand apart from the model and retain their unique and important qualities. 16 September 2013 Governance Manual – WSUUC – Ministry Policies Page 71 of 140 MS Policy #1: Ministerial Code and Guidelines The Code and Guidelines of the Unitarian Universalist Ministers Association shall serve as the standard of ethical and professional behavior for the ordained ministers of the church. The Code and Guidelines shall also serve as the resource for negotiation and the building of a relationship of mutual respect between the Board and the ministers. West Shore Unitarian Universalist Church has the following exceptions to the UUMA Guidelines: 1) Confidences in the context of a counseling relationship may be shared among the congregation’s ministers as a way of strengthening the counseling relationship, and 2) Ministers will offer only short term counseling and refer members to suitable resources in the community when longer term counseling is needed. Adopted August 2000 and revised May 2007 16 September 2013 Governance Manual – WSUUC – Ministry Policies Page 72 of 140 MS Policy #2: Sabbatical Leave Policy Each full-time minister at West Shore Unitarian Universalist Church shall be granted one month of sabbatical leave for each full year of service to the church, not to accrue beyond a maximum of six months. A sabbatical may not be taken prior to the completion of five full years of service. A sabbatical is to be used for professional development and a plan must be approved by the Board of Trustees. The Congregation must then approve the sabbatical. The ministers of the church may not take sabbatical leave either concurrently or consecutively. Upon completion of a sabbatical leave, the Minister must return to service at West Shore for at least one full year. In the event of a resignation or dismissal, accrued sabbatical leave shall not be paid in financial equivalent. Adopted November 27, 1989 Revised and adopted April 2000 16 September 2013 Governance Manual – WSUUC – Ministry Policies Page 73 of 140 MS Policy #3: Director of Lifespan Faith Development If there is no Minister of Religious Education, the Board, with the recommendation of the Ministry Team, shall appoint a Director of Lifespan Faith Development whose duties are determined by the Ministry Team. 1. The Ministry Team must not fail to submit to the consent agenda of the Board a candidate for appointment to the position of Director of Lifespan Faith Development (DLFD). 2. The DLFD, once appointed by the Board by consent agenda, reports directly to the Ministry Team and is considered to be part of the Church staff with all of the privileges and responsibilities of staff. 3. In order to facilitate reporting on behalf of Lifespan Faith Development, the Board invites the Ministry Team to permit the DLFD to directly report to the Board. a. The Ministry Team may, at his or her discretion, invite the DLFD to directly represent Lifespan Faith Development, at any or all Board meetings. b. When the DLFD directly represents Lifespan Faith Development to the Board, the DLFD shall have a full voice at the meeting, but not the ability to make motions or vote. Revised March 03, 2009 16 September 2013 Governance Manual – WSUUC – Ministry Policies Page 74 of 140 Appendix A: Glossary of Terms Board: (capitalized) The governing body which is also known as the Board of Trustees of the Church which includes the Treasurer and Minister(s) who are non-voting members. Church: (capitalized) The legal organization known as West Shore Unitarian Universalist Church Conflict of Interest: A conflict between the private interests and the official responsibilities of an individual when serving in a position of trust Committee: A group, however named, that is responsible for overseeing and directing activities of the Congregation related to a particular function or purpose Congregants: Everyone in the church – members, friends, visitors, guests, paid staff, and volunteers Congregation: (capitalized) The voting body of the Church Consent Agenda: A list of items which are voted on in a block instead of being voted on individually. This is used by West Shore to enforce good Board practice of doing only Board business. Business of the Executive or Ministry team which legally requires Board consent are placed on the Consent Agenda in order to notify the Board and meet legal requirements. Any Board member may choose to remove an item from the Consent Agenda in order to address the item by individual action prior to the vote of the Consent Agenda. In such a case, the item would be removed, the remaining Consent Agenda voted and then the removed item discussed and voted. Endowment: (capitalized) The funds which consist of the Connard Fund at the Cleveland Foundation and the Agency Account at PNC Bank. Endowment Fund: (capitalized) The assets in the Agency Account at PNC Bank. Ends: The outcomes West Shore seeks to achieve, which the Board is responsible for articulating as policies Executive: (capitalized) The position of responsibility to oversee the Means of the Church, a position currently held by the Co-Ministers, Rev. Wayne B. Arnason and Rev. Kathleen C. Rolenz Executive Committee: The leadership committee of the Board consisting of the President, Vice President, Secretary, one at-large Trustee, and the Minister(s) Friend: A person who pledges or makes a contribution of record for the support of the church but either has not signed the Membership Book or requests Friend status. A Friend may serve on committees and hold appointive positions, but cannot vote at all-Church meetings nor hold elective office. Fundraising - An effort to raise money for the church by any means other than a Capital Campaign or the Annual Canvass. The money may be raised for a specific purchase, a program of the church, or the general operating budget. Governance: The act or manner of governing an organization 16 September 2013 Governance Manual – WSUUC – Appendix A: Glossary Page 75 of 140 Lay Member: A member of the Congregation who is not a Minister Lay Leader: A lay person who acts with authority delegated by the Board or the Executive Limitations: The policy restrictions placed on the Board or on the Executive, which the Board is responsible for establishing Linkages: The connections or links between the Board and the Executive Means: How the Ends are achieved within the Limitations; the primary responsibility of the Executive Member: A person who fulfills the membership criteria of the Church’s Bylaws and has voting privileges at congregational meetings. Minister: A person designated by the Congregation to serve in a ministerial role as defined by a letter of agreement with the Board Ministry Team: The Ministry Team as defined in the Bylaws which currently includes the Parish Co-Ministers Officers: The legal officers of the Church as defined in the Bylaws which currently include the President, Vice President, Secretary, Treasurer and Historian Perpetual Agenda: The regular monthly governance calendar of the church, listing the work of the Board which includes: expected agenda items, reports which the Board should expect to receive, and Executive Limitation policy review requirements as stated in LNK Policy #6. Personal Information: Any individually identifiable information from which judgments can be made about an individual’s character, habits, avocations, finances, occupation, general reputation, credit, health, or any other personal characteristics Policy: A statement expressing values or attitudes; a course or principle of action adopted by an organization Policy Governance: A trademarked model developed by John Carver, designed for Boards of Directors, which provides a clear differentiation between governance and management responsibilities in organizations. The Board, which represents the stakeholders of an organization, articulates the Ends, deciding what good the organization is to produce, for what people, and at what cost. The Board also defines Limitations on what the Executive can do. These are Means. The Board then delegates the job of achieving its Ends to the Executive, which must pursue the Ends without violating the Limitations. The Executive is accountable to the Board for organizational performance within the limits set by the Board policy. Procedure: A particular way of doing or going about the accomplishment of something Paid Staff: Persons employed by the Church Purpose: The objectives of the Church: what results, for which recipients, at what cost? This is a synonym for Mission and replaces Mission in this collection of policies. Staff: Paid staff or volunteers who are serving a staff function of the Church Staff Function: The Means of the Church; including all administrative services 16 September 2013 Governance Manual – WSUUC – Appendix A: Glossary Page 76 of 140 Stakeholders: Those to whom the Congregation is accountable; currently the congregants (Note: the Ends Task Force should own and may extend this definition) Trustee: A voting member of the Board Volunteers: Persons who donate time and services in support of a congregational function or activity 16 September 2013 Governance Manual – WSUUC – Appendix A: Glossary Page 77 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Appendix A: Glossary Page 78 of 140 Appendix B: Annual Perpetual Agenda (Board work by month) Fiscal Year: July 01 – June 30 Board Year: Annual Mtg. - Annual Mtg. This collection of three items occur every month unless otherwise noted: BOT - Executive Committee Meeting • 2nd Tuesday, 7:00 PM BOT - Regular Meeting • 4th Tuesday, 7:00 PM Executive - EL Policy Review - Internal Reports • Legend: o M represents Monthly (10 times/year) o Q represents Quarterly (4 times/year) Q1 is July-September (financial not Board quarters) o S represents Semi-Annual (2 times/year) o A represents Annual (1 time/year) BOT - Consent Agenda • Previous Month's Board of Trustees meeting minutes • Same Month's Executive Committee meeting minutes May-June Church - Annual Meeting • Election of Trustees, Nominating Committee and Officers • Presentation of Annual Reports, including 10 month financial statements, and approved budget for the new fiscal year. • 30 days prior: deadline for Nominating Committee to post nominee lists • 20 days prior: deadline to receive nominations by petition • Two Sundays prior: Announcement of Annual Meeting • 10 days prior: announcement posted and sent to all members by mail June BOT - Consent Agenda • Appoint Past President to be convener of Emeritus Council • Appoint convener of the Governance Task Force • Appoint liaison to Child Care Center Board • Make appointments to the Diversity Change Team • Make appointment to the CARE Covenant Team in odd numbered years. • Approve the Schedule of Board meetings for the new year BOT - Orientation • Board Covenant approval – affirmation or rewrite BOT - Budget Review • Final opportunity for Board to adopt a balanced budget for the new fiscal year as per Bylaws Article VI, Section 6a. 16 September 2013 Governance Manual – WSUUC – Appendix B: Annual Perpetual Agenda Page 79 of 140 BOT - Diversity Change Team report to the Board BOT and Executive - EL Policy Review • Q4: (EL 2) Treatment of Staff, (EL 12) Child Care Center Oversight • S : (EL 14) Spiritual Care • A : (EL 10) Emergency Executive Succession, (EL 11) Denominational Associations July BOT - Regular Meeting • Summer Break : No regular meeting of the Board of Trustees Aug BOT - Budget Review • Review and approve working budget as required BOT - Consent Agenda • Approval of the Annual Meeting minutes BOT and Executive - EL Policy Review and Annual Audit • EL 5 Financial Condition and Activities will be reviewed by External Report annually. This will be in the form of an Audit • Audit must be arranged Executive - EL Policy Review - Internal Reports • M : (EL 5) Financial Condition and Activities • Q1: (EL 4) Financial Planning and Budgeting • S : (EL 6) Asset Protection • A : (EL 3) Compensation and Benefits Sep BOT - Consent Agenda • Review and Appoint Committee Vacancies o Governance Task Force - selected by the convener of the Governance Task Force o Ends Task Force o Personnel Committee o Finance Committee BOT - Orientation • Fall Retreat BOT - Regular Agenda • Discussion of Fall retreat BOT and Executive - EL Policy Review and Annual Audit • Preliminary Audit Report BOT - Diversity Change Team report to the Board Executive - EL Policy Review - Internal Reports • M : (EL 5) Financial Condition and Activities • Q1: (EL 1) Treatment of Congregants, (EL 2) Treatment of Staff, (EL 12) Child Care Center Oversight • S : (EL 14) Spiritual Care 16 September 2013 Governance Manual – WSUUC – Appendix B: Annual Perpetual Agenda Page 80 of 140 Oct Executive - Information to the Board • The list of members who failed to meet their pledge requirement by September 30, and whose membership may be terminated. BOT - Membership Termination • A 2/3rds vote is required for this action. BOT and Executive - EL Policy Review and Annual Audit • Final Audit Report BOT and Executive - EL Policy Review • M : (EL 5) Financial Condition and Activities • Q2: (EL 4) Financial Planning and Budgeting • S : (EL 8) Unpledged Monetary Gifts, (EL 7) Tangible Gifts Nov BOT - Consent Agenda • Appoint member to CARE Team. o Ministers select in even-numbered years o Executive Committee selects in odd-numbered years BOT - Schedule Planning • Determine the schedule for the January regular Board meetings BOT - Diversity Change Team report to the Board BOT and Executive - EL Policy Review • M : (EL 5) Financial Condition and Activities • Q2: (EL 1) Treatment of Congregants, (EL 2) Treatment of Staff, (EL 12) Child Care Center Oversight Dec BOT - Regular Meeting • Holiday Break : No regular meeting of the Board of Trustees Jan BOT - Regular Meeting • 1st (or 2nd) Tuesday, 7:00 PM - this is only scheduled when necessary • 4th Tuesday, 7:00 PM - this is the regular meeting BOT - Orientation • Winter retreat BOT – Education • Reporting on AR-AO-MC classes taken to meet Board education requirement (approved in May 2012) BOT and Executive - EL Policy Review • M : (EL 5) Financial Condition and Activities • Q3: (EL 1) Treatment of Congregants • S : (EL 6) Asset Protection 16 September 2013 Governance Manual – WSUUC – Appendix B: Annual Perpetual Agenda Page 81 of 140 Feb BOT - Cost of Governance • Provide budget needs to the Executive for Board Cost of Governance as per GP #9 and EL #4-1d. BOT and Executive - EL Policy Review • M : (EL 5) Financial Condition and Activities • Q3: (EL 4) Financial Planning and Budgeting • S : (EL 7) Tangible Gifts Mar BOT - Budget Review • First draft BOT - Annual Meeting of the Church • Set the time and place for the Annual Meeting • Determine the balloting for elections - "At the Meeting" or "Mail-In" BOT - Diversity Change Team report to the Board BOT and Executive - EL Policy Review • M : (EL 5) Financial Condition and Activities • Q3: (EL 2) Treatment of Staff, (EL 12) Child Care Center Oversight • A : (EL 9) Ends Focus of Grants or Contracts Apr BOT - Budget Review • Second draft BOT and Executive - Executive Compensation • Review the Executive’s compensation according to LNK #71b. BOT - Minister Compensation • Review the Minister’s compensation according to Bylaws Article VIII, Section 7. BOT and Executive Linkages - Annual Meeting • Church must post slates 30 days before Annual Meeting BOT and Executive - EL Policy Review • M : (EL 5) Financial Condition and Activities • Q4: (EL 4) Financial Planning and Budgeting May BOT - Orientation • Invite nominated Trustees to attend the Board meeting. BOT – Recognition of Individual Excellence • Add the expression of gratitude for special volunteers for outstanding contributions from the President or other officers BOT - Budget Approval • Approve the Church budget for the upcoming fiscal year BOT - Child Care Center Budget 16 September 2013 Governance Manual – WSUUC – Appendix B: Annual Perpetual Agenda Page 82 of 140 Review and approve the budget for the upcoming fiscal year of the West Shore Child Care Center BOT - Consent Agenda Approve the Minister’s Housing Allowance BOT – Education • Reporting on AR-AO-MC classes taken to meet Board education requirement (approved in May 2012) BOT and Executive - EL Policy Review • M : (EL 5) Financial Condition and Activities • Q4: (EL 1) Treatment of Congregants • S : (EL 8) Unpledged Monetary Gifts • Unscheduled Other items occur throughout the year as necessary Church - Emeritus Council • There will be at least one Emeritus Council meeting each year as per GP #12. Executive - Information to the Board • Groups outside of Church governance structure which use Church resources as per Bylaws Article IX, Section 1. Revised February 22, 2011 16 September 2013 Governance Manual – WSUUC – Appendix B: Annual Perpetual Agenda Page 83 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Appendix B: Annual Perpetual Agenda Page 84 of 140 Appendix C: Bylaws West Shore Unitarian Universalist Church Amended JUNE 7, 2013 ARTICLE I: THE CHURCH Section 1. Purpose The purposes of the corporation known as “West Shore Unitarian Universalist Church,” hereinafter called the “Church” (Congregation), are expressed in the Church’s Statement of Purpose: Our Mission is to inspire more people to lead lives of meaning and purpose. We do this through: Transcendent worship; a nurturing, inclusive community; lifespan faith development; service to others within our congregation, our local community and the world beyond; spreading the news of Unitarian Universalism and our church. Section 2. Affiliations The Church is affiliated with the Unitarian Universalist Association and Ohio-Meadville District and such other bodies as its Members determine. ARTICLE II: GOVERNANCE Section 1. Congregational Authority The ultimate authority for all matters pertaining to the operation of the Church rests with the Congregation, which consists of the voting membership of the Church, and functions as a legally constituted body at its Annual and Special Meetings. The Congregation elects the Board of Trustees and the Nominating Committee and calls the Parish Minister(s) and the Minister of Religious Education (see also Article IV, Section 2 and Article V, Section 3.) Section 2. Board of Trustees’ Authority The Board of Trustees (Board) acts on behalf of the Congregation, sets policies, appoints and oversees the Executive, and evaluates the Minister(s)’ performance. The Board serves as the governing body of the Church. It assesses and represents the will of the Congregation in providing policy and direction for all activities of the Church. The Board works closely and collaboratively with the Ministry Team and the Executive of the Church in carrying out the vision and programs of the Church. The Board operates as a unit; individual Trustees have no authority to act or make decisions unilaterally. The Board is responsible for the creation and monitoring the Ends of the Church. The Ends serve as the basis for ongoing activities of the Church, and are monitored and modified as necessary on an ongoing basis. Section 3. Ministry Team Authority The Ministry Team consists of the Parish Minister(s) and the Minister of Religious Education (see Article VIII, Section 2g). They work cooperatively to provide professional leadership to the 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSUUC Page 85 of 140 Church. All Ministers report to the Congregation at all-Church meetings as well as through the Board. Specific duties and responsibilities are provided by individual job descriptions that are approved by the Board. Each ministerial position annually submits to the Board a Statement of Vision that sets specific goals for the forthcoming year and provides a basis for evaluation. The Minister(s) are responsible to the Board for the spiritual leadership of the Church, its religious activities, its pastoral functions and the development and administration of a lifespan Religious Education (RE) program. The Minister(s) serve as Ex-Officio Members, without vote, of all committees except the Nominating Committee or a Ministerial Search Committee. Section 4. Executive Authority The Executive is responsible for the administration and day-to-day management of the church, supervision of the Child Care Center Director, and supervision and evaluation of the paid staff. The Executive operates within policy limitations as defined by the Board of Trustees. The Executive serves as Ex-Officio Member, without vote, of all committees except the Nominating Committee, and the Ministerial Search Committee. ARTICLE III: MEMBERSHIP Section 1. Qualifications for Membership Application for membership in the Church is open to all persons who are 16 years of age or older and are in sympathy with the Principles and Purposes of the Unitarian Universalist Association and the Statement of Purpose of the Church. No applicant who meets the membership criteria shall be denied admission to Membership. Section 2. Definitions of Members and Friends A Member is one who has affirmed a commitment to the Church by signing the Membership Book and by making an annual pledge or contribution of record for the support of the church. In special circumstances, determined by a Minister, this requirement may be waived. The signing of the Membership Book must be witnessed by a Minister and a Member of the Board or Membership Committee. The Members constitute the official roll for purposes of reporting membership to the Unitarian Universalist Association and the Ohio-Meadville District. A Friend is one who pledges or makes a contribution of record for the support of the church but either has not signed the Membership Book or requests Friend status. A Friend may serve on committees and hold appointive positions, but cannot vote at all-Church meetings nor hold elective office. An Emeritus Member is one who has been a member of West Shore, and is unable to maintain regular attendance, but wishes to have a connection with the Church. The Emeritus Member does not make an annual pledge or contribution of record for the support of the church. The emeritus member shall not serve on committees, hold appointive positions, vote at all-Church meetings, nor hold elective office. The designation of Emeritus Member will be made upon application and approval by the Board of Trustees and be valid throughout the member’s life unless revoked by the Board. Section 3. Voting Rights The right to vote at any all-church meeting is limited to persons who at the time of such meeting are Members of the Church (See Article III, Section 2). 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSUUC Page 86 of 140 Each Member has one vote. There is no proxy voting or cumulative voting (in which the voter could give more than one of his or her votes to one candidate). Section 4. Resignation and Termination of Membership Any Member may resign Membership by written notice to the Board. The Board, following consultation with the Membership Chair and a Minister, may terminate a Membership by two-thirds vote, with reasonable notice to the Member, if: a) the Member’s address becomes unknown. b) the Member fails to fulfill the pledge requirement for the previous year by September 30 of the current year, if not waived. c) the Member’s actions are harmful or threatening to the Church. In the event of a change in circumstances or disagreement by the Member whose membership was resigned or terminated, the Member may appeal to the Board for reconsideration. Section 5. Reinstatement of Membership Membership may be reinstated in accordance with Article III, Sections 1-4, upon approval of the Membership Committee Chair and an affirmative two-thirds vote of the Board. Section 6. Property Rights No Member has rights in or to any type of property of the Church at any time. ARTICLE IV: MEETINGS OF THE CHURCH MEMBERS Section 1. Annual Meeting The Annual Meeting of the Church is held no earlier than the second Friday in May nor later than the second Friday in June of the current fiscal year at a time and place designated by the Board. The purposes of the meeting are to: a) present the Annual Reports (the report of the Treasurer being only an interim report covering 10 months). b) announce the elected Trustees and Nominating Committee Members and Officers. c) discuss and vote on motions and resolutions properly presented. d) transact other business which may properly come to the Annual Meeting. Section 2. Special Meetings Special Meetings of the Church may be called by the Board at any time or shall be called by the President upon receipt of a request in writing signed by at least five percent of the Members of the Church and setting forth the purpose of the meeting. Such meeting shall be held within 30 days of receipt of the request by the President. Only such matters as are specified in the call may be considered at a Special Meeting. Section 3. Notification of All-Church Meetings 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSUUC Page 87 of 140 Notice of each all-Church meeting, i.e., Annual Meeting or Special Meeting of the Church, shall be given from the pulpit at all services on the two Sundays immediately preceding the meeting. All Members shall be sent an announcement of the meeting by mail at least 10 days prior to the meeting. At the same time, the notice is to be posted on the Church bulletin board and on the Church Website. Such notice must clearly state the time and place of the meeting and, in the case of a Special Meeting, the specific purpose. Section 4. Quorum Ten percent of the voting Members constitutes a quorum for all matters, except for the following purposes the quorum shall by twenty-five percent of the Members (see Article VIII, Section 2c and Section 5 regarding the vote required): 1) selecting or dismissing a Minister; 2) Actions of Immediate Witness; 3) Statement of Conscience. A list of those who will be eligible to vote as of the date of any meeting shall be posted on the Church bulletin board at least ten days prior to the meeting. ARTICLE V: ELECTIONS Section 1. Expiration of Term The terms of office of the Trustees and the Nominating Committee Members expire at the close of the Annual Meeting or following the election of their successors by the Members. Section 2. Composition of the Nominating Committee The Nominating Committee consists of six Members of the Church who are elected for a term of two years or until their successors are elected, and are not eligible for re-election until two years after expiration of their terms. When a vacancy occurs on the Nominating Committee between Annual Meetings, the President appoints a replacement, subject to approval by the Board. The replacement then serves a partial-year term, until the next Annual Meeting. After each annual election, the immediate past Chair of the Nominating Committee will convene a meeting to elect a new Chair or Co-Chairs. Section 3. Duties of the Nominating Committee Each year the Nominating Committee is responsible to the Congregation for selecting a slate of three nominees for the three Board positions to be filled and in addition nominating one nominee to fill any position that became open as a result of a midterm vacancy and/or appointment and specifying the term proposed for each nominee. Members of the Nominating Committee are not barred from becoming nominees for the Board themselves, but no Member may serve on the Board and Nominating Committee simultaneously. The Committee also selects six nominees for the succeeding Nominating Committee, only three of whom are to be elected. In the event of one or more vacancies on the Nominating Committee, even if they were previously filled by appointment, the Committee selects, in addition, two nominees for each vacancy, only half of whom are to be elected. Both nominee lists reported by the Nominating Committee shall be posted on the bulletin board and Website no fewer than 30 days prior to the Annual Meeting. Nominations for election to the Board and the Nominating Committee may also be made by petition of 20 or more members, addressed to the President, and served on any Officer at least 20 days prior to the Annual Meeting, and containing the written consent of the nominee. Such 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSUUC Page 88 of 140 petition, or a true copy thereof, shall be posted on the Church bulletin board and Website not more than five days after it is served on the President or other Officer. The Nominating Committee annually assesses the skills and backgrounds needed to strengthen the Board. It may advise the Board about such training activities and opportunities as are needed to prepare Members of the Congregation for leadership roles. The Nominating Committee may assist the Board, Ministry Team, and Executive in seeking qualified and interested volunteers to assume specific positions of responsibility when the Nominating Committee and the other party mutually agree to such assistance. Section 4. Election Procedures The election of Trustees and Nominating Committee Members takes place by mail. Ballots are prepared alphabetically, with names rotated to avoid alphabetical bias. One ballot shall be sent to each voting Member, as defined in Article III, Section 3. Ballots must include any nominations received by any petition in accordance with the procedure specified in Article V, Section 3. The ballots shall be mailed between 13-15 days before the Annual Meeting date. Only those ballots received at the Church office by noon on the Annual meeting date shall be counted. Two tellers appointed by the President shall count the ballots. If the Members fail to elect a Trustee or Nominating Committee Member because of a tie vote, the voting Members present at the Annual Meeting shall then and there elect by written ballot from among the tied candidates. Two tellers appointed by the President shall count the ballots. In any election at which multiple candidates are to be elected, a plurality vote, in which the candidates receiving the largest number of votes are elected, is sufficient for election. ARTICLE VI: BOARD OF TRUSTEES See Article II, Section 2, Board of Trustees’ Authority Section 1. Number, Term and Qualification of Trustees The Board of Trustees consists of 9 Trustees elected for terms of three years in accordance with Article V, all with equal powers and all of whom are members of the Church. (See Article VI, Section 5 regarding vacancies.) The Immediate Past President, if not a continuing Trustee, is an Ex-Officio Trustee for the year following the completion of the term of presidency, having the full rights (including, but not limited to, the rights to make motions and vote), but not an obligation, to participate in the proceedings of the Board, and is not counted in the quorum. Section 2. Nomination, Election, and Appointment of Officers At the Annual Meeting, when the new Trustees are announced, the new Board shall retire to elect their officers and return to announce the new officers before the end of the meeting. At the same time, a Treasurer and a Historian are appointed annually by the Board from among the Church Membership and may be reappointed. Each Officer serves for one year until the conclusion of the next Annual Meeting or until his or her successor is duly elected. Elected Officers may be reelected to subsequent terms while serving on the Board. In the event that any Board Office, including that of the President, is vacated, the unfilled position is filled at the next meeting of the Board by a majority vote of the Board. 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSUUC Page 89 of 140 Section 3. Executive Committee The elected Board Officers and one other Trustee, appointed by the President with consent of the Board, constitute the Executive Committee. The function of the Executive Committee is to plan the agenda for the Board meetings, to carry out policies and procedures previously determined by the Board between meetings, and to deal with matters of a sensitive or confidential nature. The Executive Committee may not change the budget nor the policies and procedures that have been determined by the Board. Any action taken by the Executive Committee shall be ratified, disapproved, or revoked if still revocable, by the Board. Actions of a confidential nature taken by the Executive Committee may be reported to the full Board in closed session, with the minutes taken and stored in a separate, confidential file. Actions of the Executive Committee may be taken when three of the four members of the Committee are present; emergency meetings may take place by telephone or by other means when necessary. The Minister(s) and Executive may attend Executive Committee meetings unless all Executive Committee Members present vote to operate a specific meeting in closed session. Section 4. Board Meetings The quorum for a Board meeting is a majority of the Trustees. The Ministry Team and the Executive are ex-officio members of the Board of Trustees, without vote. Regular meetings of the Board are held at approximately monthly intervals throughout the Church year at times and places designated with reasonable notification by the Board. All Board meetings are open to all Members and Friends of the Church, unless the Board is operating in closed session, either by a majority vote of the Board or to hear the report of a confidential Executive Committee action. Non-members of the Board may speak at Board meetings if: a) requested by the Board, or b) upon approval of prior request to the President or the Executive Committee. Either unapproved minutes, or all motions and other action items from the meeting, shall be posted on the Church bulletin board within two weeks of each Board Meeting. Approved minutes of each meeting shall be posted on the Church bulletin board and the Church Website within one week after approval. Audio and/or visual recordings of the proceedings of a meeting may be made only by approval of the Board. Special Meetings of the Board may be called at any time, place, or for any purpose by the President or by any three Trustees by giving reasonable notice to all members of the Board and posting such notice on the Church bulletin board. A quorum must be present for a Special Meeting. Section 5. Removals and Vacancies Questions of discipline shall be handled in accordance with Chapter XX of Robert’s Rules of Order Newly Revised. A Trustee who is absent without reasonable cause for three successive regular meetings of the Board shall be removed from the Board, upon vote by the Board, and shall be so notified by the Secretary. Reasons for termination shall be discussed by a member of the Executive Committee with the Member before termination. When a vacancy excepting Executive Officers (see Article VI, Section 2) occurs on the Board between Annual Meetings, however caused, the President appoints a replacement, subject to approval by the Board. The replacement serves for a partial-year term, until the next Annual Meeting. (See Article V, Section 3) 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSUUC Page 90 of 140 Section 6. Finances a) Budget. No later than its regular meeting in June, the Board shall adopt a balanced budget for the new fiscal year, which is subject to later revision by the Board if necessary. Anticipated spending of funds exceeding a budgeted amount must be reported to the Board. b) Audit. There shall be an annual audit of the financial affairs of each fiscal year reported to the Board and the type of audit shall be at the discretion of the Finance Committee and the Board. c) Endowment. The Finance Committee has oversight responsibility for the custody and investment of the funds of the Church and advises the Board and the Congregation with respect to investment policy and changes in the funds. Section 7. Indemnification of Officers, Trustees, and Employees In the event that any person is threatened to be made a party to any legal action resulting from his or her position as an Officer, Trustee, or Employee, he or she may seek indemnification from the Church against expense, including attorney fees. Unless such indemnification is ordered by a court, the Board determines whether the person claiming indemnification has met the applicable standards of conduct for indemnification set forth in the Ohio Revised Code, Chapter 1702, and if so, that person shall be indemnified. ARTICLE VII: OFFICERS The Officers perform the duties prescribed by the Bylaws and the Parliamentary Authority specified in Article XII hereof, and such other duties as the Board may prescribe. Section 1. President The President of the Church presides at the Annual and Special Meetings of the Church, meetings of the Board, and of the Executive Committee. The President is an Ex-Officio Member of all committees except the Nominating Committee. The President represents the Church on all appropriate occasions. Section 2. Vice President The Vice President acts for the President in case of the absence or incapacity of the President or, in the case of a vacancy, acts until a new President is elected, following the procedure specified in Article VI, Section 2. Section 3. Secretary The Secretary is responsible for keeping an accurate record of the proceedings of all-Church, Board, and Executive Committee meetings and assures that appropriate notice of all such meetings is given. The Secretary notifies the Membership Chair of any Board actions regarding membership and keeps a roll of the Membership of the Church with dates of admission and termination. A Recording Secretary may be employed for Board and Church meetings at the discretion of the Board. Section 4. Treasurer The Treasurer causes to be kept a complete and accurate account of the finances of the Church on books which are the Church’s property and which are open for inspection at any reasonable 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSUUC Page 91 of 140 time to any Member; and assures that a financial statement is provided to the Board at each regular Board meeting and to the Congregation at the Annual Meeting (see Article IV, Section 1a). The Treasurer serves as a non-voting advisor to the Board, unless he or she is serving as an elected Trustee simultaneously. Section 5. Historian The Historian compiles, records, and preserves the history of the Church and reports to the Board as appropriate. ARTICLE VIII: MINISTRY See Article II, Section 3, Ministry Team Authority Section 1. Equal Opportunity Employer The Church is an equal opportunity employer and does not discriminate in the employment of its Ministers and/or staff on the basis of age, race, color, gender, disability, or sexual orientation. Section 2. Ministerial Vacancy a) The Parish Minister(s) and the Minister of Religious Education shall be ordained Unitarian Universalist Minister(s). b) When a vacancy occurs in the Parish Ministry or Religious Education Ministry, a Special Meeting of the Church shall be called to elect a Ministerial Search Committee selected by a process established by the Board, in accordance with Unitarian Universalist Association guidelines. The Ministerial Search Committee presents a candidate to the Board, who presents the candidate to the Congregation. The President is an Ex-Officio Member, without vote, of this committee. c) A Parish Minister or Religious Education Minister is chosen by an affirmative vote of three-fourths of the Members present and voting at a meeting of the Church called for the purpose of making a selection in accordance with Unitarian Universalist guidelines. (See Article IV, Section 4 regarding quorum requirement.) d) When an Interim Minister is required, the Board appoints an Interim Minister Search Committee, which searches in accordance with Unitarian Universalist Association guidelines and makes a recommendation to the Board, which approves or disapproves the recommendation. e) When the Board determines that an Intern Minister is to be employed, it shall appoint an Intern Minister Committee. The Intern Minister Committee, in consultation with the Ministers, shall conduct a search and recommend a candidate to the Board, which approves or disapproves the recommendation. f) A Minister or a Church Member may nominate a former Minister of the Church for election as an Emeritus Minister. An Emeritus Minister is designated at an All-Church meeting by a majority vote of the Members of the Church. g) If there is no Minister of Religious Education, the Board, with the recommend of the Ministry Team shall appoint a Director of Lifespan Faith Development whose duties are determined by the Ministry Team. Section 3. Minister(s)’ Letter of Agreement 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSUUC Page 92 of 140 The Board determines the compensation and other terms of the calling to be offered to the Minister(s) and negotiates all terms as required. The payment of compensation is set by the Board in a manner agreeable to the Minister(s) and in compliance with applicable tax laws. The Letter of Call for the Minister(s) shall be approved by the Board and includes a provision that the calling may be terminated by either party by giving 90 days written notice to the other party and as specified in Article VIII, Section 5. Section 4. Freedom of the Pulpit The Minister(s) have the freedom both in the pulpit and outside to express their personal opinions. The Minister(s)’ personal opinions are not necessarily endorsed by the Church or the Board. A personal opinion or position expressed by a Minister shall not serve as a basis for dismissal or any other sanction. Section 5. Dismissal of Minister(s) Dismissal of a Minister shall be by an affirmative vote of three-fourths of the Members present and voting at a meeting of the Church called to consider such an action. (See Article IV, Section 4 regarding quorum requirements.) Section 6. Evaluation of the Ministers Evaluation of Minister(s)’ goals, achievements, and other relevant considerations is conducted annually by processes established by the Board with concurrence of the Ministers. Section 7. Compensation The Board reviews the Ministers’ compensation annually and recommends adjustments, taking into consideration such factors as merit in meeting or exceeding expectations, increases in cost of living, changes in the cost of benefits, and the financial means of the Church. ARTICLE IX: ORGANIZATION Section 1. Organizational Structure All persons elected to Church positions must be Members of the Church. (See Article III, Section 2.) The Board approves the establishment of all committees including name, purpose, chair, and to whom they will report. The Board must be informed annually of groups that are outside of the Church governance structure but which use Church resources. Section 2. Standing Committees To assure the Church’s continuity and organizational health, the following Standing Committees exist: a) Finance Committee is responsible for oversight of the fiscal integrity of the Church and works with the Executive and the Treasurer to assure that the financial process is sound and adequate for the needs of the Church. Its responsibilities include the budget, the audit and the endowment, as well as advising the Board on appropriate compensation for the Minister(s). It may require, at the expense of the Church, a fidelity bond satisfactory to the Board, for any employee of the Church who handles or has access to Church funds. The Treasurer serves on this committee but is not the chairperson. It is appointed by and reports to the Board. 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSUUC Page 93 of 140 b) Membership Committee ensures that a welcoming environment is maintained for visitors. It is appointed by and reports to the Executive. c) Canvass Committee assures that a canvass is conducted annually to provide the support needed for the operation of the Church and works closely with the Ministers and Board to see that the entire Congregation is involved in this effort. It is appointed by and reports to the Executive. d) The Religious Education Committee, working closely with the Ministers, ensures that religious education is reflective of the needs of the Church membership and representative of the Congregation’s Unitarian Universalist identity. It is appointed by and reports to the Ministry Team. e) The Executive Committee (as defined in Article VI, Section 3) Section 3. Special Committees Special Committees are appointed to carry out specific tasks; these comprise all committees of the Church other than the Special Committees in Article XI, Section 2. Special Committees have a name, stated purpose or goal, chair, a time frame, and a reporting line. The Board may establish committees to assist the Board with its work; these committees are appointed by and report to the Board. All other Special Committees are appointed by and report to the Executive. They are expected to submit reports for the Annual Meeting of the Church. Section 4. Committee Meetings All committee meetings, except those of the Nominating Committee and any search committee, are open to all Church Members. Non-members may speak at the meetings at the discretion of the Chair or if requested by the Committee. When dealing with matters of a sensitive or confidential nature, an executive session may be called by majority vote. ARTICLE X: FISCAL YEAR The fiscal year commences on the first day of July and end on the thirtieth day of June of the following year. ARTICLE XI: DISSOLUTION Section 1. Legal Procedures In the event of dissolution of the Church, the dissolution shall be in accordance with the Ohio Nonprofit Corporation Law as set out in the Ohio Revised Code, Chapter 1702 and all other applicable laws, and shall be effected under the guidance of a qualified attorney. Section 2. Assets and Property In the event of dissolution of the Church: a) All debt, obligations, and liabilities of the Church including costs of the dissolution, shall be paid. b) All net Church property and assets shall be distributed to the Unitarian Universalist Association, 25 Beacon Street, Boston, Massachusetts, 02108, for the benefit of any Unitarian Universalist church or churches in Cuyahoga County, Ohio. 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSUUC Page 94 of 140 ARTICLE XII: PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert’s Rules of Order Newly Revised govern the Church in cases not covered by the Bylaws or Standing Rules. ARTICLE XIII: CHURCH MANUAL Section 1. The Church Manual The Church Manual shall include the Bylaws and its Amendments, Standing Rules, Board Policies and Procedures, and an Organizational Manual defining, organizing and communicating the responsibilities of the Minister(s), paid staff, committees, and elected and appointed volunteers. The Church Manual shall be accessible to all Members. Section 2. Standing Rules The Board may adopt Standing Rules, which are not part of the Bylaws. The Standing Rules are related to the administration of the Church or to details of parliamentary procedure that do not abridge the rights of a minority. They can be adopted, amended, rescinded, or suspended by a majority vote at any meeting of the Board or of the Church without previous notice. ARTICLE XIV: CHILD CARE CENTER The West Shore Child Care Center is a program of the Church. Its affairs are governed by its Administrative Board, subject to the supervision of the Church Board. The daily operation of the program is under the guidance and direction of a Director hired by the Church Board. The budget of the Center is reviewed and approved annually by the Church Board. A Trustee attends Administrative Board Meetings as an Ex-Officio Member, without vote. ARTICLE XV: AMENDMENTS These Bylaws may be amended at any meeting of the Church by a two-thirds vote of the Members present and voting, provided that the Members have been notified as provided in Article IV, Section 3. 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSUUC Page 95 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSUUC Page 96 of 140 WEST SHORE CHILD CARE CENTER A PROGRAM OF WEST SHORE UNITARIAN UNIVERSALIST CHURCH BYLAWS of the WSCCC Administrative Board Revised 2006 MISSION STATEMENT The mission of the West Shore Child Care Center as a program of the West Shore Unitarian Universalist Church is to promote the well-being of children in our community by providing quality, affordable child care and by supporting their families. EXPANDED MISSION STATEMENT PREAMBLE West Shore Unitarian Universalist Church Statement of Purpose We welcome all to join us in affirming the vision of our forebears by fostering a spiritual community where open minds celebrate inquiry and diversity, open hearts respond with love to the pain and promise of the world, and open hands work for peace and justice. In keeping with its Statement of Purpose, and to fill a community need, West Shore Unitarian Universalist Church established the West Shore Child Care Center to serve the local community and beyond by: • • • providing quality child care and education for young children serving children of working parents serving, to the extent that it is possible, families of limited means and children with special needs In keeping with the Principles of Unitarian Universalism, the congregation and the Child Care Center join together to affirm and promote: • • • the worth and dignity of each child and family justice, equity and compassion in human relationships the inclusion of all families, regardless of religion, race color, gender, disability, sexual orientation, or national origin PURPOSES The purposes of the program are as follows: 1. 2. 3. 4. Pastoral: To support parents in the care and education of their children, as they help their children to develop into healthy, responsible and caring individuals. Community Service: To serve our local West Shore area and the greater Cleveland community by providing quality, affordable child care. Social Justice: To make child care services available, when possible, to those of limited means and special needs. Stewardship: To increase the utilization of the church facility 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSCCC Page 97 of 140 EXPECTATIONS The child care program will uphold the Principles of the Unitarian Universalist Association and the Purpose of the West Shore Unitarian Universalist Church, as specified in the Preamble. The child care program will maintain the highest standards of education and care, at all times meeting state licensing requirements and when possible, exceeding them. In accordance with its stated philosophy, it will: • • • • • • • recognize the uniqueness of each child help to build self-esteem and confidence develop social skills foster a positive attitude toward learning provide a variety of developmental activities so that children can learn and discover through play ensure a safe, warm and nurturing environment for children respond to the changing needs of families The congregation will support the program by sharing the Church building, providing volunteer services and by recognizing and promoting the program as a ministry of the church to the community. COMMUNITY OF SERVICE The child care program will chiefly serve members and friends of the congregation and residents of the West Shore area. Efforts will be made to have spaces available for children who need placement through Human Service organizations, or children with special needs for whom the program would be appropriate. The children served are six weeks through eight years of age. Summer Camp programs may include children up to ten years of age. OPERATION OF THE PROGRAM The Center is a program of the congregation. The daily operation of the child care program is under the guidance and direction of a Director hired by the Church Board of Trustees. The Director oversees the program, assures the Center is in compliance with all licensing regulations, hires staff, and works closely with the Administrative Board to carry out all aspects of the daily operation of the program. An Administrative Board, made up of five parents and five church members, establishes educational policies, prepares the annual budget, oversees the financial receipts and expenditures contained within the budget. In addition a current member of the Church Board of Trustees will attend Administrative Board meetings as an ex-officio non-voting member. The Administrative Board works with the Director to assure that the quality of the program is maintained and that the Center is in compliance with all licensing regulations. The budget of the Center is reviewed and approved annually by the Church Board of Trustees. ARTICLE I: ADMINISTRATIVE BOARD Section A: Duties and Powers The affairs of the Child Care Center shall be governed by its Administrative Board which has the ultimate authority for the management of the Child Care Center, subject to the supervision of the West Shore Unitarian Universalist Church Board of Trustees and of the Church’s Minister(s) who are responsible to the Church Board for the supervision of the Child Care Center. Members of the Board establish policy for the Child Care Center and advise and consult with Officers and staff. 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSCCC Page 98 of 140 More specifically, the Board shall: • • • • • Support and advise the Director of the Child Care Center concerning policies and procedures. Prepare a budget recommendation of operating and capital expenditures for the following year and submit it to the Church Board of Trustees at the April meeting. Provide members and friends of the church with information concerning the Administrative Board functions. Prepare printed materials outlining purpose, role and function of the Child Care Center. Prepare articles for the Church newsletter. Communicate with the congregation to keep them aware of the activities of the Child Care Center Section B: Membership/Appointment Membership is open to all parents, including other persons responsible, of children enrolled or previously enrolled in the West Shore Child Care Center and all members or associates of the West Shore Unitarian Universalist Church. More specifically: • The Administrative Board shall consist of five church members or associates and five parent representatives • Terms for church appointees are to begin in September and are for 2 year staggered terms. Three appointed in even-numbered years and 2 appointed in odd-numbered years. • Parent terms shall begin in September and are for 2 year staggered terms. Two appointed in evennumbered years and 3 appointed in odd-numbered years. • Church appointments to the Administrative Board will be made after consultation with the minister(s) and the Director/Minister of Religious Education by the Church Board of Trustees. Once appointed, members’ terms may be extended by the Administrative Board without further approval by the Church Board. • Members may serve a maximum of two consecutive terms, unless the Administrative Board recommends an additional term, which could extend for some members the maximum period of consecutive years of Board membership to 6 years. Section C: Vacancies A vacancy occurring on the Administrative Board will be filled by appointment, within 30 days, until the end of the current term. The Church Board shall appoint a member or associate to fill the vacancy of a church Board member, the Director of the Child Care Center shall appoint a parent representative to fill the vacancy of a parent member. ARTICLE II: OFFICERS OF THE ADMINISTRATIVE BOARD Section A: Designation The Officers of the Administrative Board shall be President, Vice-President and Secretary. Section B : Election and Term of Office The Officer shall be elected by the Administrative Board each year before the end of August for a term of one year beginning September 1 following the election. Officers may serve a maximum of two consecutive terms in any office unless the Administrative Board recommends an additional term. 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSCCC Page 99 of 140 A vacancy in any office may be filled for the balance of the term by the Administrative Board. The Administrative Board may remove any officer by a majority vote of all members. Section C: Duties President: The President shall preside at all meetings of the Administrative Board. Subject to the direction of the Board, the President shall have general executive supervision over the affairs and finances of the Board. The President shall perform such duties as may be determined by the Administrative Board, including serving as the principle spokesperson for the Board. The President shall appoint the Chairs and ViceChairs of all committees, except as otherwise provided, and shall be an ex-officio member of all committees. The President shall appoint and dissolve ad hoc committees as necessary. Vice President: The Vice President shall perform all the duties of the President in the absence or the inability of the President to serve, or in the event of a vacancy in that office and assuming such other duties as may be delegated by the Administrative Board. Secretary: The Secretary shall be responsible for assuring the maintenance and timely distribution of all Board meeting minutes, notifying members of meetings and assuming such other duties as may be delegated by the Administrative Board. ARTICLE III: MEETINGS Section A: Regular Meetings The Administrative Board shall meet a minimum of ten (10) times in the calendar year. Regular monthly meetings are held at West Shore Unitarian Universalist Church on the third Tuesday of the month at 7:30 p.m. unless otherwise ordered by the Board. Section B: Special Meetings Special meetings of the Administrative Board may be called at the discretion of the President or in response to the written request of four members of the Board. Such requests shall specify the purpose(s) of the meeting and such purpose(s) shall be included in the notice to Board members. No business, except that for which the call is issued, shall be transacted at special meetings. Section C: Notice of Meetings Written notice of the time and place of all meetings of the Administrative Board shall be E-mailed, telephoned, mailed or personally delivered to Board members at least five days before the meetings, except that a Board member may waive the five days notice requirement as to him/herself. Section D: Quorum One-half of the Administrative Board shall constitute a quorum. In the presence of a quorum, a majority of the Board members in attendance shall decide its action, except as otherwise provided in these bylaws. In the absence of a quorum, a majority of the Board members present may adjourn the meeting. 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSCCC Page 100 of 140 Section E: Board Meeting Absences Board members who miss three Administrative Board meetings in a calendar year shall have their continued membership subject to review by the Board. Section F: Board Action between Meetings Administrative Board action may be taken between meetings by approval by a majority of Board members. Approvals may be by telephone, in writing, by FAX and by E-mail, and any such actions shall be reported at the next regular meeting of the Board. ARTICLE IV: COMMITTEES OF THE ADMINISTRATIVE BOARD Section A: Personnel Committee The Personnel Committee shall consist of a minimum of two members. Both the Board President and the Director shall serve as ex-officio, non-voting members. The terms of committee members shall be for one year or until successors are appointed. Members may serve for more than one term. The Personnel Committee shall: • Review personnel policies and practices and provide guidance, direction and expertise to formulation of policies • Consult, upon request of the President and/or the Director, regarding personnel matters • Act as a “court of last resort” hearing body for grievance proceedings for paid personnel Section B: Finance Committee The Finance Committee shall consist of a minimum of two members and the Director or her/his designee. The terms of committee members shall be for one year or until successors are appointed. Members may serve for more than one term. The Finance Committee shall: • Maintain continuous review of the Center’s financial position and provide periodic updates to the Administrative Board • Recommend fiscal policies • Recommend investments/reinvestments of the Center’s reserves, endowments and/or other available resources • Review major Center contracts and provide technical advice • Review audit reports and, as appropriate, recommend financial management corrective action • Provide budget and financial reports to the Liaison Committee and Church Board of Trustees as required Section C: Nominating Committee The Nominating Committee shall consist of a minimum of two members, all of whom will be appointed by the President of the Administrative Board. The terms of committee members shall be for one year or until successors are appointed. Members may serve for more than one term. The Nominating Committee shall: • Assist in the recruiting of individuals for membership to the Administrative Board • Present candidates for vacancies among Administrative Board membership 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSCCC Page 101 of 140 • • Present a slate of officer candidates (including a least one nominee for each office), to the Administrative Board Educate prospective Administrative Board members as to their potential roles and responsibilities Section D: Fund Raising Committee The Fund Raising Committee shall consist of a minimum of two Board members and may include additional persons who are not Board members. The terms of members shall be for one year or until successors are appointed. Members may serve for more than one term. The Fund Raising Committee shall: • • • Maintain contact with the Church’s Social Concerns Committee and encourage financial support from Church members Plan and execute fund raising activities Maintain contact with the Child Care Center’s Friends organization Section E: Ad Hoc Committees Ad Hoc Committees may be established and dissolved by the President of the Administrative Board. Activities of and recommendations from these committees shall be reported to the Administrative Board. ARTICLE V: FISCAL YEAR The fiscal year shall commence on the first day of July and end on the last day of June of the following calendar year. ARTICLE VI: DISSOLUTION In the event of termination of the existence of the Child Care Center for any reason whatsoever, the Administrative Board shall oversee payment or make provision for payment of all liabilities and all remaining assets shall be transferred to the West Shore Unitarian Universalist Church. ARTICLE VII: PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Administrative Board in all cases to which they are applicable and in which they are not inconsistent with these bylaws. ARTICLE VIII: AMENDMENTS These bylaws may be amended, or new bylaws adopted, at a meeting held for such purpose, by the affirmative vote of two-thirds of the Administrative Board members present. Proposed amendments must be submitted to all members of the Administrative Board at least thirty days prior to the meeting at which such amendments will be considered and voted upon. 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSCCC Page 102 of 140 Amended bylaws approved: ______________________________________________________ Date Secretary of Administrative Board: _________________________________________________ 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSCCC Page 103 of 140 This page is available on request from the Church Office (placeholder for when Child Care Center Bylaws are removed for public posting) 16 September 2013 Governance Manual – WSUUC – Appendix C: Bylaws. WSCCC Page 104 of 140 Appendix D: Standing Rules of Procedure – West Shore Approved (Apr 25, 2006) RULE 1. ORDER OF BUSINESS Consideration of and action upon items proceeds in the order set forth in the Agenda unless that order is changed by majority vote during the meeting. RULE 2. PRESIDING OFFICER As provided in the Bylaws, the President is the Presiding Officer at the Annual and Special Meetings of the Church, meetings of the Board, and of the Executive Committee. The Vice President is the Presiding Officer in case of the absence or incapacity of the President. RULE 3. MODERATOR OF THE MEETING The Presiding Officer is the Moderator of any meeting unless the Presiding Officer delegates this responsibility as provided below. The responsibility of the Moderator is to see that the Agenda and the rules are maintained I. The Presiding Officer may delegate the role of Moderator to any voting member of the church for any duration within a single meeting. II. A delegated Moderator may decline the delegation. III. The power of a delegated Moderator is more restricted than the power of a Presiding Officer serving as Moderator. A delegated Moderator may not serve any meeting for which there is any potential conflict of interest, cannot make motions of any nature, and cannot speak as either a proponent or opponent of any motion. IV. The Moderator may exercise his or her right to vote. V. The Moderator will conduct all votes according to the rules on voting. The results of all votes must be certified by the Presiding Officer when the Moderator has been delegated. VI. The minutes of the meeting must indicate when the role of Moderator changes within any single meeting. RULE 4. AGENDA The Agenda of meetings is prepared by the Executive Committee. The Agenda will state the time allowed for each item on the Agenda. I. Agenda items for meetings of the Board will be added without debate and with the requested time up to a limit of 30 minutes, if a request is delivered to a member of the Executive Committee by any three Trustees. II. The agenda of a Special Meeting of the Church must be limited to the matters specified in the call of the meeting. III. Agenda items for the Annual Meeting may be added without debate and with the requested time, up to a limit of 30 minutes, if i. the request is delivered to a member of the Executive Committee or the Church office prior to noon on the Annual Meeting date AND ii. meets the requirements specified in the Bylaws to call a Special Meeting of the Church. IV. Agenda items may be added to any meeting by a two-thirds vote, except that at Special Meetings of the Church, Agenda items are limited to matters specified in the call of the meeting. RULE 5. MEANS OF VOTING So long as a quorum is present, action on any question, unless the Bylaws otherwise provide, is decided in the first instance by an uncounted show of hands, or by an uncounted standing vote of the members present. If the Moderator wishes a counted vote or if a member requests it, the vote must be counted. No vote will be taken by written ballot unless the members present order a written ballot by a two-thirds vote. The required proportion of votes cast by members to approve 16 September 2013 Governance Manual – WSUUC – Appendix D: Standing Rules of Procedure Page 105 of 140 any action or resolution will be as set forth in the Bylaws or these Standing Rules of Procedure. The results of all votes must be certified by the Presiding Officer. RULE 6. MINUTES The preparation of all minutes is the responsibility of the Secretary of the church. The Board of Trustees must approve the minutes of all Annual and Special Meetings of the Church, meetings of the Board and of the Executive Committee. RULE 7. AMENDMENTS No amendment or other change to any motion under consideration will be entertained unless it is submitted in writing to the Moderator, who may, however, waive this requirement. II. Clarifying and friendly amendments are always in order. III. Amendments to the main motion will be in order i. after at least ten minutes of debate, if that much time is needed, on the merits of the main question as moved OR ii. if there are not potential proponents or opponents RULE 8. TIME LIMITS The following time limits are imposed on all business transacted by the church. If, however, there is no objection from the floor, the Moderator may grant minor extensions of time. Any time limits imposed by this rule may be extended by a two-thirds vote. I. No person may speak on any motion for more than two minutes, and not more than once, so long as there are others who have not spoken who desire the floor, except that persons having special information may, with the permission of the Moderator, reply to questions. II. A maximum time of 30 minutes is allowed for discussion of any proposed Bylaw or Rule amendment, resolution, or action on a report that is on or added to the Agenda. Whenever possible, the discussion time will be equally divided between proponents and opponents and by the alternate recognition of proponents and opponents. III. A motion to refer, table, or call the previous question shall be in order after 10 minutes of discussion or if there are not potential proponents, opponents, or amendments. A motion to call the previous question on a motion to amend the main motion is in order after 5 minutes of discussion concerning the amendment or if there are not potential proponents, opponents, or amendments. When this motion is in order, the Moderator may offer an explanation that “this will close all debate and the vote will be taken”. The Moderator may also make a request for unanimous support. If there is any opposition to the request a two-thirds vote is required. RULE 9. MICROPHONES Each Annual and Special Meeting of the Church will follow these instructions. I. Two standing microphones will be available. One will be designated as “Pro” and one as “Con”. II. One floating microphone will be available for accessibility needs. One member, chosen by the Moderator, will handle this microphone and will strive to alternate “Pro” and “Con” speakers. III. Statements in support of a motion are restricted to the Pro and Floating microphone. IV. Statements in opposition to a motion are restricted to the Con and Floating microphone. V. Amendment Motions may be made from any microphone provided the motion is otherwise in order. VI. Procedural Motions may be made from any microphone, or from the floor. VII. Upon being recognized by the Moderator, a member must state their name and reason for speaking before making a statement. RULE 10. COMMITTEE OF THE WHOLE 16 September 2013 Governance Manual – WSUUC – Appendix D: Standing Rules of Procedure Page 106 of 140 At any stage of the meeting, the Moderator, without a vote of the Church, at his or her discretion may order the meeting resolved into a Committee of the Whole or reconvened as a regular meeting. While the meeting is acting as a Committee of the Whole, the following Special Rule applies: The Moderator, without a vote of the Committee of the Whole, may permit reconsideration of any action taken by the Committee of the Whole and other departures of the Standing Rules of Procedure if it appears to him or her that the work of the Committee of the Whole will thereby be expedited. When the regular meeting is reconvened, the only motion in order will be to adopt the recommendation of the Committee of the Whole. A motion recommended by the Committee of the Whole will not be subject to amendment, debate, or delay. RULE 11. ADOPTING THE STANDING RULES OF PROCEDURE These Standing Rules of Procedure are adopted by a two-thirds vote by the Board of Trustees annually after the new Board is elected at the Annual Meeting and will remain in effect until the next Annual Meeting of the Church or the Standing Rules of Procedure are amended. RULE 12. AMENDING THE STANDING RULES OF PROCEDURE These Standing Rules of Procedure may be amended, suspended, or repealed during the course of any meeting by a two-thirds vote or a majority vote of the entire membership. Amendments during a meeting do not extend past Adjournment of the meeting except where the motion of Amendment indicates that the change will extend beyond that meeting. RULE 13. ADJOURNMENT A meeting is Adjourned following an Adjournment Motion and two-thirds vote, or after the Agenda is completed and the Moderator declares the meeting Adjourned. 16 September 2013 Governance Manual – WSUUC – Appendix D: Standing Rules of Procedure Page 107 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Appendix D: Standing Rules of Procedure Page 108 of 140 APPENDIX E: Contracts MINISTRY AGREEMENT Between West Shore Unitarian Universalist Church (hereinafter referred to as “the Church” and Kathleen C. Rolenz & Wayne B. Arnason (hereinafter referred to as “the Co-Ministers”) PROLOGUE The Co-Ministers and the Church renew this Ministry Agreement effective January 22, 2013. The intention of this Agreement is to set forth the responsibilities and obligations of the Co-Ministers to the Church and of the Church to the Co-Ministers in order to avoid unnecessary ambiguity and to provide the basis for resolving such discontent as may occur. It is recognized that no matter how carefully this Agreement is written and observed, the relationship between the Church and the Co-Ministers must be grounded in open communication, mutual trust, good faith, and open and fair process on both sides I. COVENANT The mission of the church is to inspire more people to lead lives of meaning and purpose. In the service of our shared religious community, the Co-Ministers have been called to the Unitarian Universalist ministry and have committed themselves to Co-Ministry together. We covenant now to establish a common ministry with the Church characterized by expanding vision and shared service. We believe that a nurturing and challenging religious community is essential for spiritual health and well-being. This belief directs us towards acts of compassion and justice in our Church and the larger world. We commit to share with our community the Unitarian Universalist religious way, acknowledging that it encompasses all aspects of life and is our way of relating to the world. We take the responsibility to fulfill this commitment by setting goals and evaluating our progress each year. In subscribing to this agreement, both the Church and the Co-Ministry understand that the relationship we enter into is complex, involving many skills and responsibilities on both sides and needing an environment of cooperation and good faith to function beneficially. This is a covenant not of law, but of spirit. 109 . II EXPECTATIONS 2.1 Shared Leadership 2.1.1 The Co-Ministers and the congregation share responsibility for the leadership and ministry of the Church. Achievement and maintenance of this collaborative relationship must likewise be shared. It is a relationship of discovery, of both self and other, in a context of mutuality. 2.1.2 The Church looks to its Co-Ministers for spiritual leadership and initiative, for assistance in setting and articulating its vision, and for professional and inspired performance and oversight of the Church’s programs in collaboration with Board of Trustees and the Church’s committees. 2.1.3. Each year, the Co-Minister’s and the Board of Trustees will arrive at specific understandings about the sharing of authority and responsibility, goals for the coming year, and a plan for periodic review and renewal of the ministry of the congregation. 2.1.4. We acknowledge that the Parish Co-Ministers also serve as the Executive Directors of the church; however, this document details their job description in Parish Co-Ministry. The Board of Trustees will monitor their performance as Executive Directors according to the Board’s policies outlined in the Governance Manual. 2.2 Pulpit and Worship Services 2.2.1 The Co-Ministers will have freedom of the pulpit even as the Church is a free congregation. The Co-Ministers are expected to express their values, views, and commitments without fear or favor. 2.2.2. The Co-Ministers will prepare and present services, singly or together, on no less than thirty and up to thirty-four Sunday mornings per year. 2.2.3 The Co-Ministers are responsible for the quality of all religious services conducted on Church’s premises. 2.3 Services to Persons 2.3.1 The Co-Ministers will serve members in their needs for pastoral care, including crisis intervention and visitation of the homebound, sick, dying, and bereaved, 110 both directly and in conjunction with Church’s own pastoral care program. The Co-Ministers will maintain awareness of their own limitations, and will refer members for professional counseling and other specialized services as appropriate. 2.3.2 The Co-Ministers will provide ceremonial services and counsel to members of the Church without fee. When such services are provided to non-members, such fees may be set by the Co-Ministers in accordance with those recommended by the Unitarian Universalist Ministers Association. All such fees are the property of the Co-Ministers. 2.4 Services to the Board and Committees 2.4.1. The Co-Ministers will be ex officio members of the Board of Trustees. The Board expects the Co-Ministers to report monthly, bringing to their attention specific concerns as they arise. 2.4.2. The Co-Ministers will be ex officio members of all committees and task forces except the Nominating and Ministerial Search Committees. The Co-Ministers will confer with each committee on how best to assist it. Attendance by the CoMinisters at committee meetings is welcome but not required. 2.5.1. Relationship to Church Staff The Co-Ministers are chief of staff and responsible for the administrative functions of the Church. The Co-Ministers are responsible for annual staff evaluations and recommending personnel actions to the Board of Trustees. The Co-Ministers will consult with the Board prior to discharging any employee. 2.6 Office Hours and Days Off 2.6.1 The Co-Ministers will maintain regular and posted daytime or evening office hours at least three days per week, with other times available by appointment. 2.6.2 The Co-Ministers will share one position of professional ministry. In the spirit of partnership they will divide ministerial responsibilities between themselves as mutually agreed upon by Co-Ministers and the Board. They will generally not be expected to be in simultaneous attendance at congregational events with the exception of certain mutually agreed upon special functions, Sunday services, Board meetings and congregational meetings. 111 2.6.3 The Co-Ministers will maintain one day per week free of all Church responsibilities and one additional day devoted to study and writing wherein the Co-Ministers shall be available only for serious emergencies. III. 2.8 Evaluation of the Co-Ministers: Each year, the Board of Trustees will review the work of the Co-Ministers using a process consistent with Section 2.1.3 of the Agreement. 2.9 Evaluation of Ministry of the Church: Every four years, the Board of Trustees will lead a review and renewal of the Ministry of the Church including the parish coministers and other professional staff positions. 2.10 Minister’s and Church’s Conduct: The conduct of the Co-Ministers and the Church will be in accordance with the Code of Professional Practice and Guidelines of the Conduct of Ministry of the Unitarian Universalist Ministers Association. COMPENSATION AND BENEFITS 3.1 Compensation: The Church will provide to the Co-Ministers a total compensation package to be allocated by the Co-Ministers in consultation with the Board of Trustees to the following categories: Salary, clergy housing allowance, professional expense, pension and insurance. 3.2.1 The Board of Trustees will review the Co-Minister’s compensation annually and will decide on adjustments, taking into consideration such factors as merit in meeting or exceeding expectations, increases in the cost of living, changes in the cost of benefits, the Compensation Guidelines of the Unitarian Universalist Association, and the financial means of the Church. 3.2.2 The Board of Trustees shall have a separate vote on the Co-Ministers’s compensation package as required by the By-laws during the normal budgeting process. 3.3 Annual Leave 3.3.1 The Co-Ministers will be relieved of all responsibilities and may be absent from the area for a total of eight weeks per year. 3.3.2 Four of these weeks will be taken as vacation. During vacation, should an emergency arise requiring the return of at least one the Co-Ministers, all costs of such return will be borne by the Church. The Co-Ministers will coordinate vacation time with the staff and Board of Trustees to assure that there is 112 ministerial coverage throughout the year. Vacation time not taken in one year may not be carried over to other years. 3.3.3 Four of these weeks will be taken as study leave. During study leave, should an emergency arise requiring the return of at least one of the Co-Ministers, all costs of such return will be born by the Co-Ministers. 3.3.4 The Co-Ministers and the Board of Trustees or the Chair of the Board of Trustees shall together determine what constitutes an emergency and the procedures for responding. 3.4 Denominational Service and Continuing Education: Denominational Service and Continuing Education are important components of a healthy ministry. The CoMinisters are encouraged to seek out opportunities for denominational service and continuing education. It is understood that some of their joint Sundays out of the pulpit may be devoted to denominational service and continuing education. The Co-Ministers shall report monthly to the Board regarding their denominational activities and continuing education intentions. The congregation shall be informed through the newsletter of the Co-Minister’s activities in these areas. 3.5 Sick and Family Leave 3.5.1 In the event of total or partial disability, due to illness of or accident to one or both of the Co-Ministers, to the extent that s/he/they cannot perform the duties and responsibilities denoted herein, the Church will continue full compensation to the Co-Ministers for up to six months or until long-term disability insurance benefits begin, whichever comes first. In the event of either co-minister’s death, his or her salary and housing allowance shall be paid to the designated beneficiary for a period of 8 weeks. Any unpaid vacation benefits shall also be paid in a lump sum to the beneficiary. In the case of death, permanent disability or retirement of one co-minister, the other may continue for the longer of three months or the balance of the program year, and the congregation shall have the option to call that cominister as the sole minister, or begin a ministerial search. If one co-minister retires, dies or is permanently disabled, and the congregation terminates the other co-minister, the church agrees to pay the non-retired/surviving still-abled cominister severance at the current rate of remuneration, for a period of one month for each year of joint service to the church. 3.5.2 The Co-Ministers may use sick leave for family illness, disability, or death, or for pregnancy, birth, or adoption of a child on the same basis as church staff. 3.6 Sabbatical Leave 3.6.1 The Co-Ministers shall use sabbatical leave for study, education, writing, meditation and other forms of professional and religious growth. Sabbatical leave 113 accrues at the rate of one month per year of service, with leave to be taken after five but before seven years of service. No more than six months of sabbatical leave may be used within any twelve month period, and sabbatical leave may not be used in conjunction with vacation. The sabbatical plan must be approved by the Board of Trustees and the congregation at least one year in advance. 3.6.2 The Church will continue full salary, housing allowance, and benefits during sabbatical leave. Professional expenses may be adjusted. 3.6.3 The Church agrees that sabbatical-related expenses for the congregation and the Co-Ministers is a responsibility of the Church. The Church and the Co-Ministers agree that a detailed plan for sabbatical financing will be in place two years before the Co-Ministers first become eligible for sabbatical leave. Every fiscal year, the Board of Trustees will set aside from the operating budget an agreed-upon amount in addition to the total compensation and benefits package for use in funding the sabbatical. This sabbatical fund is the property of the church. 3.6.4 In the event of the Co-Minister’s resignation, termination, unused sabbatical leave is not compensable. In the even of retirement of one or both of the Co-Ministers, the accrued, pro-rated Sabbatical leave may be considered as a compensable expense, the terms of which will be negotiated with the Board of Trustees as part of the retirement transition plan. 114 3.6.5 The Co-Ministers agree not to resign from full-time service to the Church for a minimum of one year following the end of each sabbatical leave. 3.6.6 The Church agrees to take no action on ministerial tenure during a sabbatical leave. IV V. TERMINATION 4.1 The term of this agreement is indefinite. It will continue until the CoMinisters provide the Church with at least ninety days notice of intent to resign or retire, or until the Church provides the Co-Ministers with at least ninety days notice of intent to dismiss, or until the long-term disability or death of one of the Co-Ministers. 4.2 A decision to dismiss the Co-Ministers shall be by three quarters vote of all members of the Church present and eligible to vote at a meeting called for that purpose. 4.3 At termination, accrued vacation and study leave will be compensated in the financial equivalent. 4.4 In the event of dismissal or negotiated resignation, salary, housing allowance, and benefits will continue during the longer of three months or one month per year of service up to twelve months from the date of dismissal, or until the Co-Ministers have found another position, if sooner. 4.5 It is expressly understood between the parties that this is an agreement for team ministry. Therefore, in the event of resignation or termination of the Letter of Agreement by one of the Co-Ministers, for whatever reason, the other Co-Minister will immediately resign his or her position. If the CoMinisters separate or dissolve their marriage, this agreement will terminate. AMENDMENT 5.1 The terms of this Agreement may be changed by mutual written consent of the Co-Ministers and the Board of Trustees, except that changes in total compensation and termination provisions require the approval of a majority of the congregation. 5.2 This Agreement will be reviewed at least every four years. 5.3 This Agreement is subject to the laws of the State of Ohio and the ByLaws of the Church. It has been drawn, offered, and accepted in the spirit of the Principles and Purposes of the Unitarian Universalist Association. 16 September 2013 Governance Manual – WSUUC – Appendix E: Contracts. Ministry Agreement Page 115 of 140 Date Approved: ____________________________________ For the Church: _____________________________________ President Date Accepted: ____________________ By: _____________________________________ \ Co-Minister page is available on request from the Church Office (placeholder for when Appendix E is removed for public posting) page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Appendix E: Contracts. Ministry Agreement Page 116 of 140 Appendix F: Committees of the Board CARE Covenant Team Purpose: The CARE Covenant Team will help West Shore congregants resolve conflict keeping in mind the CARE Covenant, the Ends of the church, and the Principles of the Unitarian Universalist Association. The CARE Covenant Team will function by: • Following the Policies outlined in GP #13 Conflict Management Policy • Facilitating disputes when asked to do so. • Holding at least one educational/informational event pertaining to the CARE Covenant or the resolution of conflict every church year. • Promoting knowledge about and acknowledgment of the CARE Covenant using West Shore’s available means of communication. • Adding to a confidential, written record of West Shore conflict and resolution that will reside in the church archives. • Speaking with One Voice regarding any and all decisions of the Team as described in GP #3-4a: Trustee and Officer Code of Conduct. The CARE Covenant Team will be composed of: • Three members, who will each serve a three-year term. • A member may be considered for a second term after the expiration of the first. • No member may serve more than two consecutive terms at a time. A past member of the CARE Covenant Team will be eligible for Selection following at least a three-year interval. The desired characteristics for CARE Covenant Team Members are, in prioritized order: • • • • • • Member in Good Standing of the Church Strong listening skills and empathy Demonstrated ability to establish trust and credibility by maintaining objectivity and neutrality Demonstrated ability to conduct oneself according to the Covenant to CARE Strong knowledge of the church’s governance and bylaws Professional training and/or comparable experience in conflict management. Selection: • In even-numbered years, the Ministry Team shall select a team member. • In odd-numbered years, the Executive Committee of the Board shall select a team member. • The Ministry Team and the Executive Committee of the Board shall solicit, evaluate, and select possible candidates according to a process of their choosing, based on the desired characteristics for members of the Team. Vacancies Vacancies on the CARE Covenant Team occurring for reasons other than term expiration will be filled by the Executive Committee of the Board of Trustees in even-numbered years and by the Ministry Team in odd-numbered years to complete the unexpired portion of the departing member’s term. Approved January 18, 2011 16 September 2013 Governance Manual – WSUUC – Appendix F: Committees of the Board Page 117 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Appendix F: Committees of the Board Page 118 of 140 Diversity Resource Team Purpose: The Board appoints the Diversity Resource Team to enhance our understanding of and appreciation for the differences that exist within our church community so that we can align more completely with END Statement #2: Nurturing, Inclusive Community The WSUUC community considers the following complementary distinctions: • Diversity is about recognizing, appreciating and honoring the differences among us. • Inclusivity is about supporting these differences working together well and comfortably. The Diversity Resource Team members will function to: • • • • Identify the current and ongoing status of diversity in action at WSUUC according to END statement #2 and identify opportunities to promote awareness. Work in active partnership with all committees of the church. Support our understanding of the issues connected with the unexamined privilege. Serve as a catalyst for change to enhance our progress in these areas. The Diversity Resource Team is expected to: • • • • • Research and identify best practices in other organizations. Deepen personal understanding of diversity and inclusivity and continually grow as a group, which may include, but is not limited to taking classes, reading books, working with consultants, viewing films, etc. Use a systematic process in reaching out to church constituents to enlarge understanding of diversity and the practice of inclusivity. Meet at least monthly and provide minutes of each meeting in the monthly Board of Trustees packet. Meet with the Board of Trustees per the perpetual agenda (2x per year). The Diversity Resource Team will be composed of: • • • No fewer than four members of the congregation to be selected by the Board Each member will serve terms of two to three years. Not more than one member rotating off the committee each year unless extenuating circumstances present. Approved November 27, 2012 16 September 2013 Governance Manual – WSUUC – Appendix F: Committees of the Board Page 119 of 140 Ends Task Force Purpose: The Ends Task Force assists the Board in formulating the Ends of the Board. The Ends Task Force will function by: • Drafting and reviewing the Ends and forwarding the drafts to the Board for deliberation and action • Serve as a resource to the Board in planning retreats • Undertaking an annual assessment of Board decisions and Congregational conversations as possibilities for new Ends. The Ends Task Force will be composed of: • a Convener who is a Trustee appointed annually by the Board and who names the rest of the Task Force with Board approval • 2 additional trustees • up to 2 additional members who can come from the Board or the at large membership of the church Approved Apr 27, 2010 16 September 2013 Governance Manual – WSUUC – Appendix F: Committees of the Board Page 120 of 140 Executive Committee Purpose: The Executive Committee assists the Board, in accordance with the Board's Governance Process Policies, Board Executive Linkage Policies and the Ends, by planning the Board agenda, dealing with sensitive and confidential matters, and operating between Board meetings for organizational continuity. The Executive Committee will function: • to plan the agenda for the Board meetings, • to carry out policies and procedures previously determined by the Board between meetings, • and to deal with matters of a sensitive or confidential nature. • Any action taken by the Executive Committee shall be ratified, disapproved, or revoked if still revocable, by the Board. Actions of a confidential nature taken by the Executive Committee may be reported to the full Board in closed session, with the minutes taken and stored in a separate, confidential file. • Actions of the Executive Committee may be taken when three of the four members of the Committee are present. • Emergency meetings may take place by telephone or by other means when necessary. The Executive Committee may not change: • the budget • nor the policies and procedures that have been determined by the Board. The Executive Committee will be composed of: • the elected Board Officers: President, Vice-President, and Secretary • one other trustee, appointed by the President with consent of the Board. • The Minister(s) and Executive may attend Executive Committee meetings unless all Executive Committee Members present vote to exclude the Minister(s) and/or Executive from a specific meeting. Approved Jan 2010 16 September 2013 Governance Manual – WSUUC – Appendix F: Committees of the Board Page 121 of 140 Finance Committee Purpose: The Finance Committee assists the Board by providing oversight of the fiscal integrity of the Church. The Finance Committee will function to: • oversee the fiscal integrity of the Church • work with the Treasurer and the Executive to assure that the financial process is sound and adequate for the needs of the Church The responsibilities of the Finance Committee include: • the budget • the audit • the endowment • determination of fidelity bond requirements for any employee of the Church who handles or has access to Church funds. The Finance Committee will be composed of: • the elected Treasurer • a chairperson, who is not the elected Treasurer, appointed by the Board • a trustee • the Executive • other individuals as required by the Finance Committee, appointed by the Board Approved Nov 2009 16 September 2013 Governance Manual – WSUUC – Appendix F: Committees of the Board Page 122 of 140 Governance Task Force Purpose: The Governance Task Force assists the Board in formulating policies, making decisions, and engaging in oversight to insure that policies serve to advance the Ends of the Board. The Governance Task Force will function by: • Reviewing the Bylaws, Policies, and other documents of the Board to insure organizational consistency • Drafting and reviewing policies regarding Executive Limitations, Governance Process, and Board / Executive Linkage and forwarding the drafts to the Board for deliberation and action • Serve as a resource to the Board in planning retreats • Undertaking an annual assessment of Board decisions as possibilities for new policy • Designing (and periodically assessing) the new Board member orientation The Governance Task Force will be composed of: • a Convener who is a Trustee appointed annually by the Board and who names the rest of the Task Force with Board approval • 2 additional trustees • up to 2 additional members who can come from the Board or the at large membership of the church Approved May 2007 16 September 2013 Governance Manual – WSUUC – Appendix F: Committees of the Board Page 123 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Appendix F: Committees of the Board Page 124 of 140 Appendix G: About the Governance Manual History of Governance Manual Development Date Nov 2001 March 2006 May 2006 Aug 2006 Sept 2006 April 24, 2007 22 May 2007 13 June 2008 2008-2009 2009-2010 2010-2011 2011-2012 2012-2013 2013-2014 Action Taken, Changes Made Major Bylaws revision to establish roles and responsibility for the Co-Ministers and the Board according to a Policy Based Governance model Creation of ad-hoc Task Forces focused on Ends and Governance in attempt to employ “Policy Governance” language. Formalization of Governance Task Force and Ends Task Force. The Governance Task Force brought the Co-Ministers into the process, for reflection and feedback. Shared experiences: Table of Contents, Glossary, Policy Disposition and Governance Task Force authorship process is shared with First Church Shaker. First presentation of new Governance Manual to West Shore Board First reading for passage of new Governance Manual. Submitted to the Board for deliberation and action by the Governance Task Force of the Board - Candace Rich, Convener; Karen Kircher and Phil Reed, Trustees; and Gary Kustis, member at-large. Formal adoption of new Governance Manual: • Vote on disposition of all existing policies • Vote to adopt Governance manual • Vote to appoint Executive - Parish Co-ministers Rev. Wayne Arnason and Rev. Kathleen Rolenz • Vote to establish a standing Governance Task Force Bylaws amended to change the Purpose and Mission Statement; create Executive Authority; reorganize Standing Committee reporting lines; and formalize the relationship between the Ministry Team and the Executive. Policies GP #3, GP #8 and MS #3 were revised by Board vote. Strategic Plan Policy was remanded to Staff. Reformatted entire document to improve Table of Contents and give each Policy its own page. Approved Policies END #1 - #6. Approved LNK #4, Appendix F: Executive Committee, Appendix F: Finance Committee; Added Preface; Removed Retained Policy B; Revised EL #2, EL #5 Approved GP#13, Appendix F: CARE Covenant Team. Removed Retained Policy A. Dissolved Committee on Ministry Approved Appendix F: Diversity Resource Team; Reviewed the ENDS of the Church with the intent of simplification in 2013-2014 • Merged END #A, #B, #C into other ENDS policies. • Remanded END #D to staff. • Policies END 2 and 4 were revised by congregational vote. Bylaws amended to clarify quorum requirements and establish emeritus membership 16 September 2013 Governance Manual – WSUUC – Appendix F: Committees of the Board Page 125 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – West Shore – Appendix I: Other Policies. Remanded to Staff Page 126 of 140 Appendix H: Other Policies 2006 Policy Packet Disposition Disposition of Current Policies by Policy Section Disposition number based on table of contents Board to Board Disposition Policy on Board of Trustees Responsibility Policy on Policies Policy Regarding Board Executive Session Confidentiality Policy Regarding Unified Representation by Trustees GP 2 and GP 3 GP 10 Board to Congregation Disposition Alcoholic Beverages Policy Remanded to Staff. Policy Discarded. Superceded by policy and financial decisions related to Building Renovation project. Listed as END Policy #A Delegated to Ends Task Force. Listed as END Policy #D Delegated to Ends Task Force. GP 13 (adopted January 2011). Building Reserve Policy CARE Covenant Child and Youth Protection Policy Conflict Management Policy Conflict of Interest Policy Endowment Policy Fine Art Policy Full Access Policy Gifts of Property Policy Memorial Gifts Policy Ministerial Candidate Sponsorship Mission of the West Shore Child Care Center Non-Smoking Policy Policy for Fundraising Policy Regarding Disruptive Behavior Strategic Plan Policy Tangible Gifts Website Privacy Policy Board to Ministers Compensation Policy for Ministers Equal Opportunity / Affirmative Action Policy Ministerial Guidelines Policy Sabbatical Leave Policy 16 September 2013 Governance Manual – WSUUC – Appendix H: Other Policies. GP 3-3 GP 1-1, GP 3-4, and GP 3-7h GP 3-2 and EL 2-4c EL 4-1e and EL 8 EL 7 and Remanded to Staff. EL 11-2 and Listed as END Policy #B Delegated to Ends Task Force. EL 7 EL 6-6 and EL 8 GP 14 GP 11 and Listed as END Policy #C Delegated to Ends Task Force. EL 6-5 LNK 4 (adopted Jan 2010) Collection of Retained Policies: Policy for Fundraising as Retained Policy B. EL 1-3a Remanded to Staff in March 2009 EL 7 Remanded to Staff. Disposition Policy Discarded. Superceded by Minister’s Agreement. EL 2-2 MS 1 MS 2 Page 127 of 140 Policies remanded to Staff (responsibility for these policies has been given to the Executive. They are included purely for historical reasons) Remanded Policy A: Alcoholic Beverages Policy When alcoholic beverages are served at any function held in the church building, an attractive alternative (non-alcoholic) beverage must always be available. Beer and wine are the alcoholic beverages which may be served. For church functions an ongoing, blanket permission may be granted by the church. Outside groups must obtain permission from the church administrator for each occasion, aside from spiritual purposed, when alcoholic beverages will be served. (Previous policies combined: May 28, 1985; October 25, 1978; March 23, 1970 Revised and adopted April 2000.) (Remanded to Staff in May 2007) 16 September 2013 Governance Manual – WSUUC – Appendix H: Other Policies, Remanded to Staff Page 128 of 140 Remanded Policy B: Fine Art Policy Fine arts such as pictures, banner, sculpture, etc. which are purchased by the church or received as gifts, become the property of the church. Authority regarding use placement, maintenance, repair, restoration, and disposition of fine arts property rests with the Fine Arts Committee in accordance with the Conflict of Interest policy. Any acquisitions proposed by the Fine Arts Committee will be submitted to the Board and voted at the next Board meeting. (Adopted November 2002) (Remanded to Staff in May 2007) 16 September 2013 Governance Manual – WSUUC – Appendix H: Other Policies, Remanded to Staff Page 129 of 140 Remanded Policy C: Website Privacy Policy This Website is owned and operated by the West Shore Unitarian Universalist Church. We recognize that visitors to our site may be concerned about the information they provide to us, and how we treat that information. This Privacy Policy addresses those concerns. This policy may be changed or updated from time to time. If you have any questions about our Privacy Policy, you can contact us at: West Shore Unitarian Universalist Church 20401 Hilliard Blvd. Rocky River, OH 44116 or send email to webmaster@wsuuc.org We are available to answer your questions or hear your concerns. The first principle of the member societies of the Unitarian Universalist Association (UUA) is that we will covenant to affirm and promote the inherent worth and dignity of every person. We believe that this principle impels us to protect the privacy of visitors to the West Shore website. Personal Information We only collect personal information from our visitors on a voluntary basis. Personal information includes but is not limited to name, address, phone number and email address. We do not require this information to obtain access to any part of our site. The personal information we collect is only used by us to process a request that has been placed by the visitor. We do not sell or rent this personal information to other organizations. West Shore may offer forum or bulletin board services. Website users should be aware that posting to a website's bulletin boards may result in their name and email address being acquired by other parties. West Shore cannot prevent this from happening, since bulletin boards are public mediums. Posts may also be accessed as the result of a web search. WSUUC also cannot prevent this from happening. Use by Children If you are under 18, be sure to obtain your parent’s or guardian’s permission before you send any personal information (for example, your name, address, email address, etc.) to us or anyone else over the Internet. We encourage parents to get involved with their children’s online usage and to be aware of the activities in which children are participating. Use of Photos We believe that the use of images of church activities and events is a valuable tool in creating an attractive, accurate and relevant on-line representation of West Shore and its 16 September 2013 Governance Manual – WSUUC – Appendix H: Other Policies, Remanded to Staff Page 130 of 140 activities. herefore, we occasionally include photographs taken by members of church activities on our website. In order to protect the privacy of West Shore members and friends, we generally do not provide personal identification information along with photographs. In cases where identification is warranted, it will only be included with the explicit permission of the person or parent of the person being photographed. If you see a photograph of yourself or your child that you prefer not be included on the site, or if you would like to insure that no photo of you or your child is used on the site, feel free to contact the webmaster. We'll make the necessary arrangements to comply with your request. All copyrights remain with the original photographer. Effort will be made to include credit to the photographer if requested by the photographer. Use of Names Occasionally the names of members and friends are mentioned on the website, particularly in articles from Shorelines or The Lifeboat. In order to protect the privacy of these individuals, personal identification information, such as images, phone number, address, or email will not be included with these names without explicit permission. The text [name withheld] will be used where a person’s name would usually appear, if someone requests that their name be removed from the website. Links to Third Party Sites This web site contains some hyperlinks to web sites operated by parties other than West Shore. These hyperlinks are provided for your reference only. West Shore does not control such web sites and is not responsible for their contents. The inclusion of hyperlinks to other web sites does not imply any endorsement of the material on these Web sites or any association with their operators. Please contact the website owners of those sites directly for any questions regarding their material. Information Accuracy West Shore Unitarian Universalist Church makes every effort to ensure that the information presented is correct and accurate. However, if inaccuracies occur, West Shore will make every effort to correct them in a timely manner. To report any web site inaccuracies or for questions about West Shore's Website Privacy Policy please email us at webmaster@wsuuc.org . (Adopted October 2004) (Remanded to Staff in May 2007) 16 September 2013 Governance Manual – WSUUC – Appendix H: Other Policies, Remanded to Staff Page 131 of 140 Remanded Policy D: END Policy #D: Child and Youth Protection Policy We, the Board of Trustees of West Shore Unitarian Universalist Church, recognize the importance of creating communities where everyone, and especially our children and youth, are safe. We recognize that religious communities are particularly vulnerable to incidents of abuse because of the high level of trust, the welcoming spirit and the strong reliance and need for volunteers, especially in children’s and youth programs. We recognize the importance in a religious community of those very factors of trust, welcome, and volunteer commitment, and the necessity to adopt procedures to guard against incidents of abuse. We further realize that institutions cannot guarantee an absolutely risk-free environment. As a people of faith, we look to our Unitarian Universalist principles to guide our policy-making. We apply our affirmation of the worth and dignity of all people and our search for justice to procedures which support our being together in community. We recognize that to adequately address the need for safe environments, it will mean making changes and sacrificing some convenience, yet we know our responsibility is to respond to the reality of our situation and to our children and youth. In this spirit, • We endorse the creation and implementation of procedures for church sponsored programs and activities, to include, o screening and selection of workers with children and youth; o supervision requirements; o transporting of children and youth; o and reporting and responding to claims of abuse. • We also charge the Director of Lifespan Faith Development and designated volunteer groups to determine appropriate procedures to promote and review this policy. Approved as END Policy #D - May 22, 2007 Remanded to Staff at Annual Meeting June 7, 2013 16 September 2013 Governance Manual – WSUUC – Appendix H: Other Policies, Remanded to Staff Page 132 of 140 Remanded Policy E: Strategic Plan Policy West Shore Unitarian Universalist Church shall operate under a strategic plan which specifies goals, responsibilities and time frames for the achievement of each aspect of the plan. The strategic plan must be approved and monitored by the Board of Trustees. (Adopted June 2000) (Remanded to Staff in March 2009) 16 September 2013 Governance Manual – WSUUC – Appendix H: Other Policies, Remanded to Staff Page 133 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Appendix H: Other Policies, Remanded to Staff Page 134 of 140 Appendix I: Other Governance Tools Governance Tool: Process Observer Instructions The Process Observer is a rotating member of the WSUUC Board of Trustees who notices and gives feedback to the Board at each meeting. This will likely be a different person at each meeting so that all may get an opportunity to focus on the process. The Process Observer will review the Board Covenant (listening respectfully and communicating effectively, etc.), as well as West Shore’s Ends statements, prior to the meeting. The Process Observer will then make notes throughout the meeting on how well the Board is abiding by that Covenant and living up to the Ends of the Church, both in terms of what is done well and what could be improved. At the end of the meeting the Process Observer gives feedback from these notes so that the Board learns what they are doing well and how they could learn to do better. The Process Observer is urged to be open and honest, as well as tactful (also following the Covenant), so that the Board will function as effectively as possible. The Process Observer participates fully in the meeting at the same time as he or she monitors the meeting. Time control • Is the group staying on task? • Are issues being over or under-discussed? • Is the group using its time efficiently and effectively? • Does the meeting drag? • Does it start and end on time? Participation • Who is speaking more? Who less? • Does the group encourage reticent members to speak up? • Do people allow others to get a word in? • Does the conversation stay on track? • Are there sidebar conversations going on? • How often does interesting but not pertinent information get on to the table? • Are decisions being made? Are they clear? Relevance Covenant & Ground-rules • Is the group honoring its Covenant? • Does everyone know how to form a proper resolution or policy? 16 September 2013 Governance Manual – WSUUC – Appendix I: Other Governance Tools Page 135 of 140 • If a member fails to observe the group's process rules, who calls her/him to account? • The President is responsible for presenting the agenda; is there opportunity to modify it? • Do other members take the lead in presenting motions or defining issues? • Do members come prepared? Are they engaged in the conversation? • Are reports timely and relevant? • Do members volunteer to address follow-up issues? • What is the tone of the meeting? Is it filled with good feeling? Or irritation? Is it relaxed? Fun? Or, heavy? • How do members interact: With respect and good will? Do they listen well and speak fairly? Or nastily? With suspicion or distrust? • Do members work toward a common goal or seem more invested in scoring points or pushing forward with their agenda? • If tension or conflict arises, how is it dealt with? • Did the Board take into consideration the impact of its actions in terms of: o Being able to give full access to all, regardless of race, color, gender, disability, sexual orientation, age or national origin? o Promoting the well-being of our children through the Child Care Center? o Striving to become an anti-racist, anti-oppressive, multi-cultural religious community? o Protecting our children and youth? Leadership Quality Ends At the end of the meeting, the participant-observer is asked to summarize what he/she noticed about the group's activity. This need not be overly long, but should be more than "things went well." As a brief illustration, the Process Observer might say something like: "We moved along well tonight, although things seemed to bog down around [issue or item]. We mostly listened to each other, but there were a few instances of cross-talk and on one occasion [name] interrupted [name]. There was a good deal of laughter, particularly after we confronted the faux pas in last month's minutes. Twice during the meeting we talked about how a couple of issues would impact our Ends: once when [name] asked about including the Allies group to come talk to us about [issue], and once when [name] pointed out that we could use more diversity in the [committee name]. The disagreements around [issue] prevented a consensus and led to some tension; however, [motion maker's name] motion kept us on track. Several members had not read their background reports and that slowed things down. We made a decision to [do something] but did not assign anyone to communicate that decision. All in all, a pretty good meeting." 16 September 2013 Governance Manual – WSUUC – Appendix I: Other Governance Tools Page 136 of 140 Note that no recommendations are being made. It is up to the group to listen and decide next time how to address any shortcomings. That said, if several meetings reveal the same kind of difficulties, the President should devote an agenda item to address them. It is good practice in longer meetings—a daylong workshop, for instance—to have a Process Observer report about mid-way, where a break might naturally occur. Rarely, but now and then, a Process Observer may want to ask the President for a moment to offer "a process observation," to pause the meeting as a way of calling the group to notice that its own behavior is not helping the group's decision making. Think of it as a kind of "time-out" to allow the group to settle and regroup as a team. Added August 30, 2011 16 September 2013 Governance Manual – WSUUC – Appendix I: Other Governance Tools Page 137 of 140 Care and Keeping of the Governance Manual General Organization: The Table of Contents information can be retrieved by right-click on TOC, "edit field". On the Field screen, find TOC in the Field names and then use "Table of Contents..." button on right. It is organized using Formats in the Word Document. For Policy purposes, APPENDIX-1 APPENDIX-2, HEADING 1, HEADING 2 are most important. The layout of the TOC is SECTION_HEADER POLICY_HEADER Thus, GLOBAL EXECUTIVE LIMITATIONS uses SECTION_HEADER and EL POLICY #1: Treatment of Congregants uses POLICY_HEADER as their base format. In the Appendixes the sequence is HEADING 1 APPENDIX 1 APPENDIX 2 Thus APPENDIX H: OTHER POLICIES uses HEADING 1; POLICIES REMANDED TO STAFF uses APPENDIX 1; Remanded Policy B: Fine Art Policy uses APPENDIX 2 Everything must start correctly with a Style Format in order to build the TOC and to make editing this thing easier and more consistent. HOW TO FORMAT A POLICY: First: Not in the Manual - printout for the Board. 1) The Body of the Policy is Arial 10. 2) Indent points for text are every half inch .5", 1", 1.5". The outline numbers appear .2" left of the indent at .3", .8", and 1.3" 3) Indent Levels are: (1.) (a.) (i.) (1.) 4) The name of the Policy uses format Italics, Bold, Arial 12 5) The Adoption/Revision statement uses Arial 10. 6) Page margins are: Top/Bottom 1". Left/Right 1.5" 7) The Header is empty 8) The footer includes three elements (this requires that each major section is a document section - found under "Page Layout -> Page Setup -> Breaks" : a) Today's date formated Day, Month, year (e.g. 23 November 2010). b) Section of the Manual (e.g. Governance Manual – WSUUC – Governance Process Policies) c) Page XX of 131. (I recommend that the XX be explicitly typed for the printout for the Board and calculated for the real manual) 9) A solid horizontal line signals an end to the text of the Policy. Second: In the Manual. 16 September 2013 Governance Manual – WSUUC – Appendix I: Other Governance Tools Page 138 of 140 POLICY 1) Create the Text - style : GLOBAL 2) After applying the GLOBAL style to the body of policies, change individual words/clauses with indents and bolds (e.g. Adoption/Revision statements). Note: Applying the GLOBAL style will remove formatting such as bullets, indents, and so forth. These must be readded. This is why I recommend that we copy/paste an existing policy with outline formating already assembled. 3) Policy title - style: POLICY_HEADER APPENDIX F 1) The name of the committee - style : APPENDIX-1 2) Body of the Policy - no style. Arial 10. Please note: The Perpetual Agenda, Rules, Bylaws, and other appendix sections often have their own formatting. That's a future bridge to cross. OVERALL PROCESS TO ADD A NEW POLICY TO THE MANUAL 1) Add the Policy Add the Policy, making sure that the page numbers are correct and everything lines up. Footers have a habit of changing their section so make sure that the Policy footer is correct. Note: Errors most often happen because the Footer Section is "Link to Previous" (under Design->Navigation) and not an independent section. 2) Record Board Vote Add accurate Adoption/Revision language to the end of the body of the policy. The date is the date of the Board Vote 3) Update Manual Date Change the 1st page to reflect the updated vote of the Board. 4) Inform our History If a policy was added or significantly revisioned, add information to APPENDIX G - The History. Note: At least annually this page should be reviewed and possibly updated to summarize the modifications throughout that Board year. Not every year gets an entry. Bylaws and Rules updates also belong here. 5) Optional: Retained Policy Handling If the policy change is a replacement of something in the Collection of Retained Policies - do all these things a. Modify the APPENDIX H: 2006 Policy Packet Disposition to reflect the new disposition with a date of Board Action. b. If the policy is remanded to Staff, move the policy from "Collection of Retained Policies" to "Policies remanded to Staff". c. If the policy is moved into EL, GP, LNK, or MS, delete the policy from "Collection of Retained Policies" unless the Board requests that the language be retained (which would require a brand new section of APPENDIX H) 6) Table of Contents Do this after everything else is accurate. Update the Table of Contents by right-clicking on the Table of Contents and selecting "Update Field". If the Title of the Policy has 16 September 2013 Governance Manual – WSUUC – Appendix I: Other Governance Tools Page 139 of 140 changed you must select "Update entire table". Otherwise you might be able to get away with "Update page numbers only" 7) Validation Confirm that the Table of Contents is okay by comparing the top sections to the paper version (ENDS, EL, GP, LNK, APPENDIXes). Check the specific changes recently made for textual accuracy and formating consistency;. 8) Printing for the Board If page numbers have not changed: Make a list of the page numbers which have changed. This list will always include the first page, part of the TOC, and the new policy. It may also include several appendixes depending on what was modified. Each page must be the ODD-EVEN pair (in that order) for manual replacement. ODD is the front, EVEN is the back. Change the List so that the first page becomes 1-2. The Policy page becomes odd-even (e.g. 65-66 for LNK Policy #8). Do this for every page in the list. Word makes printing it easy - just type the list with comma separation and make the printout two-sided 1-2,6566,... If page numbers have changed: Options a) List all pages which have changed. This list will always include the first page, part of the TOC, and the new policy. Now, list the remainder of the Manual (e.g. 66-131 for LNK Policy #8). b) Print the whole manual. Most times, this is the easiest course of action. note: This happened because we didn't leave enough buffer space. Now is the time to correct that. Go back through the Manual and look for anything that is either more than 2/3rds of a page. Also, look for anything which is currently a hot button topic that may require revision. Add space accordingly by adding a page break and creating a blank page. On that blank page copy/paste the text from another blank page and make it look consistent. 9) Creating website public copy: ALL REVISIONS HAPPEN TO BOARD COPY OF THE DOCUMENT PRIOR TO CREATING PUBLIC VERSION. Using the Board copy apply these steps in order: • • • • • Remove the content of the contracts in Appendix E. Leave the header of the section and the title Ministry Agreement as a placeholder and merge with the “This page is available on request placeholder” at the end of the Contracts section. Also remove the parenthetical. Remove the Child Center bylaws from the bylaws section in Appendix C. Leave the title of the bylaws as a placeholder and merge with the “This page is available on request placeholder” at the end of the Bylaws section. Also remove the parenthetical. If either merge causes the following section to be on an EVEN numbered page, add an intentional blank page. Regenerate the page numbers for the document in the Table of Contents. (DO NOT REGENERATE THE WHOLE TABLE). Save the document as a new file for posting to the website of the church. Added June 27, 2013 16 September 2013 Governance Manual – WSUUC – Appendix I: Other Governance Tools Page 140 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Appendix I: Other Governance Tools Page 141 of 140 This page is intentionally left blank 16 September 2013 Governance Manual – WSUUC – Appendix I: Other Governance Tools Page 142 of 140
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