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Governance Manual
West Shore Unitarian Universalist Church
Last Modified by vote of the Annual Meeting – June 7, 2013
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Governance Manual
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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.
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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.
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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?
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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
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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
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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
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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.
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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.
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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
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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.
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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
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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
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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
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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
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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
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END Policy #6: Anti-Racism
WSUUC shall strive to become an anti-racist, anti-oppressive, multi-cultural religious community.
Adopted July 1, 2008
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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.
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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.
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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
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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.
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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.
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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.
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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.
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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.
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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:
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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.
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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.
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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.
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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.
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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.
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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.
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EL Policy #14: Spiritual Care
The Executive shall not fail to provide adequately for his/her spiritual care.
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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.
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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?
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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.
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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.
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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.
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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
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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.
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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.
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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
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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.
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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
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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
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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
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Global Board-Executive Linkage
The Board’s sole official connection to the operational organization, its achievements and
conduct, will be through the Executive.
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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.
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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.
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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.
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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
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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.
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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
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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)
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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.
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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.
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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.
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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
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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
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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
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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
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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
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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
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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.
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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
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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
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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
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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
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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
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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).
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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
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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
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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.
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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)
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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
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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
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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
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•
•
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.
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Amended bylaws approved: ______________________________________________________
Date
Secretary of Administrative Board: _________________________________________________
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This page is available on request from the Church Office
(placeholder for when Child Care Center Bylaws are removed for public posting)
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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
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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
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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.
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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.
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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
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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.
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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.
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Date Approved:
____________________________________
For the Church:
_____________________________________
President
Date Accepted:
____________________
By:
_____________________________________
\
Co-Minister
page is available on request from the Church Office
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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
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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
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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
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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
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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
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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
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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
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Governance Manual – West Shore – Appendix I: Other Policies. Remanded to Staff
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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
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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
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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)
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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)
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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 [email protected]
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
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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 [email protected] .
(Adopted October 2004)
(Remanded to Staff in May 2007)
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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
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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)
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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?
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•
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."
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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
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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.
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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
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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
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