The Governance Committee (formerly known as the Policy Evaluation Committee) is a standing committee of the Board of Trustees and is responsible for:
- Reviewing Executive Team reports,
- Conducting the annual review of the ministry as called for in the church’s bylaws,
- Ensuring that the Administration of the church is externally reviewed periodically,
- Conducting an annual self evaluation of the Board, and
- The periodic review of the Bylaws and Governing Policies
For a more detailed description of Governance Committee responsibilities, please see the current Governing Policies, Section 4.
2017-2018 Governance Committee Membership:
- Cindy Cumfer (chair)
- Andy Parker
- Randy Russell
- Matt Swafford
Proposed Changes to Board Governing Policies (Fall/Winter 2017/8)
Governance under the First Unitarian Church is articulated under a set of Bylaws and Governing Policies. Changes to Bylaws require approval of both Church members and the Board of Trustees; Governing Policies may be modified by the Board of Trustees. For the last two years, the Board has been focused on reviewing the Governing Policies in an effort to make them more efficient and aligned with the Church’s mission. Consistent with this commitment the Board included as one of its 5-year goals adopted the spring of 2016 to “Focus on collaborative governance, revising policies for clarity and brevity and creating linkages between the Congregation, the Board, and the Executive Team.”
The Board requested that the Policy Evaluation Committee (now known as the Governance Committee) to review and recommend changes. In addition to the Governance Committee’s work, sections of the Governing Policies focused on financial matters were reviewed by the Church’s Finance Committee. Links to the latest drafts of these committee-recommended Governing Policies (Policies) may be found below.
The Boards schedule for review and adoption of these proposed Policies includes:
- a forum open to congregants on February 25, 2018 (after second service); and
- Board review and vote on changes by the Board at its March 1, 2018 meeting.
The Board requests that Congregants who have written comments or questions on the proposed Policies submit them by February 19, 2018. Please note that for any meetings, congregants are encouraged to check the latest date, time, and meeting location on the Church’s website calendar.
- Proposed Board Governing Policies 1/28/2018 (clean version)
- Proposed Board Governing Policies 1/28/2018 (redlined to existing 2014 policies)
Overview of the Proposed Changes
The need to revise the Governing Policies (Policies) arises for several reasons. The Board found the policies difficult to understand in relationship to how it exercised oversight over the administration of the church and sought to simplify and reduce the number of policies. The Governance Committee’s review focused primarily on Parts 1 through 3 (along with appendices associated with these parts or sections) that pertained to the Board/Executive Team relationship, rather than how the Board managed itself (Part 4) or the role of members (Part 5).
The Board Governance Committee met monthly for more than two years and its meetings were open to church members, some of whom attended and participated. The Board Finance Committee also reviewed portions of the related management limitations on financial planning and budgeting, mostly contained in Part 3. In parallel to the work of the Board committees, the Board conducted congregational outreach, including forums held on held on February 5, 2016, June 4, 2017, and November 5, 2017. At these forums, the need for greater clarity on how our church is governed was expressed. After extensive discussion, the Governance Committee concluded that the essential concepts of policy-based governance are sound and are retained in the Policies:
- The Executive Team (the Senior Minister and those the Senior Minister appoints to manage the church), not the Board, is best equipped to manage the operations of the church.
- The Board should govern by written Policies, which provide clarity and transparency to the Board, Executive Team and church members about how church governance operates.
The Governance Committee found that the Policies are confusing in part because they are based on a fairly complicated model that requires the Board to create “ends” policies in all of the areas in which it wants to oversee executive operations. The board is supposed to develop “ends” policies that go from the most general level to more defined levels. The “ends” reflect the organization’s mission and values. The Executive Team can take any action as long as it uses reasonable interpretations of the church’s mission and “Management Limitations” policies established by the board. Under this model, the Executive Team has complete freedom within those parameters to carry out the ends. The board monitors the policies by having the Executive Team show that it has operated in compliance with its policies.
Many board members found this “ends-driven” model confusing, hard-to-understand, and unworkable for a number of reasons, some of which are:
- Because the model requires that the Board create the “ends” policies in advance and allows the Executive Team complete freedom within the parameters set by the Board (2014 Policy 2.3), the model supposes that the Board can anticipate every circumstance in which it should have oversight and detail it in the policies. This has led to overly-detailed policies as the Board tries to “cover all the bases,” but which still don’t anticipate every circumstance in which the board may want oversight, because the Board cannot foresee the future.
- Because the Board did not hire the Senior Minister or Executive Team, the Board needs to rely on other means to assure the Executive Team’s competency. The Governance Committee agreed that the Senior Minister should choose their own Executive Team, but this means that conscientious Board members may be uncertain about how diligent they should be in setting policies and providing oversight. This has led to detailed policies nested in general “ends” statements so that the Board can be reassured that it is performing its fiduciary duties. (See, e.g., 2014 Policy 3.3.1.)
- The bylaws provide that the relationship between the Executive Team and the Board is a collaborative relationship but the policies don’t contain that provision.
The proposed Policies address these challenges and others by making these changes:
- The Policies continue the policy that the Board oversees the management of the church to determine the progress made toward the church’s mission and to ensure that the Board’s policies are being observed. Because the Board cannot foresee the future, it eliminates the provisions that limit the Board’s role to evaluations based on whether the Policies are met. The Policies add a monthly Executive Team report (not in the 2014 policies but which the current Executive Team has been providing) that alerts the board to current executive actions in the church and offers an opportunity for board members to comment on major items as they develop. (Policy 2.5.1)
- The Policies provide for considerable oversight by the Board, including the addition of monthly Executive Team reports referred to above, and, as an aid to the Board, put these oversight mechanisms in one place in the Policies (Policy 2.5.1).
- A revised policy empowers the Board to act in the event of critical threats to the church. (Policy 2.5.2)
- The Policies update the extensive Board financial policies of Policy 3.3.
- In order for the Board to have assurance that the Executive Team is competent to manage the administration of the church, the Board added a new policy which will have an outside consultant assist it in determining competency at such time as the Executive Team is formed (when a new minister comes in) or when the Executive Team changes personnel. (Policy 2.2.)
- The Policies follow the bylaws in explicitly recognizing that our governance structure is based on a covenantal, collaborative relationship between the Board and the Senior Minister, with the Senior Minister delegating administration of the church to an Executive Team. The parties work together in a spirit of collaboration, not suspicion. (Policy 2.1.)
The Policies also improve the linkage with the congregation by clarifying that the Communications Committee will use a variety of forums to engage in two-way communication with church members on issues of importance to church members. The Board has already instituted this practice. (Policy 4.10.3.)
The proposed Policies also make a number of other miscellaneous updates and simplifications to the policies.[last updated on January 28, 2018]