INTERIM POLICIES
OF
THE BOARD OF TRUSTEES
UNITARIAN UNIVERSALIST FELLOWSHIP
OF SAN LUIS OBISPO COUNTY
Adopted
May 10, 2005
Interim Board Policies
Table of Contents
Ends 3
- Global Ends Statement 3
- Worship and Celebration 3
- Program and Activities 3
- Campus, Facility, and Support 3
Executive Limitations 4
- GLOBAL EXECUTIVE CONSTRAINT 4
- TREATMENT OF MEMBERS, FRIENDS, AND VISITORS 4
- TREATMENT OF STAFF 4
- FINANCIAL PLANNING AND BUDGETING 4
- FINANCIAL CONDITION AND ACTIVITIES 5
- ENDOWMENT AND MEMORIAL GIFT FUND EXECUTIVE LIMITATIONS 5
- EMERGENCY MINISTER SUCCESSION 6
- ASSET PROTECTION 6
Compensation and Benefits 7
- COMMUNICATIONS AND SUPPORT TO THE BOARD 7
- ENDS FOCUS OF GRANTS OR CONTRACT 8
Governance Process 8
GLOBAL GOVERNANCE COMMITMENT 8
GOVERNING STYLE 9
BOARD JOB DESCRIPTION 9
AGENDA PLANNING 10
CHAIRPERSON'S ROLE 10
BOARD MEMBERS' CODE OF CONDUCT 11
BOARD COMMITTEE PRINCIPLES 12
BOARD INTERNAL COMMUNICATIONS 12
Board External Communications 13
COST OF GOVERNANCE (NOT Proposed/WrittenYET) 13
Board-MINISTER Linkage 14
GLOBAL BOARD-MINISTER LINKAGE 14
UNITY OF CONTROL 14
ACCOUNTABILITY OF THE MINISTER 14
DELEGATION TO THE MINISTER 14
MONITORING MINISTER PERFORMANCE 15
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Ends
Global Ends Statement
The Unitarian Universalist Fellowship of San Luis Obispo County Is a diverse religious community providing a nurturing environment where individuals are encouraged in their search for truth and supported in acting on their beliefs. We welcome all who would share in our open, challenged journey.
Worship and Celebration
1. Worship experiences that offer intellectual challenge and spiritual practice.
2. Worship experiences that address diverse perspectives.
3. A strong music program.
Program and Activities
4. A comprehensive Children’s Religious Education program.
5. Shared learnings through an Adult Enrichment program.
6. Frequent scheduled social events and other large group and small group activities.
7. Frequent opportunities for exchange of ideas, hopes, and concerns within the congregation.
8. Opportunities for individuals and groups to put their beliefs into action.
9. Inclusive programs to reach those in the outer community who are underrepresented in our
Fellowship.
Campus, Facility, and Support
10. A Facility and campus to accommodate ongoing Fellowship activities and programs for adults and
children.
11. Generous financial resources to support our vision.
12. Staffing to accommodate ongoing Fellowship activities and programs.
13. Effective information interchanges between Fellowship members, Board, committee members,
staff, and Minister.
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Executive Limitations
Global Executive Constraint
The MINISTER shall not cause or allow any decision, action, condition or organizational
circumstance that is illegal, imprudent, or in violation of commonly accepted business and professional ethics.
Treatment of Members, Friends, and Visitors
With respect to interactions with members, friends and visitors of the church (hereinafter referred to as “parishioners”) the MINISTER shall not allow conditions, procedures, or decisions that are unsafe, undignified, unnecessarily intrusive, or that fail to provide appropriate care and support, confidentiality and privacy.
Treatment of Staff
With respect to the treatment of paid and volunteer staff, the MINISTER may not cause or allow conditions that are dismissive, unfair, unsafe, unprofessional or undignified.
Accordingly, he or she shall not:
1. Operate without written personnel policies that clarify personnel rules for staff, provide for effective handling of grievances, and protect against wrongful conditions such as nepotism and grossly preferential treatment for personal reasons.
2. Discriminate against any staff member.
3. Fail to apply the standards of the Church’s mission, values, and ends to interactions with staff.
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.
Accordingly, the MINISTER shall not allow budgeting that:
1. Contains too little information to enable credible projection of revenues and expenses,
separation of capital and operational items, cash flow, and disclosure of planning
assumptions.
2. Plans the expenditure in any fiscal year of more funds than are conservatively projected to be received in that period.
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Financial Condition and Activities
With respect to the actual, ongoing financial condition and activities, the MINISTER shall not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from board priorities established in Ends Policies.
Accordingly, the MINISTER shall not:
1. Indebt the church nor enter into a contract that could indebt the church in an amount
greater than (5)% of the then current year's budget in any single transaction, nor greater than (10)% of the then current year's budget in the aggregate.
2. Use any long-term reserve without approval of the Board of Trustees.
3. Conduct interfund shifting in amounts that deviate materially from the board's ends
priorities.
4. Fail to settle payroll and debts in a timely manner.
5. Allow tax payments or other government-ordered payments or fillings to be overdue or inaccurately filed.
6. Acquire, encumber, or dispose of real property.
7. Fail to appropriately pursue unpaid pledges after a reasonable amount of time.
8. Fail to aggressively pursue unpaid non-pledge receivables after a reasonable amount of time.
9. Authorize a line of credit without the approval of the Board of Trustees.
10. Fail to inform the Board before any decision is made to use unexpected and
undesignated income over the amount of $ (7500).
Endowment Fund Executive Limitations
1. In no case may the MINISTER cause to be spent Endowment funds in violation of the directives and restrictions set forth in the By-Laws or in Board policy, or in any manner not approved by the Endowment Committee.
Emergency MINISTER Succession
In order to protect the church and board from sudden loss of the executive duties of the MINISTER, the MINISTER must not fail to designate at least one other executive familiar with board and executive issues and processes. The MINISTER shall not fail to keep a manual outlining executive duties, issues, and processes for the Emergency MINISTER Successor.
Asset Protection
The MINISTER shall not allow the assets to be unprotected, inadequately maintained, or unnecessarily risked.
Accordingly, he or she may not
1. Fail to establish and implement appropriate plans and procedures for risk management safety and security.
2. Fail to report annually to the Executive Committee the status of risk management safety and security.
3. Fail to ensure against theft and casualty loss to at least 80% of replacement valued and against liability losses to board members, staff, and the organization.
4. Subject facilities, premises, and equipment to improper wear and tear or insufficient maintenance.
5. Unnecessarily expose the organization, its board, or staff to claims of liability.
6. Make any purchase (1) wherein normally prudent protection has not been given against conflict of interest; (2) of over (1)% of the annual budget without having (3)% without a stringent method of assuring the balance of long-term quality and cost.
7. Fail to protect intellectual property, information, and files from loss or significant damage.
8. Receive, process, or disperse funds under controls that are insufficient to meet the board-appointed auditor's standards.
9. Invest or hold operating capital in insecure instruments, including uninsured checking account and bonds of less the AA rating, or in non-interest-bearing accounts except where necessary to facilitate ease in operational transactions.
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10. Endanger the organization's public image or credibility, particularly in ways that would hinder its accomplishment of mission.
11. Allow unbonded personnel access to material amounts of funds.
12. Shall not fail to cause an outside evaluation of the appropriateness of our accounting methods, with report of same to the membership, according to the schedule in the by-laws.
Compensation and Benefits
With respect to employment, compensation, and benefits to employees, consultants,
contract workers, and volunteers, the MINISTER shall not cause or allow jeopardy to fiscal integrity or public image.
Accordingly, he or she may not:
1. Change his or her own compensation and benefits.
2. Promise or imply permanent or guaranteed employment.
3. Establish current compensation and benefits thatdeviate materially from the geographic or professional market for the skills employed.
4. Establish or change pension benefits so as to cause unpredictable or inequitable situations, including those that
(a) Incur unfounded 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.
Communications and Support to the Board
The MINISTER shall not permit the board to be uninformed or unsupported in its work.
Accordingly, she or he shall not:
1. Neglect to submit monitoring information required by the board in a timely, accurate,
and understandable fashion, directly addressing provisions of board polices being monitored.
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2. Let the board be unaware of relevant trends, anticipated adverse media coverage,
material external and internal changes, particularly changes in the assumptions upon
which any board policy has previously been established.
3. Fail to advise the board if, in the MINISTER’s opinion, the board is not in compliance with its own policies on Governance Process and Board-MINISTER Linkage, particularly in the case of board behavior that is detrimental to the working relationship between the board and the MINISTER.
4. Fail to marshal for the board as many staff and external points of view, issues, and options as needed for fully informed board choices.
5. Fail to provide a mechanism for official board, officer or committee communications.
6. Fail to report in a timely manner an actual or anticipated non-compliance with any policy of the board.
Ends Focus of Grants or Contract
The MINISTER may not enter into any grant or contract arrangements on behalf of the church that fail to emphasize primarily the achievement of Ends and, secondarily, the avoidance of unacceptable means.
Accordingly, the MINISTER shall not:
1. Allow grant 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.
Governance Process
Global Governance Commitment
The board of Trustees (the “Board”) of the Unitarian Universalist Fellowship of San Luis Obispo County (the “Church”) will act on behalf of the Church’s membership to promote the accomplishment of the Fellowship’s mission and prevent unacceptable activities and conditions with the Fellowship.
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Governing Style
The board will govern with an emphasis on (1) outward vision rather than internal
preoccupation, (2) encouragement of diversity in viewpoints, (3) strategic leadership more than administrative detail, (4) clear distinction of board and chief executive roles, (5) collective rather than individual decisions, (6) future rather than past or present, and (7) proactivity rather than reactivity.
Accordingly,
1. The board will cultivate a sense of group responsibility. The board, not the staff, will be responsible for excellence in governing. The board will be the initiator of policy, not
merely a reactor to staff initiatives. The board will use the expertise of individual
members to enhance the ability of the board as a body rather than to substitute
individual judgments for the board's values. The board will allow no officer, individual,
or committee of the board to hinder or be an excuse for not fulfilling boardcommitments.
2. The board will direct, control, and inspire the organization through the careful
establishment of broad written policies reflecting the board's values and perspectives
about ends to be achieved and means to be avoided. The board's major policy focus willbe on the intended long-term effects outside the organization, not on the administrative
or programmatic means of attaining those effects.
3. The board will enforce upon itself whatever discipline is needed to govern withexcellence. Discipline will apply to matters such as attendance, preparation, policymaking principles, respect of roles, and ensuring continuance of governance capability. Continual board development will include orientation of new board members in the board's governance process and periodic board discussion of process improvement.
4. The board will monitor and discuss the board's process and performance at each
meeting. Self-monitoring will include comparison of board activity and discipline to
policies in the Governance Process and Board-MINISTER Linkage categories.
Board Job Description
The job of the board is to represent the Unitarian Universalist Fellowship of San Luis Obispo County in determining and demanding appropriate organization performance.
Accordingly,
1. The board is the link between the church administration (MINISTER and staff) and the membership.
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2. The board will produce written governing policies that, at the broadest levels, address each category of organizational decision.
(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 that establish the prudence and ethics boundaries within which all executive activity and decisions must take place.
(c) Governance Process: Specification of how the board conceives, carries out, and monitors its own task.
(d) Board-MINISTER Linkage: How power is delegated and its proper use monitored; the MINISTER role, authority, and accountability.
3. The board will assure MINISTER performance against policies in 2(a) and 2(b).
Agenda Planning
The chairperson (President) shall not fail to develop and distribute a draft board agenda for comments and suggestions available two Sundays before scheduled board meetings, and a final agenda available the Sunday before board meetings, posted also on the Board bulletin board.
Chairperson's Role
As per the by-laws, the president of the congregation serves as the chairperson of the board. The chairperson assures the integrity of the board's process and, secondarily, occasionally represents the board to outside parties.
Accordingly,
1. The job result of the chairperson is that the board behaves consistently with its own rules and those legitimately imposed upon it from outside the organization.
(a) Meeting discussion content will be only those issues which, according to board
policy, clearly belong to the board to decide, not the MINISTER.
(b) Deliberation will be fair, open, and thorough but also timely, orderly, and kept to the point.
2. The authority of the chairperson consists in making decisions that fall within topics covered by board policies on Governance Process and Board-MINISTER Linkage, except where the board specifically delegates portions of this authority to others. The chairperson is authorized to use any reasonable interpretation of the provisions in these policies.
(a) The chairperson is empowered to chair board meetings, with all the commonly
accepted power of that position (for example, ruling, recognizing).
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(b) The chairperson has no authority to make decisions about policies created by the
board within Ends and Executive Limitations policy areas. Therefore, the
chairperson has no authority to supervise or direct the MINISTER.
(c) The chairperson may represent the board to outside parties in announcing board-stated positions and in stating chair decisions and interpretations within the area delegated to her or him.
(d) The chairperson may delegate this authority but remains accountable for its use.
Board Members' Code of Conduct
The board commits itself and its members to ethical, businesslike, and lawful conduct,
including proper use of authority and appropriate decorum when acting as board members.
Accordingly,
1. Members must represent unconflicted loyalty to the interests of the membership. This
accountability supersedes any conflicting loyalty such as that to advocacy or interest
groups and membership on other boards or staffs. It also supersedes the personal
interest of any board member acting as a consumer of the church’s services.
2. Members must avoid 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 (MINISTER and staff) except procedurally controlled to assure openness, competitive opportunity, and
equal access to inside information.
(b) When the board is to decide upon an issue about which a 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.
(c) Board members must not use their positions to obtain church employment for
themselves, family members, or close associates. Should a member desire employment, he or she must first resign from the board.
(d) Members will annually disclose their involvements with other organizations, with
vendors, or any other associations that might produce a conflict.
3. Board members may not attempt to exercise individual authority over the organization except as explicitly set forth in board policies.
(a) Members' interaction with the MINISTER or with staff must recognize the lack of
authority vested in individuals except when explicitly board-authorized.
(b) Members' interactions with public, press, or other 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.
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(c) Members will give no consequence or voice to individual judgments of MINISTER or staff performance.
4. Members will respect the confidentiality appropriate to issues of a sensitive nature.
Board Committee Principles
Board committees, when used, will be assigned so as to reinforce the wholeness of the board's job and so as never to interfere with delegation from board to MINISTER.
Accordingly,
1. Board committees are to help the board do its job, never 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 dealings with current staff operations.
2. Board committees may not speak or act for the board except when formally given such authority by board action or controlling documents of the church for specific and time limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the MINISTER.
3. Board committees cannot exercise authority over staff. Because the MINISTER works for the full board, he or she will not be required to obtain approval of a board committee before an executive action.
4. Board committees are to avoid over-identification with organizational parts rather than the whole. Therefore a board committee that has helped the board create policy on some topic will not be used to monitor organizational performance on that same topic.
5. Committees will be used sparingly and ordinarily in an ad hoc capacity.
6. This policy applies to any group that is formed by board action, whether or not it is called a committee and regardless whether the group includes board members. It does not apply to committees formed under the authority of the MINISTER.
Board Internal Communications
Communications from board leadership to board members and among board members will be clear and expedient. Care will be taken to ensure that board members are not excluded or disadvantaged by internal communications policies.
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Accordingly,
1. Email/Mail communications
(a) The board will maintain an email list to facilitate easy distribution of information via email.
(b) Copies of non-confidential e-mails shall be forwarded to a designated staff member for placement in the box of any board member not utilizing e-mail. For confidential matters the board member shall be contacted by phone.
(c) E-mail voting shall only be used in emergencies. The original e-mail shall be initiated by the president, stating the questioned describing how non-responses will be counted. Final results of e-mail polling shall be reported to all board members immediately upon completion.
(d) No topic shall be addressed by e-mail that has not already been addressed in a face-to-face meeting of the board.
2. Document Management
Board External Communications
Communications from board leadership to members and friends of the Fellowship will be clear and expedient.
Accordingly,
1. The most recently approved board minutes shall be promptly posted on the Board bulletin board.
2. Previously approved board minutes shall be maintained in a binder, readily available to members and friends, by the corporate secretary.
Cost of Governance(Not Written Yet)
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Board-MINISTER Linkage
Global Board-MINISTER Linkage
The Board will link governance and management functions through the Executive
Committee
.
Unity of Control
Only decisions of the Board acting as a body are binding on the MINISTER.
Accordingly,
1. Decisions or instructions of individual Board members, officers, or committees are not binding on the MINISTER except in rare instances when the Board has specifically authorized such exercise of authority.
2. In the case of Board members or committees requesting information or assistance
without Board authorization, the MINISTER can refuse such requests that require, in the MINISTER's opinion, a material amount of staff time or funds, or are disruptive.
Accountability of the MINISTER
The MINISTER is the Board's primary link to operational achievement and conduct, so that all authority and accountability of staff, as far as the Board is concerned, is considered the authority and accountability of the MINISTER.
Accordingly:
1. The Board will never give instructions to persons who report directly or indirectly to the MINISTER.
2. The Board will view MINISTER performance as identical to organizational performance, so that organizational accomplishment of Board-stated Ends and avoidance of Board-prohibited means will be viewed as successful MINISTER performance.
Delegation to the MINISTER
The Board will delegate authority to the MINISTER through written policies that prescribe the organizational Ends to be achieved and describe organizational situations and actions to be avoided, allowing the MINISTER to use any reasonable interpretation of these policies.
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Accordingly,
1. The Board will develop policies instructing the MINISTER to achieve certain results, for certain recipients, at a specified cost. These policies will be developed systematically
from the broadest, most general level to more defined levels, and will be called Ends
policies.
2. The Board will develop policies that limit the latitude the MINISTER may exercise in
choosing the organizational means. These policies will be developed systematically
from the broadest, most general level to more defined levels, and they will be called
Executive Limitations policies.
3. As long as the MINISTER uses any reasonable interpretation of the Board's Ends and
Executive Limitations policies, the MINISTER is authorized to establish any further policies, make any decisions, take any actions, establish any practices, and develop any
activities.
4. The Board may change its Ends and Executive Limitations policies, thereby shifting the boundary between Board and MINISTER domains. By doing so, the Board changes the latitude of choice given to the MINISTER. But as long as any particular delegation to the MINISTER is in place, the Board will respect and support the MINISTER's choices.
Monitoring MINISTER Performance
Systematic and rigorous monitoring of MINISTER job performance will be solely against the only expected MINISTER job outputs: organizational accomplishment of Board policies on Ends and organizational operation within the boundaries established on Executive Limitations.
Accordingly,
1. Monitoring is simply to determine the degree to which Board policies are being met. No other data will be considered monitoring data.
2. The Board will acquire monitoring data by one or more of three methods: (a) by internal report, in which the MINISTER discloses compliance information to the Board, (b) by external report, in which an external, disinterested third party selected by the Board assesses compliance with Board policies, and (c) by direct Board inspection, in which a designated member or members of the Board assess compliance with the appropriate policy criteria.
3. In every case, the standard for compliance shall be any reasonable MINISTER interpretation of the Board policy being monitored.
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4. All policies that instruct the MINISTER 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.
(The following sample schedule was proposed by the First Unitarian Church of Dallas to be completed in their congregation once Ends and Executive Limitations were been established and is being provided for information only.)
Policy Method Frequency
Treatment of consumers Internal Annually
Treatment of staff Internal Annually
Financial planning and budgeting Internal Quarterly
Financial condition and activities Internal Quarterly
External Annually
Emergency MINISTER succession Internal Annually
Compensation and benefits Internal Annually
External Biannually
Communication and support Direct inspection Annually
