[Adopted Feb. 20, 2013; amended May 17, 2013; amended Oct. 17, 2013; amended July 26, 2014; amended March 19, 2015]
Legal Authority of the Board
The legal authorities establishing the powers and responsibilities of the Board of Trustees are the corporate charter and the bylaws. In relevant part, the current corporate charter provides:
4. PURPOSE: The corporation shall have the purpose of engaging in any lawful activity in furtherance of its religious vision and mission, as discerned and articulated from time to time by its members.
5. POWERS: The corporation shall have all powers conferred upon not-for-profit corporations organized under Chapter 355 RSMo. and any successor provisions thereof, but shall exercise such powers only in fulfillment of its stated purpose. The corporation shall not be used for either business purposes or for the pecuniary gain or profit of its members, and no part of the net earnings of the corporation shall inure to the benefit of any private individual within the meaning of Section 501(c)(7) of the Internal Revenue Code.
7. MEMBERS: The corporation shall have a single class of members who shall be entitled to elect and remove members of the Board of Trustees and to adopt and amend bylaws. The Board of Trustees shall not have the power to adopt or amend bylaws.
8. BOARD OF TRUSTEES: The number and terms of Board of Trustees members shall be established by the corporation’s bylaws, but the board shall always consist of at least three persons.
9. OFFICERS: Subject to the requirements of §355.431 RSMo., the officers of the corporation shall be as provided in the bylaws.
The current bylaws provide:
Except as otherwise provided by law, the corporate charter or these bylaws, all corporate powers shall be exercised by or under the authority of the Board of Trustees, and the business and affairs of UUCC shall be managed under the direction of the board. The powers and duties of the board include but are not limited to:
A. Promoting the long-term well-being of the congregation and representing the congregation in determining and ensuring appropriate organizational performance.
B. Articulating the mission and vision of the church as periodically discerned by the congregation.
C. Adopting ends statements and a strategic plan consistent with the church’s mission and vision and annually reviewing the ends statements and strategic plan.
D. Delegating to the minister, staff and volunteers the tasks of developing and carrying out the means by which the church’s ends and strategic plan are accomplished.
E. Adopting policies for the organization and governance of the church that reflect the congregation’s values and perspectives, place appropriate constraints on the minister’s authority, and establish the boundaries of prudence and ethics within which all ministerial activities and decisions must take place.
F. Providing resources for accomplishment of the church’s ends and strategic plan and overseeing and evaluating progress toward accomplishment of the ends and strategic plan.
G. Safeguarding the property and funds of the church.
H. Reviewing the annual budget developed by the ministerial budget team, revising the budget as appropriate, and submitting the budget to the congregation for approval.
I. Reporting to the membership on the activities and financial status of UUCC.
J. Conducting all necessary business of the church not delegated to the minister.
The board’s powers and responsibilities also are subject to the provisions of the Missouri statutes governing non-profit corporations.
Policy Governance Model
UUCC operates under a “policy governance” model which enables the board to: 1) focus on large issues, 2) delegate with clarity, 3) without meddling, hold the minister, staff and volunteers accountable for achieving the church’s ends, and 4) rigorously evaluate the accomplishments of the church – in other words, to truly lead the church. Simply stated, under this model, the board develops policies and delegates to the minister the direction of the day-to-day operations of the church.
The policy governance model separates issues of the church’s ends from the means to accomplish the ends. Under this model, the board’s most important job is to articulate the church’s ends based on the church’s vision and mission as discerned by the congregation from time to time, and to demand accomplishment of the ends. The board delegates to the minister, staff and volunteers the job of developing and carrying out the means by which the ends are accomplished, and the board provides the resources for this work.
Delegation to the minister, staff and volunteers is accomplished by the adoption of policies which only limit the available means to those which do not violate the board’s standards of prudence and ethics.
Together, the accomplishment of the ends and means may be thought of as the ministry of the church.
Under the policy governance model, the second most important job of the board is continual evaluation of whether the church’s ends are being accomplished. The ends statements and board policies should carefully state the board’s expectations, which allows the board to evaluate the performance of the minister, staff and volunteers. Thus, evaluation becomes a matter of seeking an answer to the question, “Have our expectations been met?”
A policy governance board “speaks with one voice.” Dissent may be expressed during discussion before a vote, but once a matter is decided, board decisions are never to be undermined.
The Board of Trustees is ultimately responsible for seeing that the congregation’s money, property and people are kept safe and that the congregation lives in harmony with its own values. In doing so, the board exercises the powers and duties set out in the corporate charter and bylaws in accordance with the policy governance model. Thus, the board’s responsibilities are as follows:
1. Live and model shared ministry in the board’s relationships with the Minister, staff, other leaders and the congregation.
2. To act as the authoritative linkage between the membership and the minister.
3. To articulate the church’s mission, as discerned by the congregation from time to time, and to demand accomplishment of the mission.
4. To continually evaluate:
a. Whether the church’s mission is being accomplished, and,
b. In consultation with the minister, whether and when the church’s mission statement needs to be discerned anew.
5. To adopt written governing policies that realistically address the broadest levels of all organizational decisions and situations, including:
a. Governance Process: Specification of how the board conceives, carries out and monitors its own tasks.
b. Board-Management Delegation: How authority is delegated and its proper use is monitored; the minister’s role, authority and accountability.
c. Executive Limitations: Constraints on executive authority that establish the boundaries of prudence and ethics within which all executive activities and decisions must take place.
d. Ends: Description of the difference the church will make, for whom, and how. Ends policies should be re-evaluated annually.
6. To provide the human, financial and material means necessary to the accomplishment of the church’s mission and achievement of its ends.
7. To continually monitor whether means are being appropriately used to accomplish the church’s mission and achieve its ends.
8. To continually monitor compliance with executive limitations.
9. To mentor and educate board candidates and new board members to ensure they understand the board’s policy governance responsibilities and to enable them to become effective board members and church leaders as soon as possible.
10. To transact all necessary business on behalf of the church, or to delegate this responsibility subject to appropriate restrictions.
11. To ensure that contributions to the church are consistent with the mission.
12. To report to the membership on the activities and financial status of the church.
13. To review and approve the annual budget prepared by the ministerial budget team before the budget is submitted to the membership for adoption..
14. To develop, revise as necessary and follow an annual agenda to ensure that all board responsibilities are fulfilled.
Expectations of Board Members
Board members are volunteers elected for a three-year term of service. Prospective board members must undergo a criminal background check before standing for election. Board members are expected to:
1. Study this Board of Trustees Job Description.
2. Study the book Governance and Ministry: Rethinking Board Leadership by Dan Hotchkiss.
3. Become familiar with official documents such as bylaws, policies and financial reports available on the church website and circulated before board meetings.
4. Participate in board and leadership mentoring and education.
5. Check their mailboxes every time they are at church. Mailboxes are located on the bookshelves outside the minister’s office.
6. Ask questions when information is needed.
7. Prepare for board meetings by studying the agenda and related materials provided before meetings.
8. Attend and participate in board meetings as scheduled. Meetings are usually about two hours long. The board will operate under mutually agreed meeting norms.
9. Volunteer to assist in projects within the purview of the board.
10. Appropriately accept and respond to questions from church members and friends. Questions which require a board decision should be brought to the board.
11. Attend congregational meetings and special leadership sessions and retreats.
12. Serve occasionally on Sunday mornings as the board welcomer. An instruction sheet on board welcomer duties is included in the board welcomer folder on the bookshelf outside the minister’s office. A link to an online sign-up for board welcomers appears on the “Sign Up to Help” page on the church website.
13. Make a special effort to welcome guests and new members during the fellowship time after Sunday worship.
14. Participate in the stewardship campaign by serving on the Stewardship Team or serving as a steward.
15. Serve on a board committee or task force as needed.
16. Consider service as an officer of the board. Board officers, chosen by the board, are the president, president-elect, secretary and treasurer.