Governance Process Policy

[Adopted April 17, 2013; amended July 26, 2014]

[Note: Asterisks denote the need for future policy, bylaws or procedure development.]

GP 1.1 Global Governance Process Policy. The Board of Trustees of the Unitarian Universalist Church of Columbia shall govern through set policies and shall act on behalf of the congregation to further the congregation’s mission and chosen Ends.

GP 1.2 Governing Style. The Board shall govern in compliance with applicable federal and state laws and regulations and UUCC’s corporate charter and bylaws and shall observe the principles of good governance, with an emphasis on:

(a) outward vision rather than internal preoccupation,

(b) encouragement of diversity in viewpoints,

(c) strategic leadership more than administrative detail,

(d) clear distinction of Board and executive roles,

(e) collective rather than individual decisions,

(f) the future rather than the past or present,

(g) pro-activity rather than reactivity, and

(h) the Seven Unitarian Universalist Principles.

GP 1.2.1 The Board shall cultivate a sense of group responsibility. The Board, not the staff, shall be responsible for excellence in governing. The Board shall initiate policy and not merely react to staff initiatives. The Board shall not allow the expertise of individual members to substitute for the judgment of the Board, although the expertise of each individual member may be used to enhance the understanding of the Board as a body.

GP 1.2.2 The Board shall direct and inspire the organization through the careful establishment of broad written policies reflecting the congregation’s values and perspectives. The Board’s major policy focus shall be on the intended long-term impacts outside the staff organization, not on the administrative or programmatic means of attaining those effects.

GP 1.2.3 The Board shall enforce upon itself the discipline needed to govern with excellence. Discipline shall apply to such matters as attendance, preparation for meetings, policymaking principles, and respect of roles. Although the Board can change its Governance Process policies at any time, it shall scrupulously observe those currently in force.

GP 1.2.4 Continual Board development shall include orientation of new Board members in the Board’s governance process and periodic Board discussion of process improvement.*

GP 1.2.5 The Board shall not permit the action or inaction of any officer, individual, or committee or task force of the Board to hinder the fulfillment of Board obligations or serve as an excuse for not fulfilling Board obligations.

GP 1.2.6 The Board shall monitor and discuss the Board’s process and performance at each meeting. Self-monitoring shall include comparison of Board activity and discipline to policies in the Governance Process and Board-Management Delegation categories.*

GP 1.3 Board Job Description. The Board is elected to represent the congregation in determining and ensuring appropriate organizational performance. Specific responsibilities of the Board include:

(a) Providing authoritative linkage between the Congregation and the Minister (Executive).

(b) Creating and monitoring written governing policies* that realistically address the broadest levels of all organizational decisions and situations, including:

Governance Process: Specification of how the Board conceives, carries out, and monitors its own tasks.

Board-Management Delegation: How authority is delegated and its proper use monitored; the Minister’s role, authority, and accountability.

Executive Limitations: Constraints on executive authority that establish the boundaries of prudence and ethics within which all executive activities and decisions must take place.

Ends: What difference UUCC shall make, for whom, and at what cost.

(c) Assuring successful organizational performance related to Ends and Executive Limitations.

GP 1.3.1 To accomplish its work, the Board shall follow an agenda that

(a) completes a re-exploration of Ends policies annually, and

(b) continually improves Board performance through Board education and informed deliberation.*

GP 1.4 Board Officers’ Roles. The officers of the Board shall be the President, President-Elect, Secretary, and Treasurer. These officers are elected annually by the Board for one-year terms. The President-Elect, Secretary and Treasurer are elected by the current members of the board. The incoming President is the President-Elect elected by the previous board.

GP 1.4.1 President’s Role. Under these Governance Policies, the president is specifically empowered to ensure the integrity of the Board’s process and represent the Board to outside parties. The president’s role is further defined in UUCC’s bylaws as follows: The president shall be the principal executive officer of UUCC and shall in general supervise the business and affairs of the UUCC except matters delegated by the board to the minister and others. The president shall preside at all meetings of the members and of the board. The president may sign, with the secretary or treasurer or any other officer authorized by the board, any deeds, mortgages, bonds, contracts, or other instruments that the board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board, or by these bylaws, to some other officer or agent of UUCC, or is required by law to be otherwise signed or executed. The president shall perform other duties assigned by the board or the Executive Committee.

GP The President ensures the Board acts consistently with its own processes and those rules legitimately imposed upon it from outside the organization.

(a) Meeting discussion content shall consist solely of issues that clearly belong to the Board to decide or to monitor according to Board policy.

(b) Information unnecessary for Board decisions or for monitoring performance shall be avoided or minimized and always noted as such.

(c) Deliberation shall be fair, open, and thorough, but also timely, orderly, and kept to the point.

GP The President has authority to interpret and apply Board policies on Governance Process and Board-Management Delegation, with the exception of:

(a) employment or termination of the Minister, and

(b) areas in which the Board specifically delegates portions of this authority to others. The President is authorized to use any reasonable interpretation of the provisions in these policies.

GP The President is empowered to chair Board meetings with all the commonly accepted powers of a presiding officer, such as ruling on procedure and recognizing speakers.

GP The President has no authority to make decisions about policies created by the Board within Ends and Executive Limitations policy areas. Therefore, the President, as an individual, has no authority to supervise or direct the Minister.

GP The President may represent the Board to outside parties in announcing Board-stated positions and in stating the President’s own decisions and interpretations within the policy areas delegated to the President.

GP The President may delegate the authority of this office to another Board member but remains accountable for its use.

GP 1.4.2 President-elect’s Role. Pursuant to the bylaws, the role of the President-elect is:

(a) To perform the role of the President in the President’s absence.

(b) To perform such other duties as are assigned by the President, the Board or the Executive Committee.

(c) The President-elect assumes the presidency upon the completion of the President’s term of office.

GP 1.4.3 Secretary’s Role. Under these policies the role of the Secretary is to ensure the integrity of the board’s documents. The secretary’s role is further defined in the bylaws and state statutes as follows:

The Secretary shall:

(a) keep the minutes of the meetings of the Congregation and of the Board;

(b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law;

(c) be custodian of the corporate records;

(d) keep a register of the post office address of each member;

(e) perform all duties incident to the office of Secretary and such other duties assigned by the President, by the Board, or by the Executive Committee; and

(f) authenticate corporate documents.

GP The assigned result of the secretary’s job is to ensure all Board documents and filings are accurate and timely, using the following guidelines:

GP Policies shall be kept current in their reflection of Board decisions. Decisions upon which no subsequent decisions are to be based, such as consent agenda decisions, motions to adjourn, and staff or Board member recognitions, need not be placed in policy.

GP Bylaws provisions necessary for legal compliance and for consistency with the principles of good governance (GP 1.2) shall be made known to the Board.

GP 1.4.4 Treasurer’s Role. Under these policies the Treasurer leads the Board oversight of the financial integrity of the congregation. The Treasurer’s role is further defined in the bylaws as follows: The Treasurer shall be responsible for all funds and securities of the UUCC, and shall perform all the duties incident to the office of Treasurer and such other duties assigned by the President, the Board, or the Executive Committee. In the oversight role, the Treasurer:

(a) Is authorized, along with others designated by board resolution from time to time, to sign checks and financial documents.

(b) As lead officer in the performance of the Board’s financial oversight role, acts as the primary liaison with the Board’s financial committees and with the Executive (or Executive’s designee) on financial matters. In the oversight role, the Treasurer obtains and analyzes information from the Executive and the financial committees to provide regular and as-needed reports to the Board on the church’s financial status and trends, fund balances, and other financial matters that warrant the Board’s attention, and arranges for regular or as-needed written or in-person reports from the financial committees to the Board.

(c) Monitors development of the annual budget.

(d) Facilitates Board monitoring of compliance with policies concerning the administration of UUCC’s finances.

(e) Assists the Board in creating and periodically reviewing financial policies, including Executive Limitations.

(f) Subject to any limitations that may be imposed by the Board, has direct access to UUCC’s financial records.

(g) Facilitates periodic audits of UUCC’s finances, including a professional (outside) audit every five years.

(h) Obtains information from the Executive to fulfill the Board’s obligation under the bylaws to report to the membership on the congregation’s financial status.

GP The Board may appoint committees to assist the Board in its oversight of the congregation’s finances. These committees are charged with nurturing the financial wellbeing of UUCC by ensuring its financial assets are managed responsibly, according to accepted financial practices, and in harmony with our values. The committees work closely with the Treasurer and the Executive or the Executive’s designee, and report to the Board of Trustees quarterly.

GP 1.5 Board Members’ Code of Conduct. The Board commits itself and its members to ethical, efficient, and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members.

GP 1.5.1 Members must demonstrate loyalty to UUCC and avoid conflicts resulting from loyalties to staff, other organizations, or any personal interest as congregants.

GP 1.5.2 Members must avoid conflicts of interest with respect to their fiduciary responsibility.

GP There shall be no self-dealing or business transactions by a member with the organization. Members shall annually disclose their involvement with other organizations or vendors and any other associations that might be reasonably seen as representing a conflict of interest.*

GP When the Board is to decide upon an issue about which a member has an unavoidable conflict of interest, that member shall state the nature of the conflict and shall not participate in the discussion or vote on the issue.

GP Board members shall not use their Board position to obtain employment in the organization for themselves, family members, or close associates. A Board member who applies for employment must first resign from the Board.

GP No person may serve as a trustee at the same time as a spouse or domestic partner, or natural or adoptive parent, sibling or child also is serving as a trustee.

GP 1.5.3 Board members may not attempt to exercise individual authority over the organization.

GP When interacting with the minister or staff, Board members must recognize the lack of authority vested in individuals except as explicitly authorized by the Board.

GP When interacting with the congregation, public, the news media or other entities, Board members must recognize the same limitation and the inability of any Board member to speak for the Board except to repeat explicitly stated Board decisions.

GP Except for participation in Board deliberation about whether the Minister, staff and volunteers have achieved Board stated priorities (Ends), adhered to Executive Limitations and otherwise complied with Board policies, Board members shall not express individual judgments of overall performance of the Minister, staff and volunteers.

GP 1.5.4 Board members shall respect the confidentiality appropriate to issues of a sensitive nature.

GP 1.5.5 Board members shall be properly prepared for Board deliberation.

GP 1.5.6 Board members shall support the legitimacy and authority of the final determination of the Board on any matter, without regard to the member’s personal position on the issue.

GP 1.5.7 Board members shall demonstrate a spirit of generosity and leadership through meaningful regular financial contributions to UUCC.

GP 1.6 Board Committee and Task Force Principles. Standing committees and temporary task forces may be established by the Board for specific purposes. Committees and task forces shall be used solely to assist the Board in carrying out its responsibilities and shall not alter or interfere with communications and delegation from the Board to the Executive. This policy applies to any group that is formed by Board action, whether or not it is called a committee or task force and regardless of whether the group includes Board members.

GP 1.6.1 Standing committees shall be established for ongoing functions and shall continue in existence until formally terminated by the Board. Temporary task forces shall be established for specific purposes or projects and shall automatically be deemed terminated when the specific purpose or project has been accomplished.

GP 1.6.2 Board committees and task forces may not speak or act for the Board except when formally given such authority for specific and time-limited purposes. Expectations and authority shall be carefully written to prevent conflict with authority delegated to the Minister.

GP 1.6.3 Board committees and task forces may not exercise authority over staff. The Minister works for the full Board, and shall therefore not be required to obtain the approval of a Board committee or task force before taking an executive action.

GP 1.6.4 Board members assigned to committees or task forces shall participate as members of the committees or task forces on the same basis as the other members.

GP 1.6.5 Committees and task forces shall report as directed by the Board.

GP 1.7 Cost of Governance. Because poor governance costs more than learning to govern well, the Board shall invest in its governance capacity.

GP 1.7.1 Board skills, methods, and supports shall be sufficient to ensure governing with excellence.

GP Training and retraining shall be conducted regularly to orient new Board members and Board candidates, as well as to maintain and increase existing members’ skills and understandings.*

GP Outside monitoring assistance may be arranged so that the Board can exercise confident control over organizational performance. This includes but is not limited to financial auditing.*

GP Outreach mechanisms shall be used as needed to ensure the Board’s ability to listen to congregant viewpoints and values.*