UCH Policy on Board Limitations 

The Board of Trustees (the “Board”) of the Unitarian Church of Hinsdale (the “Church”) is charged with acting in a fiduciary capacity on behalf of the congregation’s members to promote the achievement of the Church’s mission. The Board is responsible for establishing the vision and strategic direction of the Church and for guiding the development of policies, programs, and services to fulfill the Church’s strategic goals.

 

Board Job Description

Between meetings of the members, the Board is empowered to act for the Church. The job of the Board is to make contributions that lead the congregation toward the desired performance and to ensure that such performance occurs.

 

The Board’s specific contributions are unique to its trusteeship role and necessary for proper governance and management. These contributions include:

 

1. Working collaboratively to accomplish the goals and objectives of the congregation.

2. Writing governing policies that, at the broadest levels, address:

a. Ends: Organizational products, impacts, benefits, outcomes (what good for whom at what cost).

b. Executive limitations: Constraints on ministerial authority that establish prudent and ethical boundaries within which the acceptable arena of executive activity, decisions, and organizational circumstances lies.

c. Governance process: Specification of how the Board conceives, carries out, and monitors its own task.

d. Board – minister relationship: How power is delegated and its proper use monitored.

3. Reviewing and assessing the church’s financial and other assets.

4. Monitoring and evaluating the Minister’s performance in accordance with policies 2.a., 2.b., and 2.d. above.

 

Governing Style

The Board will approach its task with a style that emphasizes strategic leadership rather than administrative detail, clear distinction between Board and staff roles, orientation to the future rather than the past or present, and proactivity rather than reactivity. In this spirit, the Board will:

 

1. Focus chiefly on intended long-term impacts or ends, not on the administrative or programmatic means of attaining those effects.

2. Guide and inspire the organization through the careful establishment of broad, written governing policies reflecting the Church’s values and the Board’s perspectives about ends to be achieved.

3. Enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation, policymaking principles, respect for defined roles, and ensuring continuance of governance capability. The Board, not the staff, will be responsible for Board performance.

4. After subjects have been discussed and voted upon, support the action(s) taken and speak with one voice.

5. Be accountable to the congregation for competent, conscientious, and effective accomplishment of its obligations as a body.

6. Monitor and regularly discuss its own process and performance.

7. Be an initiator of policy, not merely a reactor to staff initiatives.

 

The Board may establish committees to help carry out its responsibilities. Among other assignments, committees may assist the Board by preparing policy alternatives and implications for Board discussion. Board committees may not speak or act for the Board except when formally given such authority for specific purposes.

 

President’s Role

The President of the Church shall act as chairperson of the Board and shall preside at all meetings of the Board in addition to all annual and special meetings of the congregation. The Vice President shall perform the duties of the President whenever the President is unable to do so.

 

The President ensures the integrity of the Board’s process, typically represents the Board to members and outside parties, presides at meetings of the Board and of the Church membership, and fulfills such other duties or responsibilities as the Board or Church may assign. Accordingly:

 

1. The job of the President is to ensure that the Board behaves consistently with its own rules.

a. Meeting discussion will be limited to those issues that, according to Church policy, clearly belong to the Board to decide, not to the Minister.

b. Deliberation will be timely, fair, orderly, and thorough, but also efficient, time- limited, and kept to the point.

c. Robert’s Rules of Order will be observed, except where the Board has explicitly superseded them.

2. The President has the authority to make decisions on behalf of the Board that fall within or are consistent with Board policies on Board Limitations and on Board – Minister Relationship.

3. The President is empowered to chair Board meetings, with all the commonly accepted power of that position (e.g., ruling, recognizing).

4. The President’s authority does not extend to supervising or otherwise directing the Minister.

 

Board Code of Conduct

The Board expects ethical and businesslike conduct of itself and its members. This commitment includes proper use of authority and appropriate decorum in group and individual behavior when acting as Board members. In that spirit:

 

1. Trustees must represent unconflicted loyalty to the interests of the Church. This accountability supersedes any conflicting loyalty such as loyalty to advocacy or interest groups or membership on other boards or staffs. This accountability also supersedes the personal interest of any trustee acting as an individual church member.

2. Trustees must avoid any conflict of interest with respect to their fiduciary responsibility. Taking into consideration individual circumstances involving a contract or transaction, the Board may waive the conflict of interest if:

a. the interested trustee makes full disclosure to the Board of the specific terms of the contract or transaction;

b. the Board determines that the contract or transaction is fair, reasonable, and in the best interest of the Church; and

c. the Board agrees to waive the conflict by a majority vote of trustees present at a meeting of the Board (not counting the interested trustee).

The interested trustee may be present during the Board’s discussion of the conflict to answer questions raised by any trustee, but may not be present during the Board’s vote. The minutes of the Board meeting shall clearly reflect that the requirements above have been met.

3. There must be no self-dealing and no conduct of private business or personal services between any trustee and any organization with which the Church is doing business except as procedurally controlled to ensure openness, competitive opportunity, and equal access to “inside” information.

4. Trustees must not use their positions to obtain employment for themselves, family members, or close associates within any organization with which the Church is doing business. Should a trustee be considered for employment by an organization with which the Church is doing business, the trustee must temporarily withdraw from Board deliberation, voting, and access to applicable Board information.

5. Should a trustee be employed by or act as a paid consultant to any organization with which the Church is doing business, the trustee must resign from Board service.

6. Written policies, adopted by majority vote of the Board, shall exercise authority over the organization. Individual trustees may not attempt to exercise authority over the organization. The Board will speak with one voice through its adopted policies.

7. Trustees’ interaction with the Minister or staff must recognize the lack of authority residing in any individual trustee or subgroup of trustees (circle, committee, task force, ministry team). Trustees’ interaction with the public, press, or other entities must recognize the same limitation and the similar inability of any trustee except the chair to speak for the Board.

8. Individual trustees will make no judgments of Minister or staff performance except as that performance is assessed against explicit Board policies by a formal evaluation process.

9. Trustees are encouraged to continually self-monitor their individual performance against Church policies, against the qualifications delineated in the current trustee position description, and against any other current Board evaluation tools.

10. Board members will not delegate to staff other than the Minister.

 

Adopted November 2013

UCH Policy on Board—Minister Relationship
Approved by the Board of Trustees March 24, 2015

General Statement

The Board and the Minister will link governance and management functions through the Board meetings. Between meetings, linkage shall be maintained through dialogue between the Minister and the Board President, or their designees.

 

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 that are disruptive.

 

Accountability of Minister

The Minister is the Board’s principal link to Church operations. Accordingly, all authority and accountability of volunteer and paid staff (including nonemployee consultants) are considered by the Board to be the authority and accountability of the Minister.

 

1. The Board will not give instructions to persons who report, directly or indirectly, to the Minister.

2. The Board will refrain from evaluating, either formally or informally, any staff other than the Minister.

3. Organizational accomplishment of Board-stated Ends [Priorities] and avoidance of Board-proscribed Means will be viewed as successful ministerial performance.

 

Delegation to Minister

The Board’s job is generally confined to establishing top-level policies consistent with the Church’s mission, leaving implementation and procedure development to the Minister. Accordingly, the Board will collaborate with the Minister to create written policies that prescribe the organizational Ends [Priorities] to be achieved and proscribe Means to be avoided, allowing the Minister to use any reasonable interpretation of these policies.

 

Monitoring Minister Performance

Monitoring ministerial performance is synonymous with monitoring organizational performance against Board policies on Ends [Priorities] and on Executive (Ministerial) 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. The purpose of monitoring is simply to determine the degree to which Board policies are being fulfilled.

 

UCH Policy on Executive (Ministerial) Limitations
Approved by the Board of Trustees April 8, 2014

General Constraint Statement

The Minister shall not cause or allow any practice, activity, decision, or organizational circumstance that is in violation of our Unitarian Universalist principles, in violation of our Bylaws, in violation of our Ends [Priorities], in violation of commonly accepted business and professional ethics, imprudent, or in violation of any laws. In case of conflict among the above limitations, the Minister shall abide by them in the order listed and inform the Board.

 

Treatment of Members, Friends, and Visitors

With respect to interactions with members, friends, and visitors of the congregation, 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 staff and volunteers, the Minister may not cause or allow conditions that are unfair or undignified or that fail to apply the standards of the Church’s Mission and Ends [Priorities] and Unitarian Universalist principles.

 

The Minister shall not:

 

1. Discriminate against existing or potential staff on the basis of race, creed, ethnicity, national origin, gender, physical disability, marital status, sexual orientation, or gender characteristics, identity, or expression.

2. Subject staff or volunteers to unsafe or unhealthy conditions.

3. Fail to establish commonly accepted safe-congregation policies and a disruptive-persons policy.

4. Fail to post in a prominent place current, established, internal complaint procedures or prevent staff from using them.

5. Operate without written personnel policies that clarify personnel rules for paid and volunteer staff, and provide for effective handling of grievances.

6. Fail to ensure that paid staff receive written reviews annually.

 

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, the Minister may not:

1. Change his or her compensation and benefits.

2. Promise or imply permanent or guaranteed employment.

3. Establish compensation and benefits that provide less than the minimum dollar amount for the position (or closest comparable position) specified in the UUA’s most recent salary recommendations in effect for a congregation of the Church’s size.

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, although differential benefits to encourage longevity are not prohibited.

(c) Allow any employee to lose benefits already accrued from any foregoing plan.

 

Financial Planning/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, tracking of 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, absent legitimate articulated reasons.

 

Financial Conditions 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.

 

Accordingly, the Minister shall not:

1. Enter into a contract that involves the expenditure of more than $10,000 in any single transaction.

2. Use any long-term reserve without approval of the Board of Trustees, except in emergencies involving amounts up to $5,000.

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 filings to be overdue or inaccurately filed.

6. Acquire, encumber, or dispose of real property.

7. Fail to pursue unpaid pledges after a reasonable amount of time.

8. Fail to pursue unpaid nonpledge receivables after a reasonable amount of time.

9. Authorize a line of credit or other loan without the approval of the Board.

10. Expend or invest any funds restricted by the donor, the Board, or the membership in a manner inconsistent with the restriction.

 

Asset Protection

With respect to proper stewardship of the corporation’s assets, the Minister may not risk losses beyond those necessary in the normal course of business.

 

Accordingly, the Minister may not:

1. Fail to insure against theft and casualty losses at replacement value less reasonable deductible and/or co-insurance limits.

2. Fail to insure against corporate liability and personal liability of Board members and staff, taking into account pertinent statutory provisions for indemnification and exemptions applicable to Illinois nonprofit organizations.

3. Allow unbonded personnel access to material amounts of funds.

4. Subject plant and equipment to improper wear and tear or insufficient maintenance.

5. Unnecessarily expose the organization, its Board, or staff to claims of liability or risk the nonprofit status.

6. Make any purchases not provided for in either the capital expenditure or operational projections.

7. Make any purchase of goods or services of over $2,500 without at least three competitive price quotes. .

8. Receive, process, or disburse funds under controls insufficient to meet the Board appointed auditor’s standards or other government standards.

9. Invest operating capital in insecure instruments, including uninsured checking accounts and bonds or CDs of less than A rating.

10. Fail to protect intellectual property, information, and files from theft, misuse, or significant damage, excluding the work of called ministers of the church, who are the sole owners of their intellectual property.

 

Ends [Priorities] Focus of Grants and Contracts

Grants: No one other than the Minister or express designees shall award any grant on behalf of the Church. The Minister and express designees shall not award any grant that fails to serve the Church’s Ends [Priorities].

 

The Minister or express designees shall not:

1. Fail to oversee the grant approval process.

2. Fail to collect, review, and retain a written grant application.

3. Fail to collect, review, and retain quarterly follow-up reports on grant activities.

4. Fail to consider the budgetary, staff, and facility impacts of the grant award.

 

No one other than the Minister or express designees shall apply for any grant on behalf of the Church from outside funding agencies. The Executive and express designees shall not apply for any grant that fails to serve the Church’s Ends [Priorities].

The Minister or express designees shall not:

1. Fail to oversee the grant application process.

2. Fail to collect, review, and retain information about the grant application.

3. Fail to collect, review, and retain quarterly follow-up reports on grant activities.

4. Fail to consider the budgetary, staff, and facility impacts of the grant application.

 

Spending Contracts: No one other than the Minister or express designee, or the Board President (or Vice President, in the President’s absence), shall execute any contract on behalf of the Church. The Minister and express designees shall not enter into any contractual arrangements that fail to serve the Church’s Ends [Priorities]. The Minister or express designees shall not fail to seek legal advice, when necessary, to interpret and assess contractual terms. The Minister and express designees shall not cause or allow any conflict of interest in awarding purchases or other contracts.

 

Communications and Support of Board

The Minister shall not permit the Board to be uninformed or unsupported in its work.

 

Accordingly, Minister shall not:

1. Neglect to submit monitoring information required by the Board in a timely, accurate, and understandable fashion, directly addressing provisions of Board policies being monitored.

2. Let the Board be unaware of relevant trends, anticipated adverse media coverage, or 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 Board Limitations 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 any actual or anticipated noncompliance with any policy of the Board.

7. Fail to limit public statements about the official position of the congregation or Board on controversial social, political, or congregational issues to what the congregation or Board has formally and explicitly adopted as positions of record. Nothing in this policy shall be construed to infringe upon the fundamental principle of freedom of the pulpit.

 

UCH Policy on Membership
Approved by the Board of Trustees
December 1, 2015

Purpose
Membership in the Unitarian Church of Hinsdale is open to all who subscribe to and are willing to support the Church’s mission and programs, regardless of race, color, affectional or sexual orientation, gender identity, age, national origin, or physical or mental challenge. This policy addresses the requirements for membership, the privileges and responsibilities of membership, and the process for terminating membership.

Definitions
Member. A member is a person who subscribes to and is willing to support the mission of the Church and meets all of the “Requirements for Membership” described below.
Contribution of record. As distinguished from money put in the collection plate, a contribution of record is a monetary donation, made via check or other financial vehicle, that is personally traceable to the donor and is submitted to the Church office during each Church fiscal year.

“Signing the book.” Signing the Membership Book is the act by which a member signifies his or her agreement with the mission of the Church. It is an act of personal and public commitment to the life and work of the Church and to the religious tradition in which it stands.

Friend. A friend is any person who subscribes to the mission and supports the programs of the Church but who chooses not to sign the Membership Book. A friend who participates in Church activities is requested to make a contribution of record.
Requirements for Membership

Any person who is at least 16 years of age may become a full, voting member of the Unitarian Church of Hinsdale by:
1. Demonstrating sympathy with and willingness to support its mission and programs.
2. Providing annual financial support, through either a pledge or a contribution of record.
3. Signing the Membership Book.

Any person who is less than 16 years of age may become a full, voting member by:
1. Application to and approval by the Board of Trustees; OR completing the Coming of Age program of the Church.
2. Providing annual financial support, through either a pledge or a contribution of record.
3. Signing the Membership Book.

It is generally expected that prospective members will have gained an exposure to the history, mission, and goals of the Church and the Unitarian Universalist tradition by attending New UU classes or through discussion with the Minister.

Privileges and Responsibilities of Membership
The Unitarian Church of Hinsdale has only one category of membership: full, voting members.
• A member becomes entitled to vote in congregational meetings 45 days after signing the Membership Book. Only full, voting members are entitled to vote at congregational meetings, including the Annual Meeting and special membership meetings.
• Full, voting membership must be maintained by a recorded financial contribution to the Church, which must be submitted to the Church office each fiscal year (July 1—June 30).
• Although the Church does not have a formal requirement for personal participation in its programs, members are strongly encouraged to give generously of their time, talents, and treasure to support the Church’s mission.
Process for Terminating Membership
• Members may terminate their membership through a written request to the Church.
• Members who have died, moved away, or cannot be located may have their membership terminated by the Membership Committee. In extraordinary cases, the Board may vote to terminate membership.
• Members who have failed to maintain membership by making a recorded financial contribution to the Church during each fiscal year may be removed from the membership rolls. The Minister or the President of the Board of Trustees may waive this.

 

UCH Policy on Targeted Donations and Fundraising Initiatives
Approved by the Board of Trustees
October 13, 2015

Purpose
Questions occasionally arise as to whether targeted donations and fundraising initiatives are ever appropriate and, if so, under what circumstances. This policy seeks to strike a balance between allowing those who wish to make targeted donations the flexibility to do so while recognizing that such donations, if not carefully circumscribed, have the potential to distort the annual operating budget, as approved by the congregation.

Definitions
Targeted monetary donations are contributions for a specific purpose that do not go into the Church’s general or capital fund and that usually are not reflected in the annual budget. This policy addresses two types of targeted monetary donations: (1) contributions on behalf of ongoing programs, such as a speaker honorarium or a new initiative or ministry; and (2) one-time gifts for tangible property (“capital donations”) intended to improve building quality, such as a stair rail for the pulpit.
Targeted fundraising initiatives by members or groups of members within the congregation seek to raise money for a targeted donation, as defined above.
“In kind” donations are gifts of nonmonetary items, such as furniture, decorative accessories, or computers.
Monies for targeted donations may come from members or friends who have earmarked nonpledge contributions for that purpose or from special fundraisers held by members or groups within the congregation. Fundraising by the youth group for youth group activities is specifically exempted from this policy.

Criteria for Accepting Targeted Donations
1. Targeted monetary donations and fundraising initiatives shall be consistent with the mission of the Church.
2. Because a member’s primary financial obligation to the congregation is to support the totality of the congregation’s ministry though the member’s annual pledge, a targeted monetary donation shall not be made in lieu of the member’s annual pledge. A targeted monetary donation that, in the opinion of the Executive Team, is disproportionate to the member’s annual pledge (except a donation to the endowment fund or the capital fund) may be declined.
3. No member may make a targeted monetary donation unless the member’s pledge payments are current.
4. The appropriate Circle Coordinator or the Executive Team may accept or decline a proposed monetary donation or impose any conditions it sees fit.
5. If a targeted monetary donation is not used in the fiscal year for which it was intended, the funds shall be held for the restricted purpose for another year. If the funds cannot be spent as originally planned, the Church shall offer to return the donor’s money or shall ask the donor’s permission to use the funds to support the broader mission of the Church.
6. The appropriate Circle Coordinator may accept or decline a proposed in-kind donation based on its condition, the Church’s need for such a donation, and the acceptability of any conditions that may be attached to the gift, such as whether it can be disposed of in the future.