First Unitarian Universalist Church of Austin, Board of Trustees Meeting Minutes

Tuesday, April 20, 2010 at 6:30 p.m.

First UU Church of Austin, 4700 Grover, Austin, TX 78756 in Room 13

In Attendance:

Trustees: Nell Newton, President; Eric Stimmel, Vice-President; Kae McLaughlin, Treasurer; Chris Jimmerson, Secretary; Sheila Gladstone, Immediate Past President (Ex-Officio); Margaret Borden; Jeff Hutchens, Derek Howard; Aaron Osmer, Youth Trustee; Brendan Sterne; Michael West.

Executive Team: Janet Newman, Interim Minister (Ex-Officio); Sean Hale, Executive Director (Ex-Officio)

Staff Present: Brent Baldwin, Director of Music, Lara Douglass, Director of RE

Visitors Present: Sandra Ries, Chair of the Nominating Committee

Call to Order

The President called the meeting to order at 6:36 p.m.

Adoption of Agenda

The Trustees present adopted the agenda (Appendix A, page 1).

Motion: Margaret Borden – Adopt the agenda.

Second: Brendan Sterne

Discussion: None

Vote: All affirmative

Reading and Lighting of the Chalice

The trustees read the board covenant (Appendix A, Cover Page) in unison and the President lit the chalice.

Visitor’s Forum

No visitors were present at the meeting who wished to speak during the visitor’s forum.

Consent Agenda Items

The trustees had read the consent agenda items prior to the meeting.

Motion: Brendan Sterne – adopt the consent agenda items.

Second: Michael West

Discussion: None.

Vote: All Affirmative

Discussion and Action Items

Nominations Committee: The Chair of the Nominating committee presented the Leadership Slate for the upcoming year (Appendix A, page 36). She noted that the Nominating Committee would be interviewing a candidate to chair the Fellowship Committee shortly.

Motion: Chris Jimmerson – Appoint the committee chairs and board-appointed nominating committee members as recommended by the Nominating Committee

Second: Derek Howard

Discussion: None

Vote: All Affirmative

The Trustees expressed appreciation to the Nominating Committee, specifically phrased as “you guys rock”. The Trustees also expressed their appreciation for the committee chairs and nominating committee members who had agreed to serve.

Governance Discussion – Speaking with One Voice: The Treasurer gave an overview of the policy-based governance (PGB) principle of the board speaking with one voice (or not at all). She summarized the major points from resources located at http://www.carvergovernance.com/pg-np.htm and http://policygovernancetalk.blogspot.com/ (scroll to “Rigorous Debate”). She highlighted that board members must speak up when discussing high-level, policy decisions and be willing to engage in debate. After such debate though, the board speaks as one voice under PBG.

She gave an example for board discussion wherein a church member expresses discontentment with personnel policy and wants something done about it. The member particularly dislikes the paid holidays days, which they find excessive in number and some frivolous in nature. They would like to see staff work on Martin Luther King Day, Memorial Day, and others, just as people do “in the real world” because this member certainly does not get those days off.

The Trustees suggested the following way to handle such a situation:

Invite them to a board meeting
Do not invite them to a board meeting and inform them that the board has voted to delegate Holiday Policy to the Executive within certain limitations. Ask if they have spoken with the Executive and if they have not, redirect to the Executive.
Would the Executive have a conflict, as Holiday Policy would affect them too?
Ask them to tell me more – find out if there are any mission/policy issues and if not move the conversation to mission/policy. People often just want to be heard. Redirect to Executive after hearing their concerns.

The Treasurer gave a second example in which a staff person approaches a board member because they believe the staff receive too few paid holidays and that Veteran’s Day, Columbus’s Birthday, and others should get added, just like government employees, bankers, and others. There was general consensus that the staff person would be redirected to the Executive.

As a final exercise, she raised the question of whether individual board members should vote in a congregational meeting on matters upon which the board as a whole has made a recommendation.

The Trustees discussed the following:

Board members may have more influence and a board member voting against would not be “speaking with one voice” and could raise questions within the congregation over whether the board had really settled the matter amongst ourselves before making a recommendation.
Should not a member in good standing be able to vote, even if it is a board member?
If the recommendation to the congregation will involve the staff having to carry out a policy, the board not speaking with one voice could undermine staff efforts.
Perhaps think of the board as one entity – as a servant of the church wherein Trustees may be giving up some autonomy they might normally have as a church member when they agree to serve on the board.
If the board has not reached the point on any particular issue where individual members feel comfortable speaking with one voice, even if they were in the minority on the issue when the board held its vote, it may be too soon for the board to speak.
The situation might be analogous to parenting wherein the parents must be providing the same message.

The President noted that this was for discussion purposes, as the church is not yet functioning under PGB. A Trustee asked for a “straw poll”, as even though the church is not fully under PGB a congregational meeting was scheduled soon. The President asked for a show of hands on whether Trustees would be comfortable with each of the following options as regards individual Trustees voting on board recommended items at congregations meetings (will total more than attending as Trustees could vote for any option with which they would be comfortable):

All Trustees would be asked to vote for the board recommendation: 2

All Trustees would be asked not vote on the issue at the meeting or abstain: 10

Trustees would vote their conscious as a church member: 2

The Trustees agreed that this had been an excellent discussion that warranted further consideration at future meetings.

Delegation of Financial Reporting and Budgeting to the Executive: The Treasurer gave a brief overview of proposed motions to delegate financial reporting and development of the annual budget (Appendix A, pages 25 and 26). The Trustees discussed the following:

Concerns regarding not being clear over how the process of developing the budget would work.
The process would be similar to prior years wherein the chair of the finance committee developed the spreadsheets and worked with the different areas of the church to update them and develop the budget. What would happen instead is that the Executive Director (ED) would develop the spreadsheets and manage the process with the finance committee assisting and serving as a sounding board.
The motions should say “Executive Team” rather than “Executive Director”, as we would be delegating the budget to the team.
The Executive Director’s job description already specifies this duty.
Concerns that 10 minutes on the agenda is not enough time to discuss this (time was subsequently added to the discussion).
Concerns that, with two changes to the Executive Team over the next 14 months because we are in the interim period, whether the ministerial/values/mission weighing of resources would be strong enough. The finance committee performed this weighing last time.
The next finance committee chair may not be able to manage the process due to time constraints and in the prior process the board seemed to get too “down in the trenches” in the budgeting process.
The ED’s responsibility is to the mission and the ED would have to work with their Co-Executive in developing the budget and the budget pass muster with the board. The board has to philosophically and literally sign off on the budget.
We are already delegating to the finance committee to develop the budget. The only difference here is we are delegating to the Executive Team instead.
A Trustee suggested language to amend the draft motion on page 26 of Appendix A to make clear that budget development must further the mission of the church.

There had been little concern regarding delegating financial reporting and management to the ED, so the following motion was offered.

Motion: Michael West — The Board of Trustees of First UU Church of Austin hereby assigns responsibility and authority for church financial reports, related data, and otherwise supervising financial operations to the Executive Team. Said authority and responsibility includes the ability to change and adjust the report format, the manner of keeping data, and any related policy or procedure outlined in the Policies and Procedures Manual, with the exception of the Financial Assets Management Policy and Bylaws, which require congregational approval to change.

The Executive Director will inform the board of any material changes through her/his regular monthly report.

The Executive Director’s July 2010 monthly report will provide a more thorough description of the changes undertaken since adoption of this policy, the results, and significant concerns which have arisen in the process.

Second: Chris Jimmerson

Discussion: There was no further discussion.

Vote: All affirmative.

Based upon the discussion of delegating the budget development process, the following motion was offered:

Motion: Chris Jimmerson — The Board of Trustees of First UU Church of Austin hereby assigns responsibility and authority to develop the annual budget for the board to the Executive Team. Said authority and responsibility overrides any language to the contrary within the Policies and Procedures Manual, with the exception of the Financial Assets Management Policy and Bylaws, which require congregational approval to change.

Acting to further the mission of the church, the Executive Team will present a budget proposal to the board for consideration no later than its monthly October meeting.

Second: Eric Stimmel

Discussion: There was no further discussion

Vote: Affirmative – 7, Negative – 2, Abstain – 0

Delegation of Rental Policy to the Executive Team: The Vice-President presented a proposed motion to delegate facilities rentals to the Executive Team to the free the board of discussions over small adjustments to the policies and operational details (Appendix A, page 27).

Motion: Jeff Hutchens – The Board of Trustees of First UU Church of Austin hereby assigns responsibility for and authority to change church rental policy to the Executive Team. Said authority and responsibility overrides any language to the contrary within current policy, including the Policies and Procedures Manual, with the exception of the Financial Assets Management Policy and Bylaws, which require congregational approval to change.

The Executive Director will inform the board of any material changes to said policy through her/his regular monthly report.

Second: Brendan Sterne

Discussion: None

Vote: All Affirmative

Covenant Between the Board of Trustees and the Executive Team: As the board has begun delegating to the Executive Team, the Secretary and the Interim Minister facilitated a discussion of promises the board and the Executive Team might make with one another to ease this transition and support one another. Such promises that the board might make to the Executive Team and that the Executive Team might make to the board will serve as the basis of a covenant. As the discussion unfolded, it became clear that most of the promises were mutual. They included:

We will presume good faith.
The board will speak with one voice and the Executive Team will speak with one voice.
We will support one another’s decisions publicly.
We will address concerns directly with one another and encourage others in the church to do so also.
We will communicate crucial issues with one another in a timely manner.
The board promises to Executive Team that the we have “got your back” during this time of change in the church, and the Executive promises to trust that the board has “got your back”.
We will have patience with one another as we learn new modes of governance.

A Trustee suggested that the current board covenant might also serve as the board and Executive Team covenant, while others expressed a desire to see a specific covenant regarding the board/Executive Team relationship. The Interim Minister and Secretary agreed to take the data from the discussion and return with draft language for a Board of Trustees and Executive Team Covenant of Healthy Relations.

Settled Minister Search Committee: Trustee Michael West, who had been charged by the board to lead the selection process for the committee, presented the following church members to serve on the Settled Minister Search Committee (SMSC): Sharon Moore, Maria Nehring, Jill Wiggins, Lynda West, Jill Smith, John Franks, Dale Whiteaker-Lewis, Michael Kersey, Gary Bennett. The Trustees agreed that this was a great group to serve in this important role. A Trustee commented that it will be important that the SMSC operate with an open and transparent process while also guarding confidentiality.

Motion: Derek Howard — adopt the slate of members of the SMSC as recommended and charge them with the task of selecting the candidate for presentation to the Congregation for Senior Minister of First UU Austin.

Second: Chris Jimmerson

Discussion: A Trustee inquired as to the reasons the members had given for serving on the committee. Their reasons included:

A feeling this is an important decision in the life of the church
Wanting to make an important contribution
Feeling strongly about the importance of the ministry of the church
Feeling this importance affects all areas of the church, for example Stewardship.

Michael West also noted that the members will bring a variety of skills and experience, demographics and lengths of time as church members.

Vote: All Affirmative

The Interim Minister offered to conduct a ceremony of investiture for the SMSC, as well as the new Board of Trustees, once elected. The Trustees agreed that this would be terrific.

Report on Interim Minister Salary and Housing Package: The President reported that in order to attract the best candidates for Interim Minister and to prepare ourselves for doing the same for the Settled Minister Search, the Executive Committee had authorized the Interim Minister Search Task Force to enter midpoint into the UUA Settlement System. This totaled a package of $110,080. The Treasurer noted that moving expenses would be required also.

Request to Authorize the Executive Committee to Finalize the Agenda for the Congregational Meeting: The President requested this authorization for the Executive Committee, as there will not be another board meeting beforehand. She noted that the agenda would be much the same as the one for the Pre-Congregational Meeting (Appendix A, page 10)

Motion: Brendan Sterne — Authorize the Executive Committee to finalize the agenda for the Spring Congregational Meeting.

Second: Margaret Borden

Discussion: None

Vote: All Affirmative.

The Secretary noted that the change to membership requirements in the bylaws that had been a requirement of a contribution of record within the last 13 months at the Pre-Congregational meeting would be changed to 12 months for the Congregational Meeting. This change was based upon discussions at the Pre-Congregational Meeting.

Special Fees: The Immediate Past President presented a proposed motion to allow the ED to set and assess certain fees on rentals when such rentals caused extra costs to be incurred by the church (see proposal and examples on page 28 of Appendix A). Such fees would only offset these increased expenses and would not result in excess revenue. This would prevent the need to go through budget revision procedures each time such excess costs are incurred.

The Trustees discussed that the Executive Team rather than only the ED will be allowed to make these decisions; however, the ED could be the person who complies monitoring reports for the board.

Motion: Chris Jimmerson – The Board of Trustees of First UU Church of Austin hereby assigns authority to set and assess special rental fees, defraying the cost of doing business, to the Executive Team. These pass-through fees will apply directly toward the actual cost of the expense, and may include, but are not limited to, items such as:

A sexton fee – which we already require for renter use of the Sanctuary and other special events
A watering fee – allowing us to rent the northwest parking lot. Without such a fee, to defray the cost of watering the lawn to mitigate wear and tear, ongoing weekday rental of the parking lot during the summer would likely result in us having a mud pit when fall rains comes.

The Executive Director will inform the board of any material changes to said fees through her/his regular monthly report.

Second: Derek Howard

Discussion: None

Vote: All Affirmative

Bridge Builders Action Team Charge: The Secretary presented a proposed change to the charge for the Bridge Builders Action Team. The Team is nearing completion of its current charge and has identified the need for a task force to oversee and monitor a governance transition plan. The Trustees discussed that it might be clearer to re-create this as a task force to avoid confusion over the many uses of the word “bridge” that have been employed in the church recently.

Motion: Derek Howard – Create a governance task force charged with developing a plan for transitioning to policy-based governance.

Second: Brendan Sterne

Discussion: None

Vote: All Affirmative

Governance Discussion – Report on Answers from Questions from Prior Board Meeting: The Secretary reported on a discussion he had with our consultant on governance regarding two questions that had come up at the prior meeting. The first had to do with whether a vote to adopt the Consent Agenda Items would still be needed. The Secretary reported that the board would still need to adopt these items. As regards a question over whether an issue involving a memorial fund would be a board policy or an executive policy after a transition to PGB, the secretary reported that the answer would depend upon how the board wrote policy regarding financial matters and where it stopped and delegated remaining interpretation to the executive.

Governance Discussion – Moral Ownership: Brendan Sterne facilitated a discussion of “moral ownership” or to whom the board is accountable. He summarized the highlights from information available at http://www.carvergovernance.com/pg-np.htm (scroll to section on board as owner-representative), explaining the difference between moral owners of an organization or church versus its customers. He also highlighted an article on church ownership contained on pages 30-32 in Appendix A. He noted that while for First UU Austin, church members are obviously part of the moral ownership, that the board’s accountability may include ownership beyond church members.

The Trustees discussed the following as their moral ownership:

Our mission
Congregation/Congregants
The future (e.g. future members)
Our ancestors
Austin, TX

Proposal to Shift to One Service During the Summer Months: The President presented a proposal from the Executive Team and Senior Staff that the church shift to one service during June, July and August. Such a shift offers several potential advantages:

Attendance is typically low during the summer so one service could result in that service having higher attendance.
It could save on some expenses.
It would allow for time and space for fellowship in Howson Hall after the service.

The Trustees discussed the potential advantages and disadvantages of the proposal, potential times for the one service and how to coordinate with the Public Forum without causing technical or other problems for the forum. The consensus of the Trustees was to pursue this potential change for the summer months, with the President and Executive Team working with the forum team and technical folks on logistics.

With no further business, the President adjourned the meeting at 9:25 pm.

Respectfully Submitted,

Chris Jimmerson

Secretary

Appendix A — Supporting Materials