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.

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: 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. 

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: 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

Meetings in bold are open to the public. Only church leadership (committee chairpersons) can attend italicized meetings. Only board trustees can attend other meetings.

January:

• 9: All-Council Meeting at 1:30 pm
• 18: Board Meeting at 6:30 pm

February:

• 1: Executive Committee at 5:45 pm
• 15: Board Meeting at 6:30 pm

March:

• 1: Executive Committee at 5:45 pm
• 15: Board Meeting at 6:30 pm

April:

• 5: Executive Committee at 5:45 pm
• 10: Pre-congregational Meeting at 1:30 pm followed by All-Council meeting
• 19: Board Meeting at 6:30 pm

May:

• 3: Executive Committee at 5:45 pm
• 15: Congregational Meeting at 1:30 pm (NOTE: You must be a church member to vote at Congregational Meetings.)
• 17: Board Meeting at 6:30 pm

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

Tuesday, March 16, 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; Luther Elmore, Treasurer; Chris Jimmerson, Secretary; Sheila Gladstone, Immediate Past President (Ex-Officio); Margaret Borden; Derek Howard; Aaron Osmer, Youth Trustee; Brendan Sterne; Michael West; Laura Wood.

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

Staff Present: Brent Baldwin, Director of Music

Visitors Present: Kathleen Ellis, Stephanie (Canada) Gill, Kae McLaughlin, Jeanette Swenson, Daesene Willman

Call to Order

The President called the meeting to order at 6:30 p.m.

Adoption of Agenda

The Trustees present adopted the agenda (Appendix A, page 2).

Motion: Brendan Sterne– Adopt the agenda.

Second: Michael West

Discussion: None

Vote: All affirmative

Reading and Lighting of the Chalice

The trustees read the board covenant (Appendix A, Page 1) in unison and the President lit the high-tech chalice.

Visitor’s Forum

Daesene Willman thanked the trustees for being servant leaders and for supporting freeze nights.

Stephanie (Canada) Gill presented the YEW GROVE Pagan Interfaith brochure (Appendix B) and announced the Ostara Ritual & Potluck on March 21 at 2 p.m. She also announced the Grand Re-Opening of the library that will include a book sale and potluck on Saturday, April 17. Book donations will be accepted from 10 a.m. to 11 a.m. and the sale will begin at 11 a.m. and go until 2 p.m.

Consent Agenda Items

The trustees had read the consent agenda items prior to the meeting. The President explained that the board would begin following a new procedure for the consent agenda to begin practicing some of the governance procedures from the recent board training on governance and to leave more time on meeting agendas to hold intentional discussion and exercises regarding governance. She noted that:

• Consent agenda reports will be due to the secretary by noon on the Friday 11 days before the board meeting (one week earlier than they have been due)
• Trustees will read the reports and direct any questions for clarification to the authors of the reports. Any policy issues brought up by the reports should be communicated to the President and the Secretary.
• At the actual meeting, the consent agenda items will be adopted but not discussed.

Motion: Chris Jimmerson – adopt the consent agenda items.

Second: Brendan Sterne

Discussion: A trustee asked that if a policy issue were raised by a report in the consent agenda whether it would be put on the discussion and action section of the agenda that month. The President replied that it would depend upon the urgency of the issue.

Vote: All Affirmative

Discussion and Action Items

Nominations Committee: Jeanette Swenson from the Nominations Committee presented the slate for trustees being nominated for the next board year, as well as the Nominating Committee’s suggestion for board appointees of committee chairs (Appendix C). She noted that the Nominations Committee had taken an expanded role this year by conducting leadership training. This seemed to lead to more candidates and those candidates being more prepared and enthusiastic. There were more candidates than positions available. She urged the continuation of leadership development and noted that the openness of the nominating process had also helped.

The Trustees discussed the process for the appointment of the Youth Trustee. The current Youth Trustee noted that no choice had been made yet and that the Youth Trustee process is separate and occurs in September.

Treasurer: The President informed the Trustees that she had accepted the resignation of Luther Elmore as Treasurer due to personal reasons. She thanked him for his amazing work as Treasurer, as did the other trustees. She noted that Kae McLaughlin, Treasurer nominee for the next board year, had agreed to serve as Treasurer for the remainder of the current board year should the board appoint her.

Motion: Brendan Sterne – Appoint Kae McLaughlin as Treasurer for the remainder of the current board year

Second: Chris Jimmerson

Discussion: None

Vote: All Affirmative

Review of New Financial Statements Format (Appendix A, Page 18): The Executive Director (ED) gave an overview of the financial statements in their new format, noting that the summary page provides key information at the top, followed by more detailed notes for those who prefer them. He gave an overview of the balance sheet and the Profit and Loss Budget Versus Actual Summary, noting that the workbook sent to Trustees also contains a sheet with more details for those who want them.

A Trustee noted a concern about plate collections being lower than anticipated and referenced an article that addressed “skimming” of collections within churches. The ED expressed that pledge collections were higher than anticipated and that more church members may be marking their plate donations as going toward their pledges. He also noted that there is always more than one person involved in accounting for plate collections. Luther Elmore also noted that collections for non-profits are separate now rather than split from one collection and that this has worked well but would keep the non-profit out of the church collection numbers as it had been in prior years.

A Trustee asked about whom to address any question about the Financial Statements. The ED responded that such questions should begin with him.

Discussion with Kathleen Ellis, District Ministerial Settlement Representative: The President welcomed Reverend Ellis, who summarized and highlighted information in materials she had brought regarding the settled minister search process (Appendix D). She highlighted the following from the materials:

• The MSR Report Form I will be due soon from the President.
• Begin thinking now about the salary and housing package for the next minister.
• Begin assembling search committee and let them know it can be upwards of 400 hours of work each.
• Appoint a negotiating team: 1 search committee member, one board member, and 1 church elder. They should create a draft letter of agreement or contract.
• Establish a budget for the search committee.
• The search committee will need to plan a retreat, usually a Friday evening and a Saturday.
• Establish a budget for the Installation Ceremony for the new minister.
• Establish criteria for search committee members (examples on pages 5 and 6 of materials).
• The draft agreement must be sent to the transitions office before interviewing can begin. Due October 31 with candidate records seen in November.
• Create a congregational profile and what it wants in a minister. Be honest in profile.
• Search committee will need to be web savvy.

Michael West, charged with assembling the search committee, sought advice from his fellow trustees on making the selection process as transparent as possible. He suggested several methods for inviting applications including an article in the church newsletter, several weeks of announcements and putting the invitation into the Special Notes. He noted that due to timing issues, doing some of these could delay the selection process.

Reverend Ellis noted that the search committee could be assembled as late as May.

The consensus of the trustees was to utilize all of these methods and to have a relatively short deadline for applications once the various announcements have been completed.

Dates, Times and Locations for 2010 Board Retreat and Values/Mission/Ends Retreat: The Vice-President asked the trustees to mark their calendars for May 22 for a retreat at U Bar U and to plan to arrive by 11 a.m. and stay overnight. The costs will be $30 each, which includes meals and housing.

The Secretary asked the trustees to mark their calendars for the values/mission/ends session on June 12, 2010 from 9 am to 4 pm in Austin, location to be announced.

Executive Session: The Trustees entered into an executive session to discuss a personnel matter and those who were not trustees left the room.

Governance Discussion:

Nested Bowls – The Secretary reviewed the nested bowls diagram (page 33 of Appendix A) from the policy-based governance training materials wherein values represent the largest part of our chalice, containing within them the mission, which contains within it the ends statements. He noted that flame of the chalice represents linkage with those we as trustees represent. Good board governance lies within these areas, and policy-based governance would result in four kinds of board policies:

• Ends
• Executive Limitations
• Relationship with the Executive
• Board Processes

These polices will start at the broadest level and work toward the more specific until the board feels comfortable that the Executive could make any reasonable further interpretation of them. The Executive will make any policies beyond that point. To make time for examining governance during board meetings, the board will need to begin delegating policies that are clearly not within the four above, setting any limitations as needed.

Policy Governance the What and Why – Brendan Sterne facilitated a brainstorming session on why we are considering policy-based governance and what it entails both to help trustees clarify the concepts for themselves and to serve as way to begin educating others about it. The trustees brainstormed the following:

Policy Governance, Why?

====================

– Clarify accountability, authority and responsibility

– Staff empowered to do their work

– Board focus on the mission

– We are a growing congregation

– Full board meets 3 hours per month; Executives work 40 hrs+ per month

Policy Governance, What?

====================

– Board creates policies

– Board sets limits

– Board focuses on Vision / Strategy, not administrative details

– Board monitors Executives

– Board deals with policies, *not* individual cases

Policy Agenda Exercise – The Vice-President facilitated a discussion of what items on an earlier board agenda (page 35 of Appendix A) might be delegated to the Executive and which not. The trustees were in consensus that the agenda items involving personal days, pay periods and the rental policy could be delegated. There was some question regarding a proposal for a memorial and how exactly the consent agenda would be handled (would it need to be adopted at all?). The trustees will seek clarification on these from the consultant for moving toward policy-based governance. An agenda item regarding an internal audit committee might be a part of monitoring under policy-based governance.

Linkage – The Secretary facilitated a discussion of how the board could conduct linkage (definition on page 36 of Appendix A) with its moral ownership (definition also on page 36). He noted that the board is clearly accountable to the church members but that at a later time the trustees will discuss that the moral ownership might be even larger. The trustees discussed the following ways to let the congregation know about linkage opportunities and to provide such opportunities:

– “Bridge to our Future” / AI Process

– Senior Lunch

– Board member announce, “Available to chat after service”

– Broadcast emails from individuals

– Holiday events

– Get linkage ideas from the congregation (ask them!)

– Newsletter item announcing new board

– Use specific subject lines in emails

– Phone calls by trustees — gather input

– Phone calls on member’s anniversary of membership

– Board members host house parties

Kitchen Remodel: Michael West stated that a member of the congregation had approached him who might consider providing up to $50,000 in matching funds (not currently budgeted by the church) for a kitchen renovation. He asked if a kitchen had been included in the plans for a potential new RE wing in the future. The trustees recalled that the plans did not include a full kitchen but advised checking with the building committee.

The trustees expressed enthusiasm over the possibility of such an offer and a renovation of the kitchen.

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

Respectfully Submitted,

Chris Jimmerson

Secretary

Appendix A

Note: Appendices B, C and D will be scanned and made available here shortly.

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

Tuesday, February 16, 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; Luther Elmore, Treasurer; Chris Jimmerson, Secretary; Sheila Gladstone, Immediate Past President (Ex-Officio); Margaret Borden; Derek Howard; Jeff Hutchens; Brendan Sterne; Michael West; Laura Wood.

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

Visitors Present: Phil Hastings, Dale Bulla, Pat Bulla

Call to Order

The President called the meeting to order at 6:35 p.m.

Adoption of Agenda

The Trustees present adopted the agenda (Appendix A).

Motion: Luther Elmore – Adopt the agenda.

Second: Michael West

Discussion: None

Vote: All affirmative

Reading and Lighting of the Chalice

The Interim Minister read the opening words and the President lit the chalice. The President noted that, based upon conversations she had experienced with a board member from another church, our church is often willing to take on challenges that many might shy away from.

Visitor’s Forum

There were no visitors present when the board reached the agenda item for visitors, so the trustees began the consent agenda items discussion outlined below; however, when visitors arrived, the trustees returned to the following presentations.

Dale Bulla presented data on the church electricity bill (Appendix B) that demonstrated that despite the record heat in the summer of 2009, the solar panels appear to have reduced electrical usage and costs compared to previous years. He discussed the rates that the church pays for electricity, depending upon the amount of electricity used. He noted that our current contract expires in 2011 and we will need to establish a new one to avoid a substantial increase in rates.

Phil Hastings noted some suggestions regarding Sunday services and agreed to meet with the Interim Minister to talk over the ideas. He thanked the minister for wonderful services.

The Trustees thanked Dale and Phil for their presentations.

Consent Agenda Items

Minutes from Prior Meetings:  The trustees had reviewed the minutes from the December 2009 and January 2010 meetings (Appendix C) and had no additions or corrections.

New Members and Resignations:  The following new members had joined since the last meeting: Gail Sutherland, Susan Mestier, Jynne Rivera, Joy Nelson, Bart Farar. No members had resigned.

Reports:  The Trustees had reviewed the consent agenda items prior to the meeting.  These included:

Interim Minister (Appendix D)

Executive Director: Sean Hale (Appendix E)

Director of Religious Education: Lara Douglass (Appendix F)

Director of Music Programs: Brent Baldwin (Appendix G)

Treasurer: Luther Elmore (Appendix H)

The Interim Minister noted that the Meet and Eat that was occurring the next evening would be to welcome new members. She also reported that Gini Courter, Chief Governance Officer and UUA Moderator, would be visiting the church on Wednesday March 10 and that the church would have a special Meet and Eat that evening at which Ms. Courter would be speaking. The trustees noted that the visit from Stephan Jonasson, Director for Large Congregations for the UUA, had been extremely informative and helpful.

The Treasurer and Executive Director agreed to work together to determine how many network stations are needed for the accounting software and therefore how many licenses need to be paid.

The Treasurer noted the information contained in the fund balances handout (last page of Appendix H) and discussed the difficulty and confusion that had resulted from the difficulties created by wording in the Financial Assets Management Policy (FAMP) and provisions of the FAMP that do not meet current best practices. This has led to various funds owing other funds and special notations needed to track “due to and due from” among these funds. The Treasurer and Executive Director are working to correct some of this moving forward.

Motion: Michael West – accept the Consent Agenda Item Reports.

Second: Derek Howard

Discussion: None

Vote: All Affirmative

Discussion and Action Items

Reminders on Upcoming Activity Dates and Circulation of Board Calendar: The Secretary reminded the trustees of the upcoming training session on Policy Governance on February 26 and 27 as well as several other important functions over the next two months. He circulated the board calendar for signing up to read the special notes during services and great visitors and members before and after services. He noted that all of the upcoming dates of note were listed on this calendar and available at http://www.austinuu.org/wp2013/category/board-docs/board-calendar/.

Interim Minister Search Process:  Michael West reviewed the process for the next Interim Minister search process, which will be very much like the previous year’s search, though the work to be completed in the second transition year will be different and will be focused on “turning” – largely working towards furthering the great progress we have made so far and implementing much of what we are just beginning now. The trustees discussed the following key issues:

• The search committee will need to be established and begin work by the next board meeting so please suggest candidates to Michael. We will need about 6 members.
• Persons with some experience with the church community are needed and persons interested in serving on the board might be excellent candidates.
• The current minister is an important window to the world of ministers.

Settled Minister Search Process: Michael West then presented the process for the settled minister search as outlined in Appendix I. This process will need to begin soon also. He noted some key steps. The trustees discussed the following:

• We will need to establish a budget for the search committee.
• The bylaws specify 9 members appointed by the board; however, a process involving congregational input may be desirable and would be possible.
• Kathleen Ellis, Ministerial Settlement Representative, will give the sermon at the church on March 14 and meet with the board on March 16.
• The compensation for the settled minister will need to be determined in the next budgeting process.

District Compensation Representative: The President introduced Walter Pearson, District Compensation Representative (DCR). Mr. Pearson explained that DCRs are trained volunteers appointed by the district boards who work on behalf of the church board. He outlined the following services he can provide:

• Use of a Fair Compensation Questionnaire to establish fair salaries for all church staff.
• Establishing functioning personnel committees.
• Assistance with personnel policies and procedures.
• Assistance with a detailed and specific process on how to structure the minister salary and housing compensation using a set of rules that will allow us to be advantaged in the settled minister search process.

He noted that we would not appear in the best list within the UUA settlement system unless our salary and housing meet minimum standards.

He outlined the following standards:

• Compensation is based upon salary plus housing.
• Ministers have to pay both sides of the social security payroll tax for the housing portion of their compensation. Offer additional salary to offset this.
• Pay ten percent of salary into the pension plan.
• Budget a professional expenses allowance equal to 10% of salary and housing.
• Pay individual health insurance premium equal to 80% of the costs for the UUA health insurance plan.
• Pay for disability insurance (through UUA it is about 1% of salary and housing).

The minimum standard for our church would be an annual salary of $66,500 for salary and $89,865 for the salary and housing total compensation. Mid-point for our church would be $87,900 salary and $117,560 for total salary and housing compensation. The highest total compensation in our category would be $145,000.

He noted to be mindful of what is on the church webpage, as some potential ministers will begin by looking at it soon.

The trustees asked several questions. Those questions (Q) and Mr. Pearson’s answers (A) to them are outlined below:

Q:            Should we post a specific salary and housing amount or post a range?

A:            Post the salary and housing you can offer, not a range

Q:            Can you also help with the process of establishing the Interim Ministry compensation?

A:            Yes.

Q:            How is it to our advantage to post one level of compensation that is pre-decided rather than post a range and then base actual compensation on the experience skills, etc. of the person actually hired?

A:            You want the decision to call a minister to be based upon a relationship you build and you do not want to begin that relationship based on conversations about money. I can assist you with establishing what compensation amount will be expected based upon what you are looking for in the minister.

Q.            What would be the negative consequence of posting a range?

A.            You put an element into the negotiations that is not to your advantage. Most ministers will negotiate how compensation is divided and other issues, not the total amount. Why put questions into the relationship from the start? Take money off the table.

Q.            What is the distribution of minister compensation for churches similar to ours?

A.            They tend to be clustered around the midpoint with none at the highest level and a few between the minimum and the midpoint.

Q.            How are the compensation guidelines established?

A.            The UUA looks at your geographic region and factors related to it. For instance, housing costs are high in Austin. They also look at compensation for ministers of similar size churches, as well as similar positions in non-profits and such in the region.

Mr. Pearson noted that a lot of good information related to this is available on the UUA website.

The President thanked Mr. Pearson for attending and providing such good information.

New Financial Reports: The Executive Director suggested delaying this discussion until the next meeting when there would be more time to dedicate to it.

Reserve Calculations: The Treasurer provided more detail on the calculations used to determine the amount transferred into the Memorial Savings fund, noting several sections of the FAMP that had lead to confusion. The Treasurer highlighted a provision of the FAMP that requires that the balance of the operating checking account be held to between one quarter to three quarters of average monthly expenditures. The secretary stated that this does not match current best practices for non-profits that generally call for from 4 to 6 months of operating liquidity. The Treasurer stated that he believed that there were still enough in funds that could be accessed in an emergency to be ample.

Interim Ministry Appraisal Recap: The Secretary and Interim Minister reported that they had met and compared their notes from the in person appraisal meeting and found that they were very much in agreement. The UUA system requires that both a representative from the church enter the appraisal information into online system and that the Interim Minister do so also. The Secretary stated that entering the information made him more fully aware of how much progress the church has made. He noted that the UUA sent an acknowledgment stating that it appeared that great things are happening at our church.

The Interim Minister noted that she had not been able to share all of hers thoughts on the various questions during the in person appraisal meeting but that she would put them into a Word document and send them out. She reminded the group that we will do another appraisal in June.

Rental Contract Exception Requests: The President outlined an issue that had come up with new rental contracts wherein several of the 12 steps groups that meet at the church would be paying a much higher rate per meeting than they had been even with non-profit and other discounts factored in (see Appendix J). The Trustees discussed the following issues:

• There are a range of types of non-profits that rent at the church. The 12 steps programs are self-supported by their members.
• This may be a ministry decision rather than a policy issue.
• Many other churches in the area provide meeting space for these groups but we do not know what they charge them for the space or if they do charge them.
• Some of the smaller groups might be forced to leave, as they might not be able to afford the new rates.
• Space is tight in the church and some of these groups meet during some of the busiest times.
• It might be possible, if we offer a discounted rate to steer them toward meeting in less high usage time periods.
• Most of the groups have not specifically said that the increased rate would be a hardship but two have asked for the lower rate. Overeaters Anonymous did say it would be a hardship.
• There is competition for space. Equity between these groups and other non-profits may be a policy issue.
• There is an expectation in recovery groups of taking responsibility. Would offering them a lower rate than everyone else be denying that responsibility?

A trustee called for a vote on the first issue, which was whether the board should offer an additional discount rate beyond what is already in the rental contract for non-profits.

Vote: 4 affirmative, 3 Negative, 1 abstain (Laura Wood)

The Trustees then discussed how such an additional discount should be implemented. The trustees discussed how many such exceptions should be made and how much of a discount might be offered.

Motion: Brendan Sterne — The First UU board of trustees hereby authorizes the Executive Team to negotiate and grant special rental rates above and beyond the standard discounts as described in the FUUCA rental policy, up to a 75% total discount.  They may extend the special rates to 12 step groups and other non-profit groups based on hardship or their alignment with the First UU mission, vision, and values

Second: Michael West

Discussion: There was no further discussion

Vote: Affirmative – 7, Negative – 1

Potential Parking Lot Rental: The President informed the trustees that the Executive Committee had authorized Stephan Windsor to negotiate with a restaurant developer who was interested in a long-term parking lease with the church and paving the grassy area of the parking lot. She assured the group that Stephan was aware of all of the potential advantages, disadvantages and issues involved. A real estate attorney would be consulted if the negotiations were to reach a point where a draft contract was developed.

Motion: Chris Jimmerson – extend the meeting for 15 minutes.

Second: Jeff Hutchens

Discussion: None

Vote: Affirmative – 6, Abstain – 2 (Laura Wood and Derek Howard)

Executive Session: The President called the meeting into Executive Session to discuss a personnel matter.

Following the Executive Session and with no further business, the President adjourned the meeting at 9:45 p.m.

Respectfully Submitted,

Chris Jimmerson

Secretary

Appendices (Supporting Documents)