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

Tuesday, June 16, 2009 at 6:30 P.M.,

First UU Church of Austin, 4700 Grover, Austin, TX 78756 in the Gallery

Members Present: 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; Aaron Osmer, Youth Trustee; Brendan Sterne; Michael West; Laura Wood.

Staff Present: Sean Hale, Executive Director; Lara Douglass, Director of Religious Education; Brent Baldwin, Music Director

Visitors Present: Rev. Janet Newman, future Interim Minister, Ron Turner. Henry Hug and Stephan Windsor appeared later during the meeting.

Call to Order and Introductions

The President called the meeting to order with all trustees present. Trustees, staff and visitors briefly introduced themselves to the church’s new Interim Minister, who will be joining the church in mid-August.

Adoption of Agenda

Motion: Derek Howard – Adopt the agenda as presented

Second: Luther Elmore

The agenda was adopted as presented.

Opening Words

The Treasurer read the selection “We need one another” from the church hymnal, and the President lit the chalice.

Visitor’s Forum

Ron Turner expressed the profound, positive opportunity this Board of Trustees will have working with Interim Minister, Janet Newman and wished the group well.

Consent Agenda Items

The trustees had reviewed the consent agenda items prior to the meeting. In addition to the prior meeting minutes, these included:

Appendix A: Director of Religious Education Report

Appendix B: Treasurer’s Report

Appendix C: Direct of Music Report

Appendix D: Executive Directors Report

The President reported that three new members had joined the church since the last meeting, Margaret S. Nott, Douglas Manger, and Pat Whalen. No members had resigned. The trustees present also discussed the following items related to the content of the consent agenda items:

A Trustee asked if there were any major items left to be completed related to the installation of the solar panels. The Executive Director (ED) reported that major work had been completed. A trustee also asked for an update on the timeline for installation of the large speakers stored in Howsen Hall that had been donated. Staff reported that this was on a timeline for October.

The Chair of the Stewardship Committee gave a verbal presentation and reported that over 100 church members had attended the Stewardship Committee’s meeting to establish a “stretch goal” to motivate increased giving for the Fall Campaign and that Elizabeth Grey had provided outstanding facilitation for the meeting. The members attending the meeting had established balancing the budget as their top priority, followed by a “face lift” for the building interior and then by updating the church kitchen. The Stewardship will get with the Finance Committee and then the Board to establish goals for the campaign. He reported that the committee had a great meeting with Rev. Newman and that she has much experience in this area.

The Treasurer presented on several ways in which he is working to streamline and simplify the financial statements and to make them more specific and organized, with a goal of completing these changes within three months. He answered several questions from Trustees on how the different reports related to one another. Several trustees suggested that setting up a separate time to do a “financials 101” for trustees would be very helpful.

Motion: Michael West – Accept the consent agenda items.

Second: Derek Howard

Discussion: There was no further discussion.

Vote: All affirmative

Discussion and Action Items

Bridge Builders Report: The Action Planning Team (APT) reported that no changes had yet been made to the report since the recent Board of Trustees retreat. The APT had met with Rev. Newman and will be refining the report further as related to target dates and responsibilities.

The trustees discussed whether this report was an APT report or a Board of Trustees report and that it would need to become a board responsibility at some point.

Motion: Brendan Sterne – Ask the APT to review and revise it as needed to ensure that timelines are reasonable and consistent and appropriate accountability is assigned and then bring it back to the board.

Second: Chris Jimmerson

Discussion: There was no further discussion.

Vote: All affirmative.

Committee Liaisons: The President asked that each Trustee serve as a liaison to at least one church committee and noted that liaisons did not have to attend all the meetings of their committees but would serve as the primary contact for that committee. The Trustees discussed the following in relation to committee liaisons:

  • Have liaisons engage in meaningful interactions with their committees, know their purpose and association with the church and any know metrics used to measure progress / success.
  • Develop liaison job descriptions to provide them with greater guidance and accountability.
  • There will be liaisons for church committees but not groups.
  • Some administrative and operational committees are working with the Executive Director and in these cases (for example I.T.) it might be more efficient not to have a Trustee as a liaison or at the very least have the liaison work through the Executive Director.
  • Charge liaisons with being the Trustee who knows the most about their committees.

The trustees signed a list for which committees they would serve as a liaison (Appendix E).

Convening of Nominating Committee: The President reported that the Nominating Committee must be convened by the President and that she was hereby doing so. She also reported on two other items related to the committee:

  • The President proposed that the Trustees also charge the committee with leadership development in addition to their role in screening and nominating leadership.
  • There are more persons interested in serving on the nominating committee than open slots; however, the bylaws do not allow for expanding the membership of the committee. Having non-members participate in screening activities is not possible due to confidentiality concerns. The committee could consult with outside expertise for items such as developing leadership materials.

Motion: Margaret Borden – charge the nominating committee with preparing a leadership development program and drafting any language changes to the bylaws and policies and procedures that this new charge might necessitate, ensuring that such language is consistent with the Bridge Builders Report. Present this draft by the September 2009 Board of Trustees meeting.

Second: Eric Stimmel

Discussion: There was no further discussion.

Vote: All affirmative.

Rental Policy/Contracts/Rates: The ED presented a proposed revision to the Facilities Rental Contract and Policies (Appendix F) and reviewed the major changes. Of special note was that asking for donations for alcoholic beverages is considered the same as selling them. This will need to be applied to church groups also.

A trustee recommended a slight change to the language of the document so that it would be internally consistent regarding refunds of deposits and payments.

Motion: Derek Howard – Approve the contract with the change recommended above.

Second: Margaret Borden

Discussion: There was no further discussion.

Vote: All affirmative.

Committee/Sub-Committee on Investments: The Treasurer presented a lack of clarity on the appropriate structure for the committee that had been managing investments for the church. The question before the trustees was whether this committee is more appropriately a stand-alone committee or a sub-committee of the finance committee.

The Chair of the Finance Committee presented his recommendation that investments fall under the responsibilities of the Finance Committee and gave the following discussion points:

  • The Chair of the Committee on Investments has done a lot of good work and this work could continue with the committee functioning under the Finance Committee.
  • Members of the finance committee have expertise that could inform investment decisions.
  • Putting all fiscal activities under one committee allows for finances to be reviewed in a more comprehensive manner.
  • The current system in which investments are managed independently of the finance committee has lead to instances wherein investments were not maintained efficiently.
  • Placing investments within the Finance Committee would allow for housekeeping related to them, allow us to look comprehensively at finances and avoid overburdening the Treasurer.

He presented a recommended change to the language related to this in the policies and procedures (Appendix G).

The Chair of the Committee/Sub-Committee on Investments presented his recommendation that the committee be a separate committee from the Finance Committee and gave the following discussion points:

  • After the FAMP was adopted, the Committee on Investments was created to invest in the stock market on behalf of the church. About 5 years ago the committee requested of the Board of Trustees atthat the committee be made a committee of the board and the request was approved; however, the policy change was never made in the manual.
  • If investments were done under the Finance Committee it would involve 8 or more people which would be unwieldy.
  • Not all Finance Committee members have investment experience.
  • The current policy says that having a Committee on Investments that is a sub-committee of the Finance Committee is a “suggestion”.

He presented the current policy and leadership lists that listed the committee as a stand alone in the prior year but a sub-committee this year (Appendix H).

The trustees discussed the following issues related to these presentations:

  • The question was raised of why it would matter if some finance committee members did not have investment experience given that we have a professional investments advisor. The Chair of the Committee/Sub-Committee on investments expressed his belief in a need to be able to speak the language of investments.
  • Concerns were raised over whether this committee/sub-committee had been subject to normal Nominating Committee process and proper periodic reviews of its membership, the investment advisor, etc.
  • It was noted that given the above, the church had been fortunate to have competent, honest people on the committee/sub-committee, as the lack of clarity and review of the proper structure and role for it could have failed to protect the church without such honesty and competence; thus, no matter what action might be taken we owe them a debt of gratitude and any action taken would not be a vote of no confidence.
  • The investment accounts have outperformed the market in general.
  • As a part of the move toward policy governance, the Finance Committee had been visualized as the single point of contact for all financial information.

Motion: Jeff Hutchens – Reaffirm that investment work is a responsibility of the Finance Committee.

Second: Margaret Borden

Discussion: There was no further discussion.

Vote: Affirmative – 10, Negative – 0, Abstain – 1 (Luther Elmore)

Change to Check Signing Authority Policy: The ED and Treasurer presented a proposed revision to the policy regarding check signing authority (Appendix I).

Motion: Margaret Borden – Approve the revisions to the policy regarding check signing authority as presented.

Second: Michael West

Discussion: There was no further discussion.

Vote: All affirmative.

Resolution on New Checking Signatories: The Secretary presented a resolution that the bank would need to institute the policy above, “Resolved that the following persons be authorized as checking account signatories for First Unitarian Universalist Church of Austin – Nell Newton, Luther Elmore and Sean Hale.

Motion: Derek Howard – approve the resolution.

Second: Brendan Sterne

Discussion: There was no further discussion.

Vote: All affirmative

Snack Schedule: The Secretary had forwarded a schedule for when which Trustee would provide snacks at board meetings (Appendix J). The President asked that Trustees notify the Secretary if they switch schedules with one another.

Executive Director’s Goals through 2009: The Trustees resumed discussion of the ED goals (Appendix K) that had begun at the retreat and discussed the need to counter balance respecting the work the Vice-President and ED had done in establishing the prioritization of goals and the need to support the new Interim Minister, as the success of the interim ministry is paramount to the church. The ED suggested that as the Stewardship Committee is functioning very well, his top priority goals in support of Stewardship could be moved to secondary priorities and that this would allow him time to work with and support the Interim Minister (moving this goal to the top priority list).

Motion: Laura Wood — Endorse and support the ED goals with the changes suggested above.

Second: Jeff Hutchens

Discussion: There was no further discussion.

Vote: All affirmative.

Holiday Policy Change: The ED presented a proposed revision to the Holidays policy (Appendix L).

Motion: Derek Howard – adopt the revised Holidays Policy as presented.

Second: Laura Wood

Discussion: There was no further discussion.

Vote: All affirmative.

Executive Session: The Trustees entered Executive Session to discuss personnel issues and persons who were not trustees left the room.

After confidential discussion, the Trustees came out of Executive Session.

Motion: Derek Howard – Extend the length of the meeting by five minutes to allow business to be completed.

Second: Jeff Hutchens

Discussion: There was no further discussion.

Vote: Affirmative – 10, Negative – 1, Abstain – 0

Motion: Derek Howard – Adopt the proposed letters of agreement with the Director of Religious Education and the Music Director as presented and amended.

Second: Luther Elmore

Discussion: There was no further discussion.

Vote: Affirmative – 10, Negative – 0, Abstain – 1 (Aaron Osmer)

Adjourn: With no further business, the President adjourned the meeting at 9:35 p.m.

Respectfully Submitted,

Chris Jimmerson

Secretary

Reports and Supporting Documents: