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

Tuesday, June 21st, 2010 at 6:30 p.m.

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

In Attendance:

Trustees: Eric Stimmel, President; Chris Jimmerson, Vice-President; Kae McLaughlin, Treasurer; Beverly Donoghue, Assistant Secretary; Nell Newton, Immediate Past President (Ex-Officio), Margaret Borden; Eric Hepburn; Brendan Sterne; Susan Thomson; 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: None

Call to Order

The President called the meeting to order at 6:37 p.m.

Adoption of Agenda

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

Motion: Chris Jimmerson — Adopt the agenda.

Second: Michael West

Discussion: None

Vote: All affirmative

Reading and Lighting of the Chalice

The Interim Minister led the Trustees in reading in unison the Board covenant (Appendix, page 2), and the President lit the chalice, which was colorfully decorated by the Stimmel family – and inscribed with “Open Minds – Listening Ears – Loving Hearts.”

Visitor’s Forum

No visitors were present at the meeting.

Consent Agenda Items

The Trustees had read the consent agenda items (Appendix, pages 3-20) prior to the meeting.

Motion: Chris Jimmerson — Adopt the agenda.

Second: Brendan Sterne

Discussion: None

Vote: All affirmative

Discussion and Action Items – Governance

See Appendix, page 21, for Governance Principles.

Speaking with One Voice: The President referenced a recent flurry of contradictory e-mails on the same topic and proposed that he should be the first to respond to questions e-mailed to the Board. He could direct the question to the appropriate Board member or to the “justboard” list-serve. The Board member(s) would respond to the President, and he would respond to the questioner. The goal is to simplify e-mail communications.

Process Evaluation/Observation Roles: The Vice-President noted that the Board is not fully into policy-based governance and that not all Board members have been trained in policy-based governance. He proposed having a timekeeper for each meeting, and he volunteered to be the timekeeper for this meeting. He suggested that all Board members should fill out the Meeting Monitoring Guide (Appendix, page 22) and have a five-minute discussion on observations at the end of each Board meeting. He also proposed that one Board member would review Board members’ comments on the Meeting Monitoring Guide and report back at the next meeting. The Vice-President volunteered to review the monitoring comments and report back at the July Board meeting.

The Trustees discussed the following:

It is best to take two minutes to discuss the meeting immediately afterward, including what aspects need improvement. Members could use exception review. If Trustees are unsure about an item, they can pay more attention to it in the future.

Additional questions submitted by Joe Sullivan are on page 23 of the Appendix.

The Meeting Monitoring Guide has too many questions and is overwhelming. However, the Guide is good as a reminder, and perhaps over time Trustees will become accustomed to using this meeting evaluation format.

The discussion will be about the process. More roles may be added later after the Trustees have been trained by Joe Sullivan.

The Vice-President noted that during a recent conference call, Joe Sullivan, the policy governance consultant, discussed getting the philosophy of governance ready to vote on in July. He suggested taking the list of items, refining the list like Nell and Janet did with the covenant, and presenting it at the July Board meeting.

Reflection on Board Retreat: Brendan Sterne noted that a lot of work was accomplished at the June 12th retreat. The focus was on accuracy, and there is more to do, but he observed that Trustees demonstrated a superb use of time. Joe Sullivan also thought the retreat was very productive and that many parts are happening with the Governance Transition Plan (Appendix page 24). The Trustees reviewed the plan’s tasks, timelines, and task assignments and made the following comments:

Wordsmithing the Nested Bowls – in next 2 weeks? — Rose Ann Reeser, Brendan Sterne, Nell Newton, Chris Jimmerson, and Margaret Borden.

Nested Bowls provide the context for values. Narrowing down the values, mission, and ends to make more poetic.

The Nested Bowls team will ask for Trustees to review and comment on significant edits.

The Vice-President suggested that when people e-mail their edits to follow the President’s “one voice” policy.

2.Board meeting to approve the Nested Bowls? — No, the July Board meeting is two days after the July 18th service.

3.Prepare for the July 18th service — Chris Jimmerson, Nell Newton, and Margaret Borden.

One Trustee suggested giving the congregation the retreat handouts the Trustees received to show how the Board reviewed these comments to distil the essence of the congregation’s ideas.

Another suggestion was to display the actual posters created during the visioning sessions so the congregation could see before the service that all their comments were considered.

Eric Hepburn volunteered to help with planning the July 18th service.

Brendan Sterne’s first child is due July 18th, so all Trustees should be ready to help as needed with this important service.

4.Produce Philosophy of Governance statement – by July Board meeting — Brendan Sterne, Chris Jimmerson, Susan Thomson, and Klondike Steadman (Governance Task Force)

The governance philosophy will be a model since it will continue to be refined after the July meeting.

5.Declaring Policy-based Governance as our model – by July Board meeting

6.Prepare Governance Transition Frequently Asked Questions (FAQs) – by July 18th service – Governance Task Force

7.Select example policy sets for Board to study — by August Board meeting – Governance Task Force

8.Schedule a community/leadership policy governance session (to be held in September?) – in the next 2 weeks? – Governance Task Force

This event will roll out policy governance to congregational leadership, and Joe Sullivan will be present.

Should this event be for current leadership or anyone who is interested?

Trustees need to pick the date soon since Joe Sullivan’s calendar fills up fast after General Assembly.

October 10th is the All-Council meeting so this meeting could be used for the policy governance session. October 10th is also the middle of the Stewardship Campaign. Last year’s campaign used 50 people, so there is a lot of cross-over. Perhaps the All-Council meeting should be held in September.

9.Schedule a Board policy-writing picnic (to be held in November?) – in next 2 weeks? – Governance Task Force

The Executive Director will be out of the office November 6th through 13th.

Saturday, November 20th is the proposed date, with the hope that Joe Sullivan will be available that day.

10.Look at bylaw revisions – commissioned in October, report to Board by February? — Bylaws Task Force (to be appointed)

11.Determine Executive Model – by August Board meeting

Trustees’ discussed the following considerations about the timing of this task:

Timing is driven by the ministerial search timeline.

The Governance Task Force could present their recommendations at the August Board meeting or at the July meeting.

The ministerial candidate will be in Austin in the spring. The Executive Model needs to be part of First UU Church of Austin’s packet for ministerial candidates.

Trustees discussed the pros and cons of specifying the governance model before the settled minister arrives:

Why commit to one model before reviewing candidates? The model should be flexible, depending on the candidates we are most interested in.

Deciding the Executive Model in advance narrows the decision on ministerial candidates too much. Some ministers want to be the single contact for the Board.

Joe Sullivan’s view is that the Executive Model should be decided by the congregation in advance and should be very clear to candidates about authority, responsibility, and executive structure.

Ambiguity about the Executive Model may set us up for difficulties when it is unclear and we end up negotiating what the Executive Model will be with the ministerial candidate.

It is unfair to candidates to be unclear. We need to specify a set of skills that we are looking for. Candidates need to know whether we want a Chief Executive Officer or a shared executive.

Role assignments may change when you add a new person to the mix.

We know ourselves best and what will work best. We will decide on the model based on what seems to be the best fit for now. The Board can change its mind or tweak the model in five years. It is important for Trustees to present a united front.

We need to know the process for developing recommendations for the Board in August, and the Executive Director needs to be included in the process.

Trustees noted the following resources for designing the Executive Model:

UUA’s Stefan Jonasson

survey of large churches

Joe Sullivan

the Executive Director/Administrative Task Force that developed the initial model.1 Cindy Raab will be asked to participate.

A liaison from the ministerial search committee, so they know the Executive Model decision is not an arbitrary one.

Sharon Moore, who has been an Executive Director before – Susan Thomson will invite Sharon to work with the governance task force before the July Board meeting.

12.Support Stewardship Campaign – Fall

The actual campaign is during the month of October.

The President applauded Brendan Sterne for his diligent work on the Governance Transition Plan, but expressed concern that the Board might be trying to do too much too fast. He questioned whether the intense schedule might lead to volunteer overload. The Vice-President suggested that the timeline could be pushed back to July-August. He also suggested that Joe Sullivan should be brought in as a consultant to assist with items 3 and 6, planning for the July 18th service and developing the Policy Governance FAQs.

Board reflections on the retreat included:

What Trustees came up with during the retreat was exciting.

Thanks to Trustees for cleaning up.

Michael LeBurkien found his gifts, could not tell a meeting had been held at his house, found Kae’s briefcase, and prefers the Board’s furniture arrangement to his own.

There was such good teamwork

Appreciation for the Board’s enthusiasm and how they cranked out their ideas

Pulling out the values simplified the mission statement.

It really helped that Joe Sullivan kept reminding the Board to keep it succinct.

Joe Sullivan and Laura Park, head of Unity Consulting, were very impressed with the Board’s work. He was surprised that the Board got further than most churches he’s worked with.

The Interim Minister noted that the Board knows how to cooperate. The challenge is to translate that cooperation to the congregation and community.

Presentation of Mission to Congregation: Chris Jimmerson, Nell Newton, and the other Nesting Bowls wordsmiths will refine the poetry and precision of the draft mission developed by the Board at the retreat: “We gather in community to nourish souls, transform lives, and do justice.”

The Trustees discussed the following:

The mission will need to be changed in the bylaws.

Will a special congregational meeting be held to change the mission?

Joe Sullivan recommended that the congregation vote on the mission at the December congregational meeting and that the mission be removed from the bylaws.

Brendan Sterne was thankful that the Board approved $15,000 to complete the policy governance work. There was a one-vote difference in the vote to approve these funds. To date, about $7,000 has been spent.

Discussion and Action Items – Other

Background on Board Liaisons and their Function under Policy Governance: Nell Newton explained that in the past, one of the first things the Board did was to have Trustees sign up to be liaisons for the various committees, usually more than one. Under policy-based governance, the executives oversee committees’ work. Board liaisons would triangulate this arrangement. It is assumed that committee chairs will go to the executive who oversees that area. Trustees can still talk to people, but Trustees need to ask if the committee chair has talked with the Interim Minister or the Executive Director, as appropriate.

The Executive Director advised that a formal announcement to committee chairs should be made at a future All-Council Meeting. An informal decision made by the Board two years ago will be rolled out in the fall.

The Trustees and staff discussed the following:

The formal announcement could be done in July – after the Board does the July 18th service.

The Board should wait until the fall to make the announcement because some committee chairs will need more one-on-one conversations to feel comfortable with this new arrangement.

As the Board is transitioning to policy governance, Trustees should ask committee chairs to go to the Executive Team and wait until later to make this policy official.

The policy is still confusing.

The Board should advise leadership to contact the Board about policy issues.

Board liaisons play a valuable role. Trustees have built-in expertise — based on their interests and familiarity with committees — that they can bring back to the Board to inform them when discussing a related issue in Board meetings.

The Board needs to look at the linkage role that Board liaisons play.

The Board liaison role should be reborn so it is congruent with the linkage strategy.

The Board risks continuing to involve itself in operational issues.

As the Board becomes more familiar with policy governance, adjustments will be made.

The Vice-President suggested that the Board add linkage to the July Board meeting agenda and develop a series of steps.

Visitor’s Forum Recommendation: Margaret Borden nd summarized her recommendations for the visitor’s forum (Appendix, page 25):

Congregation members should not bring problems to Board meetings since the Board cannot take action if the item is not on the agenda.

The ten minutes allotted to visitor’s forum should be divided by the number of visitors present.

Members must give action items to the Board Secretary by the first Tuesday of the month for possible inclusion on that month’s agenda.

Reassure members that if they have any questions, they can approach any Board member.

The Trustees and staff discussed the following:

Members should contact the Secretary for consideration of an item to be considered for the next Board meeting agenda. The Executive Committee, of which the Secretary is a member, will decide whether to include the item on the agenda.

One Trustee expressed concern that once the Board has true linkage opportunities, the visitor’s forum may not be needed. Linkage events will help a great deal. Otherwise the Board may have to correct a member in a public forum for bringing an action item that is not on the Board’s agenda.

It is important for people to have opportunities to give the Board a piece of their minds. They may want to see all Board members at the same time. People come for all kinds of reasons – to admonish, to thank, to announce, etc. There needs to be a place to bring these to the full Board.

Make sure the visitor’s forum is a line item on the linkage “to do” list.

A community forum offered three times a year could be offered as a forum for members and friends. There is some concern about training inappropriate behavior by members.

Be mindful of the covenant for the Board and Executive Team, which says that we support each other in the face of congregational misunderstandings and disagreements, address concerns directly with each other in a timely manner, and encourage other in the church to do the same.

Board meetings are a perfect time to educate people who come to do mudslinging – to teach about our covenant and redirect them to appropriate behavior. We need this interim step rather than suddenly changing to no visitor’s forum. Trustees must be willing to bring the visitor’s forum back into covenant.

Could add to the last paragraph, “…whether a specific item is a policy or program issue”

A two-minute maximum was suggested for each speaker since an item can lead to 15 minutes of discussion by the Board.

Ninety percent of this issue is setting up a linkage system. A two-minute limit is an unnecessary constraint. The final paragraph is unnecessary. Any Board member can talk to anyone at any time about anything.

Motion: Eric Hepburn – Table the visitor’s forum draft until the Board does the linkage discussion

Second: Chris Jimmerson

Discussion: None

Vote: All affirmative

There was a quick reminder for each Trustee to sign up as Board representative for the Sunday morning service for the next three months. Board representatives read the special notes at the end of the service, come early to greet, stay late to greet. From June through August, only one representative is needed each week. Starting in September, two Board representatives will be needed each week.

Update on Stewardship: The President spoke with Bill Edwards and Tyler ?? about developing a theme about the mission/vision.

The Trustees discussed the following:

We do not want the congregation to have double vision or blurred vision.

Brainstorming about the mission is fine as long as the focus stays on the mission.

Gift for Luther Elmore: Nell Newton noted that the Trustees had overlooked Luther Elmore’s contributions to the Board when he had to leave the Board before the end of his term as Treasurer. Nell would like to collect donations to buy a gift card to BookPeople. She asked that Trustees see her after the meeting if any would like to contribute to the purchase of Luther’s gift.

Finance Committee Report: The Treasurer was tasked to revise the Finance Committee’s job description to reflect recent Board decisions. Her proposed edits (Appendix, page 26) include:

Budget: Delete preparation of the annual budget from the Finance Committee’s list of responsibilities. One of the Executive Director’s responsibilities in his job description is the preparation of the annual budget. The Board assigned annual budget authority and responsibility to the Executive Team during the April 2010 Board meeting.

Rental policy: Delete references to Finance Committee authority and responsibility – The Board approved a proposal at the April 2010 Board meeting to delegate rental policy responsibility to the Executive Team.

The Trustees discussed the following:

Trustees confirmed that these changes reflected Board policy decisions made at the April 20th Board meeting.

The Executive Director goes to all Finance Committee meetings.

The Treasurer clarified that budget authority is delegated to the Executive Team rather than the Executive Director.

Motion: Brendan Sterne – Amend the Finance Committee Report recommendation to change budget authority delegation from the Executive Director to the Executive Team.

Second: Eric Hepburn

Discussion: None

Vote: All affirmative

Motion: Brendan Sterne – Adopt the Treasurer’s proposed description change of the Finance Committee as amended

Second: Eric Hepburn

Discussion: None

Vote: All affirmative

Treasurer Description: The Treasurer referred to her proposed edit of the Treasurer description in the Policies and Procedures Manual (Appendix, page : Delete the Treasurer’s responsibility of working with the Finance Committee to prepare the annual budget – to reflect the Board’s delegation in April of annual budget preparation to the Executive Team.

Motion: Chris Jimmerson – Amend the Treasurer Description to reflect the proposed description change of the Treasurer description.

Second: Eric Hepburn

Discussion: None

Vote: All affirmative

Report on Budget Updates Regarding New Minister’s Contract: The Treasurer referred to Budget Shortfall for Interim Minister #2’s cost in 2010 (Appendix, page 28). The “Difference” column represents the possible $6,632 shortfall for the Interim Minister during September to December 2010. We do not know yet what Interim Minister #2’s moving expenses or professional expenses will be but we can assume that ten percent of his salary will be for professional expenses, and ten percent of his salary will be for moving expenses. It appears that the church will be about $18,500 short for the budget year because of the Rev. Broc’s expenses. The Treasurer referred to the paragraph in Section 2 of the Interim Minister #2’s signed contract, where he can switch funds from moving to professional expenses.

The Trustees and staff discussed the following regarding the budget dilemma:

Professional expenses are capped, and moving expenses are capped. The flexibility concerns benefits only. So delete the “*” note on the handout that “the contract stipulates that Interim Minister #2 may spend money from one allowance to another. Therefore, if he does not spend the $8900 in moving expenses, he can use remaining portions for professional expenses, disability [insurance], etc.”

Interim Minister #2 should be able to shift funds both ways — from moving expenses to professional expenses and vice versa.

The Board has committed to spend funds it does not have. As a result, the Board will need to raise the funds. If Trustees talk directly to a handful of angels, this would distract from the October Stewardship Campaign.

The Financial Assets Management Policy (FAMP) says that the Board may allocate up to $10,000 for unanticipated expenses in the budget. he Board could keep these expenses outside of the budget since the restriction is on the operating fund. There are other potential funding sources such as the long-range fund.

When must the Board decide what to do? The Board will pay Interim Minister #2’s monthly salary. The maximum potential liability is about $24,400, but the Board needs to ask him how much he needs for moving expenses.

The budget is a plan. We have a signed contract to which the Board is bound. Trustees must deal with a financial policy restriction that is not realistic.

The Board unknowingly violated the FAMP with the offer to Interim Minister #2. How should the offer have been handled? Could the Board have gone to the congregation to vote on changing the budget mid-year? The best advice from the UUA and consultants was to offer this salary to ensure ministerial quality.

The Trustees and staff discussed several concerns about the FAMP:

The FAMP requires that only one month’s expenses remain in operating reserves, which does not follow the customary four to six months reserve of customary financial best practices. Logically speaking, the Memorial Savings Fund could be used, but the FAMP does not permit use of these funds until one year later. As a result, the FAMP ties the congregation’s hands to meet the needs of the church.

The FAMP has no provision for flood insurance.

The FAMP fails to do several things and is not best practices. Parts of the FAMP should be separate, and parts of the FAMP should be in the bylaws.

An additional financial concern was mentioned. The Settled Minister Search Committee has agreed on a $1,700 budget required for their work. The church has already funded $3,700 — $3,500 plus a $200 item. The Settled Minister’s need for funds is another example of how the FAMP prevents effective financial decision-making to address congregational needs.

A Trustee voiced a concern that the accidental FAMP violation occurred as the church neared the mid-point of interim ministerial tenure, which could negatively impact the search for a settled minister.

The FAMP provides for the Board to cut the budget, lay off staff, cut health insurance for all staff, and turn off electricity during the summer. The Board elected not to take these actions because they would be immoral.

Simply put, the FAMP does not trust the congregation to spend its own funds wisely.

The FAMP overrides policy, so the FAMP will override policy governance.

The Trustees discussed the way to proceed:

The wisest course for the future is to revise the FAMP.

The Board needs to develop a proposal on what the Executive Team’s financial management policy should be. In December 2009, a proposal to change the FAMP requirements from approval at two semi-annual meetings to approval at one semi-annual meeting did not come close to passing. People proposing it were unprepared to explain the positive impact on financial decision-making. Strong proponents of the current FAMP did not realize the limitations of the FAMP.

Strong resistance to revising the FAMP is rooted in distrust or mistrust. Serious consideration of this issue involves a paradigm/cultural shift.

The Board needs to announce to the congregation that it unknowingly violated the FAMP. Trustees must show that the Board was hamstrung in addressing the proposed compensation to contract with a quality Interim Minister #2 because of the limitations of the FAMP.

The Board must accomplish two things: 1) develop a strategy for the December meeting to change the FAMP; 2) overcome the current culture by presenting a vision of the most appropriate financial management policy – one that takes the best practices in the current FAMP and adds to them.

The Board will need to get funds from places other than the operating fund but is not deciding from where at this time.

Process – Meeting Evaluation Forms: The Trustees made the following observations about the first Board meeting led by the new Board officers:

The President did a great job in moving the meeting along and keeping everyone on track.

Thanks to Beverly Donoghue for serving as Secretary while Klondike Steadman is out of the country.

It would be helpful to bring a few extra copies of the comprehensive packet to Board meetings.

The Vice-President did a good job monitoring the time spent on most agenda items.

At the retreat, Trustees used one to five fingers, with five being the highest, to represent whether they felt like they were heard. Tonight all but two Trustees responded with five fingers, and those two responded with four fingers.

On the need to raise hands to be called on by the President to speak, the Board needs to create ways to allow for more give-an-take when needed on a particular topic. One way is for the President to ask a Trustee with experience/expertise on a particular topic to provide information that is relevant to the discussion and when finished speaking, return to recognizing the raised hands, one-by-one, of those waiting to speak.

Even if the discussion goes in a different direction when a Trustee has not had a chance to speak, when it is his/her turn to speak, the person can always say, “Let us go back to the issue of…that we were discussing…”

When several people tried to talk at the same time, the President did a good job of structuring input.

For the best way to evaluate interactions and conversations, Michael West described a method he used several years ago: scoring whether and how often an individual asked the most questions, gave information, provided clarification, sought information, suggested action, reinforced someone, disagreed, interrupted, etc. He reviewed his observations of individual contributions by Trustees and staff during the first half of the Board meeting and noted that there were lots of reinforcing comments.

The Vice-President had a question for the group. He served as timekeeper. He let the discussion go as long as the stated agenda time. Was this okay? Trustee comments included:

Let the conversation continue a little longer if the comments are productive and mostly on topic.

One Trustee expressed some frustration over spending a lot of time on small points. He also noted that the evaluation focus is all about process, and the Board is learning as it goes.

The Trustees made the following comments about the meeting evaluation:

Most Trustees said they were heard.

It might help if Trustees do not put their hands up until the current speaker has finished talking. One Trustee slightly holds up his pencil, in an unobtrusive way, to alert the President that he would like to speak eventually. The point is for Trustees to make sure they are actively listening.

Trustees were pleased that Michael West wrote down his observations about the process, not content, of the meeting. It would help to have a grid with names, where Board members could keep track of process observations like Michael had done.

Two Trustees encouraged other Trustees to ask them to stop talking if they were asking too many questions. Both said they would understand and would not be offended.

Trustees cannot always tell when someone is through speaking. Perhaps if each speaker could say when they have finished.

Eric Hepburn volunteered to be timekeeper for the July Board meeting.

Trustees had these closing comments:

Thanks to Brent Baldwin, Director of Music, for the choir’s wonderful performance of “Cloudburst”.

As the Board is phasing in roles, let Eric Hepburn know about supplies needed for the Board box and chalice.

Trustees were reminded of the follow-up role: calling Trustees who miss a Board meeting to bring them up to date on highlights of the meeting and what was discussed.

Nell Newton reminded Trustees that she was collecting donations for Luther Elmore’s gift.

Returning Trustees welcomed Susan Thomson and Eric Hepburn, who are both new Trustees to the Board.

Board-Executive Team Covenant Reading: The Trustees and staff read aloud the Covenant of Healthy Relations for the Board and Executive Team (Appendix, page 29).

With no further business, the President adjourned the meeting at 9:20 p.m.

Respectfully Submitted,

Beverly Donoghue

Assistant Secretary