Draft of 8/11/01

Revised 9/15/01

Revised 10/20/01: added composition of executive team

Revised 2/2/02: added II A 5; II C. 3. deleted, detailed restricting bad behavior by congregant; also misc. typos, spaces

 

  1. Executive Team Limitations

    2. The Executive Team shall not cause or allow any practice, activity, decision, or organizational circumstance that is in violation of our Unitarian Universalist principles, in violation of our Bylaws, in violation of our Mission Statement, in violation of commonly accepted business and professional ethics, imprudent, or in violation of any laws. In case of conflict among the above limitations, the Executive Team shall abide by them in the order listed.

    TODO: Table of Contents of letter-level items.

    TODO: move to Bylaws: BOT policy shall be consistent with the five-year goals adopted by the congregation. Ingrid thinks better not to put in by-laws. Review entire by-laws. )

     

    1. SHARED MINISTRY

      2. The Executive Team shall not violate the principle of Shared Ministry, which affirms the value and necessity of mutually affirmed visions, wisdom, capacities, skills and commitments of the laity and professional ministry in facilitating the mission of the congregation. (TODO: check Mark Savage’s language in settlement agreement).

      Accordingly The Executive Team and its delegates shall not fail to:

      1. Obtain consent of the Board before making material changes to the Associates Programs.
      2. Empower parties directly affected by programs and decisions by communicating with them in a timely fashion and soliciting appropriate feedback.
      3. Delegate decision-making and authority to the appropriate levels.
      4. When appropriate, engage concerned members of the congregation in an open conversation regarding its deliberations.
      5. Ensure the use, maintainance, and availability of written policies, charters, and job descriptions within the policies adopted by the Board to Trustees to govern the operation of the church.
    2. EXECUTIVE TEAMWORK

      3. The Executive Team shall not:

      1. Fail to speak as one voice to all parties to whom the Executive Team is responsible or over whom it has authority.
      2. Fail to include and consult with each other on all material issues.
      3. Fail to honor and support each other’s views and positions.
      4. Fail to support the recommendation of the senior minister or co-ministers when the Executive Team is evenly divided on an issue.

       

    3. TREATMENT OF CONGREGANTS:

      4. With respect to interactions with and among congregants, the Executive Team shall not cause or allow conditions, procedures, or decisions that are unsafe, undignified, unnecessarily intrusive, that fail to provide appropriate confidentiality or privacy, or that fail to apply the standards of the Church’s Mission and Ends and Unitarian Universalist principles.

      The Executive Team shall not:

      1. Violate the confidentiality of member pledge information, except as required by members of the Operations Council and Canvass Committee to carry out their responsibilities.
      2. Fail to establish, publicize and follow written policies for processing member concerns and suggestions.

       

    4. TREATMENT OF STAFF AND VOLUNTEERS

      5. With respect to the treatment of paid staff and volunteers, the Executive Team may not cause or allow conditions that are unfair or undignified or that fail to apply the standards of the Church’s Mission and Ends and Unitarian Universalist principles.

      Accordingly, Executive Team members shall not:

       

      1. Discriminate against existing or potential staff based on race, creed, ethnicity, national origin, gender, physical disability, marital status, sexual orientation, or gender characteristics, identity or expression.
      2. Subject staff or volunteers to unsafe or unhealthy conditions.
      3. Fail to post in a prominent place current, established, internal complaint procedures or prevent staff from using them.
      4. Operate without written personnel policies that clarify personnel rules for paid and volunteer staff, and provide for effective handling of grievances. (TODO: think about limited personnel policy for volunteer staff).
      5. Fail to ensure that paid staff receive written reviews at least every 6 months.
      6. Fail to ensure that key volunteers receive regular, individual support and feedback sessions at least every six months.
      7. Pay members for professional services, except by special approval of the Board.

       

    5. COMPENSATION AND BENEFITS:

      6. With respect to compensation, employment, and benefits, the Executive Team shall not cause or allow jeopardy to the fiscal integrity or public image of the Church.

      Accordingly, the Executive Team shall not:

      1. Change the individual Executive Team members’ compensation, benefits, or allocated professional expenses established by the Board.
      2. Promise or imply guaranteed employment.
      3. Establish current compensation and benefits which:
        1. Provide less than a living wage and some basic level of benefits (TODO: specifics on benefits, i.e. guidelines for medical, disability, vacation, etc., and include part-time employees. Carol Galante to check BridgeHousing’s guidelines) to all full-time employees, though provision of differential benefits to encourage longevity in key employees is not prohibited.
        2. Create obligations over a term longer than revenues can be safely projected. (In any event compensation and benefits are always subject to adjustment based on budget shortfall.)
        3. Exceed the Church’s ability to pay given current budget constraints.
      4. Establish deferred or long-term compensation and benefits:
        1. Without approval of the Board or its designee (TODO: BOT must adopt guidelines for particular classes of employee)
        2. Which cause unfunded liabilities to occur or in any way commit the Church to benefits that incur unpredictable future costs.
      5. Fail to consider in their Strategic Plan and budget the guidelines of the UUA and the prevailing wages for similar skills in the local non-profit market.
    6. BUDGETING:

      7. Financial planning for any fiscal year or the remaining part of any fiscal year shall not deviate materially from the Bylaws of the Church, the current Five Year Plan or the Board's Ends priorities, or risk financial jeopardy.

      Accordingly,

       

      1. To facilitate the Board’s timely approval of a budget, the Executive Team shall not fail to provide to the Board a balanced budget proposal by a date specified by the Board (see Table of Limits).
      2. In developing a draft balanced budget proposal, the Executive Team shall not plan to use funds from the investments (savings accounts) in ways that are contrary to restrictions placed on these funds by the donors, the Board, or the membership of the Church.
      3. To insure that allocation of Church resources reflects the priorities of the Church, the Executive Team shall not fail to follow the Annual Plan (set by the Board pursuant to Policy III.C) in developing a draft balanced budget proposal.
      4. To support the Board’s work in setting an Annual Plan, the Executive Team shall not fail to provide the Board, by the dates specified in the Executive Reporting Schedule (TODO: build this table appendix, add "last day of January of each year" for this to Table and dates for the sub-reports), a review of the major programs of the Church including input from all church Councils (Council of Convenors, LEAP, Justice, Operations, Worship, Membership, Facilities, and Ministry). This "Program Review" shall include at least the following: a self-evaluation of the Executive Team’s performance in meeting the goals of the past year’s Plan, and the Executive Team’s thoughts on goals or objectives for the coming year.
    7. FINANCIAL ACTIVITIES:

      8. With respect to the Church’s actual, ongoing financial activities, the Executive Team shall not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from Board priorities established in Ends policies. (TODO: cross-check with OPS policies, e.g. reserve fund minimum, no committee budget carryovers, etc.)

      Accordingly, the Executive Team shall not:

       

      1. Expend or invest any funds restricted by the donor, the Board, or the membership in a manner inconsistent with the restriction.
      2. Expend funds inconsistently with the expenditure categories in the budget, except to the extent that transfers between categories are authorized by the Bylaws, the membership, or the Board.
      3. Indebt the Church in an amount greater than can be repaid by certain, otherwise unencumbered revenues within three months.
      4. Fail to notify the Board before indebting the Church.
      5. Make loans between funds that cannot be repaid within three months.
      6. Allow cash to drop below the amount needed to meet payroll and debts in a timely manner.
      7. Fail to inform the Board in writing concerning actual revenues and expenditures and appropriate comparisons and projections, at a frequency specified in the Policy on Monitoring Executive Team Performance (See IV E. in SF -- TODO: insert hyperlink cross-reference).
      8. Make any material purchases not provided for in either the capital expenditure or operational projections or in conflict with restrictions on the execution of contracts (see Execution of Contracts section, below.).
      9. Receive, process, or disburse funds (e.g. collections, bookstore revenues, etc.) without controls sufficient to meet generally accepted standards. These standards shall include, at a minimum, the following:
        1. Requiring two signatures on all checks over the amount specified in the Table of Limits (TODO: make sure this is added, $500!).
        2. Authorizing limited access to operating and investment accounts.
        3. Furnishing regular reports regarding the Church’s investments (but in no event less than quarterly).
        4. Requiring reconciliation of the operating accounts monthly.

      TODO: Fundraising policies: needs to be part of the budget process, subject to restrictions on dedicated fundraising.

       

    8. AWARDING GRANTS:

      9. No one other than the Executive Team or their express designees shall award any grant on behalf of the Church. The Executive Team and their express designees shall not award any grant that fails to serve the Ends and avoid unacceptable Means.

      Accordingly, the Executive Team or their express designees shall not:

       

      1. Award any grant in excess of the "Grant Award Limit" amount set by the Board annually.
      2. Fail to oversee the grant approval process.
      3. Fail to collect, review and retain a written grant application.
      4. Fail to collect, review and retain quarterly follow-up reports on grant activities.
      5. Fail to consider the budgetary, staff, and facility impacts of the grant award.
    9. APPLYING FOR GRANTS FROM OUTSIDE FUNDING AGENCIES:

      10. No one other than the Executive Team or their express designees shall apply for any grant on behalf of the Church from outside funding agencies. The Executive Team and their express designees shall not apply for any grant that fails to serve the Ends and avoid unacceptable Means.

      Accordingly, the Executive Team or their express designees shall not:

       

      1. Fail to oversee the grant application process.
      2. Fail to collect, review and retain information about the grant application.
      3. Fail to collect, review and retain quarterly follow-up reports on grant activities.
      4. Fail to consider the budgetary, staff, and facility impacts of the grant application.

       

    10. EXECUTION OF CONTRACTS.

      11. No one other than the Executive Team, the Board President (or Vice President, in the President’s absence), (TODO: is this list complete?) shall execute any contract on behalf of the Church. The Executive Team and their express designees shall not enter into any contractual arrangements that fail to serve the Ends and avoid unacceptable Means.

      TODO: explicitly lay out contract signing authority.

      Accordingly, the Executive Team or their express designees shall not:

       

      1. Fail to obtain Board approval prior to executing any contract in an amount greater than the "Contract Limit" amount set by the Board annually.
      2. Make a single purchase or commitment of greater than an amount specified by the Board annually without obtaining and considering at least three bids or offers, unless under the circumstances they believe it would be manifestly unreasonable to obtain and consider multiple bids or offers.
      3. Fail to seek legal advice, when necessary, to interpret and assess contractual terms.
      4. Hire non-called ministers.

       

    11. ACCEPTANCE OF RESTRICTED GIFTS:

      12. The Executive Team shall not accept any gift with restrictions that are contrary to the standards of the Church’s Mission, Ends and the Unitarian Universalist principles.
      (TODO: planned giving may need more complete gift acceptance policy, per Ingrid M.)

       

    12. ASSET MANAGEMENT:

      13. The Executive Team shall not allow the assets to be unprotected, inadequately maintained, or unnecessarily risked. Notwithstanding this limitation, the Executive team shall not invest in assets whose purposes are in conflict with the Church’s Mission and Ends, or with Unitarian Universalist Principles.

      Accordingly, the Executive Team shall not:

      1. Fail to adequately insure against theft and casualty losses at replacement value less reasonable deductible and/or co-insurance limits. This paragraph does not require insurance for earthquakes.
      2. Fail to insure against corporate liability and personal liability of Board members and paid staff (including part-time staff) relating to Church business, taking into account pertinent statutory provisions for indemnification and exemptions applicable to California non-profit organizations. (TODO: do we have "D&O" (Directors and Officers) liability insurance? Helen Bishop: We need professional liability insurance for anybody involved in counseling, e.g. pastoral associates. This is not expensive, about $50 per year, and may require training of pastoral associates)
      3. Allow volunteers access to material amounts of funds without prior training and without having established fiscal controls. More than $1,000 shall in all cases be considered a material amount.
      4. Fail to preserve our historic building and other property by:
        1. Subjecting plant and equipment to improper wear and tear or insufficient maintenance.
        2. Selling, purchasing, encumbering, or disposing of real property without advance authorization from the Board.
        3. Allowing alterations to the property that would violate its status as a national and state Historic Landmark.
      5. Unnecessarily expose the Church, the Board, or staff to claims of liability or risk the Church’s non-profit status.
      6. Fail to implement and adhere to this policy defining investment income and usage of funds:
        1. It shall be the policy of the Church that the various Church funds be invested with a view to obtaining the maximum total return, from a combination of traditional income and appreciation of principal, including realized and unrealized capital gains, consistent with prudent concern for the preservation of principal. This policy may result in the investment of the Church’s funds in a manner that will yield only modest traditional income.
        2. For those funds for which expenditures are limited to income, it shall be the policy of the Church to appropriate as income such reasonable portion of the net appreciation, realized and unrealized, in the fair value of the assets over the historic dollar value of the funds as may be available and necessary in order that the annual expenditures, including traditional income and appropriated appreciation, shall range from 4% to 6% of the value of the fund, as recommended by the Board and determined by the Congregation each year in adopting the Church’s budget for the ensuing fiscal year.

          (TODO: specify for Operations Council to what the funds this policy applies, e.g. The Brummel Trust, about $13K annually, UUA Endowment, about $10K annually) (TODO: bring the Capital Campaign within the purview of these policies and the Board).
      7. Invest operating capital in insecure instruments, including uninsured checking accounts or bonds or certificates of deposit of less than A (strong) rating (under Standard & Poor’s rating system) or equivalent.
      8. Endanger the Church’s public image or credibility, particularly in ways that would hinder accomplishment of its Mission.
      9. Fail to implement the asset allocation for the Church’s funds, as set annually by the Board.
    13. ASSET UTILIZATION:

      14. The Executive Team shall not fail to devote Church assets to endeavors that support Ends policies and are congruent with Unitarian Universalist principles.

      Accordingly, the Executive Team shall not:

       

      1. Fail to use its best efforts to mobilize the Congregation and staff to fulfill the Church’s mission and Unitarian Universalist principles.
      2. Fail to welcome the Oakland community into the Church’s sanctuary and center. (TODO: incorporate language in City of Oakland grant to CUFL, agreement between CUFL and the Church re: our obligation and commitment to supporting community services in downtown Oakland).(TODO: specify percentage of building use devoted to community use here or in ends).
      3. Fail to use its best efforts to increase and diversify the membership of the Church.

       

    14. COMMUNICATION AND SUPPORT TO THE BOARD:

      15. The Executive Team shall not cause or allow the Board to be uninformed or unsupported in its work.

      Accordingly, Executive Team members shall not:

       

      1. Fail to submit monitoring data required by the Board (see Board-Executive Linkage policy TODO: put link here) in a timely, accurate, complete, and understandable fashion, directly addressing provisions of Policies.
      2. Fail to present all other types of information to the Board in a manner that is timely, accurate, complete, concise, understandable, and facilitates decision-making.
      3. Fail to inform the Board in a timely manner of relevant trends, public policy initiatives, anticipated adverse media coverage, material external and internal changes, staffing decisions, and particularly changes in the assumptions upon which any Policy has previously been established.
      4. Fail to advise the Board if the Executive Team perceives the Board to be out of compliance with its own policies on Governance Process and Board-Executive Linkage, particularly in the case of Board behavior that is detrimental to the working relationship between the Board and the Executive Team.
      5. Fail to recommend changes in Policies, the need for which become known to them.
      6. Fail to deal with the Board as a whole except when fulfilling individual requests for information, or responding to members duly charged by the Board.
      7. Fail to report in a timely manner an actual or anticipated noncompliance with any policy of the Board.
      8. Fail to supply for the consent agenda all items delegated to the Executive Team yet required by law, Bylaws, or contract to be Board-approved, along with any monitoring assurance pertaining thereto.