Governing Policies
First Unitarian Universalist Congregation
of Ann Arbor, Michigan
Board of Trustees

We work together to achieve the following ends:

Section 1: ENDS

1.1 Spiritual life
We find inspiration, renewal, and challenge in worship services. Children, youth and adults are enriched by classes and programs that expand religious understanding and nurture spiritual growth rooted in Unitarian Universalist traditions and values.

1.1.1. We actively support Members of this congregation in their journeys toward spiritual growth and self-knowledge.
1.1.2. We gather in worship to share the power of collective spiritual experience.

1.2 Social Justice and Environmental Action
We live our beliefs by creating, sustaining, and enhancing programs that actively engage congregants of all ages in projects that promote peace, justice, and positive environmental action locally and beyond.

1.2.1. This congregation acts in concrete and substantial ways to promote social and economic justice in the larger community.
1.2.2. This congregation acts in concrete and substantial ways to protect the natural environment.
1.2.3. This congregation participates in programs that promote peace and understanding in the world.

1.3 Community
We create and foster community by providing an intentionally welcoming and safe environment where all feel valued and cared for, and where all are given opportunity to form meaningful connections with one another. We foster a climate of purposeful inclusion of all. We cherish the diversity of gender, age, race, ethnicity, national origin, range of abilities, sexual orientation, gender identity, financial means, education, and political perspective. We live together in peace, search for truth in love, and help one another.

1.3.1 We welcome all who enter into this religious community in which Members and friends both value and respect their differences and support and care for one another.
1.3.2 We actively reach out to our surrounding communities to offer our salvific message of the power of love and to offer a place in our religious community to all who share UU values and beliefs.

1.4 Stewardship
We are all active stewards, serving our congregation and pursuing our ministries through prudent and creative use of our resources, whether physical, environmental, financial or human. We show respect and care for our beautiful building and grounds, for our staff, and for one another. We cultivate right relationships among Members of this congregation and with the wider world.

1.4.1 Members and staff of this congregation share and make prudent and creative use of the resources that are available to them in service to the work of the congregation.

1.5 Culture
We are nourished by the culture that has evolved in this congregation throughout our rich liberal religious heritage in Ann Arbor, a culture rooted in our core belief in the inherent worth and dignity of every individual. We learn and grow from our differences. We value our connections, past, present and future, to the Unitarian Universalist world network.

1.5.1 Members of this congregation are supported in substantial ways to live our values and principles, to learn and grow from our differences, to value our history, to participate in regional, national and international Unitarian Universalist programs and to promote awareness of Unitarian Universalism in the wider community.

Section 2: EXECUTIVE LIMITATIONS

2.1.1 With respect to interactions with congregants, the Executive shall not cause or allow conditions or practices that are unsafe, unnecessarily intrusive, disrespectful, or that fail to provide appropriate confidentiality or privacy

2.1.2 The executive shall not fail to provide and maintain mechanisms for communication of congregation activities, actions, and information to and among congregants.

2.2.1 Operate without written personnel rules which: (a) clarify rules for staff, (b)
provide for effective handling of grievances, and (c) protect against wrongful
conditions, such as nepotism, grossly preferential treatment for personal reasons,
or discrimination as prohibited by law or based on sexual orientation.
2.2.2 Discriminate against any staff member for non-disruptive expression of dissent.
2.2.3 Prevent staff from grieving to the board when (A) internal grievance procedures
have been exhausted or (B) the employee alleges that board policy has been
violated to his or her detriment.
2.2.4 Fail to acquaint staff members with the Executive's interpretation of their protections under this policy.
2.2.5 The senior minister shall not fail to provide the staff with opportunities for professional growth and development appropriate to their mission in the congregation.

2.3.1. Promise or imply permanent or guaranteed employment.
2.3.2. Establish current compensation and benefits that deviate materially from the geographic or professional market for the skills employed.
2.3.3. Change his or her own compensation and benefits, except as his or her benefits are consistent with a package for all other employees.
2.3.4. Create obligations over a longer term than revenues can be safely projected, in no event longer than one year and in all events subject to losses in revenue.
2.3.5. Establish or change benefits so as to cause unpredictable or inequitable
situations, including those that:
2.3.5.a. Incur unfunded liabilities.
2.3.5.b. Provide less than a basic level of benefits to all regular employees, though differential benefits to encourage longevity are not prohibited.
2.3.5.c. Allow any employee to lose benefits already accrued from any foregoing plan.
2.3.5.d. Treat the Executive Director differently from other key employees.

2.4.1. Fails to include credible projection of revenues and expenses, separation of capital and operational items, cash flow, integrity of accounts, and disclosure of planning assumptions.
2.4.2. Plans the expenditure in any fiscal year of more funds than are conservatively projected to be received in that period.
2.4.3. Provides less for Board prerogatives during the year than is set forth in the Cost of Governance Policy.
2.4.4. Fails to include a repayment plan for loans from congregational endowments.
Further, the Executive shall not fail to show the Board the proposed budget for its approval, showing the full level of detail at which the budget has been prepared.

2.5.1. Fail to comply with any Board approved Financial Policy or By-law.
2.5.2. Indebt the congregation or use unrestricted reserves in an amount greater than can be repaid by normal cash flow variations in revenue anticipated within the next 60 days or the end of the Fiscal Year, whichever comes first.
2.5.3. Use or borrow any long term, dedicated reserves or accounts, including endowment funds, or any budgeted contingency fund, unless authorized by the Board to do so.
2.5.4. Fail to settle payroll and accounts payable in a timely manner.
2.5.5. Fail to anticipate and plan for seasonal changes in cash flow.
2.5.6. Conduct line item shifting in amounts that deviate materially from the approved budget.
2.5.7. Commit to expenses of a future fiscal year budget without approval from the Board.
2.5.8. Acquire, encumber or dispose of real property.
2.5.9. Fail to pursue receivables, including pledges, after a reasonable amount of time, nor fail to report to the Board with regard to such receivables.
2.5.10. Fail to monitor gifts and bequests received according to the guidelines and policies established by the Board.
2.5.11. Fail to inform the Board with respect to the use of monies from gifts and bequests, or fail to consult with the Board before any decision is made to use an amount which is more than 1% of the current operating budget.
2.5.12. Fail to establish procedures and controls that meet generally accepted standards for receiving, processing, or disbursing funds. This includes handling of vendor billing and payment.

2.6.1 Fail to consider, and to report to the Board on investing and maintaining congregational funds in socially responsible ways.
2.6.2 Fail to develop and implement policies for building usage, by Members, staff and by others, including fund-raising events, that are consistent with the congregation's Mission, and the Board's Ends policies, that give priority to use by Members and staff, and that protect the integrity and cleanliness of our buildings and total acreage, including our prairie, Memorial Garden, Sweat Lodge, Outdoor Worship area, well and septic field.
2.6.3 Fail to develop and implement policies that permit the fullest practical use of the building and grounds by persons with different physical abilities.
2.6.4 Fail to develop and implement policies and procedures for reviewing, approving and reimbursing expenses incurred by Members and staff on behalf of the congregation.
2.6.5 Permit use of congregational funds or accounts in any manner that endangers the congregation's tax-exempt, not-for-profit status under federal and state laws.

2.7 Grants and Contracts
The Executive may not enter into any grant or contract arrangement on behalf of the congregation that fails to realize the production of Ends or that involve unacceptable means.

Accordingly, the Executive shall not:
2.7.1. Fail to inform the Board with sufficient prior notice of any plan or decision to solicit or terminate a grant or contract that will have a significant impact on programs or that will be in effect for more than year.
2.7.2. Fail to adequately asses the qualifications and capacity of a grantor or contractor to fulfill their responsibilities as identified in a grant or contract.
2.7.3. Fail to administer a grant or contract in a business-like manner that will avoid the appearance of favoritism and/or nepotism.

2.8.1 Fail to direct undesignated, unexpected gift income into the appropriate accounts.
2.8.2 Fail to invest the gifts and bequests in liquid, short-term investments as appropriate.
2.8.3 Fail to discourage any restricted gift with the exception of improvement projects approved by the Board.
2.8.4 Fail to create and review with the Board a list of approved improvement projects.
2.8.5 Fail to direct donors or prospective donors to the approved list.

2.9.1. Neglect to submit monitoring data required by the board (see policy on
Monitoring Executive Performance) in a timely, accurate and
understandable fashion, directly addressing provisions of board policies being
monitored.
2.9.2. Fail to advise the board if, in the Executive's opinion, the board is not in
compliance with its own policies on Governance Process and Board-Executive
Linkage, particularly in the case of board behavior which is detrimental
to the work relationship between the board and the Executive.
2.9.3. Fail to provide a mechanism for official board, officer or committee
communications.
2.9.4. Fail to deal with the board as a whole except when (a) fulfilling individual
requests for information or (b) responding to officers or committees duly
charged by the board.
2.9.5. Fail to report in a timely manner an actual or anticipated noncompliance with
any policy of the board.
2.9.6. Fail to supply for the consent agenda all items delegated to the Executive
Director yet required by law or contract to be board-approved, along with the
monitoring assurance pertaining thereto.

Section 3: BOARD GOVERNANCE

3.0 Purpose of the Board of Trustees

The purpose of the Board of Trustees of the First Unitarian Universalist Congregation of Ann Arbor is to govern on behalf of the Members of the congregation through written policies to (a)see to it that the congregation's resources are expended to further the Ends articulated in those written policies, (b) to achieve appropriate results at an appropriate cost, and (c) to avoid unacceptable actions.

3.1 Governing Principles
The Board will govern with emphasis on:
• the seven Unitarian Universalist Principles,
• outward vision,
• open and candid deliberations,
• collective rather than individual decisions,
• shared responsibility for decisions,
• spiritual and strategic leadership more than administrative detail,
• clear distinction of Board and Executive roles,
• the future while learning from the past and present.

Accordingly,

3.1.1. The Board will cultivate a sense of group responsibility. The Board, not the Executive, will be responsible for excellence in governing. The Board will use the expertise of individual Members to enhance the ability of the Board as a body rather than to substitute individual judgments for the Board's values. The Board will allow no officer, individual, or committee of the Board to hinder or be an excuse for not fulfilling Board commitments.

3.1.2. The Board will govern and inspire the congregation and direct the Executive through the careful establishment of broad written policies reflecting the congregation's values and the desired Ends to be achieved and the means to be avoided. The board's major policy focus will be on the desired Ends, not on the administrative or programmatic means of attaining those Ends.
3.1.3. The Board will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation, policy-making principles, respect of roles, and ensuring continuance of governance capability. In accordance with this discipline, the board will address a topic or issue only after it has answered these questions:
• Whose issue is this, Executive or Board? Is the issue about Ends or Means? If it is about Means, does the issue affect Ends in a significant way? If so, then the board will determine the broadest way to address the issue so that it is still under existing board policy
• Has the board dealt with this subject in a policy? If so, what has the board already said on this subject? How is this specific issue related? If the board has already addressed the matter, does the board wish to change what it has already said?
3.1.4. Continued Board development will include orientation of new Board Members in the Board's governance process.
3.1.5. The Board will monitor and discuss the Board's own process and performance at each board meeting. The board will regularly discuss process improvements and implement those improvements as needed.

3.2.1 The Board is the link between the Executive and the congregation.
3.2.2 The Board will produce written governing policies that, at the broadest levels, address each category of organizational decision.
3.2.2.a Ends: The difference we make in the world.
3.2.2.b Executive Limitations: Constraints on executive authority that establish the prudence and ethics boundaries within which executive activity and decision must take place.
3.2.2.c Board Governance: Specification of how the Board conceives, carries out, and monitors its own task.
3.2.2.d Board-Executive Linkage: How authority is delegated and its proper use monitored.
3.2.3 The Board will assure Executive performance in compliance with the Ends and Executive Limitations policies.

3.3.1 Re-explores Ends policies with congregants and lay-leaders in regular dialogue,
3.3.2 Systematically monitors and reviews Board policies including those set forth in the Board-Executive Linkage
3.3.3 Provides education and enrichment opportunities that enhance Board performance, and
3.3.4 Provides education and communication to enhance the congregation's understanding of policy-based governance.

3.4.1. It is the responsibility of the President to ensure the Board behaves consistently with its own rules and those legitimately imposed upon it from outside the organization.
3.4.1.a. Meeting discussion content will be only those issues which, according to Board policy, clearly belong to the Board to decide, not the Executive.
3.4.1.b. Deliberations will be fair, open, and thorough but also timely, orderly, and kept to the point.
3.4.2. The authority of the President consists in making decisions that fall within the policies in Board Governance and Board-Executive Linkage, except where the Board specifically delegates portions of this authority to others. The President is authorized to use any reasonable interpretation of the provisions in these policies.
3.4.2.a. The President shall preside at all business meetings of the congregation.
3.4.2.b. The President is empowered to chair Board meetings, with all the commonly accepted authority of that position.
3.4.2.c. The President, as an individual, has no authority to make decisions about policies created by the Board within Ends and Executive Limitations policy areas. Therefore, the President, as an individual, has no authority to supervise or direct the Executive.
3.4.2.d. The President may represent the Board to outside parties in announcing Board-stated positions and in stating the President's own decisions and interpretations within his or her authority.
3.4.2.e. The President may delegate this authority to another Board Member, but remains accountable for its use.

3.5.1 Members will disclose their involvement with other organizations, with vendors, or with any other associations that might produce a conflict of interest.
3.5.2 Members must represent unconflicted loyalty to the interests of the congregation. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other Boards or staffs. It also supersedes the personal interest of any Board Member acting as a consumer of the congregation's services.
3.5.3 Members must avoid conflict of interest with respect to their fiduciary responsibility.
3.5.3.a There must be no self-dealing or any conduct of private business or personal services between any Board Member and the congregational staff except as procedurally controlled to assure openness, competitive opportunity, and equal access to inside information.
3.5.3.b When the Board is to decide upon an issue about which a Board Member has an unavoidable conflict of interest, that Member shall absent herself or himself from not only the vote but also from the deliberation by leaving the meeting.
3.5.3.c Board Members must not use their positions to obtain employment by FUUCAA for themselves, family Members, or close associates. Should a Member of the Board desire employment, he or she must resign from the Board before applying.
3.5.4 Board Members may not attempt to exercise individual authority over the organization except as explicitly set forth in the Board policies.
3.5.4.a Members' interaction with the Executive or with staff must recognize the lack of authority vested in individuals except when explicitly Board-delegated.
3.5.4.b Members' interactions with public, press or other entities must recognize the same limitation and the inability of any Board Member to speak for the Board except to repeat explicitly stated Board decisions.
3.5.4.c Members will not express or act on their individual judgments of the Executive or staff performance outside of the Board.
3.5.5 Members will respect the confidentiality appropriate to issues of a sensitive nature.

3.6.1 Board committees are to help the Board do its job, not to instruct or direct the staff. Committees ordinarily will assist the board by preparing policy alternatives and implications for board deliberation. In keeping with the board's broader focus, board committees will normally not have direct dealings with current staff operations.
3.6.2 Board committees may not speak or act for the board except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the Executive Director.
3.6.3 Board committees cannot exercise authority over staff. Because the Executive Director works for the full board, (s)he will not be required to obtain approval of a board committee before an executive action.
3.6.4 Board committees are to avoid over-identification with the organizational parts rather than the whole. Therefore, a board committee which has helped the board create policy on some topic will not be used to monitor organizational performance on that same topic.
3.6.5 Committees will be used sparingly and ordinarily in an ad hoc capacity.
3.6.6 This policy applies to any group which is formed by board action, whether the group includes board Members. It does not apply to committees formed under the authority of the Executive Director.
Accordingly, the Leadership Development Team is the only standing committee of the Board

3.7.1. Board skills, methods, and support will be sufficient to assure governing with excellence.
3.7.1.a. Training and retraining will be used to orient new and prospective Board Members, as well as to maintain and increase existing Member skills and understandings.
3.7.1.b. Outside monitoring assistance will be arranged so that the Board can exercise confident control over organizational performance. This includes but is not limited to fiscal audit.
3.7.2. Costs will be prudently incurred, though not at the expense of endangering the development and maintenance of superior capability,
3.7.2.a. For training, including attendance at conferences and workshops.
3.7.2.b. For audit and other third-party monitoring of organizational performance.
3.7.2.c. For surveys, focus groups, opinion analyses, and meeting costs.

3.8.1 At the beginning of the meeting, the president asks board Members what items they wish to have removed from the consent agenda and discussed individually. Members may request that an item be removed for any reason other than for clarification of a question.
3.8.2 If any Member requests that an item be removed from the consent agenda, it must be removed. A request to remove an item from the consent agenda requires neither a second nor a vote by the board.
3.8.3 If an item is removed from the consent agenda, it will be placed on the regular agenda to be discussed and acted upon as a separate agenda item later in the meeting.
3.8.4 Immediately following the opportunity to remove any items for separate discussion, the consent agenda is moved and approved as a set.
3.8.5 When preparing the minutes, the Secretary includes the full text of the resolutions, reports or recommendations that were adopted as part of the consent agenda.

3.9.1 A board member who receives a complaint will encourage the complainant to contact the appropriate person or unit, not a third party.
3.9.2 The board member who receives the complaint will decide if the inquiry indicates a violation or potential violation of policy in one of the four policy groups (1.Ends, 2. Executive Limitations, 3.Board Governance, 4.Board-Executive Linkage). If so, the Member will apprise the board of this judgment and the board will then decide if it agrees that the complaint warrants board involvement.
3.9.3 The board will only get involved in addressing a complaint if there is reason to believe that a violation of board policy has occurred, if there is no relevant policy, or if there is reason to question the appropriateness or adequacy of existing policy.
3.9.4 If a violation of board policy appears to have occurred, the board will analyze and then resolve the problem, including making or adjusting whatever the deficiency is in existing policy. The board will not involve itself in the staff or a committee's carrying out policy that is consistent with the boundaries established under Executive Limitations policies. However, the board will review how well the policies are being carried out by paid and volunteer staff as part of a broad monitoring process.

3.10. Member Comment at Meetings of the Board of Trustees*

The board offers dedicated time at the beginning of each regular Board meeting for Members of the congregation to share views, ideas, and concerns. Any Member of the congregation may address the Board during "Member Comment" time. Any topic that is related to board policy as stated in the "Governing Policies" manual is welcome.

Congregation Members who wish to speak to the board must reserve time not later than 5:00 p.m. on the Monday preceding the Board meeting at which an individual wishes to speak. Board meetings are usually held on the first Tuesday of each month. The Board will not respond to or take immediate action on issues raised during the "Member Comment" period.

Those who wish to make a more formal presentation or who are seeking a specific action from the Board should consult with the Board President.

Section 4: BOARD-EXECUTIVE LINKAGE

4.2.1 The Board will not give instructions to persons who report directly or indirectly to the Executive.
4.2.2 The Board will not evaluate, either formally or informally, any staff other than the Executive.
4.2.3 The Board will view Executive performance as identical to organizational performance, so that organizational accomplishment of Board-stated Ends and avoidance of Board-proscribed Means will be viewed as successful Executive performance.

4.3.1 Each year the Executive will present to the Board a strategic plan and budget that will address and work toward the Ends. The Board must review and agree to this strategic plan.
4.3.2 The Board will develop executive limitations that define the latitude the Executive may exercise in choosing how to accomplish the strategic plan and budget.
4.3.3 The Board may change the executive limitations, thereby changing the latitude of the Executive.

4.4.1 All policies that instruct the Executive will be monitored at a frequency and by a method chosen by the Board. The Board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule.
4.4.2 The Board will acquire monitoring data by one or more of the following methods:
4.4.2.a By internal report, in which the Executive discloses compliance information to the Board;
4.4.2.b By external report, in which an external, disinterested third party selected by the Board assesses compliance with Ends and Executive Limitations;
4.4.2.c By direct Board inspection, in which one or more Board Members designated by the Board, or the Board as a whole, assesses compliance with the appropriate Board policy criteria.
4.4.3 In every case, the standard for compliance shall be any reasonable interpretation of the policy being monitored. The board is the final arbiter of reasonableness, but will always judge with a "reasonable person" test rather than with interpretations favored by board members or by the board as a whole.
4.4.4 All policies that instruct the Executive will be monitored at a frequency and by a method chosen by the Board. The Board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule.