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Policy on Policies

Updated: October 11, 2018

Governance by policy means: a form of governance (purposing function) in which governance is separated from management (the performing function). It seeks to provide a structure whereby the Board proposes broad policies which lead and direct the organization forward in accordance with the UUFCO mission and the minister and staff implement those Board policies. An essential element of this form of governance is the need for accountability among all active elements i.e. Board, Minister, staff and congregation. It allows the Board to delegate authority over the day to day operations of UUFCO to accomplish Board policy while ensuring that the parties to whom authority is delegated comply with reporting obligations to the Board which has the ultimate responsibility for the proper administration of the work of UUFCO.  

The following policies have been adopted by the Board of Trustees of the Unitarian Universalist Fellowship of Central Oregon (“UUFCO” or the “Fellowship”) and may be changed, deleted or added to by the Board. Such action shall be taken by Board resolution voted upon and passed at two monthly Board meetings at which a quorum is present or at one meeting if the consent for passage is unanimous. Such policies shall not conflict with the Bylaws of UUFCO, its Articles of Incorporation or any governing law or regulation.

These policies shall be reviewed from time to time as deemed appropriate by the Board but no less frequently than every two years. Back to top

Policy on Delegation of Administrative Authority

Updated: February 14, 2019

The Minister is responsible for the leadership and direction of all administrative and programmatic functions of the congregation.

 Except as limited below, the Board delegates to the Minister the authority to:

  • Make all operational decisions

  • Develop administrative and programmatic policies

  • Manage communications

  • Allocate church resources as limited by Board policies and approved budgets

 Limitations on the delegation of administrative authority are listed below:

 1.      Firing and compensation of staff is a mutual decision of the Board and the Minister, and the Minister is expected to bring recommendations and information to the Board to enable an informed, mutual decision. Employment contracts shall be authorized by the Board.

2.      The Minister shall work with the Personnel committee to establish and document updated personnel policies, and compensation practices and recommendations, as well as performance assessment and performance review practices.

3.      The Minister shall continue to consult with the Board on Policies and practices around building use and operation, including programmatic uses of the building, as we are continuing to learn about the strategic implications of owning, operating and sharing our building.

4.      The Minister is expected to comply with UUFCO bylaws, Board policies, and applicable laws and regulations, to uphold a high standard of ethical and professional conduct, and to work towards the goals established in an annual vision of Ministry.

The Board, and individual members of the Board, shall respect the boundaries implied in this delegation of authority, and refrain from interfering in or managing the activities or priorities of staff members, except as mutually agreed after completing the aforementioned process.

This delegation of authority does not prevent the Board as a whole from modifying or withdrawing authority if it determines that the actions of the Minister are preventing UUFCO from accomplishing its mission. The Board maintains ultimate responsibility for the health of UUFCO.    Back to top

Fellowship Committees: Establishment, Authority and Operation

Updated: February 14, 2019

The Minister is responsible for the organization and structure of the Teams, Committees and volunteers in support of executing programmatic, operational and administrative responsibilities.

Except as limited below, the Board delegates to the Minister the authority as well as the responsibility to approve a charge for each Fellowship committee and determine its structure.

Limitations on Ministerial Authority for leadership of UUFCO Fellowship Committees:

1.      Committee charter changes, or adding/subtracting committees, shall be shared with the Board as part of a normal process of change ratification.

2.      If the minister desires to remove a member or chair from their position, this choice to “fire” a volunteer shall be shared with the Board before taking action, in order to avoid risks of triangulation if complaints are brought to the Board without previous knowledge of the situation.

3.      The Minister shall inform the Board of any criteria that are developed for being recognized as a “UUFCO affiliated Group,” before broad communication or action is undertaken.

4.      Meeting structures to coordinate the works of fellowship teams, such as “councils” of committee leaders, shall be communicated to the Board, including expected decision making authority for such councils.

5.      If the Minister wants to clarify limits of authority for individual committees, and to be able to “overrule” the decisions of a given committee, it is expected that these expectations and limits on authority will be clearly stated, and shared with the Board.

This delegation of authority does not prevent the Board from taking action if it determines that the structures or leadership of such fellowship committees/teams are preventing UUFCO from accomplishing its mission. The Board maintains ultimate responsibility for the health of UUFCO.

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Policy on Activities of UUFCO

Updated: December 12, 2019

“Activities of UUFCO” include events, programs, groups, meetings or exhibit installations that are officially determined to be a part of the activity of the UUFCO. The purpose of this policy is to clarify the authority and criteria for determining if an “activity” is an “activity of UUFCO.”

Since “activities of UUFCO” are essentially “programs of the church,” the Minister is delegated the authority to determine if an activity shall be treated as an “activity of UUFCO.” The Minister is authorized and is expected to delegate most of the decision making to Committee Leaders, and only intervene in those cases where there is a difficult judgment call relative to the criteria listed below, or cases where there is an extraordinary demand for resources from the broader UUFCO community.

The key factors for determining if an activity is an “activity of UUFCO” are:

  • The activity is supported by a UUFCO committee or recognized ministry team and:

  • The activity is deemed to support an important initiative of the committee or recognized UUFCO ministry team that wishes to host the activity.

  • The activity coordination, planning, promotion, supervision, setup/teardown and cleanup shall be led by the supporting UUFCO committee or team.

  • There must be an onsite UUFCO Member, authorized by the supporting committee or team, who ensures that UUFCO policies and activity specific agreements are followed for the duration of the activity. 

Activity size, complexity, timing and frequency may be considered when deciding whether or not to treat an activity as an “activity of UUFCO.”

Liability Insurance for an “Activity of UUFCO” is normally covered under the UUFCO insurance policy, since these are authorized activities of the fellowship and not activities of an outside group or individual, even if non-members may participate in or help lead some activities. Back to top

Policy on Activities of UUFCO with Revenue or Payments for Services of Leaders

December 12, 2019

Since “activities of UUFCO” are essentially “programs of the church,” the Minister is delegated the authority to decide if revenue may be made, or if payments may be made to compensate leaders for their service. The Minister may work with committees to create committee-level guidelines that will apply to more than a single activity.

Required Process and Decision Authority if Revenue is anticipated or Payment to Leaders is Desired:

Agreements shall be signed by the Minister and the sponsoring Committee Chair ahead of the planned activity, on the amount and designation of any planned revenue, and on any payments to be made to activity leaders. Signed agreements shall be sent to the Bookkeeper, Treasurer, Minister, Event Manager. 

Revenue shall normally go into our General Fund and shall not be reserved for spending by the committee/team supporting the activity.  A description of who pays for any online payment fees, and who pays for other activity related costs, shall be included in these agreements.

Collecting and tracking revenue is one of the responsibilities of the UUFCO group that is supporting a revenue generating activity, including tracking who has paid, how much they have paid, and estimating the “fair value” of services received, so that the Bookkeeper can determine how much, if any, of the revenue received shall be considered a “donation” to UUFCO, and how much is payment for fair value of services received.

Activities with Revenue:

If revenue is generated from any source (including free will offerings), special care must be taken to ensure that the activity’s purpose is predominantly about supporting the UUFCO mission and not about making money for an outside organization or individual, unless support for that outside organization is one of the key mission objectives for the supporting committee (EXAMPLES:  Hosting a fundraiser for Bethlehem Inn, or hosting UUA training seminars).

Paying money to a leader or service provider of an activity of UUFCO:

Payments for services provided must be for recovery of service provider cost or viewed as necessary to attract a particularly capable, suitable and trained individual, and shall follow all policies for spending from the funding source being used. UUFCO shall follow employment laws on independent contractor vs UUFCO employment status, and therefore the Personnel Chair and the Treasurer must be informed of any planned payments to individuals. Back to top

Board Committee Structure and Operation

April 11, 2019 - Board updates re: Bylaws change needs to be incorporated into this document; Resolution 2019-01 is incomplete

The Board has the authority to establish, appoint and coordinate Board Committees and Task Forces, in addition to those standing Committees required in the Bylaws, with the following requirements for reporting and accountability:

 A current list of all Board committees, Task Forces, and their responsibilities and chairs and members shall be maintained, and shall be visible to all members of the congregation.

  1. Official meetings of Board Committees and Task Forces shall be open to visitors, similar to Board meetings, since their work is part of the work of the Board.  Meeting times/dates and locations shall be posted on a publicly visible calendar. Notes shall be made available to the Board and to the Minister upon request.

  2. Significant changes to Board Committees or Task Forces shall be brought to the attention of the full Board and the Minister in a timely manner, including a description of the reason for change.

  3. The Board may request reports, and will consider recommendations for Board action, but will not be bound to accept the recommendations made by Board Committees or Task Forces.

Although the Board has authority to add, remove, change charters and/or change members of Board Committees and Task Forces at will, it is expected that this will always be done in right relationship with the Minister and with the members and the staff of UUFCO. The Board may delegate some of these authorities via resolution if it so decides.

All Board Committees must follow UUFCO Bylaws and policies, and must strive to live into the mission of UUFCO, and to follow our Covenants.

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Policy on Conflict of Interest

Updated: March 16, 2019

The following UUFCO Conflict of Interest Policy, adapted from the Sample Conflict of Interest Policy in Appendix A of Instructions for IRS Form 1023, was presented to the Trustees by e-mail for a first reading and discussion on November 24, 2014; every Trustee responded with positive supportive comments on that same day.  On November 25, 2014, the President presented it for a second reading and called for a vote; every Trustee responded with a “yes” vote on that same day, and the policy was adopted.  This vote is reported in the Board minutes of November 12, 2014.

Article I Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Unitarian Universalist Fellowship of Central Oregon) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II Definitions

  1. Interested Person

    Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

  2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. Back to top

Policy on Board Executive Sessions

Updated: October 11, 2018

The UUFCO Board of Trustees desires as much of its business as possible to be conducted in an open and transparent manner. Member attendance at Board meetings is encouraged in order to promote an informed congregation. However, the Board recognizes that because of the sensitive nature of some limited number of subjects it may be necessary for the Board to meet in executive session without member participation.

 Therefore, the Board may meet in executive session only for the following purposes:

  • Evaluation or discipline of or other discussions relating to Staff and or Minister

  • Legal or potential legal issues

  • Contract matters

  • Other matters which the Board believes require confidentiality to protect a member’s privacy

Notice that an executive session will be held at an upcoming Board meeting shall be placed in the agenda and notice of that Board meeting. There might be rare occasion when an Executive session might not be scheduled in advance and congregational notification may not be possible.

Only matters which have been scheduled and noticed for a Board executive session may be discussed in that executive session.

RECONCILIATION REQUIRED: The Minister(s) may attend all executive sessions of the Board except those that are called to evaluate or discuss matters related to these persons and in that event neither shall be in attendance. There might be occasions when the Minister’s presence at an Executive session is allowed in the event that the matter being discussed pertains to the Minister.

No other person(s) shall attend executive sessions except upon invitation of the Board.

No minutes of discussions at executive sessions shall be taken.

No decision shall be taken by the Board in executive session. Back to top

Policy on Political Activity

Updated: October 13, 2018

The Fellowship may speak out on issues in accordance with UU principles or matters approved by a vote of the congregation. However, no one shall speak on behalf of the fellowship or take any action which would contravene the restrictions on political campaigns as established by the Internal Revenue Service for 501(c)(3) organizations.

A copy of the most recent rules of the IRS on this subject is attached hereto as Exhibit A and incorporated herein by reference. The primary restriction relates to endorsing specific political candidates.

When the Fellowship does take a position on a particular political issue, the spokesperson shall be either the Minister, the President of the Board, or a designee of the Board of Trustees. No one else may speak for the fellowship on political matters.

This policy should in no way interfere with an individual expressing an opinion about a political subject or candidate so long as the opinion given is identified clearly as being personal to the party stating the opinion.

Exhibit A: (from IRS website)

The Restriction of Political Campaign Intervention by Section 501(c)(3) Tax-Exempt Organizations
Updated: September 13, 2016

Under the Internal Revenue Code, all section 501(c)(3) organizations are absolutely prohibited from directly or indirectly participating in, or intervening in, any political campaign on behalf of (or in opposition to) any candidate for elective public office. Contributions to political campaign funds or public statements of position (verbal or written) made on behalf of the organization in favor of or in opposition to any candidate for public office clearly violate the prohibition against political campaign activity.  Violating this prohibition may result in denial or revocation of tax-exempt status and the imposition of certain excise taxes.

Certain activities or expenditures may not be prohibited depending on the facts and circumstances.  For example, certain voter education activities (including presenting public forums and publishing voter education guides) conducted in a non-partisan manner do not constitute prohibited political campaign activity. In addition, other activities intended to encourage people to participate in the electoral process, such as voter registration and get-out-the-vote drives, would not be prohibited political campaign activity if conducted in a non-partisan manner.

On the other hand, voter education or registration activities with evidence of bias that (a) would favor one candidate over another; (b) oppose a candidate in some manner; or (c) have the effect of favoring a candidate or group of candidates, will constitute prohibited participation or intervention.

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Rules Governing Board Meetings and Procedures

Updated: March 16, 2019

  1. Each Board member will treat all other Board members with courtesy and respect.

  2. All Board members will be given an opportunity to be heard on all matters coming before the Board.

  3. Policy proposals shall be brought before the Board by written Resolution in the form shown on Exhibit A, which is attached.

  4. All other matters shall be brought before the Board by oral Motion. Unless otherwise required by law or the Bylaws, motions shall be passed by simple majority vote of those present at a meeting at which there is a quorum.

  5. Written minutes of all Board meetings shall be taken by the Secretary of the Board and reduced to writing. The written minutes shall be maintained in a manner which assures access to the minutes by all members of the congregation.

  6. No written minutes shall be kept of Executive Sessions of the Board.

  7. Board members shall comply with the UUFCO Standards of Conduct, which are set forth in attached Exhibit B.

  8. Board members shall also comply with standards of conduct for nonprofit corporation directors, as set forth in ORS Statute 65.357 “General Standards for Directors”, and shown in Exhibit C.

  9. In the event that a Board member is believed to have violated a Standard of Conduct adopted by the Board, such alleged violation shall be brought by any member of the congregation to the attention of the Board. The subject Board member shall be notified in writing, which notice shall specify the Standard of Conduct alleged to have been violated and the factual basis of the alleged violation. The Board member shall have 10 days after receipt of the notice to respond to the Board in writing regarding the alleged violation(s). The Board, at its option, may either decide the matter based upon the notice to the member and the member’s response or may call an executive session of the Board to discuss the matter with the noticed member. If the Board finds that a violation of the Standards of Conduct did occur it may take one or more of the following actions:

    a.      Reprimand the member

    b.      Require the member to take some specific action to rectify the breach of conduct.

    c.      Remove the member from the Board. In order to remove the member there must be a 2/3 majority vote of the entire Board.

  10. If the Board cannot decide a method of resolving a procedural issue on its own, Roberts Rules of Order shall prevail. Back to top

Exhibit A:  Template for UUFCO Board Resolutions:

Download as Word Document
Download as PDF

Exhibit B:  UUFCO Standards of Conduct for Board Members

It is not possible to set forth with specificity each area of expectation for personal conduct. Nevertheless, the following are issues of specific concern with regard to expected standards of personal conduct. This list is not exclusive and all Board Members are expected to act in accordance with the principles and Covenants that we share, as well as following Oregon Law (see Exhibit C), even if a specific act of misconduct is not described below.

A Board member of the UUFCO Board of Trustees shall not:

1.      Fail to meaningfully carry out their duties as a member of the Board.

2.      Disregard the Policies and/or Bylaws of UUFCO.

3.      Act in such a way that the safety of others at UUFCO would be threatened.

4.      Respond to inquiries about the work of the Board or of UUFCO as a whole in an untruthful or intentionally deceptive manner.

5.      Behave in a manner that clearly and consistently is disrespectful of a class of people.

Exhibit C:  Oregon State Law on Director Standards of Conduct

 Article 65.357 “General Standards for Directors” states 

  1. A director shall discharge the duties of a director, including the director’s duties as a member of a committee:

    a. In good faith;

    b. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

    c. In a manner the director reasonably believes to be in the best interests of the corporation.

  2. In discharging the duties of a director, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

    a. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

    b. Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence;

    c. A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or

    d. In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.

  3. A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.

  4. A director is not liable to the corporation, any member or any other person for any action taken or not taken as a director, if the director acted in compliance with this section. The liability of a director for monetary damages to the corporation and its members may be eliminated or limited in the corporation’s articles to the extent provided in ORS 65.047 (Articles of incorporation) (2)(c).

  5. A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property. [1989 c.1010 §88]

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Rules Governing Fellowship Meetings

Updated: June 21, 2022

  1. Meetings shall be conducted by the Board President, the Minister or a member delegated by the Board President.

  2. Matters voted upon by the fellowship shall be raised by motion. A motion shall require a second. Only members shall be entitled to vote.

  3. In discussions regarding motions or other matters coming before a fellowship meeting, all members and friends shall be entitled to be heard. No member or friend may speak more than once until all other members and friends wishing to be heard have spoken.

  4. Members and friends shall be respectful of the person conducting the meeting and all other members and friends.

  5. Motions, unless otherwise required by law or the Bylaws, shall be passed upon majority vote of the members at a meeting when a quorum is present.

  6. If no quorum is present the meeting may be adjourned to a new date and time without the need for additional notice.

  7. Votes may be taken upon oral “ayes” and “nays” or by raising of hands except in the following instances:

a.      To amend the Bylaws.
b.      To call or dismiss a minister.
c.       When requested by at least 5 members present at the meeting or by the chair of the meeting.
d.      To elect a slate of Board candidates.
e.      To approve an annual budget.

In the above instances voting shall be in accordance with voting methods allowed by our Bylaws.

Robert’s Rules of Order shall generally be followed. Back to top

Leadership Development Committee Governing Policy

Updated: April 11, 2019

Plan of Operation

The UUFCO Leadership Development Committee (hereafter, the “LDC”) shall consist of a minimum of four and a maximum of six voting members, all of whom shall be active members of UUFCO. All members shall be elected by the Congregation. The minister shall be a non-voting, ex-officio member of the LDC.  Except as herein limited, the term of each member shall be three years. No member shall serve more than two consecutive three-year terms. After a lapse of one (1) year, former LDC members may be reelected.

In the event of a vacancy of an elected position on the committee, the LDC, with the advice of the Minister, shall appoint a congregation member to fill the vacancy until the next annual meeting of the Congregation, at which the Congregation, following electoral procedures for other Fellowship officers, shall elect a member to complete the term of the vacancy.

The LDC shall meet at least quarterly, or more frequently as deemed by it in the best interest of the Fellowship. A quorum shall consist of three members and a majority of those members present and voting shall carry any motion or resolution.

Duties of the LDC and LDC Officers

The LDC is responsible for:
1.     Identifying and making available resources and support that will nurture and grow the long-term health and vitality of our volunteers who take on all levels of responsibility in order to fulfill our mission as a congregation;
2.     Planning and executing Leadership Collaborative workshops at least twice per year
3.     Proposing to the congregation all nominations for all elected positions including, but not limited to, the Board, the LDC (with the advice of the minister), and the Endowment Committee;
4.     Proposing all interim nominations;
5.     Providing leadership resources for the Board, as requested.

The LDC shall elect from its membership a chairperson and a secretary. The length of terms for these officers shall be determined by the LDC. The responsibilities of these persons shall be as follows:

The Chairperson, or person designated by the Chairperson, shall preside at all LDC meetings, and shall provide an annual report to the Congregation.

The Secretary shall maintain complete and accurate minutes of all meetings of the LDC, redacting sensitive member information, shall supply a copy thereof to each member of the LDC, and make them available to the congregation. The Secretary shall provide quarterly reports to the board.

Conflicts of Interest Statement

A "conflict of interest" is any actual or potential situation in which an individual’s close relationship to another party would make it difficult for the individual to be unbiased in carrying out his or her obligations to the Congregation.

A "close relationship" is one of the following
1. A relationship with a spouse or domestic partner; parent or child; sister or brother; aunt, uncle, niece, or nephew; or the spouse of any of these persons; or
2. Any other close family, intimate personal, professional, or business relationship that might cause a conflict of interest as it pertains to the nominations process.

If any member of the LDC has a close relationship with any member set forward for nominations, that LDC member must do the following:
1.     Give notice to the committee, to be acknowledged in the minutes, and;
2.     Recuse themselves from all discussion and voting on that nominee

Annual Reporting

The LDC shall provide an annual report to the Congregation in advance of the Annual Meeting. This report shall include the accomplishments of the LDC for the past twelve months and the plans for the next twelve months. The topics to be reported shall include its activities with regard to nominations, nominations process, and Leadership training activities 

Nominations for any elected positions at UUFCO will be given to the congregation in accordance with Article 5.04.

Relationship with the Board

The LDC and the Board shall commit to the following working relationship.

The personnel member of the Board of Trustees shall serve as a liaison to the Leadership Development Committee. The associated duties of the Personnel Member will be as follows:

1.     To maintain a line of communication between the Board and the LDC.
2.    To attend specific LDC (member vacancy) meetings on an ad hoc basis as identified by LDC chair and Board President.
3.     To convey to the LDC the wishes of the Board regarding skills and abilities of those to be
nominated to elected offices.

The Board, Minister, and LDC will meet at least twice annually; once before nomination season begins to discuss the needs of the Fellowship and priorities of the Board, and once after completion of the nomination process to review the slate of nominees.

The Board, Minister and the LDC will review the success of this relationship after 12 months, and a completed round of nominations and elections, to determine the success of the process and the need for any amendments to this governing instrument.

Amendments

This Governing Instrument may be altered or amended by a majority vote of the LDC followed by approval of the Board of Trustees.

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