Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Index
District Executive (DE) Linkage Policies:
Page 2
Section I – Global Board – DE Linkage Policy
Approved 5/17/03
Page 2
Section II, A – Unity of Control
Approved 5/17/03
Page 3
Section II, B – Delegation to the DE
Approved 11/11/06
Page 4
Section II, C – Accountability of the DE
Approved 5/17/03
Page 5
Section II, D – Monitoring of DE Performance
Approved 10/6/12
District Executive (DE) Limitations Policy
Page 6
Section I – Global Executive Limitations Policy
Approved 3/18/05
Page 6
Section II, A – Communication and Support to the Board
Approved 7/10/11
Page 8
Section II, B – Emergency DE Succession
Approved 7/13/03
Page 9
Section II, C – Treatment of JPD Congregations and their Constituents
Approved 7/13/03
Page 10
Section II, D – Treatment of Staff
Approved 11/8/03
Page 11
Section II, E – Compensation and Benefits
Approved 7/13/03
Page 12
Section II, F – Financial Planning and Budgeting
Approved 7/13/03
Page 13
Section II, G – Financial Condition and Activities
Approved 7/20/08
Page 15
Section II, H – Asset Protection
Approved 7/13/03
Governance Process Policies
Page 16
Section I – Global Governance Process Policy
Approved 7/16/05
Page 16-17
Section II, A – Governing Style
Approved 7/10/11
Page 18
Section II, B – Board Job Description
Approved 5/12/06
Page 20
Section II, C – Accomplishment of Board Job
Approved 10/6/12
Page 21
Section II, D – President’s Role
Approved 5/21/05
Page 22-23
Section II, E – Board Members’ Code of Conduct
Approved 7/10/11
Page 24
Section II, F – Board Committee Principles
Approved 7/13/03
Page 25
Section II, G – Board Committees
Approved 7/22/12
Page 26
Section II, H – Cost of Governance
Approved 5/12/07
Board – Unitarian Universalist Association (UUA) Linkage Policies
Page 27
Section 1 – Global Board – UUA Linkage Policy
Approved 1/14/06
Page 27
Section II, A – UUA Requirements of the JPD
Approved 1/14/06
Page 28
Section II, B – JPD Expectations of the UUA
Approved 1/14/06
Page 28
Section II, C – Resolution of Conflicts between the JPD and the UUA
Approved 1/14/06
Page 1 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Board – District Executive (DE) Linkage Policies
I. Global Board – DE Linkage Policy
The Board's only connection to the District’s operating organization will be through the DE.
II.
A. Unity of Control
Only official decisions of the Board acting as a body are binding on the DE. Accordingly:
1. Decisions or instructions of individual Board members, officers, or committees are not
binding on the DE except in rare instances when the Board has specifically authorized
such exercise of authority.
2. In the case of Board members or committees requesting information or assistance
without Board authorization, the DE can refuse such requests that require, in the DE's
opinion, a material amount of staff time or funds, or are disruptive.
Approved 5/17/03
Page 2 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Board – District Executive (DE) Linkage Policies, II:
B. Delegation to the DE
The Board will instruct the DE through written policies, allowing the DE to use any reasonable
interpretation of these policies. Accordingly:
1. As long as the DE uses any reasonable interpretation of the Board's policies the DE
is authorized to establish all further policies, make all decisions, take all actions, establish
all practices, and develop all activities. The Board will judge both the reasonableness of
the interpretation and whether data demonstrate accomplishment of the interpretation.
2. The Board may change its policies, thereby shifting the boundary between Board and
DE domains. By doing so, the Board changes the latitude of choice given to the DE. But
as long as any particular delegation is in place, the Board will respect and support the
DE's choices.
Approved 11/11/06
Page 3 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Board – District Executive (DE) Linkage Policies, II:
C. Accountability of the DE
The DE is the Board's only link to staff members, who are accountable only to and derive their
authority only from the DE insofar as the Board is concerned. Accordingly:
1. The Board will never give instructions to persons who report directly or indirectly to
the DE.
2. The Board will refrain from evaluating, either formally or informally, any staff other
than the DE, except if asked by the UUA to participate in an evaluation of a co-employed
staff member.
3. The Board will view DE performance as identical to District performance so that
District accomplishment of Board-stated Ends and compliance with board-proscribed
limitations will be viewed as successful DE performance.
Approved 5/17/03
Page 4 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Board – District Executive (DE) Linkage Policies, II:
D. Monitoring of DE Performance
The Board will systematically, regularly, and rigorously monitor the DE's performance. The
evaluation will be solely against the Ends and Executive Limitations policies. Accordingly:
1. Monitoring data can be:
a) Internal: An internal report from the DE.
b) External: A report from a disinterested third party that the Board selects.
c) Direct: An inspection by the Board.
2. The criteria for monitoring are the DE's interpretations of the Board's policies.
3. Monitoring Schedule:
All policies that instruct the DE 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. Non-compliance, if applicable, shall be reported
at every board meeting.
Policy
IIG Financial Conditions & Activities
Method
Internal
Frequency
Continuous
IIA Communication & Support of Board
Audit
IIB-H DE Limitations
DE Linkage Policies
Governance Process Policies
Ends
Strategic Plan
Internal
External
Internal
Internal
Internal
Internal
Internal
Annual
Annual
Annual
Annual
Annual
Annual
Annual
Board Mtg.
Every regularly
scheduled
meeting
October
January
January
April
April
July
July
Approved 10/6/12
Page 5 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
District Executive (DE) Limitations Policy
I. Global Executive Limitations Policy
The DE shall not cause or allow any practice, activity, decision, or organizational circumstance that is
either unlawful, imprudent, in violation of commonly accepted business and professional ethics or
applicable UUA codes of professional conduct and ethics; or inconsistent with the UUA’s principles and
sources.
II.
A. Communication and Support to the Board
The DE shall not permit the Board to be uninformed or unsupported in its work. Accordingly, the
DE shall not:
1. Neglect to submit monitoring data required by the Board (see policy on Monitoring
DE Performance) in a timely, accurate, and understandable fashion, directly addressing
provisions of Board policies being monitored.
2. Let the Board be unaware of relevant trends, anticipated adverse media coverage,
and material external and internal changes, particularly changes in the assumptions upon
which any Board policy has previously been established.
3. Fail to advise the Board if, in the DE’s opinion, the Board is not in compliance with its
own policies on Governance Process and Board-DE Linkage, particularly in the case of
Board behavior that is detrimental to the work relationship between the Board and the
DE.
4. Fail to marshal for the Board as many staff and external points of view, issues, and
options as needed for fully informed Board choices.
5. Present information in unnecessarily complex or lengthy form or in a form that fails to
differentiate among information of three types: monitoring, decision preparation, and
other.
6. Fail to provide a mechanism for official Board, officer, or committee communications.
7. Fail to deal with the Board as a whole except when fulfilling individual requests for
information or responding to officers or committees duly charged by the Board.
8. Fail to report in a timely manner an actual or anticipated non-compliance with any
policy of the Board.
9. Fail to supply for the consent agenda all items delegated to the DE, yet required by
law or contract to be Board-approved, along with the monitoring assurance pertaining
thereto.
10. Fail to work with the Board in planning and convening the annual meeting and
conference.
11. Fail to operate with a strategic plan that specifies how the ends are to be realized
and outcomes to be attained for specific periods of time. This plan will be integrated with
the multiyear plan specified in II.F. Financial Planning and Budgeting.
12. Fail to seek racial, ethnic, gender, sexual identity, generational and disability/ability
status diversity in appointments/selection of volunteer and paid staff.
Page 6 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
13. Fail to report immediately any fiscal misconduct to the Board.
Approved 7/10/11
Page 7 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
District Executive (DE) Limitations Policy, II:
B. Emergency DE Succession
In order to protect the Board from sudden loss of the DE’s services, the DE shall not:
1. Fail to provide for familiarity with Board and DE issues and processes on the part of
the staff sufficient to allow the staff to operate independently until the Board and UUA
could provide an interim DE.
2. Fail to communicate an emergency succession plan to the Board.
Approved 7/13/03
Page 8 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
District Executive (DE) Limitations Policy, II:
C. Treatment of JPD Congregations and their Constituents
With respect to interactions with JPD Congregations and their constituents or those applying to
be congregations or constituents, the DE shall not cause or allow conditions, procedures, or
decisions that are unsafe, undignified, unnecessarily intrusive, misleading, or that fail to provide
appropriate confidentiality or privacy. Accordingly, the DE shall not:
1. Fail to establish a clear understanding of what may be expected and what may not
be expected from the services offered.
2. Fail to inform of this policy or to provide a grievance process to those who believe
they have not been accorded a reasonable interpretation of their rights under this policy.
3. Fail to develop a policy that will protect privacy and confidentiality.
4. Fail to evaluate programs annually and modify or terminate them as needed.
Approved 7/26/09
Page 9 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
District Executive (DE) Limitations Policy, II:
D. Treatment of Staff
With respect to the hiring and treatment of paid and volunteer staff, the DE may not cause or
allow conditions that are unfair, undignified, disorganized, or unclear. Therefore, the DE shall not:
1. Operate without written personnel policies that: in accordance with Delaware law do
not create a contractual relationship but provide regular performance reviews, clarify
hiring practices and personnel rules for staff, provide for effective handling of grievances,
and protect against wrongful conditions such as nepotism and grossly preferential
treatment for personal reasons.
2. Discriminate against any staff member for expressing an ethical dissent.
3. Prevent staff from bringing grievances to the Board when:
a) Internal procedures have been exhausted, or
b) The employee alleges either that
(1) Board policy has been violated to his or her detriment or
(2) Board policy does not adequately protect his or her human rights.
4. Fail to acquaint staff with their rights under this policy.
5. Fail to acquaint staff of their obligation to report immediately to the Board fiscal
misconduct by the District Executive.
6. Fail to require paid staff to have and carry out self-care and professional
development plans.
Approved 11/8/03
Page 10 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
District Executive (DE) Limitations Policy, II:
E. Compensation and Benefits
With respect to employment, compensation, and benefits to employees, consultants, contract
workers, and volunteers, the DE shall not cause or allow jeopardy to fiscal integrity or public
image. Therefore, the DE shall not:
1. Change his or her own compensation or benefits.
2. Promise or imply permanent or guaranteed employment.
3. Establish current compensation and benefits that deviate materially from the
geographic or professional market for the skills employed, including UUA compensation
guidelines.
4. Create compensation 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.
5. Establish or change pension benefits so as to cause unpredictable or inequitable
situations, including by:
a) Incurring unfunded liabilities.
b) Providing less than a basic level of benefits to all full-time employees.
c) Allowing any employee to lose benefits already accrued under any foregoing
plan.
d) Treating the DE differently from other key employees.
Approved 7/13/03
Page 11 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
District Executive (DE) Limitations Policy, II:
F. Financial Planning and Budgeting
Financial planning for any fiscal year or the remaining part of any fiscal year shall not deviate
materially from the Board’s Ends priorities, risk fiscal jeopardy, or fail to be derived from a
multiyear plan. Therefore, the DE shall not allow budgeting that:
1. Contains too little information to enable credible projection of revenues and
expenses, cash flow, and disclosure of planning assumptions.
2. Plans the expenditure in any fiscal year of more funds than are conservatively
projected to be available in that period.
3. Provides less for Board prerogatives during the year than is set forth in the Cost of
Governance policy.
Approved 7/13/03
Page 12 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
District Executive (DE) Limitations Policy, II:
G. Financial Condition and Activities
With respect to the actual, ongoing financial conditions and activities, the DE shall not cause or
allow the development of fiscal jeopardy or a material deviation of actual expenditures from Board
priorities established in the Ends policies. Therefore, the DE shall not:
1. Expend more funds in any given fiscal year than have been budgeted unless
approved by the board.
2. Indebt the organization beyond amounts repayable within the fiscal year from
budgeted funds.
3. Use restricted reserves for purposes unrelated to those for which they are
designated.
4. Fail to settle payroll, payroll or other applicable taxes, and debts in a timely manner.
5. Fail to secure tax exemptions whenever and wherever practicable.
6. Make a single purchase or commitment of greater than $5000 without consulting the
Board (excluding Chalice Lighter grants).
7. Acquire, encumber or dispose of real property
8. Fail to pursue receivables aggressively, apart from APF dues, after a reasonable
grace period.
9. Fail to maintain adequate records or pursue appropriate payments of full fair share
district dues or APF.
10. Reduce or allow unrestricted cash to drop below a safety reserve of 10% of projected
annual expenditures, or 5% in the case of an emergency with board notifications.
11. Permit more bank accounts to be used than are strictly necessary for efficient
operation and control.
12. Allow any bank accounts to be kept without proper accounting for all funds, including
an annual external audit.
13. Allow any grant making body within the JPD to function without adequate policies,
and procedures, and accounting controls in place to ensure fairness, effectiveness, and
fiscal responsibility in their process.
14. Allow funds to be raised in the District’s name or to support District activities without
proper oversight of:
a) The procedures used to raise the funds.
b) The timing of the fundraising activity with consideration of conflicts with other
fundraising activity, including but not limited to the District and UUA Fair Share
campaigns and other special funding requests.
Page 13 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
c) The accounting of funds raised to ensure that monies are properly included
in the overall JPD accounts, whether they are earmarked for a special purpose or
not.
Approved 7/20/08
Page 14 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
District Executive (DE) Limitations Policy, II:
H. Asset Protection
The DE shall not allow the assets to be unprotected, inadequately maintained, or unnecessarily
risked. Therefore the DE shall not:
1. Fail to insure against theft and casualty losses to at least 80 percent of replacement
value and against liability losses to Board members, staff, and the organization itself in an
amount greater than the average for comparable organizations.
2. Allow unbonded personnel access to material amounts of funds.
3. Subject plant and equipment to improper wear and tear or insufficient maintenance.
4. Unnecessarily expose the organization, its Board, or its staff to claims of liability.
5. Make any purchase:
a) Wherein normally prudent protection has not been given against conflict of
interest.
b) Of over $1000 without having obtained comparative prices and quality.
c) Of over $1000 without a stringent method of assuring the balance of longterm quality and cost.
6. Fail to protect intellectual property, information, and files from loss of significant
damage.
7. Receive, process, or disburse funds under controls that are insufficient to meet
generally accepted accounting principles (GAAP).
8. Invest or hold operating capital in insecure instruments, including uninsured checking
accounts and bonds of less than AA rating, or in non-interest bearing accounts except
when necessary to facilitate ease in operational transactions.
9. Endanger the organization’s public image or credibility, particularly in ways that would
hinder its accomplishment of mission.
Approved 7/13/03
Page 15 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Governance Process Policies
I. Global Governance Process Policy
The purpose of the Board, on behalf of the congregations of the Joseph Priestley District, is to see to it
that the JPD of the Unitarian Universalist Association achieves what it intends to and avoids unacceptable
actions and situations.
II. Governance Process Policies
A. Governing Style
The Board will govern with an emphasis on outward vision rather than internal preoccupation,
encouragement of diversity in viewpoints, strategic leadership more than on administrative detail,
a clear distinction of Board and District Executive roles, collective rather than individual decisions,
future rather than on past or present, proactivity rather than reactivity, and viewing all actions with
an anti-racist and anti-oppressive lens. Therefore, the Board will:
1. Cultivate a sense of group responsibility. The Board, not the staff, will be responsible
for excellence in governing. The Board will be the initiator of policy, not merely a reactor
to staff initiatives. 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.
2. Direct, control, and inspire the organization through the careful establishment of
broad written policies reflecting the Board’s values and perspectives about ends to be
achieved and means to be avoided. The Board’s major policy focus will be on the
intended long-term effects, not on the administrative or programmatic means of attaining
those effects.
3. Model its anti-racist and anti-oppressive aspirations by working with the Nominating
Committee, other Committees, the District Executive and other district entities to ensure
racial, ethnic, gender, sexual identity, generational and disability/ability status diversity in
selection of Board members, committee members, volunteers and other leaders in the
district.
4. 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, submission of expense vouchers, ensuring continuance of governance
capability, and adherence to the agreed upon Code of Conduct (see Governance
Process Policy II.E and sub-policies). If at any time any words or actions of any Board
member cause concern to any other Board member, that concern regarding possible
violation of the Code of Conduct will be addressed in the following steps:
a) A member whose behavior seems inconsistent with the standards in the
Code of Conduct should first be cautioned by a colleague through friendly
remonstrance.
b) If the colleague feels uncomfortable or uncertain about speaking to the
member, the President or other trusted member can be called in for assistance in
communicating personally.
c) If this action fails, a grievance or complaint may be made in writing to the
President of the Board, who will then provide a copy of the complaint or
grievance to the person against whom it is directed. (In all cases, the first action
Page 16 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Governance Process Policies, II, A, 3 (cont.):
in response shall be to approach those involved in a pastoral manner, seeking a
fair and sound collegial resolution. If it is determined that additional fact-finding is
needed, the President or other designated member of the Board may have to
question the person, or persons, involved, or seek documentation, always within
the limits of confidentiality.)
d) Board members shall have full access and full freedom and right to respond
to all complaints and evidence cited against them.
e) The Board must decide on action in response to a complaint or grievance,
and give such decision in writing, in the form of one the following actions:
(1) Advice that the complaint or grievance is unfounded.
(2) Caution, admonition or reprimand.
(3) Probation or suspension from the Board.
5. Orient new members by:
a) Comprehensively communicating the values of the organization, including:
commitment to growth; lifespan inclusion in services and programs; and the
journey to becoming an anti-racist, anti-oppressive, and multi-cultural
organization.
b) Educating them about the governance process and all existing Board policies
prior to their first regular Board meeting.
6. Develop an ongoing self-monitoring process that reviews both the content and the
process of each Board meeting, to include comparison of Board activity and discipline to
policies in the Governance Process and Board-DE Linkage categories. Such selfmonitoring will be included in the agenda of each Board meeting.
7. In the interest of openness in all governance matters:
a) provide advance notice of dates and locations of regular business meetings
and make agendas, reports, and minutes available promptly;
b) provide avenues for comment on issues on the meetings' agendas;
c) accommodate observers at regular business meetings with the exception of
executive sessions.
Approved 7/10/11
Page 17 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Governance Process Policies, II:
B. Board Job Description
The specific job outputs of the Board are those unique values-added that tie ownership
prerogatives to organizational performance. Accordingly, the Board will produce:
1. The link between the organization and the ownership.
a) The Board shall approve nominations of awards provided by the District
Executive in order to honor our owners.
b) The Board will dialogue with groups of the ownership, including local
congregational leadership at social events sponsored by the Board.
c) Appropriate information gathered at such events and other informational
forums may be provided to the DE by the Board.
d) Board members are encouraged to bring information from owners back to
Board meetings for consideration and/or possible action.
2. Written governing policies that, at the broadest levels, address each category of
organizational decision. Specifically, these are:
a) Ends: Organizational products, effects, benefits, outcomes, recipients,
and their cost or relative worth which answer what good for which recipients at
what cost.
b) District Executive Limitations: Constraints on executive authority that
establish the prudence and ethics boundaries within which all executive
activity and decisions must take place.
c) Governance Process: Specification of how the Board conceives, carries
out, and monitors its own task.
d) Board-DE Linkage: How power is delegated and its proper use monitored;
authority and accountability of the DE role.
e) Board-UUA Linkage: How authority is shared between the JPD and the
UUA regarding district staff and district services.
3. Assurance of DE performance against policies in II.B.2a and II.B.2b.
4. Assurance of specified asset oversight by:
a) Approving the use of unrestricted reserves.
b) Approving the creation, designated purposes, and dissolution of restricted
reserves.
c) Approving expenditures of over $5000.
d) Reviewing and concurring with the proposed JPD annual budget prior to
its submission to the Annual Meeting for final approval.
Page 18 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
5. An annual Ends Assessment Report.
Approved 7/26/09
Page 19 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Governance Process Policies, II:
C. Accomplishment of Board Job
1. The board will review annually each set of policies for appropriateness and
effectiveness.
2. DE evaluation and remuneration will be decided each January, in partnership with
the UUA after a review of monitoring reports received in the last year. The normal point
of contact between the Board and the UUA will be the President.
3. Governance education and education related to Ends determination (for example,
changing demographics and societal attitudes toward religion will be considered each
July.
4. Throughout the year, DE monitoring will be included on the agenda if monitoring
reports show policy violations or if policy criteria are to be debated.
In Summary:
Month (Deadline)
July
October
October
October
January
April
April
Task
Consider Governance and Ends education for the Board
Annual conflict of interest review/disclosure
Ends Review & Monitor
(Ends monitoring report due May 31)
Development of agenda for the year
Determine and arrange ownership input
(Reports due 2 weeks prior to meeting)
Arrange Governance and Ends education for the Board
Evaluate DE by reviewing monitoring reports received during last year
Decide DE remuneration in partnership with UUA
Review & monitor DE Limitations policies
(Reports due 2 weeks prior to meeting)
Ends Monitoring DE – Board Linkage Policies. Revised 10/6/2012
Review & monitor Governance policies
(Reports due 2 weeks prior to meeting)
Approved 10/6/12
Page 20 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Governance Process Policies, II:
D. President’s Role
The President assures the integrity and fulfillment of the Board’s process and, secondarily,
occasionally represents the Board to outside parties. This means that:
1. The job result of the President is that the Board behaves consistently with its own
rules and those legitimately imposed upon it from outside the organization. Specifically:
a) Meeting discussion content will be only issues that, according to Board
policy, clearly belong to the Board to decide, not the DE.
b) Deliberation will be fair, open, and thorough but also timely, orderly, and to
the point.
2. The authority of the President consists in making decisions that fall within topics
covered by Board policies on Governance Process and Board-DE 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.
Therefore, the President:
a) Is empowered to chair Board meetings with all the commonly accepted
power of that position (for example, ruling, and recognizing).
b) Has no authority to make decisions about policies created by the Board
within Ends and DE Limitations policy areas. Hence, the President has no
authority to supervise or direct the DE independently of the Board.
c) May represent the Board to outside parties in announcing Board-stated
positions and in stating President decisions and interpretations within the area
delegated to her or him.
d) May delegate this authority but remains accountable for its use.
e) Represents the Board in discussions with the UUA.
f)
Is an ex-officio member of all Board committees.
Approved 5/21/05
Page 21 of 28
Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Governance Process Policies, II:
E. Board Members’ Code of Conduct
The Board commits itself and its members to ethical, businesslike, and lawful conduct; consistent with the
UUA’s principles; including proper use of authority and appropriate decorum when acting as Board
members. Therefore, members of the Board:
1.
Entering in trust, covenant with one another to:
a)
Remember the holy nature of our work,
b)
Be present and prepared for board meetings,
c)
Assume responsibility and follow through on our commitments,
d) Listen carefully and deeply to each other and assume that others have the best
interests of the district at heart,
e) Recognize that disagreement is a part of Board life, pledging to respect our
differences, not letting conflicts fester,
f)
Respond to emails and other communications in a timely manner,
g)
Communicate directly,
h)
Commit to continuous learning,
i) Handle complaints brought to the Board with respect, but handle them at the
appropriate level, gathering accurate and complete information as necessary,
j)
Communicate with candor and care,
k)
Treat one another respectfully,
l)
Move forward together,
m)
As the Board speak with one voice.
2. Must represent unconflicted loyalty to the interests of the ownership. 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 organization’s services.
3. Must avoid conflict of interest with respect to their fiduciary responsibility.
Specifically:
a) There must be no self-dealing or any conduct of private business or personal
services between any Board member and the organization, except as
procedurally controlled, to assure openness, competitive opportunity, and equal
access to inside information.
b) When the Board is to decide upon an issue about which a member has an
unavoidable conflict of interest, that member shall absent herself or himself
without comment from not only the vote but also from the deliberation.
c) Members must not use their positions to obtain employment for themselves,
family members, or close associates. Should a member desire employment, he
or she must first resign.
d) Members will annually disclose their involvement with other organizations,
vendors, or any other associations that might produce a conflict, and whenever a
conflict might occur.
4. May not attempt to exercise individual authority over the organization except as
explicitly set forth in Board policies. Specifically:
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Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
a) Member’s 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.
b) Members will give no consequence or voice to individual judgments of DE or
staff performance.
c) Members will refrain from making derogatory attacks directed at individuals,
congregations, or initiatives of the JPD or the UUA.
Approved 7/10/11
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Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Governance Process Policies, II:
F. Board Committee Principles
1. Board committees exist to help the Board do its job, never to help or advise the staff.
Committees ordinarily will assist the Board by preparing policy alternatives and
implications for Board deliberation. Board committees will not normally have dealings
with current staff operations.
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 DE.
3. Board committees cannot exercise authority over staff. The DE will not be required
to obtain approval of any Board committee before taking executive action.
4. Board committees are to avoid over-identification with organizational parts rather
than the whole. Therefore, a Board committee that has helped the Board create policy
on some topic will not be used to monitor organizational performance on that same topic.
5. Board committees will be used sparingly and ordinarily in a task specific capacity.
6. When the Board forms a committee, it will create a policy which describes:
a) The product the committee is to produce.
b) The authority (in terms of use of organizational resources) it is granted.
7. This policy applies to any group that is formed by Board action, whether or not it is
called a committee and regardless of whether the group includes Board members. It
does not apply to committees formed under the authority of the DE.
Approved 7/13/03
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Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Governance Process Policies, II:
G.
Board Committees
10. Finance & Audit – This committee is appointed by the Board. At least two members
will also be Board members, one of whom will be the Treasurer and one of whom will be
a co-chair for the committee. The committee will report to the board at least quarterly
and to the membership annually. The committee helps the board carry out its fiscal
responsibility by:
a) Recommending the district budget to the Board for presentation to the
membership at the annual meeting (assisting the DE in its formulation as
needed), reviewing income and expenses at least quarterly, and making financial
policy recommendations.
b) Coordinating the annual audit by recommending an accounting firm to
conduct it and reviewing its progress.
c) Acting as liaisons to appropriate congregational leaders to support full fair
share congregational participation in JPD and the APF of the UUA.
d) Evaluating and monitoring the status of Chalice Keepers and Chalice
Lighters
11. Endowment (Chalice Keepers) Management – The committee will have at least three
persons. All members of the committee will be members of a Unitarian Universalist
Congregation in the Joseph Priestley District and will be familiar with financial
management and financial statements. The members of the Committee will serve terms
of three years with a second term of three years if agreed to. It is expected that the
original three members of the Committee will serve for three years and one new person
will be appointed each year thereafter.
The Board of Directors delegates to the Committee the responsibility of advising the
Custodian to distribute specific amounts from the JPD Fund. The Board of Directors also
delegates to the Committee the responsibility of reviewing applications and awarding
grants and loans from the Fund.
The Board of Directors further authorizes the Committee to allow the funds to accumulate
without taking a distribution. The Committee will inform the Board when, in the
Committee’s opinion, the Fund is of a size to permit meaningful grants and/or loans and
report at least semi-annually the current status of the fund to the Finance and Audit
Committee.
The Board of Directors further authorizes the Committee to withdraw funds from the
Custodian in order to set up a revolving fund for loans for congregations within the
Joseph Priestley District for the purpose of purchasing land or constructing buildings.
Such a revolving loan fund should be managed by the UUA if possible, but if that is not
possible the Committee many choose another manager.
Approved 7/22/12
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Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Governance Process Policies, II:
H. Cost of Governance
The Board will invest in its governance capacity by assuring that:
8. Board skills, methods, and supports will be sufficient to assure governing with
excellence. Specifically:
a) Training and retraining, including materials, supplies, and subscriptions, will
be used liberally to orient new members and candidates for membership, as well
as to maintain and increase existing member skills and understandings.
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.
c) Outreach mechanisms will be used as needed to ensure the Board’s ability to
listen to owner viewpoints and values.
9. Costs will be prudently incurred, though not at the expense of endangering the
development and maintenance of superior capability. Specifically:
a) The Board will expend funds on training, including attendance at conferences
and workshops; audit and other third party monitoring of organizational
performance; and surveys, outreach to owners, focus groups, opinion analyses,
and meeting costs. Generally,
(1) Meeting costs include reasonable reimbursement of Board members
for amounts they spend to enable them to attend meetings. Usually, this
means that Board members will be reimbursed for:
(a) 50% of the cost of their hotel rooms (double occupancy is
encouraged!),
(b) mileage at a rate consistent with IRS standards for volunteer
mileage reimbursement for reasonable public transportation
fares, parking fees, and tolls,
(c) meal costs up to $40 per day, which is consistent with UUA
standard for per diem cost,
(d) and other out-of-pocket expenses with receipts.
(2) Reimbursement for additional amounts under special circumstances
(physical ability, age, or financial need) will be at the discretion of the
Board President.
b) The Board will plan in a timely fashion to insure that these expenditures are
included in the budget.
c) Board members and committees will follow established administrative
practices regarding the submission of expenses for reimbursement and payment
of bills for goods and services.
Approved 5/12/07
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Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
Board – Unitarian Universalist Association (UUA) Linkage Policies
I. Global Board – UUA Linkage Policy
The Board, on behalf of the congregations of the Joseph Priestley District, will be in right relationship with
the Administration of the UUA (hereafter abbreviated to ”UUA”).
II. Board – UUA Linkage Policies
A. UUA Requirements of the JPD
The UUA and the JPD co-employ the DE and other staff member(s). Accordingly, the UUA
requires that:
1. The Board allow co-employed staff members to accomplish certain tasks and goals
set forth by the UUA.
2. The Board participate in the evaluation process set out by the UUA for the DE only.
(The Board designates the DE, as CEO, to participate in this evaluation process for all
other co-employed staff members.)
3. The Board participate in the hiring and firing of the DE only. (The Board designates
the DE, as CEO, to participate in the hiring and firing of all other co-employed staff
members.)
4. The Board communicate clearly with the DE and the UUA about what needs to be
accomplished in the District at what cost by co-employed staff members through its Ends
Policies. This communication is to be used by the DE and the UUA in setting goals for
each co-employed staff member.
5. The Board communicate clearly, promptly, and directly with the UUA in cases of
conflict between the Board and the DE.
6. The Board ensure clear, prompt, and direct communication with the UUA in cases of
conflict concerning other co-employed staff.
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Policies of the Joseph Priestley District (JPD) of the
Unitarian Universalist Association (UUA)
As of October 6, 2012
B. JPD Expectations of the UUA
The JPD and the UUA co-employ the DE and other staff member(s). Accordingly, the Board
expect that:
1. The UUA stay in right relationship with the District and honor all fiduciary
responsibilities and contracts with co-employed staff in a timely manner.
2. The UUA allow co-employed staff members to accomplish the work of the District
as defined by its Ends Policies.
3. The UUA provide clear guidance about what the UUA needs accomplished at what
cost by co-employed staff members in both the long and short term for:
a) the use of the Board in setting Ends Policies, and
b) the use of the DE in setting goals for each co-employed staff member.
4. The UUA communicate its vision and goals clearly to the Board and the DE for:
a) the use of the Board in setting Ends policies, and
b) the use of the DE in setting goals for each co-employed staff member.
5. The UUA communicate clearly, promptly, and directly with the Board in cases of
conflict between the UUA and the DE.
6. The UUA communicate clearly, promptly, and directly with the DE in cases of
conflict between the UUA and any other co-employed staff member. The DE may not
fail to promptly inform the Board of any such conflict.
C. Resolution of Conflicts between the JPD and the UUA
When there is a conflict between the Policies of the JPD and the UUA, the UUA and the Board
communicate clearly about the conflict, attempt to find a mutually acceptable solution which
addresses each party’s concerns, and seek independent advice and/or mediation if needed.
Approved 1/14/06
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