FLORIDA DISTRICT UNITARIAN UNIVERSALIST ASSOCIATION
GOVERNING POLICIES
(adopted March 19, 2000 and revised February 22, 2003 )
PAGE
I. ENDS
2
II. EXECUTIVE LIMITATIONS
A. GLOBAL 3
B. TREATMENT OF STAFF 3
C. FINANCIAL PLANNING/ BUDGETING 3
D. FINANCIAL CONDITION/ACTIVITY 4
E. EMERGENCY D.E. SUCCESSION 5
F. ASSET PROTECTION 5
G. COMPENSATION AND BENEFITS 5
H. COMMUNICATION AND SUPPORT OF THE BOARD 6
III. GOVERNANCE PROCESS
A. GLOBAL GOVERNANCE COMMITMENT 7
B. BOARD JOB DESCRIPTION 7
C. PRESIDENT’S ROLE 8
D. BOARD MEMBER’S CODE OF CONDUCT 9
E. BOARD COMMITTEE PRINCIPLES 9
F. COST OF GOVERNANCE 10
IV. DISTRICT EXECUTIVE LINKAGE
A. GLOBAL GOVERNANCE – MANAGEMENT CONNECTION 11
B. UNITY OF CONTROL 11
C. ACCOUNTABILITY OF THE D.E. 12
D. MONITORING D.E. PERFORMANCE 12
I. ENDS
The Florida District of the UUA will be a diverse community of healthy, interdependent, self-governed congregations that live our UUA purposes and principles within the larger world.
Congregations will:
Revised 02-22-03
II. EXECUTIVE LIMITATIONS
A. GLOBAL
The D.E. shall not allow any practice, activity, decision, or organizational circumstance which is either unlawful, imprudent or in violation of commonly accepted professional ethics, including the UUMA Code of Professional Conduct.
Accordingly she or he shall not fail to fully inform the Board of expectations and demands of the UUA in accordance with the co-employment agreement.
B. TREATMENT OF STAFF
With respect to the treatment of paid and volunteer staff, the D.E. may not cause or allow conditions which are unfair, undignified, disorganized, or unclear.
Accordingly, she or he shall not:
1. Operate without written personnel procedures and guidelines which clarify personnel rules for staff, provide for 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 grieving to the board when (A) internal grievance procedures have been exhausted and (B) the employee alleges that board policy has been violated to his or her detriment.
4. Fail to acquaint staff with the D.E.’s interpretation of their protections under this policy.
5. Fail to implement fair compensation practices.
6. Fail to attend ‘Introductory Training in Policy Governance’ within one year of hire.
7. Fail to provide training and resources for professional and volunteer staff in their area of responsibility.
C. FINANCIAL PLANNING/BUDGET
Financial planning for any fiscal year or the remaining part of any fiscal year shall not deviate materially from board's End Priorities, risk fiscal jeopardy, fail to comply with any Board approved Financial Plan, or fail to involve the Ends Council.
Accordingly, the District Executive shall not allow budgeting which:
1 . Fails to include credible projection of revenues and expenses, separation of capital and operational items, cash flow, and disclosure of planning assumptions.
2. Plans the expenditure in any fiscal year of more funds than are conservatively projected to be received in that period.
3. Allows cash to drop below a safety reserve of less than one and one half month’s budgeted expenses at any time.
4. Provides less for board prerogatives during the year than is set forth in the Cost of Governance policy.
5. Allows the budget to be presented to the Annual Meeting without approval of the Board.
6. Prevents programs from raising funds for specific D.E. approved purposes that fulfill the ends.
D. FINANCIAL CONDITION AND ACTIVITY
With respect to the actual, ongoing financial condition and activities, the D.E. shall not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from board priorities established in Ends policies.
Accordingly, the D.E. shall not:
1. Fail to comply with any Board approved Financial Policy.
2. Expend more funds than have been received in the fiscal year to date unless the debt guideline (below) is met.
3. Indebt the organization 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.
4. Use any long term, Dedicated Reserves, unless authorized by the Board to do so.
5. Conduct interfund shifting in amounts 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.
6. Fail to settle payroll and debts in a timely manner.
7. Allow UUA-required payments, tax payments or other government ordered payments to be overdue or inaccurately filed.
8. Make a single purchase or commitment with income outside of annual period without disclosing same.
9. Acquire, encumber or dispose of real property.
10. Fail to aggressively pursue receivables after a reasonable grace period.
11. Enter in credit card arrangements with credit card limits totaling more than $2000.
E. EMERGENCY D.E. SUCCESSION
In order to protect the board from sudden loss of D.E. services, the D.E. may have no fewer than the President and Vice President familiar with board and D.E. issues and processes.
F. ASSET PROTECTION
The D. E. shall not allow corporate assets to be unprotected, inadequately maintained or unnecessarily risked.
Accordingly, he or she may not:
1. Allow unbonded personal access to material amounts of funds.
2. Subject plant and equipment to improper wear and tear or insufficient maintenance.
3. Unnecessarily expose the organization, its board or staff to claims of liability.
4. Make any purchase: (a) wherein normally prudent protection has not been given against conflict of interest; (b) of over $500 without having obtained comparative prices and quality; (c) of over $1,000 without a stringent method of assuring the balance of long term quality and cost.
5. Endanger the organization’s public image or credibility, particularly in ways that would hinder its accomplishment of mission.
G. COMPENSATION AND BENEFITS
With respect to employment, compensation, and benefits to employees, consultants, contract workers and volunteers, the D.E. shall not cause or allow jeopardy to fiscal integrity or public image.
Accordingly, he or she may not:
1. Change his or her own compensation and benefits.
2. Promise or imply permanent or guaranteed employment.
3. Establish current compensation and benefits which deviate materially from the geographic or professional market for the skills employed.
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.
5. Establish or change pension benefits so as to cause unpredictable or inequitable situations, including those that:
A. Incur unfunded liabilities.
B. Provide less than some basic level of benefits to all full time employees, though differential benefits to encourage longevity are not prohibited.
C. Allow any employee to lose benefits already accrued from any foregoing plan.
D. Treat the D.E. differently from other key employees.
H. COMMUNICATION AND SUPPORT OF THE BOARD
The D. E. shall not permit the board to be uninformed or unsupported in its work.
Accordingly, she or he may not:
1. Neglect to submit monitoring data required by the board (see policy on Monitoring D.E. 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, 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 D.E.’s opinion, the board is not in compliance with its own policies on Governance Process and Board-D.E. Linkage, particularly in the case of board behavior which is detrimental to the work relationship between the board and the D.E.
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 (a) fulfilling individual requests for information or (b) responding to officers or committees duly charged by the board.
8. Fail to report in a timely manner an actual or anticipated noncompliance with any policy of the board.
9. Fail to supply for the consent agenda all items delegated to the D.E. yet required by law, contract or the By Laws to be board-approved, along with the monitoring assurance pertaining thereto.
10. Fail to bring to the Board recommendations for Committee Chair appointments, the annual theme for programming and the District Annual Assembly location and theme speaker.
11. Fail to operate without a Strategic Plan that specifies how the ends are to be realized and outcomes to be attained for specific periods of time.
III. GOVERNANCE PROCESS
A. GLOBAL GOVERNANCE COMMITMENT
The purpose of the board, on behalf of the member congregations is to see to it that the Florida District of the Unitarian Universalist Association (a) achieves appropriate results for appropriate persons at an appropriate cost, (b) avoids unacceptable actions and situations and (c) assists the U.U.A. in formulating and implementing its policies.
B. BOARD JOB DESCRIPTION
Specific job outputs of the board, as an informed agent of the ownership, are those that ensure appropriate organizational performance
Accordingly,
1. The board will produce the link between the organization and the ownership.
2. The board will produce written governing policies which, at the broadest levels, address each category of organizational decision.
A. Ends: Organizational products, impacts, benefits, outcomes, recipients, and their relative worth (what good for which recipients at what cost).
B. Executive Limitations: Constraints on executive authority which establish the prudence and ethics boundaries within which all executive activity and decisions must take place.
C. Governance Process: Specifications of how the board conceives, carries out and monitors its own task.
D. Board-D.E. Linkage: How power is delegated and its proper use monitors; the D.E. role, authority and accountability.
3. The board will produce assurance of D.E. performance (against policies 2a and 2b).
C. PRESIDENT’S ROLE
The President assures the integrity of the board’s process and, secondarily, occasionally represents the board to outside parties.
Accordingly:
1. The job result of the President’s that the board behaves consistently with its own rules and those legitimately imposed upon it from outside the organization.
A. Meeting discussion content will be only those issues which, according to board policy, clearly belong to the board to decide, not the D.E.
B. Deliberation will be fair, open, and thorough, but also timely, orderly, and kept 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 the Board-D.E. Linkage, with the exception of (a) employment or termination of a D.E. and (b) 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.
A. The President is empowered to chair board meetings with all the commonly accepted power of that position (e.g., ruling recognizing).
B. The President has no authority to make decisions about policies created by the board within Ends and Executive Limitation policy areas. Therefore, the President has no authority to supervise or direct the D.E.
C. The President may represent the board to outside parties in announcing board stated positions and in stating Presidential decisions and interpretations within the area delegated to him or her.
D. The President may delegate this authority, but remains accountable for its use.
D. BOARD MEMBER’S CODE OF CONDUCT
The board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as board members.
Accordingly,
1. Members must have loyalty to the ownership, unconflicted by loyalties to staff, other organizations, and any personal interest as a consumer.
2. Members must avoid conflict of interest with respect to their fiduciary responsibility.
A. There will be no self-dealing or business by a member and the organization except when openness and appropriate competition are ensured.
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 may not obtain employment in this organization for themselves, family, or close associates. To apply for employment, a member must first resign.
D. Members will annually disclose their involvements with other organizations, with vendors, or any associations which might produce a conflict.
3. Board members may not attempt to exercise individual authority over the organization except as explicitly set forth in board policies.
A. Member’s interaction with the D.E. or with staff must recognize the lack of authority vested in individuals except when explicitly board authorized.
B. Member’s interaction with public, press or other entitles must recognize the same limitation and the inability of any board member to speak for the board except to repeat explicitly stated board decisions.
C. Members will not make individual judgments of D.E. or staff performance.
4. Members will respect the confidentiality appropriate to issues of a sensitive nature.
5. Members will be properly prepared for board deliberation.
E. BOARD COMMITTEE PRINCIPLES
Board committees, when used, will be assigned so as to reinforce the wholeness of the board’s job and so as never to interfere with delegation from board to D.E
Accordingly,
1. Board committees are to help the board do its job, not to help or advise 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.
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 the authority delegated to the D.E.
3. Board committees cannot exercise authority over staff. Because the D.E. works for the full board, she or he will not be required to obtain approval of a board committee before an executive action.
4. Board committees are to avoid over-identification with 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 subject.
5. Committees will be used sparingly and ordinarily in an ad hoc capacity.
6. This policy applies to any group which is formed by board action, whether or not it is called a committee and regardless whether the group includes board members. It does not apply to committees formed under the authority of the D.E.
7. Of the three committees required by the By Laws:
The Credentials Committee will be considered as a standing Board committee; The Nominating Committee, which is a committee that reports directly to the membership, is not a Board Committee; and The Youth Council will be considered as part of the operational organization.
F. COST OF GOVERNANCE
Because poor governance costs more than learning to govern well, the board will invest in its governance capacity.
Accordingly,
1. Board skills, methods, and supports will be sufficient to assure governing with excellence.
A. Training and retraining 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 need to ensure the board’s ability to listen to owner viewpoints and values.
D. One member of the Board shall attend ‘Introductory Training in Policy
Governance’ each year. The attendee shall be the president or vice president
unless both have attended.
2. Costs will be prudently incurred, though not at the expense of endangering the development and maintenance of superior capability. Up to 7% of annual income will be expended
A. For training, including attendance at conferences and workshops.
B. For audit and other third-party monitoring of organizational performance.
C. For surveys, focus groups, opinion analyses, and meeting
costs.
D. For other Governance expenses, as outlined in the Annual Budget.
IV. DISTRICT EXECUTIVE LINKAGE
A. GLOBAL GOVERNANCE – MANAGEMENT CONNECTION
The board’s sole official connection to operational organization, its achievement and conduct will be through the District Executive (i.e.- D.E.).
B. UNITY OF CONTROL
Only officially passed motions of the board are binding on the D.E.
Accordingly:
1. Decisions or instructions of individual board members, officers, or committees are not binding on the D.E. 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 D.E. can refuse such requests that require, in the D.E.’s opinion, a material amount of staff time or funds or is disruptive.
C. ACOUNTABILITY OF THE D.E.
The D.E. is the board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the board is concerned, is considered the authority and the accountability of the D.E.
Accordingly:
1. The board will never give instructions to persons who report directly or indirectly to the D.E.
2. The board will refrain from evaluating, either formally or informally, any staff other than the D.E.
3. The board will view D.E. 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 D. E. performance.
D. MONITORING D.E. PERFORMANCE
Systematic and rigorous monitoring of D.E. job performance will be solely against the only expected D.E. job outputs: organizational accomplishment of board policies on Ends and organizational operation within the boundaries established in board policies on Executive Limitations.
Accordingly:
1. Monitoring is simply to determine the degree to which board policies are being met. Data which do not do this will not be considered to be monitoring data.
2. The board will acquire monitoring data by one or more of three methods: (a) by internal report, in which the D.E. discloses compliance information to the board, (b) by external report, in which an external, disinterested third party selected by the board assesses compliance with board policies, and (c) by direct board inspection, in which a designated member or members of the board assess compliance with the appropriate policy criteria.
3. In every case, the standard for compliance shall be any reasonable D.E. interpretation of the board policy being monitored.
4. All policies which instruct the D.E. 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.
Policy Method Frequency
Treatment of Consumers Internal Annually
Treatment of Staff Internal Annually
Financial/Planning Budgeting Internal Quarterly
Financial Condition & Activities Internal Quarterly
External Annually
Emergency D.E. Succession Internal Annually
Compensation & Benefits Internal Annually
External Bi-annually
Communication & Support ` Direct Inspection Annually
Revised 2-22-03