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Board Policies

Unitarian Universalist Church of Bloomington Board Policies Manual

Preamble

In 2024, the Board of Directors of the Unitarian Universalist Church of Bloomington, Indiana (herein referred to as UUCB or Church) adopted these Policies to replace the Board Policies adopted in 2010. These new Policies, based on the writings of Hotchkiss (2016), place greater emphasis on partnership and Board–Minister collaboration than the 2010 model. They are also reorganized and clarified to create a more easily understood, living document that can evolve and change with the needs of the Church.

Like the 2010 Policies, these Board Policies delegate day-to-day responsibilities for Church administration to the Lead Minister, recognizing both (a) the Board’s responsibility for mission, oversight, evaluation, and quality assurance; and, (b) the Lead Minister’s need for freedom to plan and enact appropriate procedures that lead to results for which the Lead Minister is accountable.

In this governance model, the Board and Lead Minister interact as partners in pursuit of the Mission and Ends of the Church, each with their own domains, but with overlapping responsibilities for planning and assessment. This model is characterized by, but not limited to: transparency in communication, joint planning and assessment, respect for each other’s functional domains, mutual commitment to common goals, and shared respect for each other and for the Mission of UUCB.

It is expected that the Board will change these Policies as needed in pursuit of UUCB, Board, and Ministerial goals, unlike the Bylaws, which require Congregational approval to amend. Other than by guiding the Mission and exercising oversight, the Board acts primarily through these directive Policies.

These Policies will be made freely available to any party wishing to examine them. By expressing the will of the Board, these Policies supersede any other policy created by Ministers, Staff or Lay Leaders. They are UUCB’s sole governing Policies and all other policies or procedures in use at UUCB must conform to them.

The Board may modify these Policies at any time through a majority vote of the Board. These Policies are limited only by provisions in the Articles of Incorporation, the UUCB Bylaws, and applicable Laws and Regulations.

1. Board Governance

The Board of Directors will oversee the Church on behalf of the Congregation by promoting policies and actions that move the Church toward goals consistent with Board-approved Ends (Appendix A) and by resolving situations that may impede such movement.

1.1 Role of the Board

The Board will govern in partnership with the Lead Minister by clearly defining the Ends and Mission of the Church; engaging in future planning; holding itself and the Lead Minister accountable for progress and good governance; and delegating to the Lead Minister authority over implementation and day-to-day operations.

1.1.1 Annual Board Work Products

  1. Year-end Assessment: The Board and Lead Minister will complete annual self-assessments and assessments of each other’s work prior to the Annual Congregational Meeting. These year-end assessments, including reflections on efforts to attain goals contained in the previous year’s Annual Planning Document, will be included in a written report, and summarized by the Board to the Congregation at its Annual Meeting.
  2. Board Monitoring Schedule: Prior to August 1, the Board President, in collaboration with the Lead Minister, will produce its schedule for the upcoming year (through July 31 of the following year) including reports to be heard at Board meetings (see Board Monitoring Schedule template in Appendix C) and activities needed to meet its defined goals to the extent that pre-planning is possible. This Schedule will be distributed to all affected personnel and modified as needed as the year unfolds.
  3. Annual Planning Document: Stemming from the year-end assessments, the Board, in partnership with the Lead Minister (and others as appropriate), will create plans that clearly envision Ministerial, Board, and UUCB goals for the coming year, as well as steps the Lead Minister and Board plan to take to meet these goals. The goals and plans for the Church as a whole will be presented by the Board to the Congregation after the August Board meeting.
  4. Annual Reviews of Board Policies, Calendar, Board Covenant, Ends, and Mission Statement, and Board Member Position Descriptions will be completed as part of the Board monitoring process.

1.1.2 Less Frequent Board Work Products

  1. Mission Statement and Ends (Appendix A): Together with the Lead Minister and Congregation, the Board will write, maintain, and update the Church’s Mission and Ends Statements and, in collaboration with the Lead Minister, will ensure the Congregation is made familiar with these Statements.
  2. Long-term Strategic Plan: Together with the Lead Minister, the Congregation, and the Staff, the Board will create and monitor a Strategic Plan for the Church, to be updated every five to ten years, consisting of a short list of the most important results the Board would like to see the Church achieve along with strategic choices it intends to make regarding program, membership, budgets, and staffing to achieve these desired results.
  3. Capital Development Plan: In collaboration with the Lead Minister and Finance Committee, the Board will develop a rolling five-year Capital Development Plan, and will monitor progress on this plan annually.

1.2 Responsibilities of Board Officers and At-Large Members

All Members of the Board will:

  1. Fulfill their duties to the Church in a conscientious and expeditious manner.
  2. Accurately represent Board positions on various governance matters and report Congregational concerns to the Board.
  3. Know and follow the mandates contained within UUCB Bylaws and Board Policies.
  4. Serve in various capacities on subcommittees or other governing bodies as requested by the Board President or the Board as a whole.
  5. Review and update position descriptions annually.
  6. Take turns representing the Board at Sunday service(s) to ring the World Bell and monitor safety and security.

1.2.1 Board President

The Board President will:

  1. Provide leadership to the Board and the Church and will set agendas for Board and Congregational meetings that include any items Board members or the Lead Minister may deem relevant.
  2. Provide the Board with a Board meeting agenda and any supporting documents at least three days before the Board Meeting.
  3. Chair Board and Congregational meetings expeditiously, allowing discussion and following commonly accepted rules of order.
  4. Ensure that an annual Board Monitoring Schedule is created and distributed to all affected parties by August 1 annually.
  5. Ensure that year-end assessments are conducted in a thorough and productive manner and that written records of such assessments are maintained.
  6. Encourage creative and open discussion of all issues before the Board.
  7. Act as a spokesperson for the Board, accurately representing the Board’s stated positions and decisions.
  8. Ensure that all officers fulfill their obligations to the Board and Church as specified in the Bylaws, in this document, or by agreement of the Board.
  9. Make routine decisions not normally requiring Board approval in ways that are consistent with Board Policies and past practice, keeping in mind that any decision impacting the fundamental operations, reputation, or assets of the Church requires prior Board approval.
  10. Take on other roles, including administrative roles, if necessary, at the direction of the Board.

1.2.2 Vice President

The Vice President will:

  1. Work collaboratively with the President, assist in the completion of Presidential duties as requested, and substitute for the President upon request.
  2. Take over as President for the duration of the President’s term should they resign or become incapacitated.
  3. Assume other duties as assigned by the Board.

1.2.3 Secretary

The Secretary will:

  1. Record and distribute approved copies of Board and Congregational meeting minutes.
  2. Send Minutes and other Board documents to appropriate staff to be posted or distributed to the Congregation.
  3. Send documents representing Board business to the appropriate staff for filing in the Church archives. All such documents, including Treasurer’s reports, will be channeled by other Board officers through the Secretary.
  4. Ensure that all meetings called by the Board are appropriately announced to the Congregation in the manner specified in the Bylaws.
  5. Revise Bylaws, Board Policies, and other similar official documents under the Board’s purview when changes are approved and ensure these documents are properly filed.
  6. Orient new Board Members to the Board Policies, Bylaws, Operating Procedures and similar governing documents of importance to Board and Church functions.
  7. Assume other duties as assigned by the Board.

1.2.4 Treasurer

The Treasurer will:

  1. Prepare and present new or changed procedures or proposed Policies to the Board to govern UUCB financial management.
  2. Work with the Lead Minister and Finance Committee to prepare and present a five-year financial plan.
  3. Work with the Lead Minister and Finance Committee to develop the annual operating budget.
  4. Present the proposed annual operating budget to the Board and to the Congregation for approval.
  5. Make financial reports to the Board as called for by Board Policies.
  6. Propose mid-year changes to the annual budget as necessary and present such changes to the Board and to the Congregation for approval.
  7. Ensure that the Congregation has timely access to a budget summary prior to a vote for approval at any upcoming Congregational meeting.
  8. Ensure that copies of Treasurer's reports, i.e., reports for Board meetings and Congregational meetings, are provided to the Board Secretary for inclusion in meeting minutes.
  9. Assume other duties as assigned by the Board.

1.2.5 At-Large Members

At-Large Board Members will:

  1. Attend Board meetings, providing input based upon their expertise and experience that will enhance the ability of the Board as a whole to fulfill its functions.
  2. Assume other duties as assigned by the Board.

1.3 Board Committees

Board committees and working groups will be appointed by the Board and will work for the Board. Such groups will have no authority except that granted to them at the time of their formation by the Board. Other conditions are noted in UUCB Bylaws 6.3 and 6.4.

The Board will consult with Staff and the Leadership Cultivation Committee (see Bylaw 6.2) to identify potential committee members and to promote opportunities for service, especially at the Mid-year Congregational Meeting.

1.3.1 Finance Committee

The Finance Committee will be constituted and function in accordance with UUCB Bylaw 6.1.

1.3.2 Personnel Advisory Committee

The Personnel Advisory Committee is constituted by the Board, with one Board member as member of the committee.

1.3.3 Pledge Drive Committee

The Pledge Drive Committee is constituted by the Board. Representatives will report to the Board at the July and January meetings.

1.4 Expectations of Board Members

Board Members are expected to live up to the expectations of a Reasonably Prudent Person with regard to their service.

1.4.1 Board Covenant

The Board will annually review, and may make changes as appropriate to, its Covenant, which represents expectations of the Board Members for themselves. This Covenant will be Board Policy and will be appended to this document as Appendix B.

1.4.2 Conflict of Interest

  1. A conflict of interest exists when a Reasonably Prudent Person would question the ability of a Board Member to make a fair and impartial decision on a particular case or issue, or to make decisions on one or more issues in the best interest of the Church.
  2. Any Congregant or Staff member (including the Lead Minister) or Board Member suspecting a conflict of interest has an obligation to raise the issue with the full Board in a timely manner.
  3. The full Board (minus the affected Member, but with their input) will determine how to resolve the conflict. Resolution could include, but is not limited to, the affected Member: (1) fully participating on an issue, but with full disclosure of the nature of the conflict; (2) participating or not participating in discussion of the issue, but recusing themselves from any vote in which the conflict is a factor; or (3) resigning from the Board.

1.4.3 Discipline and Removal of Board Members

  1. The Board may remove any Officer or At-large Member for missing three consecutive scheduled Board meetings (Bylaws 5.5) or for other comparably serious and continuous dereliction of duty.
  2. Based upon its duty of oversight stated in the Bylaws, the Board may consider removing any Board Member for behavior or speech or incapacity that would be deemed by a Reasonably Prudent Person to be detrimental to the good function or reputation of UUCB.
  3. Detrimental behavior includes but is not limited to: serious illegal behaviors; threatening behaviors; sexual misconduct; dishonesty; serious conflict of interest; or open espousal of causes conflicting with recognized UUCB values. The right to speak freely on issues of importance or to engage in reasonable and orderly debate on an issue will be upheld except when such speech may, in the opinion of the remaining Board members, harm the Church in an important and tangible way.
  4. Prior to any such removal, the Secretary of the Board will notify the Board Member in writing of the intent to remove the Board Member and offer an opportunity to respond, either in writing or in person, at a meeting of the Board called for that purpose. Pursuant to this exchange, the Board may remove the Board Member's voting privileges and/or remove the Member from the Board.

1.5 Electronic Communication for Board Meetings

  1. A Board Member may attend a meeting by means of electronic communications if the medium permits communication with other participants at the meeting in real time.
  2. Board Members are encouraged to be physically present at the place where the Board meeting is conducted, except when conditions preclude an in-person meeting. In this case, a Board member may attend virtually.
  3. When a decision on an issue is required between regular meetings, the President may poll Members for a vote as long as reasonable provision has been made for discussion of the issue prior to the vote. In such cases, the Board will affirm that decision for the record through a formal vote at the next scheduled Board meeting.

2. Delegation to the Staff

Certain powers of the Board will be formally delegated to the Lead Minister, except as limited by these Policies.

2.1 Global Delegation to the Lead Minister

  1. The Board will delegate all responsibility for the work and resources of the Church to the Lead Minister, except as limited by these Policies, by the Church Bylaws, or by emergency actions taken by the Board to protect Church functions and assets.
  2. To this end, only the Lead Minister is accountable to the Board for operational achievement and conduct. Only the Lead Minister has direct authority over Staff, who may in turn supervise other members of the Staff.
  3. Only decisions of the Board as a whole are binding on the Lead Minister. Individual Board members may not unilaterally exercise powers that have been delegated to the Lead Minister.
  4. In the event that the Lead Minister is unexpectedly incapacitated, the Church Administrator will assume daily oversight responsibilities in collaboration with the Board President or their designee.

2.2 Staff

The Lead Minister will manage the work of the Church, providing appropriate leadership to Staff and Volunteers, ensuring compliance with all regulations and policies, upholding high standards of ethical and professional conduct, and achieving goals developed through annual assessments.

2.3 Director of Administration

The Director of Administration will:

  1. Manage the finances and office operations of the Church and assume other related responsibilities as directed by the Lead Minister.
  2. Collaborate with the Lead Minister, attend relevant meetings, and otherwise be prepared to assume non-ministerial responsibilities for the management of the Church in the event of an emergency.
  3. Exercise good, independent professional judgment in carrying out their functions, consistent with Church Operating Procedures and Board Policies.

2.4 Staff Accountability

All Staff members are directly accountable to the Lead Minister for their performance.

3. Guidance and Limitations

3.1 Personnel Policy

The Lead Minister will operate within the written Personnel Policy Manual approved by the Board and included in Appendix D.

3.2 Care for Congregants and Visitors

3.2.1 Health and Safety

The Lead Minister will oversee the health and safety of congregants and visitors consistent with the Safer Congregation Manual approved by the Board and included in Appendix E.

3.3 Sanctuary

  1. As authorized by Congregational vote on March 9, 2017, the Lead Minister is authorized to offer sanctuary, provided that such sanctuary is consistent with the UUCB Mission and Ends.
  2. If sanctuary is granted, the Congregation will seek support from the broader community to lessen risks to the Board, Ministers, Staff, and Congregation, as well as to those given sanctuary.
  3. The Lead Minister will educate the Congregation as to its commitment to provide sanctuary when sanctuary might be offered or is granted.
  4. The Lead Minister will inform the Board of any potential offer of sanctuary as far in advance as possible, and will report to the Board regularly should any sanctuary be granted.

3.4 Care for Material Resources

All persons involved in Church affairs incur an obligation by virtue of that involvement to care for the material resources of the Church under their jurisdiction.

3.4.1 Operating and Capital Budgets

  1. The Finance Committee will collaborate with the Minister(s) and Staff to develop an annual budget for the next fiscal year to present to the Board in April.
  2. Upon acceptance by the Board, the budget will be presented by the Board Treasurer to the Congregation for its approval at the Annual Congregational meeting.
  3. Budget planners will base their budget projections on the most reasonably accurate data available, and on assumptions leading to the highest levels of accuracy; and, should only plan for expenditures consistent with anticipated income for the period in question.
  4. Fiscal projections and budgets should include a plan for capital expenditures (including repayments of debts, and any building additions or equipment purchases over $1,000 each) and the means to pay for them.
  5. Budget planners should not deviate materially from Board-stated priorities and requirements in allocating resources among competing fiscal needs.
  6. The Board Treasurer may submit a mid-year modified budget as needed for approval by a majority of the Congregation at its Mid-year Congregational meeting.
  7. A summary of the proposed budget or budget changes should be made available to the Congregation at least 14 days prior to the Annual or Mid-year meetings.

3.4.2 Spending Authority

  1. Spending authority will be delegated by the Board to the Lead Minister, who is responsible for providing formal oversight of all spending from operating and capital accounts.
  2. To facilitate effective administration, the Lead Minister may delegate authority for spending to the Director of Administration and Staff.
  3. All Staff with delegated spending authority are responsible for accounting for such spending to the Lead Minister.
  4. When anticipated spending deviates significantly from the budgeted funds as defined in Bylaw 5.8, the Lead Minister must inform the Board of such deviations in a timely manner.

3.4.3 Gift Acceptance

  1. In consultation with the Board when necessary, the Lead Minister will determine what gifts are welcome, and the conditions for accepting such gifts.
  2. Gifts will be accepted based on their usefulness and benefit to the Church. Gifts that unduly burden the Church or place the Church at risk will not be accepted.

3.4.4 Special Funds

  1. UUCB will maintain an Operational Reserve to receive any surplus from the annual operating budget. The Reserve may be drawn from to balance the annual budget, with approval of the Congregation, or may be used by the Board to cover unexpected shortfalls in income. Any income generated by the Reserve will be deposited into the Reserve. The status of this fund will be reported to the Board at least once a year.
  2. An Operational Endowment will receive donations when so designated by the donor. Funds may be transferred to the Endowment from the Operational Reserve when approved by the Board. The Special Purposes Fund will manage the Endowment on behalf of the Congregation and provide the Board with a financial report at least annually. Distributions from the Endowment may be used for operations and will be included in the annual budget as income.

3.4.5 Accounting and Finance Standards

  1. The Board Treasurer, in consultation with the Finance Committee, will oversee the implementation and enforcement of all accounting and finance standards.
  2. Procedures in Church accounting and finance must conform with accepted practices in the accounting industry, including honest representations of financial conditions to the Board.
  3. Funds will only be received, processed, or disbursed under controls sufficient to meet a Board-appointed auditor’s standards.
  4. Any purchases made must be provided for in either the capital expenditures or current budget, except in the case of emergency and in consultation with the Board.
  5. Any purchase over $10,000 requires at least two competitive bids. If only one source is available, justification and approval by the Finance Committee is required.
  6. Any debt that is incurred when expenses in the fiscal year exceed revenues must be repaid by unencumbered revenues within 90 days.
  7. Cash levels must always be sufficient to settle payroll and debts in a timely manner.
  8. Cash shifted between funds must be restored by otherwise unencumbered revenues within 30 days.
  9. Any significant debts or deviations from anticipated spending should be reported to the Board in a timely manner.
  10. Tax payments or other government-ordered payments or filings must be accurately filed and paid when they are due.
  11. Board Members, Ministers, and Staff must disclose to the Board any competing financial, professional, or personal obligations or interests that might interfere with their ability to award purchases, grants, or other contracts in a fair and impartial manner.
  12. Operating capital should only be invested and held in secure instruments including insured, interest-bearing checking accounts and bonds of at least AA rating. Funds may be held in noninterest-bearing accounts only when necessary to ease operational transactions.

3.4.6 Asset Protection

  1. Staff, Ministers, and Congregants must maintain and secure the Church assets they oversee or employ.
  2. The Church will maintain insurance against theft and casualty losses at replacement value less reasonable deductible and coinsurance limits.
  3. The Church will maintain insurance covering corporate liability and personal liability of Board Members, Ministers, and Staff, taking into account pertinent statutory provisions for indemnification and exemptions applicable to Indiana non-profit organizations.
  4. Staff, Ministers, or Board Members should not unnecessarily expose the Church, the Board, or the Staff to claims of liability, or risk the Church’s nonprofit status, or damage its reputation in the community.
  5. All persons handling cash and/or checks for Church business should follow procedures for asset security established by the UUCB Fiscal Manual.
  6. Assets of the Church may not be appropriated for personal gain or loaned to any private individual or organization.

3.4.7 Document Retention and Handling

  1. Document retention and handling will be overseen by the Director of Administration.
  2. The Staff will develop and maintain written procedures governing the backup, retention, security and destruction of Church documents, giving definite retention periods for classes of financial, business, pastoral, personnel, and corporate records in both paper and electronic forms.
  3. The Church will maintain records of all formal committee minutes, including Board meeting minutes, as well as an archive of documents detailing Church activities. Such a system must be designed to serve as a permanent archive of all official documents and must keep records confidential that are not open for public scrutiny.

4. Oversight

Oversight by the Board will be accomplished through systematic monitoring and accountability.

4.1 Monitoring

4.1.1 Monthly Financial Statements

The Board Treasurer will briefly update the Board on the most current state of Church finances at each regular Board meeting.

4.1.2 Quarterly Financial Statements

The Board Treasurer will provide the Board with the most current statements of cash flow at the regular Board meetings in October, January, and April.

4.1.3 Programmatic Monitoring

  1. The Lead Minister will submit a brief written and oral report to the Board at each monthly Board meeting summarizing changes and issues related to the operation of the Church that should be of concern to the Board in its oversight role, including progress made toward achieving Church Ends, or factors inhibiting such progress. This report should be created in a collaborative manner with relevant Staff input, sharing any concerns they may have about current or pending issues.
  2. Through their ex officio position on the Board, the Lead Minister will act as partner in governance and chief counselor on Church affairs. They will be responsible for concise, transparent, and timely reporting of any changes in affairs that could impact the status of the Church and its welfare, including options for dealing with such issues after consultation with Staff or other affected parties. This may include failure of the Board to comply with its own policies.
  3. Any required report to the Board should be distributed to all Board Members by email at least three days prior to the pertinent Board meeting.

4.1.4 Other Monitoring

  1. Insurance: The Director of Administration will provide a report on insurance policies, limits, and coverage at the August Board meeting.
  2. Religious Education: The Lead Minister will include a summary of the state of the Lifespan Religious Education Program in their monthly report at least quarterly, at the September, December, February, and May Board meetings.
  3. Personnel Policies and Safety: The Lead Minister will provide an overview of changes in the status of personnel policies and safety procedures, including any issues of concern at least annually, at the December Board meeting.
  4. Special Purposes Fund: The SPF will provide a written summary of the six-month performance of invested funds, including the Operational Endowment, at the August and February Board meetings.

4.1.5 Board Monitoring Schedule

A monitoring schedule is appended to this document in Appendix C. This schedule will be reexamined and updated by the Board as called for by changing conditions.

4.2 Evaluation

4.2.1 Board and Lead Minister Evaluation of Governance and Church Performance

  1. Prior to the Annual Congregational Meeting, both the Board and the Lead Minister will annually self-assess their achievement with regard to the expectations and goals they set for themselves in the previous year; and also will assess UUCB’s progress in achieving the goals they set for it in the previous year. These assessments will be shared by both parties with one another, and new goals will be developed by both parties for themselves and for the Church, as well as ways to meet those expectations.
  2. A standardized format and calendar for conducting these assessments and setting new goals will be developed by the Board in partnership with the Lead Minister and appended to this document (Appendix F).
  3. All assessments and evaluations will be undertaken in a positive spirit of honest mutual collaboration and respect, with the goal of resolving perceived problems and increasing the benefits of Ministerial and Board leadership to the Church.
  4. Review and revision of Board Policies should be part of this process as needed, including, if relevant, the revision of position descriptions.
  5. Success in meeting visionary goals will not supersede the need for success in fulfilling the ordinary needs of the Church.

4.2.2 Staff Evaluation

  1. The Lead Minister will collaborate with Staff to develop clear criteria and procedures for Staff evaluation that include employee input and agreed-upon performance goals and criteria for each position.
  2. Staff evaluation must be documented in writing in a fair and impartial manner by supervisors and may only be based upon the agreed-upon criteria. Any changes in criteria and/or performance goals must be clearly stated and understood by all.

4.2.3 Lead Minister Performance Evaluation

The Lead Minister will be formally evaluated by the Board in accordance with the terms of their letter of agreement.

4.2.4 Annual Financial Audit or Review

  1. An internal audit will be conducted annually and reported to the Board in November by the Board Treasurer when no external audit is scheduled for that year.
  2. Results of an external audit will be reported to the Board in September of every fourth year by the Board Treasurer.

Appendix A: Mission and Ends Statement

Appendix A: Mission and Ends Statements

In Partnership Governance, the Board sets forth Ends Statements which establish our general principles as well as what our Congregation aspires to do. These statements expand upon our Congregation’s vision statement of “Seeking the Spirit, Building Community, and Changing the World” and our Congregation’s mission statement (below) to provide spiritual and governance guidance to the Ministers, Staff, and lay leaders.

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Appendix B: Board Covenant

Appendix B: Board Covenant

The Board Covenant as accepted by the Board August 17, 2024.

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Appendix C: Board Monitoring Schedule Template

Appendix D: Personnel Policy Manual

Appendix D: Personnel Policy Manual

Click here to view the Personal Policy Manual as a PDF.

2120 N Fee Lane Bloomington, IN 47408

Date Adopted: June 19, 2024

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Appendix F: Annual Assessment Template