In Support of the Joshua Generation Statement by Rev. Joe A. Malayang, 2/2/09

The following is a copy of a statement that was sent to the Joshua Generation Leadership Team, by Rev. Joe A. Malayang on Feb. 2, 2009.  We have posted the document, with permission of the author.

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  After a long period of reflection, with much inner struggle, my conscience compels me to support the Joshua Generation statement and its assessment of the proposed governance restructuring of the national setting of the United Church of Christ.

  The proposed structure is money-driven, not mission-driven, the statement argues. I agree that the current push for another structure is not mission–driven; it has always been, still is, primarily money-driven. From the very beginning of the current “restructure” scheme, money was driving the conversation. Control by one office of all or most of the assets or funds was always the underlying albeit unspoken impetus, although it came out openly in a couple of early proposals and discussion. The restructuring advocates consistently painted a picture of diminishing resources (meaning OCWM), of insufficient funds to pay for the “Still Speaking” initiative, and that dollars were unnecessarily spent on an “inefficient” and “cumbersome” four-covenanted ministry structure. (The implication was that a single governance would save lots of money, would be more efficient and less “cumbersome” – a debatable proposition.) Yet, during many of those years, denominational OCWM giving was up, per the CFO’s own reports to the Executive Council itself. Part of the problem was the financial development office (OGM-based) was not yet generating new funds for the work of the church. Also, many Conferences were increasing their own share (i.e., withholding) of OCWM funds to meet their own needs, acting unilaterally and/or because national leadership failed to negotiate with them the split as it was done in the past. The idea of another governance restructuring – just some five years into the still-creating, still-shaping of the 2000 mission-driven structure – was, and is, all about money, the use and control of the church’s assets. (At the same time, the push for another restructuring was, and is, costing the church a lot of money!)

  There was the mentality and inference that much of the church funds were concentrated in two or three of the “covenanted ministries” and not available “equally” to all four. Yet the 2000 restructure did move funds and assets (from UCBHM and UCBWM principally) to the four covenanted ministries. The basis of distribution was the operating principle of “dollars following mandates,” painstakingly naming the programmatic mandates and then moving budgets and supporting assets to the Covenanted Ministry where the mandates went or were lodged. When the 1999 General Synod approved a mission-driven, mission-oriented structure, the “big boards” voluntarily transferred appropriate funds to the Covenanted Ministries to support their respective mission, ministries and operations. Those with more programmatic mandates necessarily received more of their funds. “Dollars following mandates.”*

  On an important principle, centralization of power in the national setting on one governing board is contrary to UCC polity and is simply dangerous. What started as a desire for “streamlining” the 2000 structure evolved into another restructuring initiative. Acceptable if not desirable incremental changes turned into a systemic change strategy. Not only is it not mission-driven, as currently envisioned, the proposed governance restructure will diminish significantly the mission foci which were the intent and genius of the 2000 restructure: the focus of supporting local churches, the focus of strengthening justice witness, the focus of affirming “wider church” or missionary enterprise and partnerships – mission foci or goals embedded in a covenanted ministry or corporate body to implement. It’s already happening. The centralization of power and decision-making on a single governance board – the UC Board of Directors (a disguise of the old Executive Council) – will mean the loss of authority and independent initiative of the program bodies (LCM, Justice Witness, Wider Church); that is, their respective boards and program staffs will be controlled by a “higher” board. As envisioned, the Covenanted Ministries (especially LCM, JWM, and WCM) will - in effect if not in fact - become subsidiary corporations, no longer autonomous and independent, but subject to the actions of the “parent” corporation: the UC Board of Directors which can (and will) then control them, override their actions, or even dissolve any of them. 

  I understand that one Conference Minister argued that the 2000 structure is “chaotic.” That same Conference Minister’s own Conference, as I recall, received significant grants and support from LCM precisely because LCM’s staff and its board acted decisively and was not subject to a “higher” board’s - or another layer of - decision. That would have been chaotic. Another Conference Minister has described the 2000 mission-driven structure as “balkanized” (unfortunately suggesting, in the current usage of the term, “mutually hostile units”). Interestingly, the term is more descriptive of the 38 fragmented and zealously independent Conferences than it is of the Covenanted Ministries. One might ask: can the church really afford to support that many “balkanized” (in the sense of mutually exclusive) Conferences? And are there Conferences, including that Conference Minister’s own, ready to give up its autonomy, merge, surrender or share its assets? 

  As an aside, I am puzzled by the inability of the Covenanted Ministries’ boards of directors to act in accordance with their moral and legal duty to look after the well-being and mission of their respective entity, i.e., to define, protect, and advance the mission of the organization, to safeguard the assets for current and future ministries, and to give direction to its executive, to name a few of its duties. Each entity board, while acting covenantally with others for the good of the whole church, is supposed to act independently and with integrity. Perhaps a lesson can be learned from the recent collapse of major US financial and business institutions which could partly be blamed on boards that did not exercise diligently its fiduciary responsibility, the Enron effect. 

  Locating the governance authority in one single board – the UC Board of Directors – is not only contrary to UCC polity (autonomy of church entities from local churches to associations to conferences to covenanted ministries to General Synod bound in a covenant of common mission); it’s just not the UCC we know it to be. The cherished UCC tradition of multiple layers of autonomy - a hedge against a top down, authoritarian style of religious leadership - will mean that General Synod will have control of all “covenanted ministries” through its Executive Council (renamed the UC Board of Directors), whereas, per the 2000 restructure, they are autonomous yet bound by a covenant of mission to serve the whole church. 

  As for the so-called Collegium of Officers, in the proposed governance restructure, it will be a “collegium” in name only, no longer “separate but equal” officers working collegially and consultatively, cooperatively and collaboratively as intended in the 2000 structure.

  I believe that there is wisdom in listening to the ardent voices of the Joshua generation, to the authentic concerns of the historically marginalized groups, as there should be prudence in honoring and respecting the earnest counsel of other church leaders, indeed the leaders in the pews and pulpits of our churches whose sole agenda is the good and vitality of the United Church of Christ. (jm:1/28/09; 2/2/09)

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*In addition to the fund transfers from the boards’ assets, national OCWM share previously split among the different offices or entities (CCW, OCIS, SC, OCLL, BHM, BWM, EC) also moved to the Covenanted Ministry where their program mandates went in the 2000 structure. (A different split formula then went into effect to support of the 2000 structure or the Covenanted Ministries, including the Pension Boards.)

A Moment of Reflection

The following is a copy of an email (pasted below) that was sent out from the Joshua Generation Leadership Team on Friday, October 3rd, 2008.  The three documents referenced in the e-mail, are available for viewing in the following three posts.

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October 3, 2008

To the United Church of Christ family, 
 
It has been brought to our attention that statements addressing the Joshua Generation Leadership Team's Call to Action Regarding Concerns about the UCC Governance Proposal, written by Rev. Tim Downs and Rev. Davida Crabtree, have been recently circulated in mass throughout the networks of the church. Rev. Downs emailed the Joshua Generation Leadership Team on September 27th, sharing with us his views about the points we raised in our Call to Action. The JGLT emailed him back on the 29th, acknowledging that we had received his email, and that we were grateful he had shared his opinions with us. With regard to Rev. Crabtree's statement, we still have not received anything from her directly, and in fact, we had not yet seen the document until it was officially sent to the Executive Council this past Tuesday, October 30th. At this time, we would like to thank both Tim and Davida for taking the time to read the points raised in the Call to Action, and for offering their opinions on our concerns.
 
In addition to acknowledging Tim and Davida's individual opinions, we would also like to take a moment to note our concerns with the action that is being taken, in response to the Call To Action. We find it interesting that rather than directly addressing the concerns raised by the Call to Action, and the many people who have signed it, the national church has instead decided to invest their time in pursuing a public relations campaign, in an attempt to calm the swell of voices that are emerging. For example, today many of you have received an email from Rev. John Thomas (the email titled "Boards to consider modified governance proposal" was the first mass email sent to this denomination about the restructure from Rev. Thomas). Also, those of you who are on the social networking website, Facebook, have received a message by Rev. Ben Guess, who wrote, "While this may be a yucky, boring conversation to some, it's still one that's important to the future of the denomination, and we want people to have access to good and accurate information. Thus, UCC Facebookers are now in the know!"  
 
Although we acknowledge with great care that it is wonderful that National is presenting the proposal to the masses, we are wondering, why did it take so long? Is this a last minute, rushed effort to solicit for support, rather than taking the time and care to address the concerns that have been raised in the Call to Action? The people are speaking and it is imperative that these voices not be ignored.  
 
Lastly, today the Joshua Generation Leadership Team received the attached document from Rev. Thomas Dipko, in response to Davida's and Tim's documents. We hope that you will take the time to read the attachment, so that all opinions can be received before we rush to make the decisions that are upon us. We would also like to thank Rev. Dipko for taking the time to share his thoughts with us.  
 
  We pray from the depths of our hearts, that God be with us, especially during this difficult time in our denomination.  
 
Lovingly,
The Joshua Generation Leadership Team

Comments from Tom Dipko

October 3, 2008

Dear Davida and Tim,

Your thoughtful letters, concerning the proposal to restructure the national setting of the United Church of Christ, are circulating widely. I have read them with great care as a former Conference Minister, retired executive of the United Church Board for Homeland Ministries, and as the representative of the four historic Recognized Instrumentalities on the previous General Synod Committee on Structure.

I appeal to you to continue this urgent discussion without caricaturing the past, without judgments that demean the service record of faithful servants of the church in earlier generations, some of whom are now in the cloud of witnesses, and with hearts open to the critique of a younger generation that deserves more than paternalistic or maternalistic admonition and scolding.

Respect for our diverse history requires integrity about the birth and continuity of mission movements that preceded the creation of national bodies by the General Synod and its predecessors. These mission movements were not creatures of General Synods or General Councils. They were, and remain in the current structure, not “federated” but Covenanted Ministries integral to our faithfulness. In some instances, they arose precisely because the ecclesiastical church chose not to address pressing issues of evangelism and justice, including racial justice through the abolition of slavery.

In the reforming work of the previous Committee on Structure, efforts were made to create a single centralized governing body more modest than the United Church Board that is now envisioned. That plan brought discomfort to many on the directorates of even the Established Instrumentalities. It was rejected firmly and clearly by the two Recognized Instrumentalities that eventually approved, as did the General Synod, the current structure. This is recent and documented history that deserves your understanding and respect. It is congruent with the historic covenantal ecclesiology of our church and our understanding of mission as God’s mission (Missio Dei). 

Arguments from “efficiency and effectiveness” do not exhaust the historic governance commitments of our tradition. Democracy can be cumbersome. Our federal government, even with its balance of powers in three distinct branches, one of which is bicameral, consumes enormous energy, resources and time. But few among us would be willing to risk a unitary national government lodged in one house and accountable to the governed only in election years.

Our youth have not detailed the fear they sense in a single United Church Board of so small a size, embracing all our historic mission movements and corporations. I urge you to hear their fear and the wisdom it conveys. Why should our church, which contributed directly to the shaping of our civil federal government, abandon any differentiation of powers in the national setting of its own life? Other denominations, even ones with dispersed powers in their national structures, provide for a judicial council of some sort to adjudicate internal disputes.  

Your language of “balkanization,” “fiefdoms” with “moats around them,” and other charged metaphors are not exactly felicitous, unbiased oratory. They offend. They also compromise a fuller discussion, on equal footing, with all who love the United Church of Christ and are open to its ongoing reformation. 

With affection, respect, and hope, 

The Rev. Thomas E. Dipko, Ph.D.

Comments/Response from Timothy Downs

September 27, 2008

I read the "Call to Action for the UCC Proposed Restructure" petition with interest. I believe that those who drafted it have been listened to, understood, and there is genuine disagreement on the part of many with their understanding of the facts, and their conclusions. This is different than not having voice. The voices have been heard clearly. Some disagree.

The conversation they have raised is not new to the UCC or its predecessor denominations. I believe that at its heart is the dynamic between autonomy and covenant. How do we preserve enough freedom to permit all voices to be heard, and maintain enough order so that neither majorities or minorities can exercise tyranny, and governance can proceed toward a greater good? Let me respond to the five points in the petition:

1. "The process has been unjust"

• The process has been in fact very just, and has sought to include voices from national settings, conferences, local churches, and Historically Underrepresented Groups (HUGS) The Executive Council designated funds for a gathering of representatives of the HUGS to discuss this. Concerns have been heard.

• There have been numerous people consulted in this process, not "one consultant". I have myself sat in meetings with attorneys, and advocates of differing perspectives. This has been well considered by thoughtful professional people

• I have also sat in meetings where respected elders and leaders have spoken. That is a public claim because it is a true claim.

2. "We have been a church that has historically chosen not to place power in any one place"

• That continues to be true in the recommendations of the Governance Follow-up Team. As Davida Crabtree noted in her responses, we have natural checks and balances throughout our structure… in the General Synod, in the representation from conferences on GS, and in other national settings. Further in the nominating processes through which people are elected to General Synod and the Boards of the Covenanted Ministries, there are assurances of representation of diverse constituencies. The HUGS are not the only source of diverse representation

3. "We have always been a church (which) has fought and continues to fight against elitism".

• The recommendations that are before us from the GFT assure that there will be a wide range of diversity of interests in the structure of the UCC moving forward. This openness and democratic spirit is evident not just in numbers, but in the nominating processes.

• As noted above elitism, or tyranny, in a system can be exercised from many quarters. One interesting form of tyranny is when the system is so chaotic that a democratic minority with a vigorous voice can keep the will of a majority from being exercised. We see this in our congregations often. A handful of people tie them up in knots.

• One of the ways in which we work to oppose elitism is to assure that our local congregations are well represented on General Synod. This happens through the representation from the Conferences who represent the local churches "the basic unit of the life and organization of the United Church of Christ".

4. "This has not been a mission-drive restructure; it has been a financially-driven restructure"

• Jon Stewart would ask us to show a little "truthiness" here. From the inception this conversation has been driven by trying to develop a structure as Davida noted in her statement that draws us into more effective mission. What we have currently is a balkanized structure which been a stumbling block to effective mission and witness, with different entities pulling in different directions. This structure was based on a 19th century structure for mission rather than effective and faithful witness in the 21st. for those of us who speak about the "flattening of the world", this structure will allow us that capacity to move resolutely together in mission, while attentive to the many voices that shape it.

5. "it is as if we are erasing the rich history of our church and are starting from scratch."

• The rich history of our church is one well captured in the phrase from our Reformed tradition; "always reformed always reforming", that is rooted in our past and pressing toward our future. We are always reaching to live out the line from the old hymn "new occasions teach new duties, time make ancient good uncouth". I believe that we honor our history by naming covenant as being at the heart of being the "body of Christ", and by seeking new ways to live out of that covenant.

Timothy Downs

Conference Minister

Southeast Conference, United Church of Christ

www.secucc.org

Comments from Davida Foy Crabtree

Date written unknown

Comments from Davida Foy Crabtree

I saw this petition online earlier today, and was astonished at its assertions. I do not think it is accurate overall, and think the portrayal of the rationale for the new concept is way off base. It almost seems as though those who prepared it have not read the proposal nor listened to the presentations.

The design is prompted largely by missional issues: the challenge with separately incorporated boards (used to be 2 out of 9 or so; now is every board!) is that there is virtually no way to achieve strategic priorities in concert. Each one is so focused on its own narrow and historic mandates (many of which are still apt for our time; some may not be) that cooperation is rarely achieved in a time frame that enables rapid response to changing and challenging situations, particularly justice and missional issues that cut across mandates.

The concept of a unified board with the ability to harness the varied mandates and mission commitments of the several incorporated entities is not uncommon in our life. Here in Connecticut, our Board serves simultaneously as three boards: the Conference, the Missionary Society of CT, and the Trustees of the Fund for Ministers. Each is honored in its mission, and all are engaged to serve the good of the whole in a united and strategic way. This structure has been in place for decades and has served us well, allowing us to create innovative staffing and program that interplays the missions of each entity.

There is no question that financial issues now loom large for all of us. That was not the original premise for this design, but in this moment in time, we'd be crazy as a denomination not to be looking for every possible way to coordinate, eliminate duplication, and ensure that we are using all our resources in the most faithful and effective way possible. To be able to reduce administrative costs for the sake of the wider mission seems to me a high benefit!

I know that there are individuals and communities who worry that they will not be represented on such a board. I cannot imagine how anyone can say the concerns raised by the HUGS have been ignored. Serious dialogue has occurred at every point along the way; each of the groups has been represented on the various governance teams. That the teams have listened deeply and made changes to the plan several times has not been enough for a few people and they have cried foul because the teams didn't automatically adopt their every desire. It is certainly true that not everyone can be present and this will result in a reduction of numbers of persons participating. However, the new design specifies that this new United Church Board will include a much higher percentage of persons from the historically underrepresented groups than formerly. And they will be engaged in strategic decision-making of significant consequence for the whole church.

The petition says that staff will vote at the board meetings. It is my understanding that only the executives of the four covenanted ministries, officers of the Church, will have votes. Their leadership is expected and for them to have voice and vote only makes sense. That hardly makes the design "staff-driven". If anything will make the design staff-driven, it is the size of the board, but that is just as true now. I don't buy this business about elitism either: do we want a board that can make faithful and effective decisions, or do we want a lumbering lummox of a system that cannot? Board meetings will be as effective as the leaders are; and as long or short as that effectiveness.

The issue of there being no checks and balances is a red herring. What is General Synod, to which each covenanted ministry and the new Board will continue to be accountable? In the restructuring of 2000, however, the members of the covenanted ministries boards were made voting delegates to General Synod. Now there is a check and balance issue -- having those who are accountable to the Synod making its decisions!

As one who has lived the recent history of the UCC for the past 37 years, I take issue with the assertion that this proposed new plan forgets our history. On the contrary, I believe it is the maturing spiritually and organizationally of a denomination that will see amazingly faithful witness into the future -- IF we will stop bumbling along as though our context and the world's need has not changed in that time. As the Body of Christ, we are forever changing in light of the world's need. The world has a great need of our witness, but it is impeded by our failure to create a unified and winsome way of being the Church. Evolution is the nature of the Church, and has been since its very beginning. Within the UCC, we have constantly worked and reworked our

systems and structures, going all the way back to the beginning. We keep tweaking; that's our nature as a non-hierarchical church. There are people who really want us to lock in these fiefdoms and put moats around them, or at least it seems that way. As one who spoke strongly against the separate incorporation of each entity a decade ago, I welcome this particular tweaking as a way to overcome the excesses of entrenched power that resulted.

The work of the various govenance task forces has not had all the outcomes I've wanted. But I am convinced that this is a step we must take because of our UCC vision of a transformed world. Without this step, we risk losing our shared prophetic voice; indeed, we lose the ability to speak of ourselves as a Church and succumb to the siren song of a loose coalition of separately incorporated, redundant and wasteful mission agencies -- which is what we will be without this new governance model. That model is not rooted in the Body of Christ but in the ways of the world that value competition over cooperation.

So that's my take on it. Not one some people want to hear, but a take that is just as committed to justice work, to empowerment and to engagement in the mission as theirs. I'd appreciate your sharing this with those you sent the petition to.

Rev. Dr. Davida Foy

Crabtree Conference Minister Connecticut Conference

The Last Proposal as of September 2008

Date: September 2008 
To: The Executive Council; The Boards of Directors of the Covenanted Ministries: Justice& Witness Ministries (JWM), Local Church Ministries (LCM), Office of General Ministries (OGM), and, Wider Church Ministries (WCM); and, The Council of Conference Ministers (CCM) of the United Church of Christ 

From: The Governance Follow-Up Team II (GFT II) 

Re: Recommendations to be considered during the Fall 2008 Board and Executive Council meetings 

Blessings, grace and peace to you from our God the Creator, the Holy Spirit our Counselor, and Jesus Christ our teacher, healer, and head of the Church. 

This document represents the most current version of a proposed model for a single board structure for the governance of the national setting of the United Church of Christ (UCC). This single board structure proposes that together, all of the members of the United Church Board will govern the ongoing corporations which are currently known as Justice and Witness Ministries, Local Church Ministries, and Wider Church Ministries. 

We commend to readers the preamble that follows this letter for the rationale and vision that has grounded our work, including historical, theological, and ecclesiological reflection. While this proposal represents an innovation in how the national setting of the church is governed, consultation with respected history, theology and polity teachers of the church, and with many others with significant national leadership experience, confirms our belief that what is being proposed is consistent with our covenantal commitments expressed in Article III of the Constitution. 

The effectiveness of the board structure to support the expression of our theological heritage in new, collaborative, and imaginative ways for the twenty first century is strengthened by this proposal. It also envisions opportunities for expanded influence and engagement in the mission and program life of the UCC at conference and local church settings, as well as General Synod, in covenant with one another and the national setting. 

Our work as the Governance Follow-Up Team (GFT II) formally started by the action of the Executive Council in April, 2008 in which the team was asked to respond to the emerging consensus for single governance with attention to: 
1. “the concerns raised in the document entitled ‘the Urgent Call’ . . . 
2. consider concerns raised about the size of the proposed United Church Board, 
3. explore the role, function and authority of the Executive Committee . . . 
4. take seriously the additional questions and concerns that have been raised by the Covenanted Ministry Boards 
5. and . . . bring, if possible, a new proposal to the meetings of the Boards and the Executive Council in the fall of 2008.”

We believe good and effective governance will support this healing work and the ministries which seek God’s reign and flourishing well being in the world and throughout creation. 

Stewardship in the ministries of Christ is enormously important. The costs for the work of the Governance Follow-Up Team (I and II) through the present date, along with transition work and legal fees, is estimated to total approximately $325,000 of which approximately $219,000 has already been expended. The savings anticipated for the single board are $250,000 each year, and we propose these savings contribute to additional opportunities to expand engagement across settings in the first two years of the new structure. These opportunities are envisioned in the final appendix of this proposal. 

This proposal builds upon earlier work including the report presented by the 2000 Restructure Evaluation Oversight Committee of the Executive Council. A number of valued resources along with intensive deliberation, prayer, and courageous expression of difference and solidarity have contributed to our collective work. These include the minority reports contained within the proposal document with concerns about appropriate checks and balances and the presence of two instead of three person from established racial ethnic groups (United Black Christians [UBC]; Ministers for Racial, Social, and Economic Justice [MRSEJ]; Pacific Islander and Asian American Ministries [PAAM]; Council for American Indian Ministry [CAIM]; and Council for Hispanic Ministries [CHM]). 

The GFT II in its majority reflection responded to these concerns in the proposal that follows by making a provision for three at-large representatives that may be added to the United Church Board to represent the fullness of diversity of the church, and an affirmation of the persons of color who bring leadership to the United Church of Christ from conference settings as well as groups. We understand that the direct accountability of the United Church Board to General Synod adds a significant check and balance to the system. 

Regarding our faithfulness to multi-cultural and multiracial representation, the GFT affirmed a commitment to the original proposal that calls for those 68 persons elected through the General Synod nominating process that 50% shall be people of color, 50% shall be women, and 20% shall be under the age of 30. The proposal affirms that each of the five racial ethnic ministries as named above shall nominate two persons as their representatives; which will leave 25 additional positions to be filled by persons of color from conferences and other groups. 

Hearing the concerns of all groups and upon careful discussion, including our own Sacred Conversations on race and the many forms of oppression toward which the Church works to redeem and heal in God’s reign, the Collegium and the leaders of Executive Council and COREM all agree that healing and reconciliation work must continue and commit to that ongoing work. The GFT II recommends that the Executive Council create a plan and process for this important work.  

The GFT II acknowledges the extraordinary commitment and ministry of the Historically Underrepresented Groups (HUGS) organizations. The GFT II had considerable discussion regarding the leadership of those who are part of the underrepresented constituencies in the local and conference settings of the church, who may not be affiliated with the official HUGS organizations. Therefore, HUGS and Conferences are encouraged to continue to lift up the gifts of those from historically underrepresented groups by supporting their participation in local, association, conference and national boards and other ministries. These voices in the United Church Board are particularly crucial to the future of the church. 

In addition to the minority reports contained within the body of the proposal, the resources to which the Governance Follow-Up Team turned to discern and make recommendations that follow include, but are not limited to: 

• The July 28, 2008 letter from the Council of Conference Ministers signed by twenty- seven conference ministers, that urged deep attention to principles of good governance and areas needing clarification, specifically covenantal trust, perceived concern about possible consolidation of power, the possibility of a diminished role of the Historically Underrepresented Groups (HUGS, and conference representation. 

• The June 23, 2008 “Result of the HUGS Meeting” majority memo requesting attention to healing and reconciliation work around racism and institutional racism. 

• The Minority HUGS Report of June 16-18, 2008 by Rev. Bob Molsberry 

• Review and discussion of the HUGS 32 Concerns by the GFT II at its July 30-August 1 meeting and “A Sacred Conversation on Covenants and Structure” (with literature review and study) by the GFT II and its HUGS representatives at its meeting of September 5-7, 2008. 

• Review and Discussion of correspondence to the GFT I from Pacific Islander and Asian American constituencies, United Black Christians (UBC), Messrs. Humphries and Manz concerns; and later correspondence to the GFT II from The Council for Youth and Young Adult Ministries (CYYAM), Ministers for Racial MRSEJ and Rev. Steve Camp. 

• Review and Discussion of Letters from ten Conference Boards of Directors, all affirming single governance save one, and many engaging creative reflection on ways to expand opportunities to share program and mission. 

• A core value of the national setting of the denomination to consciously and intentionally include in decision-making bodies persons from historically under-represented groups 

• The desire to clarify, to affirm, and to educate around Governance as distinct from Management functions in organizational life, affirm the leadership of our elected officers, and educate around the important and distinctive roles of board, officers, management and staff in ways that do not polarize as “staff” or “board” driven. 

• The desire to clarify Governance as distinct from Mission, understanding that leading edge, robust good governance functions to provide leadership for policy setting and strategic direction. Good governance listens to and empowers increased engagement in the mission of the church in more expressions than we could name, expressing and living out the direction of the church in a great variety of ways and contexts, regions and communities

• The mission and ministry of the Church, including A Mission Framework for the General Synod Committee on Restructure: Mission as Missio Dei, a report for the Committee on Structure requested by the Executive Council of the UCC in 1992 

• The history of the UCC and its predecessor bodies as expressions of the particular vocation and ethos God has called us to embody in various times and contexts 

• The desire to strengthen relationships and connections between local congregations and national and global settings of the Church 

• The desire to strengthen communication and accountability between the General Synod and other institutional structures/entities in the denomination 

• Financial Health and Implementation Report, 2003 

• Final Report of the Restructure Evaluation Oversight Committee to the Executive Council of the UCC, 2004 

• The Campbell & Company Development Assessment report for the Executive Council of the UCC, October 2006, that addresses issues related to unified planning, programming and fundraising 

• Reports of the Collegium of Officers to the Executive Council 

• Actions taken and concerns identified by the Executive Council and the boards of directors of Justice and Witness Ministries (JWM), Local Church Ministries (LCM), the Office of General Ministries (OGM), and Wider Church Ministries (WCM) 

• Concerns identified from conversations with the Historically Underrepresented Groups (HUGS) 

􀂾Note: As affirmed in various actions of General Synods, the United Church of Christ seeks to be a “united and uniting church,” “a multi-racial, multi-cultural church,” “an open and affirming church,” “a church witnessing to peace with justice,” and “a church accessible to all.” Seeking this new reality, General Synod acknowledges a variety of “Historically Underrepresented Groups,” currently including United Black Christians (UBC), Ministers for Racial, Social and Economic Justice (MRSEJ), the Council for Hispanic Ministries (CHM), Pacific Islander and Asian American Ministries, (PAAM) the Council for American Indian Ministry (CAIM), the Council for Racial and Ethnic Ministries (COREM), the Council for Youth and Young Adult Ministries (CYYAM), the UCC Disabilities Ministries (UCCDM), and the United Church of Christ Coalition for Lesbian, Gay, Bisexual and Transgender Concerns (Coalition). 

• An appendix to this document provides an overview of the good governance principles, relational and role-based, that guide this proposal; and expanded opportunities for engagement and authorization in the mission and ministry of the United Church of Christ. 

As a Team we would like to thank all of you, the members of the Boards of Directors of the Covenanted Ministries, Executive Council, Conferences, Historically Underrepresented Groups (HUGS) and many others who shared their concerns and ideas to guide the revisions and the creation of this current version of the proposed model for restructure of the national setting of the UCC. Our Team listened to, valued, reflected on, took seriously and addressed concerns and ideas brought forward. It was our deepest intention to respect, acknowledge and incorporate into this revision the concerns that were of importance to our rich and acknowledge and incorporate into this revision the concerns that were of importance to our rich and diverse UCC community. We believe that the Holy Spirit has honored our prayers by accompanying and utilizing us as catalysts of God's ongoing work among us. We believe in the integrity and strength of this proposal, and commend it to you for your prayerful and thoughtful reading. So many of the questions that have been identified have responses in these pages we give this document to you for study with the guiding wisdom of the Holy Spirit. 

Enclosed you will find the following sections to this report: 
Page # 
1)Preamble 6-11 
2) History of the Governance Follow-Up Team 11-14 
3) National Setting UCC Restructure Proposed Model: Narrative 15-29 
4) Minority Reports 29-30 
5)Timeline 31-33 
6) Actions Requested 34 
7) Appendices: 

Opportunities for Expanded Participation 35-36 

Good Governance 
8) Proposed Model: Diagram separate PDF file 
9) Proposed Model: Organizational Chart separate PDF file 

We trust that God will continue to bless us in the United Church of Christ and in this extraordinary process of helping us to learn, grow and change that we might be faithful stewards of God's call upon our common lives. It is indeed a transformative time of church and society that finds the work of justice, the work of local church, and compassion and justice for the whole world coming together in ways that increasingly intersect and impact one another in ways that the young and young at heart together wish to steward with intercultural care in Christ’s inspiring imagination, and so we turn to principles good governance and expansive authorization of vision and mission to support Christ’s church. 

With Grace and Peace , 
The Governance Follow-Up Team II

Jim Antal, Council of Conference Ministers* 
Phyllis Baum, OGM 
Deborah Blood, WCM 227 
Carol Brown, UBC 228 
Elizabeth Clement, OGM 
Barbara Kershner Daniel, Pension Boards 
Sylvia Ferrell-Jones, UCF 
Yvette Flunder, JWM 
Ronald Fujiyoshi, PAAM 
Jean Golden, LCM 
Edith Guffey, Collegium 
Brian Holeman, Executive Council 
Linda Jaramillo, Collegium 
William Land, MRSEJ 
Martha Mendoza, JWM* 
Bob Molsberry, UCC Disabilities Ministries 
Kevin Peterson, CYYAM 
Rich Pleva, Council of Conference Ministers 
Phil Porter, Coalition for LGBT Concerns 
Cally Rogers-Witte, Collegium 
Curtis Rueter, WCM 
Steve Sterner, Collegium 
John Thomas, Collegium 
Esther Rendon Thompson, CHM 
Libby Tigner, Executive Council 
Hattie Walker, CAIM 
Carol Williams, LCM

*Unable to participate in both meetings 
Resource Persons: Don Clark, Nationwide Special Counsel; Ann Kiernozek and Kathy Houston, Treasurers; Harold Massey, Organizational Consultant; Kimberly Whitney, Assistant to the Collegium

At the request of the Executive Council, the reconstituted Governance Follow-up Team, or GFT II, prepared the following proposed governance plan for a common board, a single United Church Board (working title) accountable to the General Synod. Within the United Church Board (UCB) will be Ministry Teams for Justice and Witness, Local Church, and Wider Church. Decisions will be made by the full board, commonly. 

This proposal took into consideration the concerns voiced in April 2008, as well as the input of conference ministers, ten conference boards of directors, wide consultation with respected leaders of the United Church of Christ including the minority reports of the Historically Under-Represented Groups (HUGS). Special thanks are expressed to the Executive Council for funding the HUGS meeting in Minneapolis, Minnesota that resulted in the presence of additional GFT members chosen by the HUGS. The feedback provided was vital to the process and led to the proposed Bylaw provision allowing the proposed United Church Board (UCB) to add up to three (3) additional board members for each biennium in the event that the UCB is not sufficiently representative of the full diversity of the church; a provision for up to three (3) at-large Executive Committee members to ensure appropriate levels of diversity and expertise, as well as the stipulation that at least one member of the Executive Committee shall be a young adult at the time of election. Other revisions, including strengthening the fiduciary safeguards around draw rates and historic legacies, have been made and are displayed in a “red letter” edition so that the response to concerns is clear and faithful. 
The process for crafting this proposal began with considering the areas of consensus reached at the Joint Boards in April, 2008, and then worked toward addressing the concerns raised. 

The principal areas of concern included (with reference to related sections of the proposal): 
•The number of board members of the proposed UCB (see rationale and basic premise, pages 15-17) 
•The number and assurance of diversity of members of the Executive Committee of the proposed UCB (pages 21-22) 
•The role of the General Minister and President (pages 26-27) 
•The future roles and working relationships of the present Executive Ministers (page 27)
•The cost of the plan and projected cost savings (see accompanying cover letter) 
•Diversity and representation in Board membership (see also the Executive Committee section, pages 21- 22; and the discussion of additional General Synod delegates on page 16)
•Continuing and expanding dialogue on institutional and personal healing from wounds of institutional racism and experiences of marginalization, exclusion, or silencing (see accompanying letter regarding the Sacred Conversations of the GFT II and request for additional processes that extend beyond the charge of GFT II, and are urged by the GFT II) 
•Relationship between the WCM and the Christian Church (Disciples of Christ) with regard to Global Ministry (see Additional Items of Intent, page 28)
•Faithfulness to historic mandates related to legacies and the intent of donors (see pages 23-24, and Additional Items of Intent, page 28)
•General Synod Representation and Diversity (see pages 16-17) 
•Expanded Entry Points for larger involvement and authorization to influence the missional life of the UCC (see pages 35-36) 
•Checks and Balances/Points of Accountability (see page 27) 
•Timeline, Transition, and Recommended Actions (pages 31-33) 
•The resulting proposal is the convergence of many models and recommends a method for us to work together as one common board to share common vision, common resources, common challenges, and a common faith-filled future with principles of good governance (Strategic Vision and Guidance, Monitoring and Oversight, Resource Development and Acquisition; see also Appendix page 36): 
Our decisions were reached by consensus and mutual covenant even in the absence of unanimity. We listened deeply and communicated with respectful dialogue, to make the best recommendations possible for the governance work of the national setting of our church, to best support collaborative work across settings and with constituency groups and ministry opportunities yet to be realized in the imagination of our still speaking God. 

The national setting of the United Church of Christ, in continuity with its many honored historical predecessor instrumentalities, agencies, and societies, carries out four essential functions for, with, and on behalf of our Local Churches, Conferences, and Associations. 

1. The national setting is a sign of unity, convening biennially as the General Synod, and proclaiming a unifying vision for the whole United Church of Christ -- a vision informed by our Statement of Faith, the Preamble to the Constitution, and the ever present voice of the Stillspeaking God. This vision is summarized in God’s call to the United Church of Christ to be a “united and uniting church,” “a multi-racial, multi-cultural church,” “an open and affirming church,” “a church witnessing to peace with justice,” and “a church accessible to all.”

2. The national setting nurtures relationships within and beyond the United Church of Christ, including relationships among United Church of Christ ministries and institutions in all settings, and with ecumenical, interfaith, and global partners. 

3. The national setting equips and strengthens vital and faithful ministries of Local Churches, leaders, and other settings of the church. 

4. The national setting, in partnership with all other settings, demonstrates God’s 
transforming love and justice around the world through social justice advocacy and public witness, and by sharing life and resources through critical presence with God’s people and creation at the point of deepest need. 

These four roles have been shaped by a rich historical legacy reaching back far beyond the fifty years of the United Church of Christ and have been embodied in varied ways in structures that have sought to be the faithful stewards of that legacy. Our Reformation heritage reminds us that we are “reformed, yet ever reforming.” As a result, our past shapes and educates us, but does not finalize who and what we are becoming to a Still-Speaking God. 

The current national structures of the United Church of Christ have evolved over many years. The earliest ecclesiastical structures, founded long before there were anything like today’s denominations, were founded in the 17th century to provide oversight to the ordained ministry, give doctrinal order to the church, and offer some means for congregations to relate to each other. By the early 19th century these ecclesiastical bodies were joined by mission societies, organized apart from the ecclesial structures by individuals in response to particular passions, callings, or needs. The American Board of Commissioners for Foreign Mission, the American Home Mission Society, and the American Missionary Association are prominent examples. Some of these societies began as ecumenical ventures and were not under the control of any ecclesiastical bodies. Indeed, in many cases ecclesiastical control was resisted in order to allow the mission societies more freedom to pursue their particular vision. Over time, as each of our predecessor denominations evolved, the patterns of relationship between the ecclesial structures and the mission societies also evolved -- a process of development and change that continues to this day. Slowly, the separation between the mission societies and ecclesial structures (like the General Synod or the General Council) began to diminish. 
When the United Church of Christ was established, a General Synod was created which “recognized” some of the former mission societies, allowing them to retain considerable independence, and “established” other instruments of mission more directly accountable to the Synod. These “recognized and established instrumentalities” carried out mission in response to their historical mandates or to contemporary mandates given by the General Synod, and were supported by a combination of historical endowments, annual apportionments from Our Church’s Wider Mission, and individual gifts. They were governed by boards of directors, each having differing relationships to the General Synod and the Executive Council ranging from direct to very limited accountability. 

The restructure of 2000 represented a further evolution of the relationship of the ecclesiastical bodies and the mission societies, creating four autonomous “Covenanted Ministries” related to the General Synod, the Executive Council, and each other, but retaining legal autonomy as separately incorporated bodies. The Pension Boards and the United Church Foundation retained a special relationship to the General Synod. Other bodies created over the years to serve particular ecclesial or missional needs each have their own distinctive relationship to the General Synod or other ecclesial bodies. These include the Council for Health and Human Service Ministries, the Cornerstone Fund, the United Church of Christ Insurance Board, etc. 

The background theological documents for the 2000 restructure, including the Missio Dei paper, were already calling into question the continued separation of church and mission structures, arguing that mission belongs to God, not to mission societies or ecclesial structures in isolation, and that the whole church is called to participate together in God’s mission. The 2000 restructure consolidated some of the national instrumentalities into four Covenanted Ministries. It also attempted to honor both the conviction that mission belongs to God and is the calling of the whole church, while retaining some separation between the church (the General Synod and its Executive Council) and the current expressions or instruments of the original mission societies now known as our Covenanted, Associated, and Affiliated Ministries. By seeking to integrate our national structures while maintaining the historical separation in some form, we were left with a kind of “hybrid” represented by autonomous covenanted ministries with all the ambiguity about relationship and accountability such a phrase suggests. The current proposal is, in large part, an effort to address the inherent governance challenges such a hybrid presents, as well as the stewardship of resources required to sustain a large and complex governance structure at a time when relatively scarce dollars need to be supporting mission. Additionally the current proposal will facilitate the work of the national setting in supporting and strengthening the whole of mission and ministry in the local church. More foundationally, it poses the question of whether it is time, theologically and historically, to fully integrate the ecclesial and missional structures under one United Church Board accountable to the General Synod. 

Autonomy and covenant are cherished principles in the United Church of Christ. In the context of covenant, autonomy is not “freedom from” but rather “freedom for.” In the United Church of Christ Constitution and Bylaws the principle of autonomy is most clearly and fully articulated in relation to Local Churches, though each of the “settings” – Local Church, Association, Conference, and National – relate to each other in a manner that is both covenantal and autonomous. At its heart, autonomy is a responsibility rather than a privilege. Affirming that “Jesus Christ is the sole Head of the Church,” the United Church of Christ subordinates every other authority to Christ and grants to no one person or one setting of the church a privileged authority in relation to Christ or a privileged access to Christ. 

Covenant embodies and honors the United Church of Christ’s conviction that all members and all settings of the Church are called by God into a relationship with God, and therefore with one another, which depends upon God’s grace and which confers both identity and purpose upon the covenant partners. All “walk together” in a journey toward faithfulness, often without knowing exactly what the outcome will be. Covenant assumes the autonomy of each partner to commit one’s self to the relationship and the journey. Covenant requires that each be responsible to the others and for the self. It assumes that all partners regard themselves and one another in their wholeness and integrity as bestowed upon them by God.  

Autonomy has been described as “the non-transferable responsibility of the church, in each of its settings, to discern, in consultation with all other settings, God’s will and way for its time and place.” This suggests that we honor autonomy not so much through the protection of corporate and historical prerogatives, but through the most effective exercise of our responsibilities as a setting of the church to discern God’s will and way for our time and place. This governance proposal does recommend a significant change in governance at the national setting. It will honor the intentions of donors across the decades, fulfilling our moral and legal responsibilities as fiduciaries of these historic endowments. It will continue our historic commitment to prophetic justice ministries and education, to being a global mission church and to proclaiming the Good News of Jesus Christ through ministries of evangelism, church development, and communication. It will allow freedom for the United Church Board to change over time in response to new occasions and new duties. It will encourage further programmatic collaboration and creativity unhindered by more static governance arrangements. 

To accomplish this, the negotiated arrangements by which we have previously tried to covenantally relate our current autonomous corporate bodies (the Covenanted Ministries and the Executive Council) in the national setting to one another call for a deeper covenantal relationship. This national governance model will evolve into a single United Church Board accountable to the General Synod. This relationship will, thereby, integrate within and under the General Synod the responsibility for discerning God’s will and way as an autonomous setting of the church in covenantal relationship to Local Churches, Associations, and Conferences and representative of the rich diversity that is our church. In so doing, the historical pattern separating ecclesial and missional structures, maintained, albeit in a significantly altered way by the current Covenanted Ministries and Executive Council, will be largely replaced by a common governance location of discernment and decision-making. We believe this will be more appropriate for current financial realities, more nimble in addressing and claiming ever changing mission opportunities, and more capable of altering its own internal life to deal with rapid change within and beyond the church. The reality that our current autonomous corporate bodies still legally exist but have each agreed to consider restructure as a single common board is a significant and courageous step in our covenantal life together. This step further speaks to the prophetic spirit of our forebears and our willingness to respond to the call to go boldly together into our bright future. 

While this proposal deals exclusively with recommended changes to the governance of the national setting of the church, it is clear that restructure of governance is not an end in itself. Only as the national setting is able to carry out its four essential roles effectively and creatively in relation to Local Churches, Conferences, and Associations will any governance model be deemed faithful. While we believe a change in governance is crucial, we are also clear that it must be accompanied by sustained programmatic efforts to encourage vital, faithful, effective, and prophetic ministries in each setting. Members of our Local Churches may not have deep interest in these governance questions. But they do expect the national setting to be marked by faithfulness, courage, excellence, relevance, and responsiveness. These expectations must be the horizon against which all our governance discussions take place. 

A Brief History of the Governance Follow-Up Team
United Church of Christ

The current structure of the national setting of the United Church of Christ took effect in July 2000, following years of work by structural committees authorized by the Executive Council and the General Synod, a series of votes by those bodies and the governing bodies of the several Instrumentalities of the church, and ratification of constitutional changes by the Conferences of the United Church of Christ. 

A stated expectation within the restructure actions was that the new structure would be evaluated a few years into its life. This was undertaken in 2003 by a Restructure Evaluation Oversight Committee of the Executive Council. Its report, based on wide-ranging interviews and surveys throughout the church, was presented to the Executive Council in October 2004. Among the concerns it identified were the difficulty of engaging in strategic planning across the Covenanted Ministries, the ambiguity about relationships among – and lines of accountability between – the Executive Council and the Covenanted Ministry boards, and the need for clarity and strengthening of the distinctive role of the General Minister and President. 

In April 2006, during a joint meeting of the Covenanted Ministry boards in Hartford, Connecticut, and at the Executive Council meeting immediately thereafter, the Collegium of Officers presented a report calling attention to those same concerns and others. Adding urgency was news in early 2006 of a sharp drop in National Basic Support dollars in 2005, raising questions about the future sustainability of governance, management and program structures in their current size and configuration. The Collegium sought and received authorization from the Executive Council to “proceed in ways consistent with the missional commitment of the restructure process, to develop recommendations for a significant streamlining and/or reshaping of management and governance structures for the national setting in order to enhance capacity for strategic decision making, improve effectiveness, and achieve cost savings. This includes, but may not be limited to: a) The size, number and role of Covenanted Ministry Boards and the Executive Council; b) The size and design of the Collegium of Officers; c) The design of national work and staffing levels; d) The role of the General Minister and President.” 

In October 2006, after weeks of intensive work, the Collegium completed that assignment by presenting a report addressed to the Executive Council and the Covenanted Ministry boards. Among its recommendations was that the United Church of Christ “bring the current responsibilities and authority of the Boards of the four Covenanted Ministries and the Executive Council into a single “Governing Body.” It also recommended a smaller, streamlined management and program structure and the continuance of a collegial model of leadership with a smaller Collegium. The report suggested a timeline anticipating the need in January 2007 for a “meeting of a ‘conference committee’ of Executive Council and Board leadership to reconcile comments, concerns and recommendations” that would likely emerge from their separate fall 2006 meetings. 

The need for such a “conference committee” turned out to be even greater than anticipated in view of the divergent actions taken in October and November 2006 by the Executive Council and the four Covenanted Ministry Boards. The Collegium decided in November 2006 to expand a January 2007 meeting into a larger “Conversation on Structure.” In addition to the Collegium and the chair- and vice-chairpersons of the Covenanted Ministry Boards and of the Executive Council, each of those governing bodies was invited to bring three additional Board members. The Affiliated and Associated Ministries and the Council of Conference Ministers were invited to send representatives as well. A consultant, Dr. Harold Massey, facilitated the meeting, and National Special Counsel Donald Clark was invited to attend as a resource person. 

This “Conversation on Structure” was held on January 5 & 6, 2007, in the Meeting House Room at the Church House in Cleveland. (Its results are summarized on Page 2 of the Collegium’s March 2007 Status Report.) The participants agreed that the work of the meeting should be continued by a smaller group and entrusted its appointment to the Collegium, the chairs of the Boards and of the Executive Council, and a Conference Minister. This was done by conference call on January 8, 2007, with the agreement that the members of the follow-up team would be asked to make themselves available until the completion of the team’s work – possibly as late as 2008 or even 2009. The team would consist of the Collegium, two representatives from each Covenanted Ministry Board, two representatives from the Executive Council, two representatives of the Council of Conference Ministers, one representative each from the Associated and Affiliated Ministries, and such other “additional members” as would be needed to ensure representation of historically underrepresented groups. These “additional members,” though coming from among the membership of the governing bodies, were appointed by the Collegium to serve in an “at large” fashion. Again, Dr. Harold Massey facilitated the meeting and National Special Council Donald Clark was invited to attend as a resource person. 

The resulting group, now known as the Governance Follow-Up Team (GFT), met on February 5 & 6, 2007, in the New York/Philadelphia Room at the Radisson Hotel at Gateway in Cleveland. Results and recommendations of that meeting were delivered to the Executive Council and the Covenanted Ministry boards in a March 2007 Status Report from the Collegium of Officers. 

In March 2007 the Executive Council formally authorized the Governance Follow-Up Team to continue its work. This was affirmed in actions taken by each of the Covenanted Ministry boards in March and April 2007. The Collegium, at its meeting of April 25-26, 2007, identified another “additional” or “at large” member for the purposes of diversity. 

In May 2007 the Governance Follow-Up Team met at the Radisson Hotel at Gateway in Cleveland, including two new members who had been elected by their boards. After examination and analysis of all the concerns expressed by the Executive Council and the Covenanted Ministry boards, various concepts were presented, discussed and analyzed. A total of seven possible re-structure concepts were discussed. The primary focus of the gathering culminated in a digest and summing up of elements that could address the concerns expressed by the Executive Council and the Covenanted Ministry boards. A subcommittee composed of five members (Jim Antal, Peter Barbosa, Diane Christopherson, Paul Lance, and Hattie Walker) was selected and charged to draft one or more governance structural models for the national setting of the United Church of Christ out of the seven possible models presented. The outcome of this drafting was to be brought to the September 2007 meeting of the entire Team for discussion. 

In August 2007 the subcommittee met in Framingham, MA, to develop one or more of the proposed models. The subcommittee’s first joint action was to pray for God's Spirit to infuse, lead and guide their individual and collective intuitive promptings, thoughts, words and decisions in the course of its collaborative, creative work. After considerable deliberation, its second joint action was to decide that they would attempt to spend their limited time together drafting one governance structural model that, as much as possible, addressed the varied interests, concerns and values of people in multiple settings of the denomination, rather than developing several of the previously described models. As a result of this meeting a model was developed and presented to the entire Governance Follow-Up Team via email two weeks prior to the scheduled September 2007 meeting. 

In September 2007 the Governance Follow-Up Team met in Cleveland to discuss, modify and determine if the proposed model answered the concerns expressed by the Executive Council and the four Boards of Directors of the Covenanted Ministries. After much reflection and consideration, the proposed model was modified to accommodate strongly-held concerns. It was decided to share the proposal with the Executive Council and the Boards of Directors of the Covenanted Ministries during their respective fall 2007 meetings to explore if further conversation and action were desired. 

In November 2007, following the discussions that took place during the fall meetings of the Executive Council and four Boards of Directors of the Covenanted Ministries, the Governance Follow-Up Team met by conference call to discuss all the concerns raised during these meetings. After a lengthy discussion about addressing the concerns regarding the perception of a diminished role of people of color, it was decided that the proposal would be “tested broadly” with the many and varied constituencies of the United Church of Christ. The proposal would also be scrutinized by a panel of polity teachers and would again be reviewed Church attorneys. 

Between November 2007 and January 2008 one Collegium member and one representative from the Governance Follow-Up Team were paired to engage in telephone conference calls with leaders from the Historically Underrepresented Groups (HUGS), among other constituencies of the Church. Each of the HUGS was allowed to select their respective leaders to participate in the conversation. Feedback was collected, including ideas, concerns and/or support statements along with written reports. 

In addition, a group of polity teachers met in August of 2006 and January 2008. Dr. Harold Massey, the GFT facilitator, spoke with a number of elders and long-term pioneers within the UCC to document their personal opinions, ideas and concerns regarding the proposed governance model. 

Between February 1-3, 2008, almost exactly one year to the day after their first formal meeting as the “Governance Follow-Up Team,” the group met again in Cleveland to collectively report, evaluate, reflect upon and address all the various concerns and comments raised by the Executive Council and the Boards of Directors of the Covenanted Ministries during their fall 2007 meetings, as well as all the collected comments from the series of meetings and conversations that took place between November 2007 and January 2008. The Team committed itself to value and respond to all raised concerns; therefore all comments and concerns were discussed As a result, a significant number of modifications and additions were made to the then current draft of the governance model. Written assignments were divided among the entire team and this draft is the outcome of this work. 

In April 2008 the Joint Boards and Executive Council experienced an emerging consensus about the importance of a single board structure for the leadership of the national setting. Questions remained about the size and composition of the proposed new board. Broad testing of the single governance model and conversations continued throughout the spring and summer of 2008 among conference ministers, conference boards, and the HUGS. 

On May 1, 2008 the chair of Executive Council corresponded with leadership of the Boards, Executive Council, and the Council for Conference Ministers, requesting appointments of two members from each by June 1, noting that the United Church Foundation and Pension Boards each had one representative, along with the HUGS. These were likewise requested and meeting dates for the reconstituted GFT were provided. The Historically Underrepresented Groups had requested by action of the Executive Council to name their own representative through internal processes, likely coming from their special meeting in June, 2008. The GFT II began its work after the HUGS special meeting and report. 

The GFT II met twice with significant committee and teleconference work between these meetings of July 30th through August 1, 2008 and Sept 5 through Sept 7, 2008. Some continuity from the original Team, and new members, constituted the team. The GFT II worked with consensus building and openness to share dissenting opinions and find common ground. Love of the church and vision for its future were guiding values, along with diversity and good governance as well as expanded opportunities for participation in General Synod and other expressions of the United Church of Christ in ministry and mission. The proposal which emerged and that follows in this report, builds with enormous respect on the work of each and every member of the GFT in its journey of the past several years, including the prior groundwork that initially led to the creation of the GFT. The leadership of our process facilitator, Dr. Harold Massey, along with the vision of our Collegium of Officers and the time, skills, and wisdom of each member of GFT II, is likewise appreciated. Special thanks are due the Executive Council for providing the opportunity for the HUGS groups to meet to inform the process, and the guidance provided to the reconstituted GFT for its work creating this proposal which follows: 

Governance Follow-Up Team
Proposed National Governance Model: Narrative
Basic Premise of the Model

The primary elements that serve as basis for this model are described as follows: 

• A governing body named the United Church Board (working title) will be created. The United Church Board of 85-88 members will serve all of the functions of the current Executive Council and will incorporate all of the functions of the Office of General Ministries. In addition, all of the members of the United Church Board will also govern the corporations which include: 

􀂃 Ministry Team for Local Church 
􀂃 Ministry Team for Justice and Witness 
􀂃 Ministry Team for Wider Church 

Rationale for the Single Board Model 

The primary rationale for the developed model is the necessity for more accountability, cooperation, and communication between Ministry Teams of Local Church, Justice and Witness, and Wider Church - as well as improving the resourcing and financial stewardship of the national setting of the UCC. We believe the proposed model takes into account the expressed concerns by the Boards of the Covenanted Ministries, Executive Council, Conferences, United Church Foundation, Pension Boards, Historically Underrepresented Groups. 

A key consideration in our work was a discussion of good governance and the role of governing boards. High-performing boards are self-aware and committed to continuous improvement, and operate with integrity, transparency, and strong communication both within and without its body. A useful way to think of the board’s governance responsibility is in terms of leadership. The board’s decision making job can only be performed with excellence if the board engages in “generative” governance – using deep inquiry to examine root causes, values, options and new ideas. 
The board operates in partnership with staff leadership, but is mindful that management of the organization is the staff’s role. The responsibilities of a governing board are threefold – 1) providing strategic vision and guidance for the organization; 2) monitoring and oversight; and 3) resource development and acquisition. 

A well developed and well run United Church Board will leave other duties and objectives to its officers and staff, enabling the board to spend its time focused on its key, institutional responsibilities and values that include in ministry and mission a generative support of the richness of leadership of people of color in conferences and from conference settings

The impact of this revised governance is that one group of people will have the responsibility to develop policy and have oversight of all aspects of the national setting; all officers of the church will report to one common Board. 
• While the role of the General Synod will remain essentially the same in this proposal, the relationship of the General Synod to the UCB will be more direct than the current relationship of the General Synod to the separately incorporated boards of the Covenanted Ministries. 

Currently, the entity with the responsibility for oversight of the work of the whole is the General Synod and the Executive Council. Given our current structure this is a charge to oversee separately incorporated bodies, boards entrusted with the fiduciary responsibility of the individual ministries with different people on each board primarily focused on the work of the particular ministry on whose board they serve. 

The current structure renders the Executive Council unable to fulfill its constitutional charge. The proposed changes mean that the UCB is the only board and while LCM, JWM, and WCM will continue as separate corporations, the membership of the three corporations and the UCB will be the same. General Synod will have a different, more integrative access to each of the Ministry Teams; in some sense a layer between the General Synod and the Ministry Teams will be removed and the UCB will have both authority and structural access to oversee the work of the whole. 

• Delegates will be added to the General Synod in order to address the reduction of HUGS participants caused by moving from four Boards and the Executive Council to one United Church Board. In our current structure 30 people from each of the Boards and the members of the Executive Council all serve as General Synod delegates. From this group there is a significant presence of members of representatives of the five racial ethnic groups. Moving to one UCB will have the effect of reducing the presence of these groups at Synod. Therefore we propose adding 32 new delegates, four from each of the HUGS groups (CAIM, CHM, Coalition, CYYAM, Disabilities Ministries, MRSEJ, PAAM, and UBC) who would serve as General Synod delegates, and who would sit with the conference delegation from which they come. All members of the UCB would serve as General Synod delegates as well. In addition, in order to provide new and innovative opportunities to engage members of the United Church of Christ in General Synod, 30 delegates will be chosen each biennium in a process yet to be determined as special delegates. For example, one Synod might welcome 30 delegates who are new church pastors; a next Synod might welcome 30 delegates who are seminarians, and so on. In spite of these additions, General Synod will still be somewhat smaller and the percentage of delegates representing conferences will be increased over the current percentage in relation to those representing national boards. 

Within the United Church Board: 
• There will be ministry teams that are consistent with the programmatic work of our current covenanted ministries (local church, justice and witness, and wider church). Each of these ministry teams will have the responsibility for oversight and monitoring of the programmatic functions of these areas and will be standing committees of the United Church Board. 

As a result of the creation of the United Church Board: 
• The incorporated body of the Executive Council will be merged into the United Church Board. This new body will be elected by the General Synod and represent the General Synod ad interim. 

• The incorporated body of the Office of General Ministries (OGM) will be merged into the United Church Board. Its functions will be incorporated into the standing committees of the new United Church Board. 

• The Associate General Minister position will be eliminated as an elected position of the General Synod, and many of its duties will be accomplished by a Chief Administrative Officer (CAO) selected by and reporting directly to the General Minister and President. 

• The General Minister and President, as well as the three Executive Ministers (Justice & Witness, Local Church, and Wider Church), will each be accountable to the General Synod through the United Church Board.
 
• A Collegium of peers will continue to be the model by which the Officers of the Church function. This new Collegium will be comprised of four Officers of the Church: the Executive Ministers for Local Church, Justice & Witness, and Wider Church, and the General Minister and President (GMP). 

Why the changes to the Office of General Ministries (OGM)? 
The current structure of the UCC includes OGM as a separate Covenanted Ministry. While the majority of the functions of OGM directly relate to the overall settings of the other three Covenanted Ministries of the Church (LCM, JWM, WCM), the current structure contributes to the perception of OGM as a separate ministry. As a consequence, some OGM initiatives have struggled to come to fruition, while they are intended to serve the whole Church. This new model proposes the merger of OGM into the United Church Board. This allows for an equal and intentional “ownership” of all current OGM functions and responsibilities within the national setting. 

Since the Associate General Minister serves as the executive of OGM, it follows that this position will be eliminated as a member of the Collegium. The critical roles that this position currently serves will be accomplished by a Chief Administrative Officer (CAO) selected by and reporting directly to the General Minister and President (GMP). This change also assures that the CAO has singular skills required for the position rather than dual identities as an Officer of the Church and a CAO. This change will also strengthen the role of the GMP, which is a consistent concern expressed in many preceding evaluations of the national governance structure. 
An Office of the General Minister and President (OGMP) will be established, but not as a separate corporation. This office may include, but not be limited to, the various staff positions currently lodged in the OGM Corporation. These staff will be supervised by the CAO and will be guided by some of the governance standing committees of the United Church Board (see below under “Standing Committees of the United Church Board”). 

The United Church Board (working title) 
All members of the United Church Board will be elected by General Synod (GS). The United Church Board will consist of a total of eighty-five to eighty-eight (85-88) members. Sixty-eight (68) of the board members will go through the “standard” nomination process (similar to the nomination process of our current model) in which each group being represented submits three (3) nominations to the GS Nominating Committee for selection and vote by GS. Seventeen (17) additional members will be nominated by virtue of their respective positions. The GS Nominating Committee is to address with great intentionality the fullness of racial ethnic diversity possible across communities of color in meeting the 50% diversity requirement. 

The 68 positions with provision for up to three (3) additional members following the standard nomination process shall be as follows: 

• Thirty-eight (38) members, one representing each UCC conference 
• Ten (10) members, two (2) from each of the following groups: 1) Council for American Indian Ministry, 2) Council for Hispanic Ministries, 3) Ministers for Racial, Social and Economic Justice, 4) Pacific Islander and Asian American Ministries, and, 5) United Black Christians 
• Nine (9) at-large youth and/or young adult members (2-year term; eligible for reelection) 
• Three (3) members from the UCC Disabilities Ministries 
• Two (2) members from the Council for Youth and Young Adult Ministries - CYYAM (2-year term; eligible for reelection) 
• Two (2) representatives from the UCC Coalition for LGBT Concerns 
• One (1) representative from the Council for Racial and Ethnic Ministries 
• One (1) representative from the Council for Theological Education 
• One (1) representative from the Council for Higher Education 
• One (1) representative from the Historical Council 

● Up to three (3) at-large representatives may be added by UCB decision each biennium in order to ensure that the diversity of the church from the HUGS and conference entry points of leadership are appropriately represented on the UCB. These persons will serve a two year term. 

In reference to the nominations for these positions, HUGS will make their own nominations. The conference positions will be nominated by conferences. In the case of the nine (9) at-large youth and/or young adult positions, the invitation to submit names will come from those conferences and HUGS that have vacancies that particular year. CYYAM will be invited to submit nominations for every term for these nine (9) At-large youth and/or young adult positions. 

[Note: In the case where HUGS have submitted names for vacant positions that particular biennium and one of them was a youth not selected for their group’s vacancies, those names may be considered for an at-large position.] 

Addressing a consistent concern for diversity, the composition of these 68 positions will closely follow the guidelines modeled by the current JWM Corporation Bylaws, including the following distribution: 
• Fifty percent or more (≥ 50%) shall be persons of color 
• Fifty percent or more (≥ 50%) shall be women. 
• One-third of the members will be ordained ministers or persons with ordained ministerial partner standing 
• One-third laywomen, and one-third laymen 
• Twenty percent of the members are to be under 30 years of age at the time elected. When possible, under-30 representation shall include both (a) youth, persons of high school age, and, (b) young adults, persons graduated from high school or over 19 years of age. 

In addition to the 68 members who will go through the standard nomination process described above, the following seventeen (17) positions will be nominated and elected by virtue of their respective positions, with consideration of the above-noted diversity guidelines: 

The GFT II tried to balance many values in determining size. The Committee of the Whole at the Joint meetings had proposed a Board as large as 160. The OGM Board action clearly stated its unwillingness to accept a Board that large. Members of HUGS groups desired, in some cases, three rather than two representatives on the United Church Board (UCB). Some conferences felt that if HUGS representation was larger, conference delegates should increase. Principles of good governance increasingly suggest a small board and there were some members of the GFT II who proposed a board of 70 with conferences and HUGS each represented by one individual. Some racial and ethnic constituencies pointed out that within their group there is significant diversity not easily represented by only two representatives. After careful consideration of all these concerns, the GFT II is recommending a UCB no larger than 88 members. Eighty-five (85) would be identified in the Bylaws. However, recognizing the need to ensure appropriate diversity each biennium, there will be a Bylaw provision that will allow the UCB at the beginning of each biennium to review its membership, determine if necessary diversity is present and, if not, add up to three additional members for that biennium. 

• Six (6) Conference Ministers, each from one of the UCC regions (2-year term, renewable for up to six years) 
• One (1) representative from the United Church Foundation, Inc. 
• One (1) representative from The Pension Boards 
• One (1) representative from the Council of Health and Human Services (CHHSM) 
• The Moderator and the two Assistant Moderators of General Synod (3) (2-year term) 
• One (1) representative chosen by the Christian Church (Disciples of Christ) 
• The Executive Ministers, one each for Local Church, Justice & Witness, Wider Church (3) 
• The General Minister and President of the UCC (1) 

The terms of office of the members of the United Church Board, elected through the standard nominating process unless otherwise designated, shall be for six years. Terms shall commence at the close of the General Synod at which members are elected and qualified and shall terminate at the close of the General Synod in which their successors are elected and qualified. Members shall be divided into three classes. No elected member who has served at least half of a full term shall be elected again until at least two years have elapsed. Terms for Council for Youth and Young Adult Ministries as well as the 9 At-large Youth & Young Adult members shall be two years, with eligibility for re-election twice more for a total of six (6) years maximum. A person elected from a Conference shall resign when moving to another Conference. 

The United Church Board will be incorporated and carry on the work of its predecessor bodies: the Executive Council of General Synod and the Office of General Ministries. The members of the United Church Board will also serve as the Boards of Directors of the three continuing Corporations: Justice & Witness, Local Church, and Wider Church. The United Church Board will serve as General Synod ad interim. It will reflect in its membership the commitment of the UCC to be an inclusive church, and will relate covenantally to our Seminaries and Colleges, Associated and Affiliated Ministries, Conferences, Associations, and Local Churches. 

The planning and work of the United Church Board will be guided and use as a foundation the following primary principles: 

The United Church Board– in furtherance of God’s mission, rooted in the gospel of Jesus Christ, honoring our Statement of Faith and the Preamble to the Constitution, faithful to the Constitution and Bylaws, and in consultation and collaboration with national, global, local churches, Conferences, and ecumenical partners – will Proclaim a unifying vision for the whole United Church of Christ. This vision for the present and the future will be informed by the UCC’s historic faith, values, and ethos, and by the Stillspeaking God’s call to be a 21st century church
 
Nurture relationships within and beyond the United Church of Christ. These include relationships among UCC ministries and institutions in all settings, and with ecumenical, interfaith, and global partners. 

Equip and strengthen vital and faithful ministries of Local Churches, leaders, and other settings. 
Demonstrate God’s transforming love and justice around the world through social justice advocacy, public witness, and sharing life and resources through critical presence with God’s people and creation at the point of deepest need. 
Committees of the United Church Board 

A. Ministry Teams for Local Church, Justice & Witness, and Wider Church 
The United Church Board will be divided into three Ministry Teams: Local Church , Justice & Witness, and Wider Church. Members of the United Church Board will be elected by the GS and after their election; the United Church Board itself will divide its entire membership into three working groups, each representing one Ministry Team. The selection into a particular team will take into account the particular individual’s experience, expertise, personal passion and spiritual calling. In addition, issues related to diversity and equal representation will be taken into account when assigning members of the United Church Board into each of the three Ministry Teams. Each Ministry Team will honor the diversity of commitments of the United Church of Christ and work in covenant with one another. Individuals selected to Wider Church will also need to consider the role that Wider Church representatives may need to perform by serving simultaneously as members of the Common Global Ministries Board (CGMB), the UCC’s mission partnership with the Christian Church (Disciples of Christ). 

Each of the three Covenanted Ministry Teams will elect its own Chair and Vice-Chair. Reflecting the church’s value for diversity, at least one of these two positions for each of the groups will be a person of color. This also assures diversity at the level of the Executive Committee of the United Church Board (see description below). 

B. The Executive Committee of the United Church Board (working title) 
The Executive Committee will consist of the following 16 -19 positions, at least one of whom shall be a young adult at the time of election: 
• The Chair and Vice-Chair of the United Church Board who will be elected by the United Church Board itself from among its members (2) 
• The Chair and Vice-Chair of each of the three Ministry Teams who will be elected by each Ministry Team itself from among its members (6) 
• The three Executive Ministers, one each for Local Church, Justice and Witness, Wider Church (3) 

• The General Minister and President (1) 
• Representatives of the United Church Foundation and Pension Boards (2) 
• One of the six Conference Ministers serving on the United Church Board (1) 
• The Chair or Vice-Chair of the Finance and Budget Committee 
• Up to three (3) At-Large members may be added to ensure appropriate levels of expertise and diversity 

The Executive Committee shall have the responsibility to ensure that visioning and strategic planning be done on behalf of the national setting of the church. 
• The Executive Committee will lead the United Church Board in developing and articulating comprehensive and integrated strategies and goals for the national setting. 
• It will facilitate the Board’s identification of concerns and ideas related to communications, identity, fundraising, fund development, strategic planning, evangelism, and other critical issues for the life of the whole Church. 

To fulfill its responsibilities, the planning and work of the Executive Committee shall be guided by the following primary principles: 
• Rooted in the Gospel of Jesus Christ; 
• Honoring our Statement of Faith and the Preamble to the Constitution; 
• Faithful to the Constitution ad Bylaws; 
• In consultation and collaboration with national, global, local churches, Conferences, historically underrepresented groups, and ecumenical partners. 

The decision-making power and authority of the Executive Committee of the United Church Board will be governed by the standing rules of the United Church Board. 
C. The Finance and Budget Committee 
The Finance and Budget Committee shall consist of the following 12 people: 
• The Chair or the Vice Chair of the United Church Board (1) 
• Two (2) representatives from each of the Covenanted Ministry Groups (6 total) [these will be selected by each of the three groups individually] 
• The Board member representing the Pension Boards (1) 
• The three (3) Executive Ministers, one each for Justice & Witness, Local Church, Wider Church (3) 
• The General Minister and President (1) 
• The Chief Financial Officer (CFO) of the United Church of Christ shall meet with the committee and have voice without vote 

The duties and responsibilities of the Finance and Budget Committee will include: 
1) Review the annual available resources and be responsible for financial planning. 
2) Review the proposed Annual Budget recommended by the Collegium in consultation with the CFO and other key staff and mission partners such as Common Global Ministries. The proposed budget may be modified to better advance the goals of the strategic plan developed by the full board. 
3) Recommend the Annual Budget to the full Board. 
4) Receive and review regular financial reports. 

To fulfill these duties, it is anticipated that the Finance and Budget Committee will require a lengthy working session(s) prior to the meeting of the United Church Board. 

D. Other Standing Committees of the United Church Board 
In addition to the proposed standing committees listed above and below, the United Church Board shall create other committees as needed. These committees will be filled as much as possible with equal representation from each of the Ministry Teams. It will be at the discretion of the United Church Board to combine, add or remove committees (unless otherwise noted) based on the emerging issues of the Ministry Teams and the national church setting as a whole. Some of these committees will work closely with the CAO and various staff and teams of the newly-formed OGMP. 

In response to concerns expressed about financial oversight, we offer the following detailed description of two of the standing committees that directly relate to financial matters: 
The Investment and Endowment Committee: 

The Investment and Endowment Committee will consist of the following people: 
• Two (2) representatives from each of the Ministry Teams (6 total) [these will be selected by each of the three groups individually] 
• The three (3) Executive Ministers, one each for Local Church, Wider Church, Justice & Witness (3) 
• The General Minister and President (1) 
• The Board representative from the UC Foundation with voice without vote 
• Up to 3 non-board members (who must be UCC members) with particular investment expertise may be added to this committee, by vote of the full UCB, with voice and vote 
• The CFO of the United Church Board shall be a member with voice without vote 
• An investment manager designated by the United Church Board on recommendation by the Investment and Endowment committee shall meet with the committee and have voice without vote. 

The Investment and Endowment committee will be responsible for assuring: 
1. Assure that the legacy/historic restrictions on the use of restricted funds and the intended use restrictions of the unrestricted funds of each of the historic ministries are monitored, accounted for, maintained and reported out to the United Church Board. 

The duties and responsibilities delegated to the Investment and Endowment Committee by the United Church Board include: 
1. Recommend to the United Church Board investment policies including investment screens that reflect the commitment of the UCC to Corporate Social Responsibility. 
2. Manage the investment of the endowed funds and other assets including real property in accordance with investment policies approved by the United Church Board. 
3. Monitor and report on the management of invested funds to the United Church Board. 
4. Recommend to the United Church Board the annual draw rate on invested funds that may be used to carry out the mission entrusted to the Covenanted Ministries. Recommendation as to the annual draw rate and as to the allocation of the annual dollar amounts resulting from the application of the annual draw rate to each of the restricted endowment funds and to each of the historic donor intended uses of each of the unrestricted endowment funds referred to in part 5 below shall not be modified by the United Church Board except upon two affirmative votes, each of not less than eighty five (85%) percent of the members present of the full Board at one or more meetings of the full Board with not less than twelve (12) hours between the two affirmative votes in order to ensure adequate discernment by the full Board. This policy will be memorialized in the Bylaws of the United Church of Christ. 
5. To review, monitor and recommend to the United Church Board the allocation of the annual dollar amounts resulting from the application of the spending rate to each of the restricted endowment funds and to each of the historic donor intended uses of each of the unrestricted endowment funds. 
6. To monitor and oversee the allocation of both restricted and unrestricted funds to ensure that they will be allocated based on donor intent, whenever that can be determined and to provide the full Board an overview of all funds in order to encourage the most effective collaborative and holistic use of those funds to meet the missional needs of the church. This understanding is to be memorialized in the Bylaws of the United Church of Christ. 
7. Provide Board representation to the Investment Committee of the United Church Foundation. 

Audit Committee: 

The Audit Committee will consist of the following people: 
Members of the Board with audit expertise representing each Covenanted Ministry Group. Non-board members may be co-opted, if necessary, in order to achieve the required expertise, but may never be more in number than the Board members on the committee. 

The duties and responsibilities of the Audit Committee will include: 
1) Select the audit firm to perform the annual financial audit. 
2) Receive and review the audit report from the auditors and report to the Board. 
Additional proposed standing committees of the United Church Board include: 
• Development 
• Community Life 
• Nominating 
• Personnel 
• Covenantal Relations 
• General Synod Planning 
• Common Services 
• Organizational Life. 
 
Transition of Current Entities to New Model Entities CURRENT ENTITY NEW MODEL ENTITY 
LCM, JWM and WCM separate corporations Will continue as ongoing corporations 
Current separate Boards of Directors for LCM, JWM and WCM  
􀀹 Program functions will be dealt with by the Ministry Teams 
􀀹 Administrative issues will be dealt with by specific committees of the United Church Board 
􀀹 Authorization, decisions, and actions will be voted by the United Church Board as a whole 

OGM corporation Merged into the United Church Board 
OGM corporation responsibilities Included within the United Church Board and a newly formed Office of the General Minister and President (OGMP) 
Associate General Minister  
􀀹 Eliminated as an elected position 
􀀹 Duties to be served by a Chief Administrative Officer (CAO), selected by and reporting directly to the General Minister & President 

Executive Council corporation United Church Board 
Executive Council GS ad interim responsibilities United Church Board 
Executive Council GS additional responsibilities United Church Board and its committees 
Common Services Corporation Could be maintained 

• The General Minister and President (1) 
• Representatives of the United Church Foundation and Pension Boards (2) 
• One of the six Conference Ministers serving on the United Church Board (1) 
• The Chair or Vice-Chair of the Finance and Budget Committee 
• Up to three (3) At-Large members may be added to ensure appropriate levels of expertise and diversity 

The Executive Committee shall have the responsibility to ensure that visioning and strategic planning be done on behalf of the national setting of the church. 
• The Executive Committee will lead the United Church Board in developing and articulating comprehensive and integrated strategies and goals for the national setting. 
• It will facilitate the Board’s identification of concerns and ideas related to communications, identity, fundraising, fund development, strategic planning, evangelism, and other critical issues for the life of the whole Church. 

To fulfill its responsibilities, the planning and work of the Executive Committee shall be guided by the following primary principles: 
• Rooted in the Gospel of Jesus Christ; 
• Honoring our Statement of Faith and the Preamble to the Constitution; 
• Faithful to the Constitution ad Bylaws; 
• In consultation and collaboration with national, global, local churches, Conferences, historically underrepresented groups, and ecumenical partners. 

The decision-making power and authority of the Executive Committee of the United Church Board will be governed by the standing rules of the United Church Board. 
C. The Finance and Budget Committee 
The Finance and Budget Committee shall consist of the following 12 people: 
• The Chair or the Vice Chair of the United Church Board (1) 
• Two (2) representatives from each of the Covenanted Ministry Groups (6 total) [these will be selected by each of the three groups individually] 
• The Board member representing the Pension Boards (1) 
• The three (3) Executive Ministers, one each for Justice & Witness, Local Church, Wider Church (3) 
• The General Minister and President (1) 
• The Chief Financial Officer (CFO) of the United Church of Christ shall meet with the committee and have voice without vote 

The duties and responsibilities of the Finance and Budget Committee will include: 
1) Review the annual available resources and be responsible for financial planning. 
2) Review the proposed Annual Budget recommended by the Collegium in consultation with the CFO and other key staff and mission partners such as Common Global Ministries. 938 939 940 941 942 943 944 945 946 947 948 949 950 951 
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The proposed budget may be modified to better advance the goals of the strategic plan developed by the full board. 
3) Recommend the Annual Budget to the full Board. 
4) Receive and review regular financial reports. 
To fulfill these duties, it is anticipated that the Finance and Budget Committee will require a lengthy working session(s) prior to the meeting of the United Church Board. 
D. Other Standing Committees of the United Church Board 
In addition to the proposed standing committees listed above and below, the United Church Board shall create other committees as needed. These committees will be filled as much as possible with equal representation from each of the Ministry Teams. It will be at the discretion of the United Church Board to combine, add or remove committees (unless otherwise noted) based on the emerging issues of the Ministry Teams and the national church setting as a whole. Some of these committees will work closely with the CAO and various staff and teams of the newly-formed OGMP. 
In response to concerns expressed about financial oversight, we offer the following detailed description of two of the standing committees that directly relate to financial matters: 
The Investment and Endowment Committee: 
The Investment and Endowment Committee will consist of the following people: 
• Two (2) representatives from each of the Ministry Teams (6 total) [these will be selected by each of the three groups individually] 
• The three (3) Executive Ministers, one each for Local Church, Wider Church, Justice & Witness (3) 
• The General Minister and President (1) 
• The Board representative from the UC Foundation with voice without vote 
• Up to 3 non-board members (who must be UCC members) with particular investment expertise may be added to this committee, by vote of the full UCB, with voice and vote 
• The CFO of the United Church Board shall be a member with voice without vote 
• An investment manager designated by the United Church Board on recommendation by the Investment and Endowment committee shall meet with the committee and have voice without vote. 

The Investment and Endowment committee will be responsible for assuring: 
1. Assure that the legacy/historic restrictions on the use of restricted funds and the intended use restrictions of the unrestricted funds of each of the historic ministries are monitored, accounted for, maintained and reported out to the United Church Board. 

The duties and responsibilities delegated to the Investment and Endowment Committee by the United Church Board include: 
1. Recommend to the United Church Board investment policies including investment screens that reflect the commitment of the UCC to Corporate Social Responsibility. 

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2. Manage the investment of the endowed funds and other assets including real property in accordance with investment policies approved by the United Church Board. 
3. Monitor and report on the management of invested funds to the United Church Board. 

4. Recommend to the United Church Board the annual draw rate on invested funds that may be used to carry out the mission entrusted to the Covenanted Ministries. Recommendation as to the annual draw rate and as to the allocation of the annual dollar amounts resulting from the application of the annual draw rate to each of the restricted endowment funds and to each of the historic donor intended uses of each of the unrestricted endowment funds referred to in part 5 below shall not be modified by the United Church Board except upon two affirmative votes, each of not less than eighty five (85%) percent of the members present of the full Board at one or more meetings of the full Board with not less than twelve (12) hours between the two affirmative votes in order to ensure adequate discernment by the full Board. This 
policy will be memorialized in the Bylaws of the United Church of Christ. 
5. To review, monitor and recommend to the United Church Board the allocation of the annual dollar amounts resulting from the application of the spending rate to each of the restricted endowment funds and to each of the historic donor intended uses of each of the unrestricted endowment funds. 
6. To monitor and oversee the allocation of both restricted and unrestricted funds to ensure that they will be allocated based on donor intent, whenever that can be determined and to provide the full Board an overview of all funds in order to encourage the most effective collaborative and holistic use of those funds to meet the missional needs of the church. This understanding is to be memorialized in the Bylaws of the United Church of Christ. 
7. Provide Board representation to the Investment Committee of the United Church Foundation. 
Audit Committee: 
The Audit Committee will consist of the following people: 
Members of the Board with audit expertise representing each Covenanted Ministry Group. Non-board members may be co-opted, if necessary, in order to achieve the required expertise, but may never be more in number than the Board members on the committee. 
The duties and responsibilities of the Audit Committee will include: 
1) Select the audit firm to perform the annual financial audit. 
2) Receive and review the audit report from the auditors and report to the Board. 
Additional proposed standing committees of the United Church Board include: 
• Development 
• Community Life 
• Nominating 
• Personnel 
• Covenantal Relations 
• General Synod Planning 
• Common Services 
• Organizational Life. 

Transition of Current Entities to New Model Entities CURRENT ENTITY NEW MODEL ENTITY 
LCM, JWM and WCM separate corporations Will continue as ongoing corporations 
Current separate Boards of Directors for LCM, JWM and WCM  
􀀹Program functions will be dealt with by the Ministry Teams 
􀀹Administrative issues will be dealt with by specific committees of the United Church Board 
􀀹Authorization, decisions, and actions will be voted by the United Church Board as a whole 

OGM corporation Merged into the United Church Board 
OGM corporation responsibilities Included within the United Church Board and a newly formed Office of the General Minister and President (OGMP) 
Associate General Minister  
􀀹Eliminated as an elected position 
􀀹Duties to be served by a Chief Administrative Officer (CAO), selected by and reporting directly to the General Minister & President 

Executive Council corporation United Church Board 
Executive Council GS ad interim responsibilities United Church Board 
Executive Council GS additional responsibilities United Church Board and its committees 
Common Services Corporation Could be maintained 



Role of the General Minister and President &
Continuing a Collegial Model

Continuing a Collegium of Officers 
This proposal calls for the continuation of the Collegium model of leadership in the new governance structure. Leadership, management, and oversight of the national ministries of the church will be shared by the Collegium of Officers, consisting of a General Minister and President and three Executive Ministers who will oversee the work of each covenanted ministry group. A Chief Administrative Officer (CAO) will serve in a similar capacity as the current Associate General Minister. The CAO will be a senior staff person in the Office of the General Minister and President, selected by and reporting directly to the General Minister and President. 

The four Officers of the Church will be elected by the General Synod and be accountable to the General Synod through the United Church Board. They will function as a team of peers that model collegiality, coordination, collaboration, open communication, transparency, and mutual support. They will reflect the commitment of the UCC to be an inclusive and diverse church. 

The Role of the General Minister and President 
Spiritual Leader of the Church: 
The General Minister and President is the spiritual leader and pastor of the church, charged with the care and nurture of the spiritual life of the church. 
Theological Interpreter: 
The General Minister and President is the principal leader in interpreting the theological perspectives of the United Church of Christ. In consultation with the Collegium, the GMP will develop the foundation of UCC theological values as guided by the General Synod. 
The General Minister and President is the chief representative of the UCC in the public square and at ecumenical, interdenominational and interfaith tables. 
Convener: 
The General Minister and President is responsible for guiding the development of visioning and planning that will enable the United Church of Christ to be more effective in carrying out God’s mission. 
The General Minister and President will convene and preside at the meetings of the Collegium. He/she has particular responsibility for coordinated communication, fund raising and planning in collaboration with the Executive Ministers. 
Chief Executive Office/Administrator: 
The General Minister and President is the Chief Executive Officer of the General Synod and is its principal spokesperson. The General Minister and President serves as the president of the corporations (United Church Board, JWM, WCM, LCM). 
The General Minister and President oversees the administration of the national setting offices and is responsible for selecting a Chief Administrative Officer (CAO) and Chief Financial Officer (CFO) in consultation with the Collegium. Both the CAO and the CFO report directly to the General Minister and President, who is accountable to the United Church Board. The CAO will assume many of the functions of the current Associate General Minister. The CFO will oversee the financial functions of the ministries including supervision of the financial staff. The CFO will serve as Treasurer of all corporations. 

The General Minister and President serves as an ex-officio member with voice and vote in all meetings of the Associated Ministries and as a member with voice but not vote in all meetings of the Affiliated Ministries. He/she shall have voice, but not vote in the meetings of all Commissions, Councils, and Committees of the United Church of Christ. 

The Role of the Executive Ministers 
The Executive Ministers will oversee the program of each Ministry (Justice & Witness, Local Church, Wider Church). Responsibilities include program development and implementation and managing the budget and personnel. With the General Minister and President, they will be involved in the overall functions of the national setting including visioning and planning, as well as communications, budget, personnel and implementation of policies. 

Checks and Balances / Points of Accountability 
One of the primary places of “check-and-balances” for this model has been built within the structure of the model by virtue of broad representation, the continued existence of Ministry Teams, and setting working modes of operation where individual Ministry Team meetings in conjunction with plenary meetings that include all-church programs. Consultation with General Synod is required prior to a vote to dissolve any of the current corporations. 

The model was designed to significantly increase the lines of communications among all ministries of the church and to improve the way in which the whole church works as a single united entity. The General Synod now is directly related to the United Church Board and is a key place of accountability for the United Church Board. 

One of the clear elements described in previous analytical reports of the current structure included the breakdown of relationship and lines of accountability between the Executive Council and the Covenanted Ministry Boards. The described structure of the proposed United Church Board ensures that all Ministry Teams work together and in covenant taking care of the programmatic elements while attending to the needs of the whole Church. The model will provide a foundation of operation that allows for a holistic function of the national setting of the Church. 

The duality in the role of the members of the Collegium is eliminated. In the proposed model, each of the four members of the Collegium will be accountable to the one single United Church Board. 
In addition, the role of the General Minster and President is also strengthened by having the CFO and CAO positions report directly to him/her and by his/her role as president of the corporation of the United Church Board. 

Additional Items of Intent 
• The GFT II recommends that the Executive Council create a plan and process for the important work of anti-racism and healing. 
• The proposed model includes affirmation of the Common Global Ministries Board (CGMB), a partnership of the UCC with the Christian Church (Disciples of Christ). The UCC will continue to provide an equal number of representatives to the CGMB as the Christian Church (this number is currently 20). Because of the unique covenantal commitments embodied by CGMB, the additional level of care that must be given to nurturing the partnership, and CGMB’s requirement for additional Board meetings beyond the United Church Board of Directors, the proposed model includes flexibility for WCM representatives to 1) serve as the CGMB representatives; 2) elect representatives from the broader church to the CGMB; or 3) some combination of 1 and 2, depending on a particular individual’s availability to serve. 
• We anticipate no wholesale national staff resignations will be required nor the need to reapply for currently held positions. In a new board, however, visioning, strategizing and prioritizing may increase, decrease or shift program emphases. 
● Historical financial legacies will be protected. Unrestricted funds will be allocated based upon donor intent, whenever that can be determined. 
● Draw rate will be determined by full Board of the UCB upon the recommendation of the Finance and Investment Committee. The concerns to be balanced are 1) protection from group/emotional decision-making; 2) appropriate fiscal restraint; and 3) need for flexibility to move relatively quickly in order to claim new and urgent mission opportunities. 
● In the event the United Church Board alters or removes the designation from any “Board Designated” unrestricted funds, donor intent will continue to determine any future allocation or designation. 
• The United Church Board will determine the exact structure and frequency of its meetings. It is expected, however, that both the Executive Committee and the Finance and Budget Committee will meet at least one day in advance of the entire 85-member United Church Board to complete preliminary work to be presented in plenary sessions. 
• It is proposed that while the entire 85-88 member United Church Board is meeting together, it will be in one of three possible formats: the entire group in plenary as the United Church Board, the members divided into the three Ministry Teams (Justice and Witness, Local Church, Wider Church), or the members divided into various standing committees. 
• Attention will be given to continuity of membership, bringing forward some number of the current Covenanted Ministry Boards (JWM, LCM, WCM) into the United Church Board to ensure continuity of knowledge, skills and experience. 
• When Covenanted Ministry Groups meet, the role of the chair, meeting management, and minute taking are procedural decisions that will need to be addressed. 

Future Structure Evaluation 
In accordance with the Stillspeaking God’s call to be a 21st century church, we recognize the need for regular and intentional self-assessment and evaluation. We recommend that attention be given to creating a culture of ongoing evaluation within the United Church Board so that openness to change is not only expected, but fully embraced. Concepts and ways of doing business need to be constantly evaluated and when it is determined that previously tried concepts no longer work or have simply outlived their usefulness, change may be seen as a matter of course, rather than a threat to an entrenched system. Even in the context of a spirit of ongoing evaluation, we recommend that an intentional evaluation of the structure be incorporated and implemented no later than four (4) years after the new structure has been in effect. While there are not clear predictions that indicate what areas might need attention, we encourage a continued look at the role of the General Minister and President, the Collegium, the relationship of the United Church Board to the General Synod and an overall assessment of the ability of the national setting to do strategic planning that better supports the whole Church to proclaim the gospel message of the Stillspeaking God. 

Minority Reports 
NOTE ON PROCESS: The GFT II agreed that members would have the opportunity to offer a minority report to the GFT II Proposal, commenting on elements of the proposal over which they or the group they represent have concern or objection. It was agreed that these reports would be included in the Proposal itself when sent to the Boards and Executive Council. Minority reports were received from Carol Brown on behalf of UBC, and Ronald Fujiyoshi on behalf of PAAM. Following submission of these reports, MRSEJ, CHM, and PAAM asked that their organization be added as signatories to the UBC minority report. 

Pacific Islander and Asian American Ministries (PAAM) 
September 16, 2008 

PAAM participated in GFT2 because we love our Church. As many of us come from a long tradition of the United Church of Christ, especially its Congregational roots, we are not convinced that a single governance body is good for our church. It became clear that there are no checks and balances for a single governance structure. Since the interpretation of the task of GFT2 was to work on a single governance structure, the major issue became one of representation—whether two or three HUGS would sit on the Executive Council. Who is going to insure that the missional focus will be maintained—whether it be in the areas of “justice and witness,” “local church,” or “wider church”? For example, the Justice and Witness Ministries board passed a resolution asking that the planning committee of the 50th Anniversary of the United Church of Christ place the theme of the Year of Jubilee as a central focus of the general synod. This was largely ignored for the sake of a “celebrative” general synod. Once the task of the GFT2 was decided to work on proposing a single governance model, besides the issue of whether two or three HUGS representatives would sit on the Executive Council, the only remaining issues of importance were: 1) What is the role of and who would be seated with vote at General Synod? and 2) How would the total church participate in missional structures of the church, and what would these structures look like? 

The present structural change is too important in the history of the United Church of Christ for PAAM to agree with the present proposal. 

Sincerely, 
Ronald Fujiyoshi, PAAM representative to GFT II 

United Black Christians (UBC) with Minister for Racial, Social, and Economic Justice (MRSEJ) 
September 12, 2008 

It is essential to the integrity of the Governance Follow-Up Team that the representation of COREM groups and historically underrepresented populations find place and honor on the United Church Board. Conversations in the United Church of Christ over many years, particularly at the national setting, call the church to conversations and decision making that includes all voices. 

The presence of constituency groups and COREM is a clear result of self determination grown and nurtured by the constituency groups and should be valued as the primary voice for those groups and ministries. To say, suggest or even hint that constituency groups and COREM don’t matter in the official conversations that happen nationally or that they are somehow not representative of the groups that bear their name is an insult and an affront. Through difficult and costly struggles, these groups have earned the right to speak for and on behalf of their constituencies. To filter and diminish the voice these groups bring, suggest that the culture of the United Church of Christ undervalues the constituency groups the UCC helped to bring into being and are now willing to jettison them, in part or wholly, in favor of persons or emerging groups that are more palatable to the dominate view. 
The COREM and historically underrepresented groups have earned a seat at all ministry team tables. Their voices represent their communities. This right should be respected. 

United Black Christians of the United Church of Christ cannot support a governance proposal that does not include 3 representatives on the United Church Board, i.e., one for each ministry team. 
Carol A. Brown, UBC National President and representative to GFT II 
Ronald Fujiyoshi, PAAM representative to GFT II 
William Land, MRSEJ Representative to the GFT II 
C. Alicia Nebot, President, CHM 

Possible Timeline for Implementation 
In considering a timeline for possible implementation of the proposed restructure of the governing boards, careful attention must be given to the constitution and bylaws that state how such changes can be made. Constitutional changes must be ratified by two-thirds of conferences and can be effective only after that ratification, bylaw changes can be effective immediately after voting has taken place. Both constitution and bylaw changes can be determined to be in effect at a date specified assuming that any constitutional requirements have been satisfied by the date specified. 
Of particular interest is paragraph 60 of the constitution with the heading “Powers of Covenanted Ministries.” That section states that any changes to the powers of covenanted ministries, (including changing the articles of incorporation of the ministries that vests the General Synod the power to elect not fewer than 55 and no more than 58 members to their boards) can be changed only after consultation with the Collegium, the Executive Council and after presentation to two regular meetings with the General Synod. In short, this means that the corporation documents of JWM. WCM and LCM, where the number of board members is detailed, can be changed only after this “two Synod rule.” 

This paragraph was added to the bylaws because each Covenanted Ministry has the power to add board members not elected by the General Synod. During discussions on the restructure in 2000, there was concern that Covenanted Ministries, all of whom would be separate corporations, might change their articles of incorporation(s) and make it possible to add board members that had not been elected by the General Synod. It was suggested that these “non-Synod related members” might have less appreciation for the actions and requests of the General Synod and somehow the separately incorporated boards would become completely autonomous bodies, not only legally but also in actions. Consequently, “a safeguard” was added that was seen as a way to slow such a process down and require the Covenanted Ministry boards to discuss any such proposals with the General Synod over a 4 year period. In reading this today and watching how the relationship of the Covenanted Ministries and the Boards of Directors has evolved, what seemed as a “safeguard” may now seem more like a clause added out of a position of mistrust, and might be a lesson to be considered for the future. 

Given this reality, even if there was some desire to adopt Constitution and Bylaw changes in 2009 and implement the proposed new structure in 2010, it could not happen that fast due to the “two Synod rule” about the articles of incorporation. That is why there has always been the proposal that this be a two-step process, adopting the constitutional changes in 2009, having the proposed bylaws ready, but not actually adopting them, until the 2011 Synod. This gives the General Synod in 2009 the opportunity to see what the bylaws might look like, ask questions and raise concerns, and then adopt them in 2011. Only after the 2011 Synod has met can the Boards of the Covenanted Ministries change their articles of incorporation to facilitate the changes proposed. Below is a possible timeline for consideration: 

October/November 2008 Approval of the model and authorization to proceed 
Nov-February 2008 Draft proposed constitutional changes and proposed bylaw changes; bylaw changes for information only will not be voted in 2009. Also, draft changes to Articles of Incorporation of each of the Covenanted Ministries to share with the General Synod. It is not so much the actual language that needs to be ready, but the intent of the change to the articles of incorporation must be clear. 
March 2009 Present proposed constitutional Changes to Boards for approval; bylaws for information; assure that the relevant articles of incorporations are identified. . 
April 2009 Post proposed constitutional changes for churches and Synod delegates as required (60 days in advance of Synod). Proposed bylaw changes may b 
Posted but will be for information only, not to be voted until 2011 
June 2009 At the 2009 Synod, 
• The proposed model is presented and discussed (ie. first consideration by Synod); Including changes that will be required to the articles of incorporation of the Covenanted Ministries. 
● Discuss and vote on constitutional changes…include language that states such changes are to become effective September or October 2011 following General Synod 2011. 2011 would be the second presentation to the General Synod of the concept/changes to bylaws, etc. 
• Note that bylaws are provided for information, but not for action at the 2009 Synod (note paragraph 60 (d) of the constitution 

After the General Synod: 
The Executive Council will name a Governance 
Transition Team that would 1) recommend a nominating process for constituting the United Church Board, 2) prepare other enabling actions and processes necessary between 2009 and 2011, and 3) oversee the ratification process in the Conferences of Constitutional amendments. 

July 2009-July 2010 Votes by conferences on constitutional changes with the following note: 

Ratified changes go into effect ONLY after a second conversation at the 2011Synod and approval of the proposed bylaw changes at the 2001 Synod. 

March 2010 Present final proposed bylaw changes to boards and Executive Council for feedback 

Spring 2011 Proposed bylaw changes approved by Boards and Executive Council and posted for Churches and Synod delegates, (60 days in advance of Synod) 
Note: By the end of June, all of the Conferences will have had the opportunity to act on the proposed constitutional changes, so it will be clear if the proposed changes have been ratified by the required two-thirds of conferences. 

June 2011 Assuming ratification has taken place, the General Synod hears the plan once again, with attention to the required changes in the articles of incorporation of the Covenanted Ministries. (2nd consultation) Bylaw changes are then presented and voted at the 2011 Synod. 

June 2011 Boards meet following Synod to take action on the changes to their articles of incorporation 

Sept/October 2011 New Governance becomes effective 

GFT II Requested EC and Board Actions 
For Executive Council and Boards of CM’s 
The ______________________ 
1) Affirms the Proposal of the Governance Follow-Up Team as a sufficient basis for the restructure of the national setting; 
2) Reports the following recommendations, if any, supported by a majority vote, for possible modification of the Proposal; and 
3) Authorizes its chair and vice-chair to meet with their counterparts to reconcile, if possible, any differences in the actions of all four Boards and the Executive Council as a basis for the preparation of proposed Constitution and Bylaw amendments for consideration at the 2009 Spring meetings. 

Additional action for the Executive Council 
The Executive Council authorizes the continuance of the Governance Follow-Up Team II through June, 2009 and asks it to 
1) Prepare proposed Constitution and Bylaw amendments for consideration by the Boards and the Executive Council in March, 2009; 
2) Communicate the proposed changes broadly throughout the Church; and 

Facilitate church-wide conversation about the proposed structural changes in order to prepare the church for deliberation and decision at General Synod in June 2009. 

APPENDICES 
I. Opportunities For Participation in Decision Making and Planning for Mission 
The theological grounding of the 2000 restructure held highly the principle that the Mission of God (“Missio Dei”) belongs to the whole church. The desire in any structure is for the broadest participation possible in the discernment and living out of the Missio Dei. Although a single governance model reduces the number of those participating in governance, it requires an expansion of the existing opportunities for the whole church to participate in the discernment of mission. 
There are numerous current and historical experiences from which to draw on as we increase the opportunities for real participation and decision making across the church. In many ways the resolution process of General Synod is just such an opportunity. It could be expanded to include input of mission and program in a broader sense. 

If a single governance model is adopted in 2011, we would commit in the first several years to expanding the use of existing opportunities to build on the broader decision making and participation opportunities as suggested in the list that follows.. In succeeding years we are convinced that there could be additional creative opportunities to increase the participation of persons from across the church in ministry and mission of the national settings of the church in ways that are even more meaningful than serving on a governing board. 

Events like WCM’s MissionWorks would be an opportunity to not just hear about WCM’s work, it would also be an opportunity for participants to provide input on the shape of that work going forward. And the focus of WCM’s current Ministries and Mission Interpreters program, like JWM’s Justice Advocates, could be enlarged to include participation in suggesting new programs and giving feedback on past emphases. 

Ecumenical Advocacy days would include opportunities for input from participants on issues for future consideration. There could also be increased financing of travel scholarships to add more UCC participants in this significant national opportunity for education and lobbying in Washington each year. 

The Leaders in Koinonia (LinK) events would include additional opportunities for participant input on the mission of the church. The purpose of the LinK program, funded by the Thomas E. Dipko Scholarship Fund for Clergy and Lay Leadership Development, is to strengthen relationships between the ministries of local churches and conferences, clergy and lay leaders and the national settings of the United Church of Christ. 

The new proposal to add 30 at large delegates to General Synod in addition to the additional 32 for HUGS groups might provide the opportunity in 2013 to bring additional clergy in the 20-30 age group to Synod
 
In Congregational Vitality workshops participants would be encouraged to shape the resources and programs they need to make church vitality a reality in their settings. 
These are just a few examples. There are many places where this interaction is already occurring. More will be added. 

II. Good Governance 
High-performing boards are self-aware and committed to continuous improvement, and operate with integrity, transparency, and strong communication both within and without its body. A useful way to think of the board’s governance responsibility is in terms of leadership. The board’s decision making job can only be performed with excellence if the board engages in “generative” governance – using deep inquiry to examine root causes, values, options and new ideas. 

The board operates in partnership with staff leadership, but is mindful that management of the organization is the staff’s role. The responsibilities of a governing board are threefold – providing strategic vision and guidance for the organization; monitoring and oversight; and resource development and acquisition. A well developed and well run organization will leave other duties and objectives to its staff, enabling the board to spend its time focused on its key, institutional responsibilities. 

• Strategic Vision and Guidance – The governing board must set the strategic direction for the organization and advance its mission and vision. 
• Monitoring and Oversight – The fiduciary role of the board involves approval and review of the executives’ key goals and oversight of financial matters and risk management, ensuring adherence to all legal, ethical and regulatory requirements. 
• Resource Development and Acquisition – The board must make certain that the organization has the resources it needs to accomplish its work. 

By focusing on these three responsibilities and leaving managerial tasks to the staff and other volunteers, the institutional board can accomplish the governance work for which it is best suited. 

Throughout the non-profit sector, there is substantial movement toward smaller boards. This helps with the stated need for organizations to be flexible and nimble, and contributes strongly to proper board functioning. The larger the board, the more members defer to someone else to take on responsibility, and the more difficult it is for all board members to meaningfully engage in meetings. 

Board composition should take account of the primary needs (e.g. legal skills, financial management expertise, inspired leadership potential, ability to think strategically about the whole organization, fund raising skill) and other forms of diversity valuable to the organization (e.g. gender, location, tenure, race/ethnicity). These two dynamics should be in balance in determining board composition. Thus, the institution is able to utilize the benefits of its full diversity of talents while fulfilling its key governance responsibility, for which boards of religious organizations do well to include models of spiritual discernment for decision-making.