Board Governance Committee meetings are open to all. Check the newsletter or website for the next meeting time and place.

These minutes record the proceedings and what was discussed at the meeting. Unless specifically set forth as such, they do not otherwise constitute a resolution, recommendation or declaration of intent. If you have any questions about what you read, please contact one of the committee members present at the meeting for more information.

Meeting called to order by chair Steve Mead at 7:30pm. The following members of the committee were in attendance: Donna Coble, Corinne Esneault, Steve Mead, Marianne Pinney, James Dacy (Arrived at 8pm).
Also in attendance was Daniel O'Connell.

The committee had a lengthy discussion regarding change within the Chapel and the importance of communication to the acceptance of change within organizations.

Marianne reported that by-laws would not need much change to accommodate the governance models that the committee has discussed. By-laws should be simple and policies need to be developed with the by-laws. Current by-laws were reviewed.

Town Hall meetings were discussed.

Steve distributed Board governance policy for review.

A value worksheet was given to Donna for distribution.

The next meeting was scheduled for January 15, 2003, at 7:30pm.

The meeting was adjourned at 9:00pm.

James E. Dacy - January 13, 2003

Meeting called to order by chair Steve Mead at 7:35pm. The following members of the committee were in attendance: Corinne Esneault, Steve Mead, Marianne Pinney, Mary Taylor, James Dacy.
Also in attendance was Daniel O'Connell.

Minutes of the October 22nd meeting were approved. The minutes will be posted on the Chapel web site.

A general discussion took place regarding Executive Council Model, ownership of processes, trust issues, barriers and the significant issue of transition. The perceived lack of reward for effort and lack of authority in committee service was discussed. Also, there are changes already occurring that need to be built into the new governance structure.

The Governance committee has finished the data collection part of its task and has moved into the development portion of this endeavor. The committee is now directing its efforts into three areas: structure, policy and bylaws, and is driving to have this process finished for the May Annual Meeting.

A first working model for the new Governance Structure was constructed. The structure consisted of a Board designed to deal with strategic financial and planning issues rather than day to day operating issues. To this end, eight Committees were established as Board Committees. The operation of the Chapel would be accomplished through four councils.

The committee identified sixty-four current committees, functions and groups and attempted to assign them to the proper council.

The next meeting will be December 12, 2002, at 7:30pm. In addition to reviewing the working model, members should think about the size of the Board and term limits.

The meeting was adjourned at 9:10pm.

James E. Dacy - November 20, 2002

Meeting called to order by chair Steve Mead at 7:40pm. The following members of the committee were in attendance: Donna Coble, Corinne Esneault, Steve Mead, Marianne Pinney, Mary Taylor, James Dacy.
Also in attendance for part of this meeting was Daniel O'Connell.

Minutes of the October 3rd meeting were approved. The minutes will be posted on the Chapel web site.

Following the approval of the minutes a lengthy general discussion took place regarding the completion date for the committee's work. Organizational Structure, the roles of Lead Minister, Board, and Committees were reviewed. A tentative date of May 2003, was set for the completion of the Governance Committee's work.

The Committee reviewed the bylaws and structure of the Ann Arbor, Berkley and Dallas churches; large Unitarian churches selected for bench marking.

The Committee also discussed and decided to move from an internal/external assessment mode to defining the new proposed governance structure and the necessary policy and bylaw changes to support it.

The Committee was informed that Dave Roundy had resigned from the committee to devote more time to his Board responsibilities. It was decided not to replace David since the Committee was already half way through its task.

The next meeting is scheduled for November 14, at 7:30pm.

The meeting was adjourned at 9:05pm.

James E. Dacy - October 24, 2002

Meeting called to order by chair Steve Mead at 7:30pm. The following members of the committee were in attendance: Donna Coble, Corinne Esneault, Steve Mead, Marianne Pinney, Mary Taylor, James Dacy.
Also in attendance at this meeting was Daniel O'Connell.

Minutes of the August 26th and September 17, 2002, meetings were approved. They will be posted on the Chapel web site.

Following the approval of the minutes, a general discussion took place over the difference between governance and administrative issues. After this discussion the committee continued the discussion, of common concerns and suggestions from Corinne's report of the Internal Assessment Interviews, which was started at the last committee meeting.

What is the CEO model as it applies to Eliot?

Concern that CEO is associated with business not Ministry.

RE is too large to remain under Program Council.

The issue of RE growth is being addressed. Amie's role is changing and the structure is under review.

Develop a database of skills/talents for organizational needs.

A comprehensive review of this issue is now being conducted.

Mediation or training to resolve conflict.

This issue is also under review.

Term limits on Board committee chairs. Establish Vice Chairs.

There was consensus that some form of term limits would be beneficial; however, terms should not necessarily be limited to one year.

The committee had a general discussion regarding the interaction between the Board and its committees and the need for a governance scheme that defines lines of authority and accountability of that relationship.

The committee next reviewed, prioritized and separated the 15 concerns from Corinne's report into governance or administrative issues. The consensus was the items 1,2,3,4,5,10, &12 were governance issues and 7,8,9,11,14, &15 were administrative issues. 6&12 were tabled.

The next discussion involved Board committees and the proper size of a Board for an organization of Eliot's size. No consensus was reached but it was suggested that true Board committees could be limited to: Governance, Structure, Nominating, Search and Stewardship. The Board's size could be as small as seven.

The next meeting is scheduled for October 22, 2002, at 7:30pm. In preparation for this meeting, Steve will email his comparison of similar size churches, Jim will work on an analysis of the Ann Arbor church and everyone will complete the ranking of recommendation, strengths and weaknesses. Everyone should review the web page to see if it is appropriate.

It was decided to change our interactive meeting with Eliot members from a Town Hall format to an Open Forum format.

The meeting was adjourned at 8:55pm.

James E. Dacy

Meeting called to order by chair Steve Mead at 7:30 p.m. In attendance from the committee: Steve Mead, Corinne Esneault, Mary Taylor, Donna Coble
Also in attendance: Dr. Daniel O'Connell and Gene Hutchins.

Minutes of July 18 meeting were not considered or approved.

1. Most of the meeting was devoted to part two of Corinne's report about her Internal Assessment Interviews, which she characterized as an audit of operations and administration at Eliot Chapel obtained from interviews with church leaders and staff from recent past and present. Corrine distributed a list of 15 common concerns from the interviews. Corinne led the committee in a discussion of the first 10 common concerns, summarized below:

A. Observations about board and committees:

1)The board needs to change from micro management, including development of a structure for operating other than the structure they have inherited. (Daniel and Bonnie have begun to provide some coaching on this).

2)Board committees, program council, and program council committees need to be empowered, with clarification of which areas of activity require board authorization or oversight.

3)Board oversight should be less confining, confusing, and time consuming to the board and to the entities it oversees (e.g., is board liaison to each committee actually needed? how can committee fund raising authorization and reporting requirements be simplified?).

B. Observations about ministerial and administrative leadership:

1)Administrative leadership should be encouraged to develop written employment policies which reflect moral values of the church as employer.

2)Lead Minister should work with staff to build trust, cohesiveness, and sense of service to the mission, vision and values of the congregation.

3)Ministerial staff should work with lay leadership in skill-building.

C. Other Discussion:

1) Nominating process for church leadership should be improved by making it more talent and aptitude conscious. A talent-aptitude data base should be developed from computerized forms filled out by members, kept current with new member data.

2. Donna reported the following from the board retreat:

A. The board is committed to strategic planning, developing criteria for choice of new strategic planning committee, and seeking to key the planning to mission and vision.

B. An expanded leadership retreat is planned to reach consensus on how Eliot should look in five to ten years.

3. Discussion followed as to the qualities strategic planning committee members should have:

A. Persons who work well with others and can run meetings

B. Persons who have critical thinking and planning skills

C. Persons who believe that the best is yet to come for Eliot Chapel (are willing to work for the needs of future members as well as present members)

D. People who approve of the ministers and don't have sabotage agendas

4. The rest of the meeting concerned discussion of last month's "homework." Steve brought copies of a selection of his own rankings of recommendations, strengths, and weaknesses listed in part one of Corinne's report. The selections were those rankings that had produced a combined impact and longevity index number of 16 or over. Steve then suggested a further ranking of each selection for whether it is Governance or Administrative issue. Homework for next meeting: read and rank #10-15 on Corinne's list of Common Concerns from Interviews, applying Steve's directions (in last month's minutes) for ranking of impact and longevity, but also determining the nature of each of the five issues (Governance or Administrative). For this exercise assume that:

A. Governance issues are board issues that relate to mission, vision, values.

B. Administration issues are CEO, staff, and volunteer issues that don't relate or only remotely relate to mission, vision, values. (Corinne will e-mail part 1, part 2, or both parts of her report to anyone who lets her know they are needed).

5. Odds and Ends:

A. Steve will send Jill (board chair) a committee update before the next board meeting.

B. Governance Committee will participate in the October 6 (Sunday after church) Taste of Things to Come, sponsored by Program Council. No food or format decisions yet for Oct. 6.

C. Next committee meeting is Thursday, October 3.

D. Meeting Adjourned at 9-something.

Mary V. Taylor, Acting Secretary

Meeting called to order by chair Steve Mead at 7:34pm. The full committee was in attendance: Donna Coble, Corinne Esneault, Steve Mead, Marianne Pinney, David Roundy, Mary Taylor, James Dacy

Also in attendance at this meeting were Daniel and Bonnie. Observing was Bobbi Linkemer.

Minutes of the July 18, 2002 meeting were approved with two name corrections and one grammatical correction.

Following the approval of the minutes, an open discussion took place between the committee and the ministers.

The first topic discussed was the length of time the committee should take to develop a governance model. In order to determine the time frame the objectives of the committee need to be better defined. The ending point should be when the committee delivers a report to the Board. Implementation of the report should be the responsibility of a different committee.

The second topic was the involvement of the congregation. Many Chapel members do not care to be involved in the detail of the chapel. Others only get interested when change directly affects them. Others will want to be involved when change affects an area in which they are involved, such as committees. The Governance Committee is very concerned that any Chapel member who wants to have input has an opportunity to do so.

A third topic centered on thinking beyond existing barriers. An example was not trying to grow because we have no room. Instead we need to determine where we want to go and then develop a way to get there. Eliot is made up of past, present and future members. Members come to church for internal reasons but develop by looking outward. The new governance structure should support the spiritual ministry of the congregation, develop process for committees and study Eliot's dynamics to shorten processes. Members who will be experiencing change must be able to see what they are getting from the new governance structure. We should ask: What is Eliot's potential?

A fourth topic concerned the organization of the various committees. There is a need for program direction. An important part of the Committee's purpose is to resolve the program direction issue.

A fifth topic concerned how Eliot handles volunteers. It was observed that we now work them until they drop, bogging them down in administrative work. A better way might be to have the paid staff do the administrative work and concentrate more on motivating members to family or small group ministry and take more into account of what a member wants rather than what the chapel wants.

A discussion followed on the role of the External Sub-Committee. The sub-committee was having trouble assimilating data and wanted more full committee involvement. A suggestion was made to break the data down and compare smaller segments.

Corinne gave a preliminary report on the internal assessment interviews, which was organized according to Eliot Chapel's strengths, weaknesses and potential recommendations. Interviews are still being conducted and should be completed in the next few weeks.

Steve asked the committee to rank the recommendations and weaknesses of Eliot that were summarized in Corinne's report. Rankings should be in two scales from 1 to 10. One scale should be impact and the other longevity.

A letter to the congregation announcing a Town Hall Meeting will be sent within the next two weeks. Steve will sign the letter.

Next meeting will be September 17, 2002, at 7:30pm. The meeting was adjourned at 9:08pm.

James E. Dacy
September 2, 2002

Meeting called to order by Steve Mead at 7:33pm. The full committee was in attendance: Donna Coble, Corinne Esneault, Steve Mead, Marianne Pinney, David Roundy, Mary Taylor, James Dacy

There were no formal minutes taken at the June 6, 2002 meeting with Angela Merkert.

Steve advised the committee that we can post our committee minutes and other items on the Chapel Web Site by contacting Chery Green. Steve asked that Jim Dacy send approved minutes to Sherrie for posting. A copy of the approved minutes should also be sent to Jill Saunders.

Corrine reported that it has been difficult to conduct interviews during the summer due to people being on vacation or otherwise not available. She has interviewed all Board members except Dave Roundy. She also needs to interview the past and present Program Committee chairs.

Some general themes have come from her interviews. One is that the new ministers should take their time getting to know the chapel and its people before making changes.

The second was that most interviewees felt that giving more authority to the Lead Minister was a good thing.

A suggestion was made that Corrine also talk to Board Committee chairs. A list of chairs was reviewed.

Corrine pointed out that she has told all interviewees that comments will be kept confidential. Her final report will be in summary form and will not identify individuals with specific comments or opinions.

Donna reported that the policy review was about done and there was a gap where no information was found. Nancy Singer will now organize the existing policies in one location. We now need to look at the policies in light of the new Governance Structure.

A discussion took place regarding personnel policies. An issue was raised over ether whether personnel policies gave the Chapel more or less legal protection. The general consensus of the committee was that, as the Chapel grows formal policies are more important.

Marianne reported that the several units of the Girl Scouts of America had gone to the Carver governance model seven or eight years ago and now all but one had abandoned it. The major issue seemed to be a deterioration of volunteer participation in fund raising when an employee was put in charge. However, this issue can be accommodated within Carver. Consensus was that fund raising would remain with the Board.

Donna reported that our presentation to the Board on June 18, was well received.

A lengthy discussion was held regarding The Governance Committee Recommendation for the Initial Delegation of Authority. Marianne's draft was used as a template. After much debate the last sentence of the draft was eliminated and the words "hiring, terminating" were added to the first sentence. By a vote of 6-0, one abstention, the following was approved to be presented to the Board.

That the board of trustees delegate administrative and supervisory authority of all employed staff to the lead minister including decisions regarding duties, schedules, hours worked, evaluation, discipline, hiring, termination, compensation and organization. The lead minister may at his/her discretion, organize employees into units with intermediate supervisors. All decisions must be made within the parameters of Chapel policies with special attention to those regarding personnel and approved budgets.

The next order of business was the congregational letter. A draft prepared by David was distributed to the committee. It was agreed to review the letter and exchange email comments before our next meeting. This letter needs to go out before the October Town Meeting.

Also on the agenda for the next meeting is the development of a timeline which the Board requested. Steve presented a template for the committee to review before the next meeting.

The next meeting is August 26th at 7:30pm.

The meeting was adjourned at 9:03pm.

James E. Dacy - Prepared July 19, 2002

Meeting called to order by chair Steve Mead at 7:31pm. The full committee was in attendance: Donna Coble, Corinne Esneault, Steve Mead, Marianne Pinney, David Roundy, Mary Taylor, James Dacy

Minutes of last meeting approved with one correction by Mary on a book title. It should read Boards That Make A Difference.

Following the approval of the minutes, there was a short discussion regarding the books Mary has accumulated.

Internal assessment update:

Corinne reported she planned to start her assessment interviews with both the present and past Board Chair. Following those interviews, she would interview the Program Council Chair followed by the Church staff.

A general discussion took place regarding the clarification of our implementation schedule with the Board. The consensus is that we need to have some basic Governance recommendation in place so Daniel and Bonnie have some footing on which to start their ministry.

A second discussion developed regarding barriers to change, perceptions of different groups and the importance of communications. An observation was made that what may seem like a major governance change to us may not seem like a major change to the congregation at large.

Donna reported that she expects to finish the policy review soon.

External assessment update:

Jim reported that he had talked with the First Unitarian Church in Ann Arbor and briefed the committee on that conversation. Jim also received a copy of that church's final Governance Committee report and will email it to the group

Steve reported that he had reviewed the policies of the Dallas, San Francisco, Florida District and St. Paul Churches.

The committee discussed the Carver model and if we were ready to proceed with that model. The following general points were made:

• Less change was more desirable.
• Not ready to commit to a model yet.
• There seemed to be little difference between models.
• Carver model seemed negative in its tone.
• A hybrid model might be the best.
• Carver uses negativity because it is smaller universe, therefore easier defined.

The timetable for completion is of concern and the issue of having a base for Daniel and Bonnie was again discussed.

A decision on deciding on a model was tabled and a discussion on relationships, managerial design and philosophy followed. This discussion developed into a brainstorming session. Although no consensus was achieved, it was a very production discussion.

The last topic of the meeting was a review of the vision statement. David will revise one last time.

The next meeting is June 6, at 7pm. with Angela Merkert. Mary will chair this meeting in Steve's absence.

The meeting was adjourned at 9:00pm.

James E. Dacy - May 24, 2002

Meeting called to order by Donna Coble at 7:30pm. The full committee was in attendance: Donna Coble, Corinne Esneault, Steve Mead, Marianne Pinney, David Roundy, Mary Taylor, James Dacy

Donna asked for a volunteer to take notes either on a permanent or rotating basis. Jim Dacy volunteered for this meeting. It was also decided that minutes would be distributed to the committee members by email and would require approval at each subsequent meeting.

Donna also reported that since she was on the Board she should not chair our committee. This issue was put on the agenda for later discussion.

Donna had distributed an agenda before the meeting. First order of business on the agenda was a review of our meeting with new ministers, Rev. Dr. Daniel O'Connell and Rev. Bonnie Vegiard on April 11, 2002.

The consensus was that the meeting went well. Ministers were pleased with the progress of our committee. Bonnie and Daniel's directness and their observations impressed us. We will rely on email communication with the new ministers until August.

Second agenda item was a review of the task group status.

Donna reported the she was reviewing Eliot policies and trying to put them in order of some kind. Files are not currently kept in a central location and several months of Program Council Minutes were not found in the administrative offices. Financial policies were in better shape than most.

There was a general discussion on our Committee's role and the consensus was that we should not develop policy. It was also observed that anything that is truly a policy should be reflected in Board minutes.

Mary reported that she had checked out John Carver's Board Makes A Difference from the library and had ordered three other books including Reinventing Your Board.

Jim reported that he had retrieved policies and some Governance Committee information from the Ann Arbor UUA Web Site but wanted some guidance on what questions to ask before contacting the Governance Committee Chair. Suggested questions included communications with the congregation, land mines, and what he would do differently.

The third agenda item was a discussion of the Vision Statement.

David has previously distributed his first draft of the statement and now submitted it for approval. Several suggestions were made: include congregation in the vision, is "foster" the right word and "joy and constant renewal" should be included. David will rework and provide a second draft.

The fourth agenda item was a Carver Governance Model Exploration exercise/workshop conducted by Steve Mead. This exercise involved establishing councils and assigning functions and tasks to each council. This exercise generated discussion on several topics and lasted forty minutes and could have gone on if time permitted. Consensus was that we needed more knowledge of the Carver Model and time to absorb it. Steve had done a lot of work preparing this exercise and provided significant reading material. We will address these issues again at our May 23rd meeting after we have a chance to better familiarize ourselves with Carver.

The fifth agenda item was communication with the Board. Donna suggested we should meet with the Board at the June 18th Board meeting. A concern was raised regarding our mission and the long-range planning/strategic planning Board committee. This discussion developed into a spirited discussion regarding what Eliot is about, vision/mission statement purpose, if we needed another congregational survey (one was done two years ago) and the time line of our committee. These issues will continue to be addressed on May 23rd.

The sixth agenda item involved the June 6th, 7pm meeting with Angela Merkert. Mary will bring Angela up to date on our progress.

A question was raised regarding a Governance Committee statement for the annual meeting packet. David will draft a statement.

The issue of a new committee chair was revisited. Steve Mead was nominated and unanimously approved as the new Chair.

Next meeting is scheduled for May 23, 2002 at 7:30PM.

The meeting was adjourned at 9:04pm

James E. Dacy - Prepared May 3, 2002