3.2 Board Governance Process

3.2.1 Oversight and Accountability

The Board holds a fiduciary role and is legally responsible for the well-being and long-term future of Foothills Unitarian Church. It ensures that the Church's people and property serve its Mission, Values, and Vision.

Accordingly, the Board:

  1. Articulates and affirms the Church's Mission, Values, and Vision as the foundation for all ministry.

  2. Governs through policy by articulating high-level direction and guardrails to the Senior Minister.

  3. Monitors policy compliance and evaluates the Senior Minister's execution of Board-defined Ends.

  4. Links to the future by maintaining relationships with the Church's sources of authority and accountability.

  5. Makes decisions in exceptional circumstances, including:
    a. Complaints related to Board policy
    b. Grievances or misconduct involving the Senior Minister
    c. Variances from or exceptions to Board policy
    d. Senior Minister compensation decisions
    e. Capital campaign approval
    f. Large purchases or significant budget deviations

  6. Convenes Congregational Meetings as required by the Bylaws for elections, business, and special topics.

3.2.2 Monitoring

  1. The Board monitors policy compliance through a variety of methods, including regular internal reports from the Senior Minister, per the Board's monitoring calendar.

  2. The Board may appoint Ad hoc Committees or external consultants to investigate specific areas of policy compliance or concern.

  3. The Senior Minister provides: 
    a. Quarterly financial reports
    b. Annual programmatic updates on the Vision Interpretation
    c. Annual internal financial reviews in years without an external audit
    d. External financial and HR reviews at least every five years

3.2.3 Evaluation

  1. The Board and Senior Minister conduct an annual mutual review of their partnership and respective roles.

  2. The Board evaluates the Senior Minister's annual performance against the Vision Interpretation.

  3. Every three years, the Board initiates a comprehensive Senior Minister review through a mutually agreed Ad hoc Review Committee.

  4. The Board conducts an annual self-evaluation of its performance and compliance with its own policies.

  5. Committees conduct annual self-evaluations, with Ad hoc Committees completing evaluations at conclusion.

3.2.4 Policy and Bylaws Review and Retention

  1. The Board reviews its policies and Church Bylaws at least every five years to ensure alignment with the Church's Mission and ministry.

  2. Policy changes typically originate within the Board but may be suggested by members, staff, or committees.

  3. The Board partners with the Policy Committee to research, draft, and revise proposed updates.

  4. Revised policies are published annually, and the Board communicates changes to affected stakeholders.

  5. The Board manages the creation, editing, retention, and distribution of Board documents.

  6. The Board maintains and keeps current a Board of Trustees Handbook of procedures and practices to support effective operation as a Board.

3.2.5 Board Officers

The Board Officers are responsible for facilitating effective governance.

These positions are as follows:

  1. The Board President:

    • Speaks on behalf of the Board.

    • Prepares agendas and facilitates or delegates facilitation of Board meetings.

    • Ensures Board focus on strategic and fiduciary responsibilities.

    • Collaborates closely with the Senior Minister to support shared leadership.

    • Calls and manages Congregational Meetings.

  2. The President-Elect:

    • Serves in years when succession planning is in place.

    • Prepares to assume the President role.

    • Substitutes for the President as needed.

  3. The Vice President:

    • Serves when there is no President-Elect.

    • Is selected by the Board for a one-year term.

    • Substitutes for the President as needed.

  4. The Treasurer:

    • Supports Board financial oversight in collaboration with the Senior Minister.

    • Ensures timely availability and review of financial reports.

    • Plays no direct role in operational financial management.

  5. The Secretary:

    • Ensures accuracy and accessibility of Board records, minutes, and governing documents.

    • Works with staff to maintain transparency and public availability of Board materials.

 

3.2.6 Board Committees

The Board may form committees to support its governance responsibilities. Committees exist to strengthen the Board's work, not to direct operations.

Accordingly:

  1. Committees operate under Board-approved charters and may include:

    • Nominating Committee (required by Bylaws)

    • Policy Committee

    • Linkage Committee

    • Ad hoc Committees for specific, time-limited purposes

  2. Committee membership:

    • Policy and Linkage members are appointed by the Board.

    • Nominating members include three elected by the Congregation and one Board-appointed member.

  3. Committees may not:

    • Act on behalf of the Board unless explicitly authorized.

    • Intervene in Senior Minister or staff operations.

    • Exercise management authority.

  4. Each committee:

    • Conducts an annual self-evaluation (Ad hoc Committees evaluate at conclusion).

    • Operates within clearly defined objectives, timeframes, and limitations.

3.2.7 Board Ethics and Conflict of Interest

Board members are expected to act ethically, professionally, and in the best interest of the Congregation.

Accordingly, Board members shall:

  1. Disclose any real or perceived personal, financial, or relational conflicts of interest.

  2. Refrain from participating in decisions where a conflict exists.

  3. Avoid internal conflicts—e.g., familial partners may not serve simultaneously.

  4. Address violations of conduct or conflict policies promptly, prioritizing Congregational well-being and individual dignity.