Friday, September 06, 2013

What is happening to UTO?

UPDATE: A news release from the Presiding Bishop is here and here

If you are an Episcopalian you are probably familiar with UTO through its Blue Boxes. The little box you put on your desk or in your kitchen where you are encouraged to put in a donation for every blessing you encounter each day. Cultivating the habit of gratitude is the goal of UTO. And when all those coins are added together, grants are made to support and improve the lives of many around the world. This ministry has been in existence for 125 years and collected millions of dollars to be disbursed in grants.

The Blue Box is commemorated in a stained glass window at St Matthew's Episcopal Church in Fairbanks. Bishop Gordon's airplane, known throughout Alaska as "The Blue Box" was bought with UTO funds.

So why are there concerns about this ministry now? (Long post ahead)

In 2012 General Convention received a report on UTO in the Blue Book (reports and resolutions for the Convention to consider.) from a Task Force of Executive Council which says in part:
INC-055 Ad-Hoc Committee on the Study of the United Thank Offering

The Ad-Hoc Committee believes that the tension between United Thank Offering as a prayerful ingathering source for mission that uses its resources as it decides (within the bounds of DFMS and General Convention regulations) and the program offices of The Episcopal Church, is a creative one.

The Ad-Hoc Committee believes that there is good reason to believe that the Domestic and Foreign Missionary Society/ The Executive Council of The Episcopal Church has become an increasingly regulatory corporation in its almost 100 year history. That is, it has moved from being a source of missionary vision to being a source of regulation of vision articulated elsewhere. The Ad-Hoc Committee believes that The United Thank Offering can be a source of vision and that accepting that call to prophetic ministry will open United Thank Offering to renewed vocation in the Twenty-first Century.

The United Thank Offering Committee/Board is a “grounds up” organization, whose foundational vision is the simple act of thanksgiving at the altar of daily life. The question of role, purpose and function of United Thank Offering is grounded in the activity of thankful giving, the function of ingathering and the purposes derived from the giving community, and at the same time is found in the relation United Thank Offering has to the corporate life of The Episcopal Church.

We believe that the United Thank Offering must continue to be autonomous but interdependent as regards the corporate entity that constitutes The Episcopal Church. The role, purpose and function of UTO is understood as an organizational vocation within the wider role, purpose and function of the corporate body. Our recommendations on these matters are directed to those bodies of General Convention and Executive Council concerned with the mission structure of the Church.
Last week 4 Board members resigned. Mark Harris has their letter here.

Below is the document with the proposed bylaw changes:

While the proposal does offer some helpful ideas about policies and procedures, some things of concern that I see:
Overall it moves total control to the Chief Operating Officer of the Episcopal Church with a small advisory role for the "Board," where is the participation by UTO in the granting process? in communications? in any oversight of monies given to UTO?
It removes references to the main goal of heightening awareness of gratitude in our lives, it no longer has any relationship to the Episcopal Church Women (primary supporters of this ministry), 
It removes the UTO role in development of materials and training local UTO coordinators, though the report to General Convention encouraged a continuing autonomy for UTO with interdependence - this removes all autonomy.

What do you think? (strike through and unmarked is text from current bylaws, underlined is new text in proposed bylaws)
Draft received from DFMS 8/29/13
UNITED THANK OFFERING BOARD BYLAWS
ARTICLE I 
Name 
Section 1: The name of the organization shall be “United Thank Offering Board” (“the Board” or “Board”). The Board is a ministry of The Episcopal Church and is subject to the Constitutions and Canons of The Episcopal Church. The Board’s mission, is as follows: 1) promote an attitude and culture of thankfulness within The Episcopal Church, 2) assist in raising awareness of the United Thank Offering (UTO) 3) assist in raising money to support mission throughout the world, 4) to recommend priorities and criteria for current year grants, 5) to evaluate solicited grant applications based on said criteria, 6) to recommend dispersal of said grants to the Executive Council of The Episcopal Church, through The Episcopal Church Finance and Mission Departments, and 7) establish and nurture relationships with those who are awarded grants.

ARTICLE II 
Purpose  
Section 1: The purpose and aim of United Thank Offering the Board shall be benevolent and/or charitable, education, granting and social, offering through a daily ministry of prayer and gratitude for blessings tangible support for the work of the church throughout the world. to evaluate existing policies, priorities and grant criteria as approved by the Chief Operating Officer of DFMS, or his/her designate, and to evaluate solicited grants based on said approved criteria and to recommend dispersal of said grants to the Executive Council of The Episcopal Church through the Finance and Mission Departments of The Domestic and Foreign Missionary Society of the Protestant Episcopal Church in the United States of America (“DFMS”). 
ARTICLE IIIARTICLE VI 
Business 
Section 1: These Bylaws shall become effective upon their approval by a majority of the members of The United Thank Offering Board and subsequent approval by the Executive Council of The Episcopal Church DFMS.Section 2: The affairs of United Thank Offering shall be controlled and administered by the United Thank Offering Board, consisting of fifteen (15) members as set forth in Articles II and III.Section 3: 
Section 1: The Board shall be accountable to DFMS, The Executive Council and General Convention regarding the business of the Board. 
Section 2: The United Thank Offering Board shall conduct all business with in accordance to with The Constitution and Canons of The Episcopal Church, Bylaws and policies of the Domestic and Foreign Missionary Society DFMS, Memorandum(s) of Understanding (MOU) (s)/Letters of Agreement(s) between the Officers of DFMS the Domestic and Foreign Missionary Society and United Thank Offering the Board and the Bylaws and Policies and Procedures of the United Thank Offering Board. Nothing contained in the Board’s Policies and Procedures shall conflict with The Constitutions and Canons of The Episcopal Church, Bylaws and policies of DFMS, MOU and the Board’s Bylaws. 
Section 3: The United Thank Offering Board shall present the names of those elected to the United Thank Offering Board to at the first meeting of the Executive Council of the Episcopal Church following The General Convention for its approval. 
Section 4: The United Thank Offering Board shall (but is not limited to): Duties of the Board shall be as follows:a. develop and implement recommend strategic plans, policies and criteria for the granting process to the Chief Operating Officer of DFMS or his/her designate;b. provide education for the United Thank Offering network;c. plan communication strategy;d.. provide tools and materials;e. attend all Board meetings and any special meetings or training for the organization;f. serve as Triennial Meeting delegates;b. make recommendations to the Executive Council of The Episcopal Church regarding United Thank Offering grants awards; andc. publish Annual Reports of the United Thank Offering Board granting activities and post minutes of meetings reports post-meetings for Executive Council. 
Section 5: Any and all Ingatherings contributions and interest earned thereon shall belong to only be distributed by grants awarded by the Board and the Executive Council of The Episcopal Church. United Thank Offering and will be distributed through awarded grants only. 
Section 7: The President, Vice President and Finance Officer of the United Thank Offering Board shall review contract(s) for vendors at the approval and direction of said Board, in the name of and on behalf of United Thank Offering and such authority may be general or defined in specific instances as authorized by these Bylaws. Document(s) shall be submitted after review of the Legal Department of the Domestic and Foreign Missionary Society and approval of the United Thank Offering Board to the appropriate signatory for the Domestic and Foreign Missionary Society and United Thank Offering Board. 
Section 6: The United Thank Offering Board shall keep correct and complete books and records of account and also shall keep minutes of all United Thank Offering Board and committee proceedings, to include committees having any of the authority of the United Thank Offering Board and shall keep at its principal office a record giving which shall include names, addresses and telephone numbers of current United Thank Offering Board Members.a. The dissolution, merger or consolidation of the organization;b. the designation of any such committee or changing the number of members of The United Thank Offering Board or the filling of vacancies in any committee;c. the amendment or repeal of these Bylaws or the adoption of new Bylaws;d. the amendment or repeal of an resolution of The United Thank Offering Board that by its terms cannot be amended or repealed except by the action of The United Thank Offering Board.Section 10: The United Thank Offering Board shall interpret the United Thank Offering Bylaws. The United Thank Offering Board’s decision being final except in the matters affected by the Constitution and Canons of The Episcopal Church and the Bylaws and Policies of the Domestic and Foreign Missionary Society of the Protestant Episcopal Church in the United States of America. 
Section 8: Members of the United Thank Offering Board shall not be entitled to compensation for their services. as members. By resolution of the Board, either specific and limited or general and continuing, reasonable travel, hotel and other expenses may be allowed for attending and returning from any meeting of the United Thank Offering Board or for attending and returning from any meeting of the Executive or any other Committees or in connection with the affairs of the United Thank Offering as provided in the Policies and Procedures. A member shall be barred from serving United Thank Offering in any other capacity and receiving reasonable compensation for such other services. 
Section 9: Vacancies created by the death, resignation, or incapacity of any Board member shall be filled by the Province the person represents or by the United Thank Offering Board in the case of a Member-At-Large or by the Presiding Bishop in the case of the Executive Council member and by the Presiding Bishop and President of the House of Deputies and United Thank Offering President in case of an Appointed Member. a. When a Member-At-Large is replaced, the person must be from a Province that does not currently have a Member-At-Large and the vacancy caused by moving a Province Representative to a Member-At-Large slot will shall necessitate following procedure for that Province to select a new Province Representative. 
Section 13: Upon liquidation or cessation of the activities of United Thank Offering, the assets (physical, financial and intellectual), will revert to the Domestic and Foreign Missionary Society and shall be used first to satisfy all debts and other encumbrances against United Thank Offering.a. To the extent not used as indicated above, all Ingathering contributions and interest earned therein shall be used for missionary work; andb. Trust Funds will be resolved in accordance with the trust and fiduciary responsibilities of the Trustees. 
Section 10: Any action required to be taken at a meeting of The United Thank Offering Board, or any action that may be taken at a meeting of The United Thank Offering Board, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Board members and be filed with the minutes of the proceedings. Interim acts shall be approved and ratified at a subsequent meeting of the Board by a majority vote and included in the minutes of that meeting. 
ARTICLE IV 
Meetings 
Section 1: There shall be at least two (2) public meetings per year of The United Thank OfferingBoard. All meetings of The United Thank Offering Board are mandatory. It is expected that all members of the Board attend all regularly scheduled and special meetings of the Board for which notice has been provided.  Failure to attend the meetings may be grounds for removal from office, as provided in these Bylaws. 
Section 2: The first scheduled United Thank Offering Board Meeting after the Triennial Meeting General Convention of the Episcopal Church shall include orientation and training provided by the General Convention Office to all CCABs. 
Section 3: Special Meetings of the United Thank Offering Board may be called at any time by the President or by five (5) members of the Board. All members shall be given at least twenty-one (21) days’ notice of a Annual regular meeting and at least seven (7) days’ notice of a special meeting. 
Section 4: Notice of meetings may be given personally or by first class mail, email, telegram, cablegram, telex or facsimile transmission must be given in writing and shall be deemed given when the message mailed or when the telegram, cablegram, telex or facsimile transmission is sent, addressed to the member at his or her business or residence. No other business but that specified in the notice may be transacted at such a Special Meeting without a majority consent of at least seventy-five percent (75%) of Board members present at such meeting. except Business associated with removal of Board member or Officer of the Board or election of Officer(s). The removal of Board member(s) or Officer(s) of the Board or amendments to the Bylaws shall be transacted only in following notice. Notice of any such meeting or of the purpose of a special meeting may be waived by an instrument in writing. Attendance of a Board Member at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, the manner in which it has been called or convened, and of notice of the purpose of the meeting, except when a Member states, at the beginning of the meeting, any such objections or objections to the transactions of the business. 
Section 5: Any meeting of the United Thank Offering Board may be held within or outside these United States of America, such place as may be determined by the President and/or Vice President of the United Thank Offering Board in consultation with the Mission Department and the General Convention Office. 
Section 6: Members of the United Thank Offering Board or any committee thereof may participate in any meeting of the United Thank Offering Board or any committee thereof by means of conference telephone or similar communication equipment of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute presence in person at such meeting.Section 5: Each voting Member of the United Thank Offering Board shall be allowed to vote either in person or by signed and notarized proxy. Proxies shall be accepted ONLY in the case of medical or family emergencies.

Section 7: Regular business presented at United Thank Offering Board meetings shall be decided by a majority vote of those members present. 
Section 8: A quorum for the transaction of any business shall be a majority seventy-five percent (75%) of the United Thank Offering Board. If a quorum is present and except otherwise specifically provided in these Bylaws, the United Thank Offering Board may act upon a majority vote of the United Thank Offering Board members present at the meeting. Every member of the United Thank Offering Board shall have one vote. 
Article V 
Membership 
Section 1: The membership shall consist of one (1) Representative from each of the nine (9) Provinces of The Episcopal Church, three (3) Members-At-Large, two (2) Appointed Members and one (1) member of the Executive Council of The Episcopal Church. 
Section 2: All members shall be adult communicants in good standing confirmed members of The Episcopal Church. 
Section 3: The membership shall be elected as follows:The nine (9) Province Representatives shall be elected during the Provincial Meeting or Synod of each Province.
Three (3) Members-At-Large shall be elected by ballot at the Spring Board Meeting in the second year of the triennium, by the members of the United Thank Offering Board.One (1) Executive Council member shall be appointed jointly by the President and Vice President of the Executive Council of the Domestic and Foreign Missionary Society DFMS. Two (2) Appointed Members shall be appointed jointly by the President and Vice President of the Executive Council of the Domestic and Foreign Missionary Society DFMS. and the President of United Thank Offering. 
Section 4: All members shall be elected for a term of three (3) years and assume office immediately following the Triennial Meeting of the Episcopal Church Women General Convention of The Episcopal Church. 
Section 5: No member shall serve more than two (2) consecutive terms, unless fulfilling an unexpired term of eighteen (18) months or less. 
Section 6: A member filling an unexpired term of fewer than eighteen (18) months is eligible to serve two (2) additional terms. 
Section 7: Members of the United Thank Offering shall constitute the United Thank Offering Board. 
Section 7: 
ARTICLE XI 
Disciplinary Action a. Disciplinary action shall be enforced A Board member may be removed for the following reasons:
Failure or refusal to adhere to the Board’s United Thank Offering Bylaws, United Thank Offering Policies and Procedures, United Thank Offering Oath of Confidentiality and the Constitutions and Canons of The Episcopal Church; the Bylaws and Policies and Procedures of DFMS; the Domestic and Foreign Missionary Society.
Committing a breach of confidentiality;
Consistently failing or refusing to perform the duties assigned by the President, Executive Committee and Committee(s) Convener(s);
Exhibiting combative, obstructive and unethical behavior; Consistent pattern of behavior unbecoming a Board Member; and
Failing Failure to satisfy meet United Thank Offering Board member qualifications.
Removal of a Board Member for all of the above reasons shall be accomplished by a recommendation by the President, vote of the Executive Committee and vote of the full Board. The President shall provide the Board Member subject to removal written notice of the charge(s) at least fifteen (15) days prior to the meeting of the Executive Committee on which the matter is scheduled. The Board Member may appeal in writing to the Executive Committee seven (7) days before the scheduled meeting. The Executive Committee must respond before the next full Board meeting, or within (10) days whichever is sooner. If the appeal to the Executive Committee is denied, or if no timely appeal is submitted, the proposed removal shall be subject to a vote at the next regular Board meeting. Removal shall require a majority vote by the Board.
Section 2: Strongly felt disagreements or unpopular viewpoints are not grounds for Board dismissal however, if the Board member continuously disrupt meetings, that Board member shall be removed from the United Thank Offering Board.
Section 3: A United Thank Offering Board member shall be removed by a majority vote of the United Thank Offering Board at a Regular Board Meeting. 
ARTICLE VI 
Officers 
Section 1: The Officers of the United Thank Offering Board shall consist of a President, Vice President and Secretary. and Finance Officer. 
Section 2: The Officers of the United Thank Offering Board shall be elected as follows:
The President-Elect shall be elected at the last official United Thank Offering Board Meeting held in the Spring of the third year of the triennium prior to General Convention of The Episcopal Church by the current United Thank Offering Board.
Nominees for the office of President-Elect shall be persons elected to serve the next triennium either as UTO Province Representatives or Members-At-Large. They must have served at least one year on the United Thank Offering Board prior to election.
Election shall be by a majority vote of the voting United Thank Offering Board Members present.
The President-Elect will assume office immediately following the Triennial Meeting General Convention of The Episcopal Church.
Election of Vice President and Secretary and Finance Officer shall be by ballot.
Election shall occur at the first meeting of the United Thank Offering Board following the Triennial Meeting General Convention of the Episcopal Church.
All United Thank Offering Board members except the President may be considered nominees for these offices, subject to the one year requirement set forth in Section 2(a)(1) of this Article.
Voting shall proceed with one (1) position at a time in the following order: Vice President and Secretary. and Finance Officer.
The first ballot shall have the position and names of those willing to serve. Any nominee receiving the majority of votes shall be elected. In any election of officers, following the second ballot, if there is no election, the candidate receiving the lowest number of votes will be removed from the list of candidates and the remaining candidates will be placed on the next ballot, and in like manner following each successive vote required the candidate receiving the lowest number of votes will be removed from the list of candidates on the next ballot. In the case of a tie between two candidates, unresolved after the next ballot, the President shall cast a single vote for one of the two candidates. Those persons elected shall assume office immediately upon approval by the Executive Council of The Episcopal Church. 
Section 3: All Officers shall be elected for a term of three (3) years or until their successor(s) is/are elected. 
Section 4: Duties of the Officers shall include (but not limited to):
The President shall
be the Chief Executive Officer and shall be responsible for the administration of Board Bylaws and Policies and Procedures.
The President shall preside at all meetings of the United Thank Offering Board including Special Meeting(s), Executive Committee Meeting(s) and United Thank Offering Board meetings held during the Triennial Meeting. The President may delegate his or her authority to preside at such meetings to any other Executive Committee Member of the United Thank Offering Board. The President shall be responsible for the functioning of the organization and duties shall include (but not limited to):
Oversee the implementation of actions taken by the Board.
Appoint all committees and chairpersons after consultation with the Executive Committee;
Prepare meeting agendas in cooperation with the other Executive Committee members and the Mission Department;
Submit an Annual Report of the organization to the Executive Council of The Episcopal Church DFMS regarding the granting process and the minutes following each meeting of the United Thank Offering Board;
Publicly represent the United Thank Offering Board when called upon to do so by DFMS staff or appoint a Board member as a representative;
Serve as a member of the Joint Committee for United Thank Offering the Board and the National Episcopal Church Women Boards;
7. Communicate with other organizations within The Episcopal Church and with ecumenical and other groups; and
8. Perform such other duties as may be required by the Bylaws, and other rules of the organization as requested by the United Thank Offering Board.
The Board President shall from time to time meet with the Officers of DFMS and the person who shall be designated the United Thank Offering Missioner.
The Vice President shall
preside at all meetings of the United Thank Offering Board in the absence of the President, or at the request of the President. Duties shall include:
1. Arrange United Thank Offering Board and Executive Committee Meeting locations and site preparations in consultation with the Executive Committee;
Make provisions for devotions at all meetings and see that spiritual focus is maintained;
3. Assist in preparation of meeting agendas; and
Perform such other duties as may be required by the Bylaws, other rules of the organization or as requested by the President or Board.
c. The Secretary shall
see that accurate minutes are taken, approved by the Board, posted for Executive Council and preserved in the records of the Board and the Archives of DFMS. shall keep complete, recorded (taped), typed and accurate records of minutes of all meetings of The Board,
shall keep a record of accurate addresses of Board members in order to give and serve notices of meetings, and have charge of the Minutes book, and shall
perform such other duties and have such other powers as may from time to time be delegated to her by the President or the Board.
d. The Finance Officer shall be charged with the management of the financial affairs of the organization, acting under the supervision or direction of the President. The Finance Officer shall in general perform all the duties incident to that office and such other duties as from time to time may be assigned to her by the President or the Board. The Finance Officer shall not be authorized to open a checking, savings or any other account(s) with any banking and/or financial institution on behalf of United Thank Offering. The Finance Officer shall render at stated periods as the Board shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of such meeting. All accounting ledgers shall be available for review by the Board at all times. The Finance Officer shall:
1. Assure United Thank Offering operates in accordance with the financial practices and guidelines of the Domestic and Foreign Missionary Society (DFMS);
2. Have thorough understanding of the “accounting practices and procedures” used by the Domestic and Foreign Missionary Society (DFMS);
3. Serve as Chairman of the Finance Committee;
4. Collect, process, approve and retain a file copy of all reimbursement documentation before forwarding to the United Thank Offering Coordinator for delivery to the Chief Financial Officer of The Episcopal Church for distribution of payment.
5. Educate United Thank Offering Board Members on financial and budgetary matters.
6. Assist in preparation of Board Meeting Agendas;
7. Responsible for providing records for an annual audit of United Thank Offerings finances as required by the Domestic and Foreign Missionary Society (DFMS);
8. Present a Triennium Budget for approval by the United Thank Offering Board;
9. Perform other duties as required in the Bylaws, other rules of the organization, or as requested by the President or the United Thank Offering Board. 
Section 5: Vacancies shall be handled as follows: The office of President shall be filled by the Vice President and the positions of Vice President and Secretary and Finance Officer shall be elected by the members of the United Thank Offering Board. 
Section 6: Any officer assistant officer and/or agent elected by the United Thank Offering Board will be removed from the United Thank Offering Board by a majority vote of the United Thank Offering Board, whenever in its judgment the best interests of United Thank Offering will be served thereby. elected by the Board may be removed from the Board by a majority vote.
Section 7: The other officers, if any, shall perform such duties as are generally performed by officers with equivalent restrictions on title, if any, and shall perform such other duties and exercise such other powers as the President or majority of the Board shall request and/or delegate.

ARTICLE VII 
Executive Committees 
Section 1: Committees of the Board The United Thank Offering Board by resolution adopted by the entire Board may designate one or more committees, including an Executive Committee which shall have the full power and authority of the Board except as limited in these Bylaws. Each such committee shall consist of at least three (3) United Thank Offering Board members. Each such committee, to the extent provided herein or in such resolution, shall have the authority of The United Thank Offering Board. However, no such committee shall have authority as to any of the following matters. 
Section 2: The Executive Committee shall consist of the President, Vice President and Secretary and Finance Officer.
Section 2: have its meetings called by the President or by the written request of two (2) members of the Committee.
have the Secretary keep minutes of all Executive Committee Meetings.
Section 3: The Executive Committee act for the United Thank Offering Board between meetings. It shall have the authority to handle policy pertaining to the operations, structure and finances of the Board United Thank Offering. It shall have authority to designate expenditures pertaining to previously awarded grants. The Executive Committee shall not modify any action taken by the United Thank Offering Board regarding the nature of grant awards.
fill any vacancies on a committee and may in its discretion change the designation or number of members serving on a committee.
 ARTICLE VIII
Committees
Section 1: Communications - The Communications Committee shall be responsible for communicating United Thank Offerings purpose and work to varied publics through its printed inspirational materials, electronic means, audiovisual productions and publications. 
Section 3: Continuing Review - The Continuing Review Committee shall monitor and provide continuing evaluation of the work in all areas of the Board United Thank Offering.
Section 3: Covenant Network - The Covenant Network Committee shall be responsible for communications between all autonomous provinces formerly of The Episcopal Church, those who are emerging as autonomous. 
Section 4: Diocesan Network - The Diocesan Network Committee, with the oversight of the DFMS staff, shall be responsible for the expansion of support at every level of leadership throughout The Episcopal Church, including but not limited to the UTO Diocesan Coordinator network. 
Section 5: Face To Face – The Face To Face Committee, with the oversight DFMS staff, shall be responsible for developing, organizing and implementing training for United Thank Offering Diocesan Coordinators and others.
Section 6: Finance - The Finance Committee shall be responsible for reviewing and accounting for all United Thank Offering finances, as well as preparing a budget for each triennium.
Section 7: Grant - The Grant Committee shall be responsible for reviewing applications, printing educational materials, providing training and the preparation and distribution of Granting materials.
Section 6: Memorial and Gift Trust Fund - The Memorial and Gift Trust Fund Committee shall be responsible for the promotion of the Memorial and Gift Trust Fund. and maintenance of appropriate records.
Section 7: Triennial Meeting - The Triennial Meeting Subcommittee, with the oversight of DFMS staff, shall oversee the planning and implementation of the various presentations and activities of United Thank Offering related functions held at the Triennial Meeting.
Section 8: Special committees shall be appointed by the President with the approval of the United Thank Offering Executive Committee and/or United Thank Offering the Board.
ARTICLE IX
Staff
Section 1: The United Thank Offering Board President will from time to time meet with the Officers of the Domestic and Foreign Missionary Society (DFMS) and the person who shall be designated the United Thank Offering Coordinator.
Section 2: United Thank Offering shall have an office at the principle location of the Domestic and Foreign Missionary Society.
Section 3: The United Thank Offering Coordinator shall be responsible to the United Thank
Offering Board and the Officers of the Domestic and Foreign Missionary Society (DFMS) for work undertaken on the basis of a Letter of Agreement at the time of appointment or renewal of appointment and in concert with a Memorandum of Understanding between the United Thank Offering Board and the Officers of the Domestic and Foreign Missionary Society (DFMS) concerning the responsibilities of the Coordinator as a member of the Staff of the Domestic and Foreign Missionary Society and as the United Thank Offering Coordinator.
Section 4: The United Thank Offering Coordinator serves at the will of the United Thank Offering Board and the Officers of the Domestic and Foreign Missionary Society, subject to the personnel policies and procedures of the Domestic and Foreign Missionary Society and applicable state laws.
ARTICLE X
Conflict of Interest
Section 1: In all business relationship established on behalf of United Thank Offering no member of the United Thank Offering Board shall or will inappropriately benefit or accept personal gain per the United Thank Offering.
Section 2: All in authority shall protect the interest of United Thank Offering and its reputation against actual or potential conflicting interests of outside parties, as well as any participants.
Section 3: All in authority shall avoid personal transactions or situations in which conflicts or situations might be construed as conflicting with United Thank Offering.
Section 4: All business of the United Thank Offering Board requires prior approval. No business is to be transacted on behalf of United Thank Offering without the knowledge of the United Thank Offering Board President and/or the United Thank Offering Board Executive Committee. Should a United Thank Offering Board Member deliberately disregard these rules and/or regulations of the United Thank Offering, legal action will be taken. 
ARTICLE VIII 
Bylaws Approval and Amendments 
Section 1: These Bylaws, or any amendments thereto, shall become effective upon their approval by a majority of the members of the United Thank Offering Board and subsequent approval by the Executive Council of The Episcopal Church DFMS.
Section 2: The United Thank Offering Board may propose amendments to the Bylaws, with such amendments The United Thank Offering Board, if there is a two-thirds (⅔) vote of approval by the United Thank Offering Board and subsequent approval by the Executive Council of The Episcopal Church; provided, however, that the Bylaws at no time shall contain any provision, inconsistent with law, the Constitution and Canons of The Episcopal Church or policies of the Domestic and Foreign Society. 
ARTICLE IX 
Intellectual Properties Trademarks
Section 1: All official pins, Trademarks copyrighted works, and other intellectual properties used or distributed by United Thank Offering by the Board shall be approved by The United Thank Offering Board, the Communications Department and Legal Department for DFMS. All such intellectual property remains the property of DFMS. 
ARTICLE X 
Parliamentary Authority
Section 1: The most current edition of Robert’s Rules of Order Newly Revised shall be the Parliamentary Authority for all matters of procedure not specifically covered by the Bylaws or special rules of order adopted by the United Thank Offering Board.

And a letter received from Charlie Sumners (husband of resigned Board Member) comments on the frustration of those who resigned:

Leadership’s proposal would establish standard business and fiduciary practices, including for accountability and transparency, expected in the life of the Church and as is expected of all CCABs.”

In the interest of “fact checking” the statements of Episcopal Leadership about transparency and accountability: 
After months of inquires, DMFS at the end of July provided a detailed accounting of income and expenses to the UTO board for the first time in 2 years. 
After being told the UTO board would be involved in the decision to hire a new UTO coordinator, for which they were paying half the salary, they were on one telephone interview and not allowed to ask any question to candidates about knowledge of UTO or potential suitability for the job.
 After repeated assurances that DFMS would provide a way for grant applications to be received, nothing happened by the deadline in 2013 forcing the Board to set up its own website and grant application which it did in a few days.
At one point, reacting in fear to a report that UTO had legal advice (which had been in place for four years) DFMS staffers were forbidden to talk to UTO members. 
Ingathering Fund: Unlike other DFMS funds ie: Constable, the UTO created the Ingathering fund itself. They have been able to make grants from this fund without subjecting their decisions to anyone lest there be undue influence and bias. Below is the description from the Trust Fund Book published by DFMS indicating clear ownership by UTO of at least one fund. If the COO and the Executive Council are going to “approve” the grants, the option to disapprove must also exist. DFMS does not have the right to utilize the funds in this trust. How are they to make judgments without reading every grant application and all the supporting documents?

Quote from latest Trust Fund Book
 UPDATED: see comments
Quote from latest public DFMS Trust Fund Book 
1021.00 UTO Contributions/Ingathering Funds
“This fund was established with $1,000,000 from the United Thank Offering. This is a custodial-type trust fund, meaning that DFMS is not trustee for these funds but is simply providing the owner (United Thank Offering) with access to investment management through DFMS endowment.” 
1021.00 UTO Contributions/Ingathering Funds

See no. 3 After hundreds of hours of work devising a process for granting for the 2013 season, grants were made with every board member reading every application deemed in criteria and the awards were sent to DFMS for payment. The stated goal of the grants committee was that from the end of the application process the awards would be announced within three months, and award checks received within the third month. The awards happened, but the checks were not written. Objections started coming from DFMS staff about diocesan eligibility because of past grant documentation being incomplete. The objections were technically correct but because of DMFS non-transparency the board had no knowledge of these, some of which were ten years old. In many cases the dioceses had no knowledge of any problems. There are still outstanding grant awards not sent to recipients and the UTO Board has not been kept informed of this process.

One final word about accountability: The UTO 2012-2015 board was made up of twelve women, four of whom had a PhD. degree, four more had Masters degrees, several others had professional degrees. All had held important jobs in business, law, education, healthcare, and accounting. One was a former CEO of a corporation with over 400 employees and a budget over ten million dollars. They know about accountability.



This is not a new issue-- some warned of this direction in 2009:


10 comments:

Charlie Sumners said...

This quote from the Trust Fund Book was inadvertently left out of the post of Charlie Sumners.


Quote from latest public DFMS Trust Fund Book

1021.00 UTO Contributions/Ingathering Funds

“This fund was established with $1,000,000 from the United Thank Offering. This is a custodial-type trust fund, meaning that DFMS is not trustee for these funds but is simply providing the owner (United Thank Offering) with access to investment management through DFMS endowment.”


Mark Harris said...

Glad to see the proposed bylaw changes published. I have a copy, of course, but did not feel I was released by the giver to pass it on. Thanks.

Unknown said...

I don't presume to understand all the legal implications, but I am suspicious anytime something is move to "under the COO and Executive council. I had some of the same concerns when the Presiding Bishop's Fund for World Relief became Episcopal Relief and Development.
I believe we need to maintain mission support and relief work separate from TEC command and control. Putting it all under the PB and COO is too much central power and control.
This change will negatively effect my support of UTO, as I've seen some great stuff happen in past years, that I expect will diminish under these changes.
The Rev. Ed Lovelady, Olympia, WA

EmpressPenguin said...

Has some event or action caused these changes? I quit reading after the first 6 paragraphs. I feel uneasy about these proposed changes. Ever since I joined the Episcopal Church some 20 years ago, I felt like the governing bodies of this reformed catholicism were reasonable. The grants of UTO always impressed me as balanced in giving and extremely well placed. I was pleased to serve as the UTO chair for our parish where my tagline was "count your blessings no matter how strange they are"

Again I feel these are extreme and dare I say very Roman. What can possibly be the reason for these changes?

Susan Howland said...

I was surprised to see the draft bylaws published. Such drafts usually stay in committee until they are ready to be voted on. However, now that they are public, it is clear that much of what was removed was not to restrict, but because the language was cumbersome and much of what was stricken could go in policy and procedure, which is overseen by the UTO Board. (See Article III, section 2 and Article VII Section 2) Much of the language that was added is necessary to show the IRS that DFMS has financial oversight of an entity that shares their Tax ID#. Not complying with this rule puts the whole church in jeopardy of loosing its tax exempt status...the IRS is breathing down the back of ALL non-profits, and Churches are no exception.

If one were to follow the history of the United Thank Offering one would see that the DFMS's tax ID # is used by the UTO, so this is not a change but an articulation of the reality of the structure and documenting it for the future. All checks are, and have historically been, made out to DFMS for the benefit of the UTO, because the UTO has no checking account or Tax ID #. This is also the case with the Episcopal Church Women: ECW dues, ECW or UTO dinner at Triennial, checks are made out to DFMS; all contributions from the Blue Boxes, are made out to DFMS and are sent to the DFMS lock box. On the grant side, all grants are paid from DFMS accounts holding the ingathering funds, to the diocese for distribution (slightly different for overseas.); financial accounting, administration and cost is underwritten by TEC, the dioceses, and local parishes and their treasurers.
There are lots of servant leaders in the grassroots UTO network.

Ann said...

Thanks for your comments Susan. I assume you are the president of ECW in W. MA? I agree that it is unusual to publish by laws at this stage but since it was one basis for the resignations I thought the draft needed to be seen.

Susan Howland said...

Ann, I understand the that this is an irregular situation, and perhaps more transparency is needed. Sorry I should have signed my post above: Susan Howland, Diocese of Western Massachusetts ECW president and UTO coordinator, Province I ECW VP, communication and Information (I also maintain the Province I ECW website, where the INC055 report has been posted since 2012 GC, and treasurer of Holy Trinity Church, Southbridge, MA I know...too many hats :-)

Elizabeth Kaeton said...

In addition to the proposed bylaw revision, the PB's office also released the proposed MOU (Memorandum of Understanding) which makes it abundantly clear that the proposed changes are not in keeping with the recommendations from the Advisory Committee of Executive Council.

You can find that report in the Blue Book of GC 2012 here: http://province1episcopalchurchwomen.files.wordpress.com/2012/06/inc-055-uto-report-2012.pdf. When you compare what is written there with the proposed changes to the bylaws and the proposed MOU, you will understand why four women of the UTO board resigned in protest.

Eliot Moss said...

I can see that TEC, through Executive Council, etc., needs ultimate oversight, particularly if their tax id # is being used. This seems to require, then, that TEC have final say about UTO's grant processes. However, once approved processes are in place, I think TEC needs to be in a position to question a grant only with respect to whether proper process was followed (i.e., did UTO follow the agreed upon and approved rules). Likewise, TEC should be in a position to review audit reports and the like, to be able to say that UTO is meeting good standards of practice for non-profit businesses. I doubt that TEC staff or responsible persons intend to review individual grant decisions (unless there is some compelling reason to believe something is improper). Maybe the by laws could be more clear and worded in such as way to reassure everyone that UTO will be as autonomous as possible while still meeting TEC needs for accountability to bylaws and standards.
Eliot Moss, 1st Clergy Alternate, Western Mass.

Ann said...

Good ideas Eliot, this discussion is also going on at Episcopal Café and Tobias Haller's blog In a Godward Directon.