Wednesday, September 18, 2013

UTO: a way forward

An analysis of the documents and the proposed bylaws by Will Westerfield who is an accredited parliamentarian - an expert in this field. The first part is a cover letter followed by an analysis of the draft bylaws.

Wednesday, September 18, 2013
The Rev. Gay Clark Jennings,President of the House of DeputiesThe Episcopal Church
The Right Rev. Wendell GibbsBishop, Diocese of MichiganProvince V Representative
Dear President Jennings and Bishop Gibbs,
Like many in The Episcopal Church the public conflict between members of the United Thank Offering Board and the Presiding Bishop’s senior staff has caught my attention.
I have been an Episcopalian all my adult life and have had the opportunity, which I enjoyed greatly, attending General Convention in 06 as a volunteer for Integrity USA. I have also had the opportunity, through professional engagements and volunteer work to interact with many people throughout the Church.
Parliamentary procedure has been an interest of mine since high school and I have been a member of the National Associations of Parliamentarians for over fifteen years. I hold the designation of Professional Registered Parliamentarian from that body as well.
I have spent several hours reading the existing bylaws of the UTO and the proposed changes and attached is my detailed analysis of the impact of those proposed changes. Yet I realize that bylaws don’t exist in a vacuum.
I understand that the UTO operates under the 501(c)(3) Determination Ruling held by the DFMS. Therefore ultimate accountability of the UTO resides with those with fiduciary responsibility of DFMS.
I also understand that the UTO is without peer in The Episcopal Church. There are over $60 million in assets under the primary umbrella of the UTO. There are no Boards within the current CCAB structure of which its members are not elected by legislatively action of General Convention.
I also understand these are draft bylaws and are not approved. Perhaps circulation at this juncture wasn’t intended.  However there are some blatant structural errors in the section regarding the duties of the Officers that I wouldn’t expect in any drafts. I also question why UTO Board members resigned in the face of proposed bylaws.
I realize that the proposed bylaws, and the reaction to them, are emblematic of the bigger problem that obviously a breakdown in communication between the executive staff at 815 and the existing UTO Board Members has occurred.
I have also read two versions of the publicly discussed Memorandum of Understanding. One version was clearly written by the UTO Board and the other was equally clearly written by the executive staff at 815. It is as if the two sides represented in each of the draft documents are talking at each other instead of with each other.
Parliamentary procedure is meant to be one tool in an entire suite of tools meant to promote healthy organizational development and functioning. It is not clear to me that the currently proposed bylaws fulfill this role. There are also obvious issues with the bylaws the UTO is currently operating under as well.
The UTO has made significant contributions to the life the Church throughout the world. I believe everyone who has followed the public spat agrees that the UTO can continue to do so for future generations.
One of the realities is that perhaps action should have been taken in Indianapolis so that UTO was named a formal Board and required to function as every other Board. The fact that it didn’t is a problem that also presents itself clearly in the draft bylaws. The extraordinary way in which the members of the UTO Board are elected is an example of the magnification of this problem.
I would hope that before any formal action is taken at the next Executive Council meeting in October, select members of the UTO Board, Executive Council and executive staff from 815 could sit down together, perhaps with an outside facilitator to restart talking with each other.
I realize that a number of people are speaking out regarding this issue. I hope that by writing this, I contribute positively in encouraging solutions to this problem.
I know that the House of Bishops is meeting later this week. As it is whenever HOB meets, that body will be in my intentional prayers. The same is the case of the Executive Council.
Deus Meus et Omnia,
C. William Westerfieldwill@gridservicesgroup.com989-492-0201Eastern Michigan

Article I

It is not clear why in this “Name” section the mission of the Board is initially detailed. There are major two issues here. In traditional non-profit organizational development theory, the vision of an organization is the why it exists. The mission of an organization is how it exists. Aside from the fact that most of the items listed in this section are actually things traditionally associated with the vision of an organization, there are two items (Nos. 5 & 6) that essentially mirror the Purposes set forth in Section 2.

Article II

The revisions in this section clearly change the fundamental operation of the UTO by focusing on the advisory duties it would perform under these proposed revisions.  In her public letter, dated September 12th, The Rev. Gay Clark Jennings, the President of the House of Deputies states that she believes

“that the original intent of this work was not to take authority or
grant making decisions away from the UTO board, but rather to ensure
that the United Thank Offering will continue its invaluable mission
for years to come.”

Even a generous reading of the text “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…” could not allow for any interpretation but that of a change from the UTO taking action itself to recommending how DFMS takes actions in the name of the UTO, especially in light of the fact that in 2013, the UTO made two grants
to the aforementioned Department of Mission (IDTEC1, IDTEC2) totaling $80,000.

Article III, Section 1 (Deleted and Substituted sections)

The deletion and substitution of this article makes it clear that final accountability of the UTO rests with the DFMS, General Convention and The Executive Council. Ultimately because the UTO currently operates under the 501(c)(3) designation held by DFMS, this is accurate and required by law. Even if the UTO were to obtain its own recognition of exemption by the IRS (and even if it were its own legal entity), there would be questions regarding the true state of complete independence unless there was no oversight by General Convention, The Executive Council or staff from 815.

Article III, Section 2

This simply states that the UTO will act within compliance of DFMS policies. Just as in that parish bylaws cannot conflict with diocesan bylaws that cannot conflict with General Convention, a Board of the Church cannot be in conflict with it either.
Article III, Section 3

Previously the members of the Board of the UTO were solely elected during the Triennial meeting of the ECW without any form of approval or consent from General Convention or the Executive Council. It should be noted here that no other Board of The Episcopal Church is elected in such a manner. Every other Board has its members elected by way of General Convention. Thus by letting a body outside GC elect members to a Board who are then are sent to Executive Council for its approval, the UTO is singularly unique. Strictly speaking for the sake of uniformity, this section could have specified the members of the UTO Board are to be elected by legislative action of General Convention. A problem created by this revision is that there are no publicly available criteria that the members of the Executive Council would use in determining whether or not to approve the aforementioned elections held in the ECW Triennial.

Article III, Section 4

The fact that the UTO Board will develop and recommend the “strategic plans, policies and criteria for the granting process to the COO of DFMS…” fundamentally changes the functioning of the Board from action-orientated to advisory oriented. This is further clarified by the elimination of several support duties later designated to be conducted by DFMS staff and finally by adding that the Board will “make recommendations to the Executive Council of TEC regarding UTO grant awards.” The duty to publicize Annual Reports of the Board “granting activities” is problematic because as specified earlier in the present Article and Section as well as Article I, Sections 1 and 2, it is clear that the UTO Board is making no granting activities in the traditional sense that it is making the grants. Clearly the Executive Council is the body now making the granting activities under these proposed bylaws.

Article III, Section 5

This is seemingly in conflict with the previous provisions. Is the Executive Council the body actually making the grants or is it the Executive Council together with the UTO Board actually making the grants?

Article III, Section 7

The deletion of this section further strips away job functions previously performed by UTO officers.

Article III, Sections 8, 9 & 10

The re-wording of these sections is simply a matter of compliance and clarity.

Article III, Sections 11 & 12

These were merged into other sections.
Article III, Section 13

The elimination of this article is most likely to bring the bylaws in compliance with DFMS policies.

Article IV, Sections 1,2 & 3

Modifications here are for the sake of clarity.

Article IV, Section 4

While most modifications in this section are for clarity sake, there is one change that is of particular note. The change requiring the margin of majority votes in favor of new business being considered at Special Meetings is a substantive one. This change may simple be one that brings the UTO Board operations in line with other Boards of General Convention. Traditionally business at Special Meetings have been tightly limited to that which was already on the agenda when the notice of the Special Meeting was transmitted to Board Members. Lowering the majority threshold on the passage of changing the agenda of a special meeting from 75% to a mere majority can fundamentally change not only the course but also tone deliberations in Special Meetings.

Article IV, Section 5

While the addition of the consultation by the Board President with the General Convention Office may be also bringing the operations of the UTO Board in line with other CCABs, the addition of the necessary consultation with the Mission Department as well fundamentally changes the relationship between the UTO Board and what was one of its former grant recipients.

Article IV, Section 6

This section deleted the ability for proxy votes to be transmitted during Board meetings. This is a reasonable provision alteration considering that participation by “telephone or similar communication equipment” is allowed for.

Article V, Section 1

The only addition is clarity of what larger the body “Executive Council” is a part of.
Article V, Section 2

The change in the wording from “confirmed members” to “adult communicants in good standing” is meant to bring the bylaws into conformance with other similar membership requirements.

Article V, Section 3

Of particular note is the removal of the vote/consent of the President of the UTO Board with respect to the two (2) appointed members added formerly jointly with the President and Vice President of the Executive Council. This change further highlights what some UTO Board members may view as a substantive loss in the autonomous nature they previously had with DFMS.

Article V, Section 4

This section further clarifies that the terms of office for Board members are in line officially with General Convention rather than the ECW Triennial.

Article V, Section 7 (Existing)

One reading of the elimination of the original section may be that non-UTO members may become Board members.

Article V, Section 7 (Proposed)

The discipline as outlines in this section is bringing the bylaws into compliance with GC standards.

Article VI, Section 1

The elimination of the Finance Officer is of note here. However given that the UTO utilizes the 501(c)(3) determination ruling held by the DFMS, this is likely required for compliance.

Article VI, Section 2

The revisions here bring the UTO Board elections to coincide with General Convention.

Article VI, Section 4

The elimination of the title “CEO” is in compliance with provisions of the Sarbanes-Oxley Act that required the elimination of otherwise honorific corporate business titles being given to members of an organization.

Article VI, Section 7

The elimination of this article highlights the lessened autonomy that the UTO would function under given these new bylaws.

Article VI, Section 8

The first sentence clarifies that the UTO Board President shall meet with DFMS officials.

The entire numbering & lettering sequence of Article VI from Section 4 and beyond need to be fixed for consistency sake. The presidential duties constitute Sections 4 through 8. It would make more sense to contain “presidential duties” within a single Section 4 with numbered paragraphs. Then the sentence in Section 8 regarding Vice Presidential duties would be logically Section 5 and the paragraph (c) detailing the duties of the Secretary would then be Section 6. This of course affects the remaining two numbered sections of Article VI, which would then become Sections 7 and 8. There are also other basic numbering errors throughout the document as a result of combined and deleted sections. Consistency is important for understanding a document.

Article VII

The elimination and restructuring of the committees in this article is a re-organization and fundamentally changes the duties of the entire UTO Board. Some of these changes help streamline the process by which UTO operates. However it would be almost impossible to argue that the nature of what UTO is accomplishing (“advising” versus “doing”) hasn’t changed.

Article VIII

The fact that the bylaws of the UTO are now subject to Executive Council approval further demonstrates the change in the nature of the UTO.

Article IX

The assertion that Trademarks are intellectual property of DFMS further magnifies that UTO is part of the DFMS entity.