UUCC Board Meeting Minutes 05-15-2013
Unitarian Universalist Congregation of Columbia
Board of Trustees
Minutes of May 15, 2013, Meeting
Attendance
Trustees present were: Ann Johnson (President), Ivy Coleman (Co-President Elect), Robin Scherer (Co-President Elect), Linda Brennison (Treasurer), Bob Whitaker (Secretary); Members at Large: Caroline Eastman, Buzzie Kelly, Jerry Moore, Phil Turner; and Ex-Officio Members: Barry Ahrendt (Past President), Neal Jones (Minister), and Michael Sullivan (Finance Committee Chair). Also present was Kevin Eason, Building and Grounds Committee Chair (partial attendance).
Call to Order and Establishment of Quorum
The meeting was called to order by Ann at 6:32 PM. She noted a quorum was present.
Reading
Linda read “The More Loving One” by W. H. Auden. The reading appears in end note[i]. Elizabeth has volunteered to provide the reading for the June Board meeting, as it will be her last meeting of her term.
Sign-up for June Announcements
June 2 – Ivy or Robin
June 9 – Ann
June 16 – Buzzie
June 23 – Phil
June 30 – Elizabeth
Approval of Minutes
On a motion by Phil, seconded by Buzzie, the minutes of the April 17, 2013, Board meeting were unanimously approved.
Consent Agenda
The Administrator’s Report was received on the consent agenda. The DRE’s, Treasurer’s, and Minister’s Reports were removed for further discussion.
DRE’s Report
The DRE’s Report notes regarding inappropriate trash being found on the playground by the DRE led to discussion of the need to keep the playground gate locked at all times when the playground is not in use by members or their families. Mike reminded the Board of our liability in leaving the premises unsecured and mentioned the Church Mutual Insurance Company’s online information on playground liability and safety. The current situation will be discussed further at the June RE Committee meeting, and Ann will attend as Board liaison.
Treasurer’s Report
Linda reported that she has been working on the three-page application to consolidate the Congregation’s mortgage and line-of-credit loans while rates remain low. She anticipated completion of the application during the following week.
Minister’s Report
Neal presented a rental application made by Howlmore Animal Sanctuary to the Board for approval, though such requests do not require Board action. The request was to use the Social Hall for their annual “Shag and Wag” fund-raising party, which includes the invitation to volunteers and donors to bring their dogs to a social function. Their request included assurances that all clean-up would be handled by Howlmore. Potential dates are June 22 or 29, or July 6 or 13, 2013. On a motion by Jerry , seconded by Caroline and Robin, the request for the rental was unanimously approved.
Committee Fair Update
Buzzie provided an update on progress on the Committee Fair planned after the service on May 19, 2013. She is still waiting on responses from 4 committees and will follow up with them. She is also developing a set of Frequently Asked Questions.
Delegates to General Assembly
On a motion by Linda, seconded by Robin, Neal Jones, Alison Thirkield, and Pat Mohr were nominated as delegates to the upcoming UU General Assembly. The motion was unanimously approved.
Sanctuary Windows Bid
Kevin Eason, Chair, Buildings and Grounds Committee, summarized the three bids obtained to paint the exterior wood and refinish the interior wood of the five tall sanctuary windows. He also mentioned the single bid received on an earlier bid offer which covered a different scope of work. The earlier proposal was to restore only the exterior windows, but much more extensively, an action which would require a hazardous substance abatement certified contractor. The bidder on that proposal was also one of the three bidders for the latest Anticipated Work. The B&G Committee’s recommendation was to accept the lowest bid, Personalized Painting.
Phil moved, and Ivy seconded, a motion to accept the B&G Committee’s recommendation, but much discussion followed, and Phil withdrew the motion. The Board adjourned to examine the windows first-hand, and further discussion followed. On a motion by Jerry, seconded by Linda, the board voted to accept the original single bid of $4,150 from Haynes Construction to refurbish the exterior of the windows in preference to the more temporary scope of work set out in the latest offer. Costs will be charged to the Buildings and Grounds budget, the overage therein to be offset by an anticipated budget surplus in the 2012/2013 budget. The motion was unanimously approved.
Continued Development of the UUCC 2013/2014 Budget
Mike reported the pledge canvass results currently at $211,363, or at almost 92% of our goal. Discussion followed as to how to modify the previously developed working budget so as to present a balanced budget to the Congregation for approval at the June 9, 2013, Congregational Meeting. With adjustments to both anticipated revenue and to expenses, a balanced budget of $274,789 was developed. Phil moved and Buzzie seconded a motion to accept the new changes, with the full understanding that increases in pledges received during the next three weeks may allow for restoration of some of the cuts. The motion carried unanimously.
By Law Changes for Congregational Vote
Members of the Ad Hoc Planned Giving Committee, comprised of Linda, Mike, Phil, Robin and Bob presented a Sample Enabling Resolution for a UUCC Endowment Fund, and made the following recommendations to the Board:
- That UUCC establish a planned giving program.
- A major component of the planned giving program will be the establishment
of the UUCC endowment fund.
- The UUCC Endowment Fund shall initially be composed of the following
funds:
Mohr Family Fund
Capital Improvement Fund
RE Lifespan Fund
Unrestricted Fund
- New funds may be established in a name requested by the donor with a minimum gift of $10,000. There will be a process for submitting such gifts via memoranda of understanding to be approved by the Endowment Committee and by the UUCC Board. There is no minimum level of giving to any of the established funds. 5. The Endowment Fund will be administered by an Endowment Committee which will be created by the attached enabling resolution, recommended for congregational approval at the June 9, 2013 congregational meeting. 6. All gifts will be invested in the UU Common Endowment Fund. Non-cash gifts will be liquidated expeditiously by the Endowment Committee and invested in the UU Common Endowment Fund (UUCEF). The Committee shall separately account for each of the established funds, attributing to each its proportionate share of investment values as well as recording gifts to and distributions from each fund.
During discussion it was discovered that the version of the Enabling Resolution Bob provided was not the final draft, and it was agreed that Board action should be completed on this matter by email after the meeting, but as soon as possible. Mike moved and Jerry seconded that the Board approve in principle the drafting of a succinct By Law change which would refer to an appendix, such appendix to consist of the correct version of the Enabling Resolution. Robin agreed to draft the change and circulate it for approval. The motion was approved unanimously. The correct version of the Proposed Enabling Resolution is included as end note[ii].
Ann asked that the following By Law addition be considered:
In Section 7 Officers: at the end of the paragraph add the sentence: “Co leaders may be nominated to serve in any of the officer positions. Co-leaders will have one vote at Board meetings.”
Robin moved and Ivy seconded a motion to accept this proposed change and the motion was approved unanimously.
Adjournment
The meeting was adjourned at 8:42 PM.
Respectfully submitted by Bob Whitaker, Secretary
_______________
[1]
The More Loving One
by W. H. Auden
Looking up at the stars, I know quite well
That, for all they care, I can go to hell,
But on earth indifference is the least
We have to dread from man or beast.
How should we like it were stars to burn
With a passion for us we could not return?
If equal affection cannot be,
Let the more loving one be me.
Admirer as I think I am
Of stars that do not give a damn,
I cannot, now I see them, say
I missed one terribly all day.
Were all stars to disappear or die,
I should learn to look at an empty sky
And feel its total dark sublime,
Though this might take me a little time.
[ii] Appendix to Congregational Bylaws – Endowment Fund
An endowment fund, whose purpose, governance, and operational procedures shall be defined by special resolution adopted by the Congregation, shall be established.
- Resolution to Implement the Endowment Fund
WHEREAS, stewardship involves the faithful management of the gifts of time, talent, and money, including accumulated, inherited, and appreciated resources; and
WHEREAS, we can support the religious mission and work of this Congregation through transfers of property, including cash, stocks, bonds, real estate, charitable bequests in wills, charitable remainder and other trusts, pooled income funds, charitable gift annuities, and assignment of life insurance and retirement plans; and
WHEREAS, it is the desire of the Congregation to encourage, receive, and administer these gifts in a manner consistent with the loyalty and devotion expressed by the grantors and in accord with the policies of this Congregation:
THEREFORE BE IT RESOLVED, that this Congregation in an annual meeting assembled on June 9, 2013, approve and establish on the records of the Congregation a new and separate fund to be known as THE UNITARIAN UNIVERSALIST CONGREGATION OF COLUMBIA ENDOWMENT FUND (hereafter called the “FUND”);
BE IT FURTHER RESOLVED, that the purpose of this FUND is to enhance the mission of UUCC apart from the general operation of the Congregation; that only in particular, temporary, difficult circumstances, and where integrity of gift restrictions permit, may this Congregation, by action in meeting assembled, use FUND distributions for its own operating or support services; and that, except where specifically authorized otherwise in the terms of a gift, distributions from the FUND may be made annually, in amounts not to exceed 5 percent of the average fair market value of the FUND up to the previous thirteen quarters;
BE IT FURTHER RESOLVED, that the endowment fund committee (hereinafter called the “COMMITTEE”) shall be the custodian of the FUND;
BE IT FURTHER RESOLVED, that the following Plan of Operation sets forth the administration and management of the FUND.
- Plan of Operation
- The Endowment Fund Committee
The Endowment Fund Committee (hereafter, the “COMMITTEE”) shall consist of five (5) members, all of whom shall be voting members of UUCC. Except as herein limited, the term of each member shall be three (3) years. The minister and the president or president-elect of the Congregation’s Board of Trustees shall be advisory members of the COMMITTEE.
Upon adoption of this resolution by the Congregation, or soon thereafter, it shall elect five (5) members of the COMMITTEE: two (2) for a term of three (3) years; two for a term of two (2) years; and one (1) for a term of one (1) year. Thereafter, at each annual meeting, the Congregation shall elect the necessary number for a term of three (3) years.
No member shall serve more than two consecutive three-year terms. After a lapse of one (1) year, former COMMITTEE members may be reelected.
The Board of Trustees shall nominate new members for the COMMITTEE and report at the annual Congregational meeting in the same manner as for other offices and committees. No more than two members may serve on the COMMITTEE while also serving on the Board of Trustees.
In the event of a vacancy on the COMMITTEE, the Board of Trustees shall appoint a member to fill the vacancy until the next annual meeting of the Congregation, at which time the Congregation shall elect a member to fulfill the term of the vacancy.
The COMMITTEE shall meet at least quarterly, or more frequently as deemed by it in the best interest of the FUND. A quorum shall consist of three (3) members. A majority present and voting shall carry any motion or resolution. The COMMITTEE shall elect from its membership a chairperson, financial secretary, and recording secretary. The chairperson, or member designated by the chairperson, shall preside at all meetings of the COMMITTEE.
The recording secretary shall maintain complete and accurate minutes of all meetings of the COMMITTEE and supply a copy thereof to each member of the COMMITTEE, as well as the Secretary of the Board. Each COMMITTEE member shall keep a complete copy of minutes to be delivered to her or his successor. The financial secretary shall assist the Congregation’s treasurer in maintaining complete and accurate books of accounts for the FUND and shall submit to the treasurer on behalf of the COMMITTEE written requests for checks payable from the FUND and shall submit to the President of the Board for signature all necessary documents on behalf of the Congregation in furtherance of the purposes of the FUND. .
The COMMITTEE shall report on a quarterly basis to the Board of Trustees and, at each annual or special meeting of the Congregation, shall render a complete account of the administration of the FUND
during the preceding year.
The COMMITTEE may request that other members of the Congregation serve as advisory members and, at the expense of the FUND, may provide for such professional counseling on investments or legal matters as it deems to be in the best interest of the FUND, subject to Board approval.
Members of the COMMITTEE shall not be liable for any losses that may be incurred upon the investments of the assets of the FUND except to the extent that such losses shall have been caused by bad faith or gross negligence. No member shall be personally liable as long as she or he acts in good faith and with ordinary prudence. Each member shall be liable for only her or his own willful misconduct or omissions and shall not be liable for the acts or omissions of any other member. No member shall engage in any self-dealing or transactions with the FUND in which the member has direct or indirect financial interest and shall at all times refrain from any conduct in which her or his personal interests would conflict with the interest of the FUND. All assets are to be held in the name of the UUCC. Recommendations to hold, sell, exchange, rent, lease, transfer, convert, invest, reinvest, and in all other respects to manage and control the assets of the FUND, including stocks, bonds, debentures, mortgages, notes, or other securities, as in their judgment and discretion they deem wise and prudent, are to be made by the COMMITTEE, for approval by the Board of Trustees of the UUCC, with subsequent execution by the delegated member of the COMMITTEE.
- Distributions
The COMMITTEE shall abide by and keep a record of the terms and restrictions of all gifts to the FUND and shall determine what is principal and income according to accepted accounting procedures.
Distributions from the FUND may be made annually and at such other times as deemed necessary and/or feasible, as per the designation of the funds in accordance with the funds’ restrictions. Distributions from non-restricted funds shall be made for purposes determined by the Board.
- Amending the Resolution
BE IT FURTHER RESOLVED, that any amendment to this resolution which will change, alter, or amend the purpose for which the FUND is established shall be adopted by a two-thirds (2/3) vote of the members present at a congregational meeting called specifically for the purpose of amending this resolution.
- Disposition or Transfer of FUND
BE IT FURTHER RESOLVED, that in the event the UUCC ceases to exist through either merger or dissolution, disposition or transfer of the FUND shall be at the discretion of the Board of Trustees in conformity with the approved Congregational bylaws and in consultation with the Unitarian Universalist Association (UUA). Consultation with the UUA may also be desirable for continuation of FUND obligations to grantors of gifts.
- Adoption of Resolution
This resolution, recommended by the Board of Trustees and accepted by the Congregation at a legally called Congregational meeting, is hereby adopted.