Open letter to all Throop members from David Lawyer: [This was mailed or given to most members near the end of March, 1992. Any comments in [] brackets were added in Aug. 1994] The proposed by-laws (the revised copy being sent to you about a week before the vote) are unsatisfactory because they decrease the duties of the minister and fail to state the responsibilities of the Board of Directors, church officers, and committees as was done in the old by-laws. They also allow for votes by proxy which Robert's Rules of Order says "Ordinarily should neither be allowed nor required ..." They fail to state whom is to supervise church employees and fail to even mention an audit (or auditing committee) of our financial affairs. It is also not clear that the new organizational structure of the Board and Committees is superior to the old one. (One could simply reduce the size of the board under the old structure.) They also contain ambiguous statements. While the old by-laws do need revision, they are better written than the proposed new ones. While many of the changes proposed are excellent some are a disaster. These new by-laws should be voted down and sent back to committee (and congregation) for full discussion and revision. I am writing this critique not only to express my point of view but also to inform you of what changes are being made by the new by-laws. You cannot vote intelligently on them unless you understand what they do. Voting without understanding is not democracy. The proposed new by-laws do much more than just change the size and function of the board, require a large RE committee, and specify two annual meetings. A document pointing out what the additional changes actually are should have been sent out to the congregation but it was not. THE HASTY PROCESS Thus a major reason for voting against the new by-laws is to vote against the process: to vote against being sent a difficult-to-read copy of the old by-laws (gold paper); to vote against not being sent a clear and complete statement of what is being changed along with arguments pro and con; to vote against the failure to postpone the vote and thus allow time for a full discussion of the complete revision of the by-laws of a California Corporation (Throop Church) with multi-million dollar assets. The old by-laws only require a week's notice for an amendment. (The new by-laws require a month). But the new by-laws are much more than just a simple amendment. They are a total revision of the old by-laws and require much time for a full hearing on all the issues. The pot-luck dinner hearing on Mar. 1 was inadequate because 1. It did not cover the revised by-laws which have just been sent to you. 2. People did not know of all the changes being proposed, partly due to the gold copy of the old by-laws being hard to read. 3. Almost no one realized what was in (or missing from) the documents referenced by the new by-laws such as the Guidelines of the UU Minister's Assn. 4. There was not enough time. The revised proposal is the result of hasty revisions by a non-committee which revised them. Although the minister has no vote in committees he did vote in this non-committee which naturally failed to follow Robert's Rules of Order for committees and permit full discussion of the issues (since it was not a committee). Under the rules established by this non-committee, I was sometimes not allowed to even discussing certain topics. The pace was such that it did not allow time for people to thoughtfully read over the documents referenced by these new by-laws: Guidelines of the UU Ministers' Assn. and the Congregation Handbook. People voted at times for what they did not really understand. Nevertheless some significant provisions from the old by-laws (such as the congregation's right to vote on selling real estate) were restored. This non-committee did accomplish some things and was not a complete waste of time. The above described process is contrary to the UU Principle: "the use of the democratic process within congregations ..." True democracy means much more than just deciding an issue by majority vote. It means providing members with a full and clear explanation of the changes proposed by the by-laws including making clear what has been omitted from the old and what the documents included by reference say (or fail to say). It also includes a full discussion of all the issues involved and the mailing out of arguments pro and con to give people a chance to think over the issues involved long before the vote. This has not been done. I pleaded with the Board to postpone the vote on the new by-laws, all to no avail. THE MINISTRY (Article VII in old by-laws, Article VIII in new) The new by-laws have significantly reduced the duties of the minister. In a small church (as we have become) the minister has fewer duties in parish calling, pastoral counseling, etc. so he should thus have more time for other duties. If anything, the duties of the minister need to be expanded, not reduced. The old by-laws spell out what the duties of the minister are. The new by-laws have eliminated most of these duties (Sec.4). The old by-laws state "The duties of the minister shall include: ... (2) overall administration of the programs, services, and activities of the church within the policies and procedures set forth by the Board of Directors; (3) supervision and direction of the paid employees of the church. The minister shall engage or dismiss employees within the guidelines established by the Board of Directors; ... (5) establishment of other church-related activities with the consent of the Board of Directors; The new by-laws fail to list these specific duties. While the new by-laws do refer to "Guidelines and the Professional Code of Practice of the Unitarian Universalist Ministers' Association" the above 3 duties are not specified in the Guidelines to be duties of the minister. The Guidelines (1985 edition) do list some duties on p. 21-24. The minister passed out these pages to the non-committee near the end of its last meeting but no one had time to carefully read and digest them. Most thought that they listed a large number of duties of the minister to Throop Church but they really don't do this. On p. 22 it basically states that the minister participates in Board meetings and offers suggestions as to the mode of his/her interaction with the Board. On p. 23 many duties are listed but it turns out that this page is only a sample by-laws. If the statements from this page are not included in our by-laws, they have no validity. Some of the statements from this page have been included in the new by-laws including one giving the minister freedom of the pulpit. On p. 24 the only "duties" mentioned relate to the time the minister may spend away from the congregation for various activities such as taking a sabbatical, continuing education, etc. This only leaves p. 21 for listing some duties to Throop Church (other than participating in Board meetings). Page 21 (see attachment to this letter) starts off with a long list of tasks but does not say who is to do them. It states: "The church needs to have the following covered: Church Administration, Community Leadership, District and Association Affairs, ..." Supervision of employees is not mentioned, but even if it were included under administration it does not say that the minister should do it. It only says that administration needs to be covered and the minister is free to claim that the Board or a committee should do it. Note that the new by-laws include an optional personnel committee and the minister has indicated to me that this committee should handle relations with personnel (although we now have no such committee). On p. 21 I can find only four sentences which actually list specific duties: 1. "Each minister will determine with the church board the use of his of her time." 2. "And it is the minister's duty to be responsive to the needs of the people from the selection of sermon topics to the necessity and frequency of parish calling." 3. "It is the minister's responsibility to assess his or her own interests and talents, to continue professional development where necessary and to assist the church in developing other leadership and initiative where she or he does not, or cannot, become active" 4. "Attendance at meetings relevant to the church's program are part of the minister's work week." What is wrong with these 4 duties? Nothing is wrong with them except that they fail to cover 3 of the duties in the old by-laws. Referring to another document for duties makes it very difficult for someone reading the by-laws to determine just what the duties are, especially when the document referred to is a long one. One might correct this problem by retaining the duties from the old by-laws and adding to them the duty regarding the consultation with the Board to determine the use of the minister's time. The others really don't need to be added as most everyone expects a minister to be responsive to the needs of people, to assess ones own talents, to develop leadership to substitute for the minister if necessary, and to attend church meetings. One could even list the old duties along with the one new duty and also include the Guidelines by reference, adding a phrase that the by-laws will prevail in case of a conflict between the by-laws and the Guidelines. At present there seems to be no conflict but one might arise when the Guidelines are revised. The new by-laws also relieve the minister of possible other duties owing to the dropping of the statement that "The duties of the minister shall include: ...". If the minister's duties "include ..." this implies that s/he may also have other duties such as managing some aspects of the property. The new by-laws do make the minister responsible for worship plus "The minister shall be a non-voting member of" certain committees (Why not all committees?). The old by-laws included in the minister's duties: "(4) making such recommendations as the minister deems appropriate in the minister's capacity as advisory member of all church committees;". The sample by-laws in the Guidelines on p. 23 also do this but this sentence was omitted from the new by-laws. The old by-laws allow the minister to be engaged for a specific term but the new by-laws require (Sec. 2) that the "minister ... serve for an indefinite period of time." The old by-laws allowed the Board to appoint and interim minister for not over 3 months in (Sec. 1) "case of an unplanned vacancy ..." The new by-laws provide no such options. Both the old and new by-laws require that a minister be in fellowship with the UUA. As many of you know, our fine intern minister, Jolene Caldenbach, was denied fellowship with UUA. (See Tidings Mar. 16) Thus she could not obtain a ministry in a church that has such a clause in its by-laws. I suggest it be removed to give us more freedom in selecting a minister. THE BOARD OF DIRECTORS and COMMITTEES In order to successfully run a church, directors, committees, and employees (including the minister) need to take on definite responsibilities (as well as take initiative). The old by-laws spell out many of these responsibilities while the new by-laws mostly fail to do so. For example, the old by-laws state (IV Sec. 3) "The Chairperson shall: (1) preside at all mettings of the church and the Board of Directors; (2) be one of the authorized co-signers of checks; ..." (plus 4 more items). The new by-laws provide no such guidance. The old by-laws provide for the periodic issuing of financial statements by the treasurer but no duties of the treasurer are specified by the new by-laws. Although the new by-laws specify that the duties of the four standing committees will be as specified in the UU Congregational Handbook, only one of these committees (Membership) is to be readily found in this Handbook. Our "Religious Services Committee" is found in the Handbook under "Worship or Sunday Service Committee". Detailed duties of the Finance Committee may be found under the heading "Fund Raising Skills". No Property Committee is to be found in the Handbook. The duties in the Handbook are given in great detail, and this is too much to read for a person who desires to know in one sentence what the duties are. Thus the one sentence descriptions of duties as found in the old by-laws need to be retained. For example the old by-laws state that the Director for Property (committee chair) "shall be responsible for the condition, safety and appearance of the church-owned properties; and shall be responsible for evaluation of the insurance program." In contrast to the old by-laws, the new by-laws require no Hospitality Committee or Publicity Committee (although it is permitted to create such committees). How is the church to function and grow without such committees (or without some direction as to whom is to supply refreshments and publicity) ? Making these committees optional means that they may not exist at all. At the same time the new by-laws require the existence of a 5-person Religious Education (RE) Committee. Since Throop has a paid religious education coordinator it's not clear why five people are essential on the RE committee but none is essential for Hospitality. Would it not be better to have a 4-person RE Committee and a 1-person Hospitality Committee than no Hospitality Committee. Thus I believe it is not advisable to require a 5-person RE Committee. Why not just leave the size unspecified as in the old by-laws and make a strong effort to obtain as many members as desirable, keeping in mind the other tasks of the church which need to be done. Under the old by-laws, persons just join a committee if they wish to (or at least this is the implication). Under the new by-laws, the board must appoint each member of each committee. What an unnecessary burden of work for the board! Also, there will likely be people who wish to serve on a committee but who will not want to go through the bother of asking the board to appoint them. Also, the board may not be aware of persons wishing (or willing) to serve on a committee. In addition, the board might not appoint someone to a committee s/he wants to be on due to that person being critical of certain actions (or inactions) taken by the board. The present by-laws results in a Board of Directors that know what is going on in the church since each Director is also chairman of a committee. Each Director usually gives a brief report of his/her committee activities at Board meetings. Under the new by-laws the committees are separate from the Board which may result in a lack of communication between committees and the Board. Also, since Board members will not usually be committee chairpersons, more people will be required to manage the church since we would need both Board members-at-large and committee chairpersons. It is already difficult to find enough people willing to serve the church. It has been pointed out that a smaller congregation needs a smaller board, but this can still be done where each board member is a member of an important committee. One could just make a few of the current committees such as (Special Programs, Hospitality, and Finance) non-board committees. [The Treasurer would represent the Finance Committee.] Also, due to the smaller size of the church, some committees should be made optional as has been done in the new by-laws (but Hospitality should not be made optional). The new by-laws require 3 year terms for elective positions. In a small church it will be difficult to find persons willing to commit themselves to serve for such a long term. If the terms were for only one year, then the congregation would have more control over the management of the church since they could more easily replace an elected person who was not performing satisfactory. With one (or 2) year terms, elected persons would often continue in office for a few years by being reelected for the next term. Thus I think terms should be for one year although 2 year terms would be better than 3. Some provision should be made in the by-laws for an annual audit of the church finances. This will help uncover any misuse of finds as well as uncover mistakes in accounting. To save the expense of a professional audit, an auditing committee should be appointed by the board (as it was in the old by-laws) when it is time for an audit. I was at a Board meeting once where the Board thought they didn't need an audit until it was pointed out that the by-laws required it. MEMBERSHIP The old by-laws state (sec. 1) that "the prospective member, if new to the denomination, shall meet with the minister and shall discuss with the minister the preamble of these By-Laws, which sets forth the purposes of this church". The new requirement states that "all members should have or will achieve an understanding of the history and the current situation of the Unitarian Universalist movement and of this church". Why not also keep the old requirement regarding the UU Principles? These are more important for the new members to know (and hopefully agree with) than a knowledge of church history. The requirement for a minimum contribution needs to be reconsidered. (It was approved at a special congregational meeting.) This church needs all the members it can get who are in sympathy with its purposes and can contribute to the success of the church with time, skill, insights, and/or money. People who belong to the church do incur the marginal cost of mailing out the newsletter, sending out the UU World magazine, and use of paper towels etc. This amounts to perhaps $25/member. One should not count the cost of typing up and composing the newsletter as this must be done regardless of the number of members. One should also not count the full amount of "dues" we pay to the PSWD and UUA based on our membership as this is only an internal transfer of funds within the same UU umbrella organization. If UUA or PSWD can use money better than we can, then a transfer of funds to them is beneficial (and not a "cost"). If PSWD and UUA did not require contributions, we would then need to make them voluntarily. Due to our rental income, we should contribute more funds than we do now. Thus trying to reduce our fair share contribution to the UUA and PSWD by pruning our membership roles (including discouraging people from joining based on a minimum contribution is not ethically sound. The wording in the new by-laws is ambiguous since it is not clear whether an "inactive member" is actually a member of this church. The statement that "A minimum annual contribution ... is required of all members" implies that anyone who does not contribute is not a member. Thus "inactive members" are not members even though the word "member" appears in their title. (See Robert's Rules of Order in the chapter on by-laws where it points out that just including the word "member" in a title does not necessarily mean such a person is a member.) Thus, if they are not members they cannot terminate their membership and will always have to appeal to the Board in order to be readmitted to the church. This is about the same procedure one expelled from an organization must go through to be readmitted. Since an "inactive member" cannot vote or receive church publications, s/he has none of the rights of membership and "inactive member" appears to be little more than a euphemism for "excommunicated ex-member". PROXY VOTING Voting by Proxy is a very dangerous procedure since it is easy to misuse it. For example, one may have friends in the church who take little interest in church politics and policy. One might obtain proxies from them and then use them to control the outcome of a meeting. A proxy gives someone else the power of attorney to vote for you and that vote could even be contrary to the way you wanted to vote. Furthermore, proxy voting gives one the right to vote for another on new business which is brought up at a meeting which the absent member knows nothing about. Even proposals which are distributed in advance are often modified at such meetings. Robert's Rules of Order states regarding proxy voting: "Ordinarily it should neither be allowed nor required, because proxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and non-transferable." It then states why proxy voting is OK in a stock corporation and then says: "But in a non-stock corporation, where membership is usually on the same basis as in an unincorporated, voluntary association, voting by proxy should not be permitted unless the state's corporation law ... absolutely requires it." OTHER The Board should be required to maintain a policies, procedures and standing rules manual (similar to that of other organizations). Copies would be made available (or loaned out) to all interested members. The old preamble gave a purpose for Throop Church by saying "in order to". The new one doesn't state the UU principles clearly as a purpose. I think it should. A first step in drafting by-laws is to insure that they conform to the Articles of Incorporation. To my knowledge this has not been done. The original Articles specify a 3 person board and according to law the Articles take precedence over the by-laws. One solution would be to also revise the Articles before revising the by-laws. The old by-laws are now on a computer disk (I typed them). Ask me for a clear printed copy. They can be edited to clearly show the changes made for any by-law change. Proposals for changes based on editing of the old by-laws were passed out to the non-committee but they decided to ignore them. Note that I have not yet seen the revised version of the new by-laws. It is just possible that one or two of my objections in this letter may have been corrected in the final editing of it. [No such corrections were made and my objections are still valid in 1994]