BOARD MEMO FOR MEETING #1 – November 7, 2019

(as written and distributed Nov 4, 2019)

OPENING
1. Lighting the Christ Candle
2. Opening Prayer

CONSENT AGENDA
A consent agenda is a board meeting practice that groups routine business and reports into one agenda
item. The consent agenda can be approved in one action, rather than filing motions on each item
separately. Using a consent agenda can save boards anywhere from a few minutes to a half hour. A consent
agenda moves routine items along quickly so that the board has time for discussing more important issues.
The types of items that appear on a consent agenda are non-controversial items or routine items that are
discussed at every meeting. They can also be items that have been previously discussed at length where
there is group consensus. To understand how a Consent Agenda works, please read:
https://www.boardeffect.com/blog/what-is-a-consent-agenda-for-a-board-meeting/

The Consent Agenda for November 7 includes:

1. To confirm board terms as follows: One-year terms: Nancy Rexford and Chuck Roy; Two-year terms:
Dale Bouton, Dale Earl and Kathy Taylor; Three-year terms: David Brandt and Andrea Trefry
2. To elect Nancy Rexford as Board Chair
3. To elect Dale Bouton as Board Secretary
4. To confirm the meeting schedule after November 7 as Tuesday November 19, Tuesday Dec 3 and
Tuesday Dec 10, thereafter either biweekly or monthly (TBD)
5. Adopt guidelines for minutes (if done on time and Dale Bouton is in agreement)

ACTION ITEMS
1. Adopt Compensation Policy (attached): This policy is about as boiled-down as we could get
it. We have the three essential elements:
a. Policy defines who has the power to set salary. This is the job of the Central Board,
not the job of Finance, though of course we consult with Finance and give serious
weight to their recommendations. No person paid by the church can be involved in
final discussions or voting about their own salary (this duplicates the similar clause
in the COI)
b. We must research salaries for similar positions in our area to make sure the salary
we offer is comparable. The IRS is mostly concerned about overpaid CEOs milking a
nonprofit, but it also protects against unintentional bias that might, for example,
cause a person of color or woman to be comparatively underpaid.

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 c. The minutes record the way we came to our decision and what comparable data we
used.

2. Adopt Conflict of Interest Policy (attached) with its related disclosure form
The goal of a COI is to protect the church from divided loyalties. When we have our Board
Member hats on, we are ethically required to put the interests of the church ahead of our
own, those of our family, and those of any other organization we may be affiliated with. A
COI does not mean that you can’t have relationships that are in conflict, only that they
have to be disclosed. The COI reduces the danger by:
1. Requiring everyone to disclose conflicts of interest as soon as they are recognized,
both on the annual disclosure form and by discussing them around the board table
2. Requiring people with a financial interest in a decision to recuse themselves from
the vote (and, if necessary, from the discussion leading up to the vote). The
interested person can still present information.
3. Requiring that the minutes of the meeting describe any conflict of interest, how it
was handled, and who did and did not participate in the discussion and the vote.

3. Adopt Non-discrimination Policy (attached).

While obviously we don’t want to discriminate against people, the situation is a bit more
nuanced in a church:
a. We might not discriminate against religion in attendance or programs or volunteer
work, but there certainly is a religious test for the pastor, and possibly for other
employees, and also for membership, even though the UCC bar is very low.
b. We DO discriminate against sex offenders or others with malicious intentions. Our
bylaws allow us to bar people who threaten the safety of our members from both
membership and participation (as we have already done in the past).

4. Assign liaisons to existing boards and/or expected Working Teams

Liaisons maintain an ongoing relationship with a Working Team or a group of related
Working Teams. The duties of the Liaison (as best we can foresee) will be:
• To meet with the relevant current board and hear from them how they think it
makes sense to organize their work into Working Teams going forward.
• To work with each Working Team created from the existing board to develop a new
job description (charge) that clarifies the boundaries of responsibility
• To receive agendas and reports from the Working Team on an ongoing basis in the
future. The Liaison may attend meetings but is certainly not required to attend all of
them. The Working Team IS required to keep the Liaison up to date. The Liaison is
responsible for prodding them if they fall out of touch.
• To pass information back and forth between the Central Board and their Working
Teams so both parties always know what is going on. Liaisons will keep the Board
up to date about routine matters through brief written reports distributed in

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 advance of the Central Board meeting, not by taking time during the meeting to
report orally, unless a Board decision is needed.
• To help develop policies related to those Working Teams (see policy section below)
We can adjust Liaison assignments as we go along and understand better what is needed,
but for now, liaisons are needed for the following boards and committees:
Deacons – may need two liaisons because Deacons are likely to divide into several Working
Teams
1. Sunday worship and communion coverage, ushers, greeters
2. Worship team (planning special thematic services like All Saints)
3. Member development
4. Visitation
Anyone particularly interested in these Liaison positions?

Pru Board – Way back in January, Mac proposed creating two separate and equal working
teams rather than making Property a subcommittee of Finance. I think that makes a lot of
sense. He defined the responsibilities of the Finance Team as:
• Budgeting, reporting
• Auditing, accounting procedures
• Policies and procedures for finance
• Investments
• Stewardship
• Soliciting bequests
The obvious candidate for Finance Liaison would be DALE EARL, who has been attending finance
meetings as Clerk and is already up to speed.

Property Committee – following Mac’s plan, this would be known as Property Management
and be responsible for:
▪ Contracts with Tenants
▪ Facility safety (fire inspections, electrical inspections, preventing slips and falls)
▪ Licenses and permits from the City of Beverly (meet with inspectors, etc. )
▪ Insurance Contracts
▪ Overseeing maintenance
▪ Capital equipment such as furnaces, office equipment, organ and pianos
▪ Landscaping and snow removal
▪ Security contractors
Property Management would oversee smaller ad hoc teams working on maintenance
projects, landscaping, etc. I think CHUCK ROY is on the current Property Committee – so he
is the most obvious candidate.

Missions/Social Action with its subcommittee for Scholarships

Either DALE BOUTON OR KATHY TAYLOR, who both serve on Social Action, could serve as
Liaison for both the missions/social action team and the scholarship team.

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 Christian Education
DAVID BRANDT seems the logical person to be the Liaison for Christian Ed.
Safe Church
No one on the Board is currently a member of Safe Church. Does anyone have a particular
interest in this area? See notes under policies below.

5. Assign board members to work on policy (non-board members can assist)

I have begun to gather material for some of the following policies, but they do not yet exist
in a coherent draft. For whatever policy you are assigned to, it will be your job to:
• review the material found so far,
• collect more information online and from knowledgeable people in the church,
• outline what the policy should cover, and
• then present a draft to the board

Anything you plan to present at a meeting should be ready to send out by email at least 7
days before the meeting itself. For now, it should probably come to me (Nancy) until we
develop a policy for how we are going to conduct our work. I can post it on the website,
and it is easier if all the required reading goes out attached to a single email rather than
piecemeal from several people across several days. It gets too hard to find a lot of bits
scattered across our cluttered inboxes.

Some of you will collaborate with staff or working teams to develop policies (notably Safe
Church and Property Management). In these cases, the Working Teams may be able to take
the lead, and the Liaison can serve in a supporting role. According to the new bylaws, the
Central Board has to approve any policies created by Working Teams, the reason being that
working team territories may overlap slightly, and we have to make sure all our policies
work together consistently. It is not our job to second-guess the minutia of working team
policies, unless something is really egregious. Part of our job this fall is to reassure Working
Teams that they really are in charge of their territories. But if something really mystifies us,
we should ask about it, as it will probably mystify others as well.

Safe Church – I believe that the Safe Church Committee has just been revising their policy,
so there may be very little work for us to do. Whoever is LIAISON TO SAFE CHURCH should
obtain an electronic copy of their revised draft. We need to make sure it doesn’t make
reference anywhere to non-existent entities like the Board of Deacons or Church Council,
and if it does, suggest appropriate replacement entities under the new system.

Property Management – This should probably be a team of two or three including the
PROPERTY LIAISON (CHUCK ROY?). The church already has a very short policy about only
renting space to groups whose mission is compatible with our own. Beyond that, consult

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 with Mac and the current Pru Board, the Property Committees and with Mary Jane to
understand the scope of the issues. There are some online resources here:
• Church Preventive Maintenance Schedules: https://assets.website-
files.com/5b8718b764a949c69b2f1a63/5c23bfd035af3a5d64d88308_RISK_CHURCH-
SAFETY_Church-Preventive-Maintenance-Schedules_2012.pdf
• National Church Trust website links from this page to both a detailed maintenance
calendar and a one-page version: https://www.nationalchurchestrust.org/regular-
maintenance/maintenance-calendar

The goals might include:

1. a plan to inspect every aspect of the church building every year in a methodical way,
2. a prioritized to-do list to so that scarce funds are spent on urgent issues and on repairs
that will prevent bigger costs down the road
3. a financial plan for the big expenses like roofs and painting the building that come
around periodically (overlaps with finance and investment, obviously)
4. a method of preserving records of what has been done to the church build when –
when the last time the wiring or plumbing was updated, etc. This probably implies
binders with bills and contracts organized chronologically, perhaps within major
categories like plumping, wiring, windows, doors, etc.
5. Guidelines related to safety inspections by the town fire and buildings departments

Finance – This is a team-related policy project that we will put on hold for a bit. I had a long
conversation with Mac on Friday about what issues need to be addressed and how best to
deal with them. He will be speaking to David Varga tomorrow (Tuesday 11/5). I have been
writing a report to bring you all up to speed but will wait to send it until after I can make
edits reflecting what I hear from Mac and David. Meanwhile, we can expect regular
financial reports about mid-month, and a stewardship report later in the fall.

GENERAL POLICIES are not connected to existing teams or committees. They include the
three that are already drafted and that we hope to approve at this meeting
(Compensation, Conflict of Interest and Non-discrimination) and three more we still have
to prepare: Whistle-Blower, Document Retention and Personnel.

We will need to create small working teams to draft these policies. Each team should
include at least one board member, but it is fine to include staff or members of related
working teams. Keep your drafting group small (2-3) but feel free to interview as many
people as necessary.

Whistle-Blower Policy – CHUCK ROY and ANDREA TREFRY have agreed to develop a draft
for us. Some online sample policies come from big companies and get very complex, but a

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 whistleblower situation is a pretty remote possibility for Second Church, so ours should be
as simple as possible. The points to be clear about are:
1. who a whistleblower should turn to within the organization
2. what the process is
3. how we protect the whistleblower from retaliation.

Document Retention Policy – NANCY REXFORD and DALE EARL have agreed to develop a
draft. This policy tells us how long to keep which documents, and what you can get rid of
when – and how. It tells you whether to keep records in paper or in electronic format. It
requires the preservation of any records that could be evidence in any legal matter, and
explains guidelines from the IRS, and from accountants. Our policy should also talk about
which records we want to keep for our permanent historical archive (not because there is a
legal issue but because we want to know our own background). There are online models.

Personnel Policy - In your Handbook is a six-page pamphlet that outlines the topics that should
be covered in a personnel manual. It is also available online at: https://www.nonprofithr.com/
wp-content/uploads/2014/11/FINAL_NON-140011_Essential-Nonprofit-Employee-
Handbook.pdf We won’t need to include every single topic, but the outline should be a big
help in organizing our work for us. We can approve it in sections as it gets done so that we
can start using it. Whoever takes this on will need to consult with David Varga, Mac
Donaldson and all the staff members. This team should also review staff contracts as part
of this job, to make contracts as consistent as seems appropriate. Anyone feel called?

6. Assign team to complete 2019 staff evaluations.

We have to decide what to do about the 2019 staff evaluations. The process was started
for the Music Directors. They submitted their self-evaluation, and evaluations were
submitted to Glenn by Kathy Taylor and Paulette Misins, but nothing was done with any of
them. Kathy presumably has a copy of hers, and Peggie will bring in Paulette’s and give it to
Kathy, so we will have the documents. Glenn is not able to be part of this process due to
health issues. Pru Board was supposed to take care of evaluating Mary Jane, Jan and Brad,
but the process was cut short when Mac came down with shingles. This is a topic that I
need to recuse myself from, so the remaining six board members will decide how to
proceed.

DISCUSSION ITEMS
1. Decide how to proceed in drafting our Board Covenant
I had hoped we could have enough conversation by email to get this drafted before the
first meeting. However, that now looks very unlikely. I’d like the Board to outline a plan for
getting it done by the second meeting.

2. Discuss next steps toward identifying a settled pastor

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 At our dinner meeting, Andrea reported that the Interim Search Committee had two
candidates in the pipeline. They invited one for an interview, and offered him the position,
but he declined. They are now moving on to the second one. There are no more candidates
on the horizon, and Wendy Vander Hart, who forwards them, will not be back from her
sabbatical until November 12. The Search Committee will complete its work with this last
candidate, and if this person is not recommended and hired, it is a logical time to pause
and consider where we are.

Many people feel that we have already done a lot of the work an Interim Pastor might
expect to accomplish (notably the bylaws), and that we are on track to deal with what still
remains. The new Central Board is dealing with policies (witness this agenda). The church is
becoming stronger, more purposeful, less troubled by division. We have Forward Chats as a
mechanism for bringing the church together to discuss things like mission and our role in
the community.

The other advantage to moving to a search for a settled pastor is that the pool is likely to
be larger – or so we believe. Rev. Koehler-Arsenault told me that there are more pastors in
Massachusetts than there are churches to hire them, which is one of the reasons for the
frustrating hiring and interviewing rules that are put in place. We also have the option,
should we choose to spend the money, of hiring a head-hunter, as Dale Bouton has
suggested.

But even if we abandon the search for an Interim, we will still need coverage while we
search for a settled pastor. We have Jim Pocock lined up through November, and Wendy
has expressed a desire to do Advent. It will not be clear how much Wendy will want or be
able to do until after her surgery (scheduled for Wednesday), so her availability is still
uncertain. That may resolve soon, but we may need to line up a bridge pastor – someone
to provide consistency until a settled pastor is hired.
The current Interim Search Committee was appointed by the Moderator. Under the new
bylaws, the Central Board creates working teams. We should give some thought to the
most efficient size for a search team, and to the process. In the following paragraphs, I
sketch out what seem to me to be the logical first steps.

In the November 7 meeting, the Board will be discussing where we go from here. Then on
Sunday November 10 and in an all-church email, I suggest we announce a Forward Chat on
the same subject for Sunday November 17 in order to throw that discussion open to the
entire church.

Meanwhile, we need to do some research:

1. We should assess how well we are doing with our interim work by comparing our
progress against the descriptions provided in the Norman Bendroth book on Interim

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 Ministry. I happened to take notes on that, which I will attach to the email in which I
send this.
2. We can also measure ourselves against the UCC list of a healthy, faithful and effective
church (in your board manual in the mission section). I think this is quite a good list.
This appears as Discussion Item #3 below on our agenda, and we could make this the
topic of Forward Chats on November 10.
3. We should meet with Wendy Vander Hart to get information about the UCC process
and the size of the pool and to hear her point of view about abandoning the search for
an interim, if that’s what we’re still considering after the 17th.
4. Wendy Vander Hart can make sure we are using the correct church profile form. It is
possible that the UCC provides a longer profile questionnaire when churches are
searching for a settled pastor (I seem to remember two very different forms).
5. We can arrange a conference call – via skype or zoom – to talk with the head-hunter
Dale found. They may have their own profile questionnaire, which we should ask for.

When we feel sure of our direction, we should use Forward Chats on December 1st and 8th
and perhaps the 22nd to involve the congregation in defining the kind of church we are,
what we want to be, and what we are looking for in a new pastor. The exact topics should
link to the church profile(s) we are using. This is just a beginning, obviously. Perhaps it will
become clear through these steps who should be on the search committee. [Advent
Workshop/Service on Dec 15 may make a Forward Chat more difficult]

3. Discuss how we measure up as a “Healthy, Faithful & Effective Church”

If we have time, let’s take a look at this UCC list (in your manual and also attached to this
email). If we don’t have time, we can do it by email. I see this as an important tool in
deciding whether outgrown the need for an Interim pastor.

CLOSING – REVIEW THE TO-DO LIST and FINAL PRAYER

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