United Church of God, an International Association
Council of Elders Meeting Report
May 4, 2010—Cincinnati, Ohio
Chairman Roy Holladay called the meeting to order around 9 a.m. Eastern Daylight Savings Time by asking Bill Eddington to open with prayer. All members of the Council of Elders, several wives of the members of the Council, the newly elected Council members, Jason Lovelady, Larry Darden, Peter Eddington and various guests were present.
Welcome to the Newly Elected Members of the Council
Chairman Holladay welcomed Mike Blackwell, Mario Seiglie and David Treybig to the meeting. He mentioned that the newly elected Council members were asked to stay over for these sessions of Council meetings.
Approval of Minutes and Confirmation of Agenda for These Meetings
The minutes of the previous meetings of the Council of Elders were approved. The proposed agenda was reviewed, edited and approved for these meetings. One item was added—the very last item will be the selection of a new chairman, but Roy Holladay commented that he believes it would be good to discuss this issue some time before that in an executive session.
Inward/Outward Council Correspondence
Chairman Holladay mentioned that recently there have been several dozen letters and e-mails received by the Council. The Council desired to address each correspondence and so the Council appointed the chairman of the Media and Communications Committee, Darris McNeely, to the task of responding to each message. Darris McNeely said that he has not answered everyone because it was not possible to answer the most recent ones because of preparing for and being at the annual meeting. He reported that about half a dozen have not been addressed at this time, although every correspondence before that time he has attempted to address. When he responds, he commented that he mentions he is responding at the request of the chairman of the Council of Elders.
Doug Horchak said that he has not received copies of any of those responses, except for one that was sent to a member in his church area. He commented that, if someone is going to respond on behalf of the Council, the whole Council should be given a copy of the response.
Darris McNeely stated that he was unclear about this since, when he first came on to the Council, all Council correspondence was handled by the chairman and he (Darris McNeely) never saw those responses. Darris McNeely further commented that, because of the sheer volume, he did not want to overload Council members’ mailboxes and it was not clear from the directive given to him as to whether he should or not.
Bob Berendt commented that it was discussed that the whole Council needs to see what is sent so that all see and approve the response. He suggested that the proposed response be sent to the Council with seven days to respond with any edits or comments. Roy Holladay responded that he does agree that the whole Council needs to see all responses, but does not believe it needs to be seven days, but two or three days. Everyone who sends a message to the Council, Chairman Holladay continued, should at least receive a response that their letter has been received.
Roy Holladay mentioned that, if he recalls correctly, when Bob Dick was chairman, he (Bob Dick) generally took care of all responses. He also stated that the amount of correspondence was nowhere near the level of recent times.
Bill Eddington suggested that the secretary respond to the sender as soon as the message is received. He said that when Bob Dick was chairman, Bob Dick told him that, unless delegated to someone else by the chairman, the chairman was responsible for answering all correspondence to the Council of Elders. Bill Eddington commented that he sees Roy Holladay following this same process that was already in place. Bill Eddington further stated that the Council did not get a copy of the responses Bob Dick sent, but he always believed the Council should receive a copy of all correspondence and any response sent.
President’s Report
Roy Holladay stated that since assuming the role of the president, he has tried to spend around three to four days a week in the home office, returning for weekends to pastor his congregations.
Update From Ministerial Services
Victor Kubik mentioned that he has been received well in the home office. Ministerial Services, he said, has been well run with good processes in place. He further reported that he has talked with several field ministers who have been welcoming. He stated that he had long conversations with Richard Pinelli with regard to the ministerial education programs and appreciated his forward thinking with regard to the program. He commented that David Register has been very helpful with ongoing projects within the department and especially within the education area. He has talked with all the employees in Ministerial Services. Jason Lovelady has been very helpful, he stated, in the area of human resources. He mentioned that one area that had to be addressed was ministerial Festival transfers. He reported that the Branson Festival site is overloaded with ministers this year while Bushkill Falls (Mt. Pocono, Pennsylvania, area) is lacking for ministers this year. The number of ministers seeking international transfers, he observed, is way down this year.
Media Department Update
Peter Eddington mentioned that the media area has been very busy with the annual meeting of the General Conference of Elders (GCE). He said that the projects have continued on just as before. He commented that the department was also quite heavily involved with all the recent correspondence from the chairman.
Peter Eddington mentioned that “Inside United: Realtime” has had over 40,000 hits since it was initiated. Roy Holladay asked if those responding are mainly the same people. Peter Eddington responded that he would have to check, but assumes it is around the same 2,000 to 3,000 people who are logging on.
Treasurer’s Report
The treasurer, Jason Lovelady, reported that category one income was down less than 1 percent through the end of April, but it has dropped just a little through the first of May. He also said that, through the end of March, income has trended up since January by about 1.5 percent, but, with what is going on now, the income could trend back down to where it will miss the budget projection by $750,000, although current projections show the income being off budget by just over $615,000 at the end of this fiscal year. He mentioned that it is too early to tell at this time.
Scott Ashley asked if there were any trends done on what coworkers and donors contribute. Jason Lovelady said that it is done, but he has not looked at it recently, and it seems to be holding at the same rate of about 10 percent of overall income. He commented that the economy would have a greater impact on contributions from donors and coworkers than tithe-paying members.
With regard to health-care claims, Jason Lovelady stated that he is aware of a few more large claims to be applied, but does not know if it will be charged in this fiscal year, though they probably will. He mentioned that this could be an extra $150,000 above the $600,000 we already are over budget in health-care costs. With a question from Bill Eddington, Jason Lovelady responded that there have been a number of large claims this year. Roy Holladay asked if there will be difficulty in obtaining stop-loss coverage the next fiscal year. Jason Lovelady replied that it remains to be seen, because last year there were five companies contacted, but, because of our low employee base, there was only one company that submitted a bid—which was 50 percent higher than the previous year. He said that he is anxious to see what the health-care premiums will be for the next fiscal year.
Jason Lovelady said that we have been able to absorb the loss of income and that the departments have done a very good job of cutting expenses to keep pace with reduced income.
With regard to expenses, Scott Ashley asked what the line item “Airtime Purchases—Radio” is. Jason Lovelady responded that it was part of the media mix approved for advertising, but it was never fully implemented.
Roy Holladay asked how the next year’s enrollment for Ambassador Bible Center (ABC) currently stands. David Register responded that applications are falling behind last year. He said that this year the class consisted of 40 students, and there have been 15 accepted so far with the current projection for the student body to be about 30. Melvin Rhodes inquired if any students received church assistance this year. Jason Lovelady said that he thought there were a couple of students who received financial aid, but that they were mainly helped by the local congregation’s food drive for the students. Larry Darden asked how much the Church subsidizes ABC above tuition. Jason Lovelady responded that the more students there are, the less support that is required from the Church. He stated that this year the subsidy is about $145,000.
Dennis Luker inquired what area receives the most international subsidy. Jason Lovelady said that per region, the Spanish-speaking area is largest recipient, but he is not sure by country. He commented that he did not want to get into any detail further than that.
With regard to the remodel of the home office, the treasurer reported that the construction drawings are being worked on at this time, but he has not seen them as yet. The recommendation was that due to financial considerations, the remodel be held off until the end of May or the first part of June. Whether the remodel goes forward at that time can be determined then.
Darris McNeely asked if the remodel does not occur, will it affect providing meals for the students. Jason Lovelady responded that, without a commercial grade kitchen, meals cannot be provided for the students.
Jason Lovelady stated that the bank requires a corporate resolution to obtain a line of credit for the remodel. He mentioned that a resolution was previously submitted for unanimous written consent, but there was one member of the Council that did not approve the action. He then submitted a resolution for Council consideration. Jim Franks asked if the intent of the line of credit is that it can be used for more than just the remodel and Jason Lovelady agreed, but it would be for items such as equipment. Aaron Dean mentioned that it could also be used for the local church buildings recently purchased. Bill Eddington asked if the intent is to just leave the line of credit open, and Jason Lovelady agreed that was the plan. Melvin Rhodes asked what the interest rate is, and Jason Lovelady said that it was tied to LIBOR, but did not remember the exact amount, because it was tied to the amount being borrowed as well, but it was a very reasonable, somewhere around 3 to 4 percent at this time.
Then Aaron Dean moved, Victor Kubik seconded and Council of Elders unanimously adopted the resolution for obtaining a bank line of credit with JPMorgan Chase Bank.
With regard to the Denton property, Jason Lovelady reported that the first offer, although not serious, has been received. He said that real estate activity is starting to pick up in the Dallas area. He also commented that he has a real estate report coming and will have that information for the Council once he receives it.
Committee Reports
Roles and Rules Committee: Bill Eddington reported that, although the committee has been busy with many items, the committee has not had time to discuss the process for selecting the president, and he suggested that the whole Council take this on.
Doctrine Committee: Bob Berendt said that the committee will review the Matthew 18 paper because it has been questioned. He said the committee is waiting to receive and review the Nature of Man study paper.
Ethics Committee: The sexual misconduct policy paper is being worked on. Victor Kubik stated that he intends to have Larry Darden address the topic as well. Victor Kubik also mentioned that the committee is looking at other organization’s sexual misconduct policies.
Strategic Planning and Finance Committee: Aaron Dean said that the main thing he is concerned about is the legal suit filed in the Ninth Circuit Court Appeals with regard to challenging the validity of ministerial parsonages allowances.
Media and Communications Committee: Darris McNeely stated that the committee has not met since the last round of Council meetings and therefore has nothing to report.
Amendment Committee Appointments; Approval of Amendment Schedule
Bill Eddington mentioned that he and Rick Avent, chairman of the Amendment Committee, recommend that Mark Rorem, who is an attorney, be reappointed to the Amendment Committee. He stated that one member does not wish to be reappointed. He commented that the recommendation is to have Gerhard Marx, currently the alternate member, step on as full member of the committee. He said that candidates for the alternate member on the committee need to be submitted from the Council of Elders.
Bill Eddington moved, Robin Webber seconded and the Council unanimously approved Mark Rorem be reappointed to the Amendment Committee and that Gerhard Marx, currently an alternate on the committee, replace the member who did not wish to continue on the committee once his term expires.
David Johnson pointed out the Amendment Committee’s work begins in late June, and it would be advisable to appoint the alternate during these Council meetings.
The Council unanimously approved the schedules for amending the governing documents and for amending the fundamental beliefs.
Maintaining Recordings of Council Meetings
David Johnson said that Board Source recommends that any recordings of board meetings be destroyed once the official minutes of those meetings are approved. Larry Darden said that he agreed with the recommendation, but that he believes it would be good to listen to some of the older tapes with regard to our history.
Bill Eddington commented that he agrees with the recommendation and that the corporate model is to simply capture the decisions, resolutions and votes of the Council and not the sense of what was going on in the Council. David Johnson said that the corporate model is not to record quotes, which can be taken out of context.
Bill Eddington said that it is even more important that executive session meetings be abbreviated, even more than the regular session meetings. He stated that this is true for Australian law but would defer to Larry Darden with regard to American law.
Larry Darden stated that, with regard to separation of church and state in this country, there is less of a chance courts will seek the documents of a church, but he does agree it would be better to have the executive minutes abbreviated.
Roy Holladay said that, since David Johnson has offered, it would be good to have the secretary send both detailed and abbreviated minutes for the open and executive session minutes. The Council could then decide which way it would like to see the minutes recorded.
Process and Timeline for Selection of New President
Bill Eddington, as chairman of the Roles and Rules Committee, offered both a short- and long-term timeline for selecting the president. He reported that the current chairman of the Council also is the acting president and, when the new chairman is chosen, the new chairman will then be the acting president unless the short-term version is approved by the Council and the president is chosen by this current Council.
The proposed short-term version would have a face-to-face meeting of the Council on June 27, 28 and 29 if necessary. The newly chosen president would be notified and would assume his responsibilities on July 1.
A recommendation is to request the input of the members of the GCE with the timeline allowing for two weeks of input from the GCE. Jim Franks pointed out that the responses from the GCE would come during the time of the Feast of Pentecost and suggested that it be cut back to one week so as not to interfere with the Feast of Pentecost. David Baker mentioned that some in the international areas do not have access to e-mail, and they would not be able to get something back by regular mail in time.
Doug Horchak commented that the Council had discussed taking proper time and not choosing the president until August. Bill Eddington stated that his personal preference is to use the longer version. He commented that there is nothing in the short version that would allow the Council to do a second set of interviews if it so desired.
Another issue addressed was with regard to producing the Festival film and who will be the key speaker. Peter Eddington replied that this year the Festival film will be scaled back—with no international presentations this year—because of various issues. He said that the interim president, the new chairman or the interim operation manager for Ministerial Services could be used as the key speaker.
John Elliott asked if the Council has considered what the expectations are of the membership regarding the time it will take for choosing the president. Scott Ashley stated that he is also concerned about that as well.
Victor Kubik said that he believes the Council already has a set of names to consider, but does believe the longer process is preferable.
Mike Blackwell pointed out that using the short timeline would still make it difficult for the new president to show up in time, especially if the person chosen is not already employed by the Church. He mentioned that, if a president were chosen who was not employed by the Church, he would have to give two-weeks notice.
Dave Treybig commented that the Council needs to focus on reassurance and comfort for the brethren at this time. He stated that the Council needs to think in terms of how the members of the GCE and membership see the process being done. Overall, he prefers the long version, he continued, because otherwise it could give the impression that the current Council pushed its final agenda onto the Church.
Mario Seiglie said that, if it can be done within two months—the short version—that is what he would prefer, but he does not want this to be left in abeyance for a longer period than necessary.
Bob Berendt cautioned that it should be go slow and sure. Jim Franks stated that, regardless of what version is used, the newly elected members of the Council should still be employed in the discussion. Darris McNeely agreed with that assessment. Bill Eddington said that, if the shorter version is used, the newly elected Council members will be advisers, though not able to vote. He mentioned that, if the shorter version is used, it does not preclude going past the time allotted if needed.
Aaron Dean said that he would not know who to nominate for an office in Australia and does not believe most of the international members of the GCE would have a name to submit for president here in the United States.
Bill Eddington asked, and seven members of the Council prefer using the short version of the process and timeline for the selecting of the president. He said he will consider the dates within the timeline and see if it can be shortened any.
Bill Eddington then addressed the qualities, skills and experience required of the president. Scott Ashley stated that he would prefer eliminating the point “field pastor experience—highly preferred but not mandatory” so that it is not self-limiting. Jim Franks suggested that it be reworded as “ministerial experience.” Scott Ashley pointed out that one of the gifts of the spirit in 1 Corinthians 12 is the gift of administration. He stated that, just because someone is a good speaker, that does not necessarily make him a good administrator. Aaron Dean asked if a local elder would be considered as having field experience. Jason Lovelady suggested that this list of qualifications is good for the Council, but would prefer to have this list sent out to the GCE in summary form.
Roy Holladay asked if there are any Human Resources issues the Council needs to be aware of in this process. He suggested that the Council receive specific directives as to what and how to ask questions of the candidates. Jason Lovelady replied that he can work up some suggestions and Roy Holladay commented that it would be helpful.
Consideration of Extension of the Term of the Interim President
Bill Eddington mentioned the idea of having the current interim president continue as the interim president should the process and timeline for choosing the president extend past the current term of the chairman of the Council of Elders, which ends June 30. Larry Darden replied that he believes it would be a rather liberal interpretation of the section of Bylaws Section 9.5, but the Council interprets the Bylaws. Aaron Dean said that the direct interpretation is as Larry Darden said—if the selection process goes beyond June 30, the new chairman would step in as interim president until the new president is chosen. Aaron Dean commented that the new chairman could ask Roy Holladay to step in for him for the short duration. Jim Franks said that he does not see a big problem with having the new chairman take over as president for a brief time.
Mario Seiglie said that it is important to have the president named before the end of this Council’s term. Melvin Rhodes said that, for stability’s sake, he believes it is not good to have two interim presidents—otherwise we can look like a “banana republic” with rapid turnover of leaders.
Doug Horchak said that we should be true to our governing documents despite the look of a banana republic, but that the new chairman can shadow Roy Holladay to see how things are done until the new chairman takes office July 1. He commented that the new chairman, if a new president is not chosen, can still rely on Roy Holladay.
Roy Holladay mentioned that the Bylaws appear to be clear that if a new president is not chosen by the Council by June 30, the next Council chairman would then step in as president until the Council selection is made. Darris McNeely and Jim Franks said that they believe that to interpret the Bylaws otherwise is forcing a new interpretation. Jim Franks stated that there are more people who are reading and familiar with the Bylaws now. Robin Webber commented that he appreciates Larry Darden’s approach of strict enforcement of the Bylaws. Aaron Dean said that there are certain Bylaws that are subject to interpretation, but this one does not appear to be interpretable. Larry Darden suggested that one possible way around this difficulty is that Roy Holladay could be appointed, by a 2/3 ballot of the Council, on a contractual basis until the new president is chosen.
The Council fully agreed that the Bylaws should be followed as written and that, if the selection process for a new president extends beyond June 30, the next Council chairman will step in as interim president until the final Council selection is made.
Review of the Governing Documents
Following up on a Council resolution from the February meetings, Roles and Rules Committee chairman Bill Eddington proposed the scope, purpose, process and outcome by which the governing documents will be reviewed, with accompanying proposed amendments to be put to the GCE for their approval. He also suggested a timeline for fulfilling the various stages of the proposed review.
John Elliott commented that the roles and responsibilities of the various entities within the governing documents are ambiguous and would like to have those roles and responsibilities clearly defined, with an oversight committee that would make sure those roles and responsibilities are adhered to. He said that there are three large bodies within the organization that need to be addressed specifically.
Aaron Dean said that there needs to be more of a “how-to” instead of the responsibilities. He would like to look at those areas where the governing documents are at odds with themselves. Bill Eddington replied that it is not the intention of this task force to completely rewrite the governing documents, but just clarify them, although there may be some areas that need to be considered for a rewrite. Doug Horchak asked if the people suggested for this task force would have to be approved by the Council. Bill Eddington said that, at this point, he did not think so, although those suggested would have to agree to serve on the task force.
Bill Eddington asked if there were any objections to the proposal as presented to the Council of Elders. Bill Eddington then moved, Bob Berendt seconded and the Council of Elders unanimously approved the “Terms of Reference for Review of Governing Documents” laying out the scope, purpose, process and outcome of the review of the governing documents of the Church.
Elder Expulsion Appeal Committee
Bill Eddington pointed out that, at this time, we are technically in violation of the rules for the Elder Expulsion Appeal Committee (EEAC), because there were only two international elders for the EEAC and there are no elders available for alternate international elders. He asked if it is acceptable to remove the requirement that there be international representatives on the EEAC. Bob Berendt responded that he was on the first EEAC and the very first case was an international appeal. He said that he would like to see the Council encourage the international elders to place their names in for EEAC consideration. David Baker said that there is only one individual in the Philippines who has served as an elder for the required 20 years or more. Scott Ashley suggested dropping the requirement for number of years serving as an elder to 15 years. David Johnson stated that the next election will need to take place before August 2011. The EEAC is fully constituted, Bill Eddington pointed out, but it is not constituted per the guidelines and, to correct it, there must be an election.
Bill Eddington addressed the need for adding to our policies actions such as censure to the types of sanctions the Council of Elders might apply. He stated that there is currently no provision for censure as mentioned previously by former chairman Bob Dick, even though such action was carried out by a previous Council.
Bill Eddington moved, Bob Berendt seconded and the Council of Elders unanimously adopted the “Policy and Procedure for Suspension and Expulsion from the General Conference of Elders.” Bill Eddington moved, Bob Berendt seconded and the Council of Elders unanimously adopted the “Procedure for Appeal of Suspension from the General Conference of Elders.”
Member Appeal
Bill Eddington moved, Bob Berendt seconded and the Council of Elders unanimously adopted the “Member Appeal Committee—Scope and Responsibilities.”
Bill Eddington moved, Darris McNeely seconded and the Council of Elders unanimously adopted the “Policy for Member Appeal to the Council of Elders.”
Bill Eddington moved, Bob Berendt seconded and the Council of Elders unanimously adopted the “Procedure for Member Appeal to the Council of Elders.”
Bill Eddington moved, Aaron Dean seconded and the Council of Elders unanimously approved rescinding the Member Appeal Committee Job Description, adopted April 2003, and the Policy for Member Appeal to the Council of Elders, adopted December 1999, which have been replaced by the action taken previously today.
The meeting is adjourned at 4:50 p.m. with prayer by Melvin Rhodes.
-end-
Gerald Seelig
Council Reporter
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