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Governance Manual C1

Page history last edited by Bonnyville Baptist Church 5 years, 10 months ago

SECTION C:  GOVERNANCE PROCESSES

 

The governance processes are divided into four separate areas. They reflect the four distinct responsibilities of the board.

 

C1            BOARD PROCESSES:    In these processes the word “shall” means the action is required. The word “may” means the action is optional.

 

C1.1         Composition of the Board:   The board is comprised of between 4 and 6 elders recognized by the church as godly leaders, and the Senior pastor as an ex-officio, non-voting member. Nominations for the office of elder are recommended by the existing board and approved (minimum 75%) at a general meeting of the Church for a maximum of a three years term.  Elders are eligible for reelection at the termination of any term (bylaws Article 6.4.3).   Members of the congregation may suggest people for consideration to the position of elder.  The process for removing an elder from office is stated in the bylaws, Article 6.4.4.2.  Click link for Board Member Competencies

 

C1.2         Board Chair, Vice-chair, and Secretary:   At its first meeting following the annual meeting of the congregation the board shall elect from its own voting membership a chair, vice-chair and secretary (bylaws Article 6.4.6.1).  All elections are for a one-year term commencing at the end of the meeting at which the election took place.   No elder may be elected to serve as chair, vice-chair or secretary for more than three consecutive one year terms.  The chair, vice-chair, and secretary may be removed from office by a two-thirds majority vote of the remaining elders.

 

C1.3         Board Meetings:  The board holds at least four (4) meetings each year (bylaws Article 6.4.6.2).   The dates, venue and duration of each meeting shall be determined by majority vote. Changes to dates, venue and duration may be made by majority vote at any time before the meeting.  The board chair or any three elders may call a special meeting of the board on a minimum of 48 hours notice.

 

C1.4         Board Meeting Preparation:  The board chair shall prepare a proposed agenda, having consulted the senior pastor.   A complete information packet shall be delivered to each elder not less than seven (7) days before the meeting.

 

C1.5         Quorum:  The quorum consists of 75% of the elders (bylaws Article 6.4.6.5).

 

C1.6         Meeting Procedures:

 

C1.6.1    Motions:  The chair shall determine the protocol for the presentation of information and for discussion by the elders. In order to determine the need for and the content of the motion, informal discussion may occur on a subject before a specific motion is made and seconded.  Motions shall be made and seconded before formal discussion on the specific motion may begin.  The motion shall be recorded by the recording secretary and read aloud before debate commences.

 

C1.6.2    Amendments or substitute motions or changes in wording require a motion and a second after the original motion has been seconded.  The amendment, motion to substitute or to change wording shall be decided by vote before the amended, substituted or modified motion is put to the vote.

 

C1.6.3    Agendas shall be structured to include the four areas of the board’s responsibility:

  • Board structure and process;

  • Strategic Planning;

  • Delegation to the Senior pastor and Administration team;

 

Monitoring and Measuring.

 

C1.6.4    Conduct in Business:  If there is a need for a decision concerning conduct in business, Robert’s Rules of Order Revised (www.robertsrules.org) shall be the procedure followed.

 

C1.7         Consensus and Voting:   Decisions may be made by consensus. When consensus is not possible, decisions shall be made by voting.   A simple majority is required to pass a motion.   Each elder has one vote and a tie vote means the motion is defeated (bylaws Article 6.4.6.6).  The board chair may cast a deciding vote in the event of a tie.

 

A show of hands is sufficient but an elder may call for a count which then shall be taken and recorded.   Any elder may call for a written ballot by making a motion to that effect.

 

C1.8         Governance Manual Reviews:  The review of the Governance Manual shall take place at the first board meeting each year.   If changes are needed the board will request the policy review committee to address such changes.

 

C1.9         Conflict of Interest Policy:  The purpose of this policy is to identify and manage potential conflicts of interest between an elder and the church.  If any elder has any personal or corporate interest in any matter other than the best interest for the welfare of the church, there is a potential conflict of interest.

 

C1.9.1    Each elder shall:

  • Examine the board agenda for potential conflicts of interest;

  • Notify the board chair before the meeting of the potential conflict;

  • Declare the potential conflict at the beginning of the meeting where the matter appears on the agenda;

  • Abstain from discussion and voting on the agenda item unless invited to do so by the chair;

  • Excuse himself from that portion of the meeting if asked to do so by the chair or the board.

     

    C1.9.2    The board chair shall:

  • Advise the board of any potential conflicts of interest that have been declared;

  • Call for potential conflicts of interest at the beginning of each meeting ;

  • Determine whether the elder is in conflict in the matter;

  • Determine the role of the elder during the discussion of the agenda item in which there is a potential conflict.

     

    C1.9.3    In cases where the potential conflict is unclear or undeclared the board shall:

  • Decide whether the matter should be handled as a potential conflict of interest;

  • Decide the appropriate course of action to deal with an undeclared conflict;

  • Record the potential conflict and related actions in it minutes.

     

    C1.10       Conflict Resolution Policy:  A6-3 Conflict Resolution Policy

     

    C1.10.1  Principles:  The board shall follow the guidelines for conflict resolution contained in Matthew 18:15-17 and 1 Corinthians 6:1-8. Thus, the principles of any conflict resolution process shall include the following:

  • A forgiving spirit on the board’s part will be the foundation of any conflict resolution process;

  • Begin with direct negotiation and proceed to mediation and arbitration as required

  • Be fair and transparent and shall seek to uphold the dignity of all persons;

  • Seek justice first and reconciliation second, recognizing that justice is necessary in order to achieve reconciliation.

     

    C1.10.2    Types of Potential Conflicts:  This policy addresses the following potential conflicts:

     

    A.    Conflicts in which the board is directly involved, i.e. conflicts within the board, conflicts between the board and persons or groups within the church (members/staff/volunteers), conflicts between the board and persons or groups outside the church.

     

           In cases where the board is one of the parties in the conflict, the board shall attempt to negotiate the conflict. Should those efforts fail, the board shall seek to resolve the conflict through mediation before submitting the conflict to arbitration.

     

    B.    Conflicts that the board is being asked to arbitrate, i.e. conflicts between persons or groups within the church, conflicts between persons or groups within the church and persons or groups outside the church.

     

           In cases where the board is not one of the parties in the conflict but is being asked to arbitrate the conflict, the board shall not become involved until all efforts at negotiation and mediation (whether described in policy or not) have been exhausted.

     

           Where those efforts have failed and the board has agreed to be the arbiter in the conflict, the following components shall be part of the board process:

  • The person or group making the allegation(s) shall be identified;

  • The person or group to whom the allegation(s) is/are directed shall be identified;

  • The allegation(s) shall be made in writing to avoid assumptions or misperceptions, hearsay or irresponsible criticism;

  • The allegation(s) shall be accompanied by information that supports the allegation(s);

  • Both the allegation(s) and the supporting information shall be shared with the person(s) or group to whom the allegation(s) are directed;

  • At the discretion of the board the allegation(s) shall be presented to the board in the presence of the person(s) or group to whom they refer;

  • The person(s) or group to whom the allegation is directed shall have an opportunity to request additional information in writing and respond to the allegation(s) in the presence of the person(s) bringing them;

  • The board shall have an opportunity to ask both parties for clarification or information;

  • The board may meet in camera to consider the conflict. New information may not be considered in the in camera session;

  • The board shall report its decision to both parties in writing.

  • Under exceptional circumstances (e.g. sexual harassment, fraud) there may be delays in the conflict resolution process to allow for external investigation.

     

    C1.11       Minutes, Recording, Distribution, Approval:  The board minutes are the only official record of board action.  Only decisions and actions recorded in the official minutes shall be considered as official action of the board.

     

    The board secretary shall submit the board minutes to the board chair within one week following the board meeting.

     

    The minutes shall be approved at the next board meeting and shall become the official record of action taken at the previous board meeting.

     

    C1.12       Staff and Guest Attendance:  The board may invite any person to attend its meetings as a guest observer, presenter or participant.  Normally, the chair shall approve such visitors.

     

    Permission to speak or participate in discussion shall be the prerogative of the chair. The board may also approve the presence and level of participation of visitors by vote.

     

 

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