The Role of the Board of Directors as a Policy Board

The roles and responsibilities of a Board of Directors in a Metropolitan Community Church are both similar and different in contrast to other business and nonprofit organizations as well as congregations affiliated with other denominations. The key similarities are mostly legal; churches are usually incorporated under provincial or state nonprofit corporation laws. Also, churches, like other charities, hold tax exempt status under national tax laws. The key differences in churches are shaped strongly by organizational culture. Congregational size, history, denominational affiliation, and form of church government often shape the differences.

What makes us unique?

• We are church with a congregational form of government. We are accountable to the members who elect us.
• As congregants we are in covenant and community with each other. We have more, stronger, and closer social networks than most other nonprofit organizations.
• We have specific organizational mandates based upon the bylaws of our denomination, the UFMCC. For example, The Senior Pastor has sole authority for the content and order of all worship services.
• The Senior Pastor (CEO) is hired by the congregation through election and is vested with specific duties and authority – such as teacher, preacher, and spiritual leader – for which he/she is accountable directly to the congregation. This differs from most secular non-profit organizations where the Board of Directors hires the Chief Executive Officer who is accountable solely to the Board.
• We have distinctive characteristics based on the large size of our congregation and the size to which our vision aspires.

What type of Board should we be?

• In smaller churches boards typically have a “hands-on” role in the implementation of board policies. As a church becomes larger it becomes increasingly necessary to delegate the implementation of policies to the staff. Therefore, we should be a policy board.
• As a large congregation our Board continues to evolve in placing its primary focus on:
o Identification of needed policy related to the business operations of the church.
o The approval of policy
o Ensuring that appropriate controls are in place for the fulfillment of policy.
What are the roles of the Board, Senior Pastor and staff in the development, management and oversight of policy?
• In a large church, Board members rely increasingly on the expertise, competence and diligence of professional staff to draft new policies. Policy development, whether about budget, personnel or ministry direction, is the result of effective collaboration between the Board and staff. The Board of Directors then gives formal approval of the policy.
• Staff members have a duty of sound management, meeting goals and targets, and timely reporting of information on the implementation of Board-approved plans to the Board through the Executive Pastor.
• The Senior Pastor, while not reporting to the Board, is ultimately accountable to the Board of Directors for the implementation of Board policies that have been delegated to the staff. Staff members are ultimately accountable to the Senior Pastor.
• More than anything, it is imperative that the members of the Board, the Senior Pastor and senior staff members build good relationships and a working partnership. This is one of the greatest gifts they can give the congregation.

What do we define as policy?

• A policy is an authoritative written statement designed to give clear direction to many individual decisions over time. (adapted from Dan Hotchkiss in Governance and Ministry: Rethinking Board Leadership, published by the Alban Institute, 2009)

On what areas of policy should we focus?

• Vision development and refinement: This includes what a congregation does to discover and articulate its mission as well as the role of the Board in long-term vision and goals of the church. This is often done in a process that engages the staff and congregation as well as Board members. It results in approving guiding documents that may include:
o Bedrock Beliefs
o Core Values
o Statement of Mission
o Statement of Vision
o Major tangible goals toward the vision
o Open Questions; Unanswered questions about our mission and vision
• Strategy: This involves long-range planning usually accomplished through the development of a strategic plan in partnership with staff.
o Ensure that an effective strategic planning process is in place.
o Approve a strategic plan with identification of strategic initiatives and goals that will move the congregation successfully toward the realization of its vision.
o Conduct a periodic review of the strategic plan and progress toward its success.
o Approve an annual operating budget to fund the plans for the realization of the mission and vision.
• Management: Policies on management serve to delegate parts of the board’s authority and power to others.
o Approve policies to ensure proper financial controls, secure management of assets including facilities, and accurate financial accounting.
o Approve policies to ensure sound management of all personnel, both compensated and volunteer.
o Approve policies to ensure effective risk management.
• Oversight: Ensures that standards and processes are in place for monitoring and evaluating implementation of all policies that have been approved by the Board.
o Establish board committees for oversight purposes as needed and receive timely reports.
o Approve the annual independent audit of financial statements to be submitted to the congregation.
o Receive periodic staff reports on progress of the annual program of work and strategic initiatives.
o Conduct a mutually agreed upon process with the Senior Pastor to provide feedback and assessment of leadership and ministry results.
o Conduct a periodic review to ensure that all legal/fiduciary responsibilities of the Board are being fulfilled.

MCC Toronto Bylaws

Metropolitan Community Church of Toronto

Local By-Laws

Approved by the Congregation: July 16, 1978
Revised by the Board of Directors: September 15, 1998
Approved by the Congregation: October 28, 1998
Approved by the Congregation: February 12, 2006
Approved by the Congregation: September 23, 2012

Article I: Name
Article II: Affiliation
Article III: Purpose
Article IV: Members
Article V: Congregational Meetings
Article VI: Board of Directors; also referred to as “the Board”
Article VII: Senior Pastor
Article VIII: Lay Delegates
Article IX: Amendments to By-Laws

Article I: Name

The name of this church shall be “Metropolitan Community Church of Toronto”.

Article II: Affiliation

This church is an affiliated congregation of the Universal Fellowship of Metropolitan Community Churches (UFMCC).

Article III: Purpose

The purpose of this church is:
A. To preach, teach, and advance the beliefs, values, mission and vision of this congregation.
B. To establish, maintain and support places of worship with services conducted according to the beliefs, values, mission and vision of this church.
C. To support and maintain missions and projects in order to act on the faith of this church.

Article IV: Members

A. Members in Good Standing
1. A Member in good standing is defined as any person who has attended a membership class, entered into the Covenant of Membership, and has been confirmed by the Senior Pastor in the Rite of Membership.
2. Members in good standing may speak as a matter of right at Congregational Meetings. Others may speak at Congregational Meetings if nominated by the Board of Directors, hereinafter referred to as “the Board.” Only members in good standing may vote on motions at Congregational Meetings.
3. The list of Members in good standing shall be maintained by the church staff, who shall report changes annually to the Board.
4. Any Member who has not been fulfilling the Covenant of Membership within the last six (6) months to one (1) year may be removed from the list of Members in good standing by the Board and placed on a list of nonvoting inactive members.
B. Discipline of Members
A Member may be disaffiliated or removed from membership for cause at any time by the Board. Removal may be for malfeasance, theft, disloyalty, unbecoming conduct, or actions taken against the best interests of the church. The Senior Pastor or his or her designee shall present the name of such a member including the reason(s) for the recommended disaffiliation or removal to an in camera session of the Board at its next regularly scheduled meeting. Notification of such removal shall be sent in writing to the last known mailing address of the Member so affected. The Member will be afforded the right of appeal to the Board at a regular or called meeting of the Board.

Article V: Congregational Meetings

A. Annual Congregational Business Meeting
1. Notification of Members
a. The Board shall call an annual Congregational Business Meeting annually.
b. The Board shall ensure that an announcement of an upcoming Congregational Business Meeting is made at each worship service for at least one (1) month in advance of the meeting.
c. The Board shall provide notice of the agenda for the meeting two weeks prior to the scheduled meeting date.
d. The meeting date and agenda will also be announced in the Sunday News and E-News publications.
2. Quorum
The required quorum for a Congregational Meeting is 10% of the active members, who must be present at the beginning of the meeting.
3. Agenda
a. The agenda for a Congregational Business Meeting shall be prepared by its
Moderator and shall be approved by the Board.
b. Items from members for inclusion on the agenda of a Congregational Business Meeting shall be submitted to the Moderator of the Board in writing at least sixty (60) days before the meeting. The Board shall decide if an item submitted is to be included on the meeting agenda.
c. The agenda of the annual Congregational Business Meeting shall include but not be limited to the following:
1) Reports to be received as information
a) Report of the Senior Pastor
b) Report of the current annual ministry goals and budget approved
by the Board
2) Approve audited financial statements of the most recent fiscal year.
3) Resolution to appoint the auditor.
4) Amendments to the bylaws of this church if any have been proposed by
the Board.
5) Election of members to the Board.
4. Nominations and Elections
a. Nominating Committee for the Board of Directors
A nominating committee consisting of two (2) persons – one chosen by the Senior Pastor; one chosen by the Board exclusive of the Senior Pastor – shall be established to nominate the best-qualified candidate for each position to be filled by the congregation at a Congregational Meeting.
b. Elections
No-one shall be elected to any position in the Metropolitan Community Church of Toronto except by receiving a vote in favour of such election from more than one half (½) of the persons present and voting in the election
5. Parliamentary Procedure
The written authority for all matters of parliamentary procedure at meetings of the Board, at Congregational Business Meetings, and at all other meetings at which church business is to be conducted according to parliamentary procedure shall be Robert’s Rules of Order.
B. Special Congregational Business Meetings
1. Calling a Special Congregational Business Meeting
A Special Congregational Business Meeting may be called by the Senior Pastor, a majority vote of the Board or by a petition signed by at least ten (10) percent of the members in good standing. Such a petition must be presented to the Board. At its next scheduled meeting following receipt of the petition, the Board will set the date for a Special Congregational Business Meeting
2. Notification of Members
When a Special Congregational Business Meeting has been called the Board shall make all reasonable efforts to notify members in good standing of the meeting and agenda at least two weeks prior to the scheduled meeting date.
3. Special Elections
If at any time there are too few members of the Board to constitute a quorum for Board meetings, a special Congregational Meeting shall be called by the moderator to fill the vacancies. Such a meeting shall take place within thirty (30) days after the membership of the Board has fallen below the minimum for quorum.

Article VI: Board of Directors

A. Composition of the Board
The Board, shall consist of a Moderator, who shall be the Senior Pastor, and six (6) other persons, who must be members, and shall be elected by the members in good standing of the church or appointed by existing members of the Board In accordance with these bylaws.
B. Duties of the Board
1. The members of the Board shall provide financial oversight of the church, ensure the development of strategic plans, be good will ambassadors promoting the church programs, events, and services and advise the Senior Pastor on financial issues, strategic issues, and on other issues as requested.
2. In the event of a vacancy in the position of Senior Pastor the Board shall act as a Pastoral Search Committee to present a qualified candidate to the congregation as its next Senior Pastor.
C. Powers of the Board
1. The Board may from time to time:
a) borrow money on the credit of the Corporation (to mean the Metropolitan Community Church of Toronto); or
b) issue, sell or pledge securities of the Corporation; or
c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.
2. From time to time the Board may authorize any director, officer or employee of the Corporation or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given thereof, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Corporation as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
D. Terms of Office
1. Elected members
The term of office of a Board member elected by the congregation shall be three years and shall expire upon the election of his/her successor.
2. Appointed members
Vacancies on the Board occurring otherwise than by expiry of term of office shall be filled by appointment upon nomination of the Senior Pastor and by vote of the remaining members of the Board. The term of office of a person appointed to the Board by this procedure shall extend only until the Congregational Business Meeting next following at which elections usually occur.
3. Term Limits
a. Board Members
i. A Board member may serve if subsequently re-elected, two consecutive terms on the Board before having to step down for one term.
b. Vice Moderator
i. The Vice-Moderator may serve if subsequently re-elected, three consecutive terms on the Board before having to step down for one term, the third term as either Vice-Moderator or Past-Vice Moderator.
4. Staggered terms
If more than one third (1/3) of the places on the Board are being filled by vote of the congregation at a Congregational Meeting, one or more of the newly elected Board members shall serve a term of office of less than three (3) years, so as to ensure that at each of the next three (3) Congregational Business Meetings at which elections usually occur, no more than one third (1/3) of the places on the Board shall become vacant. In this case the Board shall determine the terms of office of the newly elected members, so as to ensure compliance with this Article
E. Board Meetings
1. The Board shall hold at least six (6) Ordinary Meetings during the year at a time to be determined by the Board. The Board may also hold additional Ordinary Meetings, as it deems necessary. The quorum for a Board Meeting shall consist of the Moderator or Vice Moderator and at least one half (½) of the remaining elected or appointed members of the Board.
2. The Board may exclude observers from its meetings by majority vote of the Board. The portion of the meeting from which observers are excluded shall be known as an in-camera session. No action taken by the Board in an in-camera session shall be considered official until it has been presented in an open session and an official vote has been taken and recorded in the minutes of that meeting.
G. Protection of Directors and Officers
1. Limitation of Liability: No director or officer of the Metropolitan Community Church of Toronto (hereafter in this Article the Church) shall be liable for any act or failure to act by any other director or officer of the Church or by any employee of the Church. No director or officer of the Church shall be liable for any loss arising from any fault in the title to any property acquired by the Church. No director or officer of the Church shall be liable for any loss arising from any fault in any security in which the Church might invest, or from
bankruptcy, insolvency, or wrongful act by any person to whom the Church might entrust any of its property. No director or officer of the Church shall be liable for any loss due to error of judgment or oversight on his/her part, or for any other loss whatsoever occurring in the carrying out of the duties of his/her office, unless this loss arises from the director’s or officer’s own willful neglect.
2. Indemnity: The Metropolitan Community Church of Toronto shall protect every director and officer of the Church against all costs arising in relation to his/her relations with the Church, unless they are occasioned by his/her own willful neglect.
3. Validity of Actions: No act or proceeding of any director or of the Board shall be deemed invalid or ineffective merely because it is subsequently ascertained that such act or proceeding was irregularly conducted or that the director was not properly qualified.
4. Reliance by Directors upon the Auditors: Directors may rely upon the accuracy of any statement or report prepared by the Church’s auditors, and shall not be held responsible for any loss resulting from acting upon such statement or report.
H. Retention of Board Membership
Any Board member who fails to fulfill the Covenant of Membership or fails to attend three (3) consecutive ordinary meetings of the Board of Directors may be removed by the Board by action of the Board.
I. Discipline of Board Members
This church cannot condone disloyalty, unbecoming conduct, or dereliction of duty on the part of any member of the Board of Directors. Therefore, the Board of Directors may remove by a majority vote of the full Board of Directors any of its members guilty of the above, with the exception of the Pastor who must be disciplined in accordance with the UFMCC Bylaws.

Article VII: Senior Pastor

A. Election
The Senior Pastor (identified as “Pastor” in UFMCC Bylaws) is elected by and accountable to the congregation to be responsible for the duties of preacher, teacher and spiritual leader for a continuous term until such time that the relationship is terminated.
B. Qualifications
The Senior Pastor shall be an ordained clergyperson of the UFMCC with a current licence to practice issued by the denomination. Other qualifications for this position may be established by the Board.
C. Roles and Responsibilities
1. The Senior Pastor shall fulfill the primary roles of visionary spiritual leader, preacher and teacher, and the public spokesperson for the church.
2. The Senior Pastor shall have the authority for ordering all worship services of the church.
3. The Senior Pastor is a member and the Moderator of the Board of Directors.
4. The Senior Pastor is the Chief Executive Officer of the church with oversight of all staff and volunteers.
D. Pastoral Transition
1. Vacancy in the position of Senior Pastor
a. In the event of a vacancy in the office of Senior Pastor due to resignation, removal from office, death or incapacitating illness, the Board shall provide for
interim pastoral leadership.
b. The Board of Directors shall serve as the Pastoral Search Committee to present a qualified candidate to the congregation for election as its next Senior Pastor.
2. Planned succession of the Senior Pastor
To provide for a more effective pastoral transition, the Board and Senior Pastor may agree to a process of planned succession that will present a candidate for election by a Congregational Business Meeting prior to a vacancy in the position of Senior Pastor.
3. Election of the Senior Pastor
To be elected as Senior Pastor, the candidate presented must receive at least seventy (70) percent of the votes cast at a Congregational Business Meeting.

Article VIII: Lay Delegates

At least 90 days prior to a scheduled General Conference of the UFMCC, the Board will appoint the appropriate number of Lay Delegates as allowed by UFMCC bylaws to represent MCC Toronto at the General Conference. The appointed Lay Delegates shall serve only at that General Conference or at any Special General Conference called prior the next scheduled General Conference.

Article IX: Adoption and Amendments

A. Adoption
These Bylaws shall become effective immediately upon adoption by a Congregational Business Meeting and approval by an Elder of the UFMCC
B Amendments
1. The local by-laws of Metropolitan Community Church of Toronto may be amended at any Congregational Business Meeting or any Special Congregational Meeting called for the purpose of amending the by-laws.
2. A proposed amendment to the local by-laws shall first have been enacted by the Board.
3. All suggested amendments to the by-laws other than those proposed by the Board, shall be presented in writing to the clerk Vice Moderator of the Board at least ninety (90) days before the Congregational Meeting at which they might be presented for approval, so that the Board will have time to consider them, and, if it so chooses, enact them.
4. A proposed amendment requires for its approval by the congregation an affirmative vote of at least two thirds (2/3) of the members in good standing present and voting at the meeting at which such amendment is being considered.
5. Proposed amendments to the by-laws may be further amended at the Congregational Business Meeting at which they are being considered for approval, but no new amendments may be introduced.