United Church of God, an International Association
Council of Elders Meeting Report

 Wednesday, May 9, 2001 - Cincinnati, Ohio
   

                The Council of Elders dealt with several administrative matters today. They devoted a portion of the morning to an executive session and deliberated on the criteria used to reaffirm the service of the officers of the Church.

Administrative Matters

                 The Council began todayâs meetings in executive session, dealing with specifics of the proposed relationship with the Remnant Church of God in Ghana. Following the closed session, numerous administrative issues filled a large portion of todayâs docket. These included:  

•       Crafting and refining the letter and request for approval from the General Conference of Elders for proceeding with the official relationship with the Remnant Church of God (see report for May 8, 2001). All twelve members of the Council unanimously approved the final result.
  

•       Suggesting minor modifications to the latest draft of a policy on local church buildings in the United States. The revised policy was then unanimously approved (Gary Antion absent). 
  

•       Reviewing and unanimously adopting a job description for the secretary of the United Church of God
  

•       Reviewing and unanimously adopting a job description for the treasurer of the United Church of God.
  

•       Examining and unanimously approving a form for job performance assessment for the treasurer of the United Church of God.
  

•       Upon explanation, unanimously adopting a proposal to alter the banking arrangements for the Church in Estonia (required by the local bank). 
  

•       Examining and retaining forms for self-assessment by members of non-profit boards. Forms will be returned to Gary Antion, chairman of the Ethics Review/Roles and Process committee.

  Criteria for Reaffirming Officers of the Church

                 Leon Walker brought an item of business to the Council for discussion. The General Conference of Elders adopted an amendment to section 9.1 of the Bylaws in 2000. This section deals with reaffirmation of the officers of the United Church of God. An older section, 9.3 of the Bylaws, deals solely with the removal of an officer of the Church. Several members of the GCE have expressed their concern that the amended portion (unintentionally) creates two different majorities regarding the service of the Churchâs officers. Here are the two relevant portions of section 9 of the Bylaws:

•       9.1 OFFICERS
  The officers of the Corporation shall be president, secretary and
  treasurer. They shall be approved by a two-thirds (2/3) secret ballot of the
  Council. If after three (3) ballots no candidate is elected, that officer
  vacancy can be filled by a ballot of a simple majority of the Council. Any
  officer of the corporation serves at the pleasure of the Council and can be
  removed with or without cause by a two-thirds (2/3) ballot of the Council. At
  the regularly scheduled Council meeting just prior to the anniversary of each
  third year of service for each officer, the Council must reaffirm, with at
  least a simple majority, the continuance of each officer on an individual
  basis. If an officer is not so affirmed, he must step down effective on the
  date specified by the Council majority, and a replacement approved as soon as
  possible. No officer may serve concurrently in more than one (1) office. The
  president may also be a member of the Council but may not, except as provided
  in 9.5 below, serve as chairman of the Council. 
  

•       9.3 REMOVAL OF OFFICERS
  Without prejudice to any rights of an officer under any contract of
  employment, any officer may be removed, with or without cause, by the
  Council, upon a two-thirds (2/3) vote of the Council.

    Mr. Walker stated that he wished to keep the discussion out of executive session, since it was his intent that it be about the criteria used to determine the matter, not personalities. He stated that he believed certain sections of the amendments had been drawn up in light of specific experiences and circumstances. He asked Council to consider if certain criteria had been placed on these offices that were not set in place for any other employee of the Church. Is the expectation for these responsibilities that they be more-or-less permanent (at least, long-term), or temporary?

                Chairman Roy Holladay asked Mr. Walker in what direction he wished to point the discussion. Mr. Walker responded by stating his belief that the Council needed to review the applicable article of the Bylaws itself. Has it created problems for us, due to its wording, that we donât wish to have? He elaborated on his meaning. ãI believe it is wrong for a ballot, with the purpose of reaffirming an officer, to result in his departure, based on a minority ballot,ä he said. This would be possible if the officer in question served as a member of the Council (as the president may, based on the governing documents of the Church). The officer would normally recuse himself from a ballot on his own reconfirmation, and could theoretically fall one vote short of the simple majority of the entire Council (7) required by Bylaws 9.1 for his continuance in the job (a vote of 6-5 in his favor, with his own abstention). 

                Richard Thompson stated, ãWhat weâve done is to create two sets of numbers resulting in the removal of an officer. Do we want that? It is either eight to remove him at any point [in time], or possibly only five to remove at the time of reconfirmation.ä 

                Secretary Gerald Seelig recalled the origin of the amendment. It was put forward by a member of the General Conference of Elders in advance of the General Conference of 2000. The Council had certain concerns about specific wording in the amendment as proposed, and asked the elder who submitted it if he would consider withdrawing his amendment in favor of one drawn up by the Council itself. The elder agreed, withdrew his amendment, and the Council submitted its version of the amendment, which then passed in last yearâs balloting.  

                Don Ward indicated his belief that the article needs work no matter which direction is taken. As he pointed out, the governing documents also have two differing sets of numbers for choosing an officer. Eight votes are required to select him in any of the first three ballots of his initial appointment, or seven in either the succeeding ballots of the initial appointment or at a later reaffirmation of service. He stated his belief that the historical approach for all Church employees to feel they should ãdie in the saddleä could have an impact here too. 

                Mr. Walker asked that the details outlined above (regarding appointment and reaffirmation) be stated clearly in the job descriptions for officers. At present, he said, no other position in the Church has the inherent job insecurity that the three officers do. Council service is different, since the temporary nature of it is clearly spelled out and understood. He pointed out the unintended nature of the quandary, ãWe have created a different perspective without spelling it out, or meaning to. The intent [of the Bylaw] was to make it hard to remove [an officer] ö it would take eight of the 12 [Council votes].ä But the added concept of reaffirmation changes that.  

                Burk McNair acknowledged the concern of many in the General Conference, and asked the Council to address the issue soon. Aaron Dean said he felt part of the reason for the situation is the fact that issues like this are most often handled in executive session, which means the General Conference has no basis for understanding the results. Mr. Walker stated that this was why he wanted to discuss the criteria involved, and do it in open session of the Council. 

                Mr. Holladay proposed having the Ethics Review/Roles and Process committee (Gary Antion, chairman) go to work on the difficulty, and bring back a recommendation to the Council at its next set of meetings in August. Mr. Walker agreed with that step, and asked that Mr. Antionâs committee examine the wording of the applicable Bylaws section and eliminate clauses that could cause misunderstanding. The committee will be asked to establish criteria and a process for selecting each of the three officers of the Church. Based upon the recommendation of the committee the Council may suggest rewording section 9.1 of the Bylaws. 

-Doug Johnson

© 2001 United Church of God, an International Association