West Ohio Conference CANCAS BOT Training Powell UMC

West Ohio Conference CAN/CAS BOT Training Powell UMC February 3, 2018

Presenter • Christopher E. Hogan Ø Member, Riverside UMC Ø Married with 3 Children Ø 20 Years Church Representation Ø Conference Chancellor since June 2016

Today’s Program • Organization of Methodist Movement • Role of the BOT • Partners in Ministry and Stewardship • Select Discipline Provisions • Legal Duties of a Trustee • Overview of Concealed Carry in Churches • Role of Chancellor • Legal Service Guidelines • Potential Pitfalls

Your Materials • Power. Point Slides • Legal Duties of Trustees in Ohio • Sample Board Code of Conduct • 2016 GCFA Minimum Insurance Requirements • Glossary

A Note on Acronyms • CAN: Capital Area North District • CAS: Capital Area South District • BOT: Board of Trustees (or Directors) • BOD: Book of Discipline • AC: Annual Conference

Organizational Structure of the Methodist Movement (in a nutshell)

In a Nutshell • There is no Legal Entity Called the “United Methodist Church” • The Methodist Movement is “Connectional” Ø Key Connections ü General Conference ü Annual Conference ü Districts ü Local Churches

What’s a “Conference”? • “Conference” can refer to: Ø Geographic Area Ø Formal Gathering Ø Administrative Unit that Functions in between Formal Gatherings

The Charge Conference

The Charge Conference • The Charge Conference is the Primary Governing Body of the Local Church • The Charge Conference may Delegate Certain Tasks to a BOT—for example: Ø Incorporate the Church Ø Property Matters Ø Building Use Ø Gifts, Bequests, Trusts, etc.

Role of a Local Church BOT

Role of a Board of Trustees • To Exercise Authority Delegated by the Charge Conference Ø Generally furthering the Ministry of the Church by Supervising and Maintaining Church Property • Know Your Role: Cooperate with Your Partners in Ministry/Stewardship

Your Partners in Ministry and Stewardship

Partners in Ministry/Stewardship • The Church/Administrative Council: Ø Acts on behalf of the Charge Conference in between Sessions Ø Chair of the BOT is Usually a Member of the Council Ø Chair brings BOT Recommendations to the Council

Partners in Ministry/Stewardship • Pastor/Staff-Parish Relations Committee: Ø Personnel Administration

Partners in Ministry/Stewardship • Finance Committee: Ø Oversees Money Matters Ø Reviews Budget Proposed by BOT Ø Makes Budget Recommendations to the Charge Conference

Lines of Authority • In the Traditional Governance Structure: Ø The BOT, SPRC and Finance Committee are Advisory Bodies to the Church Council, which, in turn, is Amendable to the Charge Conference

Select Discipline Provisions Regarding BOTs (See Generally, pars. 2525 to 2550)

Disclaimer • What Follows Merely Highlights Select Significant Provisions Affecting BOTs Operating in a Traditional BOD Governance Structure • Alternative Governance Structures are Discussed Next • Details may Vary Church-to-Church

Charge Conference Authority (Par. 2529)

Charge Conference Authority • Paragraph 2529 Ø Charge Conference Authority can be Delegated to a Local Church’s BOT Ø BOT Subject to the Direction of the Charge Conference Ø Requirement of Fidelity to the Discipline and Conferences Ø Requirements for Organizing Documents Ø Limits on Ability of Church to Sever from the Conference

BOT Qualifications (Par. 2525)

Trustees • Paragraph 2525 Ø 3 -9 Trustees Ø Recommended Composition Ø “No Pastor is a voting member of the board of trustees unless elected as a member” • Paragraph 2526 Ø Manner of Election

BOT Organization & Membership (Pars. 2526, 2530, 2531)

BOT Organization/Membership • Paragraph 2526 Ø Election of Trustees • Paragraph 2530 Ø First Meeting Ø Corporate Officers • Paragraph 2531 Ø Removal & Vacancies

Officers (Par. 2530)

Officers • Chair Ø Call/Preside Over Meetings Ø Set Agenda Ø Liaison to Partners in Ministry/Management • Vice Chair Ø Acts in the Absence of the Chair

Officers • Secretary Ø Custodian of Records Ø Notices of Meetings Ø Minutes Ø Resolutions Ø Quorum • Treasurer Ø Rare for Board to Have its Own

BOT Meetings (Par. 2532)

BOT Meetings • Paragraph 2532 Ø Meet at the Call of the Chair or Pastor Ø Must Meet at Least Annually ü Best Practice: Meet at Least Quarterly Ø Quorum = A Majority of Trustees

Select BOT Duties (Par. 2533, 2550)

Select BOT Duties • Paragraph 2533 Ø Responsible for Real and Personal Property ü Inventory ü Construction ü Maintenance ü Building Use (with Pastor) ü Insurance

Select BOT Duties • Paragraph 2533 Ø Organizational Formalities ü Create/Update Articles of Incorporation ü Update Other Governing Documents, e. g. , § Code of Regulations § Bylaws ü Statement of Continued Existence

Select BOT Duties • Paragraph 2533 Ø Annually Compare Church Insurance to Schedule Published by GCFA Ø Annually Inspect the Parsonage (P/SPRC) Ø Annual Accessibility Audits

Select BOT Duties • Paragraph 2533 Ø Receive and Administer Gifts Ø Policies and Procedures for Gifts, etc. Ø Proper Investment

Select BOT Duties • Paragraph 2550 Ø Annual Reports to the Charge Conference § Inventory and Condition of Church’s Property, Equipment, Investments

Alternative Leadership Structures (Par. 247. 2)

Alternative Leadership Structures • Paragraph 247. 2 Ø Permitted so Long as: ü DS Approval ü Structured so that all the Functions Mandated by par. 249 can be Performed ü Corporate Officers Designated ü Organizing Documents Comply with Par. 2529

Select Property Provisions (Pars. 2536 -2545, 2501, 2503)

Select Property Matters • Paragraphs 2536 -2545 Ø Acquiring Property Ø Holding Property Ø Restrictions on Proceeds from Mortgage or Sale Ø Including the Trust Clause in Relevant Property Documents

The “Trust” Clauses (Pars. 2501, 2503)

The Trust Clauses • Paragraphs 2501, 2503: Ø BOT is the Nominal “Owner” of Church Property Ø However, under the Discipline, such Property is Held “in Trust” for the Benefit of the Entire Denomination and Subject to the Discipline Ø The Stewardship Obligation Applies Even if “Trust” Language is not included in Ownership Documents

Whence the“Trust” Clause?

Whence the Trust Clause? • “The United Methodist Church” is not a Legal Entity and, thus, it cannot Hold Property in its Own Name or Right • As Noted, the UMC is a “Connectional” Denomination. Each UM Church is Part of the Larger UM Movement and Organizational Structure • John Wesley wanted to Protect Methodist “Preaching Houses” So Methodist Congregants and Traveling Pastors had a House of Worship

Bottom Line • By Joining the UM Movement and Benefitting from the Seminaries, Appointments, Districts, Conferences, Mission Extensions, etc. , Congregations Agree to Hold Church Property in Trust for the Benefit of Future Generations of United Methodists

Serving as a Trustee Preliminary Considerations

Serving as a Trustee • More than an “Honorary” Position Ø Key Part of UM Mission Ø Can You Obey the Charge Conference, Discipline? Ø Can You Make the Meetings? Ø Do You Have Time to Learn the Organization and Review the Materials? Ø Are You Willing to Ask Questions When You Don’t Understand? Ø Can You be a Good Steward? Ø Can You Play Well with Others?

Serving as a Trustee • Review the Key Documents Ø Ø Ø The Discipline Articles of Incorporation Code of Regulations Bylaws Minutes and Committee Reports D & O Coverage

Serving as a Trustee Legal Considerations (See Handout for More Detail)

Four Primary Legal Duties • The Duty of Care • The Duty of Loyalty • The Duty of Compliance/Obedience • The Duty to Maintain Accounts/Records

The Duty of Care

The Duty of Care • Trustees Must Act: Ø In Good Faith Ø In the Best Interests of the Organization Ø With the Care that an Ordinarily Prudent Person would use under the Circumstances

The Duty of Care • Types of Considerations Ø Mission Ø Economics Ø Relationships

The Duty of Care • You Can Rely on Knowledge of Personnel, Committees, Professionals, so long as the Reliance is Reasonable Ø Ask: Who is Presenting this Information to Me and Why should I Rely on Them?

Exercising Care • Knowing and Following Governing Documents • Strategic Planning • Acting in Best Interest of Organization • Asking Questions when you don’t Understand • Regular Attendance • Knowing where the Money Goes • Having and Monitoring a Budget • Managing Risk • Identifying Qualified Committee Members • Evaluating Processes and Personnel • Leveraging Experts when Needed • Documenting Actions • Managing Conflicts of Interest • Reviewing Minutes, Committee Reports • Exercise Independent Judgement • Understanding What’s being Voted On • Complying with Applicable Laws • Discharging Discipline Duties • Maintaining Appropriate Confidentiality

The Duty of Loyalty

The Duty of Loyalty • Trustees must Place the Interests of the Organization over any Personal, Business, or Familial Interests • Trustees should have Written Policies Ø Requiring Disclosure of Potential Conflicts Ø Creating a Process for Considering and Voting on “Interested Transactions” without Undue Influence

The Duty of Compliance/ Obedience

Duty of Compliance • Fidelity to Mission and Governing Authority, including Ø Applicable Law Ø Governing Documents Ø Conference Authority

The Duty to Maintain Records and Accounts

Duty to Maintain Records/Accounts • Duty to Promote and Protect the Financial Wellbeing of the Organization, including Ø Maintain Accounts Ø Audits Ø Financial Oversight Ø Record Keeping Ø Partnering with the Finance Committee

“Packing” in the Pews or Guns in Churches

Open Carry v. Concealed Carry

Open Carry (Very Generally)

Open Carry • Plainly Visible Handguns and Rifles • Right to Open Carry Flows from Federal and State Constitutions • No Detailed Rules but OC Generally Legal • Certain Limitations in connection with Vehicles, Private Property Prohibitions, Certain Gun-Free Zones, Federal Jurisdiction

Ohio Concealed Carry Law (Very Generally)

Concealed Carry • Need a CCL to Carry Handgun in a Concealed Fashion in Ohio • Exception for Certain Members of the Armed Forces • CCL does not Authorize Concealed Carry Everywhere

Current Ohio Rules for Churches and Daycares

Churches • The Law has not Changed • Concealed Carry in Houses of Worship Prohibited Unless, Governing Body Permits or Posts Otherwise • Note: Default is Prohibition • “Posts Otherwise”?

Daycares • The Law has Changed • Concealed Carry in Certain Daycares is Permitted Unless Daycare Posts Otherwise • Note: Default is Permission

UMC/WOC Statements

UMC • Book of Resolutions • UMC Churches Declared “Weapons Free Zones” • Statement of Sentiment • Non-Binding

WOC • WOC Policy Statement • Conference and District Property are Declared Weapons Free Zones • Policy does not Regulate Local Churches, Parsonages, or Use, Possession or Transport of Firearms by Clergy or their Families • Policy does not Apply to Authorized Security or Law Enforcement Personnel • Local Churches Encouraged to Adopt Similar Policies

Risk Management Considerations

Risk Management • Prevention, Proactive Action is Most Effective • Random Attacks on Churches are Rare • Often Attacks are Telegraphed • A “See Something, Say Something” Culture is an Effective Preventative Measure

Risk Management • If There is a Need for Enhanced Security • Know Thy Insurance Coverage/Exclusions • Know Where Liability is Allocated • Who’s the Deep Pocket? • Ohio CCL Law has Clear Legal Protections for Colleges and Universities, Employers, Government Entities that Allow Concealed Carry • Law Unclear at Best as to Whether Churches are Similarly Protected

Risk Management • Consider Using the Pros • Law Enforcement or Contract Security can Create a Presence Outside the Church that may Deter the Threat • Attackers Like “Soft Targets” • Visible Marked Car/Uniformed Personnel Very Effective • Contracting Out can Off Load Liability

Risk Management • Wherever You Come Out on Weapons, Please Keep in Mind that Weapons should be a Relatively Small Part of a Much Larger Conversation on Safety and Security, including Ø See Something, Say Something Culture Ø Safe Sanctuaries Ø Crisis Response Plans Ø Drills, Rehearsals

Getting Legal Help

• Getting Legal Help Conference Chancellor Ø Represents AC and Bishop (par. 603. 8) Ø Does Not Ordinarily Represent Local Churches • District Lawyers Ø Ø • Represent Districts Could Represent Churches Local Church Lawyers Ø Ø Could be Own Lawyer Could be the District Lawyer

Potential Pitfalls

Insurance • GCFA Guidelines Reviewed? • What Types of Coverage? • What’s Your Deductible? • What Kinds of Exclusions?

Lack of Engagement • Board Nods Along as Reports are Given • Board Doesn’t Understand the Budget • Board Does Not Ask Questions • The Board as “Ostrich”

Lack of Oversight • Lack of Policies and Procedures • Lack of Training for Staff/Volunteers • Lack of Internal Controls • Youth Protection • Daycares/Schools • Building Use

Resources

Resources • The Book of Discipline • Trustees, Managing the Resources of the Congregation, GCFA • www. discipleship. org/leadership-resources • Endowments • http: //www. endowedparishes. org/download_file/view/ 254/ • http: //www. westohioumc. org/conference/endowmentprogram

Resources • Sample Forms Ø http: //www. gcfa. org/gcfa/forms ü Sample Reports ü Sample Minutes ü Audit Information • Financial • Accessibility

Questions?