Church Organizationand Governance

General Conference Working Policy 201GC Executive Committee Seminar

Silver Spring, MD October 15,2013 Presented by: Lowell C Cooper and Karnik Doukmetzian

Foundational Concepts

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Copyright 2013 by the General Conference of Seventh-day Adventists®. All rights reserved. The information is provided for training purposes only and is not intended nor should it be used as legal counsel. This program may not be used or reformulated for any commercial purposes; neither shall it be published by any person or agency other than an official organizational unit of the Seventh-day Adventist® Church, unless prior written authorization is obtained from the General Conference of Seventh-day Adventists® Office of Global Leadership Development. Subject to the foregoing terms, unlimited permission to copy or use this program is hereby granted upon inclusion of the copyright notice above. “Seventh-day Adventist” and “Adventist” are registered trademarks of the General Conference of Seventh-day Adventists® and may not be used by non-Seventh-day Adventist entities without prior written authorization from the General Conference. Use of all or any part of this program constitutes acceptance by the User of these terms.

ObjectivesKnow key principles of denominational organization and how to apply them.Understand purpose for governance documents in the life of the church.Comprehend importance of bylaws for orderly conduct of constituency meetings.Able to conduct constituency meetings in harmony with the governance documents.Increase knowledge of GC Working Policy and its relevance to leadership issues.

Church governance documents1. Statement of Fundamental Beliefs2. General Conference Working Policy or the

Division Working Policy3. The Church Manual4. Constitution and Bylaws: for conferences and institutions

5. Operating Policy: for units with ‘mission’ status

4

Two policy books—different roles

2012-2013

Operation of local

churchOperation of other

organizations

GC Working Policy

Global leadership decisions regarding how entities live and work together. The ‘family code of conduct.’

2012-2013

Policy’s purpose:To protect the organization from:

Autocratic and erratic leadershipMerely reactive decision-makingWidely differing patterns of action

Policy’s function:1. Defines how we do our work2. Represents a collective decision-making

process (executive committee).3. General Conference Working Policy is the

policy framework for the world Church.4. The Church Manual is the policy framework

for the operations of local churches.5. Is dynamic, can be amended.

8

Policy: the big picture

Organizational Structure

Operating Principles

Procedures and Practices

GC Working Policy Section B

Organization and Administration

SDA Concept of Organization:GC Working Policy D 05“…The fruitage of that concept is a representative and constituency-based system. Its authority is rooted in God and distributed to the whole people of God. It recognizes the committee system. It provides for shared administration (president, secretary, treasurer) rather than a presidential system.

SDA Concept of Organization:It recognizes a unity of entities (church, conference, union, General Conference) based on mission, purpose, and belief that binds the believers together in a universal fellowship. While the integrity of each entity is recognized (church, conference, union), each is seen to be a part of a sisterhood which cannot act without reference to the whole.”

Eight key concepts to know:1. Membership basis of organization2. Conferred status3. Representative and constituency-based4. Authority rooted in God, distributed to whole5. Committee system (decisions made by groups)6. Shared administration, not presidential7. Unity of entities (mission, purpose, belief create bond of

fellowship)8. Separate but not independent organizations

Eight key concepts to know:1. Membership basis of organization

1. Membership basis:

Membership only in one place at a timeMembership required for participation in the business meetings or to hold officeBoards and committees also have defined memberships (What about invitees role?)

The pattern of membershipOrganization

Local church

Local conference/mission

Union conference/mission

General Conference

Members

Persons

Local churches

Local conferences/missions

Union conf/missions

Primary building blocks

Local church

Local conference/mission

Union conference/mission

/of churches

General Conference and its

divisions

Divisions:

Not constituency-based units“Divisions” of the General Conference

Divisions:To facilitate its worldwide activity, the General Conference has established regional offices, known as divisions of the General Conference, which have been assigned…general administrative and supervisory responsibilities for designated groups of unions and other church units within specific geographic areas. (…The division executive committee acts for the General Conference Executive Committee in the territory of the respective division.) GCWP B 20 10

Divisions:B 40 20 Divisions a Part of General Conference—The larger and more extensive the work of these divisions, and the less dependent any may become upon help from other divisions…the greater the necessity of holding closely together in mutual counsel and fellowship. It is ever to be held in mind that each division is a part of the General Conference.

Divisions:In the church of Christ, which is His body, there can be no such thing as one part or member independent of the whole. No division, therefore, is free to pursue a course of action contrary to the will of the whole, or to appropriate to itself the authority of the General Conference in defense of such action. Between sessions of the General Conference, the General Conference Executive Committee is constitutionally the final authority throughout the world field. GCWP B 40 20

Eight key concepts to know:1. Membership basis of organization2. Conferred status

2. Conferred status:

Membership is always a privilege granted by a group (e.g. no one can baptize himself/herself)

Organizational status is never self-proclaimed nor self-derived nor automatically perpetualMembership is not a rightMembership can be withdrawn by the same group that granted it

Eight key concepts to know:1. Membership basis of organization2. Conferred status3. Representative and constituency-based

3. Representative democracy:

In a direct democracy every member can vote on each decision–particularly in the choice of leadersRepresentative democracy involves the selection of representatives who then vote in the decision-making processRepresentatives are chosen by defined group processes

Eight key concepts to know:1. Membership basis of organization2. Conferred status3. Representative and constituency-based4. Authority rooted in God, distributed to whole

4. Authority distributed:

Authority of the Bible with respect to organization

Both James White and Joseph Bates initially claimed that organizational design should be patterned after the “perfect system of order, set forth in the New Testament.” (RH, Jan 23, 1855, 164).

However, by 1859 White argued that “we should not be afraid of that system which is not opposed by the Bible, and is approved by sound sense.” (RH, July 21, 1859, 68 emphasis supplied).

Distribution of authority:

Authority of the Bible re: organizationAuthority distributed throughout organizationDifferent types of authority at local church, conference, union, division, General ConferenceDistribution of authority helps to unite the church–no one part complete in itself

Eight key concepts to know:1. Membership basis of organization2. Conferred status3. Representative and constituency-based4. Authority rooted in God, distributed to whole5. Committee system (decisions made by groups)

5. Committee system:

Most important decisions made by groupsAuthority ascends to a groupEvery elected/appointed leader is accountable to a groupNo group or committee has authority equal to or greater than the group that appointed it

Eight key concepts to know:1. Membership basis of organization2. Conferred status3. Representative and constituency-based4. Authority rooted in God, distributed to whole5. Committee system (decisions made by groups)6. Shared administration, not presidential

6. Shared administrationOfficer team arrangement—not presidential3-officer team—avoids kingly power, decreases potential for conflict, provides specializationPresident reports to Exec Comm in consultation with co-officersSecretary reports to Executive Committee after consultation with the PresidentTreasurer reports to Executive Committee after consultation with the President

Eight key concepts to know:1. Membership basis of organization2. Conferred status3. Representative and constituency-based4. Authority rooted in God, distributed to whole5. Committee system (decisions made by groups)6. Shared administration, not presidential7. Unity of entities (mission, purpose, belief create bond of

fellowship)

What holds the church together?

What holds the church together?

What holds the church together?Our submission to the Holy SpiritCommitment to worldwide missionRespect for the Church as a ‘body’Willingness to keep striving for togetherness

Policy is the result of unity,not the cause of it!

Growth in any organization will tend towards fragmentation.

“Together we can do more.”

Organizational tensionCentralization vs decentralization

The Church needs both

The purpose of centralization is more for coordination than for control.

The purpose of decentralization is more for responsiveness to mission in local situations than for independence.

Eight key concepts to know:1. Membership basis of organization2. Conferred status3. Representative and constituency-based4. Authority rooted in God, distributed to whole5. Committee system (decisions made by groups)6. Shared administration, not presidential7. Unity of entities (mission, purpose, belief create bond of

fellowship)8. Separate but not independent organizations

8. Separate but not independent:…each level of organization exercises a realm of final authority and responsibility that may have implications for other levels of organization. In a similar manner, each organization is dependent to some extent on the realm of authority exercised by other levels of organization.

(B 05 cl. 6)

Congregational Hierarchical

SDA Church polity

Interlocking and interdependent

Eight key concepts to know:1. Membership basis of organization2. Conferred status3. Representative and constituency-based4. Authority rooted in God, distributed to whole5. Committee system (decisions made by groups)6. Shared administration, not presidential7. Unity of entities (mission, purpose, belief create bond of

fellowship)8. Separate but not independent organizations

The Legal Structure of the ChurchMost of the denomination’s activity is accomplished through status as an unincorporated entity.

However, the Church also exists in an environment of that obligates the Church to have ‘legal personality’ along with its privileges and responsibilities.

Corporation-DefinitionA company or group of people authorized to act as a single entity (legally a person) and recognized as such in law

Unlike Associations, partnerships or sole proprietorships

Corporation• In Law, treated like person• Perpetual life• Empowered to enter contracts, leases,

borrow money buy property, goods and services without imposing personal liability on individuals who carry out those activities

• Can sue or be sued• Recourse only against legal entity not

individuals• Liability limited to assets

For Profit• Can sell shares to raise funds Entitled to make profits

– Owners– Shareholders

• Profit driven• Distribution of assets to owners• Can be sold• Directors can be compensated for serving on

Boards

Non-Profit/Charity• Usually started by a group or individual

for particular purpose• Members• Mission driven• Can’t be sold, can only be dissolved• Who owns non profit?

– No one– Everyone– Charities Exist for the public good-Public

Purpose (religious, educational, scientific, charitable)

Non-Profit/CharityDirectors cannot be compensated for serving on BoardOn dissolution assets turned over to another charityIn some instances greater scrutiny/oversight

‘Persons’ in the SDA Church? Conference/Mission Corporations Union Conference (Missions & Union of

Churches) General Conference Corporation Institutional Corporations Who Owns The Above “Legal

Persons”?• Constituent Members & Stockholders

Formation of SDA CorporationsCorporations to serve General Conference must be authorized by Executive Committee (GC Constitution)BA 25 05 GC WP The incorporation or registration of legal entities of the Church, other than at the General Conference level, is subject to division policy which takes into consideration the principles of denominational organization and representation, laws of jurisdictions, and the specific needs of the Church in the geographic areas served. Unless local laws require otherwise, the local church operates under the legal structure of the local conference, mission, or union of churches and not as a separate legal entity.

Formation of SDA Corporations• Prior Consultation and Permission (GC

WP 25 10) • Divisions have own process

– NAD Requires NADCOM Approval and also approves Denominational Status

• Conference Corporations serve as trustees, hold property, invest trust funds, enter into contracts,

• Operate in situations where legal status is required

Historical StructureCONFERENCE

Unincorporated nonprofit associationAll operational aspects of the Conference including employeesEcclesiastical organization

ASSOCIATION-CORPORATION Nonprofit religious corporationAll legal aspects of property ownership, trustsLegal organization

Dual Structure OrganizationsSome entities have merged the Association-Corporation and the Conference into oneReasons

Reduce liabilityLocal legal requirementsConfusion between dual structure

Best Distinction• Corporate

– Bound by local corporate law– Constitution and Bylaws– Board has fiduciary responsibility to members

• Ecclesiastical– Commitment to Working Policy and Church

Manual– Unincorporated Association – Perhaps different set of laws depending on

jurisdiction dealing with unincorporated associations

GC Working Policy“…the accumulated policies adopted by General Conference Sessions and Annual Councils of the General Conference Executive Committee. It is, therefore, the authoritative voice of the Church in all matters pertaining to the mission and to the administration of the work of the Seventh-day Adventist denomination in all parts of the world.”

(GCWP B 15 05)

No departure from these policies shall be made without prior approval from the General Conference Executive Committee… (GCWP B 15 10)

Officers and administrators are expected to work in harmony with the General Conference Working Policy. Those who show inability or unwillingness to administer their work in harmony with policy should not be continued in executive leadership...

(GCWP B 15 15)

Leadership standard of conduct

Compliance with Working Policy is a standard of conduct for Seventh-day Adventist leaders.

Class assignment1. Read, understand and apply General

Conference Working Policy Section B.2. Orient new officers of local fields and

institutions to the concepts in GCWP Section B.

Questions or Comments?

Quiz Time1. The chairperson of the executive committee

frequently makes provision for ‘invitees’ to attend executive committee meetings. As a courtesy, the chairperson extends to the invitees the privilege of ‘voice and vote’. How does an understanding of operating principles in the Church determine what the chairperson can/cannot do in regards to granting invitees the right to vote?

Quiz Time2. What holds the Seventh-day Adventist Church

together as a worldwide faith community?

Quiz Time3. Name four of the eight key concepts of

Seventh-day Adventist organization.

Quiz Time4. Why are divisions not included in the

constituency-based units of denominational structure?

GC Working Policy Section D

Model Constitutionsand

Operating Policies

Governing documents--importanceDefine identity, relationships, membership and territory of operationProtects the voice of the membership within and organization

Model governance documentsConstitutionsBylawsOperating policies

Organizational status--ConferenceOfficial part of the Seventh- day Adventist ChurchHighest level of self- governance availableIndicates organization is net contributor to global resourcesOfficers elected by the constituency sessionGovernance document: Constitution and bylaws—can be amended by constituency

Organizational status--MissionOfficial part of the SDA ChurchMoving towards conference statusOrganization may be a net recipient of global resourcesOfficers appointed by the next higher level of organizationGoverning document is Operating Policy approved by next higher level Cannot amend its own operating policy.

The 54th General Conference Session, in its consideration of the Role and Function of Denominational Organizations, pointed out that the constitutions, bylaws and operating policies of all denominational organizations should be consistent with the Seventh-day Adventist concept of the church, its organization, and governance. (GCWP D 05)

Bold print and regular printSec. 1. Regular Meeting: This union conference shall hold a regular quinquennial constituency meeting at such time and place as the executive committee of the union conference shall designate. Notice of the time and place of the meeting of the delegates representing the members shall be given by

a. A notice printed in the official publication of the union conference at least four weeks before the date of the session, or

Why so much bold print?Those sections of the model bylaws that appear in bold print are essential to the unity of the Church worldwide, and shall be included in the bylaws as adopted by each union conference. Other sections of the model bylaws may be modified as set out in Bylaw Article XII, provided they continue to be in full harmony with the provisions of this model.

(GCWP D 10 05)

Constituency Session—definitionConstituency—a body of persons/members entitled to make official decisions such as election of officers and executive committees

A ‘business meeting’ of an organization’s members

The local church also has a constituency meeting but this is ordinarily called a business meeting—all members may attend and, unless under censure, may participate through discussion and voting on matters to be decided

The concept of membershipOrganization

Local church

Local conference/mission

Union conference/mission

General Conference

Members

Persons

Local churches

Local conferences/missions

Union conf/missions

Constitution (sometimes called Articles)Describes organization’s identity, relationships and territory

What is in the Articles?NamePurposeRelationshipsGeographic TerritoryMembership/ConstituencyBylaws*Dissolution/Disposition of AssetsAmendments*

* These items not in ‘Operating Policy’ for Missions

BylawsHow the organization functions

What is in the Bylaws?Principal OfficeMembership/Constituency MtngsRepresentationConstituency Meeting CommitteesExecutive CommitteeOfficersDirectors of Depts/Assoc/ServiceOther OrganizationsFinanceBudget, Employee Comp…AuditIndemnificationAmendments

Constituency sessions:

The organization’s provision for theVOICE of the MEMBERSHIP

A primary function of the Bylaws is to define the processes whereby the membership fulfills its

authorized role in decision-making.

Constituency session: step by step1. Session types: Regular or Special

2. Planning phase

3. ‘Getting started’ phase

4. ‘Doing Business’ phase

5. Closing phase

6. Documentation phase

Bylaws—important for planningDefinition of membershipFrequency and location of constituency meetingsPeriod and method of meeting notice requiredDelegate quotas (regular and at-large)Outlines procedures and business of the session

Definition of membershipArticle V—Membership

The membership of this conference shall consist of such churches as have been or shall be properly organized in any part of the geographic territory under its jurisdiction and formally approved for membership by vote of the delegates at any regularly scheduled constituency meeting.

Regular session: Frequency/locationArticle II—Constituency MeetingsSec. 1. Regular Meeting: This conference shall hold a regular __________ (biennial, triennial, quadrennial, or quinquennial) constituency meeting at such time and place as the executive committee of the conference shall designate. Notice of the time and place of the meeting…shall be given by

a. A notice printed in the official publication of the Union at least four weeks before the date… orb. A method approved by the Conference Executive Committee.

Delegates—Selection processRegular delegates representing local churches in a conference constituency are chosen at a business meeting of the local church—not by the pastor, the church board, or the conference administration or committee.

Delegates—At large1. All members of the executive committee…2. All members of the executive committee of the

Union who may be present…3. All employees holding credentials or ministerial

licenses issued by this conference.4. Members of the GC Executive Committee…not

exceed ten % of total other delegates.5. Others recommended by the executive committee

and accepted by the delegates in session…not exceed ten % of total regular delegates

Rules of OrderBylaws generally indicate what Rules of Order will be used. (i.e. General Conference Rules of Order)Facilitate orderly group discussion and decision-making—courtesy, justice, impartiality, equalityMajority rules while protecting rights of the minorityThe Chair may rule on issues not specifically covered in Rules of Order. If anyone appeals the ruling of the Chair, the matter is decided by group voteBusiness is conducted one item at a time

Articles/Bylaws amendmentsRequires advance work by competent individualsMust correspond to model constitution in GC Working PolicyProposed amendments need Conference Executive Committee recommendationBylaws may specify that proposed amendments must be included when notice of meeting is givenBylaws changes generally require 2/3 majority vote, not just a simple majority vote

Documentation phasePreparation and preservation of minutesPrinting/circulation of amended governance documentsLetters to all persons who have been elected

What position and term of officeNotifications to other organizations regarding electionsArrangements for officer transitions (moving, changes in bank account signatures, etc.)Post-session evaluation:

What worked/didn’t work? Things to do next time.

7 Common Mistakes1. Document is out of date2. Not in harmony with model documents3. Not read and understood4. Constituency meeting actions undocumented5. Constituency meeting procedures not in

harmony with documents6. Delayed preparation of amendments7. Insufficient orientation of leadership

Begin preparingfor the next constituency session

NOW!

The most importanthuman resource for the Church is

TRUST

Class assignment1. Read, study and understand the governance

document for your unit of organization.2. Ensure that the governance document is up to

date.3. Ensure that subsidiary units have up to date

governance documents and that leaders know how to conduct constituency sessions.

Questions or Comments?

Quiz Time1. Here is a statement from a current set of

conference bylaws:Article III Constituency Meeting RepresentationThe _________ Conference Executive Committee reserves the right to accept or reject any recommendation from churches regarding delegates.

In what way does this bylaw contradict a basic principle of denominational operation in conference constituency meetings?

How should this bylaw be changed?

Quiz Time2. The Union Mission executive committee votes

‘transfer orders’ for a local conference president to take up administrative duties in another field.

How should this matter have been handled? Why?

Quiz Time3. Compare organizations with ‘conference’

status and organizations with ‘mission’ status. Identify at least one way in which the organizations are similar and one way in which they are dissimilar.

Quiz Time4. Why do the model governance documents

(constitutions, bylaws, operating policies) in General Conference Working Policy contain text in bold font as well as in regular font?

Quiz Time5. How can church leaders act in ways that build

membership trust—both in the leaders themselves and in the church as an organization?

End