All Souls Church Unitarian Board of Trustees Minutes April 22, 2020

Trustees Present Nadine Bowden-Ramos, President Libbie Buchele, Vice President MJ Crom, Secretary Joe Feuer Rev. Rob Hardies, Ex Officio Bob Jayes Erika Landberg Neil Manzullo Mark Regulinski, Treasurer Cathy Torttorici Esther Strongman Trustees Not Present John Schuettinger Staff Present Traci Hughes Convening Nadine convened the meeting at 7 pm. Chalice Lighting and Reading Erika shared a reading. 4-1 Approval of Agenda 4-2 Approval of consent agenda

• Items on the consent agenda o (a) Approve March 25, 2020 minutes. o (b) Appoint Lauren Caldwell, Morgan Duncan, and Kris Pendergast to the ©

Committee on Ministry pursuant to the recommendations of the Committee.

o (c) Approve Governance Committee/Task Force recommendations for bylaw

changes to propose to the Congregation.

o (d) Authorize President of the Board to email a letter to a congregant and 8th

Principle Task Force in response to the congregant’s letter to the Board.

o (e) Approve Terms of Reference for Ad Hoc Safety Committee (created at the

March 2020 Board Meeting).

• Ad Hoc Safety Committee Terms of Reference removed and added to New Business.

• Letter to congregant removed and added to New Business.

• Motion to approve items (a) through (c) on the consent agenda. o Moved, seconded, passed unanimously.

4-3 Tasks review and follow up from prior meeting

• Most tasks completed.

• Rob will coordinate with Security Committee after he reaches out to Knoxville Unitarian Universalist Church.

• Trustees reminded to make Love Counts Campaign calls – deadline is May 1. 4-4 Discussion of Reports

• Senior Minister Report (attached) o Rob notes that he’s proud of the work our staff has done to reimagine church on

the fly – professionalism and talent shining through. o Update on access to tech tutors - Rose is managing that program, and there are

four or five tutors currently. o Update on social justice – we are opening All Souls to a mutual aid group.

Working on an MoU to clarify that All Souls is just providing space; the mutual aid network is providing volunteers. They will have limited access to space and will clean the space according to CDC recommendations. Trying to work out a compromise on the question of calling the police.

o Concerns about Zoom call security – we haven’t had an issue, but other UU congregations have. Have asked staff to use Zoom security features, practice good online hygiene, researching other options.

• Executive Director Report (attached) o Staff has been doing a deep clean and disinfecting of church since closure

began. o Update on our ability to continue to pay staff: we are waiting to hear about the

status of our application under the Payroll Protection Plan. Traci will update Board officers if we don’t hear about the loan in the next 12 calendar days.

▪ We think we are unlikely to be awarded first-round funding. ▪ Important note: PPP loan is only forgivable if we don’t fire anyone or lay

anyone off. Furlough may not have the same impact. Traci is looking for an HR expert that we could consult.

▪ Mark reported back on a discussion from the Finance Committee meeting:

• We do seem to be paying unemployment insurance tax, although it’s not legally required.

• Suggestion raised that we ask staff to start using PTO to buy us a little more time.

• We are currently breaking even on pledges and donations, but given trends from past years we can expect a lull this summer – things look rosy now, but may look different in June.

• Reiterating that the Your Love Counts campaign calls are critical. o We will discuss how Board can have Rob and Traci’s back in making this

decision about staffing at the next meeting. o The Board expressed gratitude to Traci for taking a proactive and comprehensive

approach to keeping the church on stable financial footing during this unpredictable time.

• Treasurer’s Report o Mark noted that there is both good and bad news – the report may make things

look rosier than they are, but we’re in relatively good shape – a testament to Rob’s video appeals and staff efforts.

o We’re consulting with an outside CPA is going to take out some of the things that tend to skew the report, so that we can get a clearer picture.

o Audit fieldwork will start in May – obligation to our mortgage lenders

o Finance committee will have an extraordinary meeting and hopefully will have a draft budget for the May work session. Budget can then be approved at the May Board meeting and presented to the congregation in June.

o Bylaws require a Budget meeting. Could be on Zoom. o We are going to pay our UU denominational payment. Planning to send $2500

per month – down a bit from the $3000 Board planned to send before the pandemic. Our church has leaned heavily on the UUA in the past few years.

4-5 June 2020 Congregational Actions

• Neil sent report (see attached)

• The Leadership Development and Nominating Committee need to fill positions – see report for details.

• We discussed whether it is important for the Congregation to vote on a budget in June, or whether the church could continue to operate for another month or two without a budget and then have a physical meeting later in the summer to vote on the new budget.

o Factors considered included: ▪ The major time pressure during a time when there are so many other

priorities. ▪ The fact that Mark is stepping down as Treasurer in June ▪ The importance of having a budget as guidelines to tell the staff how

much they can spend.

• Note - could we do something like a “continuing resolution” for past funding?

▪ The fact that we are currently out of compliance with the bylaws – we didn’t approve an annual budget at the last Congregational Meeting, and didn’t amend the bylaws to change the fiscal year. But budget isn’t tied to the fiscal year – could approve a budget without amending the bylaws.

▪ The difficulty of communicating to the congregation why we aren’t having a meeting and don’t have a budget.

▪ The importance of accountability – All Souls as a whole approves the budget and takes responsibility.

• We agreed that we are definitely calling off the physical meeting in June. o We can’t call a Special Meeting electronically – it's permitted under DC nonprofit

law, but only if the bylaws provide for it, which ours don’t. o However ballot voting is allowed physically or electronically. o We would need to deliver a ballot to members – there are certain DC

requirements we would need to meet. o We could hold an electronic meeting to discuss the content of the ballots, then

send them out.

• Proposed Board action: create an ad hoc committee to administer ballot voting. (See report for terms of reference.)

o Erika will be the convener of the committee.

4-6 Discussion Agenda: Board Communications about Ministerial Transition and Coronavirus

• We need to balance rapid messaging during the next few months with the Board only acting monthly.

o We could authorize a subset to communicate to the congregation, advising rest of Board but not requesting input and approval.

o Parameters: not committing the Board to anything; sending encouraging communications and updates.

o We also need to communicate actively and encouragingly with the staff, and giving them regular process updates about the interim minister search.

o Motion that we grant authority to the interim search committee to communicate about items related to that, and to Nadine and Libbie to communicate about other items of importance that may come up between now and the end of June.

▪ Moved, seconded, unanimously approved. o Task the Governance Committee to look into bylaw changes (e.g., virtual church

meetings) to address future similar situations. Make bylaws pandemic-friendly. 4-7 New Business

• Discussion of the Terms of Reference for the Security Committee. o Several changes were proposed and agreed to, including:

▪ Noting that the committee will focus on physical security (as opposed to information security)

▪ Noting that the committee will consult with the staff as well as the congregation.

▪ Noting that the committee will engage with the ongoing security evaluation process.

▪ Changing the language around “marginalized congregants” to “congregants vulnerable to police violence.

o Motion to approve Terms of Reference for the Security Committee. ▪ Moved, seconded, approved unanimously.

• Responding to a congregant’s letter regarding police presence at All Souls. o Following up on work session discussions, the Board commented on the most

recent draft of the letter, with a focus on the audience for the letter, the degree of specificity needed, and the importance of humility and transparency given that this is the first time this iteration of the Board has been criticized on 8 th Principle grounds.

o The Board agreed that Nadine will draft a final version in light of our discussions and send it.

Meeting Summary On April 22, the Board of Trustees:

• Discussed financial options and needs for the next few months, highlighting uncertainty around the Payroll Protection Plan and the importance of the Your Love Counts pledge campaign.

• Established an ad hoc committee to work out the logistics of voting on bylaws changes and a budget when we can’t meet physically.

• Discussed congregational communication about important topics including the ministerial transition, the coronavirus pandemic, church security, and the police trainings held earlier this year.

Adjournment

• Motion to adjourn at 9:14 pm.

• Moved, seconded, approved unanimously. Respectfully submitted,

MJ Crom Secretary

Board of Trustees Agenda

April 22, 2020

Zoom Access Info

Link https://us02web.zoom.us/j/8644024808?pwd=Mk5iQ3VOQ3M3SExlWUxNeC80TmtOUT09 Meeting ID: 864 402 4808 Password: 48084808 Dial-in number: 301-715-8592 Virtual dinner/fellowship: 6:30-7:00PM.

Business Meeting: to begin at 7:00 PM and end no later than 9:00 PM

Chalice Lighting and Reading (5 minutes) (Rev. Hardies)

Item 4-1 Approval of Agenda (5 minutes) (Lead – Nadine)

Item 4-2 Approval of consent agenda (5 minutes) (Lead – Nadine)

a. Approve March 25, 2020 minutes. b. Appoint Lauren Caldwell, Morgan Duncan, and Kris Pendergast to the Committee on

Ministry pursuant to the recommendations of the Committee. c. Approve Governance Committee/Task Force recommendations for bylaw changes to

propose to the Congregation. 1. Documents to review: proposed bylaw changes (redline available here, clean

version available here) and summary available here. (Note: the brief discussion of a Special Meeting in the summary should be read in light of the more recent report on how we could vote in June without a physical meeting. See agenda item 4-5.)

2. Board members, please review prior to the meeting, so that these can be approved via the consent agenda.

d. Authorize President of the Board to email a letter to Constance Young and 8th Principle Task Force in response to her letter to the Board. Neil to email re-drafted letter as soon as possible.

e. Approve Terms of Reference for Ad Hoc Safety Committee (created at the March 2020 Board Meeting). Committee to add to meeting folder as soon as possible.

Item 4-3 Tasks review and follow up from prior meeting (5 minutes) (Lead – Libbie) a. Neil: research bylaws/law re virtual meetings. Done. See agenda item 4-5. b. Rev. Hardies: contact minister at Tennessee Valley UU Church re safety. c. Board: send letter to the Congregation re COVID-19. Done. d. All Board members: at the last Board meeting, members committed to making calls for

the Love Counts campaign. Reminder to do these calls.

Item 4-4 Discussion of Reports from Senior Minister, Executive Director, and Treasurer (30 minutes) (Lead – report authors) Discussion should be limited to items that the Senior Minister, Executive or Treasurer have requested input on from the Board as whole or information needed by the Board to fulfill fiduciary or supervisory responsibilities. Whenever possible, questions should be sent to the relevant party before the meeting, At the discretion of the responding party they may respond via an addendum to their report or orally during the board meeting.

Documents to review:

• Senior Minister’s report;

• Executive Director’s report;

• Treasurer’s report. - dispersel? Membership secretary?

Item 4-5 Discussion Agenda: June 2020 Congregational Actions (Lead - Neil) (30 minutes) Background: the Board had planned to call a special meeting of the congregation on June 14, 2020 at which the Congregation would vote on a budget. This may not be possible due to COVID-19.

Document to review: report on the church’s options for voting.

Discussion questions (please think about before the meeting):

(1) Is it important for the Congregation to vote on a budget in June, or could the church continue to operate for another month or two without a budget and then have a physical meeting later in the summer to vote on the budget/etc.? (Question for Mark and Executive Team)

(2) Assuming that Congregational-approval of a budget in June is critical, should the Board decide tonight on whether to call off a physical meeting on June 14 or should we wait until the May meeting to make this call but begin planning for a non-physical way to vote? (Question for all Board members)

(3) For a non-physical way to vote, should we (a) follow procedures for voting by ballot or (b) call a Special Meeting of the Congregation and administer this meeting electronically (recognizing that we likely need to re-vote on everything that happens at the Special Meeting, since our bylaws do not provide for electronic Special Meetings) (Question for all).

Proposed Board action: create an ad hoc committee to administer ballot voting. See report for proposed terms of reference and other information.

Item 4-6 Discussion Agenda: Board Communications re Ministerial Transition and Coronavirus

(30 minutes) (Lead - Nadine?)

Background: at a work session on April 15, the Board discussed the need to have robust messaging as we approach the ministerial transition and as the church is physically closed. The Interim Minister Search Committee submitted the Congregational Record, which was posted on April 9. Interim Ministers currently may apply. The Search Committee will receive the list of applicants on May 4, and will then begin interviewing. The Search Committee must report to the UUA a ranked list of applicants on May 18, and plans to inform the Board contemporaneously.

Discussion questions (please think about before the meeting):

(1) How do we balance rapid messaging during the next few months with the Board only acting monthly?

(2) How do we work in tandem with Rev. Hardies as he departs on messaging about that departure?

(3) How do we effectively keep the Congregation apprised of the ministerial transition, when we can only communicate electronically?

Proposed Board action(s):

(1) Authorize certain individuals (the President?) or committees (Interim Minister Search Committee?) to communicate on behalf of the Board about the transition without pre-approval of the content of the message from the rest of the Board until the end of June.

(2) Task Interim Minister Search Committee on jointly working with Rev. Hardies to update existing draft of letter to the Congregation about the interim minister search and send it by the end of April, and to continue to work together to message to the Congregation as needed.

(3) Task someone with working with Executive Director to draft a letter specifically from the Board to the staff about the transition, and sending that by the end of April.

(4) Task Governance Committee to look into bylaw changes (e.g., virtual church meetings) to address future similar situations. Due for August Board meeting.

Item 4-7 New Business (10 minutes)

This is for items not on the agenda that need to be addressed before the May Board meeting.

Affirmation Keep alert, stand firm in your faith, be courageous, be strong. Let all you do be done in love.

Adjournment

Executive Session (if needed)

Wednesday, April 15, 2020 at 16:58:45 Eastern Daylight Time

Page 1 of 2

Subject: Nominees to the Commi,ee on MinistryDate: Monday, March 30, 2020 at 2:08:16 PM Eastern Daylight TimeFrom: Meredith HigginsTo: Nadine Bowden, Erika Landberg, Libbie Buchele, John SchueJnger, Neil Manzullo,

Tortorici260@gmail.com

To: Board of Trustees, All Souls Church, Unitarian

From: Committee on Ministry (COM) – Meredith Higgins Hargrave and Adam Ortiz, co-chairs

Topic: Board consideration of appointing new members to the COM

March 30, 2020

The current members of the COM recognize that it is time to identify potential newmembers to be approved by the Board and to begin serving on the Committee. COMmembers interviewed and were impressed with three candidates. They are LaurenCaldwell, Morgan Duncan and Kris Prendergast.

(see page 2 for information about the candidates).

We are pleased to share that these three people have differences in age, gender, race,and professional experience.

It would be helpful if you can make the decision to approve these members at thenext Board meeting so the current COM members can orient the the new ones.

Please call or text me if you have any questions.

Thank you.

Meredith Higgins Hargrave 301.996.0232

1

Recommended Nominees to the Committee on Ministry

Lauren Isadora CaldwellLauren Isadora Caldwell – I am interested in joining the Committee on Ministry. I have spentnearly 20 years attending All Souls. My relationship and service to the church include participating inreligious education classes, being a member of the choir, completing OWL, working in the nursery,graduating from Coming of Age, completing a UU4Core class, and attending multiple retreats withYoung Souls. By Grace of these experiences I believe I have a deep understanding of thecongregational culture and the mission of All Souls. As a member of the Committee on Ministry, Ihope to deepen my relationship with the Senior Minister and serve as a liaison betweenadministration and congregants. I hope to increase my knowledge of Right Relations and strengthenmy ability to move through the world as a Unitarian Universalist. This opportunity is the next step inmy commitment to the church.

Morgan DuncanMorgan Duncan – I have been attending All Souls for eight years, and joined four years ago. I haveserved as Worship Associate and member of the Leadership Development and NominatingCommittee. I have served in Religious Education at All Souls. In my travels around the country with

Page 2 of 2

served as Worship Associate and member of the Leadership Development and NominatingCommittee. I have served in Religious Education at All Souls. In my travels around the country withThe Capitol Steps, I’ve had the opportunity to visit a number of UU churches. While I’m alwayspleased to take part in their worship, I am most happy to return to All Souls, as there is noexperience that I’ve found anywhere else. I would be able to offer my views ive gained from myexperience elsewhere and my passion for making All Souls the best it can be.

Kris Prendergast – Kris Prendergast – I would be honored to contribute my time and talent in helping thecongregation to thrive as we move into the next phase of ministerial leadership. See below for a bitabout me. I have been an active member of All Souls since joining in 2010. I am part of the SecondMonday Covenant Group and the Souls in the Center, I served on the Leadership Development andNominating Committee, participated in a Jubilee Anti-racism Training and other courses at thechurch. I have had experience in Nonviolent Communications and Dynamic Governance. I have anM.A. in Ecological Literacy. I work in health care policy and bring experience in non profit leadership,governance and operations, as well as project management. 2

ASC Bylaws – Updated by the Congregation December 2019 1

BYLAWS OF

ALL SOULS CHURCH, UNITARIAN

(Last Revised – December 2019)

Table of Contents

ARTICLE I- NAME OF THE CHURCH _________________________________________________________________ 2

ARTICLE II- PURPOSE ____________________________________________________________________________ 2

ARTICLE III- DENOMINATIONAL AFFILIATION _________________________________________________________ 2

ARTICLE IV- CHURCH MEMBERSHIP ________________________________________________________________ 2

ARTICLE V – QUALIFICATION OF VOTERS ____________________________________________________________ 3

ARTICLE VI – CHURCH MEETINGS __________________________________________________________________ 3

ARTICLE VII - BOARD OF TRUSTEES _________________________________________________________________ 4

ARTICLE VIII- OFFICERS OF THE CHURCH_____________________________________________________________ 5

ARTICLE IX – VACANCY AND REMOVAL OF OFFICERS AND TRUSTEES _____________________________________ 6

ARTICLE X- THE CHURCH STAFF AND EXECUTIVE TEAM _________________________________________________ 7

ARTICLE XI- COMMITTEES ________________________________________________________________________ 7

ARTICLE XII- CHURCH ORGANIZATIONS AND ACTIVITIES ________________________________________________ 8

ARTICLE XIII - NOMINATIONS AND ELECTIONS ________________________________________________________ 8

ARTICLE XIV- FISCAL PROVISIONS __________________________________________________________________ 9

ARTICLE XV- SPONSORSHIP AND ORDINATION ______________________________________________________ 10

ARTICLE XVI - DISSOLUTION _____________________________________________________________________ 10

ARTICLE XVII - PARLIAMENTARY AUTHORITY ________________________________________________________ 10

ARTICLE XVIII -INDEMNIFICATION _________________________________________________________________ 10

ARTICLE XIX- AMENDMENTS TO THE BYLAWS _______________________________________________________ 10

ASC Bylaws – Updated by the Congregation December 2019 2

ARTICLE I- Name of the Church

The name of the Church is "All Souls Church, Unitarian."

ARTICLE II- Purpose

Section 1. The purpose of this Church is captured by the mission statement adopted by the congregation

in 2002: "to create a diverse, spirit-growing, justice-seeking community that transforms ourselves and

our world into one great family of all souls." This statement shall be complemented by specific goals

adopted periodically by the congregation, on recommendation of the Board of Trustees (“the Board”).

Section 2. The Church subscribes to Eight Principles, including those expressed in the Principles of the

Bylaws of the Unitarian Universalist Association: 1) The inherent worth and dignity of every person; 2)

Justice, equity and compassion in human relations; 3) Acceptance of one another and encouragement to

spiritual growth in our congregations; 4) A free and responsible search for truth and meaning; 5) The

right of conscience and the use of the democratic process within our congregations and in society at

large; 6) The goal of world community with peace, liberty, and justice for all; 7) Respect for the

interdependent web of all existence of which we are a part; and 8) Journeying towards spiritual

wholeness by working to build a diverse multicultural Beloved Community by our actions that

accountably dismantle racism and other oppressions in ourselves and our institutions.

Section 3. The Church recognizes that its organization is congregational in tradition and policy. As the

elected representatives of the congregation, the Board shall be responsible for proposing goals,

establishing policies, and monitoring their implementation. The Executive Team shall be responsible for

coordinating the implementation of those goals and policies in a spirit of shared ministry and shall also

supervise the staff.

Section 4. The Church explicitly commits to eliminating racism and promoting genuine multicultural

integration/collaboration in its membership, its organization, and its activities.

ARTICLE III- Denominational Affiliation

The Church shall be a member of the Unitarian Universalist Association and the appropriate local and

regional affiliates and shall recognize its responsibilities of fellowship in these entities.

ARTICLE IV- Church Membership

Section 1. All persons who are members of the Church on the adoption of these Bylaws, or who

thereafter sign its Membership Roll and maintain a continuing interest in its worship and work, shall

constitute its membership. No doctrinal test shall be required. Membership shall be open to anyone

who:

• is at least sixteen years of age or has completed UU Rites of Passage;

• has participated in some form of new member orientation, including discussion of All Souls'

Mission and Goals statements, and

• is prepared to make a financial contribution to the Church and participate, as able, in its

ministry.

Section 2. The Membership Secretary, subject to the exception in Section 3, shall inquire of members

not known to have been active in the Church or to have contributed to its support for a period of two

years as to their desire to continue as members.

ASC Bylaws – Updated by the Congregation December 2019 3

Members who cannot be reached or who do not respond to written or oral communication after a 60-

day period shall be considered to have withdrawn from membership but shall be reinstated upon

request.

Section 3. The Membership Secretary may continue the membership status of persons who have been

members of the Church for an extended period of time and who, due to advanced age or disability, are

no longer able to participate actively in the affairs and services of the Church. The Membership

Secretary shall report to the Board the names of those to whom this privilege is extended.

Section 4. A Member may resign membership in the Church at any time by providing written notice to

the Membership Secretary.

The Board, by two-thirds majority vote, has the authority to transmit written notice to a member stating

the reasons why the Board is suspending their membership as a first step towards removal from

membership. The Board’s vote immediately suspends the member’s membership and its privileges. In

determining whether cause exists to remove a member, the Board will be guided by the Church’s

covenants and policies including the Policy on Congregant Behavior. The Membership Secretary shall,

after the vote, but not less than 21 calendar days before the effective date of the removal, provide

written notice of the reasons for the action to the member. The notice will also advise that if the person

wishes to remain a member, they should contact the President of the Board in writing within 14

calendar days of receiving the notice and arrange to meet with the Board to discuss the membership

suspension. After the review time has passed, the Board will then call a second vote, also requiring a

two-thirds majority, to remove the person from membership. The Membership Secretary will provide

notice of the final decision to the person in writing. Any person so removed will be prohibited from

becoming a member of the Church again, except with express written permission of the Board.

ARTICLE V – Qualification of Voters

Section 1. At meetings of the Church the right to vote may be exercised by each member present who

has been a member for at least thirty days and has made a financial contribution of record to the Church

in the previous fifteen months.

Section 2. A list of members entitled to vote shall be prepared by the Membership Secretary as of the

start of each fiscal year and shall be available for inspection in the Church at all times. A list of members

entitled to vote at any Church meeting shall be prepared as of the date of mailing of any notice of

meeting.

ARTICLE VI – Church Meetings

Section 1. There shall be an Annual Meeting of the Church no more than 45 days and no less than 21

days before the start of the Church's fiscal year. At the Annual Meeting:

ASC Bylaws – Updated by the Congregation December 2019 10

(a) Trustees shall be elected from the membership, according to Article VII, Section 3;

(b) an Assistant Secretary, an Assistant Treasurer, a Moderator, a Membership Secretary, and

members of the Leadership Development and Nominating Committee (LDNC) shall be elected

from the membership;

(c) the annual budget for the following fiscal year shall be approved; and

(d) any other business may be transacted.

Notice of the Annual Meeting and its agenda as approved by the Board shall be sent to all members of

the Church, by either first-class mail or electronic communication, not later than two weeks before the

meeting. The LDNC shall be responsible for all matters related to elections of church officers and Trustees

up to the respective congregational meeting.

Section 2. Special Meetings may be called at any time by the Board or may be called at the written

request of at least one-tenth of the members, provided that written notice stating the business to be

transacted (as specified by the Board or the written request, respectively) shall be sent by either first-

class mail or electronic communication to each member at least two weeks in advance.

No business shall be transacted at a Special Meeting other than that for which it is called.

Section 3. At any meeting of the Church, one-tenth of the members entitled to vote shall constitute a

quorum for the transaction of business. No proxies shall be recognized.

Section 4. Childcare shall be provided at each Annual Meeting and Special Meeting with notice to the

congregation, in advance of the meeting, as to the location and ages for which childcare will be provided

during the meeting.

ARTICLE VII - Board of Trustees

Section 1. Authority: Supervision and direction of the affairs of the Church shall be vested in the Board

of Trustees, which shall focus on policy development and oversight.

Section 2. Composition of the Board. The Board shall consist of eleven Trustees, as follows:

(a) nine Trustees with the responsibility to carry out the mission of the Board, which is described in

Section 1;

(b) one Trustee, the Secretary, who shall also be responsible for keeping the minutes of the Board and

preserving an account of whatever may be of interest in the history of the Church, recording and

ensuring the accessibility of all Church policies, convening the first meeting of the newly elected

Board and presiding over the election of President and Vice President(s). The Secretary shall also be

responsible for receiving and posting the report of the LDNC and the report of the Church Council

on nominations to the LDNC; and

(c) one Trustee, the Treasurer, who shall also be responsible for monitoring the funds of the Church,

assuring the safekeeping of the books and records of all financial transactions, and performing the

other duties customary to the office.

Section 3. Election of the Board: the Congregation is responsible for filling vacant positions on the

Board. At each Annual Meeting of the Church, the Congregation shall elect, from its members:

(a) three Trustees (described in Section (2)(a) of this Article) for terms of three years each;

ASC Bylaws – Updated by the Congregation December 2019 10

(b) a Treasurer for a term of three years, if the person holding that position will finish their term as of

the date of the Annual Meeting;

(c) a Secretary for a term of three years, if the person holding that position will finish their term as of

the date of the Annual Meeting; and

(d) persons to fill any additional Board positions if such positions are vacant or held by interim Trustees

at the time of the Annual Meeting.

No Trustee shall be eligible for re-election to any Board position for a period of one year after the

expiration of their term of office; provided, however, that a Trustee elected or appointed for a term of

one year or less shall be eligible, upon the expiration of that term, for election or re-election to a term

not exceeding three years.

Section 4. Governance: The Board shall elect its President and Vice President(s) from its own

membership, and make such other rules for its own governance, as it may deem advisable. Such rules

shall be available for inspection by the congregation. The President shall preside at all meetings of the

Board, shall represent the Church on all appropriate occasions, and shall be an ex officio member,

without vote, of all Board-appointed committees of the Church. The Vice President(s) shall act in the

place of the President during the latter's absence and perform such other duties as the President

delegates.

Section 5. The Assistant Secretary, Assistant Treasurer, Moderator, and Membership Secretary shall be

notified of and have the right to participate in all regularly-scheduled monthly meetings of the Board

without the right to vote. Regularly scheduled meetings shall be open to the membership and minutes

of each meeting shall be made available to the membership.

The Board may also hold executive sessions and working meetings where no votes will be taken, and

may restrict the attendees to those meetings to Trustees and any advisors or other persons that the

Board determines are appropriate.

Section 6. The Board may appoint such consultants to it and to the Church as may be required.

Section 7. Remote Participation: The Board may adopt rules governing the use of electronic meetings in

the conduct of its business, including meetings by teleconference, videoconference, and additional

means not specified herein, but may not allow meetings conducted exclusively by email.

ARTICLE VIII- Officers of the Church

Section 1. The officers of the Church shall be:

• Assistant Secretary

• Assistant Treasurer

• Moderator

• Membership Secretary

Elected by the congregation, the officers shall serve one-year terms in the same officer position,

renewable only twice unless the LDNC determines that extenuating circumstances warrant further

renewal of one year.

Section 2. The Assistant Secretary shall act in place of the Secretary during the latter's absence and shall

ASC Bylaws – Updated by the Congregation December 2019 10

otherwise assist the Secretary in performing the duties of the office. The Assistant Secretary shall assist

in assuring that the Church's official and historical records are preserved and readily accessible and shall

take minutes and maintain the membership roster of all meetings of the Church Council. The Assistant

Secretary shall also be responsible for convening the first meeting of the LDNC.

Section 3. The Assistant Treasurer shall assist the Treasurer in the performance of the duties of the

office.

Section 4. The Moderator shall preside at Annual and Special Meetings of the Church and shall be

responsible for meeting preparation and assuring that the proceedings are conducted fairly and in

accordance with these Bylaws, giving reasonable opportunity for all members to express their opinions,

except for matters relating to the determination of the ballot process for elections which shall be the

LDNC's responsibility. In the event that the Moderator is unable to do so at a particular meeting, a

presiding officer shall be elected from the members present at the meeting. The Moderator shall also

chair the Church Council.

Section 5. The Membership Secretary shall be responsible for the official roll of the membership of the

Church; determine Church membership status as directed in Article IV, above; and maintain an official

list of members entitled to vote as directed in Article V, Section 2, above.

Section 6. The Board shall have the responsibility for ascertaining that all Officers are performing

their duties as prescribed by these Bylaws or by other Church governing documents.

ARTICLE IX – Vacancy and Removal of Officers and Trustees

Section 1. Non-Attendance of Trustees. If any Trustee is absent from three consecutive regularly scheduled monthly meetings in the course of a year for reasons that a majority of the Board considers not justifiable or ceases to be a member of the Church, the office of that Trustee shall be treated as vacant and shall be filled by another person in accordance with this Article.

Section 2. Suspension and Removal of Trustees and Officers. The Board, by majority vote, has the

authority to transmit written notice to an Officer or Trustee stating reasons why the Board is

considering suspending the Officer or Trustee. Ten or more days after such notice is transmitted, the

Officer or Trustee shall be suspended for 45 days upon the affirmative vote of at least nine Trustees

then in office. The suspension is effective upon transmittal of written notice to the suspended Officer or

Trustee.

During the suspension period the Officer or Trustee has the right to present arguments to the Board as

to why that individual should remain an Officer or Trustee. After the 45- day suspension, the Officer or

Trustee may be permanently removed by the affirmative vote of at least nine Trustees. Such removal is

effective upon transmittal of written notice to the removed Officer or Trustee.

Within 90 days of the Board's decision to remove an Officer or Trustee, a Special Meeting of the Church

may be called pursuant to these Bylaws, outlined in Article VI, to re-instate the Officer or Trustee by a

majority vote. The Special Meeting will adopt rules ensuring due process during the proceedings for all

individuals involved.

One or more Officers or Trustees may be removed by a vote of the majority of the voting

members present at a Special Meeting of the Church called pursuant to these Bylaws.

ASC Bylaws – Updated by the Congregation December 2019 10

Section 3. Vacancies. The Board shall fill any vacancy that may occur in its membership or in the office

of the Assistant Secretary, Assistant Treasurer, Moderator, or Membership Secretary between Annual

Meetings, and any person so appointed shall hold office until the next Annual Meeting. At the Annual

Meeting, any vacancy on the Board shall be filled by election for the remaining year(s) of that term. A

Trustee or Officer may resign by giving notice to the Secretary. Resignations are effective upon receipt

by the Secretary of written notification or a later date if provided in the written notification.

ARTICLE X- The Church Staff and Executive Team

Section 1. The Senior Minister and any other called minister shall be chosen by ballot by the members of

the Church present in a Special Meeting called for that purpose. A majority of the votes cast shall

constitute a choice. The Senior Minister's salary and conditions of employment shall be determined by

the Board. The connection between the Senior Minister and the Church may be dissolved by the giving

of three months' notice by either party.

Section 2. The staff of the Church shall be composed of the Senior Minister and such other employees

authorized in the budget as may be necessary to manage the Church.

Section 3. The Senior Minister and Executive Director shall be non-voting ex-officio members of the Board.

Section 4. The executive leadership of the Church shall act as a team, and shall annually develop and affirm a covenant to guide their collaboration. The Board shall establish the structure for the executive leadership of the staff of the Church (“the Executive Team”). The Executive Team shall report directly to the Board and shall include at least one called minister (as described in Section 1 of this Article) or an interim minister if the Church has no called ministers. The Executive Team may also include other key positions, as determined by the Board, such as the Executive Director or a second called minister.

ARTICLE XI- Committees

Section 1. To aid the Church in the conduct of its business and other activities, standing committees shall

be constituted for continuing fields of Church interest and concern; ad hoc committees may be

constituted for more limited purposes.

Section 2. There shall be two categories of committees: Board committees, which advise and assist the

Board, and implementing committees, which work collaboratively with the Executive Team to propose

operating policies and manage the programs that advance the Church's goals.

Section 3. Members of Board committees shall be appointed by the Board after consulting with

continuing members of the committee in question. The members of implementing committees shall

be appointed by the Executive Team in collaboration with the relevant committees and other lay

leaders who can help recruit suitable candidates. Both the Board and Executive Team should strive to

reflect the Church's diversity in their committee appointments.

Section 4. Committee members shall be appointed for a term of three years.

Section 5. Standing committees' size and mission shall be outlined in writing by the Board (for Board

committees) or by the Executive Team (for implementing committees), working in collaboration with the

respective committees.

Section 6. Ad hoc committees shall be dissolved when their purposes are fulfilled, in the judgment of the

Board (for Board committees) or the Executive Team (for implementing committees).

ASC Bylaws – Updated by the Congregation December 2019 10

Section 7. Each committee shall elect its chair(s) annually from among its members and constitute and

elect such other officers as may be required. Committee chairs must be members of the Church. In

constituting an ad hoc Board committee, the Board shall designate a convener. In constituting an ad

hoc implementing committee, the Executive Team shall designate a convener.

Section 8. The Church Council shall be composed of the chairs of all standing committees, the

conveners of all ad hoc committees, leaders of Church organizations and activities, and the officers of

the Church. Its role shall be to share information, coordinate programs, broaden lay leadership, and

advise the Executive Team and the Board. It shall act as the committee to nominate the LDNC. The

Moderator shall be the Council’s chair.

ARTICLE XII- Church Organizations and Activities

Section 1. Members and friends of the Church are encouraged to participate in Church organizations and

activities to advance the Mission and Goals of the Church and for their mutual interest and fellowship.

Church members may form organizations for social, educational, spiritual, or advocacy purposes.

Section 2. Church organizations may constitute and elect their own officers, a majority of whom shall be

members of the Church, and may determine their own programs without restriction when such

programs are not inconsistent with the policies of the Church and further its Mission and Goals.

Section 3. Innovation and creativity shall be encouraged, but Church organizations and activities, unless

separately incorporated, shall operate as units of All Souls Church, Unitarian, and shall be subject to the

policies and controls of the church, including, but not limited to, budgeting, record-keeping, contracts,

membership recruitment, and fund- raising. In the case of separately-incorporated organizations, the

Executive Team shall determine what information, if any, must be reported to the Church for legal,

financial, or other purposes.

ARTICLE XIII - Nominations and Elections

Section 1. Committee Establishment and Purpose: There shall be a Leadership Development and

Nominating Committee (LDNC). The LDNC shall oversee leadership development programs and conduct

the search and nomination process for Trustees and Officers.

Section 2. Composition: The LDNC shall be composed of 15 persons with staggered terms. At least five

nominations to the LDNC shall be made and reported to the Secretary each year by the Church Council

not later than six weeks before the Annual Meeting of the Church. At each Annual Meeting of the

Church, therefore, five new LDNC members shall be elected to serve three-year terms. There shall be no

ex officio members. The Committee shall use its best efforts to fill by appointment any vacancy in its

membership occurring between Annual Meetings of the Church. The Assistant Secretary, or other

designee, shall promptly convene the first meeting of the LDNC, at which time the Committee shall

organize itself in order to fulfill its responsibilities in a timely fashion. The LDNC is accountable only to

the congregation, although it is encouraged to confer with the Board and the Executive Team.

Section 3. Duties: The LDNC shall engage in the following:

(a) Managing the process for nominating individuals for election as Trustees or Officers;

(b) Working with the Church Council, Board, and Executive Team to identify leadership gaps and

recruit new and emerging leaders; and

(c) Cultivating and developing new lay leaders by, among other things, providing training,

ASC Bylaws – Updated by the Congregation December 2019 10

workshops, and individual outreach.

Section 4. LDNC Nomination Process: The LDNC shall submit a report to the Secretary, not later than six

weeks before the Annual Meeting of the Church, nominating one or more members of the Church for

election to each vacancy on the Board and to the offices of Assistant Secretary, Assistant Treasurer,

Moderator, and Membership Secretary. The decision about the number of candidates to nominate for

each position, one or more, shall be the LDNC's decision. A quorum of at least two-thirds of LDNC

members is necessary to decide on the number of candidates to nominate for each position and to

decide to nominate a particular individual as a candidate. The LDNC shall strive to present a slate of

candidates that reflects the diversity and pluralism to which the Church aspires.

Section 5. Election Process:

(a) Additional nominations may also be made by petition signed by at least twenty members and

filed with the Secretary at or before the Annual Meeting. Also, additional nominations for all

offices and for the LDNC may be made from the floor at the Annual Meeting by a voting

member of the Church. Such nominations shall require a second by three other voting members.

(b) Promptly upon the receipt thereof, the Secretary shall cause to be posted conspicuously in the

Church the reports of the LDNC and of the Church Council and all nominations made by petition

until the Annual Meeting and to send the reports and petition nominations to all members of

the Church by the method described in Article VI.

(c) Election to the Board, to the Officers of the Church, and to the LDNC shall be by ballot.

However, if there is but one nominee for an office, voting for that office may be by voice.

(d) The newly elected Trustees, Officers, and members of the LDNC shall take office immediately

following the Annual Meeting.

ARTICLE XIV- Fiscal Provisions

Section 1. The fiscal year of the Church shall be from July 1 through June 30. If the fiscal year changes, the terms of all persons in office that would end prior to the next Annual Meeting shall be extended until the next Annual Meeting.

Section 2. The Board, in advance of the Annual Meeting of the Church, shall cause to be prepared a

budget for the ensuing year, based on anticipated availability of funds and relative priority and

importance of Church programs and financial needs.

Before the last regular Board meeting prior to a congregational meeting at which a proposed budget will

be voted, the Board shall hold one or more congregational budget hearings.

Section 3. There shall be an annual canvass for pledges, unless otherwise determined by the Board.

Section 4. After the adoption of the budget, the Board in office during the fiscal year covered by the

budget shall have the responsibility of adjusting the budget to conform as nearly as possible to the funds

actually received.

Section 5. Any expenditure of endowment funds shall require a recorded vote of the Board. This authority

may not be delegated.

Section 6. Annual fiscal reports shall be prepared and made available to the congregation not later than

ninety days after the close of the fiscal year.

ASC Bylaws – Updated by the Congregation December 2019 10

ARTICLE XV- Sponsorship and Ordination

Section 1. Sponsorship of a person to become a Minister within the Unitarian Universalist Association

shall be determined by a majority vote of the Board of Trustees.

Section 2. A person may be ordained by the Church at a specially announced service after approval

by a majority vote of the Board and of a meeting of the congregation. Notification of a vote on

ordination must be provided to members, in writing, at least two weeks in advance by newsletter,

mailing, or electronic communication.

ARTICLE XVI - Dissolution

In case of dissolution of the Church, all of its property, real and personal, after paying all just claims

upon it, shall be conveyed to and vested in the Unitarian Universalist Association or its legal successor,

and the Board of the Church shall perform all actions necessary to effectuate such conveyance.

ARTICLE XVII - Parliamentary Authority

Section 1. The rules contained in the current edition of Robert's Rules of Order, Newly Revised, as

approved by the Robert's Rules Association, shall govern the Church in all cases in which they are

applicable and in which they are not inconsistent with these Bylaws or special rules of order of the

Church.

Section 2. The Moderator of any Annual or Special Meeting of the Church may appoint a

parliamentarian.

ARTICLE XVIII -Indemnification

The Church shall indemnify its Trustees, Officers, and Executive Team to the fullest extent permitted by

the laws of the District of Columbia and shall purchase and maintain insurance on their behalf.

ARTICLE XIX- Amendments to the Bylaws

These Bylaws may be amended at any Annual or Special Meeting of the Church by a two- thirds vote,

provided that any amendment proposed has been either approved by the Board or sponsored by at

least twenty members and that a copy thereof has been sent by either first-class mail or electronic

communication to each member at least two weeks in advance of the meeting.

All Souls Church Unitarian Finance Committee Report to the Board

April 22, 2020

1

I. Overview A. During the March meeting the following matters were discussed:

1. March ’20 Operating Results 2. FY ‘19 Audit Update 3. FY ’21 Generosity Campaign Plan Update 4. CARES initiatives 5. FY ’21 Budget Framework 6. Administration

II. February ‘20 Operating Results – See attachment A

A. Overview YTD actual revenues exceed those anticipated in the YTD budget by approximately $28,000 but includes over $30,000 in Core Program revenue much of which comprises music camp deposits which will likely be refunded. However, the YTD revenue does not yet include endowment distributions form the UUCEF or Vanguard. Once those two matters are accounted for, the YTD revenue will largely align with the Budget. YTD actual expenses trail the YTD budget by approximately $51,000. However, the YTD expense budget anticipated employee use of PTO largely reflective of prior years rather than what we seem to be experiencing this year. The Board should anticipate those costs will be incurred sometime in the near future. Additionally, savings that might be expected arising out of the closure of the church facilities have been offset by unique expenses incurred to facilitate ongoing “virtual” Services and work-at-home operations. Lastly, the net results are distorted by the way in which our mortgage expenses are accounted for (only interest payments are included in the P&L report) as well as the absence of any Denomination Support contributions this year. Those two items comprise approximately $20,000 of the $50,000 in “savings”. As a consequence, it is the Committee’s view that Actual Results very closely align with the Budget.

B. Regarding revenues: 1. Core Donations in January, February and March exceeded that anticipated in the FY ’20

budget by a little over $44,000. That margin is largely a result of approximately $125,000 in pledge donation received during the month of March.

2. The +/-$21,000 shortfall in Investment Income – primarily attributable to Woodhull and Pfeiffer distributions – are timing matters. The UUCEF reported that we will see those distributions in May.

3. The facilities rental income has begun to drop as we should expect due to fewer events and space rental activities take place at ASC.

4. Core Program Revenues exceeded the budgeted amount by approximately $33,000, largely attributable to Music Camp fees paid well in advance of that event. As noted above, it is likely that those deposits with be refunded.

5. The postponement of the Suffragist Ball into the next fiscal year will add approximately $14,000 to the revenue shortfall this year.

6. The net result is a YTD revenue while reported to exceed the Budget by approximately $28,000 will likely be significantly reduced once Music Camp fees are refunded.

All Souls Church Unitarian Finance Committee Report to the Board

April 22, 2020

2

C. Regarding expenses 1. Savings in Personnel expenses totaling approximately $28,000 is likely a matter of timing

and accrued time off which will not be recognized as an expense until the time is taken or paid out in lieu.

2. While Building Expenses, including those expenses which qualified to be covered by grants from the Shively Fund fell under budget by approximately $8,000 Operating Expenses continue to exceed the amount budgeted for the year by +/-$15,600 and Core Program Expenses exceed the amount budgeted for the year by +/-$2,100. Much of the overruns in Operating Expenses and Core Program expenses are a consequence of costs associated with Virtual Services and work-at-home expenses.

3. Doug Whitescarver (ASC CPA Consultant) noted that a significant portion of the Core Program overage (+/-$6,300) is attributable to a PEPCO invoice incorrectly coded as a 10% Plate Fund Expense which accounts for actual Building Expenses being significantly less than budgeted.

4. Expenses incurred to support Other Programs & Activities (Lunch Programs, Fellowship/Café, Silver Souls, Worship Committee and Board Contingency) continue to exceed the amounts budgeted with one notable exception – Weekend at the Bay. After a brief discussion it was agreed that the budgeted revenue and expenses associated with that event would be removed from future Operating Reports so to provide a more accurate picture of our Operating results pertaining to this category.

5. No Denomination Support payments have been made this year yielding a savings of $7,500. In light of the support we will likely seek from the UUA pertaining to our search for an Interim Senior Minister, the Committee recommends that denominational support payments are not further postponed.

6. Contributions to the Capital Reserve account fell short by approximately $2,500 and increased shortfall by approximately $700 since the February report. If this trend continues for the remainder of the year the total shortfall will be approximately $5,000. The Committee recommends that the budgeted contributions to the Capital Reserve account be made each month.

D. Following extensive discussions, the Committee noted the much-improved financial outlook for

the remainder of this year and the ED’s much appreciated efforts towards that end. III. FY ’19 Audit

The Executive Director reported that the audit field work is scheduled to begin in mid-May.

IV. FY ’20 Pledge Results The Executive Director reported FY ’21 Love Counts! Pledges have been made totaling approximately $800,000 an increase of approximately $650,000 since last month. This represents approximately 65% of the Love Counts pledge goal.

V. CARES & COVID-19 initiatives

A. The ED reported that she has successfully negotiated a 3-month deferral of mortgage payments and an extension of the loan term by an equal amount. This will save the church approximately $25,000 this year.

All Souls Church Unitarian Finance Committee Report to the Board

April 22, 2020

3

B. The ED also reported that a Business Continuity claim has been filed with our Insurance

Company. It is not anticipated that we will hear back from the Insurers before the end of this month regarding this claim.

C. The ED further reported that an application for a small business loan to cover personnel expenses was made to the Industrial Bank of Washington (IBW) under the CARES program.

D. Further details regarding these activities have been included in the ED’s report to the Board.

E. After a brief discussion, the Committee awarded the ED a gold star for her initiative and actions during the past month in response to the likely COVID-19 impact on our financial health.

VI. FY ’21 Budget

A. The Executive Director reported that the time required to pursue the CARES and Covid-19 initiatives required that further budget development was deferred. Nonetheless, she has scheduled meetings with the Directors of each of the Core Programs for later this week and next to review plans for FY ‘21 and the revenues that will be required to support those plans.

B. The Treasurer reminded the Committee that the “framework” budget for FY ’21 discussed during the March Committee meeting anticipates only a modest growth in revenue and expenses over that in the FY ’20 budget (on a pro rata basis). The Treasurer requested that the Committee schedule an extra-ordinary meeting to discuss the draft budget in advance of the May Board workshop when this item will likely be on the workshop agenda.

VII. Administration A. The Treasurer suggested that the next Committee meeting occur at 6:30 PM on Monday May 4th

via conference call. The agenda for that meeting will be limited to discussions related to the Draft Budget for FY ‘21.

B. The meeting adjourned at 8:30 PM

All Souls Church Unitarian Finance Committee Report to the Board

April 22, 2019 Attachment A – FY ’20 YTD Operating Results

Mar 20 Budget $ Over Budget

% of Budget Jan - Mar 20

YTD Budget

$ Over Budget

Annual Budget

Ordinary Income/Expense Income 4000 · Core Donations 156,765.83 111,833.34 44,932.49 140.18% 379,734.09 335,500.02 44,234.07 671,000.00

4100 · Contributions 4,518.39 1,291.67 3,226.72 349.81% 4,962.77 3,875.01 1,087.76 7,750.00

4300 · Investment Income 48.80 8,833.33 -8,784.53 0.55% 5,661.12 26,499.99 -20,838.87 53,000.00

4400 · Facilities Usage 17,930.83 25,666.67 -7,735.84 69.86% 72,561.74 77,000.01 -4,438.27 154,000.00

4500 · Core Program Revenues -650.00 4,371.66 -5,021.66 -14.87% 33,347.00 13,114.98 20,232.02 26,230.00

4600 · Other Program/Committee Revenue 1,219.00 4,627.50 -3,408.50 26.34% 6,150.00 13,882.50 -7,732.50 27,765.00

4700 · Fundraisers 3,089.00 4,083.34 -994.34 75.65% 5,988.00 12,250.02 -6,262.02 24,500.00

4800 · Grant Revenue 0.00 2,000.00 -2,000.00 0.0% 0.00 6,000.00 -6,000.00 12,000.00

4900 · Endowment Distributions 36,351.21 9,416.67 26,934.54 386.03% 36,351.21 28,250.01 8,101.20 56,500.00

Total Income 219,273.06 172,124.18 47,148.88 127.39% 544,755.93 516,372.54 28,383.39 1,032,745.00

Gross Profit 219,273.06 172,124.18 47,148.88 127.39% 544,755.93 516,372.54 28,383.39 1,032,745.00

Expense 5000 · Personnel 99,075.29 110,459.24 -11,383.95 89.69% 303,592.44 331,377.72 -27,785.28 662,756.00

6000 · Building Expenses 18,308.78 16,850.00 1,458.78 108.66% 42,425.91 50,550.00 -8,124.09 101,100.00

6500 · Operating Expenses 14,068.12 13,908.33 159.79 101.15% 57,304.80 41,724.99 15,579.81 93,450.00

6800 · Denominational Support 0.00 2,500.00 -2,500.00 0.0% 0.00 7,500.00 -7,500.00 15,000.00

7000 · Core Program Expenses 4,973.95 7,183.34 -2,209.39 69.24% 24,238.57 21,550.02 2,688.55 43,100.00

8100 · Other Programs/Activities Exps 4,058.56 6,944.16 -2,885.60 58.45% 13,602.53 20,832.48 -7,229.95 41,665.00

8600 · Fundraising Expenses 6,015.57 5,275.00 740.57 114.04% 12,668.73 15,825.00 -3,156.27 31,650.00

9700 · Transfer Clearing Acct 0.00 0.00 9800 · Third Century Campaign 3,752.42 8,333.33 -4,580.91 45.03% 11,794.50 24,999.99 -13,205.49 50,000.00

9808 · Capital Reserve 3,333.00 4,166.67 -833.67 79.99% 9,999.00 12,500.01 -2,501.01 25,000.00

Total Expense 153,585.69 175,620.07 -22,034.38 87.45% 475,626.48 526,860.21 -51,233.73 1,063,721.00

Net Ordinary Income 65,687.37 -3,495.89 69,183.26 -1,878.99% 69,129.45 -10,487.67 79,617.12 -30,976.00

Security Committee Terms of Reference April 22, 2020

Purpose The Security Committee is an ad-hoc committee established by the Board of Trustees (Board) of All Souls Church. The purpose of the Security Committee is to advise the Board on a set of policies that will guide decisions related to the safety and security of congregants, staff, and facilities.

Duties 1. Set specific, actionable goals and a timeline for the Security Committee. 2. Distinguish between security policies which should be set by the Board and security

decisions that should be made by staff. 3. With the assistance of the Executive Director, review past safety-related policies and

activities, current status, and ongoing plans for improving security, as well as past incidents that highlight a need for improved security.

4. Collect further information that relates to church security, including but not limited to: recommendations from the Unitarian Universalist Association, recommendations from security experts, security policies from other houses of worship, data on risk and risk mitigation, and recommendations from our community partners.

5. Engage the congregation in a conversation about church security, providing opportunities for questions, suggestions, and feedback.

6. Throughout all research and discussion, be mindful of related issues that touch on All Souls’ fundamental values, including but not limited to the 8th Principle, the needs of marginalized congregants, the church’s relationship with law enforcement, and the role of firearms in church security.

7. In light of the above, draft a set of recommended security policies. 8. Present the recommended policies to the Board for discussion and adoption. 9. If the Board recommends changes, conduct any necessary research and draft edits to the

policies.

Membership The Security Committee will consist of three members of the Board of Trustees, the Executive Director, the Minister of Social Justice, an usher, and a member of the congregation who can represent the needs of marginalized congregants. Committee members are MJ Crom, Traci Hughes, Rev. Rob Keithan, Emily Koechlin, John Schuettinger, and Cathy Tortorici. The current members will be responsible for appointing the final member.

Timeline The Security Committee will establish a timeline for accomplishing its goals at its first meeting. It will be formally dissolved when its purposes have been fulfilled in the opinion of a majority of the Board of Trustees, after considering the recommendation of the Committee. The Committee can be re-established if necessary, to update security policy.

Accountability The Security Committee is accountable to the Board of Trustees. The Committee will provide a brief, written report each month to the Board about its progress.

Executive Director Report (ED) Board of Trustee Business Meeting – April 22, 2020 _________________________________________________________________ Coronavirus Response

The leadership of All Souls Church continues to monitor developments occurring in the DC metro area regarding COVID19.

The church and all personnel are abiding by jurisdictional shelter in place orders. Since we have staff who reside in the District of Columbia, Maryland and Virginia, only staff essential to the continuing business operation of the church and/or ensure the maintenance of the facility are routinely entering the building to work. Schedules are staggered so that no more than two staff members are in the building at one time.

Monday – empty

Tuesdays – Solomon (9a-6p); every other Tuesday – Valerie (10a-8p)

Wednesday – Joanne (9a-11a); every other Wednesday – Traci (10a-6p)

Thursday – empty

Friday – Joanne (9a-12p)

Rose – As needed

Staff have been instructed to wear gloves and disinfect their work areas. Additionally, those listed above have been provided with a letter on ASCU letterhead authorizing their travel to and from the church because they are needed for ongoing business operations.

Absent on-site scheduling and unscheduled facility maintenance, full-time staff are each performing their duties remotely. Employee meetings are occurring on Zoom. The church continues to pay full time and hourly employees as was standard prior to the closure on March 13, 2020.

Updates on DC government closures are published on the church website.

SBA Loan/Mortgage Loan Deferral

FVC Bank - Mortgage Deferral

On March 30th, First Virginia Commonwealth (FVC) bank approved a deferral of all mortgage payments and interest for the April 10th, May 10th and June 10th, 2020 mortgage payments. The deferment was granted as a result of the church’s eligibility to apply for COVID19 financial hardship with FVC and does not require payment of any

2

additional penalties or interest. It will effectively extend the life of the note by 60-90 days.

FVC Bank - $250,000 Minimum Balance Requirement

On April 1, 2020, I spoke to the account advisor managing the mortgage, Craig Laudeman. Mr. Laudeman says he's willing to work with the church on reducing the minimum balance requirement for a limited period as a way of relief during this period. In consultation with the Finance Committee, the ED will follow-up with FVC should this be required in response to ongoing financial impacts of COVID19.

Small Business Loan/CARES Act

On April 14, 2020, the ED submitted the application for the Payroll Protection Program. As a 501c3, the church is eligible for the Small Business Administration loan for up to 2.5x monthly payroll costs. The UUA provided guidance to assist congregations in applying. The ASCU application was submitted to Industrial Bank of Washington, the holder of the church operating account. As of 4/20/2020, the bank informed the ED that the application is being processed. See general information about the Payroll Protection Program here: https://home.treasury.gov/system/files/136/PPP%20Borrower%20Information%20Fact%20Sheet.pdf

The PPP authorizes loans to small business with less than 500 employees for up to 2.5 times average monthly payroll cost. You must then keep everyone employed for the next eight weeks. Then the bank will verify your payroll records and the Federal Government will issue full forgiveness, making this a tax free gift to the business. Any employee who earns over $100,000 per year, will be capped at $100,000 annual wage cost, which computes to a monthly wage cost of $8,333.34 plus payroll taxes and health and retirement benefits. There is no income test or collateral required. The Federal Government is providing banks a 100% loan guarantee. No need to prove actual economic injury occurred because it is presumed under the law.

Business Continuity Claim

On April 1, 2020, the ED filed through our insurance broker, a business continuity claim with Selective Insurance. There is no word yet on the determination.

3

5% Endowment Allocations

Per the approval of the board in December 2019, the church has begun the process of requesting the 5% drawdowns from the endowments in the amount of $131,500 for 2020. The TIFF allocation has been processed, in the amount of $67,000. The remaining allocation requests from Vanguard ($21,500) and UUCEF ($40,600) are in progress.

Your Love Counts Campaign/Pledges

The ED is pleased to report that core donations have increased by nearly $53,000 from the same time last year. This means that members of the church are responding positively to requests for ongoing support while the doors of the church are closed. As of April 19, 2020, the number of pledging units were 305, with a total of $792,617.00.

The numbers also reflect the hard work of the Stewardship and Fundraising committee, but there are still many church members who have not been contacted and asked to pledge. On April 6, the ED sent to the Board of Trustees a list of names and numbers for each trustee to personally contact and ask for a financial commitment to the Your Love Counts! campaign. It is critical that Trustees not only make a dollar commitment to the campaign, but follow through on calling everyone on their list. Our goal is 100% participation by the church in pledging to the campaign, and the example is set by church leadership. Members of the Stewardship and Fundraising Committee stand ready to help coach trustees in making the calls so that it is an easy a lift as possible.

To aid this effort, an email appeal to the congregation is scheduled to go out this week under Board signature.

Audit of 2019 Financials

Field work for the audit will begin on May 18th.

April 2020 Board Report Friends, you have asked specifically for an update on the church’s ministry in the face of the pandemic, in particular our efforts to connect the congregation with one another during this time. Here is a report on the many opportunities for spiritual inspiration, connection and service that have been made available over the last six weeks. Worship Regular, in-person Sunday services at All Souls have been cancelled since March 15, with no clear date for our return to the sanctuary. I’m very proud of how our worship team has responded to these unprecedented circumstances. We moved quickly to develop an online worship experience that we are now consistently delivering to the congregation by 7:30 AM on Sunday mornings. We have worked through technical difficulties and improved our production values. We have also successfully transitioned from taping worship at church to taping from our homes. Our online worship services continue to be well-received by the congregation/public, averaging over 1500 views per week, with nearly 2K views for Easter. The online format has enabled us to connect with current and former members who live out of town, friends and family of members, and UUs from across the world. Given the high interest in our online worship, we are planning to continue to make our worship available online even after our return to in-person worship, and we’re exploring the staffing and related costs necessary to make that happen. Zoom Community Gatherings The ministry team, program staff and other lay-led groups have been leading near-daily Zoom gatherings for congregants. At first these gatherings were broad in scope in terms of audience and content. As the pandemic lingers, we are starting to focus these groups to better meet the needs of specific populations/interests. To give you a sense of the breadth of our weekly offerings, here are our offerings from the most recent All Souls Weekly. Virtual Gatherings Hosted by Our Ministerial and Program Staff Wednesday, April 15, 5:30-6:30 pm, hosted by Rev. Norman Allen

• Online • Phone: 301 715 8592; meeting ID: 127 344 645

Wednesday, April 15, 7:30 pm. Vespers service

• Online • Phone: 929 436 2866; meeting ID: 987 6342 5756; password: 022291

Thursday, April 16, 8:00-9:00 pm, hosted by Rev. Rob Keithan

• Online • Phone: 646 876 9923; meeting ID: 109 104 971

Saturday, April 18, contact James (jploeser@allsouls.ws) or Dolores (dmiller@allsouls.ws) for links

• K-5th: 10:00 am • 2s-preK: 11:00 am

Sunday, April 19, contact James (jploeser@allsouls.ws) for links

• Middle School: 10:00 am • Youth Group: 11:30 am

Sunday, April 17, 11:00 am – 12:00 noon, Coffee Hour, hosted by Rose. Brew your own favorite hot beverage, grab a snack, and join us to socialize, catch up, and chat. If you’re new to All Souls and have a red mug, please use it, so we can welcome you!

• Online Mon., April 20, 4:15 pm. How Is Your Spirit? Soul Check-in hosted by Rev Hardies

• Online • Phone: 646 558 8656; meeting ID: 952 472 772

Tuesday, April 21, 7:00 - 8:30 pm. The Kindred Spirits Men’s Group invites interested men to join us on the 1st and 3rd Tuesday of each month for our monthly open discussion on a variety of topics from a men’s perspective.

• Contact Philip Smith (philips442@gmail.com) to RSVP and get Zoom information. Wednesday, April 22, 4:00 pm, Grief and Loss in the Time of Covid, with Rev. Tony Coleman. One of the surest ways to find grace in the midst of our grief is by meaningfully connecting with others. Join Rev. Coleman as we create a space to name our losses and carry them together.

• Online • Phone: 929 205 6099; meeting ID: 959 2601 2471

Friday, April 24, 7:30 pm. Sacred Texts/Sacred Conversations with Rev. Norman Allen. Wrap up your week with the exploration of a short, sacred text to be shared and discussed. From Mary Oliver to Rumi to Francis of Assisi, we’ll revel in the healing beauty of language. (An offering of the Adult Spiritual Development Committee.)

• Online • Phone: 301 715 8592; meeting ID: 911 1437 1298; password: 265255

Mindful Souls Zoom Gatherings

Join Mindful Souls on Zoom (Meeting ID: 864-402-4808) for group meditation and mindful discussion. All are welcome! Contact mjcrom@gmail.com with questions.

• Thursday, 3-3:45 pm • Sunday, 11-11:45 am • Tuesday, 6-6:45 pm

In addition to these, our choirs and many of our covenant groups are continuing to meet regularly by Zoom. The church makes its Zoom account available to any church group that needs to schedule a meeting. We have also recruited a team of “tech tutors” (Yay!) for congregants who need extra assistance connecting to our online gatherings. Congregational Care and Other Calls Rev. Tony Coleman and the Congregational Care Team have created a list of people who are elderly, vulnerable, shut-in or who otherwise would appreciate a regular check-in during the pandemic. They have vetted and recruited callers and calls began several weeks ago. Simultaneously, our Generosity Team has developed a plan of relational phone calls for our annual pledge drive. The call script prioritizes checking-in with people about how they’re doing before moving to a request for support of the church. Callers report a high and positive response rate to these calls. This is a good reminder to Board members that when you make your generosity calls, please do take the time to simply check-in with folks. We also have a feedback mechanism in place to communicate pastoral concerns identified in the calls to the clergy team. Religious Education/Ministry to Families and Children Dolores Miller and James Ploeser are doing an outstanding job updating religious education resources weekly on the RE page of our website. Dolores and James are meeting weekly by Zoom with children of all ages, as well as with their parents. Social Justice Rev. Rob Keithan is creating a memorandum of understanding with the DC Mutual Aid Network to open the church for drop-off and pick-up of food baskets for neighbors in need. RK has also provided congregants with a list of ways to serve the larger community during this time.

Report on Options for June 2020 Special Meeting of the Congregation At the March 2020 monthly Board meeting, I was asked to look into options for the planned June 14, 2020 Special Meeting of the Congregation, as well as the legality of holding such a meeting. I reviewed All Souls’ bylaws, the DC nonprofit statute that applies to us, various discussions on this topic from the UUA that Nadine and others had forwarded me, and also talked about the issue with the Governance Task Force. I also reached out to Moderator Mike Hill to discuss the issue. The top-line summary is that, while it would likely not be legally appropriate for All Souls to have a Special or Annual Meeting in a virtual format, All Souls has a perfectly good and legal option: asking members to vote via ballot. A “vote by mail” (or “vote by email”) option is also likely the easiest thing to run at this point in time. Paired with some virtual meetings (especially a budget hearing) to explain what’s in the ballot, this is an excellent option for us. Voting by ballot may take more work (or at least a different kind of work) than a typical Annual Meeting, so I think it’s important for us to begin work immediately on it in case we need to go this route. Legality The Board has discussed having a Special Meeting of the Congregation in June 2020, and Special Meetings are governed by Art. VI, Sec. 2 of our bylaws. The Church doesn’t have the authority to hold an Annual Meeting (Art. VI, Sec. 1) in June because such meetings can be held no more than 45 days before the end of a fiscal year (Art. VI, Sec. 1), and our fiscal year currently legally extends until the end of December (Art. XIII, Sec. 1). (Although the Board plans to ask the Congregation to vote on a change in the fiscal year at the next meeting of the Congregation.) In many respects, Special Meetings are like Annual Meetings. For instance, the Board must give two weeks’ notice when calling one. (Art. VI, Sec. 2). The quorum requirement is also the same. (Art. VI, Sec. 3). Unlike an Annual Meeting, however, a Special Meeting can only conduct that business for which it’s called, so there is no general period for ‘other business’ like at an Annual Meeting. (Art. VI, Sec. 2). Under DC’s nonprofit laws, Special Meetings (and Annual Meetings) must be held at our principal office—which is our physical church—unless the bylaws specify otherwise, which they do not. (DC Code Sec. 29-405.02(d)). The nonprofit laws also provide that bylaws can allow for electronic meetings, but the bylaws must specifically include this option in order for it to be allowed. (DC Code Sec. 29-405.02(f)). Since All Souls’ bylaws don’t specifically include this electronic option, an electronic meeting would likely not be legally appropriate, and an in-person meeting for a Special Meeting is likely the only legal option. (Other churches within the UUA do have bylaws that allow for electronic meetings, so they do have more legal flexibility here than we do. We should probably ask our

2

Governance Committee to recommend some language for a future bylaw amendment to cover situations like this one.) However, the nonprofit laws provide an alternate procedure—voting by ballot—which would work well here. (DC Code Sec. 29-405.09). Under DC law, “any action” that could take place at a Special Meeting or Annual Meeting can be done via ballot. Id. The ballot needs to explain each proposed action, and give members an opportunity to vote for or against those actions. The ballot must be delivered to each member entitled to vote. The ballot also essentially has the same quorum requirement—actions by ballot are only effective if enough votes are received to constitute a quorum for a Special or Annual Meeting. Thus, the church has a great legal option: providing a paper or electronic ballot to all voting members of the church, and having them return that in order to vote on the actions we’d normally take at a Special/Annual Meeting. Practical Issues The UUA has recommended a couple online form sites that congregations can use for creating a ballot (Wufoo and JotForm), and Google Forms is also an option. These ballots aren’t secret from whoever is administering the voting process, so we’ll need to think about how to do that in a transparent way. We also need to think about how to explain to the Congregation why we’re using a ballot system, and we need to think through deadlines for delivering the ballot, voting, etc. We also should think about how to make this transparent. At a typical Annual Meeting, people ask questions. If we’re voting by ballot, we’ll have to specifically build in ways to allow for questions, if we want to do that. An easy option is hosting a couple Zoom meetings where people can inquire about the ballot. It’s also a legal requirement that we have a budget hearing. (Art. XIII, Sec. 2) That needs to happen before people receive their ballots, and so the Treasurer/Executive Director/etc. should be thinking about how to do this, assuming in person meetings still are not options. Do We Need to Vote in June? One final practical thing to bring up: there’s no legal requirement that we hold a Special Meeting in June. We could delay it, since timing for those meetings (unlike Annual Meetings) are not set. And maybe in person meetings will be easier and better in June or August. However, that would leave us without an approved budget. I’m not a finance person, and so I don’t know how much of an issue this is. I’m kicking the ball on that over to Mark/Executive Team’s court to let us know how bad it is to not have a budget for a couple months. Moving Forward We have approximately two months to make voting by ballot work, if we decide to go this route. I propose that we create an ad hoc committee with the following terms of reference, and

3

that the Board then make the call no later than its May 2020 meeting about whether to have a Special Meeting in person or to have the Congregation vote by ballot: Ad Hoc Committee to Administer Ballot Voting in June 2020 Because of the pandemic, All Souls has had to modify many of its procedures. Although the Board had planned to call a meeting of the Congregation in June 2020 to vote on bylaws changes, approval of a budget, officer elections, and other matters, it may not be safe for the Congregation to physically meet in June. The Board therefore establishes an ad hoc committee with the following responsibilities:

• Notify the Congregation in early May that the Board may ask the Congregation to vote via ballot on various measures, and provide a general explanation for how this voting will be conducted, if necessary.

• Work with the Leadership Development & Nominating Committee, Board, and other appropriate entities within the church to determine what matters need to be voted on during June 2020.

• Notify the Board no later than the May 2020 Board meeting of what would need to be on a ballot.

At the May 2020 Board meeting, the Board will decide whether to move forward with voting via ballot, rather than having an in-person congregational meeting. If the Board does decide to move forward with ballot voting, the ad hoc committee shall have the following responsibilities:

• Prepare the ballot and provide it to the Congregation.

• Ensure that appropriate explanatory material is provided to the Congregation.

• Tabulate the results of the voting.

• Notify the Board and Congregation of the results of the votes. The convener of this ad hoc committee is _________. The convener is responsible for appointing members to the committee. The membership must include the Moderator (or the Moderator’s designee), the Membership Secretary (or the Membership Secretary’s designee), one member of LDNC, the Treasurer (or the Treasurer’s designee). The committee will cease to exist after it reports the results of the vote to the Board and Congregation. Final Note Just as a final note—I am a lawyer, but I am NOT a nonprofit lawyer. This report’s based on the clear language that’s in the DC code, as well as explanatory material I read. But this area of law’s outside of my practice, and this isn’t legal advice. There may be exceptions to the DC code created by court decisions that I’m unaware of that do give us more flexibility for virtually holding meetings of the church.