3 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.
4 Church governance documents Statement of Fundamental BeliefsGeneral Conference Working Policy or the Division Working PolicyThe Church ManualConstitution and Bylaws: for conferences and institutionsOperating Policy: for units with ‘mission’ status
5 Two policy books—different roles Operation of local churchOperation of other organizations
6 GC Working PolicyGlobal leadership decisions regarding how entities live and work together. The ‘family code of conduct.’
7 Policy’s purpose: To protect the organization from: Autocratic and erratic leadershipMerely reactive decision-makingWidely differing patterns of action
8 Policy’s function: Defines how we do our work Represents a collective decision-making process (executive committee).General Conference Working Policy is the policy framework for the world Church.The Church Manual is the policy framework for the operations of local churches.Is dynamic, can be amended.
9 Policy: the big picture Organizational StructureOperating PrinciplesProcedures and Practices
10 GC Working Policy Section B Organization and Administration
12 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.
13 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.”
14 Eight key concepts to know: Membership basis of organizationConferred statusRepresentative and constituency-basedAuthority rooted in God, distributed to wholeCommittee system (decisions made by groups)Shared administration, not presidentialUnity of entities (mission, purpose, belief create bond of fellowship)Separate but not independent organizations
15 Eight key concepts to know: Membership basis of organization
16 1. Membership basis: Membership only in one place at a time Membership required for participation in the business meetings or to hold officeBoards and committees also have defined memberships (What about invitees role?)
17 The pattern of membership OrganizationMembersLocal churchLocal conference/missionUnion conference/missionGeneral ConferencePersons Local churches Local conferences/missions Union conf/missions
18 Primary building blocks General Conference and its divisionsUnion conference/mission/of churchesLocal conference/missionLocal church
19 Divisions: Not constituency-based units “Divisions” of the General Conference
20 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
21 Divisions:B 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.
22 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
23 Eight key concepts to know: Membership basis of organizationConferred status
24 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
25 Eight key concepts to know: Membership basis of organizationConferred statusRepresentative and constituency-based
26 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
27 Eight key concepts to know: Membership basis of organizationConferred statusRepresentative and constituency-basedAuthority rooted in God, distributed to whole
28 4. Authority distributed: Authority of the Bible with respect to organization
29 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).
30 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
31 Eight key concepts to know: Membership basis of organizationConferred statusRepresentative and constituency-basedAuthority rooted in God, distributed to wholeCommittee system (decisions made by groups)
32 5. Committee system: Most important decisions made by groups Authority 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
33 Eight key concepts to know: Membership basis of organizationConferred statusRepresentative and constituency-basedAuthority rooted in God, distributed to wholeCommittee system (decisions made by groups)Shared administration, not presidential
34 6. Shared administration Officer 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
35 Eight key concepts to know: Membership basis of organizationConferred statusRepresentative and constituency-basedAuthority rooted in God, distributed to wholeCommittee system (decisions made by groups)Shared administration, not presidentialUnity of entities (mission, purpose, belief create bond of fellowship)
38 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
39 Policy is the result of unity, not the cause of it!
40 Growth in any organization will tend towards fragmentation. “Together we can do more.”
41 Organizational tension Centralization vs decentralization
42 The Church needs bothThe 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.
43 Eight key concepts to know: Membership basis of organizationConferred statusRepresentative and constituency-basedAuthority rooted in God, distributed to wholeCommittee system (decisions made by groups)Shared administration, not presidentialUnity of entities (mission, purpose, belief create bond of fellowship)Separate but not independent organizations
44 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)
47 SDA Church polity Interlocking and interdependent Congregational HierarchicalInterlocking and interdependent
48 Eight key concepts to know: Membership basis of organizationConferred statusRepresentative and constituency-basedAuthority rooted in God, distributed to wholeCommittee system (decisions made by groups)Shared administration, not presidentialUnity of entities (mission, purpose, belief create bond of fellowship)Separate but not independent organizations
49 The Legal Structure of the Church Most 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.
50 Corporation-Definition A company or group of people authorized to act as a single entity (legally a person) and recognized as such in lawUnlike Associations, partnerships or sole proprietorships
51 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 activitiesCan sue or be suedRecourse only against legal entity not individualsLiability limited to assets
52 For Profit Can sell shares to raise funds Profit driven Entitled to make profitsOwnersShareholdersProfit drivenDistribution of assets to ownersCan be soldDirectors can be compensated for serving on Boards
53 Non-Profit/CharityUsually started by a group or individual for particular purposeMembersMission drivenCan’t be sold, can only be dissolvedWho owns non profit?No oneEveryoneCharities Exist for the public good-Public Purpose (religious, educational, scientific, charitable)
54 Non-Profit/CharityDirectors cannot be compensated for serving on BoardOn dissolution assets turned over to another charityIn some instances greater scrutiny/oversight
55 ‘Persons’ in the SDA Church? Conference/Mission CorporationsUnion Conference (Missions & Union of Churches)General Conference CorporationInstitutional CorporationsWho Owns The Above “Legal Persons”?Constituent Members & Stockholders
56 Formation of SDA Corporations Corporations to serve General Conference must be authorized by Executive Committee (GC Constitution)BA 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.
57 Formation of SDA Corporations Prior Consultation and Permission (GC WP 25 10)Divisions have own processNAD Requires NADCOM Approval and also approves Denominational StatusConference Corporations serve as trustees, hold property, invest trust funds, enter into contracts,Operate in situations where legal status is required
58 Historical Structure CONFERENCE ASSOCIATION-CORPORATION Unincorporated nonprofit associationAll operational aspects of the Conference including employeesEcclesiastical organizationASSOCIATION-CORPORATIONNonprofit religious corporationAll legal aspects of property ownership, trustsLegal organization
59 Dual Structure Organizations Some entities have merged the Association-Corporation and the Conference into oneReasonsReduce liabilityLocal legal requirementsConfusion between dual structure
60 Best Distinction Corporate Ecclesiastical Bound by local corporate law Constitution and BylawsBoard has fiduciary responsibility to membersEcclesiasticalCommitment to Working Policy and Church ManualUnincorporated AssociationPerhaps different set of laws depending on jurisdiction dealing with unincorporated associations
61 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)
62 No departure from these policies shall be made without prior approval from the General Conference Executive Committee… (GCWP B 15 10)
63 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)
64 Leadership standard of conduct Compliance with Working Policy is a standard of conduct for Seventh-day Adventist leaders.
65 Class assignmentRead, understand and apply General Conference Working Policy Section B.Orient new officers of local fields and institutions to the concepts in GCWP Section B.
67 Quiz TimeThe 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?
68 Quiz TimeWhat holds the Seventh-day Adventist Church together as a worldwide faith community?
69 Quiz TimeName four of the eight key concepts of Seventh-day Adventist organization.
70 Quiz TimeWhy are divisions not included in the constituency-based units of denominational structure?
71 GC Working Policy Section D Model Constitutions and Operating Policies
72 Governing documents--importance Define identity, relationships, membership and territory of operationProtects the voice of the membership within and organization
73 Model governance documents ConstitutionsBylawsOperating policies
74 Organizational status--Conference Official 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
75 Organizational status--Mission Official 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 levelCannot amend its own operating policy.
76 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)
77 Bold print and regular print Sec. 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
78 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)
79 Constituency Session—definition Constituency—a body of persons/members entitled to make official decisions such as election of officers and executive committeesA ‘business meeting’ of an organization’s membersThe 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
80 The concept of membership OrganizationMembersLocal churchLocal conference/missionUnion conference/missionGeneral ConferencePersons Local churches Local conferences/missions Union conf/missions
81 Constitution (sometimes called Articles) Describes organization’s identity, relationships and territory
82 What is in the Articles? Name Purpose Relationships Geographic TerritoryMembership/ConstituencyBylaws*Dissolution/Disposition of AssetsAmendments** These items not in ‘Operating Policy’ for Missions
84 What is in the Bylaws? Principal Office Membership/Constituency Mtngs RepresentationConstituency Meeting CommitteesExecutive CommitteeOfficersDirectors of Depts/Assoc/ServiceOther OrganizationsFinanceBudget, Employee Comp…AuditIndemnificationAmendments
85 Constituency sessions: The organization’s provision for theVOICE of the MEMBERSHIPA primary function of the Bylaws is to define the processes whereby the membership fulfills its authorized role in decision-making.
86 Constituency session: step by step Session types: Regular or SpecialPlanning phase‘Getting started’ phase‘Doing Business’ phaseClosing phaseDocumentation phase
87 Bylaws—important for planning Definition 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
88 Definition of membership Article V—MembershipThe 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.
89 Regular session: Frequency/location Article 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 bya. 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.
90 Delegates—Selection process Regular 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.
91 Delegates—At large All members of the executive committee… All members of the executive committee of the Union who may be present…All employees holding credentials or ministerial licenses issued by this conference.Members of the GC Executive Committee…not exceed ten % of total other delegates.Others recommended by the executive committee and accepted by the delegates in session…not exceed ten % of total regular delegates
92 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
93 Articles/Bylaws amendments Requires 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
94 Documentation phase Preparation and preservation of minutes Printing/circulation of amended governance documentsLetters to all persons who have been electedWhat 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.
95 7 Common Mistakes Document is out of date Not in harmony with model documentsNot read and understoodConstituency meeting actions undocumentedConstituency meeting procedures not in harmony with documentsDelayed preparation of amendmentsInsufficient orientation of leadership
96 for the next constituency session Begin preparingfor the next constituency sessionNOW!
97 The most important human resource for the Church is TRUST
98 Class assignmentRead, study and understand the governance document for your unit of organization.Ensure that the governance document is up to date.Ensure that subsidiary units have up to date governance documents and that leaders know how to conduct constituency sessions.
100 Quiz Time 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?
101 Quiz TimeThe 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?
102 Quiz TimeCompare 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.
103 Quiz TimeWhy 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?
104 Quiz TimeHow can church leaders act in ways that build membership trust—both in the leaders themselves and in the church as an organization?