The Analysis

Annotated version of DFMS bylaws

The following analysis was created using the By-Laws and MOU from DFMS and removing the lined-out text that was the reference to the current United Thank Offering By-Laws and MOU. The red text below the sections represents an analysis of what the UTO board thinks the DFMS changes would do to the current board by-laws and the board submitted MOU.

UNITED THANK OFFERING

BOARD BYLAWS

ARTICLE I

Name

The name of the organization shall be “United Thank Offering Board” (“the Board” or “Board”).  The Board is a ministry of The Episcopal Church and is subject to the Constitutions and Canons of The Episcopal Church.  The Board’s mission, is as follows:

            1) promote an attitude and culture of thankfulness within The Episcopal Church,

            2) assist in raising awareness of the United Thank Offering (UTO)

            3) assist in raising money to support mission throughout the world,

            4) to recommend priorities and criteria for current year grants,

            5) to evaluate solicited grant applications based on said criteria,

            6) to recommend dispersal of said grants to the Executive Council of The Episcopal Church,

                        through The Episcopal Church Finance and Mission Departments,

            7) establish and nurture relationships with those who are awarded grants. 

This definition removes all autonomy from the United Thank Offering Board; the role of the United Thank Offering Board:  the original purposes of granting and communications are removed from Board responsibility and the Board is relegated to Promoting, Assisting, Recommending, and Evaluating; there is no innovation, creativity or action available to this body under this structure.

ARTICLE II

Purpose

The purpose and aim of the Board shall be to evaluate existing policies, priorities and grant criteria as approved by the Chief Operating Officer of DFMS, or his/her designate, and to evaluate solicited grants based on said approved criteria and to recommend dispersal of said grants to the Executive Council of The Episcopal Church through the Finance and Mission Departments of The Domestic and Foreign Missionary Society of the Protestant Episcopal Church in the United States of America (“DFMS”).

This purpose places the United Thank Offering Board entirely under the control of the Chief Operating Officer of DFMS and removes all autonomous functioning from the Board. It removes from the purpose of the board the following significant purpose of the United Thank Offering: "the purpose and aim shall be benevolent and/or charitable, education, granting and social, offering through a daily ministry of prayer and gratitude for blessings tangible support for the work of the church throughout the world."

ARTICLE III

Business

Section 1: The Board shall be accountable to DFMS, The Executive Council and General Convention regarding the business of the Board.

Section 2: The Board shall conduct all business in accordance with The Constitution and Canons of The Episcopal Church, Bylaws and policies of DFMS, Memorandum of Understanding (MOU) (between the Officers of DFMS and the Board and the Bylaws and Policies and Procedures of the Board.

Section 3: The Board shall present the names of those elected to the  Board at the first meeting of the Executive Council of the Episcopal Church following The General Convention for its approval.

Section 4: The Duties of the Board shall be as follows:

a. develop and recommend strategic plans, policies and criteria for the granting process to the
                Chief  Operating Officer of DFMS or his/her designate;

b. make recommendations to the Executive Council of The Episcopal Church regarding United
    Thank Offering grants awards; and

c. publish Annual Reports of the Board granting activities and post minutes of meetings for
    Executive  Council.

a. This section removes entirely the following responsibilities of the United Thank Offering
    Board:

b. provide education for the United Thank Offering network;

c. plan communication strategy;

d. provide tools and materials;

e. attend all Board meetings and any special meetings or training for the organization;

f. serve as Triennial Meeting delegates;

Section 5: Any and all Ingatherings contributions and interest earned thereon shall only be distributed by grants awarded by the Board and the Executive Council of The Episcopal Church.

This section removes entirely the following responsibilities of the United Thank Offering Board; the funds no longer are under the supervision of the United Thank Offering Board: "Any and all Ingatherings contributions and interest earned thereon shall belong to  United Thank Offering and will be distributed through awarded grants only."

Section 6: The Board shall keep minutes of al Board and committee proceedings, and shall keep at its principal office a record which shall include names, addresses and telephone numbers of current Board Members.

This section is removed in its entirety and takes away the ability of the United Thank Offering Board to make any autonomous decisions regarding its needs for materials and services:

Section 7: The President, Vice President and Finance Officer of the United Thank Offering Board shall review contract(s) for vendors at the approval and direction of said Board, in the name of and on behalf of United Thank Offering and such authority may be general or defined in specific instances as authorized by these Bylaws. Document(s) shall be submitted after review of the Legal Department of the Domestic and Foreign Missionary Society and approval of the United Thank Offering Board to the appropriate signatory for the Domestic and Foreign Missionary Society and United Thank Offering Board.

Section 8: Members of the Board shall not be entitled to compensation for their services.

This section specifically states that members of the United Thank Offering Board will no longer be compensated for their expenses related to their travel and work for the United Thank Offering Board; the ability for that compensation is removed.  "By resolution of the Board, either specific and limited or general and continuing, reasonable travel, hotel and other expenses may be allowed for attending and returning from any meeting of the United Thank Offering Board or for attending and returning from any meeting of the Executive or any other Committees or in connection with the affairs of the United Thank Offering as provided in the Policies and Procedures. A member shall be barred from serving United Thank Offering in any other capacity and receiving reasonable compensation for such other services."

Section 9: Vacancies created by the death, resignation, or incapacity of any Board member shall be filled by the Province the person represents or by the Board in the case of a Member-At-Large or by the Presiding Bishop in the case of the Executive Council member and by the Presiding Bishop and President of the House of Deputies in case of an Appointed Member. When a Member-At-Large is replaced, the person must be from a Province that does not currently have a Member-At-Large and the vacancy caused by moving a Province Representative to a Member-At-Large slot shall necessitate that Province select a new Province Representative.

This section removes the participation of the President of the United Thank Offering Board in the selection of members appointed by the Executive Council.

"Vacancies created by the death, resignation, or incapacity of any Board member shall be filled by the Province the person represents or by the United Thank Offering Board in the case of a Member-At-Large or by the Presiding Bishop in the case of the Executive Council member and by the Presiding Bishop and President of the House of Deputies and United Thank Offering President"

Section 10: Interim acts shall be approved and ratified at a subsequent meeting of the Board by a majority vote and included in the minutes of that meeting.

This section is removed in its entirety: this raises serious questions about the custodial relationship of DFMS to the United Thank Offering restricted trusts.

Section 13: Upon liquidation or cessation of the activities of United Thank Offering, the assets (physical, financial and intellectual), will revert to the Domestic and Foreign Missionary Society and shall be used first to satisfy all debts and other encumbrances against United Thank Offering.

a. To the extent not used as indicated above, all Ingathering contributions and interest earned therein shall be used for missionary work; and

b. Trust Funds will be resolved in accordance with the trust and fiduciary responsibilities of the Trustees.

ARTICLE IV

Meetings

Section 1: There shall be at least two (2) public meetings per year of The Board. It is expected that all members of the Board attend all regularly scheduled and special meetings of the Board for which notice has been provided.  Failure to attend the meetings may be grounds for removal from office, as provided in these Bylaws.

Section 2: The first scheduled Board Meeting after the General Convention of the Episcopal Church shall include orientation and training provided by the General Convention Office to all CCABs.

The relationship of the United Thank Offering and the Episcopal Church Women is dissolved by this section, as is the ability of the United Thank Offering to autonomously develop the orientation to be provided in the  meeeting:

The first scheduled United Thank Offering Board Meeting after the Triennial Meeting shall include orientation and training.

Section 3: Special Meetings of the Board may be called at any time by the President or by five (5) members of the Board. All members shall be given at least twenty-one (21) days’ notice of a regular meeting and at least seven (7) days’ notice of a special meeting.

Section 4: Notice of meetings must be given in writing and shall be deemed given when the message is sent, addressed to the member at his or her business or residence. No other business but that specified in the notice may be transacted at a Special Meeting without a majority of Board members present at such meeting. The removal of Board member(s) or Officer(s) of the Board or amendments to the Bylaws shall be transacted only following notice. Notice of any such meeting or of the purpose of a special meeting may be waived in writing.

Section 5: Any meeting of the Board may be held within or outside these United States of America, such place as may be determined by the President and/or Vice President of the Board in consultation with the Mission Department and the General Convention Office.

This section indicates that the United Thank Offering no longer has autonomy regarding its meeting planning:

"Any meeting of the United Thank Offering Board may be held within or outside these United States of America, such place as may be determined by the President and/or Vice President of the United Thank Offering Board. "

The removal of this section takes away the option of proxy voting: Section 5: Each voting Member of the United Thank Offering Board shall be allowed to vote either in person or by signed and notarized proxy. Proxies shall be accepted ONLY in the case of medical or family emergencies.

Section 6: Members of the Board or any committee thereof may participate in any meeting of the Board or any committee thereof by means of conference telephone or similar communication equipment of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute presence in person at such meeting.

Section 7: Regular business presented at Board meetings shall be decided by a majority vote of those members present.

Section 8: A quorum for the transaction of any business shall be a majority Board. If a quorum is present and except otherwise specifically provided in these Bylaws, the Board may act upon a majority vote of the Board members present at the meeting. Every member of the Board shall have one vote.

Article V

Membership

Section 1: The membership shall consist of one (1) Representative from each of the nine (9) Provinces of The Episcopal Church, three (3) Members-At-Large, two (2) Appointed Members and one (1) member of the Executive Council of The Episcopal Church.

Section 2: All members shall be adult communicants in good standing of The Episcopal Church.

Section 3: The membership shall be elected as follows:

a.      The nine (9) Province Representatives shall be elected during the Provincial Meeting or Synod of each Province. 

The contents of this item removes the United Thank Offering Board from its historic relationship to the Episcopal Church Women; members of the board will now be elected by the Provincial Synods of the Episcopal Church rather than by the Provincial Organizations of the Episcopal Church Women.

b    Three (3) Members-At-Large shall be elected by ballot at the Spring Board Meeting in the second year of the triennium, by the members of the Board.

c.      One (1) Executive Council member shall be appointed jointly by the President and Vice President of the Executive Council of DFMS.

d    Two (2) Appointed Members shall be appointed jointly by the President and Vice President of the Executive Council of DFMS.

This item removes the President of the United Thank Offering Board from voice in the selection of appointed Board members.

a      Two (2) Appointed Members shall be appointed jointly by the President and Vice President of the Executive Council of the Domestic and Foreign Missionary Society DFMS. and the President of United Thank Offering.

Section 4: All members shall be elected for a term of three (3) years and assume office immediately following the General Convention of The Episcopal Church.

This section removes the United Thank Offering Board from the historic relationship with the Episcopal Church Women:

Section 4: "All members shall be elected for a term of three (3) years and assume office immediately following the Triennial Meeting of the Episcopal Church Women"

Section 5: No member shall serve more than two (2) consecutive terms, unless fulfilling an unexpired term of eighteen (18) months or less.

Section 6: A member filling an unexpired term of fewer than eighteen (18) months is eligible to serve two (2) additional terms.

Section 7: A Board member may be removed for the following reasons:

a.      Failure or refusal to adhere to the Board’s Bylaws, and the Constitutions and Canons of The Episcopal Church; the Bylaws and Policies and Procedures of DFMS; Committing a breach of confidentiality;

b.     Consistently failing or refusing to perform the duties assigned by the President, Executive Committee and Committee(s) Convener(s);   

      (This section removes the ability of the United Thank Offering to establish and maintain autonomous policies and procedures. Failure or refusal to adhere to the Board’s United Thank Offering Bylaws, United Thank Offering Policies and Procedures, United Thank Offering Oath of Confidentiality and the Constitutions and Canons of The Episcopal Church; the Bylaws and Policies and Procedures of DFMS;)

c    Consistent pattern of behavior unbecoming a Board Member; and  Failure to satisfy member qualifications. Removal of a Board Member for all of the above reasons shall be accomplished by a recommendation by the President, vote of the Executive Committee and vote of the full Board.  The President shall provide the Board Member subject to removal written notice of the charge(s) at least fifteen (15) days prior to the meeting of the Executive Committee on which the matter is scheduled.  The Board Member may appeal in writing to the Executive Committee seven (7) days before the scheduled meeting.  The Executive Committee must respond before the next full Board meeting, or within (10) days whichever is sooner.  If the appeal to the Executive Committee is denied, or if no timely appeal is submitted, the proposed removal shall be subject to a vote at the next regular Board meeting. Removal shall require a majority vote by the Board.

ARTICLE VI

Officers

Section 1: The Officers of the Board shall consist of a President, Vice President and Secretary.

 

This section removes the position of Finance Officer from the Board:

Section 1: The Officers of the United Thank Offering Board shall consist of a President, Vice President and Secretary. and Finance Officer.

Section 2: The Officers of the United Thank Offering Board shall be elected as follows:

a.      The President-Elect shall be elected at the last official Board Meeting held prior to General Convention of The Episcopal Church by the current Board.   

     (This section removes the United Thank Offering Board from the historic relationship with the Episcopal Church Women.)

1)     Nominees for the office of President-Elect shall be persons elected to serve the next triennium either as Province Representatives or Members-At-Large. They must have served at least one year on the Board prior to election.

2)     Election shall be by a majority vote of the voting Board Members present.

3)     The President-Elect will assume office immediately following the General Convention of The Episcopal Church.

b                                               Election of Vice President and Secretary shall be by ballot.

1)     Election shall occur at the first meeting of the Board following the General Convention of the Episcopal Church.

2)     Board members except the President may be considered nominees for these offices, subject to the one year requirement set forth in Section 2(a)(1) of this Article.

3)     Voting shall proceed with one (1) position at a time in the following order: Vice President and Secretary. The first ballot shall have the position and names of those willing to serve. Any nominee receiving the majority of votes shall be elected. In any election of officers, following the second ballot, if there is no election, the candidate receiving the lowest number of votes will be removed from the list of candidates and the remaining candidates will be placed on the next ballot, and in like manner following each successive vote required the candidate receiving the lowest number of votes will be removed from the list of candidates on the next ballot. In the case of a tie between two candidates, unresolved after the next ballot, the President shall cast a single vote for one of the two candidates. Those persons elected shall assume office upon approval by the Executive Council of The Episcopal Church.

Section 3: All Officers shall be elected for a term of three (3) years or until their successor(s) is/are elected.

Section 4: Duties The President shall

1)     be responsible for the administration of Board Bylaws and Policies and Procedures.

2)     preside at all meetings of the Board including Special Meeting(s), Executive Committee Meeting(s) and Board meetings held during the Triennial Meeting. The President may delegate his or her authority to preside at such meetings to any other Executive Committee Member of the Board.

3)     Oversee the implementation of actions taken by the Board.

4)     Appoint all committees and chairpersons after consultation with the Executive Committee;

5)     Prepare meeting agendas in cooperation with the other Executive Committee members and the Mission Department;

6)     Submit an Annual Report of the organization to the Executive Council of DFMS regarding the granting process and the minutes following each meeting of the Board;

7)     Publicly represent the Board when called upon to do so by DFMS staff or appoint a Board member as a representative;

8)     Serve as a member of the Joint Committee for the Board and the National Episcopal Church Women Boards;

The Board President shall from time to time meet with the Officers of DFMS and the person who shall be designated the United Thank Offering Missioner.   

(the following responsibilities are removed from the President: be the Chief Executive Officer of the United Thank Offering Board; The President shall be responsible for the functioning of the organization; Communicate with other organizations within The Episcopal Church and with ecumenical and other groups; and Perform such other duties as may be required by the Bylaws, and other rules of the organization as requested by the United Thank Offering Board.)

b.     The Vice President shall

1)     preside at all meetings of the Board in the absence of the President, or at the request of the President. Duties shall include:

2)     Make provisions for devotions at all meetings and see that spiritual focus is maintained;

(The following responsibilities are removed from the office of Vice-President:  Arrange United Thank Offering Board and Executive Committee Meeting locations and site preparations in consultation with the Executive Committee; Assist in preparation of meeting agendas;)

3)     Perform such other duties as requested by the President or Board.

            c. The Secretary shall

1)     see that accurate minutes are taken, approved by the Board, posted for Executive Council and preserved in the records of the Board and the Archives of DFMS.

2)     keep a record of accurate addresses of Board members in order to give and serve notices of meetings,

3)     perform such other duties and have such other powers as may from time to time be delegated to her by the President or the Board.  

 (the following responsibilities are removed from the Secretary: shall keep complete, recorded (taped), typed and accurate records of minutes of all meetings of The Board, and have charge of the Minutes book)

                  d)  The Finance Officer and the Finance Committee and all accompanying
                         responsibilities are  removed  from the Board: significant items include:

                        2. Have thorough understanding of the “accounting practices and procedures”
                            used by the   Domestic and Foreign Missionary Society (DFMS);

                        3. Serve as Chairman of the Finance Committee;

                        4. Collect, process, approve and retain a file copy of all reimbursement
                            documentation
                            before  forwarding to the United Thank Offering Coordinator for delivery to the
                           Chief Financial  Officer of The Episcopal Church for distribution of payment.

                        5. Educate United Thank Offering Board Members on financial and budgetary matters.

                        6. Assist in preparation of Board Meeting Agendas;

                        7. Responsible for providing records for an annual audit of United Thank Offerings
                            finances as  required by the Domestic and Foreign Missionary Society (DFMS);

                        8. Present a Triennium Budget for approval by the United Thank Offering Board;

Section 5: Vacancies shall be handled as follows: The office of President shall be filled by the Vice President and the positions of Vice President and Secretary shall be elected by the members of the Board.

Section 6: Any officer elected by the Board may be removed from the Board by a majority vote.

ARTICLE VII

Committees

Section 1: Committees of the Board shall consist of at least three (3) Board members.

The items removed from this section remove autonomy from the board regarding committee functioning:

The United Thank Offering Board by resolution adopted by the entire Board may designate one or more committees, including an Executive Committee which shall have the full power and authority of the Board except as limited in these Bylaws. Each such committee shall consist of at least three (3) United Thank Offering Board members. Each such committee, to the extent provided herein or in such resolution, shall have the authority of The United Thank Offering Board. However, no such committee shall have authority as to any of the following matters.

Section 2: The Executive Committee shall consist of the President, Vice President and Secretary

a.      have its meetings called by the President or by the written request of two (2) members of the Committee.

b.     have the Secretary keep minutes of all Executive Committee Meetings.

c.      act for the Board between meetings. It shall have the authority to handle policy pertaining to the operations, structure and finances of the Board. The Executive Committee shall not modify any action taken by the Board regarding the nature of grant awards.

    

      (This section limites the Executive Committee responsibilities by removing the statement It shall have authority to designate expenditures pertaining to previously awarded grants. adding "the nature of grant awards.")

d.     fill any vacancies on a committee and may in its discretion change the designation or number of members serving on a committee.

(The Communications Committee and all related responsibilities are removed from the Board; these include: shall be responsible for communicating United Thank Offerings purpose and work to varied publics through its printed inspirational materials, electronic means, audiovisual productions and publications.)

Section 3: Continuing Review - The Continuing Review Committee shall monitor and provide continuing evaluation of the work in all areas of the Board

(The Covenant Network Committee is eliminated, eliminating the work it does:Covenant Network - The Covenant Network Committee shall be responsible for communications between all autonomous provinces formerly of The Episcopal Church, those who are emerging as autonomous.)

Section 4: Diocesan Network - The Diocesan Network Committee,  

with the oversight of the DFMS staff, 

shall be responsible for the expansion of support at every level of leadership throughout The Episcopal Church, including but not limited to the UTO Diocesan Coordinator network.   

(This Committee is no longer autonomous.)

Section 5: Face To Face – The Face To Face Committee, with the oversight DFMS staff, shall be responsible for developing, organizing and implementing training for United Thank Offering Diocesan Coordinators and others.  (This Committee is no longer autonomous.)

(The Finance Committee and the Communications are completely eliminated from Board responsibility.)

Section 6: Finance - The Finance Committee shall be responsible for reviewing and accounting for all United Thank Offering finances, as well as preparing a budget for each triennium.

Section 7: Grant - The Grant Committee shall be responsible for reviewing applications, printing educational materials, providing training and the preparation and distribution of Granting materials.

Section 6: Memorial and Gift Trust Fund - The Memorial and Gift Trust Fund Committee shall be responsible for the promotion of the Memorial and Gift Trust Fund.

Section 7: Triennial Meeting - The Triennial Meeting Subcommittee, 

with the oversight of DFMS staff, 

shall oversee the planning and implementation of the various presentations and activities of United Thank Offering related functions held at the Triennial Meeting.  

 (The Triennial Meeting Subcommittee will function under DFMS: under the memorandum of understanding (MOU) the United Thank Offering Missioner will be the only United Thank Offering representative to the Triennial Meeting.)

Section 8: Special committees shall be appointed by the President with the approval of the Executive Committee and/or the Board.

The following is an analysis of the DFMS's By-Laws and MOU documents. The method of the analysis was using the documents from DFMS and removing all the lined out text from the United Thank Offering Board documents and providing the analysis in the red text below each section. 

ARTICLE VIII

Bylaws Approval and Amendments

These Bylaws, or any amendments thereto, shall become effective upon their approval by a majority of the members of the Board and subsequent approval by the Executive Council of The Episcopal Church.

The following responsibilities are removed from the United Thank Offering Board:

a. The dissolution, merger or consolidation of the organization;

b. the designation of any such committee or changing the number of members of The United Thank Offering Board or the filling of vacancies in any committee;

c. the amendment or repeal of these Bylaws or the adoption of new Bylaws;

d. the amendment or repeal of an resolution of The United Thank Offering Board that by its terms cannot be amended or repealed except by the action of The United Thank Offering Board.

Section 10: The United Thank Offering Board shall interpret the United Thank Offering  Bylaws. The United Thank Offering Board’s decision being final except in the matters affected by the Constitution and Canons of The Episcopal Church and the Bylaws and Policies of the Domestic and Foreign Missionary Society of the Protestant Episcopal Church in the United States of America.

ARTICLE IX

Trademarks

Trademarks by The Board shall be approved by the Communications Department and Legal Department for DFMS.  All such intellectual property remains the property of DFMS.

ARTICLE X

Parliamentary Authority

The most current edition of Robert’s Rules of Order Newly Revised shall be the Parliamentary Authority for all matters of procedure not specifically covered by the Bylaws or special rules of order adopted by the Board.