Policy-based Governance Q&A

Questions have been gathered from forums and meeting commentary. Please direct other  questions you may have to: governance@dupageuuchurch.org

The Policy-based Governance Script - 2021 Annual Meeting provides the text transcript of the June 6 presentation.

Q. The motion to move ahead with Policy-based Governance as stated/voted at the Annual Meeting passed. Now, what are next steps?

A. The Board will begin its Year 1 tasks discussion at its June meeting - its first meeting of the new fiscal year and first meeting following the vote on June 6. Among those tasks will be identifying dates to begin meeting with the Congregation, Staff, and Volunteer leaders.

The Board also will identify where to begin with the many topics of discussion that will take place this year. And, in creating agendas, the Board will determine if some of the meetings - hours, half days, if necessary? - can be partly in person. The Board will negotiate logistics and safety to include as many people as want to participate in person or on Zoom.

There will be many opportunities for meeting, onboarding, educating, discussing, and transitioning this year. The timing - the Task Force's hand off of the framework draft documents to the Board, forums for high-level explanation, a Congregational vote, followed by deep-dive discussions to be scheduled in the new church year with everyone to gather feedback - was part of many open Board meeting discussions over the past seven months.

With education, discussion, feedback, and modifications, the goal is a call-to-adopt the Bylaws and underlying documents and processes in June 2022. 

In addition to the Year 1 document, the Governance Task Force has created a Three-Year rollout plan for the Board and Staff that includes rough timing for yearly meeting and planning with the Congregation. The Board has seen them both and will be reviewing and refining. As the details in those documents is confirmed, it will also be posted online. 

In PBG, evaluations, modifications, and continuous improvement will become part of our governance process.


Q. Why has the transition to Policy-based Governance taken so long? 

A. Bumps in the road; not a continuous activity. While we have been contemplating Policy-based Governance for more than 10 years, early focus in 2011-2013 slowed to a stop as priorities shifted with leadership and ministerial turnover. Some progress was lost. In 2019 Board President Jenny Hobbs made it a priority to streamline and simplify our operations while strengthening our processes that define and document accountability, responsibility, succession planning, and expectations for Staff and leadership, among other processes. In Fall 2020, the Board felt comfortable enough in its growing understanding of governance structure to appoint a task force that could make great strides in documenting the framework that will serve to be the basis for our conversations and modifications this church year - and the proposed vote-to-adopt in 2022.

Q. Can you define Bylaws, Policy, and Procedure? 

A. Bylaws (our current Constitution) The statements enacted by an organization to provide a high-level framework for its operations and management. The basic meaning of our identity and how we act to carry it out. Examples: Our name, our purpose, frequency and purpose of governing meetings, calling a minister, etc.

The formal and purposeful content in this document requires Congregational approval for any changes and updates.

Policy An authoritative statement that identifies the manner in which we’ve agreed to manage or act on a specific issue or circumstance, guiding present and future decisions for repetitive and routine actions. Permission to act without having to ask each instance.

However, Policies, as formulated in PBG, include Limitations - a term we will discuss, among other new terms, this year. Contrary to the belief that this gives anyone - the Minister, Staff, Board, Volunteer leaders - too much power, this actually clarifies what can and cannot be done, and who is accountable and to whom.

Policy approval does not require a Congregational vote, creating a more efficient process to update as circumstances and technology change the way we operate. The Board will discuss and review new or updated policies with the appropriate writers and stakeholders before approving. Policy will be reviewed for accuracy on a rotating three-year basis.

Examples: Board composition, Board duties, Minister duties, Care for People, Financial Resources and Controls, Care for Staff, etc.

Procedure The underlying how-to steps identifying how to carry out the spirit of a policy, program area-related vision, or legal requirement. Rules for a course of action or process, which will be documented in a Procedures manual that is written and managed by the activity's stakeholders (Board, Staff or volunteer leaders).

The Board will discuss and review new or updated procedure with the appropriate writers and stakeholders before approving. Procedure will be reviewed for accuracy on a rotating three-year basis.

Examples: Aligned with the Care for People policy, Safe Congregation procedures details steps to maintain safety and care for members, staff, and visitors. Aligned with Care for Staff policy, the Personnel Manual procedures set employer/employee expectations. Use and Rental procedures allow our Administrator to care for our facilities by managing requests and setting expectations. Non-partisan Requirements procedures outline how to keep the Church in conformity with applicable state and federal regulations for non-profit organizations [501(c)(3)]. Groups procedures define the various types of affinity and support groups, the request process for a new group, and group leadership requirements.

Q. Why did our Constitution need re-writing?

A. Our current Constitution was written to include far more than the requirements of the high level document it should be. In addition to the basic needs of this governing document (legal name, purpose, how meetings are organized, calling/dismissing a minister, dissolution process), our Constitution includes detail that is better suited for a policy or procedural document. With so much detail embedded in the Constitution, changes or updates have been difficult to manage, as they require a Congregational vote. The result has been outdated Articles and Sections and important operational information buried in a high-level document where people would not think to look for it.

Q. Has a lot of information that was in the Constitution been discarded?

A. No, it’s been moved, not discarded. The proposed Bylaws reflect a part of the rearrangement of our governing process information. Appropriately adapted or updated detail will now be found at three levels, in Bylaws, Policy, and Procedure. (We are using the term Bylaws in the trial year to avoid confusion with Constitution. We can discuss what we will call our main governing document during this year.)

The Governance Task Force used various sources to identify how best to write the proposed Bylaws: Illinois state law for non-profits, UUA guidance, several governing documents used by other UU churches, and general information on bylaws found online. 


Q. It seems that Policy hasn't been written and there are no Procedures.

A. We are rearranging, combining, editing, and re-writing. We are adding. We are removing very little. As we split a lot of what had been in the Constitution between the proposed Bylaws and new Policy Manual, we also are revisiting what among our current policies really belongs in Policy or would be better identified as Procedure. This is a process of clarification, simplification, and addition, not subtraction.

Therefore, a lot of newly written Policy is in the draft Policy Manual. It might look different; it's more succinct. Based on the definition of Policy (above), we will follow the "authoritative statement" format as we add and rearrange to craft the Policy Manual. In proposing the new Policy Manual, at no time have we indicated that we are discarding the current policies; those are what we will actually be reviewing and restructuring and recategorizing next year. 

Thus ... there are Procedures! Most of a new draft Procedures Manual consists of what we have been calling "Policy." There are 42 topics that will be delegated to various "owners" of those topics, for review to determine if there is a unique guiding statement that is Policy or if, as currently written to identify tasks and instruction, the topic all will be assigned to Procedure. Much of that rearranging will happen in this new fiscal year.

These topic documents currently exist separately for everyone to see in the Church's Google Drive and also have been combined in a very long document for one-stop convenience. How we handle the Procedures format (separately or in one manual) can be discussed and decided this year.


Q. What is changing as we further adopt Policy-based governance?

A. We are evolving in our processes, not in the overall work we do or programming we offer. The broad definition of Policy-based Governance includes the overall operation of the Church, including governing, programs, and additional areas such as affinity groups, chalice circles, youth groups. Not everything will need to be “governed” by annual goals (such as affinity groups), but all operations in our Church will benefit from clearer processes and points of contact to ensure the purpose and practice of that activity meets the needs of the people it serves.  

Operations: Support for program teams will be from Staff rather than Elected/volunteer Board Trustees and is outlined in the proposed Organizational Chart. Staff will not be doing the work the program teams have always done; Staff* will be supporting those volunteers.  (This already has been happening for many years in areas such as Youth RE, Music, and Pastoral Associates.)  Each staff member has a liaison and leadership role in particular areas of congregational life, and will serve as oversight for the finances of those areas. They will be responsible to ensure we stay within our budget. There will be more and better communication and engagement during planned gatherings with the congregation, seeking input and feedback to guide our priorities that speak to our mission and goals.

* In a few specific cases, there are and will continue to be volunteers working in a capacity with knowledge and expertise that essentially qualifies them as Volunteer Staff. Those people will continue to provide guidance to other volunteer team members and will work closely with paid Staff who will manage tasks when warranted for legal or liability reasons (contract signing and management, for example).

Governing: The documents we use to carry out the work of the Church and to ensure we all are safe, cared for, and satisfied will be adapted and updated to reflect the process we are calling Policy-based governance. Included will be stated and scheduled elements of training and onboarding, goal setting, monitoring, evaluation, reviewing, input and feedback gathering to ensure we are meeting our mission and vision in an efficient and effective manner on an annual and long term basis.

  • Constitution/Bylaws – The proposed Bylaws (in place of our current Constitution this trial year) have been written to include the legal elements required to outline the framework of our non-profit organization, our Church. A Constitution/Bylaws must be approved by Congregational vote. Having detail in a document that could be subject to frequent updating to keep up with necessary changes based on, for example, numbers, timelines, procedure, or technology, has made it difficult to keep our current Constitution accurate.
  • Policy – Following the definition of policy (a statement that identifies the manner in which we’ve agreed to manage or act on a specific issue or circumstance, guiding decisions that do not have to be approved each instance), we have presented a draft Policy Manual that will ultimately provide direction for all of the issues that help us work efficiently, meet our mission, and keep our members safe. While we currently have many policy documents, we have not created them in a consistent manner and they are often more "procedure" than policy. The appropriate parts of them have been or will be incorporated into the Policy Manual, each revised or written to include the appropriate level of information; the additional detail that remains will be found in a new Procedure manual. Policy can be suggested and updated by various groups within the Church and presented to the Board for approval, without the need to call a Congregational meeting. Policies will be reviewed on a rotating three-year schedule to keep them current.
  • Procedure – Additional detail aligned with a policy or as a standalone operational activity will be moved to our new Procedures manual - which exists, in large part, as our current "policy" documents. We're not discarding all of those detailed instructions, just rearranging. Procedural steps and how-to instruction will continue to be reviewed and written by the people – Staff, Volunteer staff, Board, Committees, Teams – who facilitate those tasks and activities. Procedure will be reviewed on a rotating schedule and, if aligned with a Policy, reviewed at the same time as that Policy, to keep it current and accurate.



Q. Will Staff now do all the work of the church? Will Staff now have the power to decide what committees can do, and override what they’ve been doing?

A. No, the Congregation will own the mission and vision of the church. We will put processes in place to better organize and coordinate our goals and priorities that emerge from congregation-wide conversations. Staff (the Minister, DRE, Administrator, Pianist, and later in the new church year, Music Director and Administrative Assistant will help us get there with support that we believe will be aided by the fact that they have the benefit of seeing what happens in our church life and activity on a daily basis.

PBG mostly restructures the business affairs and daily operations of the church. All of the programs and program groups will most likely change very little, unless a group itself decides to change (merge with another group, stop meeting, start an offshoot, etc.).

Policy will help: In addition to stating what can be done, it can also outline limitations (what can't be done) - a definition and concept that we will discuss and already have embedded/will further embed in Policy in this trial year.


Q. Will the Minister have too much power?

A. Again, the Congregation owns the mission and vision of the Church. The Minister is accountable to the Board, setting and acting on goals based on priorities set by the Board and Congregation. However, we do a disservice to the Congregation and the Ministry to view a minister in their spiritual and teaching role only, completely overlooking the fact that our Minister also has been hired as a professional to carry out a substantial administrative/managerial role as the de facto Non-Profit Executive. Ministers - ours, too, even without PBG - have always had this level of responsibility. What is changing is the clarification of policy (including Limitations), and lines of accountability. We are gaining this clarity and accountability with Policy-based Governance. 


Q. The Board’s main role in Policy-based Governance is to act as a fiduciary. What is a fiduciary?

A. A fiduciary is a person or organization – in our case, the Board of Trustees – that acts on behalf of another person or persons, putting the interests of those they represent ahead of their own interests. Our group of elected Church members has a duty to you to preserve good faith and trust with the decisions it makes and activities it embarks on. The elected DuPage UU Church Board of Trustees acts as a fiduciary to understand and facilitate the Congregation’s needs within the scope of our mission, vision, and budget, and is bound by the Constitution and covenant it communicates to the Congregation, to act in the Congregation’s best interests.



Q. In the 2021-22 church year of transitioning to additional Policy-based Governance practices, how will the Board operate in this church year?

A. With the same number of elected Board members in 2021-22 as in recent years, they all will begin to take on the new roles defined in the proposed Policy-based Governance model that will be voted on in June 2022: fiduciary planning and oversight, goal setting and monitoring, policy writing. The four Trustees in 2021-22 all will be "at large." The Pillar duties that Trustees have managed as they have monitored Program responsibilities will move to Staff for programming support and oversight. The Board roles will be:


2021-22 with nine elected roles:


VP (former Admin)

Trustee 1 (former Community)

Trustee 2 (former Spirituality)

Trustee 3 (former Outreach)

Trustee 4 (former Stewardship)





Proposed 2022-23 with seven elected roles:



Trustee 1

Trustee 2

Trustee 3



One Trustee and the Controller will roll off as elected positions. Duty-wise, the extra Trustee position will not be necessary given the Board's new definition and role, and the Controller will continue as an appointed volunteer position.


Q. What is the current status of our Music program? What are future plans?

A. The 2021-22 budget includes a half-time position for a combined Music Director / Choir Director position (to be hired about mid-fiscal year. Our Pianist, Vera Pelin, is an employee of the Church, currently supervised by Rev. Mike, until we hire a Music Director who will then supervise Vera and other, future music-related employees as well as work closely with our volunteer choristers and instrumentalists. We anticipate the opportunity to have Congregation-wide discussions in 2021-22 and beyond with a new interim and then a settled Minister about how best to carry on our vibrant Music history in a way that meets the needs of choristers and instrumental participants of all ages, as well as the music programming needs and desires of the Congregation.


Q. Where does Committee on Ministries (COM) fit into the new structure?

A. The Transition Team is currently fulfilling the COM role of being a confidential sounding board for the interim minister. Also, they are working on the Covenant and Right Relations portion of our transition to a new settled ministry, and intend to make proposals to Governance Task Force for inclusion in the new Policy Manual sometime soon.


The future minister may need an evaluative body (especially if they are still in Preliminary Fellowship), which could be a COM, but could also be a different group created just for that purpose (and not do all the other things previous COMs here have done). There is much history here about COM, and some creates negative memories.    Rev. Mike would be in favor of coming up with something similar but different, with a different name, to help us begin anew. We will discuss with our 2021-22 Interim Minister and also with a new settled Minister.


Q. What will Social Justice look like in the new model?

A. This is an important discussion that will take place with the Congregation and new Minister. There could be a redefinition of Social Justice as an umbrella for many activities and advocacy that maps to existing – or new – Congregational interest, engagement, and support. We will invite discussion around our current efforts with Community Outreach (which has been managing support of our monthly collections for local non-profits), PADS, SMILE, Green Sanctuary, and potential new efforts to help define annual goals and expectations.


Q. How might it have been a different process with Rev. Tom if we had been operating under a Policy-based governance model?

A. A documented role and expectations for the Minister, that we currently do not have, plus a more transparent process of evaluation based on annual goals set by the Board and understood by the Congregation, the Minister and Staff, and other church leaders, would have provided the opportunity to assess and make adjustments as necessary. A clear process can help in giving everyone the facts with which to base their own understanding of and conversation about important issues in our beloved community. 

While the experiences during Rev. Tom’s time here remain different among us and the outcome might not have changed, the processes and emotional impact likely would have been better handled with a better process. This is not in any way a reflection on the work and difficult decisions made by the Board during Rev. Tom’s ministry. The governance process, or lack of clear accountability process on all fronts, was as difficult on the Board and other leaders as it was on the entire Congregation.