The East District Board has been diligently working away at forming it’s 2.0 structure and to that end they’ve posted a draft policies and procedures document to their website. This document is excruciatingly detailed in it’s guidelines – which is great if you want to standardize the major aspects of how an organization is run, but dry as all get-out for anyone else.
I’ve scanned the document for the interesting bits that discuss ED 2.0’s new purpose, the high level expectations for Officers and Directors, and a short comment on the expense policy.
Aren’t you glad I’m here to take one for the team and save you the time of reading stuff like this yourself? 🙂
Here’s the header of the page:
2019 East District Corporation – POLICY & PROCEDURES MANUAL – Draft
A DRAFT East District Corporation Policy and Procedure Manual has been posted for the information of delegates and other interested persons. This manual revises the current Manual taking into account the structure change taking effect on January 1, 2019. It also shows how some items, previously in the regulations that accompanied bylaw 2015 have been moved to the draft Manual. It contains suggested wording for the duties of the proposed audit committee and the CEF committee under the new structure. Where indicated, some sections under review have not been included. The Board of Directors of the East District Corporation to be elected at the upcoming district convention will have to review this document, make changes, additions, etc. and then approve the document.
Until the end of the year, the current Manual, which is also linked below, will continue to be used.
And now we’ll get into the more interesting bits:
1. STATEMENT OF PURPOSE OF THE EAST DISTRICT CORPORATION
1.1 The purpose of the Corporation as defined in the Articles of Incorporation. The purpose of the corporation is to continue to unite in a corporate body the members of Lutheran Church–Canada located in the provinces of Ontario, Quebec and the Atlantic provinces of Canada, and to take over the assets and to carry on the work and undertaking of a voluntary religious organization which has existed heretofore under the name of the Ontario District of The Lutheran Church–Missouri Synod, a duly registered Canadian charity, and in particular:
(a) To advance moneys to congregations or mission stations which are or may be admitted to membership in the Corporation; and
(b) To build, found and establish churches and other institutions.
1.2 The purpose of the Corporation as more particularly defined in the corporate Bylaws under duties of the board
A. Oversee the operation of the Church Extension Fund (CEF), including authorizing loans to congregations and other East District entities.
B. In consultation with and on the request of Synod, provide grants to sustain mission work of the Synod, as funds allow.
C. Oversee the properties and other assets of the Corporation
D. Establish and approve the terms of a Memorandum of Understanding (MoU) with Synod in order to be recognized as a Listed Service Organization (LSO).
E. Hire and/or dismiss staff as may be required for the operation of the Corporation.
Here’s the standard of conduct the directors and officers are expected to adhere to:
8. CHRISTIAN, FIDUCIARY AND LEGAL DUTIES AND RESPONSIBILITIES OF DIRECTORS AND OFFICERS
To outline the general Christian, fiduciary and legal responsibilities of Directors and Officers of the corporation.
The duties and responsibilities of you who serve on the Board of Directors and as Officers of the East District Corporation are outlined in the Bylaws and the Policy Manual. It is your duty to be familiar with these duties and responsibilities.
As Lutheran Christians, you also have a responsibility to carry out those duties and responsibilities in a God-pleasing way. Forefront in your actions as representatives of the East District Corporation and in the decisions you take should be the desire to minister to people with care, and to join in the sustaining of one another and of others through the “mutual conversation and consolation of the brethren.” (Martin Luther). Our gracious God gives to each of us as individuals various gifts to meet diverse needs: “To each is given the manifestation of the Spirit for the common good.” (I Corinthians 12:7). In giving us also an example to follow, on the night in which He was betrayed and prior to going to die on the cross for our sins, our Lord Jesus girded Himself with towel and took a basin of water to wash the feet of His disciples, saying to them: “A new commandment I give unto you that you love one another, even as I have loved you.” (John 13:34).
Keeping the above in mind, you are also enjoined to comply and adhere to the following
fiduciary and legal responsibilities as laid down in civil law:
- Boards of Directors exist to oversee all aspects of an organization’s operations with the intention of maximizing the value of the corporation or its goals.
- Directors and Officers are required to exercise at least the level of care, diligence and skill that a reasonably prudent person would exercise while acting honestly in good faith and in the best interests of the corporation.
- In carrying out these goals, Directors and Officers must legally maintain the ideals of:
- Obedience – to the terms of the organization’s Bylaws and articles, as well as the applicable statutes
- Loyalty – to the best interests of the corporation and its members
- Diligence – to act with the care that a reasonable and prudent person in similar circumstances would exercise when in a similar situation.
In addition, the Business Judgement Rule requires that Directors and Officers act on an informed basis, in good faith and in the best interests of the organization. The breach, or alleged breach, of any of these principles, if it leads to financial loss for any of the stakeholders, could be grounds for an action for damages. Liability can rest with an individual board member, or the entire board, as a consequence of a Director’s action or inaction.
Directors of charitable corporations are subject to a fiduciary duty to act as a quasi trustee of the charitable assets of the corporation. This fiduciary duty is an obligation to act honestly, in good faith and in the best interests of the corporation which precludes the director from acting in a self-serving manner. They must avoid and declare any conflicts of interest, or anything that would give a director the appearance of a personal benefit.
Exercising due diligence includes, but is not limited to, attending board meetings, supervising operations, monitoring compliance with corporate objects, and ensuring board resolutions are adopted by informed decisions of the directors. Federal and Provincial statutes impose specific offenses and penalties for acts and omissions committed by directors and de facto directors of corporations. Directors and Officers are required to comply with the Canada Not-For-Profit Corporations Act and its regulations.
While holiness of life and obedience to Christ are expected of Directors and Officers, it is especially important that you show yourselves, by word and example, to be faithful to Him in service and Christian devotion. You are expected to carry out your duties, trusting in the Lord, and conforming yourselves to His Word in accordance with the faith of the Evangelical Lutheran Church.
Policies like this are great – as long as they are followed and enforced. Where ABC District fell down is only giving lip service to their policy. Ideally ED will stay on the straight and narrow as they have in the past.
Then there’s the expense policy:
4. EXPENSE CLAIMS
4.3.4 Guidelines for Claiming Mileage
22.214.171.124 Staff, board members and volunteers are eligible to be reimbursed for distance traveled for corporation business with their personal vehicle at a rate specified in the Travel Guidelines for that year. (NOTE: THIS NEEDS REVIEW TO DETERMINE IF SYNODICAL TRAVEL GUIDELINES WILL BE USED)
Given that East District 2.0 will be an LSO instead of a Synodical entity Synod has no authority over it and ED 2.0 is free to use whatever legal rate it feels is appropriate.
4.3.5 Guidelines for Claiming Meals (THIS SECTION NEEDS REVIEW AS MEAL COSTS MAY NO LONGER BE UP-TO-DATE)
I agree – these costs aren’t up to date – particularly if a person travels to a major city.
126.96.36.199 Although staff, board members and volunteers will be reimbursed for the actual cost of meals verified to receipts, the following guidelines should be used to determine the reasonability of meal expenditures:
Breakfast $ 7.50
Lunch $ 10.00
Dinner $ 20.00
Daily $ 37.50
There’s a difference between being frugal and being a scrooge. The remuneration rates in this schedule are roughly what you’d pay at a fast-food place like McDonalds. Maybe. A burger, fries, and a coke can easily run more than $10. A dinner meal with ice water could be found for less than $20. Add a pop and dessert and you’re almost certainly over $20.
If you’re sending someone to work away from their home the very least can do is make them comfortable when they’re away.