Governance Board Policy Manual

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Table of Contents

  1. Strategic Direction
    1. 1.0 Mission
      1. 1.1 Core Values
      2. 1.2 Strategic Initiatives
  2. Governance Process
    1. 2.0 Global Governance Policy
      1. 2.1 Governing Style
      2. 2.2 Board Job Description
      3. 2.3 Agenda Planning
      4. 2.4 Officers of the Board
      5. 2.5 Board Members' Code of Conduct
      6. 2.6 Board Committee Principles
      7. 2.7 Cost of Governance
      8. 2.8 Support of Advisory Councils and Ministry Teams
  3. Senior Pastor Limitations
    1. 3.0 Global Senior Pastor Constraint Policy
      1. 3.1 Treatment of Congregational Constituencies
      2. 3.2 Treatment of Staff and Volunteers
      3. 3.3 Financial Planning/Budgeting
      4. 3.4 Financial Condition and Activities
      5. 3.5 Emergency Succession Planning
      6. 3.6 Asset Protection
      7. 3.7 Employment, Compensation, and Benefits
      8. 3.8 Communication and Support to the Board
  4. Board and Senior Pastor Relationship
    1. 4.0 Global Board and Senior Pastor Relationship Policy
      1. 4.1 Unity of Control
      2. 4.2 Accountability of the Senior Pastor
      3. 4.3 Delegation to the Senior Pastor
      4. 4.4 Monitoring of Senior Pastor Performance

  1. Strategic Direction

    1. To make salvation in Christ known; building personal relationships with Him and one another
    2. 1.0 Mission

    3. 1.1 Core Values

      1. We celebrate and value:

        1. Transformative Preaching of the Word

        2. Biblically Based Worship Through Word & Sacrament

        3. Impactful, Diverse Music Ministries

        4. Excellent, Life-Long Christian Teaching and Learning

        5. Caring Community of Believers Through Active Ministry

    4. 1.2 Strategic Initiatives

      1. We highlight these multi-year themes along with affiliated 12-24 month goals:

        1. Trinity Worships our Lord

          1. Growing worship attendance and participation

          2. Increasing opportunities to gather around God's Word

          3. Members & friends can measure their growth as disciples and stewards

        2. Trinity Seeks to Serve

          1. Implement a robust, all-ministries, team-based volunteer program

          2. Develop partnerships with local organizations for service opportunities

          3. Grow our national and international mission outreach ministry


  2. Governance Process

    1. The purpose of the Governance Board ("the Board"), on behalf of the Congregation, is to see to it that Trinity Evangelical Lutheran Church ("Trinity") (a) achieves mission-aligned results for those within its ministries, as well as the seekers and unfound within its Christ-commanded calling, within the bounds of biblical stewardship (as specified in Strategic Direction policies), and (b) avoids unacceptable actions and situations in the pursuit of its ministries (as prohibited in the Board's Senior Pastor Limitations policies).

    2. 2.0 Global Governance Policy

    3. 2.1 Governing Style

      1. The Board will govern lawfully and faithfully, observing the principles of the Policy Governance model, with an emphasis on (a) outward vision rather than an internal preoccupation, (b) encouragement of diversity in viewpoints, (c) strategic leadership more than administrative detail, (d) clear distinction of Board and Senior Pastor roles, (e) collective rather than individual decisions, (f) future rather than past or present, and (g) proactivity rather than reactivity.

        1. The Board will cultivate a sense of team responsibility. The Board, not the staff, will be responsible for excellence in governing. The Board will be the initiator of policy, not merely a reactor to staff initiatives. The Board will not use the expertise of individual members to substitute for the judgment of the Board. The expertise of individual members, however, may be used to enhance the understanding of the Board as a body.

        2. The Board will direct, control, and inspire the church through the careful establishment of broad written policies reflecting the Board's perspectives on Trinity's mission and values. The Board's major policy focus will be on Trinity's intended long-term goals (i.e. Strategic Direction) outside the staff organization, not on the means (i.e. ministry operations) that are delegated to staff.

        3. The Board will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policy-making principles, respect of roles, and ensuring the continuance of governance capability. Although the Board can change its governance process policies at any time, it will scrupulously observe those currently in force.

        4. Continual board development will include orientation of new board members in the Board's governance process and periodic Board discussion of process improvement.

        5. The Board will allow no officer, individual, or committee of the Board to hinder or be an excuse for not fulfilling group obligations.

        6. The Board will monitor and discuss the Board's process and performance at each meeting. Self-monitoring will include comparison of board activity and discipline to policies in the Governance Process and Board-Pastor parameters categories.

    4. 2.2 Board Job Description

      1. Being an informed agent of the Congregation, the job of the Board is to ensure appropriate churchwide performance. Accordingly, the Board will provide:

        1. Authoritative linkage between the congregation and its ministries.

        2. Written governing policies that realistically address the broadest categories of all church decisions and situations.

          1. Strategic Direction: Church-wide impacts, benefits, outcomes; recipients, beneficiaries, impacted groups; and their relative worth in priority or cost.

          2. Senior Pastor Limitations: Constraints on the Senior Pastor's authority that establish the prudence and Christian boundaries within which all executive activity and decisions must take place.

          3. Governance Process: Specification of how the Board conceives, carries out, and monitors its own task.

          4. Board and Senior Pastor Relationship: How authority is delegated and its proper use monitored; the Senior Pastor role, authority, and accountability.

        3. Assurance of successful church-wide performance on Strategic Direction and Senior Pastor Limitations.

    5. 2.3 Agenda Planning

      1. The cycle will start with the Board's development of its agenda for the next year.

        1. The cycle will conclude each year on the last day of September so that ministry planning and budgeting can be based on accomplishing a one-year segment of the Board's most recent statement of long-term Strategic Direction.

        2. The cycle will start with the Board's development of its agenda for the next year.

          1. Consultations with selected groups in the congregation, or other methods of gaining congregational input, will be determined and arranged in the first quarter, to be held during the balance of the year.

          2. Governance education and education related to Strategic Direction determination (presentations by consultants, demographers, advocacy groups, staff, and so on) will be arranged in the first quarter, to be held during the balance of the year.

          3. A Board member may recommend or request an item for Board discussion by submitting the item to the chairman no later than five days before the Board meeting.

        3. Throughout the year, the Board will attend to consent agenda items as expeditiously as possible.

        4. Senior Pastor monitoring will be on the agenda if reports have been received since the previous meeting, if plans must be made for direct inspection monitoring, or if arrangements for third-party monitoring must be prepared (see Board-Senior Pastor Relationship policies).

        5. Senior Pastor remuneration will be decided during the month of February after a review of monitoring reports received in the last year.

    6. 2.4 Officers of the Board

      1. Officers of the Board shall be: a Chairman and a Vice-Chairman, both of whom shall be male, and a Secretary. These three shall also serve as the Officers of the Congregation.

        1. The Board shall elect its own officers annually at the first meeting after Governance Board elections.

        2. The Chairman, a specially empowered officer of the Board, assures the integrity of the Board's process and, secondarily, occasionally represents the Board to outside parties.

          1. The Chairman is a male Board member shall be eligible to serve as the Chairman only after serving one full year of an elected term immediately preceding officer elections and may not serve for more than two consecutive years.

          2. The assigned result of the Chairman's job is that the Board behaves consistently with its own rules, those of the Congregation, i.e. Constitution and By-laws, and those legitimately imposed upon it from outside Trinity.

            1. Meeting discussion content will be only those issues which, according to Board policy, clearly belong to the Board to decide or to monitor.

            2. Information that is for neither monitoring church performance nor Board decisions will be avoided or minimized and always noted as such.

            3. Deliberation will be fair, open, and thorough, but also timely, orderly, and kept to the point.

          3. The authority of the Chairman consists in taking appropriate actions, which may not be stipulated, but are essential for the thorough management of the Board's work, so long as those actions do not violate Board policies.

            1. The Chairman is empowered to chair Board meetings with all the commonly accepted power of that position, such as ruling and recognizing.

            2. The Chairman has no authority to make decisions about policies created by the Board within Strategic Direction and Senior Pastor Limitation policy categories. Therefore, the Chairman has no authority to supervise or direct the Senior Pastor.

            3. The Chairman has limited authority to interpret and apply Board policy in the Governance Process and Board-Senior Pastor Relationship policy categories, however,

            4. The Chairman may represent the Board to outside parties in announcing Board-stated positions and in stating Chairman decisions and interpretations within the area delegated to that role.

            5. The Chairman may delegate this authority, but remains accountable for its use.

          4. The Chairman presides at all meetings of the Congregation and coordinates with the Senior Pastor to establish the agenda for such meetings.

      2. The Vice-Chairman is an officer of the Board whose purposes are to:

        1. A male Board member shall be eligible to serve as the Vice-Chairman only after serving one full year of an elected term immediately preceding officer elections and may not serve for more than two consecutive years.

        2. Preside at all meetings of the Board and the Congregation when the Chairman is absent or when requested to do so by the Chairman of the Board.

        3. Serve as Chairman of the Board Nominating Committee.

        4. Act on behalf of the Chairman if he is unable to perform his specially assigned responsibilities.

      3. The Board Secretary is an officer of the Board whose purpose is to ensure the integrity of the Board's documents.

        1. The assigned result of the Secretary's job is to see to it that all Board documents and filings are accurate and timely and to ensure that:

          1. Policies are current in their reflection of Board decisions.

          2. Policies rigorously follow Policy Governance principles.

          3. Constitution and Bylaws elements necessary for legal compliance and for consistency with the principles of Policy Governance are known to the Board.

          4. Requirements for format, brevity, and accuracy of Board minutes are known to the Chairman.

        2. The authority of the Secretary is access to and control over official Board and Congregational documents. The use of staff time will not be detrimental or onerous to ministry operations.

        3. Conduct all official correspondence of the Board and the Congregation.

        4. Be thoroughly familiar with the Congregation's Constitution and By-laws and serve as the primary resource to the Board and the Congregation for questions concerning the same.

    7. 2.5 Board Members' Code of Conduct

      1. The Board commits itself and its members to Christian, professional, and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members.

        1. Board members must have loyalty to the congregation's membership, unconflicted by loyalties to staff, other organizations, and any personal interest as a member of Trinity.

        2. Board members must avoid conflict of interest with respect to their fiduciary responsibility.

          1. There will be no self-dealing or business by a member of the Board with the church. Board members will annually, or within 60 days of knowing of a potential conflict, disclose their involvements with other organizations, with vendors, or any associations that might be or might reasonably be seen as being a conflict.

          2. When the Board is to decide upon an issue about which a member has an unavoidable conflict of interest, that member shall withdraw without comment not only from the vote but also from the deliberation.

          3. Board members will not use their Board position to obtain employment in the church for themselves, family members, or close associates. A Board member who applies for employment must first resign from the Board.

          4. Further: A Board member who has a family member hired while serving on the board must resign from the Governance Board immediately.

        3. Board members may not attempt to exercise individual authority over the church.

          1. Board members' interaction with the Senior Pastor or with staff must recognize the lack of authority vested in individuals except when explicitly board authorized.

          2. Board members' interaction with public, press, or other entities must recognize the same limitation and the inability of any Board member to speak for the Board except to repeat explicitly stated Board decisions.

          3. Board members will not express individual judgments of performance of employees or the Senior Pastor except for participation in Board deliberation about whether the Senior Pastor has achieved any reasonable interpretation of board policy.

        4. Board members will respect the confidentiality appropriate to issues of a sensitive nature.

        5. Board members will be properly prepared for Board deliberation.

        6. Board members will support the legitimacy and authority of the final determination of the Board on any matter, irrespective of the Board member's personal position on the issue.

        7. In addition to their governance responsibilities, Board members will contribute their time, talents and treasure to the ministry operations of the church based upon Biblical principles of Christian stewardship.

    8. 2.6 Board Committee Principles

      1. Board committees, when used, will be assigned to assist the Board in performing its job and so as never to interfere with delegation from Board to Senior Pastor.

        1. Board committees are to help the Board do its job, not to help or advise the staff. Teams ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. In keeping with the Board's broader focus, Board teams will normally not have direct dealings with current ministry operations.

        2. Board committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the Senior Pastor.

        3. Board committees cannot exercise authority over staff. The Senior Pastor works for the full Board, and will therefore not be required to obtain approval of a Board committee before a ministry or programmatic action.

        4. Board committees are to avoid overidentification with church programs or ministries rather than the whole church. Therefore, a Board committee that has helped the Board create policy on some topic will not be used to monitor church performance on that same ministry or program.

        5. Committees will be used sparingly and ordinarily in an ad hoc capacity.

        6. This policy applies to any group that is formed by Board action, whether or not it is called a committee and regardless of whether the group includes Board members. It does not apply to teams formed under the direct or indirect authority of the Senior Pastor.

    9. 2.7 Cost of Governance

      1. Acknowledging that poor governance costs more than learning to govern well, and to ensure excellence, the Board will invest in its governance capabilities.

        1. Board skills, methods, and supports will be sufficient to ensure governing with excellence.

          1. Training and retraining will be used liberally to orient new Board members and those identified by the Board for future membership, as well as to maintain and increase existing Board members' governance skills and understandings.

          2. Outside monitoring assistance will be arranged so that the Board can exercise confident control over church performance. This includes, but is not limited to, financial audit.

          3. Outreach mechanisms will be used as needed to ensure the Board's ability to listen to congregational members' viewpoints and values.

        2. Costs will be prudently incurred, though not at the expense of endangering the development and maintenance of superior governance capability. Annual costs shall not exceed $12,500, in total, to cover, as necessary:

          1. Training, including attendance at conferences and workshops.

          2. Audit and other third-party monitoring of organizational performance

          3. Surveys, focus groups, opinion analyses, and meeting costs.

        3. The board will establish its cost of governance budget for the next fiscal year during the month of October.

    10. 2.8 Support of Advisory Councils and Ministry Teams

      1. Acknowledging that the congregation's participation in Trinity's ministry operations is critical if the church is to carry out its Strategic Direction and the Great Commission (Matthew 28:16-20), the Board will support the Senior Pastor and staff in the creation, utilization, and appreciation of Advisory Councils and Ministry Teams.

        1. Each Advisory Council will be comprised of no more and no less than seven church members.

        2. Except for the Advisory Council of Elders, such councils will be established and supported by the Senior Pastor and his Senior Leadership Team in accordance with applicable Senior Pastor Limitations policy.

        3. Advisory Councils will only provide advice and expertise. No Advisory Council has decision-making authority.

        4. The Advisory Council of Elders will function under the following parameters:

          1. The Advisory Council of Elders will be comprised only of male members of the congregation.

          2. Four members will be appointed by the Governance Board and three by the Senior Pastor.

          3. Each member serves a one year term that may be repeated without limit at the discretion of the entity making the initial appointment.

          4. Members' terms will run from July 1 to June 30.

        5. The Board recognizes Ministry Teams as the lifeblood of the church's ministry and expects that they are used and supported liberally.

        6. The Board further recognizes that Ministry Teams are a structure to support church members' biblical stewardship as members offer their time and talents in service of the Kingdom.

        7. Staff will always align their utilization of Ministry Teams with their contributions to achieving Trinity's Strategic Direction.


  3. Senior Pastor Limitations

    1. 3.0 Global Senior Pastor Constraint Policy

    2. The Senior Pastor shall not cause or allow any church practice, activity, decision, or circumstance that is either unlawful, imprudent, or in violation of Christian, and more specifically Lutheran, tenets, ethics, and practice (Galatians 5:19-21).

    3. 3.1 Treatment of Congregational Constituencies

      1. With respect to interactions with members, visitors, or friends of Trinity and those Trinity seeks for Christ, the Senior Pastor shall not cause or allow conditions, procedures, or decisions that are unChristian, unsafe, untimely, undignified, or uninviting.
      2. The Senior Pastor will not

        1. Elicit information for which there is no clear necessity.

        2. Use methods of collecting, reviewing, transmitting, or storing constituent information that fail to protect against improper access to the material.

        3. Fail to operate facilities with appropriate accessibility and privacy.

        4. Fail to establish with constituents a clear understanding of what may be expected and what may not be expected from the church's ministries.

        5. Fail to inform constituents of this policy, or to provide a way to be heard for persons who believe they have not been accorded a reasonable interpretation of their protections under this policy.

    4. 3.2 Treatment of Staff and Volunteers

      1. With respect to the treatment of paid staff and ministry volunteers, the Senior Pastor shall not cause or allow conditions that are unfair, undignified, disorganized, or unclear.
      2. The Senior Pastor will not

        1. Operate without written personnel rules, i.e. an Employee Handbook, that:

          1. clarify rules for staff

          2. provide for effective handling of grievances

          3. protect against wrongful conditions, such as nepotism, violation of employee privacy, and grossly preferential treatment for personal reasons.

        2. Retaliate against any staff member for nondisruptive expression of dissent.

        3. Fail to acquaint staff with the Senior Pastor's interpretation of their protections under this policy.

        4. Allow staff to be unprepared to deal with emergency situations, i.e. not have an Emergency Management Plan.

        5. Fail to lead the ministry operations without establishing a Senior Leadership Team which shall include, but may not be limited to, the associate pastor(s), the Christian Day School's principal, and whichever role is chiefly responsible for the ministry operations' business and facilities activities.

        6. Fail to work with the Governance Board to establish an Advisory Council of Elders in support of the Senior Pastor's execution of his public ministry.

        7. Fail to ensure each member of his Senior Leadership Team is supported by an Advisory Council composed of four church members (serving one year terms; July 1 - June 30) of the Senior Pastor's choosing and three church members (serving one year terms; July 1 - June 30) chosen by said member of the Senior Leadership Team.

        8. Allow Advisory Council activity to be confused with or supplant Congregational authority or Governance Board authority.

        9. Fail to encourage and support the creation, utilization, appreciation, and, when appropriate, repurposing of Ministry Teams that are led by any paid staff member.

        10. Fail to enlist necessary resources and counsel from the senior leadership team, appropriate advisory council, ministry team, and/or professional expertise as needed.

    5. 3.3 Financial Planning/Budgeting

      1. The Senior Pastor shall not cause or allow financial planning for any fiscal year, e.g., the Fiscal Year Budget, or the remaining part of any fiscal year to deviate materially from the Board's stated Strategic Direction priorities, risk financial jeopardy, or fail to be derived from a multiyear plan.
      2. The Senior Pastor will not allow budgeting to

        1. Risk incurring those situations or conditions described as unacceptable in the board policy "Financial Condition and Activities."

        2. Omit credible projection of revenues and expenses, separation of capital and operational items, cash flow, and disclosure of planning assumptions.

        3. Result in any fiscal year budget presented to the Board that is not balanced.

        4. Provide less for Board prerogatives during the year than is set forth in the Cost of Governance policy.

    6. 3.4 Financial Condition and Activities

      1. With respect to the actual, ongoing financial condition and activities, the Senior Pastor shall not cause or allow the development of financial jeopardy or material deviation of actual expenditures from Board priorities established in Strategic Direction policies.
      2. The Senior Pastor will not

        1. Expend more funds than have been received in the fiscal year to date unless the Board's debt guideline (below) is met.

        2. Incur debt in an amount greater than can be repaid by certain and otherwise unencumbered revenues within ninety days.

        3. Use any-long term reserves.

        4. Expend, or make plans to expend, identified or real positive budget variances in excess of $25,000 without Board approval.

        5. Conduct interfund shifting in amounts greater than can be restored to a condition of discrete fund (e.g. Memorial Fund) balances by certain and otherwise unencumbered revenues within thirty days.

        6. Fail to settle payroll and debts in a timely manner.

        7. Allow tax payments or other government ordered payments or filings to be overdue or inaccurately filed.

        8. Make a single purchase or commitment of greater than $25,000 without Board approval. Splitting orders to avoid this limit is not acceptable.

        9. Acquire, encumber, or dispose of real estate without Constitutional adherence.

        10. Fail to aggressively pursue receivables after a reasonable grace period.

    7. 3.5 Emergency Succession Planning

      1. In order to protect the Congregation and Board from a sudden loss of leadership of ministry operations, the Senior Pastor shall not operate without a written emergency succession plan in which there are no fewer than two other senior staff sufficiently familiar with Board and Senior Pastor issues and processes to enable either to take over with reasonable proficiency as an interim ministry operations leader.

    8. 3.6 Asset Protection

      1. The Senior Pastor shall not cause or allow church assets to be unprotected, inadequately maintained, or unnecessarily risked.
      2. The Senior Pastor will not

        1. Fail to insure adequately against theft and casualty, as well as against liability losses to Board members, staff, and the organization itself.

        2. Allow unbonded personnel access to material amounts of funds.

        3. Subject facilities and equipment to improper wear and tear or insufficient maintenance.

        4. Unnecessarily expose the organization, its Board, or staff to claims of liability.

        5. Make any purchase:

          1. wherein normally prudent protection has not been given against conflict of interest;

          2. of more than $5,000 without having obtained comparative prices and quality;

          3. Allow any employee to lose benefits already accrued from any foregoing plan.

          4. of more than $10,000 without a stringent method of assuring the balance of long-term quality and cost. Orders shall not be split to avoid these criteria.

        6. Fail to protect intellectual property, information, and files from loss or significant damage.

        7. Receive, process, or disburse funds under controls that are insufficient to meet the Board-appointed auditor's standards.

        8. Compromise the independence of the Board's audit or other external monitoring or advice, such as by engaging parties already chosen by the Board as consultants or advisers.

        9. Invest or hold operating capital in insecure instruments, including uninsured checking accounts and bonds of less than AA rating at any time, or in non-interest-bearing accounts except where necessary to facilitate ease in operational transactions.

        10. Endanger the church's public image, credibility, or its ability to accomplish the church's Strategic Direction.

        11. Change or substantially alter the church's identity in the community.

        12. Create or purchase any subsidiary corporation unless: (a) more than 80 percent is owned by this organization; (b) initial capitalization by this organization is less than $25,000 or 10% percent of the reserve fund(s); (c) no staff member has an ownership interest; and (d) there is no reasonable chance of resultant damage to the reputation of the church.

        13. Fail to establish authorized signatories for contracts and payments.

    9. 3.7 Employment, Compensation, and Benefits

      1. With respect to employment, compensation, and benefits to employees, consultants, contract workers, and volunteers, the Senior Pastor shall not cause or allow jeopardy to the church's doctrinal or financial integrity and, when not in conflict with the church's integrity, its public image.
      2. The Senior Pastor will not

        1. Change the Senior Pastor's own compensation and benefits, except as those benefits are consistent with a package for all other employees.

        2. Promise or imply permanent or guaranteed employment.

        3. Recruit or select Trinity employees without doing so using a Board approved Recruitment and Selection Process as part of Trinity's Ministry Operations Policies & Procedures Manual or other appropriate guidelines document, e.g. Employee Handbook.

        4. Establish current compensation and benefits that deviate materially from the geographic or professional market for the skills employed in a church setting.

        5. Create obligations over a longer term than revenues can be safely projected and in all events subject to losses in revenue.

        6. Establish or change pension benefits so as to cause unpredictable or inequitable situations, including those that:

          1. Incur unfunded liabilities.

          2. Provide less than some basic level of benefits to all full-time employees, though differential benefits to encourage longevity are not prohibited.

          3. Allow any employee to lose benefits already accrued from any foregoing plan.

          4. Treat the Senior Pastor differently from other key employees.

    10. 3.8 Communication and Support to the Board

      1. The Senior Pastor shall not cause or allow the Board to be uninformed or unsupported in its work.
      2. The Senior Pastor will not

        1. Neglect to submit monitoring data required by the Board in Board and Senior Pastor Relationship policy "Monitoring Senior Pastor Performance" in a timely, accurate, and understandable fashion. Said monitoring data will directly address provisions of Board policies being monitored, and include Senior Pastor interpretations consistent with Board and Senior Pastor Relationship policy "Delegation to the Senior Pastor," as well as relevant data.

        2. Allow the board to be unaware of any actual or anticipated noncompliance with any Strategic Direction or Senior Pastor Limitations policy of the Board regardless of the Board's monitoring schedule.

        3. Allow the Board to be without decision information required periodically by the Board or let the Board be unaware of relevant trends.

        4. Let the Board be unaware of any significant incidental information it requires including anticipated media coverage, threatened or pending lawsuits, and material internal and external changes.

        5. Allow the Board to be unaware that, in the Senior Pastor's opinion, the Board is not in compliance with its own policies on Governance Process and Board and Senior Pastor Relationship, particularly in the case of board behavior that is detrimental to the work relationship between the Board and the Senior Pastor.

        6. Present information in unnecessarily complex or lengthy form or in a form that fails to differentiate among information of three types: monitoring, decision preparation, and other.

        7. Allow the Board to be without a workable mechanism for official Board, Officer, or Committee communications.

        8. Deal with the Board in a way that favors or privileges certain Board members over others, except when

          1. fulfilling individual requests for information

          2. responding to Officers or Committees duly charged by the Board.

        9. Fail to submit to the Board a consent agenda containing items delegated to the Senior Pastor yet required by law, Constitution & By-Laws, regulation, contract, or policy to be Board-approved, along with applicable monitoring information.


  4. Board and Senior Pastor Relationship

    1. 4.0 Global Board and Senior Pastor Relationship Policy

    2. The Governance Board's sole official connection to the ministry operations of the church, its achievements, and conduct will be through the Senior Pastor.

    3. 4.1 Unity of Control

      1. Only officially passed motions of the Board are binding on the Senior Pastor.

        1. Decisions or instructions of individual Board members, Officers, or committees are not binding on the Senior Pastor except in rare instances when the Board has specifically authorized such exercise of authority.

        2. In the case of Board members or committees requesting information or assistance without Board authorization, the Senior Pastor can refuse such requests that require, in the Senior Pastor's opinion, a material amount of staff time or funds, or are disruptive.

    4. 4.2 Accountability of the Senior Pastor

      1. The Senior Pastor is the Board's only link to Trinity's ministry operations, achievement, and conduct, so that all authority and accountability of staff, as far as the Board is concerned, is considered the authority and accountability of the Senior Pastor.

        1. The Board will never give instructions to persons who report directly or indirectly to the Senior Pastor.

        2. The Board will not evaluate, either formally or informally, any staff other than the Senior Pastor.

        3. The Board will view Senior Pastor performance as identical to church performance and doctrinal subscription, so that church accomplishment of Board-stated Ends (i.e., Strategic Direction), avoidance of Board-proscribed means (i.e., Senior Pastor Limitations), and adherence to Lutheran Church-Missouri Synod doctrine and best practice will be viewed as successful Senior Pastor performance.

    5. 4.3 Delegation to the Senior Pastor

      1. The Board will instruct the Senior Pastor through written policies that prescribe Trinity's Strategic Direction to be achieved, and proscribe organizational situations and actions to be avoided, allowing the Senior Pastor to use any reasonable interpretation of these policies.

        1. The Board will develop policies instructing the Senior Pastor to achieve specified results, for specific constituents, at a specified cost. These policies will be developed systematically from the broadest, most general level to more defined levels, and will be called Strategic Direction policies. All issues that are not ends issues as defined here are means issues.

        2. The Board will develop policies that limit the latitude the Senior Pastor may exercise in choosing the organizational means. These limiting policies will describe those practices, activities, decisions, and circumstances that would be unacceptable to the Board even if they were to be effective. Policies will be developed systematically from the broadest, most general level to more defined levels, and they will be called Senior Pastor Limitations policies. The Board will never prescribe organizational means delegated to the Senior Pastor.

        3. Below the global level, a single limitation at any given level does not limit the scope of any preceding level.

        4. Below the global level, the aggregate of limitations on any given level may embrace the scope of the preceding level, but only if justified by the Senior Pastor to the Board's satisfaction.

    6. 4.4 Monitoring of Senior Pastor Performance

      1. Systematic and rigorous monitoring of Senior Pastor job performance will be solely against the only expected Senior Pastor results and responsibilities: adherence to doctrine and best practice of the Lutheran Church-Missouri Synod, organizational accomplishment of Board policies on Strategic Direction, and organizational operation within the boundaries established in Board policies on Senior Pastor Limitations.

        1. Monitoring is simply to determine the degree to which Board policies are being met. Information that does not do this will not be considered to be monitoring information.

        2. The Board will acquire monitoring information by one or more of three methods:

          1. By internal report, in which the Senior Pastor discloses interpretations and compliance information to the Board.

          2. By external report, in which an external, disinterested third party (e.g. an auditor) selected by the Board assesses compliance with Board policies.

          3. By direct Board inspection, in which a designated member or members of the Board assess compliance with the appropriate policy criteria.

        3. In every case, the Board will judge

          1. the reasonableness of the Senior Pastor's interpretation

          2. whether data demonstrate accomplishment of the interpretation.

        4. The standard for compliance shall be any reasonable Senior Pastor interpretation of the Board policy being monitored. The Board is final arbiter of reasonableness, but will always judge with a "reasonable person" test rather than with interpretations favored by Board members or by the Board as a whole.

        5. All policies that instruct the Senior Pastor will be monitored at a frequency and by a method chosen by the Board. The Board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule:

        6. Policy Method Frequency Month
          Strategic Direction Internal Annually February
          Global Senior Pastor Constraint Internal Annually March
          Treatment of Congregational Constituencies Internal Annually May
          Treatment of Staff & Volunteers Internal Annually May
          Financial Condition & Activities Internal Quartery January/April/July/October
          Financial Condition & Activities External Annually September
          Financial Planning/Budgeting Internal Quarterly February/April/August/November
          Emergency CEO Succession Internal Annually October
          Asset Protection Internal Annually November
          Employment, Compensation, and Benefits Internal Annually November
          Employment, Compensation, and Benefits External Bi-annually September (odd no. years)
          Communication & Support Direct Inspection Annually July