How to Run a Council

Workshop

Terry B. Wilson, Chair

Western Region

Society of St. Vincent de Paul

National Meeting 2004

Hyatt Regency Hotel

Phoenix, Arizona

September 11, 2004

How to Run a Council

Workshop

These following comments are not all inclusive or complete. They are the essence ofwhat has been observed over a five year period in many Councils. They were selected because the situations they created resulted in extra effort and expense that could have been avoided. These situations, large and small,are all distractions to our real purposes and are offered to stimulate thought and action in your own Council where appropriate.Thisoperationalinformation was learned from over 100Council and Conference visits and 15 meetings with Bishops in the last five years.

The goal of Council operation is to have the “business” part of our workoperate so well that we spend the maximum time possible in pursuit of our missions’ of spiritual growth, fellowship and support of each Vincentian’s Spiritual journey and service to Christ’s poor.

Although the new By-Laws and United States Rule are still to be finalized most but not all of the thoughts that involve them have been adjusted to the current draft versions.

When speaking of an action body, Council in this document means either the Conference Presidents in a District Council or the District Presidents in a (Arch)diocesan Council.

Structure:

  • Each District or (Arch)diocesan Council should have its own 501c3 Tax ID number and file a 990 Tax Return form annually as required.1. Some Councils use the Diocese ID number, some use the Diocese’s ID number through the parish and some do not have one at all. 2. If the Council has absolutely no business activity and receives less than $25,000 a year in income, it probably doesn’t need one. 3. If the Bishop’s Tax ID is used, he has a right and a duty to oversee the financial part of our work as he is reporting it to the IRS. In some cases, he will have his signature on the checking account. 4. Inat least one instance, the Conference check book was turned over to the Pastor and excess funds sent to the Diocese. The new and only signers were the Pastor, his secretary and the Bishop. The Council of Bishops have decided they want us to have our own 501c3 number.
  • By-Laws should be up to date, meet state law and be within the guideline Rule of the Society. The new “final draft” is available now. The final edition of the By-Laws will be voted on at our Midyear Business Meeting in St. Louis next April.
  • Council and Board structure should be as recommended in Society By-Laws.
  • Council and Board members needtraining on their responsibilities and personal liabilities on an annual basis. Check with an attorney in your state to be sure it meets your state laws. Better yet, ask alocal attorney to address your Board on its legal responsibilities. Insurance will not cover certain personal actions.
  • The Council sets the policy and the paid professional employees carry out the day to day work. The Council decides what is to be done, the Executive Director decides how and by whom it is to be done. The Council does not make management decisions. The Council makes policy decisions that define results expected and parameters that can not be violated. They then match the performance of the Executive Director to the results the Council expected.For more information research the Carver Method of Management.
  • The Council should have finalresponsibility for hiring and oversight of a professional manager usually known as Executive Director. No one person, President, Executive Committee or small group should manage the Executive Director. 1. You can designate the President, Board or Executive Committee to act as a communication conduit to the Council. 2. They should not give any significant policy directives to the Executive Director. That should be done by the Council. 3. Select your Executive Director for her/his ability to manage the business of the Society with our Vincentian missions and principles in mind. (This does not match the By-Laws draft.)
  • When the number of conferences in a District Council exceed 10 or 12 a new District Council should be formed. 1. A District Council requires 3 Conferences before it can be instituted. 2. When Councils become too big, the Conferences lose their voice and stop participating. 3. Once you pass the magic point in time to establish another District Council it becomes increasingly more difficult because of problems of splitting assets, special works and leadreship.
  • Committee structure should mirror the National committee structure. Additional committees can be formed. The committees below are critical to Council success.
  • Every Council should have a Spirituality Committee
  • Every Council should have a Conference Resource and Concerns Committee
  • Every Council should have a Training and Formation Committee.1. Committees are advisory and a resource to help the management that doesn’t have time or expertise to research operational ideas. 2. When there is a difference of opinion between staff and Vicentians, the Vincentian’s access to a decision is to the Council or Board through a Council Liaison and the staff’s access to the Council or Board is through the Executive Director. The Council makes all final decisions in case of conflict. It is preferable that the Committee Chair is not a Board member. This increases Vincentian participation. No Vincentian should be a member of multiple committees. If a group of Vincentians are all on a number of committees together it creates a “Board” behind the Board as they can control the committee recommendations to the Board.

Officers:

  • Officers are servant leaders and should strive to put the good of the Society, Conferences, Vincentians, poor and benefactors above their own. True servant leadership is a sacrifice given to God for the blessing of being able to help in service to his poor. What greater role model than Jesus. “And he that will be first among you shall by your servant. Even as the son of man is not come to be ministered unto, but to minister, and to give his life as redemption for many.” Matthew 20: 27-28
  • Officers should seek out knowledge of responsibilities from training resources and guidance from the Society. We have a video on Leadership Roles and Responsibilities that each Council received. There is new Trustee orientation at each National meeting. There are many aids in the training and formation directory. Trustees, former Presidents, Regional Chairs and National staff can direct you to help on specific areas of knowledge.
  • Officers need to recognize their limitations of knowledge and experience. Unless they have similar leadership and business background it is difficult to step into the position that is controlled by complex issues in all areas. 1. Our leaders are chosen because they are wonderful spiritual Vincentians willing to take on the responsibility of being a Council President. 2. Some of them have not had knowledge, training or experience to operate the complex business side of our Society. 3. They do the best they can. 4. One new Council President said I don’t know anything about a budget for a business. I haven’t ever made a written budget for my own family. 5. He recognized his weakness and asked for help. The real problemsare: we don’t know that we don’t know and we ask for help too late.
  • With the recognition of limitations, experts in the required fields of knowledge should be sought. Some of the areas are budgeting, taxes, EEOC, hiring, labor laws, accounting, insurance, legal matters of all kinds, personnel policies, pay scales and many others.
  • Good Vincentian leaders try very hard to build consensus before acting on significant issues. A cardinal rule of all business and even in life is, NO SURPRISES. Tell the facts as early as possible to those involved before the crisis decision time arrives.
  • No Lone Rangers allowed. An election should not turn over the management of the entire Council to the new President.
  • No absentee Presidents allowed. If you accept the position of responsibility, you owe it to the Council and the Society to be actively involved locally and at required meetings in the Region and at the National level. If you don’t want the entire responsibility don’t just accept a couple of areas that you like.
  • One of our primary responsibilities as leaders of a Council is to leave the Council in as good or better condition when our term is up as it was when we became the leader. There is much more work to be done long after we are gone. We must do our share to be sure our Council is there to do it.

Employees:

  • The Executive Director is hired by and reports directly to the Board. His/her hiring should be confirmed by the Council. 1. A communication channel through the President or Executive Committee for routine operational information is acceptable. 2. This is a channel of communication, not a barrier or a filter. (This varies with the current draft of the By-Laws.)
  • The Executive Director is the only employee of the Council and Board. All direction and correction of the other employees is accomplished through her/him. If the results are not satisfactory to the Council or Board, make the correction at the Executive Director level. No adjustment of our business with long handled screw drivers. In other words, no direction by a well meaning Council or Board member to a member of the staff. Just because they are on the Council or Board does not give them the authority to manage staff. All direction to staff comes from the Executive Director.
  • All employment practices such as hiring, managing, grievance procedures and terminations and etc. are clearly written in a Personnel manual. 1. Job descriptions and pay scales by position are also very desirable. 2. So often in all non profits, termination of an employee for any reason results in a demand for money. They know that non profits fear bad publicity and that we will pay if they threaten to go public. 3. Learn how to terminate properly. 4. Have a process for all phases of employee relations. Have regular, documented performance reviews. Terminate only for failure to perform to job standards after required opportunities to improve performance, or for violation of corporate policy or law. 5. Always terminate in accordance with the personnel manual.
  • The Personnel manual must meet all national, state, and local laws.
  • The Council strives to meet its moral obligation of a fair wage and good working conditions. 1. With the cost of employee’s wages, workers compensation, health insurance, and etc it is very difficult to offer as much as we would like. 2. Survival of the Council is bottom line. If a special works or employee costs in general won’t result in money to be used for the support of our missions, then fix it now or stop doing it.

Operation:

  • All business should be done by process not reaction to individual situations. Board Policies and management procedures form the processes. Once formed do not violate the appropriate process except for very serious reasons. Be sure processes are in writing. They can be either Board Policy or operational procedures.
  • All Council agenda items are designated as either Action Items or Information. A process is developed so Board members have all information on Action Items well before the Council meeting so all votes are based on informed opinions. 1. There should be no action on any motion not fully disclosed. 2. The only exception in Roberts Rules is a “Motion to suspend the Rules”. It only applies to the issue at hand and must be passed by a 2/3s vote. Then that matter can be brought up and acted upon. This should be used in the case of a serious time problem on a critical issue.
  • All elections are held in conformance with By-Laws.
  • All elections begin at the Conference member level
  • All ballots are secret. Ballots are usually counted by the Spiritual Advisor and one other disinterested person.
  • It is suggested that only the winner is announced, not how close or unanimous the vote may have been. That only creates problems no matter how close the vote is.
  • Conference Presidents must vote the way their members instructed. If a significant development occurs changing the situation, such as the withdrawal of one of three candidates. The members should be given an opportunity to express their wishes in another secret ballot.
  • The Council, President and Board are responsible for oversight of the management of the Council, NOT the actual day to day management. The Executive Director is responsible for the business of the Council. The Vincentians are responsible for the Vincentian work of the Council. A routine issue with the business activities of the Council is handled by the Executive Director. An issue with an individual, the clergy, a Vincentian issue with the Council or a Conference should be handled by the appropriate Vincentians.
  • No new ministries or significant additional services undertaken without Council approval. Obtaining a grant for a special work or service that will obligate the Council to continue even if a grant is not received in the following year is unacceptable planning. The cost of a ministry is not the space or start upcost; it is the continuing expense to operate year after year.
  • Planning, both long and short range should be a continuing process and examined in depth at least once a year. Times for regular annual planning meetings, usually before budget time, should be established and adhered to.

Finances:

  • Council finances should be fully disclosed to all Vincentians on a regular basis. It can be disseminated to them through Council members or a regular mailing. The frequency depends somewhat on the extent of the Council’s financial activities, but no less than once a quarter. 1. As with Council Action items, financial reports should be furnished the Council members well before the Council meeting. 2. There should be some basic training for all Council members on how to read and understand a Balance Sheet and a Profit and Loss Statement. This needs to be given periodically as new Board members come onto the Board.
  • A full audit by an outside firm should be accomplished yearly unless the Council has no common works or business. There are three levels of audits, Compilation, Review and Full Audit. Select the one appropriate to the size and complexity of your council.
  • The audit report should be given to each Council member and discussed at the Council meeting. Results of the audit should be made known to the Conferences. Pay particular attention to any changes suggested to operations or record keeping that are in the report.
  • A budget should be developed each year. The Council financial report should show how closely the operation is tracking with the budget each month. Any significant variance that develops should be dealt with in an established “process” manner. If the need for correction persists, action is required by the Executive Director, Board or Council. Expenses can be fairly well predicted. It is the income that is uncertain. Don’t fall in the trap of balancing the budget by simply increasing the expected income.
  • Adequate insurance coverages and limits should be maintained. It should include Directors and Officers Liability, Employee Practices, and Sexual Abuse coverage to protect the Council in addition the normal coverages of Property, Liability, Vehicle, and etc. The Liability Insurance should include coveragefor all Volunteers.
  • Annual evaluations should be made of all insurance. In the property insurance, an annual update of values should be done. Experts in appraisal, construction, banking or insurance can be called upon to assist.1. The cost of insurance is extremely low in comparison to an uninsured or underinsured claim. 2.Determine the cost to rebuild with outside contractors, not the market value of the property. 3. In most cases of Council operations, limits of $1,000,000 would be considered inadequate. Establish limits with the advice of experts.
  • Develop a fund raising plan and work the plan over a long period of time. Adjust the plan as needed but the most important aspect is to make it a day to day process at all times.1. Don’t rely on a few resources; continue to search out new avenues to finance our work. The old tried and true may have been discovered by many other non profits resulting in less income than in the past. 2. Example of the Breakfast approach.
  • Establish a reserve fund if the Council has works that require payroll, bank payments or any other on going expenses. Decide how long a period of operationyou would need to fund in case of loss of funding or some operational disaster. This gives you time to adjust operations in case of unexpected losses in any year. The US Manual suggests 50% of annual budget. This may be too much depending on ongoing commitments and time to shut down various works if a critical situation arises. If financial results are negative, take corrective action as soon as possible to avoid invading reserve fund.
  • Conferences and Councils with no extended obligations need little or no reserves. The money belongs to Christ’s poor.

Conferences: