107. Case Study #4: The Case of the Unrecorded Minute — A Chair’s Nightmare.

[In all case studies the names and incidents are fictional and have no connection with any specific persons, board or congregation.]

About a year ago the church board had a rather vigorous discussion about hiring a part-time worship pastor. Up to that point in the congregation’s history worship leaders were volunteers. The pastoral staff had presented the proposal, but only minimal details were in writing. The position description and qualifications seemed appropriate to the board members at that time. The lead pastor was authorized to oversee the recruiting process and to make the decision regarding the hiring, based upon the position description and qualifications approved by the board, which included the salary and benefits to be provided.

Jack, the board member who had made the motion to approve the proposal, had raised the issue of whether the position would be gender specific or not. The lead pastor indicated that according to current church employment policy it would not be gender specific. Jack, however, because he believed the position would involve some teaching of the congregation and it carried the designation ‘pastor’  felt that it would be appropriate for the position to be filled by a male. Jack thought in making the motion he had made that quite clear. The motion as it appeared in the official minutes, however, did not reflect that perspective. At the following meeting when those minutes were approved, no one said anything or sought to correct the minutes, not even Jack.

Several months later the lead pastor announced to the board that he had hired a person for the position.  The board members were quite excited, anticipating God’s provision for a rather important role within the congregation. When her name was announced, Jack was stunned. Jack was a detail person and usually brought his file of past board minutes to every board meeting in case he felt a need to refer to prior board actions. He quickly brought out his thick file folder and began leafing through the minutes until he located the minute concerning this new position. To his dismay he discovered that the minute said nothing about gender specificity. He then began to look through his copy of board policies and again discovered that no policy required gender specificity for any ministry staff position, except that of lead pastor. Despite his presumption in making the motion that the minute would include some notation regarding his intent for this role to be gender specific, this aspect of the motion was not included in the minute.

When Jack asked to speak, the chair expected that he would join with other board members in congratulating the lead pastor on completing this project and hiring a well-qualified candidate. However, when Jack began to speak the chair knew immediately a more serious issue was in play, namely the accuracy of the board minutes and determining what decision the board in fact had made when it approved the motion. With some emotion Jack explained to the board what he believed had happened and how his understanding of the motion had not adequately been expressed in the minute, even though he thought he had made his intentions quite clear at the time. Bob, a close friend of Jack, spoke and affirmed that this was his understanding as well. However, two other board members objected because in their opinion the minute was clear and expressed what the board had decided. When the lead pastor indicated that he would not have voted for a motion that in his view violated board policy, the chair knew that the board was in a serious predicament.

The chair had worked hard to help the board understand that approved minutes, recording the board’s decision, were the official record that expressed the mind of the board. What a specific board member thought the board had decided was in fact irrelevant — the minutes, once approved and signed by the board chair or secretary, became the official record available for public perusal. When the chair spoke for the board, the minutes became his primary guide for discerning the board’s direction. The chair quickly reviewed the minutes from that earlier meeting and discerned in fact that the minute recording the motion made no reference to gender preference. However, the chair also knew that Jack had raised this question because he found a brief notation about this in the personal notes he had taken during that meeting. Those notes were not official in any sense.

What leadership could the chair provide in such a situation? The hire was already made and could not be reversed without significant repercussions. The chair also knew that Jack could tender his resignation as a board member over this issue. His friend Bob might feel constrained to do the same. The lead pastor felt that the person hired would do a good job and had no intention of reversing his decision, which he believed aligned with board policy and the motion as it appeared in the official minutes.

What advice would you give to this board chair?


1. Hindsight is always helpful. This case highlights the importance for the chair to make sure that board members have in fact read the minutes and agreed that they truly represent the decision made by the board. Often this part of the board’s work gets treated in a perfunctory manner, especially when consent agendas are the norm. The board chair would be wise, when the board reaches that point in the agenda for approving minutes, to pause and very deliberately ask the board members whether they have read the minutes and are in agreement with them. It becomes very difficult to correct matters retrospectively.

2. Two conflicting dynamics affect the treatment of minutes within a church board. On the one hand, church board members like to operate with a certain informality and camaraderie. If the chair acts too officiously, they often bristle at the strictures being imposed. On the other hand, board operations are important legal activities that have to proceed with due diligence. This requires formality at times, regardless of what some board members would like. It is the chair who has to find the right balance in these matters and help the board to attend to both equally well.

3. According to Robert’s Rules of Order once an approved motion has been executed, partially or completely, then no motion to reconsider or rescind can be entertained, particularly if a contract has been entered into because of the motion. If your church board or congregation has adopted Robert’s Rules of Order, then the motion as passed and implemented cannot be reconsidered or rescinded. Even if the motion could be reconsidered, probably too much time has passed for this action legitimately to occur. Even though an error may have been made or miscommunication has occurred, the board’s motion cannot be changed at that point. All that can be done, it would seem, is for the board to reaffirm or change its policy for future reference, provide explanation to the congregation about the error that was made, and live with the consequences.

4. It is clear in this case that the board members were unfamiliar with the policy that guided the hiring of ministry staff. When the board is dealing with new decisions, the chair should ensure that the board is aware of any policy that applies to the decision and should have it reviewed by the entire board. This educates the board with respect to policy, reminds the board that policy was formed for the board’s guidance, and enables the board to evaluate whether the recommendation is consistent with current policy. If it is not, the board can change policy, amend the recommendation so that it aligns with policy, or reject the recommendation because it is inconsistent with policy. This is also a good reminder that all policies should be placed on a regular cycle of review and revision. A three year cycle is recommended and each new policy should include a date when it should be reviewed.

5. How should the chair help Jack and Bob come to terms with this situation? A friendly discussion about the relationship between a board member’s personal views and the policies established by the board seems to be in order. A normal operating procedure for a board member is to work within board policies. The chair can suggest ways and means by which a board member can request a review of board policy, if he/she thinks the current policy is not coherent with the congregation’s statement of faith or can be improved in some areas.

6. Perhaps as well the chair should take note that some of the responsibility for the current situation does lie with him. As his personal notes indicate, he knew when Jack made the motion that he had certain understandings which were in conflict with board policy. Knowing this, he should have advised Jack in the board meeting that his motion could not be entertained because it violated current board policy. If he wanted to make the motion as he intended, then he first needed to move an amendment to the current board policy. If the board agreed with the amendment, then his motion regarding the hiring of the worship pastor could then have been considered. If the chair was not aware of the policy, then this raises the question whether there are other board policies of which that chairperson is ignorant. He should make a note to review all policies to make sure he is knowledgeable of the board’s directions so that he can facilitate their decision-making appropriately.

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