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The Resolution to Establish a Governance Review Task Force

Posted on April 17, 2010 at 10:10 AM

Resolution to Establish a Governance Review Task Force


Presented to the General Conference of Elders – May, 2010



In 1995 the United Church of God, an International Association, came into existence, born

reluctantly but of necessity. In the aftermath of an unprecedented doctrinal upheaval in the

Church, hundreds of elders and thousands of members were finding themselves in a chaotic and

confusing time, desperately desirous of preserving the truth of God, yet severely challenged on

issues concerning organization, unity, and working in harmony. Fifteen years later those

challenges still exist. Many would assert that the existence of so many Church of God offshoots

today is due in large part to those core problems of governance and organization. Many would

further maintain that within a number of these church groups’ ministers and members find

themselves still wrestling with serious internal conflict due to various organizational problems.

The United Church of God, much to the growing frustration of many elders and members, is no



From our inception at the initial organizational conference in Indianapolis, we have regularly

faced problems over governmental roles. In our earliest years we watched with dismay a struggle

arise between the Council of Elders and the President, culminating in a crisis that deeply divided

and nearly destroyed the United Church of God. In subsequent years we have seen lessthreatening,

but certainly disrupting, philosophical shifts back and forth within the Council

regarding its role vis-à-vis management versus governance. In recent times more and more

members of the General Conference of Elders have been expressing questions and frustration

over understanding and effectively executing their governing role in the church.


Early on in our history we undertook a thorough Scriptural examination of godly governance,

concluding that the most important component to church leadership was not structure, but

righteousness and conversion. The doctrinal principles laid forth in the Godly Governance study

paper are the spiritual underpinnings that determine the success of any church governmental

structure. Both the Bible and experience teach that organizational structure itself will never

insure godly leadership, but that only righteousness and conversion in leaders themselves will

result in righteousness in governance.


Some would maintain, therefore, that it doesn’t matter what type of structure we have, that if we

just behave in a godly, righteous manner everything will be fine. Theoretically, there might be

some truth in such an assumption. However, reality tells us that all structures are likely to present

certain challenges, and probably some more than others. Interestingly, leaders in the Seventh

Day Adventist church, speaking from over a century of experience, warned three of our Council

members in 1996 that while our governing documents were well constructed, our system held a

singular inherent weakness and threat: it would be easy for our governance to turn political.

We designed our governing documents with good intentions and hoping the best, but completely

from inexperience and probably with a good dose of naivety. Now, in retrospect, 15 years of

history has proven sufficient to strip away our innocence and reveal that our governance system


has indeed both strengths and weaknesses. It is highly alarming, though, to see that we have

reached a point where the weaknesses have begun to frustrate and divide people, stymie the work

God has given us to do, and foster fears in ministers and members alike that another church split

is looming if we cannot resolve some of these divisive issues. For example, we have already seen

this year a proposed amendment to insert the casting of lots into the decision-making processes

for choosing our leadership. Although it failed to garner the required support for a place on the

GCE agenda, the fact that such an unusual step was introduced indicates a growing level of deep

dissatisfaction. Many elders who did not support this proposed amendment agreed with its

premise, however, that politics has insidiously crept into the governance of the church at various



We realize from Scripture that the core answer for such divisive problems is righteousness. That

is and always will be the foundation of godly leadership (Proverbs 29:2), and no one is exempt

from that requirement.


But is it possible that a system of governance can, regardless of the best intentions behind its

creation, have serious inherent flaws that may increase the likelihood of politics being able to

make subtle, sinister inroads?


Is it possible that a structure can be so complex as to be confusing and difficult to be effectively



Is it possible such a structure can have areas so lacking in clear definition that certain important

matters are subject to diverse interpretations, resulting in shifting styles of leadership and

management of the affairs of the Church?


Is it possible that a structure can be so cumbersome that needed changes to correct any

fundamental flaws cannot be easily and rapidly accomplished through an annual process that

tends to target only isolated issues?


Is it possible that if elders become increasingly disaffected and/or disinterested in participating,

the level of confidence in either the system or its leadership will steadily erode?

If these and other possibilities are real, to what conclusion will that eventually take the Church?

How much will God bless and lead us if we do not examine and make necessary course



We firmly believe that these are “handwriting on the wall” questions that identify some of the

burning issues facing the United Church of God at this crucial time. We further believe that

many elders share our opinion that we must undertake an official, comprehensive, and thorough

review of the strengths and weaknesses of our current governing structure and make whatever

changes are necessary to correct the flaws.


It is always in the best interest of any organization to confront and change any systemic flaws

that prevent its governing structure from functioning as optimally as possible. How much more

so for the Church of God, which teaches its members that self-examination and correction is a


fundamental spiritual requirement for growth and God’s blessing? We are still young, as an

organization, but it would be a mark of maturity to have the courage to address, admit and adjust

organizational shortcomings and inadequacies.


However, even if 100% of the elders were to now agree on the need for such a systemic review,

we do not have a process in place to accomplish this. This is no one’s fault; it is simply a matter

that at the time of crafting our governing documents we did not anticipate the need and include

any type of procedure for governmental review. The purpose of this resolution, therefore, is to

outline a method for such review and to commission an ad hoc task force that can effectively

address this critical need facing the United Church of God.


We understand that righteous behavior, which will improve any of us as individuals within the

Church of God, cannot be legislated; however, we can, and must, legislate institutional and

structural change if it will improve our system of governance. Given the frustrations and threats

that face the ministry and membership of the United Church of God today, the time has come to

take the steps necessary to do so.




Whereas, the General Conference of Elders believes that it currently wears a heavy mantle of

leadership responsibility for the health of the Church of God, under the direction of Jesus Christ;



Whereas, we believe God led us in 1995 to come together and collectively organize the United

Church of God, an International Organization, with the goal of preserving the truth, preaching

the gospel, and serving the brethren; and

Whereas, we recognize that our ability to effectively function as God’s Church requires not only

the highest spiritual standards, integrity and conduct, but also the most effective governmental

structure possible; and


Whereas, we recognize that our current governmental system, for all of our good intentions in

establishing it and for all its strengths, does contain inherent weaknesses which, if not identified

and corrected, will deeply and irreparably damage the United Church of God,

It is hereby resolved, that the General Conference of Elders shall establish a Governance

Review Task Force to thoroughly examine our governmental structure and report to the General

Conference of Elders its findings and recommendations for improvement; and


It is hereby further resolved that this Task Force will be selected according to the following



a. A nine-member ad hoc Selection Committee shall appoint the Governance Review Task

Force. The Selection Committee shall consist of the current and past Chairmen of the

General Conference of Elders (Robert Dick, Roy Holladay, and Clyde Kilough); the

current and past Officers of the Corporation (Les McCullough, Tom Kirkpatrick, Jason

Lovelady, Gerald Seelig, and David Johnson); and one of the primary authors of our

Constitution and Bylaws (Jim Franks). If any of the above is unable or unwilling to serve

in this capacity the sponsoring officers of this resolution shall name the replacement(s).


b. The Selection Committee will, as its first course of action, select its own chairman to

steer it through its work.


c. Within 30 days from the approval of this resolution the Selection Committee will appoint,

by a process it shall determine, a Governance Review Task Force comprised of no more

than 13 elders, consisting of the following:


i. At least three members of the General Conference of Elders who have historical

experience with the governing documents of the United Church of God;


ii. At least three members of the General Conference of Elders who have relevant

legal/organizational/management experience;


iii. At least three members from among the Selection Committee (neither are

members of the Selection Committee prohibited from being among those listed in

c.i and c.ii).


iv. In addition, the Legal Counsel for the United Church of God must be included as

a non-voting advisor to the Governance Review Task Force.


d. Upon completion of this duty the Selection Committee is disbanded, and the work is

turned over to the established Governance Review Task Force; and


It is hereby further resolved that the then selected Governance Review Task Force is charged

with the following (not necessarily in order of importance or chronology):


a. To select from among itself a chairman, secretary, and any other positions it deems

necessary to accomplish its tasks.


b. To maintain throughout its work the highest possible level of objectivity, reliance on

facts alone and the utmost in professionalism.


c. To provide a summary of our organizational history (including that prior to our forming

in 1995), analyzing the general challenges and specific problems we have had to deal

with and to what extent our governance system contributed to resolving these

problem(s), contributed to creating the problem(s) or, perhaps under a different

configuration, could have alleviated or eliminated the problem(s). The primary focus will

be, of course, on the United Church of God’s experience. This historical performance

analysis should be measured in light of the following:


i. Biblical examples and principles, especially in light of the church’s published

Godly Governance study paper


ii. Best practices in terms of effectiveness (doing the right thing) and efficiency

(doing things right)


iii. Required legal constraints


iv. Any other measurements the committee determines to be important factors.


d. To ensure that all members of the General Conference of Elders have opportunity for a

voice in the process, including, but not limited to, the following:


i. Standardized interviews (written and/or oral) with all former and current Council

of Elders members, officers and operation managers (who are still members of



ii. A comprehensive survey of the General Conference of Elders.


e. To call upon, if it deems necessary or helpful, qualified elders and members to seek input

or advice on specific matters.


f. To determine, as soon as possible, a realistic, but conservative, time frame in which to

complete its work, and to communicate that proposed schedule to the General

Conference of Elders. The Task Force should devote full attention and energy to this

responsibility, with the understanding that the General Conference of Elders desires this

important duty to be accomplished in a timely manner.


g. To publish, upon completion of its findings, a report for the General Conference of

Elders (which may be shared with the membership), with emphasis in the report on

recommendations for making improvements to our governing system(s). The General

Conference of Elders will then have a 45 day period in which to review this report and to

submit input to the Task Force. The Task Force shall establish the system for receiving

this input.


h. To review, after the 45 day period, all the input from the General Conference of Elders

and incorporate any revisions, edits or additions the Task Force deems prudent.


i. To publish a final report with any proposed recommendations for changes, plus a

recommendation for the method in which proposed changes could be put before the

General Conference of Elders for ballot (including, but not limited to, a special meeting

of the General Conference of Elders).


Submitted by the officers of the Corporation, in accordance with Bylaw 7.9.2:


Clyde Kilough, President

David Johnson, Secretary

Jason Lovelady, Treasurer

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