UCG Elders Forum: An Analysis of the Kilough Resolution

The sponsors of the Kilough resolution have further explained and defended their proposal in the UCG Elders Forum.

AR has examined the proposed Kilough resolution, and believes the overall resolution in question  was very carefully drafted on its face to legally mesh with present UCG bylaws and constitution. The resolution is lawyerly, well thought out and detailed enough to cover possible procedural contingencies if enacted by the GCE. It likely was reviewed by legal counsel prior to reaching its present format.

One of the answers to the question in the Elders Forum states, "As you know, Bylaw 7.9.2 allows the officers, four Council members, or 25% of the GCE to put an item on the agenda for the GCE, any other meeting, or even for action without a meeting. "

The pertinent section of the current UCG bylaw quoted above is reproduced as follows. Note that the secretary must include any item on the GCE agenda that any officer of United may request in writing (which included Kilough), before notice is given:

7.9.2 Requirement of an Agenda
Notices shall include the agenda for the meeting. All items to be acted upon at any meeting shall be listed on the agenda. The secretary must include a particular item on the agenda, upon written request presented by any four (4) members of the Council, any officer of the Corporation, or by twenty-five percent (25%) of the General Conference as constituted for the time such meeting is called, provided such written request is delivered before notice is given. No additions to the agenda may be proposed from the floor except by a majority of the Council during the meeting if approved by a simple majority of the General Conference present at the meeting. Action Without a meeting

With respect to action by the General Conference without a meeting, as provided in Section 7.7, the secretary shall include as an agenda item, any proposed item submitted in writing received by the secretary prior to the distribution of written consents and/or ballots. Said written request must have been submitted by at least any four (4) members of the Council, any officer of the Corporation, or by twenty-five percent (25%) of the General Conference as constituted at the time of the institution of any action, without a meeting.

At first impression,  reading bylaw 7.2 leads Ambassador Reports to believe that a UCG church corporate officer (e.g. Mr. Kilough) would be within his procedural rights as a corporate officer to offer such a resolution to the GCE in the way he did. However, Mr. Holladay (or his UCG counsel) has not stated specifically any reasons as to why he believes such a resolution, submitted by the now former UCG president Mr. Kilough, does not fall squarely within the four corners of the UCG bylaws procedures permitting such a proposed resolution by a corporate officer.  

Regardless of any existing employment contracts, the officers of the United church serve at the pleasure of Mr. Holladay and the Council of Elders.

By way of comparson, in the WCG governance structure, HWA was simultaneously both the President of the California corporate structure AND chairman of the board of the WCG Council of Elders. HWA and Tkach Sr. held (and so does an unreformed Tkach Jr. today hold) the power under the church constitution and bylaws, at any time and for any reason,  to fire and appoint, at his pleasure ALL of the members of the WCG-GCI Council of Elders, and fire and appoint ANY subordinate officers of the California church corporate structure used to transact the business of the WCG-GCI.

To illustrate the power of the Pastor General's one-man rule under Armstrong's bylaws and constitution, an unreformed Tkach Jr. even refuses so much as to publish to the membership the constitution and bylaws of his WCG, renamed GCI church association. Nearly a quarter century after the Tkach family took charge of the WCG, the constitutent documents of the church are not even printed  in the GCI administrative manual or anywhere online! How much would that cost? Missing financial statements as to exactly how the Tkachs wasted away the millions in tithes? These are considered verboten financial secrets not for the ears of his congregations, even in 2010.

So for reasons that are patently  obvious since the 1979 receivership, UCG during the formation process wanted to prevent all power in the church being invested in one-man dictatorial rule of the church. It was thought that this would prevent a one-man takeover of the church, and the reformed bylaws functioned in that regard during the Hulme crisis.

Now Mr. Holladay, as chairman of the GCE, has used the power invested in his office to remove Mr. Kilough and the officers of United. He has removed and  replaced them, and now acts as the interim president of the church corporation.

The  new corporate officers, and how the Kilough resolution is handled calling for a study of UCG corporate governance by the upcoming General Council of Elders meeting, is certain to profoundly affect the uncertain future of the UCG.

(Questions were placed in red bolding and key answers in black by AR for faster reference. )

Response from Clyde Kilough, Jason Lovelady and David Johnson
Sent: Wednesday, March 31, 2010 7:31 PM
To: Clyde Kilough; David Johnson; Jason Lovelady

Subject: Questions about the Proposed Governance Task Force Resolution

Dear Clyde, Dave and Jason:

I hope your NTBMO and 1st DUB were enjoyable occasions.
As you may know, the proposed resolution that you submitted to the GCE has generated discussion and questions on the Elders’ Forum. Since this is now a ““public”” document (within the ministry), obviously there is going to be public discussion. I believe it is also important though, to ask the questions of the authors themselves. I also plan to post the questions below on the EF, but I wanted to send them to you directly for any answers you might have. Any time and response you can provide are appreciated. These questions articulate a number of the topics on the EF about this proposed resolution and issues that were raised from the Chairman’s letter.

COMMENT: Thank you for contacting us to ask questions about our proposed resolution for a Governance Review Task Force. You are the only one who has done so, and you have done so without casting any aspersions upon our character or motives. We deeply appreciate that and will do our best to respond clearly and courteously as well.

1) At least 8 Council members did not know about this resolution in advance. Did any of the Council members know about it in advance? If ““yes””, what was the reason to include some and not others? If ““no””, why was the Council not informed –– from the perspective of mutual respect, transparency and professional courtesy?

ANSWER: Some have apparently assumed that since we did not choose to submit this entire resolution to the Council before putting it forward, as we are permitted to do by our governing documents, that we sought no counsel at all. This is certainly not true. There will always be questions about why one person was asked to be an advisor and another was not. We sought input from some who are on the Council, some who were on the Council in the past, some who have never served on the Council. It is only natural to select a team of advisors with whom you feel comfortable in order to put together a proposal. We did not seek to have a group of ““Stepford”” advisors who would all walk in lock step with one another. We disagreed with one another at times, advocated for different approaches, and made adjustments, just as any team would do in attempting to construct a balanced proposal. This does not imply any disrespect, clandestine secrecy, or unprofessional activity toward anyone who was not a part of that group.
On Friday, March 12, the chairman sent a note to the secretary stating that he had heard something about possible resolutions going forward with call and notice and asked if the secretary knew anything about them. The secretary was out of town at the time, but on Monday morning, March 15, three days before call and notice went out, the secretary replied to the chairman. Here is the appropriate portion of that note:
““Hi Roy,
““Sorry to take so long getting back to you……
““As you know, Bylaw 7.9.2 allows the officers, four Council members, or 25% of the GCE to put an item on the agenda for the GCE, any other meeting, or even for action without a meeting. It is therefore not uncommon for us to hear from people wanting us to put forward an item. I’ve been contacted three or four times this year alone, starting with the attempt to make casting of lots a part of our system. If we had not allowed the proposed amendment to go out to the GCE, the next request was going to be that one of the officers would put it forward. I’m glad it didn’t come to that because none of us felt that was a good idea.
““I have recently been made aware of two possible resolutions that various individuals/groups would like to have added to the GCE agenda this year. So far, I do not have anything formally given to me, so technically, I could just say that I have not received anything. However, I’m not interested in playing games –– there has been too much gamesmanship already, so let me bring you up to speed with what I know.
““One possible resolution involves nothing more than seeking input from the GCE about how well our current system of governance is meeting the needs of the Church. This would be more extensive than the Council’s current review of the governing documents to see where there might be inconsistencies. It does not accuse anyone of wrongdoing, does not make unfounded allegations, and makes no attempt to change the structure we currently have. It has no power to force anything on anyone. If carried through to its completion –– a process that would take several months –– the most it would do is propose suggested improvements to the Council and GCE. If either or both bodies rejected those proposals, there is no stipulated follow-up. In addition, the Council chairman and at least two Council members would be a part of the process every step of the way. This proposal has not been deliberately withheld from the Council; it simply is not completed yet. When it is, each of the officers will have to decide whether he feels it should be added to the agenda, as allowed by our bylaws, or not. It is too late to seek Council sponsorship, though I frankly feel several on the Council would welcome this resolution. It is not intended to pressure or threaten anyone. If this resolution is completed prior to call and notice, I suspect it will be sent out to the GCE.””
[The next two paragraphs dealt with a second resolution which did not get sent out with call and notice.]
““I hope that helps, Roy. In many ways, this is one of our trust issues. The Council rightly wants to be trusted, and I hope they can extend that trust to the officers. None of us have any desire to see the Church suffer any more polarization. None of us are on a vendetta to eliminate anyone from their position of service (because it is ““service,”” not ““authority””;). Serving God’’s people in the way He wants is what we live and breath. We all know it is foolish to try to sink the other guy’s end of the lifeboat.
““Have a good day.””
At approximately 7:00 PM that evening the chairman responded to the secretary, thanking him for his update and help, and indicating that he felt, at least in principle, that establishing a GCE committee to examine our governance and bring forward suggestions was a reasonable idea. He asked no further questions, did not ask to see a copy of the resolution, did not ask that the Council be copied on the resolution, and did not in any way discourage the secretary from including this resolution with the call and notice. The secretary did not ask for confidentiality and had no reason to assume his communication with the chairman would not be shared with the other Council members. The next communication the secretary had from the chairman was to be notified on Thursday morning, March 25 that the chairman was asking the GCE to refrain from voting on the resolution until the Council and the legal counsel had time to advise them.
On Thursday, March 18, the day the call and notice was mailed out, the secretary sent another communication to the chairman informing him that call and notice had been successfully posted, and including a copy of the completed resolution. In addition, that note included the following paragraphs:
““The only part of Call and Notice that is unusual is the resolution put forward by the three corporate officers. I am attaching a courtesy copy for your perusal, and you are certainly welcome to share it with the other Council members if you wish. We think you will all find it quite reasonable. As I told you, it makes no attempt to accuse anyone of any wrongdoing or blame anyone for the structural difficulties a system like ours presents. It seeks only to establish a method for meaningful input from the entire GCE.
““I also think you will find it to be a refreshing difference from the other proposal that was put forward by some…… I suppose it would have been helpful if we could have put it forward along with full Council sponsorship, but we honestly didn’’t have the time to vet it through everyone in the time we had. If anyone sees it as some type of Council vs. administration issue, that was certainly never our intent.””
We would sincerely ask that those who are concerned about some supposed ““division”” between the Council and administration to carefully read the resolution. Nothing in the resolution seeks to put anyone in a bad light.
The Council is only mentioned three times –– all on the first page –– and always in a simply historical context. No one is accused of evil motives or immoral conduct. We strongly maintain that there is nothing divisive or political in this resolution.
We have been surprised at some of the comments posted on the Elders Forum, especially the vitriolic accusations and imputing of motives. We wish to have no part in such histrionics and decry them no matter who may be the object of such communications.

2) At least two (2) of the individuals named in the resolution did not know about this resolution in advance. Besides the authors themselves, were any other named individuals informed about this resolution in advance? If ““yes””, what was the reason to include some and not others? If ““no””, why were the named individuals not informed –– from the perspective of mutual respect, transparency and professional courtesy?

ANSWER: Actually, five of the nine named individuals were unaware of the resolution before it came forward. The three officers were aware because they constructed the resolution. One additional person knew he was named, not because he was separately informed but because we sought his input on various aspects of the resolution. Does that constitute a lack of ““mutual respect, transparency and professional courtesy?””
We were not seeking to assemble a team that would simply carry out whatever the officers might wish. In fact, this is one of the areas we debated among ourselves and ended up changing after further advice and discussion. Originally, we thought about having the GCE directly nominate and select this Selection Committee. However, we realized this could delay the entire process, and such approaches have historically favored those with the best ““name-recognition.”” While there may be many who could bring valuable insights to this process, it made sense to us that the ones most qualified –– who best understood the challenges our system of governance can present –– were those who had served as officers and chairmen of the Council. None of these people were originally selected by the officers –– they were selected by the GCE or the Council of Elders. We concluded the most neutral (non political) approach was to have the Selection Committee be appointed by positions, not by personalities.
In addition, the resolution made allowances to replace anyone on the selection committee that is ““unable or unwilling to serve in this capacity””. For example, at least one elder has expressed concerns that the current Treasurer not be on the selection committee because he is not a member of the GCE. In respect to those concerns, the current Treasurer has chosen to recuse himself as member of the selection committee. The remaining two officers that sponsored the resolution will name his replacement.
Some have asked specifically why we did not ask the Church’s legal counsel to review the resolution. First of all, the resolution came together at a time when the counsel had just suffered the loss of his wife of many years. We felt that asking him to spend time reviewing our resolution would be inconsiderate and inappropriate. At the same time, since the resolution changes absolutely nothing about our governing structures or way of doing business, we honestly did not see it as a ““legal”” issue at all and therefore did not anticipate a need for a formal legal opinion. When the Governance Review Task Force is doing its work, it may well need legal counsel, so the resolution specifically includes the legal counsel as a non-voting advisory member of that task force.
We would also point out that this Selection Committee has a very short term and a very narrow mandate. Once they choose the members of the ad hoc Governance Review Task Force (GRTF), the Selection Committee is disbanded and has nothing more to say about the process. The GRTF, on the other hand, has the mandate to seek input and suggestions from every member of the GCE and can even seek additional information from advisors outside the GCE. The GRTF is then required to report the results of their input from the GCE to all GCE members, and only then may they bring forward proposals for changes.
It is also important to note that the task force’s proposals have no governing power. They are simply suggestions. Resolutions are balloted upon, amendments are balloted upon, but proposals have no force of any kind. They cannot change our structure, put people into office, or remove people from office. If this resolution is approved and carried through to its completion, the GCE will be left with a series of suggestions to consider. What we choose to do with those suggestions will have to be addressed in some other way. This resolution does not have the power to change ANYTHING.

3) Could you please cite some examples from our governing documents where ““serious inherent flaws”” might exist ““that may increase the likelihood of politics being able to make subtle, sinister inroads?””
4) Could you please cite some examples from our governing documents where the ““structure can be so complex as to be confusing and difficult to be effectively coordinated?””
5) Could you please cite some examples from our governing documents where the structure is ““so lacking in clear definition that certain important matters are subject to diverse interpretations. . . ?””

ANSWER: The three previous questions all related to statements made in the preamble to the resolution. It should be noted that while a preamble sets the stage for a resolution by explaining the viewpoint of those making the proposal, a preamble itself has no legal force. In fact, a person could disagree with parts of a preamble yet still feel the resolution itself has merit and vote for it.
We do have a number of examples we could cite, but purposefully did not bring those into the proposed resolution. We believe the appropriate time and place for anyone to submit their input is only after the resolution is approved and it should be to the task force. We wanted the proposal to be focused on a singular issue: is it time for us to undertake a holistic review of what has and has not worked well in our governance system. Introducing various examples at this time would likely deflect attention away from that idea and onto the examples.
We hope it is understood by all that the GCE is being asked to vote on the resolution itself, not the Preamble, and each person’s decision should be based on whether or not he believes the resolution would be good for the Church, not whether the Preamble adequately expresses his own view.

6) The Council in the last several months has discussed and initiated steps to address some of the ambiguities in the governing documents. Is there a compelling reason for a task-force –– separate and distinct from the Council –– to conduct duplicate efforts? Would there be a reason not to work with the Council and develop a plan together in order to address these issues –– or simply allow the Council to continue its work?

ANSWER: This is again a logical question and we appreciate the opportunity to provide what we feel is a reasonable answer.
Throughout our history the Council has realized that in spite of our best efforts, some of our Bylaws and policies are vague, inconsistent, or even contradictory. Some make requirements that are impossible to fulfill. The chairman of the Council Roles and Rules Committee has volunteered the Roles and Rules Committee to undertake a thorough review of all of our governing documents to find and correct these inconsistencies. The Council has gratefully agreed to remand to the R&R Committee that challenging task. This is a project that needs to be done and we fully support the Council in this undertaking.
This resolution in no way seeks to duplicate that effort. In fact, we see this as a complimentary effort, and the GRTF would want to work hand in hand with the Council Roles and Rules Committee. The Task Force would be seeking input and making suggestions on larger issues than simple inconsistencies in our documents. The Task Force would be asking the big and challenging questions about how we are conducting ourselves and is our system the best one for producing results that are pleasing to God. We made decisions 15 years ago in a time of trauma, and decisions made during such times are not always the best. Some may say that the slow, incremental change made possible by our system of amendments is adequate, but others may feel such an approach is too limited to address our most pressing issues. Throwing out indiscriminate suggestions, poorly thought-out solutions, or ideas that don’t properly represent the desires of the entire GCE/Church would not be wise either. A careful analysis of where we are, how we got here, and what we need to do to accomplish God’s Work in the future in a way that pleases Him is what we need. That’s what this Task Force would be asked to do, based on the input from the GCE.
Some might additionally ask why we didn’’t just present this to the Council and leave it with them? The Bylaws are properly the responsibility of the Council, so their examination of the Bylaws for inconsistencies is appropriate. However, the larger governance issues this resolution seeks to examine are primarily, and properly, the responsibility of the GCE. Bringing this resolution to the GCE is a matter of presenting the proper action to the proper governing body. Since all Council members must be members of the GCE, it is certainly proper that any Council members could helpfully serve on this Task Force, but to confine the Task Force to Council members would be denying the GCE its proper role in this process.

I am really trying to understand both the foundational premises for this resolution and the manner in which it has been presented to the GCE. I believe both are important for thorough consideration of this proposal.

COMMENT: We agree that the foundational premises and manner of presentation should be considered, along with a careful consideration of the content of the resolution itself, in order to make a wise decision. Obviously, we feel this is a responsible and respectful approach and hope others will agree, but we fully respect the right of GCE members to come to a different conclusion. We simply ask that the GCE be given the opportunity to express its will in this matter.
Thank you for your time in considering this message.
Thank you again for giving us the opportunity to respond.
Clyde Kilough, president
Jason Lovelady, treasurer
David Johnson, secretary


The Buchanan Letter

In the days of Esther, God’s people were pushed to the very brink of destruction. Today, the United Church of God stands at just such a critical juncture. Satan was behind the attempt to destroy Mordecai and God’s people, and make no mistake, he is behind the events of the last three years – events that have come dangerously close to tearing the very fabric of our Church apart.

For three years we have had constant problems, so much so that using the word United in our name seems hypocritical. To understand how we arrived here we only need to look back three short years. In 2006 – 2007 we were on the verge of implementing a project that would have served as a springboard for the Church’s future. That project was stopped when five men on the Council of Elders sought a re-vote on moving the Church headquarters to Denton Texas. The re-vote resolution and subsequent changes in membership on the Council of Elders marked the beginning of a rapid decline. Whether you believe the re-vote was legal or illegal is not the main issue for today.

Today, we should look at what occurred since that time, and the fruits of the Council of Elders (COE). Roughly three years ago it came to light that there was a secret, exclusive, alternate Elder’s Forum and there were allegations that block voting affected the outcome of Council elections.

The COE conducted an investigation and issued a report to address the secret Elder’s Forum and other discussion groups. That report contained egregious “mistakes” even though the Council was alerted to the inaccuracies prior to issuing their report. I am confident that not all Council members supported the reports findings. Since there were allegations that the secret Elders Forum affected the voting process that resulted in some council men having their positions, you would think the ethical thing to do would have been for the Council members to recuse themselves and ask for an investigation of the matter by an independent committee. That was not the case.

Some members of the COE have vehemently denied there was any evidence of block voting for Council candidates three years ago. Would you consider the following items as evidence?

• The creator of the Alternate Elders Forum was subsequently elected to the Council of Elders.

• The move to Denton, Texas was rescinded during the time when the Alternate Elders Forum was active.

• An anonymous letter from a person purporting to be an Elder in the Church indicated those involved in the Alternate Elders Forum agreed to vote for a certain slate of men.

• A letter written by an Elder in 2007 was sent to certain members of the General Conference of Elders. That letter openly solicited votes for specific candidates some of which were subsequently elected.

Although some COE members, Ministers, Local Elders and members requested numerous time that these matters be properly investigated their requests were quashed.

The secret Elders Forum and allegations of bloc voting are only two of the many issues that have clouded our recent past. There are many others. Recently, Clyde Kilough, as a duly authorized officer of the Church, in accordance with Church Bylaws (Bylaw item 7.9.2) requested the Council Secretary submit a resolution to the General Council of Elders calling for the formation of a task force to evaluate our current form of governance and determine if there is a better system. After Elders on the forum began a heated discourse on the merits of evaluating our form of governance, the moderator of the Elders Forum archived certain communications related to Mr. Kilough’s resolution, thereby preventing Elders from continuing those original discussions. The moderator of the Elders Forum is a member of the COE – this is clearly a conflict of interest, probably unethical. While claiming to support transparency and open communications the COE is now in the business of deciding what the Elders can and cannot discuss. I you are an Elder don’t be confused about what you are seeing on the Elder’s Letter to the United Forum, the content is being manipulated and you are only seeing what certain members of the COE want you to see. What happened to the idea espoused at a COE meeting that “a Christian has the right to speak to whomever he or she chooses, and on whatever topic at the time, in the manner and at the place he or she determines” (July 16, 2009 and July 21, 2009 Council of Elders Reports).

Mr. Kilough’s resolution was illegally removed by the COE. Certain members of the COE claimed the resolution intended to change our system of governance – that is not the case. Furthermore, the COE’s action appears to be grossly inconsistent, since at least one other resolution to change our system of governance has been submitted to the Secretary for consideration by the GCE and it was not removed; that being the resolution recently authored by Mr. Jack Hendren. Any legal opinion that states the resolution was illegal is not worth the price of the paper it is written on. Is there such a lack of wisdom and understanding that some members of the COE must rush to an attorney when they feel their power is being challenged? If there is a better way to execute our current system of governance, or a better system, wouldn’t we all desire to have it?

What happened to unity? In the wake of changes to the membership of the COE approximately three years there has been precious little unity. Ask yourself why we had two men resign from the COE last year and why was the Council Reporter removed. I hope members of the General Conference of Elders will take it upon themselves to find out why Mr. Kilough and Mr. Thompson resigned. Now is not the time to be squeamish about asking tough questions. Now is the time for answers. Do you think they resigned because of differences of opinion, or they had something better to do? I think not. Ask them!

I hope the members of the General Conference of Elders take it upon themselves to find out why Mr. Kilough and Mr. Franks were forced to resign (fired) from their positions and why Mr. Salyer felt compelled to resign. Do you think it was simply a time for a change in administration? I think not. Call and ask them why!

There is a spiritual problem at the head of our Church. Who will stand up for truth and ethics? Aren’t the members of the General Conference of Elders the stewards of God’s Church? I ask each and every member and Elder to consider our Church’s plight – this organization is on the verge of failure. Please consider the division and strife that are the fruits of the last three years of Church leadership. I hope you fast and pray about these issues. If you are an Elder, you have an opportunity, no an obligation to act responsibly to the office you hold as a member of the ruling body of the Church, and more importantly toward the covenant you made with God – judge the Council of Elders’ fruits, and render a change at the annual Conference of Elders.

The words Mordecai once spoke to Esther were powerful beyond belief. The implication and urgency of those words apply to members of the General Conference of Elders this very day and to the United Church of God.

For if you are completely silent at this time, relief and deliverance shall arise to the Church from another place, but you and your congregations shall be destroyed. And who knows whether you have come to the Church for a time like this? Esther 4.

God be with you,

David Buchanan

Member, Houston North Congregation

The Kilough Resolution


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 exception.

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 less threatening, 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... (Source)

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;and

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 procedure:

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, JasonLovelady, 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.
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, 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 UCG);

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


Note to Bob Thiel, who blogged this gem Saturday: "As regular readers of the COGwriter page are aware, although it is apparently wise for Roy Holladay to be careful, I have always had problems with UCG’s form of governance."

Well, if United would only have the sense to make Spanky their Pastor General for life, all governance problems would be over in a jiffy, right? ;)

Also, do United - Church of God members- retain Internet freedom of thought and freedom of speech? "The alternative forum was formed mostly because every time people posted something administration didn't like, they got nasty emails and phone calls from a member of admin. Nice."

UCG administration must be very busy tracking down and censoring  Internet postings they don't agree with. Perhaps Mr. Spanky, himself former Gestapo-style head of ministerial services, and loyalty computer tithe-check pioneer, can give UCG a ministerial services tip or two on how to be more efficient at tracking people down, disciplining, suspending, and excommunicating anyone who dares voice an honest, truthful, candid opinion. Source.

Take LCG's unofficial Bob Thiel for instance. He doesn't allow freedom of any comments at COGwriter. Just think of all the tremendous time and money he buys Spanky, by not having to track down who said what without prior HQ authorization!

Hat-tip to Purple Hymnal for this, and who has posted links to the leaked UCG documents...


UCG TITANIC STRIKES ICEBERG - Just A Small Crack, Or Too Big To Go Under?

Update On The Kilough Resignations

Now that Clyde Kilough was forced to resign by the Council of Elders, interim (and next? or final?) UCG President Roy Holladay is putting the spin on with another member letter and video on the showdown in Cincinnati.

And just what was the unpardonable sin of the Kilough regime? According to Holladay:

"Matters finally came to a head with the introduction of a proposed resolution that was outside of the Church’s established means for proposing changes in the Church’s governing documents and structure. Without even the traditional review of the full Council and our legal counsel, the proposed resolution was placed in the formal mailing to all ministers with the idea that it would be voted on at the upcoming General Conference of Elders next month."

Next, the completed text of Captain Holladay's Titanic emergency damage control message:

April 13, 2010 - Letter from Interim President Roy Holladay

Dear Beloved Brethren,

In a few weeks we will be observing the Feast of Pentecost. Christ’s promise to His disciples is important as we prepare ourselves for the day: “You will receive power when the Holy Spirit comes on you; and you will be my witnesses…to the ends of the earth” (Acts:1:8But ye shall receive power, after that the Holy Ghost is come upon you: and ye shall be witnesses unto me both in Jerusalem, and in all Judaea, and in Samaria, and unto the uttermost part of the earth., New International Version).

That is the primary purpose of the United Church of God today, which is made up of the most blessed people on earth. We are the ones specifically selected by God (John:6:44No man can come to me, except the Father which hath sent me draw him: and I will raise him up at the last day.)—called to be holy and set apart for special training and service. As this present earthly cosmos plummets toward a dramatic end, we have an all-important mission.

With that as a backdrop, I want to address a few issues, past and future. You have heard that some key administrative changes have been made. To some these changes may have come as a surprise. As ministers of the gospel we are accountable to you, and I want to provide some details about what has developed recently and where we as a Church are going.

While it may not have been evident to the membership at large, in recent months a serious level of conflict existed about certain issues between the Council of Elders and some administrators. It is one thing to have simple disagreements that arise in the course of choosing a way of action. But when the levels of conflict and disagreement escalate to the point where the Church’s critical work begins to suffer from inaction and it becomes clear that the necessary working relationship and rapport between the Council and its management team has broken down, then it is the direct responsibility of the Council of Elders to act swiftly. That we have done.

During these past months, certain administrators severely disagreed with the oversight and direction that the Council was providing, even though they are bound by the bylaws of the Church to support it. During that same time, the basic work of the Church continued and the level of conflict was unseen by most of you. Given that latter fact I believe you deserve an explanation. However, as I explain where we have recently been, I don’t want to belabor any points because the past is the past. Reconciliation, unity and love are more important than organizational justification. For your review, here are some details.

As part of the General Conference of Elders meetings in 2008 and 2009, the ministers balloted in the established way for a number of new members of the Council of Elders, replacing several members who were part of the administration. As time went on it became apparent that the priorities and perspectives of the existing management team were quite different from those of the Council as chosen by the ministry of the United Church of God.

As collectively established in the beginning of our fellowship 15 years ago, the Council of Elders is directly and solely responsible for oversight and setting direction and policy for the Church. This is quite a different structure from the one we experienced in our former church affiliation where only one or two people at the top made all of the important decisions. We learned through painful experience where that led. The United Church of God, we collectively decided, would be different. We adopted as one of our primary governing principles Proverbs:24:6For by wise counsel thou shalt make thy war: and in multitude of counsellors there is safety.: “In a multitude of counselors there is safety.”

To put in perspective the now-past situation, allow me to review a few more points of important history. Fifteen years ago we collectively chose a very different structure of governance on the physical level, emphasizing and recognizing of course that the living Head of the spiritual Church is Jesus Christ Himself. The highest authority in our physical organization is the General Conference of Elders, which is all of the nearly 500 elders of the United Church of God who choose to participate. This group is responsible for, among other things, authorizing changes to our governing documents, approving any doctrinal changes and selecting a 12-person Council of Elders. As our Constitution states and openly authorizes, the Council of Elders is to “provide oversight and guidance within the Church for the service and care of local congregations, the preaching of the gospel and the administration of God’s tithes and offerings,” making it “the duly appointed corporate board for the Church and [the] equivalent to a board of directors.”

Functioning under the direction of the Council of Elders is the management team comprised of certain officers (president, treasurer and secretary) and operation managers for finances, media and ministerial services, and a home office staff. These are “selected, approved and directed by the Council.” The Council of Elders is also specifically responsible “to provide direction and oversight to ensure the proper management of the day-to-day affairs of the Corporation, the United Church of God, an International Association.”

During the past few months, disagreements—however well-intentioned—among certain administrators and other ministers about the Council’s direction and priorities mounted up. Without getting into specifics of those disagreements, I will simply say that the situation and stalemate had grown very frustrating to all. Matters finally came to a head with the introduction of a proposed resolution that was outside of the Church’s established means for proposing changes in the Church’s governing documents and structure. Without even the traditional review of the full Council and our legal counsel, the proposed resolution was placed in the formal mailing to all ministers with the idea that it would be voted on at the upcoming General Conference of Elders next month.

As chairman, I can tell you that the Council intensely sought a variety of expert counsel to address our differences, including this issue. It was not taken lightly. Based on this variety of counsel, both from within and without, the Council determined that the resolution was harmful and against the protections and principles of this Church’s governing structure. To prevent potential harm to the Church, the Council determined that the resolution should be withdrawn.

However, the larger matter that remained was the underlying differences that gave rise to that improper resolution in the first place. As is pointed out in Amos:3:3Can two walk together, except they be agreed?, “Can two walk together, unless they are agreed?” To end this long stalemate and achieve a fresh start with a Council and administration working together, I and other Council members met with the president, one of the sponsors of this resolution that we were obliged to withdraw. The differences that had led up to this situation were well known by all in the meeting, even though they were not well known to the general membership or most of the ministry of the Church. He agreed to resign his position at the Council’s request. In a spirit of harmony, he also openly agreed to help effect an orderly transition. Shortly after the meeting with the president, the operation managers for the Church’s ministry and media both offered to resign. All of the resignations were accepted.

I should point out here that it is possible to have different viewpoints and still be unified. As the Proverb states, “iron sharpens iron” (Proverbs:27:17Iron sharpeneth iron; so a man sharpeneth the countenance of his friend.). But when things get so hot that the “iron” starts melting, no one benefits. To achieve our mission as a Church, the time comes to lay aside any differences and work together for a common goal in accordance with the governance structure we have agreed to. Given what has transpired over the past eight months, the Council believes that a change was needed in administration. This change in administration is expected to better reflect the Council’s priorities and perspectives.

The Church’s work is continuing. Indeed, the Constitution and Bylaws of the United Church of God were written to provide for the smooth and orderly transition of personnel to and from various administrative and oversight positions within the Church such as those we are now experiencing. Also, the Church’s present Strategic Plan provides us with the framework of continuity that transcends personalities and places spiritual principles at the height of what we collectively do as a Church organization.

So, what’s next? First, I would like to take the opportunity to quote a man who was quite acquainted with both human division and the critical healing required to overcome that situation: America’s 16th president, Abraham Lincoln. In his second inaugural address he declared:

“With malice toward none; with charity for all; with firmness in the right, as God gives us to see the right, let us strive on to finish the work we are in.”

Accordingly, in a renewed spirit of reconciliation and unity, let us thus move forward and not dwell on the past.

Second, what do we as a Church possess to develop real unity of purpose and focus? Consider these ancient powerful words that echo across to us today: “O LORD God of our fathers, are You not God in heaven, and do You not rule over all the kingdoms of the nations, and in Your hand is there not power and might, so that no one is able to withstand You?” (2 Chronicles:20:6And said, O LORD God of our fathers, art not thou God in heaven? and rulest not thou over all the kingdoms of the heathen? and in thine hand is there not power and might, so that none is able to withstand thee?)

Brethren, it is this mighty Divine power that must drive and sustain us as a Church at all levels. In many instances the New Testament is quite clear about the differences the Church experienced in the first century. It is also quite clear that God did not generally call the wise, the noble or the mighty, then or now. We are and must be dependent on Him for guidance, direction and strength. We must surrender our own will and align ourselves with His perfect will in order to achieve any measure of true success.

The Church is prepared to grow. Much work has already gone into exploring and now entering the commercial television market to proclaim God’s truth. This new media effort will be integrated into our already strong global outreach on the Internet and in our publications. We have a new interactive Bible study platform and other means in preparation to allow people in this darkened world to see the light of God’s awe-inspiring instruction. You have already received information about planning for the 2010 Feast of Tabernacles and the opportunities to send your children to Church camps around the world, and those well-established critical activities of the Church remain in full swing.

To keep you informed, we are in the process of establishing a daily online “blog” that I and others will participate in. You can view it online at http://realtimeunited.wordpress.com. Also, many updates will be posted on our members’ Web site at http://members.ucg.org.

Soon the Council will announce the process and plans for appointing a new president, and during that time I’ll be communicating regularly. In conclusion, as we approach the precious renewal inherent in the Day of Pentecost, I would invite you to consider the prayer attributed to Moses (a man also well-acquainted with the challenges of leadership) as a 21st-century prayer for the United Church of God:

“May the favor of the Lord our God rest upon us; establish the work of our hands for us—yes, establish the work of our hands” (Psalm:90:17And let the beauty of the LORD our God be upon us: and establish thou the work of our hands upon us; yea, the work of our hands establish thou it., NIV, emphasis added).

Brethren, let’s be about doing the work of our Father!

In deep Christian love,

Roy Holladay
Interim President
Chairman of the Council of Elders

Also, in a newly released video to intended to calm the troops, Holladay tries to minimize the Kilough resignations by trying to put them into a greater context of expected UCG administrative changes - in other words, business as usual.

UCG headquarters is in the process of starting a Twitter feed and a new UCG headquarters management blog. These latest HQ internet plays are no doubt intended to occupy the heads of UCG membership, in lockstep unity, tweeting 24/7 the approved Milford melodies between Sabbaths, sundowns and marathon-length sermons.
Holladay says about these new Internet forays, " I’d like to bring those to your attention so that you can contact or go to those on a regular basis to keep up with any changes and updates within the Church."

Really, Mr. Holladay! Would that mean to not read or voice opinion anything other than for members  to swallow whole - and repeat like a Polly parrot - your official Council of Elders take on this Titanic crisis - hook, line, and sinker? 

Like David Pack (who has been roundly roasted on a spit in the blogosphere)  Holladay doesn't want UCG rank and file tithe-money paying members expressing their true thoughts and feelings on the Internet about their UCG experience. Blogs such as Mike Bennett's UCG blog, who pulled an entry with UCG member comments on the current leadership crisis, are heavily censored, and kept behind UCG's ministerial  'iron curtain'.

UCG's Twitter feed is “ucgmedia” and the address is twitter.com/ucgmedia.

The new HQ blog is “Inside United: Realtime.” The address for that is realtimeunited.wordpress.com.

While the band plays on, UCG members may need to keep their life vests handy, should the unsinkable UCG Titanic go down into the icy gurgler. 

Update: J at Shadows of WCG: Next Gen has written an infomative summary of the power struggles of the last three years within the UCG ministry's ruling class elite,  based upon Gavin Rumney's Ambassador Watch articles. Next up: In a new Shadows poll, UCG members may cast their ballots and make their real opinions known.