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.

7.9.2.1 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. )


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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.

Sincerely,
Clyde Kilough, president
Jason Lovelady, treasurer
David Johnson, secretary