United Church of God, an International Association
Council of Elders Meeting Report
Wednesday & Thursday, February 18-19, 1998—Monrovia, CA
The Council of Elders met in Monrovia, California, on Wednesday and Thursday, Feb. 17-18, 1998, to address primarily several issues recently raised by Treasurer Steven Andrews. The nature of most of their discussions required executive sessions, but they did break from that format to issue the following resolutions, all of which were unanimously adopted by the quorum present:
Appeal by the Treasurer
Whereas, the Treasurer has appealed to the Council of Elders to have the following four (4) items included on the agenda for the 1998 Annual Meeting of the General Conference of Elders in Louisville, Kentucky:
[1] Proposed Operations Plan for 1998-99, [2] Proposed Strategic Plan for 1998-99, [3] Proposed Budget for 1998-99, [4] Proposed Resolution for Recall of the Council of Elders, and
Whereas, the Council of Elders has thoroughly discussed these four (4) agenda items put forth by the Treasurer and has determined that they are in conflict with the Bylaws of the United Church of God, an International Association,
Now therefore, it is hereby resolved, that the Treasurer’s appeal to the Council to have the following four (4) items added to the agenda for the 1998 Annual Meeting of the General Conference of Elders in Louisville, Kentucky, is denied:
Proposed Operations Plan for 1998-99, Proposed Strategic Plan for 1998-00, Proposed Budget for 1998-99, Proposed Resolution for Recall of the Council of Elders, and
It is further resolved, that the denial of the appeal of these four (4) agenda items is based upon conflicts with the Bylaws of the United Church of God, an International Association.
Resolutions Submitted By the Treasurer and Placed with Call and Notice
Whereas, the following resolutions:
[1] Resolution to Affirm the Precedence of Scripture in the Governance of the Church,
[2] Resolution for Establishment of Budgetary Priorities,
[3] United Church of God Policy Statement on the Office of President,
[4] Statements of Position by Nominees for the Council of Elders,
[5] United Church of God Policy Statement on the Governance of the Church,
were given to the Secretary of the Council of Elders for inclusion on the agenda of the March 1998 Annual Meeting of the General Conference of Elders, just before Call and Notice was to be sent out on February 5, 1998, and
Whereas, there was no time for the Council to review said resolutions nor to seek advice from its legal counsel because of time limitations with respect to the mailing of these items with the Call and Notice agenda, and
Whereas, the Council, in consultation with its legal counsel, in a teleconference on February 12, 1998, and a face-to-face meeting on February 18, 1998, has now discussed these agenda items and found them to be at variance with the Bylaws of the United Church of God, an International Association,
Now therefore, it is hereby resolved, that the following resolutions are hereby withdrawn from the agenda of the March 1998 Annual Meeting of the General Conference of Elders, because they are at variance with and conflict with the Bylaws, they cannot proceed, since the Bylaws take precedence:
[same 5 resolutions were repeated]
Letter to the General Conference of Elders with Regard to Steven Andrews
Whereas, the Council desires to issue a letter to the General Conference of Elders with regard to the mailing by Steven D. Andrews dated February 11, 1998,
Now therefore, it is hereby resolved, that the Council formally approves the letter to the General Conference of Elders, a copy of which is attached and made a part of this resolution, in response to the mailing, dated February 11, 1998, by Steven D. Andrews, to the General Conference of Elders.
February 19, 1998
Dear Fellow Elders:
By now, most of you have received an extensive package of information from Mr. Steven Andrews dated February 11, 1998. This package contained items which were provided by Mr. Andrews to the Secretary less than two hours prior to the original deadline for the mailing of Call and Notice of the annual meeting of the General Conference. Four items, intended by Mr. Andrews with Call and Notice, were not included. However, five of his resolutions were included on the agenda.
On late Friday afternoon, February 6, 1998, Mr. Andrews appealed to the Council of Elders, the exclusion of these four items from Call and Notice. The Chairman acknowledged his appeal on Sunday February 8, 1998, setting a teleconference for Thursday, February 12, 1998, to consider his appeal. The Council considered the appeal on February 12, 1998, and determined that all submissions were in conflict with the Constitution and Bylaws, and tabled the discussion until a face-to-face meeting on February 18, 1998, to subsequently formalize a denial to the submissions. (According to his own admission, Mr. Andrews mailed his package before allowing the Council to render a decision on his appeal.)
The Council of Elders has now reviewed all of these items carefully and, exercising the responsibility granted to it by Section 8.6.2 of the Bylaws, concluded that (i) consideration of these items was not in the best interest of the Church and (ii) the adoption of these items would result in the disruption of the operations of the Church and significantly alter the organizational structure adopted by you, the General Conference of Elders.
With respect to the items included in the package for Call and Notice, it is our view that the proposals listed below, as submitted by Mr. Andrews to the Secretary and included in Call and Notice, seek to accomplish the following:
1. Usurp the power of the General Conference of Elders and/or Council of Elders by permitting any individual member of management or any individual member of the General Conference of Elders to unilaterally declare any act of the General Conference of Elders or Council of Elders null and void based upon the premise that such acts constitute “ungodly conduct.” Further, this proposal permits amendments to the Constitution and the Bylaws of the Church by simple majority vote of the General Conference of Elders, rather than the two-thirds majority required by Article 5.1 of the Constitution (or three-fourths vote required in the case of modification of an article respecting the Fundamental Beliefs of the Church.) [Resolutions to Affirm the Precedence of Scripture in the Governance of the Church, sections (2), (4) and (5), as submitted by Mr. Andrews.]
2. Overturn the decision of the General Conference of Elders with regard to the Home Office Relocation and defer such relocation until the Home Office Management Team (i.e., the President and Treasurer) deem it prudent. [Resolution for Establishment of Budgetary Priorities—last paragraph, as submitted by Mr. Andrews.]
3. Ascribe to the President powers which are currently assigned to the Council of Elders, thereby elevating the office of the President to a position of power equal to the entire Council of Elders. This resolution would hinder the operations of the Church by preventing the Council of Elders from fulfilling its duties without the permission of the President. [Policy Statement on the Office of the President, as submitted by Mr. Andrews.]
4. Ascribe duties and responsibilities given to the Council of Elders, as established by the Constitution and the Bylaws, to the General Conference of Elders. [Policy Statement on the Governance of the Church—last paragraph, as submitted by Mr. Andrews.]
The submission of these documents, in this manner, circumvents the authority of the Council of Elders, and they are contrary to both the Constitution and the Bylaws of the United Church of God, an International Association. The Council of Elders could not, in carrying out its fiduciary responsibilities towards the Church bestowed upon it by the General Conference, permit these actions to go unanswered.
The Council of Elders intends to act immediately to improve communication with the auditors of the Church, Coopers & Lybrand, LLP, and correct any misunderstandings that may have developed over the past few weeks. The Council will make its best efforts, through prompt intervention, to mitigate any damage that may have occurred.
With deep respect,
Robert Dick on behalf of the Council of Elders
Reprimand to Steven D. Andrews
Whereas, the Council of Elders has the fiduciary responsibility as the governing body of the United Church of God, an International Association, and
Whereas, there have been new developments regarding the presentation of unauthorized material by the Treasurer, Steven D. Andrews, to members of the General Conference of Elders in an attempt to circumvent the authority of the Council of Elders, the submission of such material representing an effort to disrupt the operations of the Church and significantly alter the organizational structure adopted by the General Conference of Elders,
Now therefore, it is hereby resolved, that the Council demands a written apology and retraction, from the Treasurer for all those items in the packet with his letter dated February 11, 1998, to be issued to the General Conference of Elders, the Council of Elders, and all individuals to whom the packet of information was sent, and
It is further resolved, that such written apology and retraction is to be delivered to the Chairman, Robert Dick, no later than 12 noon Pacific Standard Time, Tuesday, February 24, 1998, for distribution to the General Conference of Elders, the Council of Elders and all such other individuals to whom the packet was mailed by the Treasurer.
Council members present at these meetings were Gary Antion, Bob Dick, Roy Holladay, Victor Kubik, Dennis Luker, Les McCullough, Burk McNair, Leon Walker and Don Ward.
The Council next meets by teleconference on Wednesday, Feb. 25, to discuss the amendment process, the request of elders who cannot attend the annual meeting but wish to ballot absentee, and any other issues the Council may need to finalize before the annual meetings.
—Clyde Kilough