governance – Page 10 – St. Vincent de Paul USA Member Site

Jill Pioter
February 24, 2022

Succession Planning: A Brief Primer

Succession Planning: A Brief Primer https://members.ssvpusa.org/wp-content/uploads/2021/10/Council-Responsibilities-blog-graphic-Copy-1.jpg 1200 628 Jill Pioter Jill Pioter https://secure.gravatar.com/avatar/502dd18cd132413ad74f959d1d72f858?s=96&d=mm&r=g February 24, 2022 January 26, 2023

The National Governance Committee believes there are benefits to be gained by being a Vincentian leader. Consider these:

Leaders have a unique opportunity to grow in their own spirituality.
Leaders are in a unique position to provide help to those in need.
It is through leadership that our efforts are organized.
In order to be effective our efforts must be organized.
Leadership provides the opportunity for a member to learn firsthand what it means to be a Servant Leader.

An appreciation for Servant Leadership is important as is an overall understanding of the Society and its leadership. These can be gained in various ways, such as:

Attending Invitation for Renewal
Participating in an Ozanam Orientation formation program
Attending a Governance Training presentation
Discussions at new Council President or new Executive Director workshops
Incorporating them into the agendas for Regional or Council meetings
Developing outlines for use at (Arch)Diocesan and District Council meetings
Promotions at Regional meetings
Utilizing the Vincentian Pathway program
Utilizing SVdP’s Leadership Training Materials (Consider becoming a part of the Leadership Taskforce)
Considering numerous leadership courses offered through DePaul University

A part of Succession Planning should involve beginning the election process for Council and Conference presidents at a much earlier date than we’ve done in the past. This can be addressed by either amending bylaws or setting up a procedure to begin the nomination process about one year before a sitting president’s term expires and holding the election about six months before the newly elected president’s term begins.

A prayerful approach to the succession-planning process is strongly encouraged in keeping with the paramount importance of spirituality in the Society.

Jill Pioter
February 17, 2022

A Vitally Important Relationship

A Vitally Important Relationship https://members.ssvpusa.org/wp-content/uploads/2021/10/Council-Responsibilities-blog-graphic-Copy-1.jpg 1200 628 Jill Pioter Jill Pioter https://secure.gravatar.com/avatar/502dd18cd132413ad74f959d1d72f858?s=96&d=mm&r=g February 17, 2022 January 12, 2023

OUR RIGHT TO EXIST

The Society’s right to exist as a Catholic lay association is set out in Canon Law. However, we cannot do so without permission. We are allowed as a Catholic lay organization to serve within the diocese at the pleasure of and with the support of the Bishop. The Bishop has the right and authority to invite us to operate in his diocese as well as the right and authority to tell us to close up shop and leave. This holds true at the parish level as well. A Conference operates in the parish with the permission of the Pastor. It is extremely important to the Society that Council and Conference Presidents maintain an excellent relationship with the Bishop and Pastors in the Diocese. More so, it is the responsibility of the President to ensure that the relationship is a good one.

REGULAR REPORTING

The Bishop should be furnished with a full report of our activities, our results and our goals at least annually in a personal visit by the Council President. It should include ALL of our service by Conferences and Councils that exist within the Diocese. It should also include our National Consolidated Annual Report so the Bishop can assess our total impact and compare his Diocese to the rest of the dioceses in the country. As with the Bishop, the Pastor of a parish where a Conference exists should be furnished with a summary report of our activities and results at least annually in a personal visit by the Conference President. Quarterly, would be better if the Pastor has time. The Parishioners who support our work should have at least an annual report of how their money was used. This can be done in the parish bulletin or some similar method.

SPECIAL SITUATIONS

The Bishop and/or Pastor should be informed immediately of any incident that occurs that could result in significant harmful conflict or publicity. The Bishop and/or Pastor should never be placed in the role of having to clean up our mess. The Society should be proactive (after consulting with the Bishop and/or Pastor where appropriate) in dealing with any situation that comes up. Bishops and Pastors expect the Society to operate on its own, only keeping them informed where necessary. Resolve all differences with the Clergy no matter how small as soon as possible in a spirit of cooperation and common goal.

Jill Pioter
February 3, 2022

Council Finances

Council Finances https://members.ssvpusa.org/wp-content/uploads/2021/10/Council-Responsibilities-blog-graphic-Copy-1.jpg 1200 628 Jill Pioter Jill Pioter https://secure.gravatar.com/avatar/502dd18cd132413ad74f959d1d72f858?s=96&d=mm&r=g February 3, 2022 December 21, 2022

FULL DISCLOSURE (TRANSPARENCY)

Council finances should be fully disclosed to all members of the Council on a regular basis. They can be disseminated to all Vincentians through Council members or a regular mailing. The frequency depends somewhat on the extent of the Council’s financial activities, but no less than once a quarter. As with Council action items financial reports should be furnished to Council/Board members well before the Council/Board meeting.

There should be some basic training for all Council/Board members on how to read and understand a Balance Sheet and a Profit and Loss Statement. This needs to be given periodically as new Council/Board members begin their term.

AUDITS

If the Council has stores and/or special works, a full audit by a CPA or accounting firm should be accomplished annually. There are three levels of audits: Compilation, Review, and Full Audit. Select the one appropriate to the size and complexity of your Council. Those smaller Councils that have no stores or special works may plan and execute an informal audit. In any case, a Council audit should be performed annually.

A copy of the audit report should be given to each Council/Board member and discussed at the Council/Board meeting. Results of the audit should be made known to all subsidiary Councils and Conferences. Pay particular attention to any changes suggested to operations or record keeping that are in the report. The Council is accountable to its subsidiaries and upper Councils for the results of the audit. Statements on the audit of impropriety must be addressed before the next audit.

BUDGETS

A budget should be developed each year. The Council financial report should show how closely the operation is tracking with the budget each month. Any significant variance that develops should be dealt with in an established “process” manner. If the need for correction persists, action is required by the Chief Executive Officer/Executive Director, Board, or Council. Expenses can be well predicted. It is the income that is uncertain. Don’t fall into the trap of balancing the budget by simply increasing the expected income.

The budget should be formally approved by the Council. It should be treated as a governance document that the Chief Executive Officer/Executive Director and staff must operate within. However, staff should have the latitude to make decisions within the limits of the budget without exceeding those limits.

INSURANCE – CONSIDERATIONS

Adequate insurance coverages and limits should be maintained. It should include Directors and Officers Liability, Employee Practices, and Sexual Abuse coverage to protect the Council in addition to the normal coverages of Property, Liability, Vehicle, and etc. The Liability Insurance should include coverage for all members and volunteers. Annual evaluations should be made of all insurance policies.

An annual update of values should be done on all property insurance. Experts in appraisal, construction, banking, or insurance can be called upon to assist. The cost of insurance is extremely low in comparison to an uninsured or underinsured claim. Determine the cost to replace/rebuild with outside contractors, not the market value of the property.

In most cases of Council operations, limits of $1,000,000 would be considered inadequate. Establish limits with the advice of experts.

FUNDRAISING

Fundraising, as a general rule, is a long-term project. There may be various short-term fundraising projects that are planned but they should be part of a large effort. Develop a fundraising plan and work the plan over a long period of time. Adjust the plan as needed but the most important aspect is to make it a day to day process at all times. Don’t rely on a few resources; continue to search out new avenues to finance our work. The old tried and true may have been discovered by many other nonprofits resulting in less income than in the past.

RESERVE FUNDS

Establish a reserve fund if the Council has works that require payroll, bank payments or any other ongoing expenses. Decide how long a period of operation you would need to fund in case of loss of the normal source of funding or some operational disaster. This gives you time to adjust operations in case of unexpected losses in any year.

The Manual suggests 50% of annual budget (a six-month reserve). This may be too much depending on ongoing commitments and time to shut down various works if a critical situation arises. If financial results are negative, take corrective action as soon as possible to avoid invading the reserve fund.

Conferences and Councils with no extended obligations need little or no reserves. The money belongs to God’s poor. We are stewards of those funds.

SOLIDARITY

The Rule permits Councils at each level to assess its subsidiaries a solidarity contribution to help offset its cost of operations. This starts at the Council General International (CGI) and goes to each level beneath: National Council, Diocesan Council, District Council, and Conference. This is an obligation that each subsidiary must fulfill.

CGI assesses an annual solidarity contribution from National Councils. The National Council assesses an annual contribution from its Diocesan Councils, District Councils, and Conferences. Diocesan Councils can assess periodic contributions from its District Councils and Conferences. District Councils can assess periodic contributions from its Conferences.

The National Council makes its assessment in October of each year (the beginning of the fiscal year). It assesses to Councils and Isolated Conferences in each diocese. The Councils are expected to make the solidarity contribution. They are then expected, if they choose, to collect the appropriate portion of the contribution from their subsidiary Councils, Conferences, stores, and special works.

The members of the National Governance Committee wish you and your families a beautiful and blessed Christmas and a new year filled with the fullest measure of happiness and good health.

Jill Pioter
January 27, 2022

Council Operations

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PROCESS

All business should be done by process – not reaction to individual situations. Council/Board policies and management procedures form the processes. Once formed, the process should not be violated except for very serious reasons. Processes must be in writing. They can be either Council/Board policy or operational procedures.

MEETING AGENDA

All Council/Board agenda items are designated as either action items or information. A process is to be developed so all Council/Board members have all information on action Items well before the Council/Board meeting so all votes are based on informed opinions. There should be no action taken on any motion not fully disclosed. The only exception in Roberts Rules is a “motion to suspend the rules.” This motion only applies to the issue at hand and must be passed by a two-thirds vote. Then that matter can be brought up and acted upon. A typical time that this should be used is in the case of a serious time problem on a critical issue.

ELECTION – COUNCIL PRESIDENT

All elections are held in conformance with bylaws. The Nationally Approved Bylaws have the same authority as the Rule. As a result of the process that occurred when the National Council approved Part III of the Rule and the Nationally Approved Bylaws at the National Assembly in Chicago in 2005, every Council and Conference is expected to adopt a set of bylaws corresponding to the Nationally Approved Bylaws.

All Council elections should begin at the Conference member level. All ballots are secret. Ballots for this election are usually counted by the Spiritual Advisor and one other disinterested person. It is suggested that only the winner is announced, not how close or unanimous the vote may have been. Revealing the actual vote only creates problems no matter how close or wide the vote is.

Conference Presidents are expected to vote the way their members instructed. If a significant development occurs changing the situation, such as the withdrawal of one or more candidates, the Conference President should use his/her best judgment of how the Conference would vote and then cast the ballot. If the election is put off to another time, the Conference members should be given an opportunity to express their wishes in another secret ballot.

MANAGEMENT

The Council, Council President and Board are responsible for oversight of the management of the Council. However, if the Council has a Chief Executive Officer/Executive Director, the Council, Council President and Board are NOT responsible for the actual day to day management. The Chief Executive Officer/Executive Director is responsible for the business of the Council.

Typically, a Council will not hire a Chief Executive Officer/Executive Director unless it operated one or more stores or Special Works. The business activities of the Council are handled by the Chief Executive Officer/Executive Director. The Council, President and Board are responsible for the Vincentian work of the Council.

An issue with an individual, the clergy, or a Vincentian issue with the Council or a Conference is normally handled by the appropriate members of the Council/ Board. In many parts of the country, the Chief Executive Officer/Executive Director aids the Council/Board with some of those issues. However, the following principle should be kept in mind: The primary role of paid staff in the Society is to AID Vincentians in the work they must do; it is NOT to do their work for them.

OBLIGATING THE COUNCIL

The Council/Board is the only entity that can authorize an obligation to be placed on the Council. This authority may be delegated by the Council/Board in certain cases to specific persons. No new ministries or significant additional services are undertaken without Council approval. Obtaining a grant for a special work or service that will obligate the Council to continue even if the grant is not received in the following year is unacceptable planning. The cost of a ministry is not only the space or start-up cost; it is the continuing expense to operate year after year.

In most cases, the structure of the Society is such that the Council is incorporated, has its Tax ID (EIN), is insured and is the SVdP legal entity in its area of coverage. It provides legal authority and coverage to the Conferences, stores and special works that are its subsidiaries. Therefore, it is important that all Conferences, stores and special works submit their plans for grant requests and other new activities to the Council/Board for approval. Since the Council is the legal entity, the grant or new activity becomes the responsibility of the Council.

PLANNING

Planning, both long and short range should be a continuing process and examined in depth at least once a year. Times for regular annual planning meetings, usually before budget time, should be established and adhered to.

CROSSING INTO ANOTHER COUNCIL’S AREA

In 1979, the National Council passed a resolution that essentially stated that no Council or Conference can cross into the boundaries of another Council or Conference with the intent to set up operations of some work or do fundraising without their permission. This resolution was re-enforced by Resolution 104, passed by the National Council on April 12, 2013. For example, this prevents Council A from establishing a store or special work within the Council B boundaries without Council B granting them permission. The same holds true for targeted fundraising.

Jill Pioter
January 20, 2022

Paid Staff

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HIRING A CHIEF EXECUTIVE OFFICER/EXECUTIVE DIRECTOR

The Chief Executive Officer/Executive Director is hired by and reports directly to the Council/Board. Where there is a Board of Directors, the hiring of the Chief Executive Officer/Executive Director should be confirmed by the Council. The Council President serves as the communication link between the Council/Board and the Chief Executive Officer/Executive Director. It is important to remember that, although the Chief Executive Officer/Executive Director reports to the Council/Board, he/she does not have multiple supervisors. The Chief Executive Officer/Executive Director receives direction from one person, the Council President.

SUPERVISION

The Chief Executive Officer/Executive Director is the only employee who directly reports to the Council/Board. All direction and correction of the other employees is accomplished through the Chief Executive Officer/Executive Director. If the results are not satisfactory to the Council/Board, correction is made at the Chief Executive Officer/Executive Director level. There should be no direction by a well-meaning Council/Board member to a member of the staff. Because they are on the Council/Board does not give them the authority to manage staff. All direction to staff comes from the Chief Executive Officer/Executive Director or his/her designated representative.

In the case that a Council has paid staff but does not have a Chief Executive Officer/ Executive Director, then supervision of paid staff falls to the Council President who effectively becomes the President/CEO. This places a heavy responsibility on a person who is a volunteer.

PERSONNEL MANUAL

Once a Council has any paid staff, it is important to create and maintain an up-to-date Personnel Manual. All employment practices such as hiring, managing, grievance procedures, terminations, etc. are clearly written in a Personnel Manual. Job descriptions and pay scales by position should also be included. The Personnel manual must meet all national, state, and local laws. It should have a process defined for all phases of employee relations.

TERMINATION

So often in nonprofits, termination of an employee for any reason results in a demand for money. It is believed that nonprofits fear bad publicity and will pay if there is a threat to go public. Learn how to terminate properly.

Have regular, documented performance reviews. Terminate only for failure to perform to job standards after required opportunities to improve performance, or for violation of corporate policy or law. Always terminate in accordance with the personnel manual.

WAGES/WORKING CONDITIONS

The Council strives to meet its moral obligation of a fair wage and good working conditions. With the cost of employee’s wages, workers compensation, health insurance, etc., it is very difficult to offer as much as we would like. There is a movement throughout the country to evaluate and increase wages where necessary. Minimum wage is under scrutiny. This affects all SVdP operations where paid staff exists.

Survival of the Council is the bottom line. If a Special Work’s costs or employee costs in general won’t result in money to be used for the support of our missions, then fix it now or stop doing it. A number of Councils have gotten into financial trouble because they did not take action on this appropriately or in a timely manner. Thrift Stores and Special Works are effectively business operations and should be treated as such by leadership.

Jill Pioter
January 12, 2022

Servant Leadership Responsibilities

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***Excerpt from *Vincentian Life: Council***

OFFICERS

Servant Leadership

Officers are servant leaders and should strive to put the good of the Society, Councils, Conferences, Vincentians, poor and benefactors above their own. True servant leadership is a sacrifice given to God for the blessing of being able to help in service to his poor. What greater role model than Jesus. “And he that will be first among you shall be our servant. Even as the son of man has not come to be ministered unto, but to minister, and to give his life as redemption for many.” (Matthew 20: 27-28)

Training

Officers should seek out knowledge of responsibilities from training resources and guidance from the Society. The National Council has developed many resources for helping officers to understand their roles better. These resources can be found on the National Council members’ website under various Organization & Membership categories: Governance, Leadership Resources, Servant Leadership, and many more.

Training programs such as the Ozanam Orientation, Servant Leadership Workshop, and the Governance for Councils and Boards DVD have also been developed.

Experience/Limitations

Officers need to recognize their limitations of knowledge and experience. Unless they have similar leadership and business background, it is difficult to step into the position that is controlled by complex issues in all areas. Our leaders are chosen because they are wonderful spiritual Vincentians willing to take on the responsibility of being a Council President.
Some of them have not had knowledge, training or experience to operate the complex business side of our Society.
They do the best they can.
One new Council President said, “I don’t know anything about a budget for a business. I haven’t even made a written budget for my own family.”
He recognized his weakness and asked for help.

The real problems are: we don’t know that we don’t know and we ask for help too late. Help is available. The National Council has sponsored a mentoring program for Council Presidents and Chief Executive Officer/Executive Directors. Contact the National Council office or check the National Council website for information about this.

Seek Expert Advice

With the recognition of limitations, experts in the required fields of knowledge should be sought. Some of the areas are budgeting, taxes, EEOC, hiring, labor laws, accounting, insurance, legal matters of all kinds, personnel policies, pay scales and many others. There are willing helpers in every community. Make the effort to seek them out.

No Surprises (Transparency)

Good Vincentian leaders try very hard to build consensus before acting on significant issues. A cardinal rule of all business and even in life is, NO SURPRISES. Tell the facts as early as possible to those involved before the crisis decision time arrives.

Involve Everyone

No Lone Rangers allowed. An election should not turn over the management of the entire Council to the new President. The President doesn’t know everything and the President doesn’t do everything. The President must keep all of the members involved. This is NOT a personal ministry. Over the years, many Conferences and Councils have failed, many have folded, and many members have been lost because of the effects of a Lone Ranger.

No Absentee Presidents

If you accept the position of responsibility, you owe it to the Council and the Society to be actively involved locally and at required meetings in the Region and at the National level. If you don’t want the entire responsibility don’t just accept a couple of areas that you like. The President is expected to be present and involved throughout his/her term. This also means NO Snowbirds.

Succession Planning

One of our primary responsibilities of leaders of a Council is to leave the Council in as good or better condition when our term is up as it was when we became the leader. There is much more work to be done long after we are gone. We must do our share to be sure our Council is there to do it. This also includes the President making every effort to nurture future leaders in the Council. There is no automatic succession in the Society, so this means that the concepts of leadership should be regularly promoted.

Special Conditions

In the chapter on Conferences, mention was made of two special concerns: President’s term of office and inappropriate appointment of officers. Both of these conditions come into play at the Council level as well. The Council is not only to monitor this at the Conference level but within itself as well.

Jill Pioter
January 6, 2022

Conference Collaborations: Enhancing Our Network Of Charity

Conference Collaborations: Enhancing Our Network Of Charity https://members.ssvpusa.org/wp-content/uploads/2021/10/Council-Responsibilities-blog-graphic-Copy-1.jpg 1200 628 Jill Pioter Jill Pioter https://secure.gravatar.com/avatar/502dd18cd132413ad74f959d1d72f858?s=96&d=mm&r=g January 6, 2022 January 6, 2022

In August of 1833, Leon Le Prevost, a member of the first Conference who later went on to establish the Religious Order of St. Vincent de Paul, wrote: In this moment there is a great movement of charity and of faith…” The same could be said of our time and our place in this world. Although we are often distracted by negative forces, influences, and movements, we must never lose sight of the hearts of our non-Vincentian brothers and sisters who like us long to help others. We witness that concern and compassion flow out of the actions of individuals, families, corporations, faith-based groups, and civic organizations as they respond to natural disasters and other large-scale tragedies.

From the very early days of the Society, our founders understood the need to work collaboratively with the government and other organizations in order to better assist the poor and suffering. In December of 1833, the first Conference accepted the role of “Commissioners of Charity” for the administrators of the La Bienfaisance neighborhood. While our present-day Councils often enter into collaborative agreements and relationships, our local Conferences tend to function primarily in cooperation with other Conferences and Councils, seldom reaching out to other groups in their local area.

If Conferences are isolated and do not interact and cooperate with other local faith-based groups and charitable organizations, we are overlooking resources including potential volunteers who can assist us in providing assistance to our neighbors in need. By joining forces we not only increase our ability to help others but we also engage the community and provide others with the opportunity to be actively involved in helping those in need. Additionally, our outreach efforts help spread knowledge about the Society and our mission of charity and love.

On the Conference level, most collaborative relationships do not require a formal contract but more of a mutual understanding based on agreement in protocols and policies. Identifying groups in your area should be the starting point followed by outreach and relationship-building. Such relationships should start by sharing with the group’s leaders or members our history and mission, as well as letting them know how we currently serve those in need in our community.

The process must include a two-way conversation that provides us with an understanding of who they are and how they currently serve the community. Once that relationship is built, we can begin a conversation on how we can work together to benefit the needy, always keeping in mind that we can only function within the Rule of the Society. Just as we honor who they are and their procedures and guidelines, they must honor ours. For example, potential collaborative partners need to understand early on we cannot share funds with them or any project that our members are not involved in through person-to person contact with the poor.

When Frederic Ozanam helped to establish the Society, he envisioned a network of charity that would encompass the world. Vincentians are only part of that network. Our vocation calls us to reach out and serve beside other people of goodwill to help relieve poverty and injustice. By reaching out to them we can enhance the work of our Conferences and provide opportunities for them to join us in service to the least among us.

Such collaboration can make a huge difference. Ask yourself, “How can our Conference build relationships with other groups and churches?” With the help of others, we can do more and experience the love of Christ in those whom we serve and in those whom we serve beside.

Jill Pioter
December 15, 2021

More On Council Structure

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COMMITTEE STRUCTURE

Committee structure should mirror the National Council committee structure. Additional committees can be formed. The committees below are critical to Council success. Every Council should have a:

Governance Committee
Voice of the Poor Committee
Formation/Spirituality Committee
Growth and Revitalization Committee
Finance Committee

The above are not the only possibilities. Committees are advisory and a resource to help the Council/Board and/or management that doesn’t have time or expertise to research operational ideas.

When there is a difference of opinion between staff and Vincentians, the Vincentian’s access to a decision is to the Council/Board through a Council Liaison and the staff’s access to the Council/Board is through the Chief Executive Officer/Executive Director. The Council/Board makes all final decisions in case of conflict.
It is preferable that the Committee Chair is not a Board member. This increases Vincentian participation. It is recommended that no Vincentian should be a member of multiple committees. If a group of Vincentians are all on a number of committees together it creates a “Board” behind the Board as they can control the committee’s recommendations to the Board.

TAX EXEMPTION

Each Diocesan Council should have its own 501(c)(3) Tax ID number (EIN) and file a 990 Tax Return form annually as required. The National Council recommends that this tax-exemption should cover all subsidiary District Councils and Conferences (however, there are a number of possible corporate structures where this would not work well). Where there is no Diocesan Council, the District Council(s) should do this. The owner of the Tax ID number must file an annual 990 which includes the data from all of the subsidiaries that use that Tax ID.

The Society requires that all funds be separate from the Church and priests and deacons cannot be signers on Vincentian accounts. Because of this, Councils and Conferences are NOT to use the Diocese’s (or Parish’s) Tax ID number. Using their number would require turning over control of funds and operations to the Diocese/Parish.

DOING BUSINESS AS …

It is important for the Council/Board to understand the considerations that come into play when a Council allows its constituent Councils and Conferences to use its Tax ID (EIN). This creates a legal relationship between the Council and its constituents. It establishes what is known as a “doing business as” relationship. For example, the Council is doing business as “xxx Conference.” This relationship results in at least the following conditions:

The Council becomes fully responsible for the finances and operations of its
subsidiary.
If anything improper is done by the subsidiary, the Council, as the legal entity, accepts the responsibility and will suffer any of the consequences that come into play.
The subsidiary must provide to the Council a complete accounting of its finances and activity. This ensures the Council can submit a proper annual report to the Society aswell as an accurate 990 to IRS.
The advantage to the subsidiary is that it does not have to submit its own 990 to IRS.
The subsidiary cannot start any special programs or apply for grants without the approval/consent of the Council.
The Council must ensure that all current and new leadership at Council and subsidiary levels must be informed of this relationship.
The Council should also provide liability insurance coverage to its subsidiaries.
The annual audit of the Council should include its subsidiaries.

We are not able to provide a complete treatise on this legal relationship. There may be more issues to be considered.

COUNCIL BYLAWS

Every Council and Conference is expected to have a set of bylaws. Bylaws should be up to date, meet state law and be within the guideline Rule of the Society. When the new Rule was established in 2003-05, the structure of the Society that was in the old Rule was removed and placed in bylaws. Therefore, the nationally approved structure of the Society is defined in 10 documents published by the National Council. Those documents are model bylaws representing various approved structures for Councils and Conferences.

*As an addendum to the above information drawn from Vincentian Life: Council, the 10 model bylaws are:

Document 1. BYLAWS for Conferences without a Board of Directors
Document 2. BYLAWS for Conferences with a Separate Board of Directors
Document 3. BYLAWS for District Councils with a Separate Board of Directors
Document 4. BYLAWS for Archdiocesan/Diocesan Councils with a Separate Board of Directors
Document 5. BYLAWS for the National Council
Document 6. BYLAWS for District Councils with an Integrated Board of Directors
Document 7. BYLAWS for Archdiocesan/Diocesan Councils with an Integrated Board of Directors
Document 8. BYLAWS for District Councils without a Board of Directors
Document 9. BYLAWS for Archdiocesan/Diocesan Councils without a Board of Directors
Document 10. BYLAWS for Conferences with an Integrated Board of Directors

Jill Pioter
December 9, 2021

Focusing on Council Structure

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COUNCIL/BOARD STRUCTURES

Council and Board structure should be as recommended in Society Bylaws. Generally speaking, the following structures are typical within the Society. This allows for a wide variety of possibilities.

Diocesan Councils that have control over the corporate structure within the Diocese
District Councils within a Diocesan Council structure where the Diocesan Council has strong control
Diocesan Councils that have only little control over the Society within the Diocese
District Councils within a Diocesan Council structure where the Diocesan Council has little control
District Councils with no Diocesan Council that have control over the corporate structure of the Conferences within its area of coverage
District Councils with no Diocesan Council that have only little control over the Society with its area of coverage
Councils within the above structures have no formal Board of Directors
Councils within the above structures have an integrated Board of Directors
Councils within the above structures have a separate Board of Directors
Councils within the above structures have no special works of any kind
Councils within the above structures have stores and/or special works that they coordinate
Some Councils have good working relationships with their Bishop and some do not
Many Councils within the various above structures also have Chief Executive Officer/Executive Directors and other staff, both paid and unpaid.

COUNCIL/BOARD MEMBER TRAINING

Council and Board members need training on their responsibilities and personal liabilities on an annual basis. It is recommended that Council leadership check with an attorney in their state to be sure their Council meets state legal requirements. Better yet, they should seek a local attorney to address the Council leadership/Board on its legal responsibilities. Council/ Board leadership changes annually, so this type of training should be scheduled annually. It is good to have regular reminders of fiduciary responsibilities.

Insurance issues should be included as an annual review and training as well. Many who are in Council/Board leadership are not familiar with these issues; however, they are important and need to be understood by leadership.

COUNCIL/BOARD – CHIEF EXECUTIVE OFFICER/EXECUTIVE DIRECTOR RELATIONSHIP

When a Council has an Chief Executive Officer/Executive Director (or Chief Executive Officer) or other paid staff, the Council/Board sets the policy and the paid professional employees carry out the day to day work. The Council/Board decides what is to be done, the Chief Executive Officer/Executive Director decides how and by whom it is to be done. The Council does not make management decisions. The Council/Board makes policy decisions that define results expected and parameters that cannot be violated. They then match the performance of the Chief Executive Officer/Executive Director to the results the Council/ Board expected. For more information related to Council/Board – staff relationships, read “Governance: Council and Board” published by the National Council.

The Council/Board has final responsibility for hiring and oversight of a professional manager usually known as Chief Executive Officer/Executive Director. No one person, President, Executive Committee or small group should manage the Chief Executive Officer/Executive Director; although the Council President normally is the spokesperson on behalf of the Council/Board.

Only one person (typically the President) acts as a communication conduit to the Council.
The spokesperson should not give any significant policy directives to the Chief Executive Officer/Executive Director. That should be done by the Council/Board.
The Chief Executive Officer/Executive Director should be selected for her/his ability to manage the business of the Society with our Vincentian missions and principles in mind.

DISTRICT COUNCIL SIZE

When the number of Conferences in a District Council exceeds 10 or 12 a new District Council should be formed. The recommendation in The Rule is that no District Council should have more than twelve Conferences.

A District Council requires three Conferences before it can be instituted. The international standard is five Conferences; but the Council General International approved the U.S. to have three as the minimum.
When Councils become too big, the Conferences lose their voice and stop participating.
Once you pass the magic point in time to establish another District Council it becomes increasingly more difficult because of problems of splitting assets, special works and leadership.

As indicated in #3, problems of splitting assets, special works and leadership may be difficult as the Council grows past the recommended maximum. This holds true in a number of areas in the country where the number of Conferences in the District Council are in the 20s, 30s, and more. This is something that should be looked at early in the Council growth process.

Jill Pioter
December 2, 2021

Assisting and Guiding Conferences

Assisting and Guiding Conferences https://members.ssvpusa.org/wp-content/uploads/2021/10/Council-Responsibilities-blog-graphic-Copy-1.jpg 1200 628 Jill Pioter Jill Pioter https://secure.gravatar.com/avatar/502dd18cd132413ad74f959d1d72f858?s=96&d=mm&r=g December 2, 2021 November 2, 2022

FORMATION/TRAINING

The Council should provide formation and training to all members of the Council especially new Vincentians. The National Formation and Spirituality Committee has developed formation/training programs that are available across the country. The National website (www.svdpusa.org) has many documents, power points, etc. available that should be used to form and train Vincentians.

By a resolution of the National Council, all new members of the Society have to attend an Ozanam Orientation within their first year as a member. Also, any member, who is elected to or appointed to be an officer at any level in the Society, must have attended an Ozanam Orientation or must attend one within the first year as an officer. It is highly recommended that all members of the Society attend the Ozanam Orientation at least once. Attending the Ozanam Orientation every three to four years as a refresher is recommended for all members.

This places a burden on the Council. The Council must provide the Ozanam Orientation formation program within the Council area as often as is necessary to fulfill the requirements for training prescribed by the National Council. If the District Council lacks the resources to provide the Ozanam Orientation on an as needed basis, it should seek assistance from the next higher Council to provide this training.

CONFERENCE/COUNCIL VISITATION

Conference visitation by a District Council (District Council visitation by a Diocesan Council) is an extremely important responsibility of the Council. The Officers and Chief Executive Officer/Executive Director should each attend one Conference (Council in case of Diocesan Council) meeting each month to facilitate communications and solidarity with them. That means that five meetings a month could be attended if the President, Vice President, Secretary, Treasurer, and Chief Executive Officer/Executive Director each participate. In many District Councils, this would mean that each Conference is visited at least twice a year. For Diocesan Councils, coverage depends on the frequency of District meetings. A staff person should come along on some of the visits to explain what that department or special work does and how they can assist the Conference/Council.

YOUTH INVOLVEMENT

A planned program for youth involvement is very important. Many aids are available for recruitment, involvement and understanding how we can utilize one of our greatest assets. There are so many aids now available, such as brochures, outlines of how to start a youth conference, power point recruitment, and many more. There are Regional Youth chairs you can contact that are eager to offer ideas and assistance. With no intent to overuse an old cliché, “youth are our future.”

DIVERSITY

The United States is a melting pot of race, creed, language, and culture. It is important that our Conferences reflect the diversity of our local community within its membership. Councils should emphasize awareness of community demographics and assist Conferences to build their membership based on who comprises their community. Councils should also strive to develop diverse leadership both within the Conferences and Councils themselves.

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