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UMCRM Association Structural and Legal Changes: From our Board Chair

08 Oct 2020 11:40 AM | Jen Burch (Administrator)


The past eight years (has it really been that long!?) since the launch of the UMCRM Association have flown by, pandemic time notwithstanding! It’s more difficult to see through “Covid lenses” a time when the biggest threats to camping ministries and our United Methodist camp and retreat community were the possible elimination of the camp staff position by Discipleship Ministries and the actions of a divided General Conference.


From Event to Association

I began my service on the board as the association was launched. Initially under the leadership of Jack Shitama, and followed by Kelly Peterson-Cruse and me, the board has spent the last eight years transforming an organization established in 1991 as the National Camp and Retreat Committee, Inc. (NCRC). The incorporation of the NCRC was pursued by active volunteers who had been working together since 1976. The NCRC’s original purpose was to plan and implement a national event every two years. Over the years that work expanded as passionate board members saw and addressed ministry needs in coordination with the camp staff person at Discipleship Ministries. The NCRC board has functioned as a management board, volunteering to implement programs on behalf of United Methodist Camp and Retreat Ministries across the country.


The move to reorganize as an association was a natural evolution acknowledging, 1) the expanding and essential work that had been done for years, and 2) the possible elimination of Discipleship Ministries staff support for that work. It was a prescient decision by those board members who preceded us, especially former chairs Mike Huber and Jack Shitama, and I/we owe them a debt of gratitude. The volunteer board, operating out of a management model, expanded its scope of work, recruiting and coordinating the vast talents of the new membership association to broaden the impact of the organization. As our mission says, we sought to “resource, advocate, inspire, and network,” to “RAIN,” on behalf of camp and retreat ministries. And though we began doing completely different work, we believed there was no need for structural change for NCRC, Inc. We assumed that with a change of name to UMCRM, a couple of bylaws tweaks, and some new policies and procedures, the board could continue its new work.


That assumption changed in the winter of 2019 as we were invited to submit a grant request to a family foundation for funding a full-time director for the Association. In truth, we began to feel the challenges of the decentralized nature of the recruitment and nomination process of jurisdictional elections as early as the departure of Ian Hall, our Treasurer, years before, when we realized we had no one on the board with the skill set to replace him. At-large positions allowed us to recruit for expertise, and we found ourselves able to operate fairly well, even though our desire for expanded operation continually outstripped our ability as a management board to ever feel “on top of things.” But as we anticipated the funding to be able to hire our first full-time Director, we realized that the board would have to change from its management model or risk falling into micromanagement and conflict. 


“Neither is new wine put into old wineskins; otherwise, the skins burst, and the wine is spilled, and the skins are destroyed; but new wine is put into fresh wineskins, and so both are preserved.”Matthew 9:17 NRSV


A New Model of Governance, and a New Structure to Support It

For the sake of clarity of responsibility, authority, and accountability – for ourselves as a board and for the Association Director we planned to recruit and hire – we decided to adopt a model of board policy governance. Knowing that we would always have members who would bring vision to the board table, we made the decision not to follow Carver-style policy governance strictly. Instead, in addition to developing policies to guide both board and staff operations, a la Carver, we chose to retain authority with the board to set “strategic direction” (but not strategy - this is an interesting and intentional choice, call me if you’d like to know more!) in partnership with the Director, and to delegate authority for finalizing and implementing strategic plans to the Director. This clear delineation of authority and responsibility would allow for the board to focus solely on the association’s governance and visioning work, and for the Director to assume responsibility for moving the association in the direction of vision set by the board.


We decided to include additional funding in our grant request for the director’s salary that would enable us to hire a nonprofit lawyer to manage the name change process for us. The lawyer advised us that the prospect of successfully acquiring a separate letter of determination from the IRS would be difficult for several reasons, including: the change of the nature of the organization from a committee to an association, the NCRC's previous inclusion under the UMC IRS letter of determination, and our desire to move the new organization to a less-restrictive state. He suggested that we establish a new non-profit organization with the UMCRM name and then apply with the IRS, simplifying the process and making the case for the IRS more compelling. We decided to go that route. While we were at it, we streamlined the bylaws and established governance policies to reset the structure and operations of the board.


The New Structure, a Lot Like the Old Structure

The most significant structural change is the number of board members. We’ve reduced the size of the board membership range from 15-17 down to 8-12. The move from full day-to-day operational management by the board to a staff-led organization governed by a policy board has allowed us to downsize, and we were further motivated by travel and meeting cost savings of thousands of dollars per year. In addition, though the board is authorized by its bylaws to establish committees, it currently has no plans or needs to do so. The operational volunteer committees that previously worked for the board (Education, Development, Membership, and the Event Design Team) will work for the association under the supervision of the Association Director. Streamlined board governance frees up more volunteer time and talent to accomplish the association’s many projects and initiatives.


While reviewing our bylaws, we learned from our attorney that while as an association we have “association members,” that the NCRC, Inc. was not organized as a “membership corporation.” So our annual meetings of the association to vote to set budgets, to elect board members, and other official board business were held without legal standing. They weren’t illegal, they just weren’t necessary to accomplish organizational goals. Running an organization with “members of the corporation” and ensuring that membership status, quora, and proxies were in place would add a layer of complexity unintended by this or any board. The new UMCRM, Inc. has been organized as a nonprofit corporation “without members,” even though we are a membership Association. It is the responsibility of the board to represent the fiduciary and missional interests of its owners and membership.



So, What Does This Actually Mean?

The board and staff are working hard to ensure that the transition to the new UMCRM, Inc. corporation goes smoothly enough to be unnoticed by our association membership. I want to list some of the more important and interesting implications of our organizational changes below. If unanswered questions remain, I invite you to contact me at russell.davis@umcrm.org, or to contact any of our board of directors.


Transition Process

  • UMCRM, Inc. is established and currently inactive
    • We received our separate IRS 501c3 status this summer!
    • Its initial board members and officers are the same as our current board for NCRC, Inc.
  • The Association will continue to operate as we have been as NCRC, Inc. through the end of the year
    • NCRC, Inc. will be dissolved effective 12/31/20
    • All NCRC assets, contracts, and records to be transferred to UMCRM, Inc. effective 1/1/21
    • Closing by year’s end will ensure that our 2020 990 filing can be NCRC, Inc.’s last
  • UMCRM, Inc. will have its inaugural annual meeting (the board meeting at which it elects officers) on January 7th, 2021

Board Membership and Nominations

As we pursued the goal of a smaller, more nimble board of directors, we sought to honor, to the greatest extent possible, the 

nominations of jurisdictional representative board members, the established operational and communication expectations of 

the association, and the service of all board members. Once we began meeting again in September, post Covid summer, we realized that we have neglected to reevaluate the nomination process for our at-large membership. That work is underway, with the goal of establishing a recruitment and nominating process that is transparent and external to the board for use this fall as needed.


Our current board of directors and officers for NCRC, Inc. is listed below. They are also the initial board for UMCRM, Inc. as it begins operations on 1/1/21.


Current NCRC, Inc. Board

Abi Fuesler At-Large Class of 2020 1st Term

Russell Davis SEJ Class of 2021    2nd Term

Brant Henshaw At-Large Class of 2021 1st Term

Cat Holbert WJ Class of 2021 2nd Term

Jody Oates NCJ Class of 2021 1st Term

Sam Richardson NEJ Class of 2021 1st Term

Sharon Godbolt At-Large Class of 2022 2nd Term

Jeff Parsons NCJ Class of 2022 1st Term

Ron Bartlow WJ Class of 2023 1st Term

Sarah Ratz SEJ Class of 2023 2nd Term

Arthur Spriggs At-Large Class of 2023 2nd Term

Joel Wilke SCJ Class of 2023 2nd Term


Initial/Current UMCRM, Inc. Board (named in 1023 filing)

Abi Fuesler -- Director 

Russell Davis - Director 

Brant Henshaw – Director

Cat Holbert -- Director

Jody Oates -- Director 

Sam Richardson -- Director 

Sharon Godbolt -- Director

Jeff Parsons -- Director 

Ron Bartlow - Director 

Sarah Ratz - Director 

Arthur Spriggs -- Director

Joel Wilke – Director 

Initial/Current UMCRM, Inc. Officers (named in 1023 filing)

Russell Davis - Chair

Ron Bartlow - Vice Chair

Sarah Ratz - Secretary

Brant Henshaw - Treasurer

Jessica Gamache - Executive Director


  • Board size range defined by bylaws changes from 10-15 to 8-12.
  • The reduction in board size has happened with natural attrition and board members’ decisions not to pursue additional terms of service.
  • Members completing their terms of service in January will bring the board into compliance with the single “elected” representative per jurisdiction as proscribed by the NCRC bylaws amended in January of 2019. (Those bylaws also prevented the early termination of “elected” jurisdictional reps, leading to the short-term non-compliance with a specific provision of the NCRC bylaws.) The revised UMCRM, Inc. bylaws maintain representation of the “historic” UM jurisdictions by one board member each. The maximum number of at-large positions allowed is reduced from 10 to 7, with the minimum number reduced from 5 to 3.
  • The revelation by our lawyer that our jurisdictions have no authority under either the old or new bylaws to elect members of the board leaves us with undefined nominations processes for both Regular and At-Large board members. The board is currently at work defining new processes for both types of board members that will be transparent and handled by a group external to the board.
  • The board is committed to the pursuit of diversity in its membership. By its nature, a governance board represents the interests of the association’s “moral ownership” (those whose interests are served by the association). Board members, therefore, do not “represent” any region (jurisdiction) or subgroup. But the unique experiences, perspectives, and understanding each board member brings to the work of governance enables their decisions to better serve the association, making diversity a critical priority, both in board membership and across all the volunteer work of the association.

In Closing

As previously mentioned, we anticipate that most of these changes will be enacted without being noticed by the association membership. In large part, that’s the motivation for my writing this blog. So many changes have occurred in recent years in the way our association operates, always with a view to serving our mission effectively and sustainably. In a little over a month we’ll celebrate the one-year anniversary of our Association Director! One big change we’re introducing this fall is Association membership for everyone in United Methodist Camp and Retreat Ministries, abandoning membership dues for what we hope is generous donated support from all of us. 


This collection of board-related structural and operational changes all in one spot is for your convenience, explained as fully as your attention might allow(!?), and offered with invitation of your comments and questions to ensure understanding. Please feel free to contact me at russell.davis@umcrm.org.



With gratitude for the opportunity to serve you,




C. Russell Davis, Chairperson

UMCRM Association Board of Directors




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