Board of Trustees MEETING: April 13, 2020, 8:00 pm, Eastern Time Pursuant to notice duly given, this executive session meeting of the Board of Trustees of the Unitarian Universalist Association was held via Zoom conferencing. MEMBERS PRESENT: Genevieve Baldwin (youth trustee), Greg Boyd, Kathy Burek, Pablo de Vos-Deak (youth trustee), Suzanne Fast, Susan Frederick-Gray (President), Mr. Barb Greve (Co-Moderator), Sarah Dan Jones, Sherman Logan, Manish Mishra-Marzetti, Patrick McLaughlin, John Newhall, Lucia Santini Field (Financial Advisor), Tom Schade, Elandria Williams (Co-Moderator) ADDITIONAL PARTICIPANTS: Carey McDonald (Recording Secretary & Executive Vice President), Andrew McGeorge (Treasurer), LaTonya Richardson, Barbara de Leeuw, Bill Young, Rebecca Throop, Charles Du Mond, Leslie Takahashi, Marcus Fogliano, Danielle Di Bona, Chris Buice Meeting Minutes EXECUTIVE SESSION Co-Moderator Elandria Williams opened the meeting at 8:00 pm, and members shared a brief personal check-in. The Board entered Executive Session for the purpose of considering sensitive business and fiduciary matters. It was reported that the Board unanimously approved the following items: • “Findings and Resolutions of the Board of Trustees of the Unitarian Universalist Association of Congregations Concerning GA 2020 in Providence, Rhode Island” (attached). • Proposed GA 2021 rates, so that in-person registrations from 2020 could be partially applied to 2021: • Affirmation of the UUA’s application for a Paycheck Protection Program federal stimulus loan. • Affirmation for the work of UUA staff, in particular General Assembly and Conference Services Director LaTonya Richardson, in preparing to transition to a virtual General Assembly. 24 Farnsworth Street, Boston MA 02210 | P (617) 742-2100 | F (617) 367-3237 uua.org The meeting closed 9:00 pm. Respectfully submitted, /s/ Carey McDonald Recording Secretary 24 Farnsworth Street, Boston MA 02210 | P (617) 742-2100 | F (617) 367-3237 uua.org FINDINGS AND RESOLUTIONS OF THE BOARD OF TRUSTEES OF THE UNITARIAN UNIVERSALIST ASSOCIATION OF CONGREGATIONS CONCERNING GA 2020 IN PROVIDENCE, RHODE ISLAND (ADOPTED ON APRIL 13, 2020) WHEREAS, the Bylaws of the Unitarian Universalist Association (the “Association”) provide that the business of the Association shall be conducted at meetings called “General Assembly,” and that “General Assembly shall make overall policy for carrying out the purposes of the Association and shall direct and control its affairs”; WHEREAS, since the 1961 merger of the Unitarians and the Universalists (“UUs”), the Association has held a General Assembly in June of each year (“GA”), after most schools have closed and before summer vacations have begun in an effort to maximize attendance from adults and youth, in different parts of the United States and Canada; WHEREAS, General Assembly brings together ministers, religious educators, delegates from the majority of the over one thousand member congregations in the Association, and other UUs, to make business decisions about the functioning of the Association, to worship as a gathered faithful body, to provide informative, inspiring and educational and workshops that help attendees learn strategies for strengthening our congregations, to further the social justice work of the UU faith movement, and to engage in other related events, all to foster a sense of community, a deepening of faith, and greater connection to the UU faith tradition which traces its roots back hundreds of years; WHEREAS, the Bylaws of the Association provide that “[t]he Board of Trustees [the “Board”] shall act for the Association between General Assemblies”; WHEREAS, in 2017, the Board selected Providence, Rhode Island, as the city in which to hold General Assembly in June 2020; WHEREAS, the Association books convention space years in advance because, based on decades of experience planning GA, the Association knows the amount of time required to organize GA, with planning tasks including, without limitation: A. contracting with nationally-recognized individuals to speak and present at GA; B. coordinating among the Board of Trustees, UUA administration and senior leadership, staff groups, and hundreds of musicians, ministers and worship leaders; C. organizing volunteers from around the country to staff and/or assist with various aspects of GA; including: (i) ushers for large gatherings; (ii) conference room set-up; 1 (iii) event flow; and (iv) technology needs (the “tech deck” is staffed by more than a dozen technology professionals); and (v) Youth and Young Adult Leadership and Staff; WHEREAS, because of the preparation required and details requiring attention, each year in April before June GA, the Association hosts a meeting in the host city where it transports – at its expense – its Volunteer GA Planning Committee, Youth and Young Adult Leadership and Staff, National Volunteers and others to tour the space and finalize logistics regarding room assignments, set-up diagrams, assess technical needs and event flow, and to explore the surrounding neighborhood to assess the accessibility of public transport, sidewalk cutouts, wheelchair/scooter access at neighboring eateries and public restrooms and parks, as well as to identify food options for the overwhelming number of constituents with food allergies and restrictions, yet was unable to hold this meeting due to current travel and business restrictions; WHEREAS, the Association held General Assembly 2014 at the Rhode Island Convention Center (“RICC”) in Providence, an assembly attended by over 4700 registrants, more than 95% of whom came from states and the District of Columbia outside the state of Rhode Island; WHEREAS, because the Association expected a similar number of attendees at GA 2020, it entered into a contract with the RICC and its management company dated as of October 2, 2017, to license the entire 100,000 square feet of space at the RICC, plus meeting space at the adjacent Dunkin’ Donuts Center, from Monday, June 22, 2020 through Monday, June 29, 2020 (the “RICC Contract”), to hold the General Assembly 2020 convention (“GA 2020”); WHEREAS, pursuant to the RICC Contract and accompanying cover letter, and other communications between the parties concerning that contract, the parties’ shared principal purpose in entering into that contract was to provide the Association with space to conduct the GA 2020 convention for several thousand people; WHEREAS, because the Association expects thousands of people from outside of Rhode Island to attend GA 2020 at the RICC, it entered into contracts with eleven hotels and colleges in Providence (together, the “Lodging Contracts”) to provide lodging and additional conference meeting space. Specifically, it entered into agreements with the following facilities for the following number of room nights and dates: • Homewood Suites by Hilton (Downtown Providence), for 145 room nights from June 22-29, 2020; • Residence Inn Providence Downtown Hotel, for 135 room nights from June 19- 29, 2020; • Providence Courtyard by Marriott, for 577 room nights from June 21-29, 2020; 2 • Hilton Providence, for 667 bed nights from June 20-29, 2020, plus thirty-five conference rooms and ballrooms, as well as a commitment to food and beverage sales; • Johnson & Wales University (“JWU”), for a minimum of 50 and a maximum of 150 rooms per night from June 24-29, 2020; • Marriott Providence Downtown for 577 room nights from June 21-29, 2020; • Omni Providence Hotel for 2608 room nights from June 20-29, 2020, plus meeting and function rooms to be determined, as well as a commitment to food and beverage sales; • Providence Biltmore, currently operating as “The Graduate Hotel” for 956 room nights from June 20-29, 2020, plus meeting and function space, as well as a commitment to food and beverage sales; • Renaissance Providence Downtown Hotel for at least 667 room nights from June 20-29, 2020; • Hotel Providence for 139 room nights from June 21-28, 2020; and • Rhode Island School of Design (“RISD”) for an estimated 130 residents from June 24-29, 2020; WHEREAS, the Lodging Contracts and any conference rooms reserved therein, and communications between the parties concerning the Lodging Contracts, demonstrate that the shared purpose of those contracts was to provide lodging for people to attend a convention, including General Assembly, in Providence in June 2020; WHEREAS, on January 21, 2020, after the Association had entered into the RICC and Lodging Contracts, the Center for Disease Control and Prevention (“CDC”) confirmed the first case of COVID-19 in the United States;1 WHEREAS, on March 9, 2020, Rhode Island Governor Gina Raimondo (“Governor Raimondo”), issued an Executive Order entitled “Declaration of Disaster Emergency,” for the period through April 8, 2020, “due to the dangers to health and life posed by COVID 19,”2 a 1 See Press Release, CDC, First Travel-related Case of 2019 Novel Coronavirus Detected in United States (Jan. 21,2020), https://www.cdc.gov/media/releases/2020/p0121-novel-coronavirus-travel-case.html (attached hereto as Exhibit 1). 2 See RHODE ISLAND & PROVIDENCE PLANTATIONS GOVERNOR’S OFFICE, EXEC. ORDER 20-02: DECLARATION OF DISASTER EMERGENCY (Mar. 9, 2020), http://www.governor.ri.gov/documents/orders/Executive-Order-20-02.pdf, (attached hereto as Exhibit 2). 3 declaration that she has extended to May 8, 2020, pursuant to her Fifteenth Supplemental Emergency Declaration – entitled “Extension of Declaration of Disaster Emergency”;3 WHEREAS, on March 11, 2020, the World Health