Preamble:

In 1995 the United Church of God, an International Association, came into existence, born
reluctantly but of necessity. In the aftermath of an unprecedented doctrinal upheaval in the
Church, hundreds of elders and thousands of members were finding themselves in a chaotic and
confusing time, desperately desirous of preserving the truth of God, yet severely challenged on
issues concerning organization, unity, and working in harmony. Fifteen years later those
challenges still exist. Many would assert that the existence of so many Church of God offshoots
today is due in large part to those core problems of governance and organization. Many would
further maintain that within a number of these church groups’ ministers and members find
themselves still wrestling with serious internal conflict due to various organizational problems.
The United Church of God, much to the growing frustration of many elders and members, is no
exception.

From our inception at the initial organizational conference in Indianapolis, we have regularly
faced problems over governmental roles. In our earliest years we watched with dismay a struggle
arise between the Council of Elders and the President, culminating in a crisis that deeply divided
and nearly destroyed the United Church of God. In subsequent years we have seen lessthreatening,
but certainly disrupting, philosophical shifts back and forth within the Council
regarding its role vis-à-vis management versus governance. In recent times more and more
members of the General Conference of Elders have been expressing questions and frustration
over understanding and effectively executing their governing role in the church.

Early on in our history we undertook a thorough Scriptural examination of godly governance,
concluding that the most important component to church leadership was not structure, but
righteousness and conversion. The doctrinal principles laid forth in the Godly Governance study
paper are the spiritual underpinnings that determine the success of any church governmental
structure. Both the Bible and experience teach that organizational structure itself will never
insure godly leadership, but that only righteousness and conversion in leaders themselves will
result in righteousness in governance.

Some would maintain, therefore, that it doesn’t matter what type of structure we have, that if we
just behave in a godly, righteous manner everything will be fine. Theoretically, there might be
some truth in such an assumption. However, reality tells us that all structures are likely to present
certain challenges, and probably some more than others. Interestingly, leaders in the Seventh
Day Adventist church, speaking from over a century of experience, warned three of our Council
members in 1996 that while our governing documents were well constructed, our system held a
singular inherent weakness and threat: it would be easy for our governance to turn political.

We designed our governing documents with good intentions and hoping the best, but completely
from inexperience and probably with a good dose of naivety. Now, in retrospect, 15 years of
history has proven sufficient to strip away our innocence and reveal that our governance system
has indeed both strengths and weaknesses.

It is highly alarming, though, to see that we havereached a point where the weaknesses have
begun to frustrate and divide people, stymie the workGod has given us to do, and foster fears
in ministers and members alike that another church split is looming if we cannot resolve some
of these divisive issues. For example, we have already seenthis year a proposed amendment
to insert the casting of lots into the decision-making processesfor choosing our leadership.
Although it failed to garner the required support for a place on theGCE agenda, the fact that
such an unusual step was introduced indicates a growing level of deepdissatisfaction. Many
elders who did not support this proposed amendment agreed with itspremise, however, that
politics has insidiously crept into the governance of the church at variouslevels.

We realize from Scripture that the core answer for such divisive problems is righteousness. That
is and always will be the foundation of godly leadership (Proverbs 29:2), and no one is exempt
from that requirement.

But is it possible that a system of governance can, regardless of the best intentions behind its
creation, have serious inherent flaws that may increase the likelihood of politics being able to
make subtle, sinister inroads?

Is it possible that a structure can be so complex as to be confusing and difficult to be effectively
coordinated?

Is it possible such a structure can have areas so lacking in clear definition that certain important
matters are subject to diverse interpretations, resulting in shifting styles of leadership and
management of the affairs of the Church?

Is it possible that a structure can be so cumbersome that needed changes to correct any
fundamental flaws cannot be easily and rapidly accomplished through an annual process that
tends to target only isolated issues?

Is it possible that if elders become increasingly disaffected and/or disinterested in participating,
the level of confidence in either the system or its leadership will steadily erode?

If these and other possibilities are real, to what conclusion will that eventually take the Church?
How much will God bless and lead us if we do not examine and make necessary course
corrections?

We firmly believe that these are “handwriting on the wall” questions that identify some of the
burning issues facing the United Church of God at this crucial time. We further believe that
many elders share our opinion that we must undertake an official, comprehensive, and thorough
review of the strengths and weaknesses of our current governing structure and make whatever
changes are necessary to correct the flaws.

It is always in the best interest of any organization to confront and change any systemic flaws
that prevent its governing structure from functioning as optimally as possible. How much more
so for the Church of God, which teaches its members that self-examination and correction is a
fundamental spiritual requirement for growth and God’s blessing? We are still young, as an
organization, but it would be a mark of maturity to have the courage to address, admit and adjust
organizational shortcomings and inadequacies.

However, even if 100% of the elders were to now agree on the need for such a systemic review,
we do not have a process in place to accomplish this. This is no one’s fault; it is simply a matter
that at the time of crafting our governing documents we did not anticipate the need and include
any type of procedure for governmental review. The purpose of this resolution, therefore, is to
outline a method for such review and to commission an ad hoc task force that can effectively
address this critical need facing the United Church of God.

We understand that righteous behavior, which will improve any of us as individuals within the
Church of God, cannot be legislated; however, we can, and must, legislate institutional and
structural change if it will improve our system of governance. Given the frustrations and threats
that face the ministry and membership of the United Church of God today, the time has come to
take the steps necessary to do so.

Resolution:
Whereas, the General Conference of Elders believes that it currently wears a heavy mantle of
leadership responsibility for the health of the Church of God, under the direction of Jesus Christ;
and

Whereas, we believe God led us in 1995 to come together and collectively organize the United
Church of God, an International Organization, with the goal of preserving the truth, preaching
the gospel, and serving the brethren; and

Whereas, we recognize that our ability to effectively function as God’s Church requires not only
the highest spiritual standards, integrity and conduct, but also the most effective governmental
structure possible; and

Whereas, we recognize that our current governmental system, for all of our good intentions in
establishing it and for all its strengths, does contain inherent weaknesses which, if not identified
and corrected, will deeply and irreparably damage the United Church of God,

It is hereby resolved, that the General Conference of Elders shall establish a Governance
Review Task Force to thoroughly examine our governmental structure and report to the General
Conference of Elders its findings and recommendations for improvement; and

It is hereby further resolved that this Task Force will be selected according to the following
procedure:

a. A nine-member ad hoc Selection Committee shall appoint the Governance Review Task
Force. The Selection Committee shall consist of the current and past Chairmen of the
General Conference of Elders (Robert Dick, Roy Holladay, and Clyde Kilough); the
current and past Officers of the Corporation (Les McCullough, Tom Kirkpatrick, Jason
Lovelady, Gerald Seelig, and David Johnson); and one of the primary authors of our
Constitution and Bylaws (Jim Franks). If any of the above is unable or unwilling to serve
in this capacity the sponsoring officers of this resolution shall name the replacement(s).

b. The Selection Committee will, as its first course of action, select its own chairman to
steer it through its work.

c. Within 30 days from the approval of this resolution the Selection Committee will appoint,
by a process it shall determine, a Governance Review Task Force comprised of no more
than 13 elders, consisting of the following:

i. At least three members of the General Conference of Elders who have historical
experience with the governing documents of the United Church of God;

ii. At least three members of the General Conference of Elders who have relevant
legal/organizational/management experience;

iii. At least three members from among the Selection Committee (neither are
members of the Selection Committee prohibited from being among those listed in
c.i and c.ii).

iv. In addition, the Legal Counsel for the United Church of God must be included as
a non-voting advisor to the Governance Review Task Force.

d. Upon completion of this duty the Selection Committee is disbanded, and the work is
turned over to the established Governance Review Task Force; and

It is hereby further resolved that the then selected Governance Review Task Force is charged
with the following (not necessarily in order of importance or chronology):

a. To select from among itself a chairman, secretary, and any other positions it deems
necessary to accomplish its tasks.

b. To maintain throughout its work the highest possible level of objectivity, reliance on
facts alone and the utmost in professionalism.

c. To provide a summary of our organizational history (including that prior to our forming
in 1995), analyzing the general challenges and specific problems we have had to deal
with and to what extent our governance system contributed to resolving these
problem(s), contributed to creating the problem(s) or, perhaps under a different
configuration, could have alleviated or eliminated the problem(s). The primary focus will
be, of course, on the United Church of God’s experience. This historical performance
analysis should be measured in light of the following:

i. Biblical examples and principles, especially in light of the church’s published
Godly Governance study paper

ii. Best practices in terms of effectiveness (doing the right thing) and efficiency
(doing things right)

iii. Required legal constraints

iv. Any other measurements the committee determines to be important factors.

d. To ensure that all members of the General Conference of Elders have opportunity for a
voice in the process, including, but not limited to, the following:

i. Standardized interviews (written and/or oral) with all former and current Council
of Elders members, officers and operation managers (who are still members of
UCG);

ii. A comprehensive survey of the General Conference of Elders.

e. To call upon, if it deems necessary or helpful, qualified elders and members to seek input
or advice on specific matters.

f. To determine, as soon as possible, a realistic, but conservative, time frame in which to
complete its work, and to communicate that proposed schedule to the General
Conference of Elders. The Task Force should devote full attention and energy to this
responsibility, with the understanding that the General Conference of Elders desires this
important duty to be accomplished in a timely manner.

g. To publish, upon completion of its findings, a report for the General Conference of
Elders (which may be shared with the membership), with emphasis in the report on
recommendations for making improvements to our governing system(s). The General
Conference of Elders will then have a 45 day period in which to review this report and to
submit input to the Task Force. The Task Force shall establish the system for receiving
this input.

h. To review, after the 45 day period, all the input from the General Conference of Elders
and incorporate any revisions, edits or additions the Task Force deems prudent.

i. To publish a final report with any proposed recommendations for changes, plus a
recommendation for the method in which proposed changes could be put before the
General Conference of Elders for ballot (including, but not limited to, a special meeting
of the General Conference of Elders).

Submitted by the officers of the Corporation, in accordance with Bylaw 7.9.2:

Clyde Kilough, President
David Johnson, Secretary
Jason Lovelady, Treasurer