PARISH INCORPORATION
AN INTRODUCTION
Parish Incorporation
Study Committee
WHO ARE THEY?
Diocesan Pastoral Council
Bob Scala -- Chair
Gerry Davies -- Past Chair
Presbyteral Council
Fr. Dale Branson
Fr. Joe Lombardo/Fr. Dominico Pinti
Civil Lawyer
Gerry O’Meara
Chair
Fr. Al Schifano
Diocesan Finance Council
Nancy Stephan -- Chair
Tom Clancy -- Past Chair
Catholic Schools
Sr. Rosa Maria Ruiz, Supt.
Canon Lawyer
Fr. John Lyons
Key Staff
Tom Arnold -- CFO
Kathy Rhinehart -- Exec Asst
John Shaheen -- Property Mgr
A LETTER FROM THE VATICAN
ANALECTS FROM THE SACRED CONGREGATION OF THE COUNCIL
ON THE METHODS OF HOLDING AND ADMINISTERING CHURCH
GOODS IN THE UNITED STATES OF AMERICA
Lately some of the bishops, in light of present circumstances and of the special requirements of certain
places, have decided to seek the advice of the Holy See … that appropriate norms be set up for taking
care of temporal things for the whole republic of the United States of America.
This Sacred Congregation of the Council, to which the request was made, having taken into account all
these things, and first, through the Apostolic Delegate, having carefully sought out the opinion of the
Most Reverend Archbishops of that region, and sticking to that opinion, in plenary session on last July
29, have decided to propose and legislate the following:
1. Among the methods which are now in use in the United States for holding and administering church
property, the one known as Parish Corporation is preferable to the others, but with the conditions and
safeguards which are now in use in the state of New York. The Bishops, therefore, should immediately
take steps to introduce this method for handling property in their dioceses, if the civil law allows it. If
the civil law does not allow it, they should exert their influence with the civil authorities that it may be
made legal as soon as possible.
Letter of July 29, 1911
Ecclesiology of the Catholic Church
* The Church has been built upon and continues to
be governed by its Apostolic tradition.
* The canonical leadership of the Bishop and the
pastors is retained.
Ecclesiology of the Catholic Church
Our individually incorporated parishes:
* Autonomous in civil matters & certain canonical
matters
* Not autonomous from canon law nor from the
ecclesiology (the nature, constitution, mission, functions,
etc.) of the Roman Catholic Church.
* Must comply with canon law and also must conform to
the ecclesiology of the Catholic Church.
* Subsidiarity -- "What can be done at lowest level . . . . "
Ecclesiology of the Catholic Church
Is Incorporation of Parishes "Congregationalism"?
No. "Congregationalism" is a form of church
governance in which each local congregation is
autonomous in governance and matters of faith and
beliefs.
EORGANIZING the Diocese
WHY?
WHAT?
HOW?
EORGANIZING the Diocese
"The Diocese…is specifically authorized
and directed to transfer legal title to the
Parish Real Property to the Parish owning
such Parish Real Property upon its
formation as a religious non-profit
corporation."
From Order Confirming the Diocese Plan of Reorganization
The Civil Corporation
* Is formed by individuals who unite as an entity under the
law
* Has the status of an individual and can act according to its
charter to the same extent as any individual
* Has an existence separate from its Directors
A parish can incorporate as a non-profit corporation
under Arizona law.
* With or without members
* Has perpetual duration
* Has the same powers as an individual to do
whatever is needed to conduct its affairs
* Parishes in other states, such as Oregon, New
York, Rhode Island, California, Iowa and Wisconsin
have incorporated
Why should parishes incorporate?
* To reflect the REALITY that they are and always
have been separate entities.
* To assure proper and prudent management of
assets.
Challenges associated with incorporation
* Corporate procedure must be followed
* Corporate records must be kept
* Timely reporting required
* Costs in dollars and effort to set up, maintain
* Can be brought to court by third parties
What does the law entail?
Arizona Law
* Flexible, allows Corporations many options
* Non-member Corporations would have only Directors who would
appoint Officers
* Articles of Incorporation and a Certificate of Disclosure required
Canon Law
* A lawfully established parish IS a juridic person by the law itself.
* If it is a parish, then it IS a separate juridic person from the
Diocese and other parishes.
INCORPORATION MODEL
FOR DIOCESE OF TUCSON
ARTICLES OF INCORPORATION
Purpose:
manage the affairs of the Corporation (i.e., the Parish)
in strict conformity with and subject to the laws and
discipline of the Roman Catholic Church
ARTICLES OF INCORPORATION
Character of Affairs
* In general, confined exclusively for charitable, religious and educational
purposes
* In particular, exists for the ministering to spiritual and temporal
needs…in accordance with the tenets and polity of the Roman Catholic
Church
ARTICLES OF INCORPORATION
Earnings
* Officers, private persons, etc. cannot receive earnings of Corporation
* Reasonable compensation for services may be made
* Limited participation in influencing legislation is permitted.
* Campaigning for or against any candidate for political office is forbidden.
DISSOLUTION OF CORPORATION
* If dissolved, all remaining assets must be distributed
to a like (Roman Catholic) organization.
ARTICLES OF INCORPORATION
Boiler Plate
* Indemnification
* Composition of initial Board of Directors
* Known place of business
* Statutory Agent
* Incorporators
PARISH INCORPORATION
SPECIFIC ITEMS
PARISH INCORPORATION
Board of Directors
Pastor
Bishop
Mod. of the Curia
Lay Person
Lay Person
PARISH INCORPORATION
Officers of Board
Pastor
President
Bishop
Mod. of the Curia
Vice President
Lay Person
Treasurer
Lay Person
Secretary
PARISH INCORPORATION
Terms of Office
Pastor
President
Bishop
Mod. of the Curia
Vice President
Lay Person
Lay Person
Treasurer
Secretary
3 Year Term of Office
(One 2-year and one 3-year appointment initially, replacement elected)
PARISH INCORPORATION
Bishop retains right to disapprove or remove any Lay
Members of Board who are not registered parishioners
in full communion with the Roman Catholic Church
PARISH INCORPORATION
FULL COMMUNION WITH THE CHURCH:
"Those baptized are fully in the communion of the Catholic Church on this earth
who are joined with Christ in its [the Church] visible structure by the bonds of the
profession of faith, the sacraments, and ecclesiastical governance." (Canon 205)
Pastor
President
Bishop
Mod. of the Curia Lay Person
Vice President
Treasurer
DUTIES OF THE BOARD
* Required Duties
-- Perpetuate themselves
Observe Corporate formalities
Ensure Corporate records are kept
Meet at least annually
Provide for succession of officers
-- Approve purchase or sale of parish property
-- Enter into contracts
Directly or by delegation of authority to others
-- Banking Authority
Lay Person
Secretary
Pastor
President
Bishop
Mod. of the Curia Lay Person
Vice President
Treasurer
Lay Person
Secretary
DUTIES OF THE BOARD
* Optional Duties
-- The Board will review the actions taken on behalf of the parish to
insure:
that the expenditure of monies is appropriate
that the observance of donation restrictions are met
that the guidelines of the Diocese are being followed
-- Other duties that may be agreed to by the Board
PARISH INCORPORATION
By-Laws
Twelve Articles govern the internal affairs of
each Parish Corporation
PARISH INCORPORATION
By-Laws
Article I -- Names Directors and terms of office
Article II -- Procedure for election of Lay Directors
Article III -- Meetings of the Board
Article IV, V, VI, VII, VIII -- Officers and their duties
PARISH INCORPORATION
By-Laws
Article IX -- General Provisions
* Mandatory Parish and Finance Councils
* Vacancy in Office
* Handling of funds
* Proxy for Bishop and Mod. Of the Curia
PARISH INCORPORATION
By-Laws
Article X -- Compensation of Pastor & Parochial Vicars
Article XI -- Corporate Seal
Article XII -- Amendment of By-Laws
* Unanimous vote of Board and approval by Bishop
PARISH INCORPORATION
Parish Services Agreement
Purpose:
Under the agreement, the Bishop provides certain
administrative services to assist the Parish in its
operations
PARISH INCORPORATION
Parish Services Agreement
* Solely a service agreement with amendments
between the Bishop and the Corporation and no
partnership or other form of relationship is intended
* Compensation: The Bishop shall assess a
management fee (the Chancery Tax)
PARISH INCORPORATION
Parish Services Agreement
What are the Services?
* Human Resources
* Finance & Accounting
* Legal Matters
* Miscellaneous
PARISH INCORPORATION
Parish Services Agreement
For Parishes with Schools:
Service Agreement will include services and
relationship with Department of Catholic Schools
PARISH INCORPORATION
Corporate Resolutions
PURPOSE:
Corporate resolutions are the vehicles
by which each parish Board adopts
various Diocesan plans and programs.
PARISH INCORPORATION
Corporate Resolutions
RESOLUTIONS INCLUDE ITEMS SUCH AS:
* The Diocesan Safe Environment Program
* Personnel Programs including Personnel Policy Guidelines,
Employee Handbooks, Employee pension and health plans, etc.
* Property and Liability Insurance programs
* Building and Maintenance programs
* Fiscal Policy Guidelines
* School Regulations