Last Updated: 1/14/2025
Purpose
To establish requirements and procedures for Parishes when it is necessary to obtain approval for certain transactions or corporate actions from all members of the Parish Corporate Board in the form of a Proxy or other type of corporate resolution, and, when necessary, other Canonical Approvals.
Policy
I. The following actions by a Parish require written approval of all five members of the Parish Corporate Board, which is customarily done via a Proxy:
1) Purchase of personal property in excess of the Proxy Threshold;
2) Purchase of real property in any amount;
3) New building construction, renovation, or restoration projects in excess of the Proxy Threshold regardless of the source of the funds;
4) Any significant change to worship spaces that are connected to the celebration of the sacraments, including but not limited to, the altar, the tabernacle, the baptistery, the crucifix, addition or removal of a communion rail, or the orientation of the sanctuary (all of these items also require approval from the Office of Worship);
5) Establishing cemeteries, Columbaria, or engaging in feasibility studies related thereto (see also Policy N. 213 Parish Cemeteries and Columbaria);
6) Maintenance projects in excess of the Proxy Threshold;
7) Construction change orders which increase costs by 10% of the amount of the original approved project;
8) Loans, mortgages, or lines of credit from lending institutions;
9) Consolidation or refinancing of loans;
10) Revision of mortgages, loans, lines of credit;
11) Contracting with architects or planners for renovations or building projects;
12) Contracting with fundraising consultants for building projects;
13) Engaging in feasibility studies for building projects;
14) Initializing a feasibility study or a capital fund campaign.;
15) Establishing, modifying or terminating endowments (typically done through a corporate resolution signed by all members of the Parish Corporate Board);
16) Amendments to the Parish corporate articles or by-laws.
17) Leases of Parish property (real or personal) for less than one year. (This does not apply to priests living in a Parish property where they are not currently assigned.)
II. The following actions by a Parish require Canonical Approvals, in addition to written approval of all five members of the Parish Corporate Board:
1) Sale of real property in any amount;
2) Sale of personal property valued in excess of the Proxy Threshold;
3) Construction of new church building;
4) Initiating a program of financing by the issuance of instruments such as bonds;
5) Transfer of real property rights such as temporary or permanent easements, liens, options, and contracts for deed;
6) Resolving litigation or potential litigation claim(s) by financial settlement where the cost to the Parish is in excess of the Proxy Threshold;
7) Leases and agreements for the use of any Parish property for a term of one year or longer. (This does not apply to priests living in a Parish property where they are not currently assigned.)
8) Demolition, annexation, or transfer of property.
9) Loans, mortgages, or lines of credit from lending institutions in the amount of $3.5 million or greater.
III. All corporate resolutions and Proxies must be duly recorded so that all actions of the Parish corporation are readily at hand for future reference. Since Parish corporations are incorporated under the laws of the State of Minnesota, care must be taken that the above requirements for legal corporate action are observed. All requests for Proxies must be signed by the Pastor and all Trustees.
IV. The Proxy request letter should follow the form of the Proxy request letter template (attached to this policy). The letter must include:
1) Detailed description of the request;
2) Rationale for the request;
3) Cost estimate (a cost range if a specific amount is not known);
4) Source of the funds required for the proposed expenditure;
5) Other supporting documents (lease agreements, purchase agreements, quotes/estimates, etc.);
6) Name of architect and contractor, when applicable.
7) Confirmation that the Parish Finance Council has been consulted, offered its advice regarding, and approved the substance of, the Proxy request.
V. In order to receive required approvals, at least 50% of the expenditure is required in cash and the remainder in capital campaign pledges. In addition, the Parish must be current on its obligations to the Archdiocese (assessments, general insurance program and priest benefits) and other trusts (lay pension, priest pension and lay medical/dental benefits) or have an executed Financial Cooperation Agreement with the Archdiocese for past due amounts.
VI. All agreements, contracts, and leases must be reviewed by legal counsel of the Parish and a representative from the service office of the Archdiocesan insurance program.
VII. Transactions that require Canonical Approvals will not be approved until the AFC and College have convened at a regularly scheduled meeting. It is necessary to submit these Proxy requests well in advance of the required approval to ensure proper consultation and discussion by these bodies. It may take up to 120 days to obtain approval for such transactions. Please plan accordingly.
VIII. For all Canonical Approvals, the following process is required:
1) The Parish must first contact the Archdiocesan Chief Financial Officer (CFO) prior to entering into any agreements or making any decisions that are binding on the Parish. The Parish must provide the CFO with the following information:
a) An overview of the action the Parish is considering and the rationale for the action;
b) Verification that the Pastor has consulted with the Trustees, the Parish Pastoral Council, and the Parish Finance Council;
c) Any other requirements as set forth in other Archdiocesan Policies, including Policy N. 206 Sale, Purchase, and Lease of Parish Property.
2) Parish submits a Proxy request letter to the CFO.
IX. No transactions requiring either Canonical Approvals or approval of the entire Parish Corporate Board may be commenced until all necessary approvals have been obtained by the Parish.
X. After receiving a Proxy from the Archbishop and the Vicar General, the Pastor shall conduct a corporate meeting with the two lay members of the corporate board of directors (Treasurer and Secretary) in attendance and cast the votes of the Archbishop and Vicar General pursuant to the terms of said Proxy.
XI. All Proxies received from the Archbishop and Vicar General shall be valid for one year following the date of issue, provided that there have been no material changes in any of the relevant circumstances relating to the request for the Proxy between the time the Proxy was issued and the contemplated corporate action taken.
