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					  Archdiocese of Indianapolis
  Restructuring
Presented by:
John S. (Jay) Mercer
MERCER BELANGER
111 Monument Circle, Suite 3400
P.O. Box 44942
Indianapolis, IN 46244-0942
(317 ) 636-3551
jsmercer@indylegal.com
Introduction
The Archdiocese as it exists today
   Existing Structure
Roman Catholic Archdiocese of Indianapolis
• An unincorporated association of members.
• Owns and operates all parishes, schools and agencies.
• No formal legal structure

Roman Catholic Archdiocese of Indianapolis Properties, Inc.
• Holds title to all real estate for the Roman Catholic Archdiocese of
  Indianapolis.
• Manages and insures the real estate.
• Parish real estate held in trust for parishes.


Catholic Community Foundation, Inc.
• Holds and invests all cash and securities of Archdiocesan and
  parish endowments.
• Financial and support services provided by vendors and Roman
  Catholic Archdiocese of Indianapolis.
  Why the need to consider
  restructuring?
• The USCCB in cooperation with the National Diocesan
  Attorneys Association recommends formalizing the
  structures of dioceses.
• Recent court decisions have ignored canon law in
  reviewing the structures of diocese.
• Recognition of canon law in corporate documents will
  provide civil law recognition of canon law.
• Formal restructuring will assist in isolation of liability risk.
• Civil law compliance will assist with interaction with
  secular enterprises, i.e. Grants and fundraising.
How did we go about considering the
issue of restructuring?
• Employed a deliberate process.
• Involved a multi-disciplinary group including
  canonical advisors, civil legal counsel, financial
  experts, parish representatives, school representatives
  and priests.
• Reviewed the possible legal structures.
• Selected a structure that most closely conforms civil
  law structure to Canon law requirements.
• Set goals related to restructuring.
What goals did we look to achieve
through restructuring?
• Maximized Canon law norms to civil legal structure
  (recognizing separateness of juridic persons).
• Maintenance of Financial strength (credit rating).
• Maintain flexibility in administration and continue to use
  existing internal controls and structures as much as possible.
• Properly recognize Archdiocesan control verses parish or
  regional control (central payroll, insurance, purchased
  services).
• Full recognition of Canon law through the use of reserved
  powers.
• Protect assets from liability claims.
• Understand the limitations of restructuring.
What we have done so far?
• Reviewed the recommendations from the USCCB.
• Held a meeting with all of the Indiana Bishops and their
  legal counsel and discussed the issues related to
  restructuring.
• Formed a multi-disciplinary group to make preliminary
  recommendations.
• Prepared preliminary drafts of incorporation documents.
• Sought and received review by canonical experts.
• Made presentations and solicited advice from
  Management Council, Priest Council, Finance Council,
  Policy and Legal Affairs Committee, High School
  Presidents and Bond counsel.
Proposed Structure
And how it will work
Proposed Restructuring
New
 Roman Catholic Archdiocese of Indianapolis, Inc.
 • Catholic Center operations
 • Agencies
 Provides services to parish corporations and high school corporations pursuant to written
    service agreements. Corporation receives payment from parish, high school and any other
    incorporated agencies for services rendered. Funds in excess of operating needs are held
    in trust by Catholic Community Foundation, Inc. Employs priests, current Catholic Center
    staff and agency employees.

 Separate Parish Corporations
 • Parish operations
 • Parish schools
 Receives services from Roman Catholic Archdiocese of Indianapolis, Inc. Real property held
    in trust by Archdiocese of Indianapolis Properties, Inc. Parish Corporations pay both
    Archdiocese and Properties for services provided under written agreements. Employs
    parish employees and parish school employees. Funds in excess of operating needs are
    held in trust by Catholic Community Foundation, inc.
 Priests are employed by the Archdiocese of Indianapolis, Inc.
 Other Entities to be incorporated
 • High Schools                                    •   Mother Theodore Academies
 • CYO                                             •   St. Mary’s Child Center
 • Catholic Charities                              •   Others


 Receives services from Roman Catholic Archdiocese of Indianapolis, Inc. and real estate held in
    trust by Archdiocese of Indianapolis Properties, Inc. Employs current employees.
                            Ex-Officio Archbishop, Vicar
  R.C. Archdiocese of       General, Chancellor and
A Indianapolis, Inc     4   CFO                          Archdiocese of Indianapolis      Archbishop
  R.C. Catholic
  Archdiocese of             Ex-Officio Archbishop, Vicar
  Indianapolis               General, Chancellor and
B Properties, Inc.           CFO                          None                             Archbishop
                             Recommended to
  St. Mary's Child      15- Archbishop for
C Center, Inc.          32 Appointment                    None                             Executive Director
  Bishop Simon Brute         Recommended to
  College Seminary,          Archbishop for
D Inc.                  3-7 Appointment                   None                             Rector
                                                          Catholic Charities Bloomington,
                                                          Catholic Charities Indianapolis,
                                                          Catholic Charities New Albany,
                                                          Catholic Charities Tell City,
                                                          Catholic Charities Terre Haute,
                                                          St. Elizabeth Coleman Pregnancy
                                                          Center and Adoption Services,
                                                          Holy Family Shelter, Bethany
                                                          House, A Caring Place, Ryves
  Catholic Charities of      Recommended to               Youth Center at Etling Hall, St.
  the Archdiocese of         Archbishop for               Elizabeth Maternity and
E Indianapolis, Inc.    3-12 Appointment                  Adoption Services New Albany Executive Director
                           Recommended to
  Catholic Community       Archbishop for
F Foundation, Inc.    3-32 Appointment                   None     Executive Director
                           Recommended to
  Our Lady of Fatima       Archbishop for
G Retreat House, Inc. 3-7 Appointment                    None     Chief Administrator
  Catholic Youth
  Organization of the        Recommended to
  Archdiocese of             Archbishop for
H Indianapolis, Inc.    3-21 Appointment                   None   Chief Administrator
  Archdiocese of             Recommended to
  Indianapolis               Archbishop for
I Cemeteries, Inc.      3-7 Appointment                    None   Chief Administrator
                             Ex-Officio Executive Director
                             and a Pastor, Others
                             Recommended to
  Mother Theodore            Archbishop for
J Academies, Inc.       7-25 Appointment                   None   Chief Administrator
                             Recommended to
  Cardinal Ritter High       Archbishop for
K School, Inc.          7-21 Appointment                   None   Chief Administrator
                             Recommended to
  Roncalli High School,      Archbishop for
L                       7-21                               None   Chief Administrator
 Father Thomas             Recommended to
 Scecina Memorial          Archbishop for
MHigh School, Inc.    7-21 Appointment        None   Chief Administrator
                           Recommended to
  Bishop Chatard High      Archbishop for
N School, Inc.        7-21 Appointment        None   Chief Administrator

                             Recommended to
  Setan Catholic High        Archbishop for
O School, Inc.          7-21 Appointment      None   Chief Administrator
  Our Lady of
  Providence                 Recommended to
  Junior/Senior High         Archbishop for
P School, Inc.          7-21 Appointment      None   Chief Administrator
How will the parish corporations
operate and be structured?
Parish Structure of the Archdiocese of Indianapolis
                                                    Parish Personal Property (cash and
Finance Council                                        securities)
• Advisory to Pastor                                • Owned by Parish.
• Parishioners are appointed                        • Cash and securities in excess of operating needs
                                                       held in Catholic Community Foundation, Inc. of
  by the Pastor                                        which parish is a participant.
Parish Council                           Pastor
                                                                       Ownership of
• Advisory to Pastor                                                     Assets

• Parishioners are                                Parish Corporation – Pastor is the President and has
  appointed or elected                               responsibility for operation decisions.
                                                  • Member – Archbishop appoints Pastor and Directors
Roman Catholic Archdiocese of                        and holds broad reserved powers.
  Indianapolis, Inc.                              • Directors – Pastor, Priest Administrator or Priest
• Provides services to parish          Service       Moderator and two others.
  corporation pursuant to a written   Agreement   Governance of the corporation is subject to the
  service agreement.                                 canonical reserved powers of the Pastor.
• Paid or reimbursed by the parish
  corporation.                                       Real                                Invest &
                                                   property                              Borrow
                                                    held in                               Funds
                                                     trust
   Roman Catholic Archdiocese of Indianapolis                        Catholic Community
     Properties, Inc.                                                  Foundation, Inc.
   • Parish real property held in trust by Archdiocese               • Invest excess cash and
     of Indianapolis Properties, Inc. and leased back.                 securities.
   • Non-parish real property held in trust and leased               • Funds held in trust for
     back.                                                             Parish.
What does the Board of Directors do?

• Hold an annual meeting and document the approval of the
  major activities that have occurred during the year.
  (Acceptance of the minutes of active committees).
• Establish Committees as needed.
• Annually register the Corporation with the Secretary of
  State.
• Provide a written report of the financial operations of the
  Corporation to the Member.
• Serve as the President, Secretary and Treasurer of the
  Corporation.
What are the Canonical Reserved
Powers of a Pastor and how are they
described in the corporate documents?
• Provide for the pastoral and sacramental care of the assigned Parish.
• Care and administration of the temporal goods of the parish (cc.
  1281-1288).
• The Pastor’s interaction with the parish finance council (c. 537).
• Safeguarding and management of the Parish’s property at the
  assigned parish, to include maintenance of insurance policies
  insuring the property (c. 1284 Section 2-1).
• Provide oversight and management of the collection of the Parish’s
  revenue and income with respect to the assigned Parish (c. 1284
  Section 2-4).                               Continued on next slide.
Canon Law Reserved Powers of a
Pastor (Slide 2)
• Provide oversight and management of the Parish’s debt obligations
  with respect to the assigned parish (c. 1284 Section 2-5).
• Provide oversight and management of the Parish’s investment and
  allocation of funds with respect to the assigned parish (c. 1284
  Section 6).
• Provide oversight and management of the Corporation’s records with
  respect to the assigned Parish (c. 1284 Section 2-7).
• Provide a written report to the Member, at least annually, with
  respect to the financial operations of the assigned Parish (c. 1284
  Section 2-8).
• Provide oversight and management of the annual budgets (c. 1284
  Section 3).
How are canonical Reserved Powers of
the Archbishop described in the
corporate documents and how does he
interact with the various corporations?
• Approve the mission and vision statements for the
  Corporation, and assure compliance with philosophy,
  mission, vision and core values of the Corporation.
• Interpret and change any statement of mission,
  philosophy, role and purchase of the Corporation.
                                  Continued on next slide.
Archbishop Reserved Powers
(Slide 2)
• Approve any amendment to the Bylaws and Articles of
  Incorporation of the Corporation.
• Appoint individuals to offices entitling them to serve as the
  members of the Board of Directors.
• Remove any member of the Board of Directors or Officer
  of the Corporation.
• Approve and recommend the formation of legal entities,
  the sale, transfer or substantial change in use of all or
  substantially all of the assets of the Corporation, or the
  divesture, dissolution, closure, merger, consolidation or
  reorganization of the Corporation.
                                         Continued next slide.
Archbishop Reserved Powers
(Slide 3)

• Approve the acquisition, sale, lease, transfer or other
  alienation of property of the Corporation, other than
  in the usual and regular course of the Corporation’s
  business or when alienation is above specified
  financial levels set in accordance with Canon Law.
• Approve any disposition of the assets of the
  Corporation at the time of its dissolution.
Role of Archbishop as Member
                                                                        Roman Catholic
Roman Catholic                                                            Archdiocese of
  Archdiocese of                  Council of            Board of
  Indianapolis, Inc.                                                      Indianapolis, Inc.
Member: Archbishop –               Priests             Consulters       Member: Archbishop –
  appoints Board.                                                         appoints Board.
Board Members: Archbishop,                                              Board Members:
  Vicar General, Chancellor,                                              Archbishop, Vicar
  Chief Financial Officer.                   Archbishop
                                                                          General, Chancellor,
                                        Sole Member of each               Chief Financial
St. Elsewhere Parishes                    corporation with                Officer.
                                        power to appoint or
Member: Archbishop –
   appoints Pastor and two
                                           approve Board
   Directors .                                members                   Catholic Community
Board Members Pastor and
                                                                          Foundation, Inc.
   two others.                                                          Member: Archbishop –
                                                                          appoints Board.
Other Corporations (high                                                Board Members:
  schools, CYO, Criterion, St.        Priest
  Mary’s Child Center, Catholic     Personnel            Finance          Community Leaders.
  Charities, Mother Theodore
                                      Board              Council
  Academies)
Member: Archbishop – appoints
  Board.
Board Member: To be                       *Archbishop exercises his reserved powers conferred by
  determined.
                                            Canon Law (subject to his obligation to seek consultation
                                            and consent) in governing the corporations.
How do the new entities relate to
the existing entities?
Proposed Entity Structure
New
Roman Catholic Archdiocese of Indianapolis, Inc.
• Catholic Center operations
• Agencies
Provides services to parish corporations and high school corporations                       Existing
   pursuant to written service agreements. Corporation is paid by parish
   or high school for services rendered. Funds in excess of operating                       Roman Catholic
   needs are held in trust by Catholic Community Foundation, Inc.            Lease real       Archdiocese of
   Employs Pastors, Catholic Center staff and agency employees.                estate         Indianapolis
New                                                                                           Properties,
150+ parish corporations                                                                      Inc.
• Parish operations                                                                         Holds title to all real
• Parish schools                                                                              estate, high
Receives services from Roman Catholic Archdiocese of Indianapolis, Inc.                       school, and
                                                                            Real property     Archdiocese.
   Real property held in trust by Archdiocese of Indianapolis Properties,
   Inc. Pays both Archdiocese and Properties for services provided under    held in trust     Leases property
   written agreements. Employs parish employees and parish school                             to entities
   employees. Funds in excess of operating needs are held in trust by                         pursuant to
   Catholic Community Foundation, Inc.                                                        leases. Parish
                                                                                              real property held
New                                                                                           in trust pursuant
                                                                                              to trust
• Other corporations (high schools, CYO, St. Mary’s Child                    Lease real       agreement.
  Center, Catholic Charities, Fatima, etc.)                                    estate
Receives services from Roman Catholic Archdiocese of
  Indianapolis, Inc. and rents real estate from Archdiocese of
  Indianapolis Properties, Inc. Pays both Archdiocese and
  Properties for services provided under written agreements.
  Employs current agency employees. Funds in excess of
  operating needs are held in trust by Catholic Community
  Foundation, Inc.
Proposed Entity Structure
New
Roman Catholic Archdiocese of Indianapolis, Inc.
• Catholic Center operations                                                           Existing – Assets
• Agencies                                                                               Invested in Trust
Provides services to parish corporations and high school corporations                  Catholic Community
   pursuant to written service agreements. Corporation is paid by parish                 Foundation, Inc.
   or high school for services rendered. Funds in excess of operating
   needs are held in trust by Catholic Community Foundation, Inc.            Assets    Holds and invests all
   Employs Pastors, Catholic Center staff and agency employees.             Invested     cash and securities of
                                                                                         Archdiocesan parish
New                                                                                      corporations
150+ parish corporations                                                                 including Roman
• Parish operations                                                                      Catholic Archdiocese
• Parish schools                                                                         of Indianapolis, high
Receives services from Roman Catholic Archdiocese of Indianapolis, Inc.      Assets      school corporations,
   Real property held in trust by Archdiocese of Indianapolis Properties,                which are not
   Inc. Pays both Archdiocese and Properties for services provided under    Invested
   written agreements. Employs parish employees and parish school
                                                                                         required for
   employees. Funds in excess of operating needs are held in trust by                    operating needs.
   Catholic Community Foundation, Inc.                                                   Returns income to
                                                                                         participating entities
                                                                                         as needed. Makes
New                                                                                      loans to participated
• Other corporations (high schools, CYO, St. Mary’s Child                                entities as required.
                                                                             Assets      Financial and
  Center, Catholic Charities, FATIMA, etc.)                                 Invested
Receives services from Roman Catholic Archdiocese of                                     support services
  Indianapolis, Inc. and rents real estate from Archdiocese of                           provided by vendors
  Indianapolis Properties, Inc. Pays both Archdiocese and                                and Roman Catholic
  Properties for services provided under written agreements.                             Archdiocese of
  Employs current agency employees. Funds in excess of                                   Indianapolis, Inc.
  operating needs are held in trust by Catholic Community
  Foundation, Inc.
What work needs to be done and what
is our target date?
• Continue education programs on restructuring.

• Continue to implement communications plan.

• Legal filings. (This week on non-parish corporations.)

• Formal corporate meetings.

• Follow up and assistance of new entities.
What will the Organization Chart
look like when this is done?
Chart of Organization
                                                   Archbishop


                  Chancellor                     Vicar General                              Vicar Judicial


 Deans            Priests         Clergy           Board of              Finance            Pastoral        CCF
                  Council        Personnel        Consultors             Council            Council        Board
                                   Board



   Parish                                    R.C. Archdiocese of Indianapolis, Inc.
                   R.C. Archdiocese                                                                             Catholic
Corporations                                              Secretariat    Secretariat
                    of Indianapolis    Vicariate for          for        for Catholic                         Community
                    Properties, Inc.    Clergy and                                      Vicariate             Foundation,
                                                           Spiritual      Education
                                        Parish Life                                     Judicial
                                                           Life and       and Faith                               Inc.
                                       Coordinators        Worship        Formation
           Catholic
                                                               Secretariat for     Secretariat for     Other: High
         Charities and
                                        Secretariat for         Finance and         Stewardship
            Family
                                       Communications          Administrator            and
                                                                                                         Schools,
         Ministries, Inc.                                                                              Fatima, CYO
                                                                  Services         Development

                                             R.C. Archdiocese of Indianapolis, Inc.
QUESTIONS, CONCERNS,
COMMENTS??

				
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