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The Annual Meeting

The Annual Meeting. 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. Jeff Stumpf Chief Financial Officer Roman Catholic Archdiocese of Indianapolis, Inc.

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The Annual Meeting

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  1. The Annual Meeting 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 Jeff Stumpf Chief Financial Officer Roman Catholic Archdiocese of Indianapolis, Inc. 1400 North Meridian Street Indianapolis, IN 46206-1410 (317) 236-1410 jstumpf@archindy.org

  2. Separate Parish Corporations (Oct. 2010) - Operations • Parish operations controlled locally subject to members reserved powers and archdiocesan policies • Parish schools operated by parish with support from OCE • Continue to receive services from Roman Catholic Archdiocese of Indianapolis, Inc. , including payroll, insurance, human resources, accounting, construction management, pastoral services, judicial affairs and consultative and planning services. • Real property held in trust by Archdiocese of Indianapolis Properties, Inc.

  3. Separate Parish Corporations- Operations • Parish now employs all parish employees and parish school employees, except for pastor or administrator. • Funds in excess of operating needs are held in trust by Catholic Community Foundation, Inc. (Including ADLF.) • Priests are employed by the Archdiocese of Indianapolis, Inc.

  4. Board of Directors shall consist of three (four) individuals • The individual holding the office of Pastor, Priest Administrator or Priest Moderator; • The individual holding the office of the President/Chairperson of the Parish Council; • The individual holding the office of the President/Chairperson of the Parish Finance Council. • In the event a Parish Life Coordinator is serving the Parish, the Member may appoint the Parish Life Coordinator in lieu of or in addition to one or more of those holding the offices as a Director.

  5. 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. • Appoint the President, Secretary and Treasurer of the Corporation.

  6. Rules regarding Directors • Each director shall be required to certify to the Corporation that no conflict of interest exists which would impair that director’s ability to serve on the Board of Directors and/or disclose actual and potential conflicts of interest. • Directors shall not receive compensation from the Corporation for their services rendered as directors • The Member shall have the power to remove a director for any reason whatsoever, with or without cause

  7. Role of the officers • The officers wear two hats, one as a corporate officer and the other as a parish council or finance council member. • Officers carry out the instructions of the Board of Directors between meetings. • Officers have operational control of the Corporation. • All checks, drafts and orders for payment of money shall be signed in the name of the Corporation by the President or such officer or agent as selected by the Board of Directors (subject to the Archdiocesan Policy on Internal Control).

  8. Practical Concerns and Issues • Office of Accounting Services is confirming all EIN numbers are active. Letters received from the IRS can be sent PDF to cfo@archindy.org. • Analysis of Liability Issues for Officers and Directors has been distributed and posted on website. • Archdiocese Administrative Services Agreement draft is available tonight. (60-day comment period: March 1-April 29, 2011, to cfo@archindy.org). • Properties Inc. and CCF Services Agreements will be drafted in coming months and distributed for future approval.

  9. Rules Regarding Corporate Meetings • Meeting require a quorum to be present. • A majority of board members constitutes a quorum. • If do not have a quorum or wish not to have a face to face meeting- consent resolution signed by all directors. • Board members may not attend by proxy. • Directors may participate in a meeting by means of conference telephone or similar equipment. • Board action requires a majority vote.

  10. The Initial Organizational Meeting • Meeting can be held with quorum present or by consent. • Officers are appointed. • Bank account established/ratified. • Bylaws approved. • Authority to execute contracts is established. • Annual meeting date established. (June 30 – September 15)

  11. What are we doing tonight? • Holding the Organizational Meeting. • Accepting appointment as directors • Approving the bylaws; • Indentifying bank account; • Indentify individuals with authority to execute; legal documents and bank authorizations; • Establishing a date for the next annual meeting.

  12. What documents do we need to submit from the Organizational Meeting? • Mail or email copies to OAS within 30 days: • Initial Directors’ Resolution • Initial Member’s Resolution • Signed Bylaws • Comments of proposed Administrative Services Agreement.

  13. Annual Meeting to be held between July 1st and September 15, 2011 • Complete the Annual Meeting Minutes form ; (retain for reference) • Complete the Conflicts of Interest forms for each officer and director; (retain for reference) • Approve and sign the Administrative Services Agreement. • Approve the June 30 Annual Financial Report and file with Archdiocese by Sept. 15.

  14. Items to be sent to OAS by September 15. • Administrative Services Agreement. • Annual Financial Report. • Conflict of interest forms and Annual Meeting Minutes do not need to be sent to OAS. They should be filed at each parish for reference.

  15. _________________, INC. INITIAL DIRECTOR’S RESOLUTION THE UNDERSIGNED, constituting all of the Directors of ________________________, Inc. hereby adopt by consent the following resolutions and agree that action be taken thereon without convening a formal meeting of the Board of Trustees: §1 The undersigned accept their appointment as Directors of the Corporation; §2. Pursuant to the Bylaws, the following are appointed by virtue of their parish office as officers of this corporation: President _________________, Pastor/Administrator. Secretary _________________, Parish Council President Treasurer _________________, Parish Finance Board President §3. The corporation shall open and maintain an account at _________________ until further action of this board. A new signature card shall be presented to the bank. §4 The By-Laws of the Corporation previously submitted and approved by the Corporate Member are adopted as the By-Laws of the Corporation. §5 The Corporation shall at all times be operated exclusively for charitable, religious and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law (the "Code"). The Corporation shall immediately apply to the Roman Catholic Archdiocese of Indianapolis, Inc. for inclusion in the Official Catholic Directory as an exempt organization under the IRS Group Ruling. §6 The officers of the Corporation are directed to pay all organization expenses of the Corporation out of the funds of the Corporation. §7 The following listed individuals have the authority to execute legal documents on behalf of the Corporation: ___________________________________________________________________ ___________________________________________________________________ §10 The annual meeting of the Board of Directors shall be held at ___________________________ on the _______ day of __________, each year, unless changed by resolution of the Board of Directors. (Before September 15th each year). DATED at _______________, Indiana, this ____ day of _______________, 2011. __________________________________________ , Director __________________________________________ , Director __________________________________________ , Director ___________________________________________ , Director (if PLC)

  16. ANNUAL MEETING MINUTES _______________________, INC. The annual meeting of the Board of Directors of ________________________, Inc. was held on the ______ day of _______________, 20___. The following business was conducted by the Board. Directors Present: _________________________________ _________________________________ _________________________________ Approval/ Ratifications of Actions: • 1. The following actions taken by the Parish Council are hereby approved: _______________________________________________________________________________________________________________ _______________________________________________________________________________________________________________ • 2. The following actions taken by the Finance Council are approved: _______________________________________________________________________________________________________________ _______________________________________________________________________________________________________________ Appointment of Officers: The following individuals are appointment to the identified offices for a term of one year: President: ________________________________ Secretary: ________________________________ Treasurer: ________________________________ Approval of Annual Financial Report: The Annual Financial Report is approved. The report shall be filed with the OAS on or before September 15. Completion of Conflicts of Interest: Each officer and director has completed a conflict of interest form. Such forms shall be submitted with the Annual Financial Report. Contracts Approved and/or Ratified: The following contracts are approved _________________________________________. Attest: _________________________ Secretary, ________________

  17. CONFLICTS OF INTEREST DISCLOSURE STATEMENT _____________________________________________________ (Name) _____________________________________________________ (Position with Corporation) I hereby acknowledge and accept the responsibility to assist ______________________ (“Corporation”) to adhere to high standards of ethical and legal business practices. I understand that I have a fiduciary responsibility to act in the best interest of the Corporation and I may not receive income, personal gain or receive any kickback, substantial gift, favors, or special consideration as a result of any transaction or business dealing involving the Corporation. I understand that in order for the Corporation to assure compliance with the Conflicts of Interest Policy, that I am required to make timely disclosure of any Conflicts of Interest, which may affect my relationship with the Corporation, to the Chairman of the Board of Directors (or his designee) and/or the Conflicts Committee of the Board of Directors. I hereby acknowledge that I have received a copy of the Conflicts of Interest Policy and agree to comply with its provisions. Except for the Financial Interest disclosed herein, I affirm that neither any Family Member nor I have a Financial Interest in any Organization (as such term is described in the Conflicts of Interested Policy), which presents a potential, possible or actual Conflict of Interest in fulfilling my duties and obligations to Corporation. I further affirm that I am not aware of any potential Conflict of Interest, Financial Interest or Significant Relationship except: (Please describe any and all interests or transactions in which you have a Financial Interest or Significant Relationship or a potential Conflict of Interest which may result in any private or personal benefit by virtue of your relationship to the Corporation.) _________________________________________________________________ _________________________________________________________________ ___________________________________ __________________ (Signature of Officer and/or Director) (Date)

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