Checklist for Changes to Letters Patent for Incorporated Ministries

Transcription

1 Checklist for Changes to Letters Patent for Incorporated Ministries 1. Corporation and Conference discuss proposed changes to letters patent. 2. Corporation reviews provincial and church requirements with solicitor and sends draft application for supplementary letters patent (SLP) [use terms for jurisdiction of corporation] 3. Conference reviews draft application and determines, with consultation with corporation and General Council Office, Are United Church of Canada requirements affected by the proposed changes? a. If yes, go to step 4. b. If no, Conference sends comments on proposals to corporation, then c. Corporation gets approval of final application from board and members, then d. Corporation sends information copy of revised application to Conference. 4. Conference committee/staff reviews draft application, and discusses with corporation and GCO as required. 5. Conference court [executive?] reviews draft application and either a. approves revised application, subject to administrative approval of General Council go to step 7. OR b. does not approve revised application go to step Conference and corporation discuss concerns with application, and corporation submits revised application go to step Conference sends draft revised applications to GCO for administrative approval. 8. GCO reviews draft applications and either a. gives administrative approval and informs Conference go to step 9. OR b. does not approve and informs Conference go to step Conference informs corporation that the United Church has approved the draft revised application for supplementary letters patent (SLP). 10. Corporation board and membership approve the formal application for SLP. 11. Corporation sends application for SLP and required material to provincial authorities, including material for charitable corporations. 12. SLP document is issued by provincial authority to the corporation. 13. Corporation sends copy of SLP to Conference office and GCO.

2 Incorporated Ministries Toolkit Checklist for Changes to Letters Patent Supplementary Letters Patent Process Corporation decides to revise letters patent. Corporation and Conference discuss proposals. Corporation counsel drafts application for supplementary letters patent (SLP) and sends to Conference. Are United Church requirements affected by proposed changes? Conference committee/staff reviews draft SLP. Corporation does not need Conference approval but may ask for Conference comments on proposed SLP. Process goes directly to board and members for approval. Conference gives conditional approval to draft SLP. Corporation revises draft SLP as required and resends to Conference. Conference sends draft SLP to General Council Office (GCO) for administrative approval. Conference informs corporation of United Church concerns with SLP. GCO gives administrative approval. GCO discusses concerns with SLP with Conference. GCO informs Conference of approval of application for SLP. Conference notifies corporation of United Church approval of draft SLP. Corporation sends copy of SLP issued by province to Conference and GCO. Corporation board and members approve application for SLP. Corporation makes application to provincial authorities. Revised

3 Checklist for Changes to Bylaws for Incorporated Ministries 1. Corporation and Conference discuss proposed changes to bylaw. 2. Corporation drafts revised bylaw and sends to Conference. 3. Conference reviews proposals and determines, in consultation with corporation and General Council Office (GCO): Are United Church of Canada requirements affected by the proposed changes? a. If yes, go to step 4. b. If no, Conference sends comments on proposals to corporation, then Corporation gets approval of final application from board and members, then c. Corporation gets approval of final bylaws from board and members, then d. Corporation sends an information copy of revised bylaw to Conference office and to General Council Office. 4. Conference committee/staff reviews draft bylaw and discusses with corporation and GCO as required. 5. Conference decision-making body (Executive?) reviews draft bylaw and either a. approves revised bylaw, subject to administrative approval of General Council go to step 7. OR b. does not approve revised bylaw go to step Conference and corporation discuss concerns with bylaw, and corporation submits revised bylaw go to step Conference sends draft revised bylaws to GCO for administrative approval. 8. GCO reviews draft bylaws, and either a. GCO gives administrative approval and informs Conference go to step 9. OR b. GCO does not approve and informs Conference go to step Conference informs corporation that the United Church has approved the draft revised bylaws. 10. Corporation board and membership approve/adopt revised bylaw. 11. Corporation sends copy of revised bylaw to Conference office and to GCO.

4 Incorporated Ministries Toolkit Checklist for Changes to Bylaws for Incorporated Ministries Bylaw Revision Process Corporation decides to revise corporate bylaws. Corporation and Conference discuss proposals. Corporation counsel drafts revised bylaw and sends to Conference. Are United Church requirements affected by proposed bylaw? Conference committee/staff reviews draft bylaw. Corporation does not need Conference approval but may ask for Conference comments on proposed bylaw. Process goes directly to board and members for approval. Conference gives conditional approval to draft bylaw. Corporation revises draft bylaw as required and resends to Conference. Conference sends draft bylaw to General Council Office (GCO) for administrative approval. Conference informs corporation of United Church concerns with bylaw. GCO gives administrative approval. GCO informs Conference of approval of bylaw revisions. GCO discusses concerns with draft bylaw with Conference. Conference notifies corporation of United Church approval of bylaw revisions. Corporation board and members approve revised bylaw. Corporation sends signed copy of approved bylaw to Conference and GCO. Revised

5 Checklist for Groups Seeking Incorporation: Category 1 Step in Process Who Date 1. Group and Conference discuss the group s mission, United Church requirements, and alternatives to incorporation. 2. Group s governing body (committee or board) requests Conference approval as a category 1 incorporated ministry. 3. Conference gives approval in principle to establishing the group as a category 1 incorporated ministry. 4. Group drafts application for incorporation and sends to Conference. 5. Conference reviews application for incorporation to ensure it has required United Church clauses (Guidelines, p. 11). 6. Group drafts bylaws after discussion with Conference committee and submits to its membership for information and feedback. 7. Group submits final draft bylaws to Conference committee. 8. Conference committee reviews draft bylaws to ensure they include United Church clauses (Guidelines, pp ) and other provisions required by Conference. 9. Conference approves bylaws and application for incorporation, subject to General Council Office approval. 10. Conference sends bylaws and application for incorporation to General Council Office for administrative approval. 11. Application for incorporation and bylaws receive administrative approval from General Council Office. 12. Conference approves category 1 status, approves application for incorporation, approves by-laws, and notifies group. 13. Group s board and membership approve application for incorporation and bylaws. 14. Group forwards application and required fees for incorporation to federal or provincial office for approval. 15. Government issues letters patent. 16. Group sends copies of letters patent and corporate bylaws to Conference office and to General Council Office. This checklist incorporates material in the Incorporated Ministries document and current procedures checklists used by Conferences and the General Council Office; see Incorporated Ministries for partnership ministry incorporation steps.

6 Incorporated Ministries Toolkit Checklist for Groups Seeking Incorporation: Category 1 Incorporation Process: Category 1 Group discusses incorporation as a United Church ministry, and alternatives, with Conference. Group requests approval from Conference for incorporation as an incorporated ministry. Conference gives approval. Group reviews Conference decision and resubmits with required revisions or defers decision to incorporate as a United Church ministry. Group continues with incorporation process drafts application for incorporation and bylaws. Group revises draft application for incorporation and bylaws as required. Group sends draft application for incorporation and bylaws to Conference for approval. Conference discusses United Church concerns with documents with group. Conference approves draft application and draft bylaws. GCO gives administrative approval. Conference sends draft application and bylaws to General Council Office (GCO) for administrative approval. Group receives United Church approval via Conference office. Membership approves bylaws. Group files incorporation documents with government authority. Corporation provides copy of letters patent and final bylaws to Conference and GCO. Revised

7 Checklist for Groups Seeking Incorporation: Category 2 Step in Process Who Date 1. Arrange a preliminary meeting among all participants and any others to which the participants may be accountable, including supervising Conference and corresponding supervising body of bodies of partner(s). 2. Group s governing body (committee or board) requests Conference approval as a category 2 incorporated ministry. Similar approval may be required from the other supervising body or bodies. 3. Conference gives approval in principal to establishing the group as a category 2 incorporated ministry. 4. Group drafts requirements for incorporation as outlined by appropriate governmental jurisdiction and sends to Conference. 5. Conference reviews application and bylaws to ensure requirements outlined in Incorporated Ministries policy are met. 6. Group drafts operating agreement per guidelines in Incorporated Ministry policy. 7. Group submits application, bylaws, and operating agreement to Conference for approval. 8. Conference approves application, bylaws, and operating agreement, subject to approval of General Council Office. 9. Conference receives confirmation that supervising body or bodies of partner(s) have approved proposed application, bylaws, and operating agreement. 10. Conference sends application, bylaws, and operating agreement to General Council Office for approval. 11. Upon approval by General Council office, group s board and membership approve application for incorporation and bylaws. 12. Group forwards application and required fees for incorporation to federal or provincial office for approval. 13. Government issues letters patent. 14. Group sends copies of letters patent and corporate bylaws to Conference office and General Council Office. NB: Mirror processes may be required by supervising body or bodies of partner(s). These steps must be incorporated into the above process to ensure all parties have an equal opportunity for input and consultation. In some cases, joint meetings may be beneficial to develop bylaws and the operating agreement.

8 Incorporated Ministries Toolkit Checklist for Groups Seeking Incorporation: Category 2 Incorporation Process: Category 2 Group requests approval from Conference to become an incorporated ministry. Preliminary meeting of all participants, and any others to which participants may be accountable, is held. Conference gives approval. Group continues with incorporation process drafts application for incorporation, bylaws, operating agreement. Group reviews Conference decision and resubmits with required revisions or defers decision to incorporate as a United Church ministry. At same time, a matching process with supervising body or bodies of partner(s) may be occurring. Need to bring all parties together before final version of all documents is approved. Group sends draft application for incorporation, bylaws, and operating agreement to Conference for approval. Group revises drafts as required. Conference approves all draft documents. Conference discusses United Church concerns with documents with group. Conference sends draft application and bylaws to General Council Office (GCO) for administrative approval. GCO gives administrative approval. Group receives United Church approval via Conference office. Group files incorporation documents with government authority. Corporation board and members approve bylaws. Corporation provides copy of letters patent and final bylaws to Conference and GCO. Revised

9 Checklist for Legacy Process Legacy Process with: Step # Details (Guidelines step or requirement #) 1 Conference committee and corporation have first discussion (step 1). 2 a. Committee discusses and directs corporation to proceed to next step. 2 b. Formal request is made to Conference (step 2). 3 Conference makes decision on formal request (step 9). 4 Steps and timeline are discussed and agreed on (step 3) by Conference and corporation. 5 Corporation develops communication plan, including stakeholder consultation, changes to United Church identifiers, and celebration. ongoing Communications plan is implemented (step 10a). Who When Status as of 6 Corporation makes disclosure (step 4); Conference has access to corporate records (step 10b). 7 and Stakeholders hold consultation (step 7). ongoing 8 Financial resolution is negotiated (step 5). General Council approves financial resolution (requirement 2c of Guidelines). 9. Corporation revises corporate documents (step 6 and requirement 3b): bylaws supplementary letters patent 10 Corporation makes changes to identifiers (step 10c). 11 a. Corporation provides indemnity (requirement 6a of Guidelines). 11 b. Conference approves changes to documents (requirement 3a). 11 c. If applicable: supervising court in existing bylaws if not Conference approves changes to documents (requirement 3a). 11 d. General Council Office approves changes to documents (requirement 3b). 12 Celebration event is held (step 11). te: This list is a combination of the chronology steps and requirements list in the Incorporated Ministries document (pp ) and Hamilton Conference s experience with the legacy process.

10 Checklist for Operating Agreement: Category 2 Participation Level 1. Determine the level of interest each stakeholder has in the ministry. 2. Clearly identify each stakeholder s share and how it was determined. 3. Ensure there is provision for changing ownership. Stakeholder Representation 4. Determine the representation of each stakeholder on the board. 5. Determine the means by which decision-making will occur. 6. Identify areas where a specific stakeholder may have final say, and provide explanation. 7. Identify the mechanism for determining ongoing support to the corporation funding, board members, etc. 8. If each stakeholder has a policy, determine a process for deciding which policy is used, ensuring that all stakeholders requirements are met. 9. Develop a process for creating and changing policies, including if and when a stakeholder needs to give approval. Name and Mission Statement 10. What name(s) will be used by the incorporated ministry? 11. Is the incorporated ministry entitled to use the name(s) of the participants in its operations? 12. What is the mission statement of the incorporated ministry? 13. How may the mission statement be changed? At the initiation of any participant or by automatic periodic review? If by periodic review, after what time period (e.g., five years)? Real Property 14. If property is changing hands, ensure all relevant documentation is prepared, signed, and registered. 15. Where real property is being leased, ensure a lease is prepared and signed. Dissolution of the Corporation/Corporation Ceasing to Function 16. How is the decision to dissolve the incorporated ministry made? 17. Are any specific provisions from stakeholders to be added to the process under civil law? 18. How are the incorporated ministry s assets to be distributed to the participants? Alternatives to Dissolution (Buyout) 19. Outline general buyout options should one stakeholder wish to leave or to assume complete ownership. Include option for new stakeholder to assume an existing share. Conflict Resolution Process 20. How will participants resolve issues among them? 21. Can any participant initiate the conflict resolution process? Under what circumstances? 22. What are the specific details of the process? Who Date

11 Listing of Community Resources and Networks for Incorporated Ministries 1. Other agencies with a similar program and mission: in the community, surrounding communities, province 2. Board members experience and access to other organizations 3. Members of Conference/presbytery committees and networks, and individual members of congregations with specific experience and technical expertise 4. United Church of Canada resources: Conference, General Council Office units, other Conferences 5. United Way and community foundations, especially for training and funding for strategic planning, staff positions, communications, fundraising 6. Accreditation organizations: materials on management, program issues, and governance 7. Sector associations and coalitions at provincial, national, and local levels: e.g., community services, non-profit and seniors housing, health care, anti-poverty, adult education 8. Imagine Canada, including its library of resources for charities and non-profits and network of information repositories in local affiliates: 9. Charity Village website: Volunteer Canada website: Websites and information lines for government agencies: Canada Revenue Agency, provincial corporations branches, employment standards, health and safety, emergency planning