Board of Trustees
The Parish as a Corporation
Every parish in the Diocese of Green Bay is incorporated separately under statute 187 of Wisconsin state law. These corporations are "non-stock, religious" corporations. Like any other corporation, these parish corporations may own property, hire employees, file tax returns, etc.
Like other corporations, each parish corporation should have its own bylaws which direct certain aspects of its operation, especially regarding the trustees and officers of the corporation. The directors (trustees) of each corporation must hold at least one annual meeting. (See below for more on these topics). Saint Clare Parish was incorporated in July 2009 under the legal name, “Saint Clare Parish Corporation.”
Parish Trustees
Under civil law, each parish corporation is run by a board of five directors, its members consisting of:
The Bishop of the diocese
The Vicar General of the diocese
The Pastor of the parish
Two Lay people chosen from the parish through election
As with every civil corporation, this board of directors designates officers who are each responsible for certain functions in the company. In each parish corporation, these officers consist of:
President - this is always the diocesan Bishop
Vice President - this is always the Pastor
Treasurer - this is always one of the two Lay Trustees
Secretary - this is always the other Lay Trustee
(Bishop and Pastor in the above descriptions also encompass Administrators who fulfill those roles, as defined by the Church).
See below for more information on Lay Trustees…
Pastor's Fiscal Authority
Under our civil law in the state of Wisconsin, every Catholic parish in the Diocese of Green Bay operates as a nonprofit, non-stock corporation under section 187 of Wisconsin statutes, defined and directed primarily by the following documents.
Articles of Incorporation: Establish the legal existence and identity of the parish as a corporation.
Bylaws: Establish the overall structure of the parish corporation and identifies its officers. The diocesan Bishop is ex officio the president of the corporation. The Pastor/Administrator is ex officio the vice-president and holds fiscal authority in the corporation.
Appointment Letter: Establishes a specific priest as pastor or administrator of the parish (and therefore the director and officer of the corporation) with fiscal authority over all of the corporation’s assets. Any financial accounts using the parish’s tax IDs are, by definition, under the authority of the Pastor/Administrator of the parish.
Annual Corporate Meeting
Like other civil corporations in the state of Wisconsin, the board of directors of each parish corporation must meet at least once annually (this is our “Annual Parish Meeting”).
The Secretary (the Lay Trustee elected to this office) records the minutes of these meetings, distributes copies to the other members of the board, and permanently retains in a secure manner with other important parish documents a copy of the approved minutes of each meeting.
Note: It is not necessary, or practical, for the Bishop to attend all meetings of the parish corporation or the parish finance council. However, major decisions regarding parish finances, fundraising, real estate transactions, or capital expenditures do require, under both civil and canon (Church) law, the consent of the Bishop or his consent by proxy.
(adopted from the Diocese of Madison Website)
Annual Reports
Lay Trustees
Under civil law, each parish corporation is run by a board of five directors, also known as "trustees", two of whom are lay people chosen from the active parishioners of the parish. These lay trustees always hold the offices of Treasurer and Secretary in the parish corporation, and are thus sometimes referred to as the "Treasurer Trustee" and "Secretary Trustee."
Selection and Election of Lay Trustees
- Trustees must be fully initiated Catholics who are in good standing with the parish.
- Trustees must be 18 years of age or older.
- At least ten (10) written nominations must be received from adult parishioners in good standing for a person to be nominated
- The Election Committee will set the deadline for nominations, which should be at least two weeks prior to the election
- All nominations will be announced two weeks prior to the election
- Trustees are elected by the parish membership by ballot every two years. Generally however, both trustees should not be elected in the same year. The parish should establish an annual election of one trustee.
- The selection of the nominees for trustee should be based on nominations from the parish members at large. If several individuals are nominated for the post of trustee, the pastor may use his discretion to select nominees from those names put forward by the parish members at the time of nomination.
- The pastor has the prerogative to put forward nominees; the pastor has the prerogative to determine if a nominee is in "good standing" with the parish
- One trustee serves as treasurer trustee, the other serves as secretary trustee, as spelled out in the bylaws of the parish corporation.
- Trustees serve a maximum of three (3) two-year terms.
- Following the annual election, the results are sent to the diocesan bishop for approval. The bishop maintains the right to disapprove of an election result.
Responsibilities of the Treasurer Trustee
- The treasurer trustee represents the parish corporation as one member of the board of directors, and assists the pastor and parish corporation in the development and maintenance of accurate and detailed accounts of the parish’s financial undertakings and holdings.
- The treasurer trustee is a full, contributing member of the parish finance council.
- The treasurer trustee reviews the annual parish budget together with the pastor. In parishes with a two signature policy for checks, the treasurer trustee may be asked to review and sign checks for disbursement of parish funds as needed.
- The treasurer trustee signs the annual parish financial report sent to the diocese.
- The treasurer trustee signs corporate documents, as required.
Responsibilities of the Secretary Trustee
- The secretary trustee represents the parish corporation as one member of the board of directors, and assists the pastor and parish corporation in the development and maintenance of accurate and detailed parish corporate records including corporation minutes, documents, notices and correspondence.
- The secretary trustee is a full, contributing member of the parish pastoral council.
- The secretary trustee attends to corporate notices and correspondence, assures that the proxy documents and all corporate reports are recorded and filed as prescribed by federal, state, local and diocesan authorities.
- The secretary trustee is responsible for the corporate minutes from the annual meeting.
- The secretary trustee works with the pastor and parish leadership to prepare the annual parish and diocesan reports as required.
- The secretary trustee may be asked to review the annual parish budget together with the pastor, treasurer trustee, and finance council.
- The secretary trustee may be asked to assist the treasurer trustee in the signing of checks for disbursement of parish funds as needed.
- The secretary trustee signs the annual parish financial report sent to the diocese.
- The secretary trustee signs corporate documents, as required.
Other Important Guidelines
- Trustees may not hold office on either the pastoral or finance council. (But they sit on these councils ex officio.)
- Being corporate directors and officers, trustees need to operate with great prudence when dealing with the affairs of the parish corporation. Lay trustees may not initiate or respond to any significant legal matter in the name of the parish corporation on their own.
- To avoid conflict of interest, trustees may not be immediate family (spouse, parent, child) of any parish employee, other trustee, or member of the parish pastoral or finance councils.