United Church Clauses
United Church of Canada Standard Clauses for Category 1 Incorporated Ministries
Article 12: Requirements of The United Church of Canada
The Corporation is a corporation described in the standard UCC clauses of The Manual of The United Church of Canada (referred to as a “Category 1 corporation”). The following provisions are included in order to comply with the requirements of The Manual and the guidelines established by the General Council of The United Church of Canada for Category 1 corporations.
[The wording of this Article is based on the standard UCC clauses. The supervising court will normally be XX Conference or its successor, which would continue to have the overall responsibility for supervision of incorporated ministries even if some functions were delegated to the presbytery level. The “interpretation” or “definition” section, normally found at the beginning of the bylaw (it is Article 1 in this template), would state which body is the supervisory court for your organization.]
For the purposes of this section of the bylaws, “General Council” means the General Council of The United Church of Canada, “Supervising Conference” means the XX Conference of The United Church of Canada or its successor, and “The Manual” means the edition of The Manual published by The United Church of Canada that is in effect at the relevant time.
12.02 Members of Corporation and Supervising Court
The Corporation shall establish its own manner of determining its membership but in no case shall a majority of the members of the Corporation be members of the Supervising Conference. In the event that the Conference delegates its supervising role to another court, the majority of the Corporation’s membership shall not be members of that supervising court.
12.03 General Council Policies
The Corporation shall adhere, at all times, to the applicable policies, standards, and regulations as they may be enacted by the General Council or its Executive from time to time.
12.04 Organization and Supervision of Other Corporations
Any corporations created by this Corporation shall be organized and supervised according to The Manual.
12.05 Approval of Directors
The majority of the Directors shall be approved by the Supervising Conference.
12.06 Conference Executive Secretary and Board
The Executive Secretary of the Supervising Conference shall be ex officio a corresponding member of the Board and as such shall receive notices of meetings and minutes of meetings and have the right to attend all meetings in a non-voting capacity.
12.07 Annual Reporting
Annual reporting to the Supervising Conference will include: the membership of the Board, the minutes of the annual meeting, financial statements (audited/independently reviewed by a qualified person), and insurance coverage (including the naming of The United Church of Canada as additional insured).
12.08 Budget and Audit Process
The Corporation will adopt a formal budget process, and will inform the Supervising Conference how the Corporation will meet the Generally Accepted Accounting Principles and Practices appropriate to the size, scope, and assets of the Corporation, including the identity of the person/firm who will be auditing or reviewing the books.
12.09 Insurance Coverage
Insurance shall be kept in force covering fire, comprehensive liability, and such other insurable items in such amounts as the Supervising Conference may require, with The United Church of Canada as an additional named insured on all policies of insurance.
12.10 Approval of Capital Initiatives and Appeals
Approval is required in writing in advance from the Supervising Conference for capital fundraising initiatives and appeals affecting other parts of The United Church of Canada.
12.11 Approval of Debt Levels
Indebtedness is subject to the prescribed limits as deemed appropriate by the Supervising Conference.
12.12 Prior Consent for Land Transactions
Any sale, transfer, mortgaging, acquisition, or leasing of land must receive the prior written consent of the Supervising Conference.
12.13 Reimbursement of Expenses
No fee shall be paid to any director of the Corporation as such, but a director may be reimbursed for expenses properly incurred on behalf of the Corporation.
12.14 Winding Up of the Corporation
The Corporation shall not, without the prior written consent of the Supervising Conference, initiate, or in any way engage in, proceedings that might result in the voluntary winding up of the corporation.
12.15 Assets Vest in the United Church of Canada
The assets of the Corporation shall vest in The United Church of Canada in the event that the Corporation ceases to function or its corporate existence is terminated.
12.16 Approval of Changes to Bylaws in Article 12
The provisions of each of the preceding paragraphs may be changed or modified only with the prior written consent of the Supervising Conference and the prior written administrative approval of the General Council. In the event of any conflict or inconsistency between the provisions of this Article and any other Article of the bylaws, the provisions of this Article shall govern.
12.17 Approval of Changes to Articles of Incorporation and Corporate Bylaws
Approval from the Supervising Conference and higher court is required for changes to articles of incorporation, and changes to corporate bylaws.