Each Parish in the Diocese of Wilmington is incorporated according to the incorporation laws of the State (Delaware or Maryland) as a non-profit, religious corporation.
A corporation is a legal entity, distinct and separate from the individuals who create and own it. As a legal entity, the corporation can acquire, own, and dispose of property in its own name (such as buildings, land, securities, equipment, etc.). The corporation also can incur liabilities and enter into contracts.
In the Diocese of Wilmington the parish corporation is a civil body created solely for legal purposes and has authority and competence only in those civil matters for which it was created.
Parish corporations are exempt, non-profit, religious corporations often referred to as 501(c)(3) corporations (see U.S. Internal Revenue Code). Parish civil corporations are created to conduct certain temporal affairs of the Church in civil law so that such activity is recognized as civilly valid and to protect the ownership of property and the rights of the Church. In civil law the parish corporation holds title to the property and assets of the parish.
The basic norm of canon law operative in this respect is that of canon 1284. The canon directs any administrator of temporal ecclesial goods to “… fulfill (his) function with the diligence of a good householder … assuring that (he) exercises vigilance so that goods entrusted … are in no way lost or damaged … (and) take care that the ownership of ecclesial goods is protected by civilly valid methods” (C 1284, §1 and §2). The principal concern is whatever steps are necessary be taken while preserving the ecclesial integrity of the parish to assure that the property ownership and rights of the parish can be successfully and effectively defended in civil law. The Church’s perspective is that there is an existing canonical entity (the juridic person, the parish) which owns property and has property rights, and appropriate, available civil means are adopted and employed to define and protect in civil law those rights.
In canon law every parish is a juridic person. Like a civil corporation, the juridic person is an artificial person, distinct from all natural persons or material goods, constituted by competent, ecclesial authority for an apostolic purpose with the capacity for continuous existence with certain canonical rights and duties like those of a natural person (e.g., to own property, enter into contracts, etc.).
Like the civil corporation, the juridic person is a legal construct which can and must be conceived apart from natural person(s) who constitute it, administer it, or for whose benefit it exists. The parish juridic person is not a group or a collectivity and may properly be referred to only in the impersonal singular – It. The juridic person, being an abstraction, is incapable of acting. Therefore its affairs are “administered” by a canonically recognized administrator who “acts in the person of” the juridic person, although he is not the juridic person, and the rights exercised are not those of the administrator but those of the juridic person. Like any other juridic person the parish is capable of acquiring, retaining, administering, and alienating temporal goods according to the law (C 1255).
Canonically, ownership of goods and property acquired by the parish resides in the juridic person, the parish. By its nature the juridic person is perpetual and once established it can outlast all natural persons or material goods which form its substratum. It is important to remember the parish is primarily a juridic person set up by competent authority (the Bishop) with rights, privileges, and duties as defined by the canons. This juridic person has set up a civil corporation for purposes as defined above.
Trustees of the Corporation
In the Diocese of Wilmington the directors of the parish corporation are the five trustees who act on behalf of the civil parish corporation. The Bishop of the Diocese (in the case of a vacancy, the Administrator of the Diocese), the Chancellor, and the Pastor of the Parish are ex-officio members of the corporation. Two lay trustees, in accordance with the religious corporation laws of the State of Delaware and the State of Maryland, are to be elected each year as members of the parish corporation. The officers of the corporation are President, Treasurer, and Secretary. By statute of the Diocese of Wilmington, the Pastor is both the President and the Treasurer of the parish corporation. Also, by statute of the Diocese of Wilmington, one of the two lay trustees is to be named by the Pastor as Secretary of the corporation. Each year on the first Sunday of January, in accordance with state law, an open meeting of the parish is held to elect the two lay trustees. The proceedings of this meeting and the results of the election are to be recorded in the parish trustee minute (book) binder.
The Role of the Trustees
In response to the question – what is the role of the trustees? – the typical response would be, to conduct certain civil business transactions of the parish civil corporation, but to do so in a manner consistent with the rights and obligations of the parish as an ecclesial entity as directed by canon law and diocesan statutes.
In the Diocese of Wilmington, paralleling the rights and obligations of the juridic person and its administrator in canon law and as directed by diocesan statutes, trustees of the civil corporation are authorized to act in the following matters: (a) the acquisition, lease, and sale of real estate and other major assets (e.g., buildings of the parish); (b) execute contracts involving major financial commitment (example, major construction projects); (c) borrowing money and incurring financial liability.
In executing their duties, however, the trustees must follow the statutes and regulations as promulgated by the diocesan Bishop. For example, under Church law in the Diocese of Wilmington, entering into a contract for major construction (building new buildings or major renovations to existing facilities) may not be done without first an appropriate review by appropriate diocesan authority and then the direct permission of the local Bishop. The same is true for incurring debt or alienation of property or any part of the parish’s patrimony. The trustees may not engage in any civil action against any party or respond to any civil action without the Bishop’s specific permission. Note that under this scheme of governance, as established in the civil constituting documents of the civil entity, ecclesial authority authorizes the activities of the civil corporation.
It is not the role of the trustees to be involved in the ordinary day to day business administration of the parish. The pastor, authorized by canon law, is to conduct the day to day temporal business affairs of the parish in consultation and with the advice of Parish Councils, in particular the Parish Finance Council. There are specific diocesan rules and regulations which specify participation in the temporal affairs of the parish by the Parish Finance Council. (See Parish Accounting Manual.)
As to the process the pastor should employ when the activity of the trustees is required: Once the determination has been made that the parish should, for example, enter into a major contract or incur debt, the pastor, after consultation with the Parish Council and Finance Council, must call together the trustees, explain fully the purpose of the intended action, provide opportunity for discussion among the trustees, keeping in mind the recommendations and advice given the pastor by the Parish Councils. Usually the pastor will gather his lay trustees for these conversations, after having informed the local Ordinary of the need for such action, and having received the non-objection of the Ordinary to proceed.
Qualifications for a Trustee
A trustee must be a parish member, a practicing Catholic, and at least 25 years of age.
Priests, deacons, and religious assigned to the parish are not eligible to serve as a trustee.
State law requires that trustees be elected every year. Trustees serve until their successors are elected.
Trustees may not hold office on the Parish Councils nor should they serve as chairpersons of parish committees.
Generally, the trustees do not have regular meetings but are convened by the pastor as circumstances require.
Revised April 26, 2013