206 – Parish Administration

Last Updated: 5/4/2011

May 4, 2011
Volume VII, No.16, Revised


Reverend and dear Fathers and Deacons,

The following Clergy Bulletin with background information and guidelines was prepared by my predecessor, the Most Reverend John R. Roach, to assist parish corporations with their operations. The major portion of the Bulletin responds to questions which are frequently raised by pastors, parish councils, finance committees, parish secretaries and others concerned with parish administration. I know that in the past you have found it helpful, and I believe you will find that this revised version remains an important aid in the ongoing administration of parishes and parish clusters in this Archdiocese.

In addition to this Clergy Bulletin, I remind pastors and other parish administrators to review and remain attentive to the provisions of the laws of the State of Minnesota, canon law, and the Clergy Bulletin on the Minimum and Maximum Amounts for Financial Administration, issued on April 6, 2010.

Given at Saint Paul, Minnesota, this 4th day of May, in the year of Our Lord 2011. All things to the contrary notwithstanding.

The Most Reverend John C. Nienstedt

Archbishop of Saint Paul and Minneapolis

Jennifer Haselberger

Chancellor for Canonical Affairs



Minnesota Statutes, Section 315.15, governs the formation of a parish corporation. The Bishop (or Archbishop) associates himself with his Vicar General, the Pastor of the parish and two lay members designated by the Bishop, the Vicar General, and the pastor, or a majority of them, to form the corporation by signing and filing a Certificate of Incorporation (Articles of Incorporation) with the Secretary of State of the State of Minnesota, and recording a copy thereof with the County Recorder of the county of its location.

These five persons constitute the corporation and, according to the Certificate of Incorporation, have power to transact all business of the corporation. The two lay members of the corporation serve for two year terms and their successors are selected by the Bishop, the Vicar General and the Pastor, or a majority of them. The Bishop, by reason of his office, is President, and the Pastor of the parish, by reason of his office, is Vice President of the corporation. The Secretary and Treasurer of the corporation are chosen from the members of the corporation and are usually the two lay members of the corporation.

The Certificate of lncorporation and the Bylaws adopted by the parish corporation provide for the five members of the corporation to constitute the Board of Directors.

All of the parish corporations have basically the same form of official governing documents, namely; Certificate of lncorporation (Articles of lncorporation) and Bylaws

The conduct of the parish corporation business must always be in accordance with the Certificate of lncorporation (Articles of lncorporation) and the Bylaws.


The Certificate of lncorporation is the primary governing document and is filed with the Secretary of State of the State of Minnesota and is recorded in the office of the County Recorder (Register of Deeds) of the county in which the parish is located. In some instances, this document is entitled “Articles of lncorporation,” depending upon the year in which the parish corporation was formed; but the document serves the same purpose, whether it is entitled “Articles” or “Certificate.” Among other important provisions, the Certificate of lncorporation (Articles of Incorporation) provides that:

A. No real estate belonging to the corporation can be sold, mortgaged, encumbered, or disposed of in any way without the consent of all the members of the corporation.

B. There are debt limitations established beyond which the consent of the President is required, and additional limitations beyond which the consent of all the members of the corporation is

C. The adoption or amendment of the Certificate of Incorporation (Articles of Incorporation) and the Bylaws requires the unanimous vote of all members of the corporation.


The Bylaws are a formal set of rules adopted by all the members of the corporation for the purpose of administering the business affairs of the corporation. The Bylaws are not filed or recorded in any official civil office, but are kept in the official Minute Book of the parish corporation. The Bylaws are subject to the provisions in the Certificate of Incorporation (Articles of Incorporation) and cannot be contrary thereto.


The members of the corporation constitute the Board of Directors:

a. Archbishop
b. Vicar General
c. Pastor
d. Two Lay Members from the parish (Trustees)


a. President – Archbishop
b. Vice President – Pastor
c. Secretary – Lay Member
d. Treasurer – Lay Member


While the Archbishop, Vicar General and the Pastor hold their membership ex officio, the lay members of the corporation are elected to membership by the Archbishop, Vicar General and the Pastor.

In practice, the Pastor submits the names of two lay members (sometimes referred to as “trustees”) belonging to the parish to the Archbishop and Vicar General requesting their votes for selection. The term of each lay member is for two years, or until a successor is elected. Before making a recommendation to the Archbishop and Vicar General, the Pastor may choose to consult with the Parish Council or the parish membership. Upon approval of the names, a formal proxy will be executed by the Archbishop and Vicar General authorizing him to cast the votes of the Archbishop and Vicar General at the meeting of the members of the corporation at which the election takes place. When the proxy is received from the Chancery, it shall be placed in the Minute Book of the parish corporation.

Lay Members/Trustees should not be employees of the parish. They should be parishioners of the parish who reside within the territory of the Archdiocese of Saint Paul and Minneapolis.


The Board of Directors must meet at least annually according to the Bylaws.


A proxy is a written document executed by the Archbishop and Vicar General, as members of the corporation, to be used at a meeting which they are unable to attend, giving authority to the Pastor, a member of the corporation, to cast their votes in favor of a specific corporate resolution stated in the proxy. The Pastor will conduct the corporate meeting with the two lay members in attendance. The action taken must be recorded in the Minutes of the Record Book of the corporation. Care should be taken that all proper resolutions and proxies are duly recorded so that all actions of the parish corporation are readily at hand for reference. All requests for proxies are to be sent over the signature of the Pastor. Since parish corporations are incorporated under the laws of the State of Minnesota, care must be taken that the above requirements for legal corporate actions are observed.

Proxies are required for the following:

  • Purchase of personal property of $25,000 or more
  • Purchase of real property for any amount
  • Sale of real property for any amount
  • Leases and agreements for the use of any parish property for a term beyond one year
  • Contracts for Deed
  • Demolition, annexation, transfer, and/or rezoning of property
  • Temporary or permanent easements of parish property
  • New building, renovation, or restoration projects
  • Any significant change to worship spaces that are connected to the celebration of the sacraments, including, but not limited to, the altar, the tabernacle, the baptistery, the crucifix, or the orientation of the sanctuary
  • Establishing cemeteries, columbaria, or engaging in feasibility studies therein
  • Larger maintenance projects of $25,000 or more
  • Construction change orders which increase costs by $5,000 or more
  • Loans or mortgages from lending institutions
  • Lines of credit from lending institutions
  • Consolidation of loans or refinancing
  • Revision of mortgages, loans, lines of credit
  • Contracting planners for building expansion
  • Contracting with architects for renovation or building projects
  • Contracted fundraising consultants for anticipated building projects
  • Engaging in feasibility studies for new building projects, building expansion, or renovation
  • Initiating a capital fund campaign where the total projected annual expenses exceed $25,000
  • Establishing endowments
  • Changes in the corporation articles or by-laws



Since the middle of the fourth century, the Church has claimed the right to acquire temporal goods and property in order to accomplish the goals set forth by Christ’s teaching and the Church’s own directives. In order that divine worship may be celebrated, works of charity may take place and there may be some provision for the support of the clergy, these goods and properties must be administered in a sound and orderly way. Therefore, the following norms are implemented in the Archdiocese of Saint Paul and Minneapolis to accomplish that end.


A. Deed is the signed and usually sealed legal instrument attesting to the rightful ownership of real property, i.e., land and buildings. It cites the name of the owner along with a legal description of the property and any encumbrances that may impinge on the property. Deeds should be recorded and always be in safekeeping.

B. Abstract of Title, prepared by an official county abstractor, is a summary statement of the successive conveyances and other facts upon which title to a parcel of land Abstracts should always be in safekeeping.

C. Certificate of Title. If the property is registered there will not be an Abstract but an “Owner’s Duplicate Certificate of Title” issued by the Register of Titles in the county where the property is located. This Certificate should always be in safekeeping,

D. Assessments. A sum levied by a government body on property to defray proportional share of costs for improvements to property, e.g., curbing, sewer and water, etc.


When applying for the required proxy, the request should contain the following:

A. The legal description of the property.

B. The name of the buyer, or the name of party from whom the purchase is. If husband and wife, so state; if it is a corporation, give correct corporate title.

C. The purchase price, or sale price.

D. A full copy of at least one appraisal of the property, along with another document attesting to the stated value.

E. In the event of a sale, a statement that the parish sees no use for the property in the foreseeable future; or, in the event of purchase, a statement of the contemplated usage of the property.

F. Evidence of review of purchase documents by competent counsel including consideration of environmental matters and title defects.

G. Evidence of review of acquired property by local service office of the General Insurance Program of the Archdiocese, including coverage under the program.

H, Transfer documents should restrict future use of the property in compliance with the doctrine of the Roman Catholic It is advised that purchase and listing agreements include the terminology found in the document ‘Considerations When Drafting Listing Agreements’.


“Personal Property” as opposed to “real property” (land and buildings), includes furniture, equipment, machinery, vehicles, clothing, personal effects, stock certificates, bonds, other evidences of investment, and other tangible objects.

A sale or purchase of personal property normally involves the execution, delivery and receipt of a written instrument of transfer, such as a bill of sale, and may also involve delivery and receipt of a written evidence of ownership, such as a title card, stock certificate, bond or other formal document. If the sale or purchase also involves a “time payment” arrangement, the execution and filing of a security instrument may be involved, for the protection of the party to whom the payments are due.

A major purchase or sale of personal property should be approved by a resolution of the Board of Directors of the parish corporation. When the value of the property is over $25,000, the College of Consultors and the Archdiocesan Finance Council must also give their consent. The required request for proxy and canonical approval should state the terms of the purchase or sale, including any financing terms, as well as a description of the property and parties involved.


An easement reflects an interest in land owned by another that entitles its holder to a specific use or enjoyment, e.g., sewer line through property, roadway purposes, utilities, etc., and may be of temporary or permanent nature

When applying for the required proxy to grant an easement, the request should include the requirements for sale or purchase of real estate listed in Part II, Section 2.


A lease or rental agreement is a contract which grants the right to use real estate for a term of time, i.e., months or years, for a specific purpose and a specific financial consideration or rent.

Care must be exercised in the rental of property so as to avoid an obligation to pay what is described as an Unrelated Business Income Tax to the federal government. Typically, rental income for parishes is exempt from income taxes. However, under certain circumstances, (so­ called “debt financed income” as defined by IRS regulations) a parish can be liable for the Unrelated Business Income Tax in the rental of its property. Also, the rental of property can expose the parish to property taxes for that property.

Because of complexities involved in these items, it is recommended an attorney approve all rental agreements before they are executed.

The valid leasing of property owned by a parish requires the canonical consent of the Archbishop when the market value of the goods to be leased exceeds $100,000 or the lease is to be for 1 year or longer. The consent of the Holy See is required when the value of the property exceeds $5,000,000.

When applying for the required proxy and canonical approval to execute a lease or rental agreement, the request should include:

a. The legal description of the property affected by the lease or agreement, including a recent appraisal
b. The name of the lessee.
c. The terms, i.e., length of time and financial consideration.
d. Proposed usage of the property by lessee, recognition of the restrictions on use or purpose in compliance with the doctrine of the Roman Catholic Church.
e. Statement of how lease might affect the usage of the remaining parish property.


A mortgage of real property is security for a debt which becomes void upon payment or performance according to stipulated terms. Generally, mortgages are treated as equivalent to alienations under canon law, as a mortgage of real property could jeopardize the patrimony of the parish. The required request for a proxy and canonical approval for executing such a mortgage should include:

a. Exact legal description of the real estate to be mortgaged and the description of the improvements on the property, e.g., the school, church, etc., including a recent appraisal,
b. The terms of the mortgage.
c. The name of the mortgagee, i.e., bank, lending institution,
d. Evidence that the parish has the means to satisfy the mortgage terms including debt service.


All parish properties are insured under the General Insurance Program of the Archdiocese.

Reports of damage or loss should be made immediately to the local service office.


Under the Minnesota Constitution and supporting statutes, churches, church property, schools and institutions of purely public charity are exempt from property taxes. (There is no exemption from assessments for local improvements.) The tax exemption is available so long as the property is used solely for religious, educational or charitable purpose and, provided, for certain of this property, a specified form describing the property claimed to be exempt, is filed every three years, on or before February 1, with the County Assessor of the county in which the property is located. (This form is entitled Application for Property Tax Exemption and is available through the County Assessor’s Office). Do NOT file as an institution of purely public charity.

No filing of the form is required to preserve the exemption for the church and school. However, for rectories, convents, cemeteries or other property not a church or school, such filing is mandatory in the year such use is first made of this property and every three years thereafter.

Since frequently all or most of these parish facilities are intermingled on a single tract, it is suggested all parish properties be reported so as to simplify the reporting and avoid omissions.

Property not used for religious, educational or charitable purposes by the parish or a tenant is not exempt from taxes and should not be included in the filing.

It is essential this from be timely filed with the Assessor to preserve the tax exemption.

If assistance is needed to complete this form, call the Chancery.


A Service Contract is an agreement or contract between the parish corporation and another corporation, individual or other entity (contractor) wherein the contractor agrees to perform certain prescribed services, within a prescribed time period, in return for a specific price.

Examples of the kinds of services which might be the subject of such a contract or agreement are the maintenance or repair of buildings, grounds, equipment or machinery; fund raising and investment services; and legal, accounting, engineering or appraisal services.

Any service contract should be reviewed by the local service office for insurance compliance and limitation of liability. Significant service contracts should be reviewed by competent legal counsel. If a proxy is required, the proxy request should include the same information as found in Part II, Number 5 on listing and rental agreements.


Parish owned cemeteries should always be properly maintained to reflect respect for our honored dead. Monuments should be in good repair and the grass mowed.

a. Each cemetery should be dedicated. Minnesota Statues, Chapter 307.01, requires all cemeteries owned by religious corporations shall be surveyed and a plat thereof made by the surveyor; further, the law specifies this plat is to be filed with the County Recorder of the county in which the cemetery is located. (This procedure is sometimes described as the “civil dedication” of a cemetery.) The language of the statue makes the preparation and filing of this plat In addition, the filing is necessary to preserve the exemption enjoyed by religious cemeteries from assessments for local improvements such as abutting public road, water and sewer installations.

b. If not already completed, it is recommended an attorney be engaged to arrange for this platting and filing to be certain the details of this law are satisfied.

c. It is recommended that each parish have its own set of rules and regulations for its cemetery.

d. The record of burials in the cemetery must be accurate and up to date and a plat for the entire cemetery should be available for inspection.

e. Cemetery funds should not be commingled with other parish funds; these should be described and reported on the Annual Parish Financial Report to the Chancery. If cemetery funds are borrowed by the parish, the transaction should be evidenced by a promissory note with a stipulated rate of interest.

f. While the cemetery may have its own board or committee for its operation, all properties and funds belong to the parish corporation. The Pastor must always be a member of the cemetery board or committee.

g. Before interments are made, burial permits must be obtained from the State; these are usually delivered by the funeral director.




To facilitate uniform accounting practices in the parishes of the Archdiocese, a Chart of Accounts was established in 2008. These charts look not only to an accounting system for the parish but also to the Annual Parish Financial Report which is required by the Chancery. While the chart will allow for certain adaptations to fit the local parish situations, we ask that it be followed in keeping the financial accounts and preparing reports.


By Church law, Pastors are required to make periodic reports of the parish finances to the Archbishop. In this Archdiocese we ask that they be submitted to the Chancery within one hundred and twenty days after the close of the fiscal year. Reports must be completed in the format prescribed by the Chancery.

All financial assets, liabilities, revenues and expenses are to be listed in the report.

Likewise, each Pastor is required to give a complete financial report annually to the members of the parish in which a clear accounting of income and expenditures are listed.

3. Audits and Balance Sheet Reviews

Many parishes have complex financial situations, sometimes compounded when changes in personnel occur. To assist pastors, finance councils, other parish consultative groups, and the parish as a whole, a review of financial records and public reports by an independent accountant is required in all parishes every five years, or upon transfer of a pastor.

Waivers for this requirement will be granted when necessary, e.g., appointment of a new pastor shortly after completion of the five year audit. In parishes with annual operating budgets under $1,000,000, an uncertified review with accompanying management letter is required. This review will include inquiry into and review of analytical procedures to provide auditors with reasonable basis for assessing financial statements. Auditors look for conformity with generally accepted account principles.

Certified audits are required in parishes with operating budgets of more than $1,000,000. This type of audit also examines financial statements in accordance with generally accepted accounting standards. It includes the same steps as the review, but in addition evaluates internal accounting controls, test accounting records, and corroborates evidence through inspection, observation and other procedures. The objective is to provide auditors a reasonable basis upon which to express an opinion regarding the financial statements.


The Pastor, after consulting the Trustees and the Parish Council or its appropriate committee, may invest parish funds in safe and proper investments.

Investment transactions are those which convert money into income-producing forms of securities and property.

Bank deposit of funds at interest does not of itself constitute investment in its proper sense, but such bank deposits at interest will fall under the rules regarding investments:

a. Invested capital elements which are places in investment temporarily pending some other disposition, are not by the fact of being invested therefore made subject to the restrictions upon alienation.

b. Investment is an act of extraordinary administration and is not to be performed by the administrator alone, but in conjunction with the required action of other persons as designated by law.

c. The canonical prohibition against speculative practices in ecclesiastical affairs does not rule out the consideration of possible legitimate and conservative investments.

d. Parish funds may be invested in:

1. Accounts at banks, savings and loan associations (which have either a state or federal charter), and in the interparish loan fund at the Consideration should be given to maximizing FDIC (or similar insurance).
2. Any true obligation of the United States Government or any of its agencies.
3. Common or preferred stock, debentures, bonds or notes of any corporation providing security is listed on a recognized national or regional exchange, or has a ready market made available by a national or regional broker/dealer. Exceptions to the aforementioned would be: debentures, bonds and notes must have a rating of not less than “A” by the national rating services.
4. Agency accounts at the Catholic Community Foundation of the Archdiocese, invested in any of the available fund families.

e. All investments must be made in the name of the parish corporation. Third party investments are never permitted.

f. Pastors, Trustees and Parish Councils are cautioned to avoid any speculation with parish funds and to make certain that the funds are invested only in financial institutions with a sound history of safety and performance.

g. All other investments, including money market funds, euro-dollars, etc., must have the permission of the Archbishop of the Archdiocese of Saint Paul and Minneapolis.


Authorization to sign checks drawn on all parish and affiliate accounts will require the action of the majority of the Board members.

For good management, the number of those so authorized should be strictly limited. The Book of Minutes for the parish corporation should record the resolution with the names of those authorized to sign checks along with the name of the bank where the parish funds are deposited. For the sake of safety and good order, as little cash as possible should be kept on the parish premises.

Signatory authorization must recognize sound segregation of duties and other common internal measures including prohibiting signature by those processing the payment. Signatures by stamp should be controlled by the signer.

Pastors must be a signatory on all bank accounts including those for any organization that is a part of or affiliated with the parish corporation. Such organizations are determined by reliance on the parish for their tax-exempt status. Funds received by such organizations must be reported to the finance council and be included in the annual finance report to the Archdiocese.


Efficient management of parish cash dictates that no more than is needed to pay bills on time should be retained in the checking account. Until cash is needed, it should be invested in whatever savings instrument best suits the needs for cash. All such instruments should be insured.


Each parish should have a fireproof file, vault or safe for the safekeeping of its official, financial, corporate and sacramental records, along with other parish valuables.


Funds collected by parish societies are to be considered property of the parish corporation.


This fund, established at the Chancery, is funded by parishes which presently have cash in excess of their needs and are willing to deposit them for the use of other parishes at an advantageous interest rate. The interest rate varies to reflect market conditions.


All proceeds should be forwarded to the Chancery immediately after the collection is taken. Make checks payable to “Archdiocese of Saint Paul and Minneapolis” and indicate for which collection the amount has been forwarded.


The Minnesota Sales and Use Tax is charged to purchasers of most tangible objects and some services. The seller must collect the tax and remit it to the State Department of Revenue. The parish is exempt from paying this tax on all articles or taxable services which it purchases provided the use of such items is for the religious, educational, or charitable functions of the parish. However, to qualify for such exemption the parish must obtain from the state a Certificate of Exemption for display to sellers so as to validly relieve the seller of the obligation to collect the tax. Certificates of Exemption are secured by contacting the Minnesota Department of Revenue, Sales and Use Tax Division. Notable exceptions to the exemption are purchases of motor vehicles, trash hauling, prepared foods and lodging.

In turn, while the goods and services which the parish occasionally sells to others at bazaars, festivals, picnics, rummage sales and similar events are not taxable, should the parish endeavor to engage in the selling of goods and services beyond these isolated and occasional instances (e.g., a weekly or monthly bingo game), it may incur the obligation to collect and remit sales taxes to the state. If such endeavors are contemplated, they should first be reviewed with the Chancery for study and approval.


As employers, parishes are required to obtain Employer Identification Numbers from both the federal and state governments. These numbers are necessary for proper identification of the parish on the variety of forms required to be sent to the Internal Revenue Service, Social Security Administration and the Minnesota Department of Revenue as they relate to the withholding of income taxes, social security taxes and, where applicable, unemployment compensation payments and sales tax payments.

Direct all inquiries regarding Federal Identification Numbers to the Internal Revenue Office, (phone: 800-829-4933); and for the State Identification Number contact the State of Minnesota (phone: 651-282-5225 or 800-657-3605).


While betting and gambling on games of chance and skill might be permitted at parish social l events, the necessary permits and permissions must be received, in advance, from the proper civil authority. The requirements of local and state law must be carefully followed.



Whether the project be one of a capital improvement, major repair or new construction, a proxy for all proposed projects should be received prior to any contractual commitments. Some projects will only require a proxy; other projects will need the review and approval of the Archdiocesan Building Commission.


Example: Installation of new windows, roof replacement, redecoration of worship space, purchase of organ, etc.

As referenced in Part I, Number 7, a proxy will be required. Points of absolute concern will be the objective of the project, the suitability of recognition of or modification to liturgical features and impact on the financial health of the parish. When the proxy is requested, the following should accompany the request:

a. A description of the project.
b. Cost of project.
c. Name of architect, when applicable, and contractor.
d. Program for financing the project.

To demonstrate the capacity of the parish to finance the project, 50% of the project cost must be available in cash and the remainder covered by pledges of support. The pledges of support and operating surpluses of the parish must be adequate to comfortably service debt financing. This requirement must be met prior to the start of the project.

When the project includes redecoration or renovation of a worship space, approval will need to be received from the Archdiocesan Building Commission before a proxy is issued.


Planning for the construction of new buildings or additions to existing structures will require prior consultation with the Vicar General.

After reviewing the proposal along with the initial plans for financing the project, he will consult with the Archbishop before permission is given to proceed with formal planning. At that time, the Vicar General will outline for the Pastor the required information for presentation to the Archdiocesan Building Commission. A guide for expansion construction projects is available from the Chancery but generally includes the following provisions. The funding requirements are at least as stringent as those for major repairs and improvements.

a. A satisfactory proposal will be required for financing the project.

b. Evidence of support from the parish community, either through its Parish Council or other representation, will be required.

c. The parish will be asked to demonstrate the need of construction and how it relates to the overall physical and program needs of the parish.

Architectural planning

a. The Pastor, along with his trustees, will be authorized to engage the services of a registered architect to prepare preliminary plans along with cost estimates. The Parish Council should be involved in the planning.

b. After these preliminary plans are approved by the Archdiocesan Building Commission, the Pastor will be authorized to proceed with the working drawings and firm cost estimates for final presentation and approval by the Commission.


a. After final approval has been given by the Archdiocesan Building Commission, bids may be solicited from reputable contractors and the award should normally go to the lowest responsible bidder. It is recognized that other issues may be involved.

b. If the bids are in excess of 10% of the final estimates, the Pastor will be required to refer the project back to the Archdiocesan Building Commission for further study.

c. All contractors will be required to post bond and be responsible to secure lien waivers from all subcontractors.

d. Payments to contractors should be made only after billings are approved by the architect.