Administration Ministry Team

meeting of November 9, 2010

 Present:  Carl Connor, Joan Rawson, Gene Christensen, Mike Bartholomew, Ken Osborne, and Mel Parish

 Meeting called to order a 7:02 p.m. by Carl Connor.  Mel Parish opened the meeting with prayer.

 There were no minutes of the 10/12/10 meeting as we had no meeting due to lack of a quorum.

 Old Business

 ·         Status of this year’s budget:  At the close of October, the church recorded $366,472.45 in income and $366,108.98 in expenses for a total year-to-date net budget surplus of $363.49.  Like September, there was a net deficit for October of $5,374.15.  We have expected that income would start to increase during the fall, but it appears that is not happening.  Although each Ministry Team has worked hard to restrain their spending, revenue continues to decline and if the past is an indicator of the future, our deficit for 2010 could reach $10,000 or more.

·         Discussion of networking church computers:  We discussed the urgent need to upgrade the computer used for our financial records and reports as soon as possible.  Carl and Joan will pursue this with input from John Grant.

·         Cost savings on church insurance:  Carl reported that he had toured Ed Sherrill from Guide One Insurance Company around our campus and that redacted copies of our current policy with Church Mutual will be provided to Mr. Sherrill for evaluation and a cost proposal from Guide One.  Guide One was recommended to us by the Presbytery of Sierra Blanca.

·         Getting a church credit card that Norm is not responsible for:  Carl presented a copy of the attached Corporate Authorization Resolution requested by the credit card issuer that services our bank, First American Bank.  After discussion, the Ministry Team voted to present the resolution, with our recommendation for approval, to the Session for final approval and certification by the Clerk of Session.  The resolution limits the Church’s liability to a total of $20,000, the same limit we have with our current provider.  SESSION ACTION ITEM

• Stewardship campaign:  We discussed the outstanding Stewardship Minute for Mission message delivered by Larry Felhauer on Sunday, 11-7 and look forward to next Sunday’s message being delivered by Bobby Rankin.  We discussed the desirability of a final message on Stewardship Sunday and designated Carl to present a brief reminder that Pledge Cards are available in the pews for anyone wishing to participate.

New Business

·         Review & act upon new Building use Requests:

1.    Linda’s request to use Reeves/Watkins on Sat. 11/20 that was previously approved via emails was reverified for the record.

2.     Janet McPherson’s request for The Learning Tree to use Reeves/Watkins on Thursday, 12/9 from 6 to 8 was approved.

3.    NAMI’s request to use Reeves/Watkins on Saturday 12/18 was placed on hold for 1 week to allow any church group to submit their request for that date.  Assuming no conflicts, their request will be approved on Tuesday, 11/16.

 ·         Discuss 2011 Budget development process, timeline, and format changes:

Carl advised the Team that he had distributed preliminary copies of the 2011 Budget work sheets and copies of alternate budget reporting sheets to all of the other Ministry Teams before the meeting.  The alternate budget reporting sheets are for the review and discussion of each Team so that they can help us provide the information that they need as they monitor their spending throughout the year.  The preliminary 2011 Budget work sheets will be updated as soon as Carl gets the Excel spreadsheet data and transfers it to the worksheets.  A projected timeline for developing the 2011 Budget will be handed out at the Session meeting on 11-16 for discussion and subsequent agreement.

 ·         Discuss any other New Business that is brought to the table:

Bylaw changes:  Carl presented a copy of the attached Draft proposal for changing the Church Bylaws to define the relationship between the Church and the First Presbyterian Church Foundation (FPC Foundation).  The proposal includes both a summary of relevant parts of the FPC Foundation Bylaws and proposed Church Bylaw changes that will hopefully define our relationship.  The draft was developed with input from both Admin. Team members and Foundation Board members and was approved by the Team for presentation to the Session for discussion and approval.  SESSION ACTION ITEM

 Meeting adjourned 8:00 p.m. followed with a prayer by Carl.

Next Admin Team meeting is December 14, 2010, at 7 PM.

 --Respectfully submitted by Carl Connor

 

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DRAFT

 

The following is background information from the Bylaws of the First Presbyterian Church of Las Cruces Foundation, Inc. (hereafter FPC Foundation) that are necessary to understand the FPC Foundation before considering changes to the First Presbyterian Church (hereafter FPC or Church) Bylaws that will define the relationship between the Church and the FPC Foundation.

 1.      The First Presbyterian Church recognizes that the FPC Foundation is an independent corporate entity that is managed for the benefit of the Church by its Board of Directors.

 2.       The relationship between the FPC and the FPC Foundation as established by the Foundation Bylaws is as follows:

a.       “The purpose for which this Corporation is organized is stated in the Articles of Incorporation.  This Corporation is to be operated exclusively to support and benefit First Presbyterian Church, Las Cruces, New Mexico.  The Directors of the Corporation will endeavor to raise funds and manage those funds for this purpose.”

b.       “Subject to the limitations of the Articles of Incorporation the Corporation these Bylaws and the laws of the State of New Mexico, affairs of the Corporation shall be managed by the Board of Directors.”

c.        “All Directors shall be elected by the governing board of First Presbyterian Church, Las Cruces, New Mexico.”

d.       “An individual Director may be removed from office, with or without cause, by the vote of two-thirds (2/3) of the full governing board of First Presbyterian Church, Las Cruces, New Mexico.”

e.        “A vacancy in the Board of Directors occurring for any reason, including an increase in the authorized number of Directors, shall be filled by the vote of a majority of the full governing board of First Presbyterian Church, Las Cruces, New Mexico.”

f.        “The officers of this Corporation shall consist of a President, one (1) or more Vice Presidents (that number to be determined by the Board of Directors from time to time), a Secretary and a Treasurer, each of whom shall be elected annually by the Board from its own members.”

g.        “Upon dissolution, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over to First Presbyterian Church, Las Cruces, New Mexico.”

h.       “The governing board of First Presbyterian Church, Las Cruces, New Mexico, shall have power to make, alter, amend and repeal the Bylaws of the Corporation.”

 3.       Given that the FPC Foundation Board of Directors is independent and separate from the governing board of the FPC, i.e., the Session, and that individual Directors may be removed by 2/3 vote of the FULL governing board (Session), the Session has the legal authority and ability to provide some level of guidance to the FPC Foundation Board.  The Session however, cannot exercise any direct management of the day-to-day operation of the FPC Foundation without possibly affecting the tax exempt status of the FPC Foundation.  Removing some, or all, of the Board’s independent Directors, and replacing them with new Directors in order to manage or control the FPC Foundation Board of Directors and make them subservient to the Session will probably affect the tax exempt status of the FPC Foundation.

 The Administration Ministry Team purposes and recommends the following Church Bylaws be changed as follows in order to formalize the working relationship between the FPC Foundation and the Church, so that each organization understands and accepts the “normal” day-to-day working relationship between them.

 1.       Change the Church Bylaws to state that “A Foundation Director may be removed from office, with or without cause, by the vote of two-thirds (2/3) of the full governing board of the First Presbyterian Church, Las Cruces, New Mexico.”

 2.       Change the Church Bylaws to state that “Any transfer of property and/or funds, other than the normal End-of-Year transfers of earnings from endowed funds, between the First Presbyterian Church and the First Presbyterian Church Foundation shall require the approval of the Session.”

 3.       Change the Church Bylaws to state that “All requests to the First Presbyterian Church Foundation, Inc from the First Presbyterian Church for financial support shall be approved by the Session.  The Clerk of Session shall submit each approved request to the First Presbyterian Church Foundation Board President.”

 4.       Change the Bylaws to state that “All non-cash assets that have been accepted by Session shall ordinarily be transferred to the First Presbyterian Church Foundation for the purpose of management of the asset.”

 draft

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CORPORATE AUTHORIZATION RESOLUTION

 

By:

The Session (Board of Directors) of the First Presbyterian Church of Las Cruces

200 E. Boutz Road,   Las Cruces, NM 88005

 

Referred to in this document as “Corporation’”

________________________________________________________________________________________________________

 

I, Stephen Hardin certify that I am Secretary (clerk) of the above named corporation organized under the laws of Federal Employer ID Number _85-0113935_ engaged in business under the trade name of First Presbyterian Church and that the resolutions on this document are a correct copy of the resolutions adopted at a meeting of the Board of Directors of the Corporation duty and property called on 16 November 2010. These resolutions appear in the minutes of this meeting and have not been rescinded or modified.

 AGENTS Any agent listed below, subject to any written imitations, is authorized to exercise the powers granted as indicated below:

        Name and title or Position                                               Signature                                                 Facsimile Signature if used)

 

 

A. Norm Story, Pastor________________            X _________________________________  X _________________________

 

 

B. Linda Ramirez, Secretary_________________  X _________________________________  X _________________________

 

 

C Mark Hellman, Youth Specialist____________ X _________________________________  X _________________________

 

 

D Kristine Lambert. CE Program Coordinator___  X _________________________________  X _________________________

 

POWERS GRANTED (Attach one or more Agents to each power by placing the letter corresponding to their name in the area before each power. Following each power indicate the number of Agent signatures required to exercise the power)

 

Indicate A, B. C,        Description of Power                                                                                                           Indicate number of

and/or D                                                                                                                                                                  signatures required

___N/A______       (1) Exercise all of the powers listed in this resolution                                                             ____N/A________

___N/A______       (2) Open any deposit or share account(s) in the name of the Corporation                               ____N/A________

___N/A______       (3) Endorse checks and orders for the payment of money or otherwise withdraw or             ____N/A________

transfer funds on deposit with this Financial Institution.

___N/A______       (4) Borrow money on behalf and in the name of the Corporation, sign, execute and              ____N/A________

deliver promissory notes or other evidences of indebtedness

___N/A______       (5) Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts,          ____N/A________

bills of lading, stocks, bonds, real estate or other property now owned or hereafter

owned or acquired by the Corporation as security for sums borrowed, and to discount

the same, unconditionally guarantee payment of all bills received, negotiated or

discounted and to waive demand, presentment, protest, notice of protest and notice of non-payment.

_A, B, C, D__         (6) Other_USE CREDIT CARD ISSUED TO THE FIRST PRESBYTERIAN CHURCH                 _______1_______

WITH A TOTAL CHURCH CREDIT OF $20,000.00 FOR THE PURPOSE OF PAYING

FOR GOODS AND SERVICES AS AUTHORIZED BY THE SESSION AND/OR

APPROPRIATE MINISTRY TEAM MODERATORS.

 

LIMITATIONS OF POWERS  The following are the Corporation’s express limitations on the powers granted under this resolution.

 

 

EFFECT ON PREVIOUS RESOLUTIONS This resolutions supersedes resolution dated _____N/A______. If not completed, all resolutions remain in effect.

 

CERTIFICATION OF AUTHORITY

1 further certify that the Board of Directors of the Corporation has, and at the time of adoption of this resolution had, full power and lawful authority to adopt the foregoing resolutions and to confer the powers granted to the persons named who have full power and lawful authority to exercise the same (Apply seal below where appropriate.)

 

__X_  If checked, the Corporation is a non-profit corporation                In Witness Whereof, I have subscribed my name to this

document and affixed the seal of the Corporation on 16 November 2010

 

 

 

__________________________   __________________________

Attest by One Other Officer                    Secretary