2016 Wesleyan Discipline:Subsidiary corporations

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A. Authorization of Subsidiary Corporations

4300. The General Conference may authorize the incorporation of any agency, institution (for matters relative to a general educational institution, cf. 2016 Wesleyan Discipline:2362), board, organization or similar body as a subsidiary corporation of The Wesleyan Church, and shall approve the articles of incorporation and bylaws and any amendments thereto (2016 Wesleyan Discipline:1590:6). The General Board shall carry out the directions of the General Conference regarding such subsidiary corporations, assign each one to the supervision of the General Superintendent; and, in the interim of General Conference sessions, may authorize such an incorporation by a two-thirds majority vote of all its members, and may approve the articles of incorporation and bylaws and any amendments thereto for any subsidiary corporation except as otherwise restricted by the General Conference (2016 Wesleyan Discipline:1655:18).

B. Subsidiary Corporations

4310. Definition. Those corporate units of The Wesleyan Church which are intrinsic to the priority mission of the Church are known as subsidiary corporations. These include the following:

(1) Districts (cf. 2016 Wesleyan Discipline:4100–4150). Local churches, whether incorporated or unincorporated (cf. 2016 Wesleyan Discipline:4000–4070), are units of the related district and subject to the authority of said district as set forth in The Discipline of The Wesleyan Church (cf. 2016 Wesleyan Discipline:1233:29–41; 2016 Wesleyan Discipline:1310:14–24; 2016 Wesleyan Discipline:4650–4780).
(2) General Educational Institutions (cf. 2016 Wesleyan Discipline:2365).
(3) The Wesleyan Pension Fund, Inc. (cf. 2016 Wesleyan Discipline:4400–4425).
(4) Hephzibah Ministries Inc. The Hephzibah Ministries Inc. in Macon, Georgia, is incorporated under the laws of the state of Georgia. It is administered by a board of directors elected by and amenable to the General Board (2016 Wesleyan Discipline:1655:18). The board of directors shall administer all matters pertaining to Hephzibah Ministries Inc. in accord with The Discipline (2016 Wesleyan Discipline:4570), the articles of incorporation and bylaws of the corporation.
(5) Wesleyan Investment Foundation, Inc. The Wesleyan Investment Foundation, Inc. is a not-for-profit corporation under the laws of the State of Indiana. It is governed by a board of directors of eleven members elected by the General Board (2016 Wesleyan Discipline:1655:19). The board of directors shall administer all matters pertaining to the Wesleyan Investment Foundation, Inc. in accord with The Discipline (2016 Wesleyan Discipline:4570), its articles of incorporation and bylaws, and is amenable to the General Board.
(6) Other corporate units may be designated as subsidiary corporations by the General Conference or a two-thirds vote of all members of the General Board.

C. Basic Provisions of Subsidiary Corporations

4320. The articles of incorporation or charter for the incorporation of any agency, institution (other than a district, cf. 2016 Wesleyan Discipline:1000–1496), or a general educational institution (cf. 2016 Wesleyan Discipline:2362), board, organization or similar body as a subsidiary corporation (2016 Wesleyan Discipline:4300; 2016 Wesleyan Discipline:4310:6), now established or hereafter created, and its bylaws, shall be in accord with the following basic provisions, provided that whenever such basic provisions shall conflict with the local laws under which the incorporation is effected, such provisions shall be modified to the extent required by local laws (2016 Wesleyan Discipline:4510):

(1) The purposes of the subsidiary corporation shall be in keeping with the religious, charitable, benevolent, and educational purposes of The Wesleyan Church and consistent with its doctrines and principles as stated in The Discipline (cf. 2016 Wesleyan Discipline:100–105; 2016 Wesleyan Discipline:200; 2016 Wesleyan Discipline:2105; 2016 Wesleyan Discipline:2259; 2016 Wesleyan Discipline:2306); and pecuniary profit shall not accrue to the members of the corporation.
(2) The bylaws of the corporation shall include The Discipline of The Wesleyan Church as amended from time to time (2016 Wesleyan Discipline:4570); and no bylaws may be adopted that are inconsistent with the provisions of The Discipline or contrary to local laws as stated in 2016 Wesleyan Discipline:4510. The bylaws, and any amendments thereto, shall be subject to the approval of the General Board, who shall also have the right to initiate any such bylaws or amendments, provided they do not contravene any action of the General Conference (2016 Wesleyan Discipline:1655:18).
(3) The General Board shall be and constitute the board of directors or shall elect the members of the board of directors as required by the Constitution except where prohibited by local laws (2016 Wesleyan Discipline:340:2; 2016 Wesleyan Discipline:1655:19; 2016 Wesleyan Discipline:4510), and shall have the authority to remove for cause any member thereof (2016 Wesleyan Discipline:1655:40b).
(4) All members of the boards of directors and all principal officers of subsidiary corporations in 2016 Wesleyan Discipline:4310:1 shall be Wesleyan Church members who meet the leadership qualifications. Two-thirds (2/3) of the members of each board of directors of other subsidiary corporations shall be Wesleyan Church members who meet the leadership qualifications (2016 Wesleyan Discipline:260–268; 2016 Wesleyan Discipline:558). The remaining one-third (1/3) of those boards of directors may be non-Wesleyan.
(5) A member of the board of directors may not be held personally liable for any debts, liabilities or obligations of the corporation.
(6) All fiscal operations shall be under board control, with budget, investment, and cash control by a board of directors of no less than seven members.
(7) The General Board shall be authorized to direct an annual audit of all assets, records, and other affairs of the corporation, and at any other time as it shall deem necessary (2016 Wesleyan Discipline:1655:20), and all records shall be open to the General Superintendent (2016 Wesleyan Discipline:1935:25) and to any other representative the General Board shall appoint for such a purpose.
(8) The board of directors shall make a complete and faithful report of finances and other activities to the General Board at any time as shall be required by such General Board (2016 Wesleyan Discipline:1655:22).
(9) An official copy of the minutes of all meetings of the board of directors and of the financial reports shall be forwarded to the Executive Director of Communication and Administration of The Wesleyan Church for permanent filing as requested.
(10) The bylaws shall establish proper safeguards for the borrowing or loaning of funds, and it shall be required that there will be adequate security by full mortgage protection or the like whenever there is an investment in property.
(11) All property, whether real, personal or mixed shall be held in trust for the use and benefit of the members and ministers of The Wesleyan Church and shall contain the appropriate trust clause as set forth in 2016 Wesleyan Discipline:4610.
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