2016 Wesleyan Discipline: Chapter 3: The Wesleyan Church Corporation
A. Name and Purpose
4200. The General Conference shall cause a corporation to be formed and maintained for The Wesleyan Church such as will enable it to receive, own, encumber, sell, transfer, and otherwise dispose of property, and such as will facilitate the management of its legal and corporate affairs as may be directed by the General Conference from time to time (2016 Wesleyan Discipline:1590:5). Said corporation shall be known and incorporated under the name of The Wesleyan Church Corporation.
B. Board of Directors and Bylaws
4210. The General Board, duly constituted as required by The Discipline (2016 Wesleyan Discipline:1605–1650), shall be and constitute the board of directors of The Wesleyan Church Corporation and of each of its precedent corporations as listed in 2016 Wesleyan Discipline:4230. The corporate powers, business, and other affairs of the Corporation shall be exercised, conducted, and controlled by its board of directors in accord with its articles of incorporation and bylaws, The Discipline of The Wesleyan Church as from time to time amended (which shall serve as the Bylaws of the Corporation), and any other directives of the General Conference (2016 Wesleyan Discipline:1655:10, 15), and the laws of the several states (2016 Wesleyan Discipline:4510). The Executive Board, duly constituted as required by The Discipline (2016 Wesleyan Discipline:1750–1790), shall be the executive committee of said board of directors and shall exercise its powers and authority in the interim of its sessions except for that business which requires more than a simple majority of said board (2016 Wesleyan Discipline:1785:2), shall carry out such duties as are required of it by the board of directors, and shall be subject at all times to the control of said board of directors (cf. 2016 Wesleyan Discipline:1750; 2016 Wesleyan Discipline:1785). The board of directors shall be authorized to appoint committees from among its own members and to delegate its corporate powers to such committees as it may deem wise in the interim of its sessions, all as may be permitted by the corporation laws of the state of Indiana.
4220. The president, vice-president, and other officers of the Corporation shall be elected by the board of directors, with the exception of the Executive Director of Communication and Administration who shall be the secretary of the Corporation and the General Treasurer/Chief Financial Officer who shall be the treasurer of the Corporation (2016 Wesleyan Discipline:1976). All officers shall serve as set forth in the bylaws.
D. Precedent Corporations
4230. The Wesleyan Church Corporation shall receive and administer new trusts and funds, and so far as may be legal, shall be the legal and ecclesiastical successor in trust and carry out the functions of “The Pilgrim Holiness Church Corporation,” an Indiana corporation, “The Pilgrim Holiness Church Corporation,” a Michigan corporation, “The Wesleyan Methodist Church of America,” a New York corporation, “The Wesleyan Methodist Publishing Association of America,” a New York corporation, “The Wesleyan Educational Society,” a New York corporation, “The Missionary Society of the Wesleyan Methodist Church of America,” a New York corporation, “The Woman’s Missionary Society of the Wesleyan Methodist Church of America, Inc.,” a New York corporation, “The Missionary Bands of the World,” an Indiana corporation and “The Pentecost Bands of the World,” an Illinois corporation; and so far as is legal and as such successor in trust it shall be and is authorized and empowered to receive from its said precedent corporations all trust funds and assets of every kind and character, real, personal or mixed, held by them or any one of them and it shall be and is authorized to administer such trusts and funds in accordance with the conditions under which they have been previously received and administered by said precedent corporations. Nothing herein contained, however, shall be construed to require the dissolution of any of the precedent corporations above listed, and they shall continue to administer such funds as may not be legally transferred to the new corporation (2016 Wesleyan Discipline:4210–4220).
E. Indemnification of Officers
4235. To the extent not inconsistent with applicable law, every person (and the heirs and personal representatives of such person) who is or was a director, officer, employee, or agent of The Wesleyan Church shall be indemnified by the Church against all liability and reasonable expense that may be incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding
- (a) if such person is wholly successful with respect thereto or,
- (b) if not successful, then if such person is determined to have acted in good faith, in what he or she reasonably believed to be the best interests of the Church (or, in any case not involving the person’s official capacity with the Church, in what he or she reasonably believed to be not opposed to the best interests of the Church) and, in addition, with respect to any criminal action or proceeding, is determined to have had reasonable cause to believe that his or her conduct was lawful (or no reasonable cause to believe that the conduct was unlawful). The termination of any claim, action, suit, or proceeding, by judgment, settlement (whether with or without court approval), or conviction, or upon a plea of guilty or of nolo contendere or its equivalent, shall not create a presumption that a person did not meet the applicable standards of conduct. (The entire Articles of Incorporation that provide indemnification are on file with the Office of the Secretary and with the Indiana Secretary of State.)
F. Donations, Bequests, Devises
4240. The Wesleyan Church Corporation shall receive and hold in trust by donation, gift, grant, bequest, devise or otherwise, any property, real, personal or mixed, in any state in the United States of America or any other country, in behalf of The Wesleyan Church or any of its subsidiary interests, for any benevolent, charitable, religious or educational purpose and to administer the same and the income therefrom in accordance with the directions of the donor, trustor or testator and in the interests of the general department, office, institution, agency, society or other body contemplated by such donors, trustors or testators, the whole to be under the direction of and amenable to the General Conference (2016 Wesleyan Discipline:1590:4–5). The board of directors shall have power, with the advice of competent investment counsel, to invest, reinvest, buy, sell, transfer, and convey any and all funds and properties which it may hold in trust, subject always to the terms of the legacy, devise or donation and shall, whenever it is necessary to do so, determine the use or uses of each such fund or trust which shall correspond with the general intentions of the donor, trustor or testator.
G. Power of Intervention
4250. The General Board as the board of directors shall be authorized and empowered to intervene and institute all necessary legal and equitable actions in the name of The Wesleyan Church Corporation to protect the interests and rights of The Wesleyan Church anywhere, including all matters relating to property and rights to property, whether arising by gift, devise or otherwise, or where held in trust for the benefit and use of the members and ministers of The Wesleyan Church (2016 Wesleyan Discipline:1655:21; 2016 Wesleyan Discipline:4120:3; 2016 Wesleyan Discipline:4590; 2016 Wesleyan Discipline:4770; 2016 Wesleyan Discipline:4870–4880).
4260. Whenever any group of ministers or members shall put themselves in an attitude of insubordination or disobedience to The Wesleyan Church as set forth in 2016 Wesleyan Discipline:5010, the General Board shall be empowered to institute and carry out disciplinary proceedings as set forth in the General Board Policy on Church Discipline (2016 Wesleyan Discipline:5305–5320; 2016 Wesleyan Discipline:5355–5380), and pertinent provisions of The Discipline, and, when deemed necessary, may authorize the General Superintendent or other general official(s) to request an affirmation of loyalty and reorganize the district or other unit involved as set forth in the General Board Policy on Church Discipline (2016 Wesleyan Discipline:5320–5325; 2016 Wesleyan Discipline:5375–5380). Whenever such insubordination occurs in a local church, the General Board shall intervene only when the district officials or district board of administration over the local church shall fail or refuse to act.
4270. The articles of incorporation for The Wesleyan Church Corporation may be amended
- (i) by the General Conference by a two-thirds vote at any regular or special session (2016 Wesleyan Discipline:1590:5), or
- (ii) by a two-thirds vote of the General Board when designated and authorized by the General Conference.