F. Adjunct Entities

4370. Definition. An adjunct entity may exist when an entity heretofore has been developed in response to social, humanitarian, or community needs for the purpose of carrying on activities which are apart from the usual activities of a subsidiary corporation, such as, but not limited to, the operation of nursing homes, retirement centers, special educational or recreational activities, and the like. Where the operation of such an adjunct ministry presently exists, and where such entity fails, prior to January 1, 1990, to incorporate and hereafter exist and conduct its affairs as an affiliate corporation (4340; 4350), it shall exist apart from any subsidiary, any affiliate corporation and The Wesleyan Church Corporation, and shall be termed an adjunct entity. In all such latter cases, the governing body of the subject subsidiary corporation shall use its best efforts on a continuing basis to cause the adjunct entity to meet the following conditions:

(1) The relationship between the adjunct entity and any subsidiary corporation, affiliate corporation, or The Wesleyan Church, shall only be described and shown as “related through common religious heritage” rather than by use of name or such words as “agent,” “agency,” “subsidiary,” or “affiliate.”

(2) All financial responsibility arising from conduct of any activities of the adjunct entity shall be that solely of the adjunct entity, and no such responsibility shall fall upon any subsidiary corporation, affiliate corporation, The Wesleyan Church corporation, or any member or former member of the governing body thereof.

(3) No subsidiary corporation shall directly or indirectly elect, approve nominations for, or confirm elections or selections of, members of the board of directors or other governing body of any adjunct entity.

(4) The real, personal, or mixed property of the adjunct entity shall not be held in trust for a subsidiary corporation, an affiliate corporation, or The Wesleyan Church.

(5) The adjunct entity shall, to the satisfaction of the subject subsidiary corporation or affiliate corporation, and the General Superintendent, take all necessary and other reasonable measures to avoid creating the impression to the public, or any part thereof, that its existence or operation is in any fashion sponsored, controlled, or operated by the subsidiary corporation, an affiliate corporation, or The Wesleyan Church Corporation (1935).

4390. Restriction. Except as expressly permitted by paragraphs 4310, 4320, 4340, or 4350, no two or more members of the Board of Directors of The Wesleyan Church Corporation or of the board of directors or other governing body of any subsidiary corporation or affiliate corporation of The Wesleyan Church Corporation, whether acting individually or severally, shall directly or indirectly form or become members of any corporation, association, partnership, or other legal entity which promotes, sponsors, encourages, or in any manner engages in any activity which directly or indirectly purports to be sponsored or operated in any manner by or in the name of The Wesleyan Church or any subsidiary or affiliate corporation, except as authorized by a two-thirds vote of the General Board. Provided, however, that nothing contained in this paragraph 4390 or elsewhere in this Chapter 4 of Part 7 of The Discipline is intended to prohibit the formation or operation of one or more private foundations or supporting organizations as described in Internal Revenue Code Section 170(b) (1)(E)(ii) or Section 509(a)(3) (or any successor provisions thereto of such Code) which benefit The Wesleyan Church.