Archdiocesan Finance Council Special Meeting Wednesday September 7, 2011 12, Noon Archbishop’s Re nce PROPOSED AGENDA “Members Expected to Attend: Archbishop Anthony Sablan Apuron, OFM Cap., D.D. Mr. Richard J. Untalan, President Msgr David C Quitugua, JCD Msgr James LG Benavente Sr Mary Stephen Torres, RSM Mr. Joseph Rivera Unable to Attend: Deacon Jeff Barcinas, Secretary to the Archbishop Finance Officer: Deacon Stephen Wm, Martinez Staff: Ms, Rose Cepeda ~ Recording Secretary Invited Guests: Mr. Ed Terlaje, Legal Counse! to the Archdiocese Time: ‘Agenda Item: 12:00 Noon 1. Lureh 1230 P.M. 2. Opening Prayer 12:31 P.M. Call to Order 12:32 PM, Review Transfer of Property for RMS Guam Seminary 6. Review Status of St Thomas Aquinas Financial Position 7. AdjournmentArchdiocese of Agana ‘Archdiocesan Finance Council Meeting September 7, 2011 Agenda Synopsis Item 1-Transfer of Ownership of Significant Assets — Specifically the Redemptoris Mater Seminary Recently, our legal counsel, Ed Terlaje, has reviewed the legal structure of significant assets tO assure they are set up as separate legal entities within the Archdiocese. The Redemptoris Meter Seminary (/RMS") is an asset Ed is currently working on. In a review of RMS Articles and Bylaws, as well as, several meetings with the RMS original incorporators, an issue has arisen that needs AFC review. As a parallel comparative situation, most recently when Catholic Cemeteries was set up as a separate legal entity the Articles and By-Laws clearly state that the Archbishop of Agana has ultimate powers over the corporation. In this way the assets do not have to go thru any type of alienation process since they remain under the Archbishop's sole control. An alienation would require AFC approval, and most likely the approval of the College of Consultors, and the Vatican if the value is great enough (in excess of $1,000,000) However in the current Artties and By-lavis of the RMS. the Archbishop is a member ofthe Board, bul does not have the same ultimate powers. He is just one of six votes. Tig situation, should the Archdiocese transfer the property and buildings and facilities in Yona to RMS, could appear to make the transfer an alienation of property because the Archbishop relinquishes ultimate control of the asset. In order to Keep Tan Archdiocesan asset, Ed has recommended that the RMS Articles and By-laws would need to be amended to allow the Archbishop ultimate control of RMS and its’ assets. However, after several meetings, the RMS incorporators are hesitant to do so, but have asked that the assets be deeded to RMS without modification The AFC has an obligation to advise and assist the Archbishop in temporal matters, especially in the alienation of property, so we need to discuss if we can move forward with any transfer of property, and under what circumstances would the AFC authorize a transfer in order to safeguard Archdiocese assets. Allso attached for your review are applicable sections of the Archdiocese statutes and Canon Law which Ed has studied and is ready to answer any questions you may have. If you should have any questions or feedback before the meeting please direct these to me and | will forward to the relevant individual sv this information is available either at the meeting or before hand. Item 2. Update on the Chancery Office Renovation ‘The area with the most work during renovation is nearing completion, at which time we will move to rehabilitation of other areas, Msgr James is the Project Manager, being assisted by Frank Santos. They will have a progress report for our review, as well as an updated listed of costs incurred to date, and anticipated additional costs to complete the project. Attached is a preliminary report for the first phase which is the rehabilitation of all office space, as well as the replacement of all central air units to split units where required. Phase two is the enlargement of the lobby area and the addition of a breezeway/walk ‘way to link the two halves under a covered walk way. This work has been awarded to Triple C for construction, and Kautz for the windows and glass doors. Total cost for this phase is estimated at $48,564.