Delegates to a special convention in the Diocese of California will consider far-reaching structural changes when they meet May 10 at Grace Cathedral, San Francisco.
 
The change was proposed by Bishop Marc Handley Andrus in his first address to the diocesan convention, according to Sean McConnell, communications officer of the diocese.
 
“The intent is to create a body of governance that is transparent and accountable to the people of the diocese,” Mr. McConnell said. “I think there was concern that [under the corporation sole model] major decisions could be made by one person with very little consultation. There was also very little interaction between the existing diocesan organizations and concern about a lack of transparency.”
 
Under the proposed revisions, an executive council would become the board of directors of the diocesan corporation and would be responsible for the operation of the diocese and strategic planning when convention is not in session. The executive council and a newly created investment committee (reporting to the executive council) would assume the responsibilities currently held by diocesan council and the board of directors.
 
“California and a few other states allow for the formation of a ‘corporation sole’ through which religious organizations can operate,” according to a memorandum on the corporation sole prepared for delegates by Bill Orrick, the diocesan chancellor. “It has one member, the bishop. The Episcopal Diocese of California has always had a corporation sole, and in addition it has a separate corporation through which it also acts. The corporation sole is the legal owner of all mission properties and certain other properties of affiliated entities, chartered organizations, and parishes.
 
“As a matter of good governance, it makes sense that all of the diocese’s assets are managed in the same way,” he continued. “The corporation sole provides the bishop with unlimited discretion, which is inconsistent with the polity of the church today as well as good governance. Having two corporations through which to manage the business affairs of the diocese is unnecessarily complicated from a legal, financial and accounting perspective.”
 
In addition to the corporation sole, which holds title to property and other diocesan assets, the Diocese of California also currently has a diocesan corporation.
 
“When convention acts, it acts as the diocesan corporation,” Mr. Orrick wrote in a memorandum on the proposed amendments. “When the standing committee exercises its canonical authority, it also has authority to act for the diocesan corporation. The same is also true for certain non-ecclesiastical actions of the bishop.
 
The intent, Mr. Orrick said, is to merge the corporation sole into the diocesan corporation. The merger will not become effective until Jan. 1, 2011, for “current litigation reasons,” and to permit the newly organized executive council time to “study the appropriate way to merge the assets and pay for the costs of the merger.”
 
The proposed changes are similar to ones made by the Diocese of Northern California about 15 years ago. Of the other four Episcopal dioceses in California, El Camino Real and San Diego are not organized as a corporation sole, but Los Angeles and San Joaquin are organized much like the Diocese of California’s structure.
 
Steve Waring
 
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