Diocesan Finance Council Bylaws

ARTICLE I – Name
 
The name of this body shall be the Diocesan Finance Council of the Diocese of Worcester (“DFC”).
 
ARTICLE II – Purpose
 
The DFC is one of two consultative councils of the Diocese of Worcester, the other being the Presbyteral Council, as mandated by canon 492, §1 of the Code of Canon Law.  It is established by the Bishop of Worcester (“Bishop”) for the purpose of advising and assisting him in financial matters, in accord with the norms of canon law.
 
ARTICLE III – Responsibilities
 
The specific responsibilities of the DFC include:
 
A.  To oversee Diocesan long-term financial planning and the financial aspects of strategic planning;
B.  To submit to the Bishop for his approval by its first meeting of each fiscal year, the annual Diocesan budget of the income and expenditures which are foreseen for the entire governance of the Diocese in that fiscal year;
C.  To oversee the financial performance relative to the budget on a regular basis;
D.  To recommend to the Bishop the appointment of the external auditor, to review and accept the annual audited financial report, to ensure public access to the report, and to monitor recommendations made by the auditors;
E.  To provide consultation on employee compensation and benefits policies, including retirement programs;
F.  To provide consultation on any new diocesan tax or assessment;
G.  To oversee and provide consultation on more important acts of administration as defined by canon law and Diocesan policy, including alienations of Diocesan or Parish property or transactions that can worsen the patrimonial condition of the Diocese, or of its Parishes;
H.  To oversee and provide consultation on a regular basis with respect to finance policies and procedures, including those relating to asset preservation, gift acceptance, investment of endowed and other funds, compliance with endowment obligations and restrictions on gifts, cash management, asset sales and debt financing, and to monitor compliance with such policies;
I.  To receive periodic reports on the status of issues arising from the Conflict of Interest Policy;
J.  To provide consultation on a mechanism for the confidential reporting by employees and other parties of questionable or unethical practices;
K.  To vote on: (1) acts of extraordinary administration as defined by canon law, the United States Conference of Catholic Bishops, and Diocesan policy, (2) alienations of Diocesan or Parish property or transactions that can worsen the patrimonial condition of the Diocese and its Parishes;
L.  To provide consultation on procedures for establishing fiscal accountability and responsibility on the part of Parishes and other Diocesan entities;
M.  To provide consultation on procedures for maintaining effective and secure information technology and confidentiality of sensitive financial information;
N.  To oversee and provide consultation on risk management and insurance coverage issues related to the Diocese and its Parishes;
O.  To provide consultation on compliance by the Diocese with civil laws and regulations relative to financial matters;
P. To provide consultation on annual and long-term stewardship, development and fundraising;
Q.  To provide consultation to the Bishop prior to the appointment or removal of the Director of Fiscal Affairs. 
 
ARTICLE IV – Membership
 
The DFC shall consist of not less than thirteen nor more than seventeen members appointed by the Bishop.  Those persons are excluded from the DFC  who are related to the Diocesan Bishop up to the fourth degree of consanguinity (first cousins) or affinity (in-law relationship) (Canon 492, §3).  The Bishop, the Vicar General, the Chancellor, and the Chair of the Presbyteral Council and the Diocesan Expansion Fund are ex officio members. Two members of the DFC shall be pastors. A member of the Diocesan Retirement Committee shall be a member of the DFC. Members must be Catholics in good standing with the Church and experts in business, finance, accounting matters or civil law. Nominations of members may be made to the Vicar General by any member of the DFC.  Members are expected to attend most meetings and be prepared to participate actively and knowledgeably in deliberation. In addition, the Diocesan Directors of Fiscal Affairs and Development will serve as non-voting staff to the DFC.
 
ARTICLE V – Terms of Office
 
A. The provisions of Article V do not apply to ex officio members.
B.  The term of office for each member shall be five years with approximately one-fifth of Members’ terms expiring each year.  In the case of any member who shall have reached the age of seventy-five on or prior to August 31, 2018, such Member’s term of office shall expire on that date.  Thereafter, the term of office of a Member will automatically expire on his or her seventy-fifth birthday.  No Member shall serve more than two consecutive five year terms. However, at the discretion of the Bishop, a Member turning seventy-five or completing two consecutive five year terms of office may be reappointed to the DFC for a period determined by the Bishop or another five year term.
 
ARTICLE VI – Vacancies
 
Vacancies by reason of resignation, death, disability, termination of term of office or other reason determined by the Bishop, shall be filled by appointment by the Bishop in the same manner as new Members are appointed.  Upon appointment, each new Member begins a five year term of office commencing with the next fiscal year and in the same cycle as the vacancy that was being filled.
 
ARTICLE VII – Officers and Duties
 
The Officers shall consist of a President, a Chair, a Vice-Chair, and a Secretary.  The Bishop shall serve as the President and will appoint for a two year term the Chair and Vice-Chair from among the Members of the DFC. The Chair and the Vice-Chair may be appointed to such additional terms as the Bishop sees fit. The Chancellor will serve as the Secretary.  The Chair will conduct all meetings in the name of the President unless the President reserves such action to himself; in the Chair’s absence the Vice-Chair will do so.  The President and the Chair will schedule all meetings of the DFC.  The Chair and the Director of Fiscal Affairs will coordinate the agenda for each meeting after conferring with the Bishop. The Chair and the Director of Fiscal Affairs will, after conferring with the Bishop, establish a schedule of topics to be reviewed and discussed at certain meetings each year. The Chair and Secretary will arrange for efficient function of meetings.  The Chair will work with and be the liaison for the DFC Committees and report to the DFC concerning Committee responsibilities and activities.  The Secretary will record the minutes of the meetings of the DFC.
 
ARTICLE VIII – Meetings
 
Meetings will be held at the request of the Bishop and there should be at least four meetings during the fiscal year.  Additional meetings may be held at the Bishop’s request when canonical consultation or approval is required outside of the regular meeting schedule.  A meeting can be called, with the Bishop’s approval, if at least four Members request it.  No meetings may be held without the Bishop, or in his absence, his designate.  A minimum of five business days’ notice must be given to Members for meetings, except in emergency situations as declared by the Bishop. Notice may be given by email. Telephone participation is permitted.  Minutes of DFC meetings will be circulated to all Members and are subject to their approval. The Director of the Diocesan Office of Fiscal Affairs and the Director of Stewardship and Development Office shall attend the meetings as non-voting staff support. 
 
ARTICLE IX – Quorum and Voting
 
A majority of full voting members shall be necessary to constitute a quorum for the transactions of business at all meetings.  The act of an absolute majority of those members who are present shall be an act of the DFC.  Any action of the DFC required by Canon Law shall be witnessed and notarized by an ecclesiastical notary.
 
ARTICLE X – Committees
 
The DFC shall have the following three committees: Audit, Fiscal Planning and Investment. Each committee of the DFC will be chaired by a Member of the DFC appointed by the Bishop. Other members of the committees shall be appointed by the Bishop but need not be from the DFC. Meetings of the committees shall be held with the approval of the Bishop on his own initiative or upon the recommendation of the Chair of the committee or of the DFC. No committee meetings, except those of the Audit Committee, may be held without the Director of Fiscal Affairs or the Director’s delegate present. The notice, quorum and voting procedures of Articles VIII and IX shall apply to committee meetings and actions, mutandis mutandi. Ad hoc committees can be established by vote of the DFC with the approval of the Bishop.  The responsibility of the committees of the DFC shall include the following:
 
          A.  The Audit Committee
The Audit Committee shall select an auditor, work with the auditor to develop an audit plan and shall receive the report of the external auditor on the annual financial statements, together with the auditor’s management letter, and, after review, present them to the DFC.  The Audit Committee shall make an annual report on the performance of the external auditor and make appropriate recommendations to the DFC and the Bishop.  The Audit Committee will also monitor and oversee the system of internal controls and the financial reporting process.  The membership of the Audit Committee will include at least one Member of the DFC, and shall have members with proven audit and control credentials and experience.
 
          B.  The Investment Committee
The Investment Committee shall oversee the investment management of all the various funds, of whatever nature and for whatever purpose maintained of the Diocese.  It shall recommend investment policies and the appropriate allocation of investments.  The Investment Committee shall recommend to the Bishop the investment managers to manage the funds and assets, periodically review the performance of each manager and recommend to the DFC any changes in investment policies.  The Investment Committee shall recommend guidelines for the acceptance of gifts by the Diocese and the disbursement of funds from endowed and restricted gifts.  The Investment Committee shall consist of at least one Member of the DFC and shall have members with proven investment credentials and/or general business experience.
 
          C.  Fiscal Planning
The Fiscal Planning Committee shall each fiscal year, working with the Director of Fiscal Affairs according to the direction of the Bishop, propose to the DFC an annual budget of income and expense for the entire governance of the diocese. During the Fiscal year, the Committee shall monitor the budget performance and at the end of each fiscal year examine and consult on an account of the revenues and expenses including the report to be distributed publicly. The committee shall also assist and advise the Directors of Fiscal Affairs and Stewardship and Development on longer term fiscal planning and development issues and goals for the Diocese, its departments, agencies and parishes. 
 
 
ARTICLE XI – Other Diocesan Committees
 
Although they are not part of or a committee of the DFC, the Bishop shall appoint a member of the DFC to serve on the Diocesan Building Commission, the Diocesan Pastoral Planning Committee, the Diocesan Priest Salary Committee and the Property Committee. Those appointed shall be active, voting members of those committees and shall make regular reports of the activities of those committees to the DFC.  
 
ARTICLE XII – Conflict of Interest Policy
 
The DFC shall adopt and keep in force at all times a Conflict of Interest Policy.  Members of the DFC will annually complete a disclosure of conflicts of interest and submit it to the Bishop.
 
ARTICLE XIII – Amendments
 
Amendments to this Charter shall be proposed in advance in writing and may be enacted by a two-thirds vote of the Members present at any meeting of the DFC at which there is a quorum. Amendments become effective only upon approval by the Bishop.
 
 
In accord with canons 8 & 95 of the Code of Canon Law, I hereby promulgate these by-laws as particular law for the Diocese of Worcester, effective immediately.
 
Given at Worcester, Massachusetts, in the Halls of the Chancery this nineteenth day of April two thousand and eighteen.
 
Most Reverend Robert J. McManus, S.T.D.
Bishop of Worcester
 
Mr. Raymond L. Delisle
Chancellor