Episcopaldioceseofeastcarolina Standingcommittee

EPISCOPALDIOCESEOFEASTCAROLINA STANDINGCOMMITTEE

***

GUIDELINESFORTRANSACTIONSREQUIRING STANDINGCOMMITTEEAPPROVAL

Revisedas ofNovember15, 2011

***

TheseGuidelinesareintendedtohelpparishesandinstitutionsaffiliated with theEpiscopalDioceseofEastCarolinasatisfythecanonicalrequirementthattheStandingCommittee, the Bishop and the Trustees oftheDioceseprovidetheirconsentsbeforecertain transactionsinvolvingparish-owned or institution-owned propertycantakeplace.Certaincapitalizedtermsused throughouttheseGuidelinesaredefinedinPartIIIbelow.ReferencestoapplicableCanonsaresetforthinbrackets(e.g.,“[Ref:Canon10.2]”).

I.INTRODUCTION

VestriesofparishesandgoverningbodiesofDiocesaninstitutionsmayfromtimetotimewishtoundertaketransactionsthataffectthe propertyofthechurchesorinstitutions they serve.Thesetransactionscantakevariousforms.

TheConstitutionandCanons ofTheEpiscopalChurchandtheConstitutionandCanonsof our Dioceseprovidethatallpropertyheldbya parishvestry,theTrusteesofthe Diocese,orthegoverning bodyofaDiocesaninstitutionis heldintrustfortheuseofthenamedentityandfor thebenefitoftheDioceseandtheChurch.[1] Whena vestryorinstitutionalgoverningbodydesirestoundertakea transaction affectingChurchproperty,theCanonsworktoassurethat

theinterestsoftheDioceseandtheChurch areconsidered.Thisis donebyrequiringthevestry

ofa congregation,orthegoverningbodyofa Diocesaninstitution,toobtainthewrittenconsentof theBishop and the Standing Committeebeforecompletingtransactions thatconveyor grantinterestsinChurchproperty.[2] The Trustees either hold all parish and institutional property by title or by beneficial interest on behalf of the Diocese and The Episcopal Church, and must also give their consent.[3]

Obtainingthenecessary consents to undertake certain property transactionsis thusa three‐stepprocess.First,thevestryorgoverningbodymust requestthattheStanding CommitteegiveitsadviceandconsentbyprovidingtotheStanding Committeetheresolutionsanddocumentsdescribedin theappropriatechecklistappendedtotheseGuidelines. Second,thevestryorgoverningbodymust obtainthewrittenconsentoftheBishop. Third, the Trustees must consent to the transaction and sign the appropriate documents to effect the transaction. By agreement among the Bishop, Trustees and Standing Committee, StandingCommitteeapproval istheessential“gateway”forvestriesandothergoverningbodiesseekingtocomplete transactionsaffecting Churchproperty. The Standing Committee will share all documentation received from the applicant Governing Body with the Trustees and Bishop for their review.

II.THESTANDINGCOMMITTEE AND THE TRUSTEES

A.Membership. TheStandingCommitteeconsistsofthreeclergyandthreelaymemberselectedbytheConventionoftheDiocese.ThemembershipoftheStandingCommittee, themanner inwhichStandingCommittee membersareelected, and the role of the Standing CommitteearesetforthinArticle IXoftheConstitutionoftheDiocese.

The Trustees of the Diocese are the Bishop along with two clergy and two lay persons nominated by the Bishop and elected by the Convention of the Diocese. The membership of the Trustees, the manner in which the Trustees are elected, and the role of the Trustees are set for the in Canon I.12 of the Canons of the Diocese. The role of the Trustees is also regulated by State law, NCGS Chapter 61.

B.Meetings. TheStandingCommitteeholdsregularmeetingsat DiocesanHouseinKinstononthethirdTuesdayofeachmonth.The datesofupcomingStandingCommitteemeetings arepublished ontheDiocesanwebsiteat Aportionoftheagendais routinely devotedtoconsideringrequestsbyparishvestriesandthegoverningbodiesofDiocesaninstitutionsfortheStandingCommittee’sconsentinconnectionwithvarioustransactions.[4] Meetingsaresometimescanceledwhenthere is nopressingbusiness. TheStandingCommitteehasatraditionofconductingits businessin face‐to‐facemeetingsratherthanvia conferencecallorother electronicmeans, but will use alternative means where appropriate.

C.Officers. TheofficersoftheStandingCommitteearethePresident andtheSecretary.[5] ThePresidentsetstheagendaoftheStanding Committeeandchairsallmeetings.TheSecretary recordstheproceedingsoftheStandingCommitteeandpreparesan annualreporttotheDiocesan Conventionofallofficialactstakenduringtheprecedingyear.

D.ReviewofRequestsforConsentinRealPropertyTransactions. ThePresidentmayappointa memberoftheStandingCommitteetoreviewandconfirmtheadequacyofdocumentssubmittedbyGoverningBodiesaskingtheStandingCommitteetoprovideitsconsenttotheEcclesiasticalAuthority.Whena memberoftheStandingCommitteeis a licensedattorney,heorshemaybeaskedbythePresidenttoreviewthese requests,determinewhetherallsupportingdocumentsrequiredbytheseGuidelinesarepresentand inorder,andprovidea summaryoftheproposedtransactiontothefullStandingCommittee. The Standing Committee may consult with the Chancellor as appropriate.

TheStanding Committeereviewsproposedtransactionswithcare.GoverningBodies seekingStandingCommittee approvalfor a transactionshouldbearinmindthatsufficient timeis neededfora carefulreview. Although theCommitteemakeseveryefforttoworkwithGoverningBodies,theCommitteecannotensure thatlast‐minuterequestswillbeaccommodated. Failuretosubmitrequireddocumentsmay resultindelaysinobtainingtheconsentoftheStandingCommittee.GoverningBodiesdesiringto consummatetransactions undera particularscheduleshouldbearinmindtherequirementto submitdocumentstothePresidentat leastfourteen(14)dayspriortotheStandingCommittee’snextregular monthlymeeting.

TheStandingCommitteewelcomesanyadditionalmaterialorbackgrounda GoverningBody maywishtosubmitinconnectionwitharequestforadviceandconsent.In particular,Governing Bodies seekingtoborrowfundsareencouragedtosubmitdescriptionsoftheirproposed sourcesandtimingof repayment.

E.ExpirationofConsents. TheStandingCommittee’sconsentfora giventransaction expires365daysfromthe dateoftheStanding Committee’swrittenconsent,whichis ordinarilycommunicatedtotherequestingGoverningBodybyletter with copies to the Bishop and the Trustees who will provide separate written notice of their decision.TheStanding Committee’swrittenconsentmayspecifya differentexpirationdate.Transactionsfor whichStandingCommitteeconsenthasexpiredmustbeauthorizedanewwithsubmissionof currentinformation.

F.ConsentofTrustees. Theconsentofthe Trustees fora transactionaffectingChurchpropertyisrequired in additiontothe consentoftheStandingCommittee.[6] Traditionally,theconsentofthe Trusteesis givenaftertheconsentoftheStandingCommitteehasbeenobtainedbutbeforethewrittenconsentoftheBishophasbeengranted.Thus, thewrittenconsentoftheBishop,ascommunicated(ordinarilybyletter)to theapplyingGoverningBody,is the formalacknowledgmenttotheGoverningBodythattheconsentprocessis complete.

Inadditiontotheconsentrequirement,GoverningBodiesshould bearin mindthattheTrustees area necessarypartytoanytransactionaffectingtitletoproperty.Governing Bodies shouldtakeintoaccountthenecessityofcoordinatingthesignaturesoftheTrustees ontransaction documentsinplanningforthetimingofclosing.

III.TRANSACTIONSREQUIRINGTHECONSENTOF THESTANDINGCOMMITTEE

ChecklistsAthroughE,attachedtotheseGuidelines,areintendedtoassistGoverningBodies inobtainingtheStandingCommittee’sadviceandconsent inconnectionwithtransactions involvingChurchpropertyforwhichtheEcclesiasticalAuthorityis requiredbytheCanonstogiveitswrittenconsent.Such transactionstypicallyconformtofivebasictypes,whicharedescribedin PartsIII.Athrough III.Ebelow. Transactionsforwhichthewrittenconsentofthe EcclesiasticalAuthorityis notrequired,andforwhichStandingCommitteeapproval is therefore likewisenotrequired,aredescribedin PartIVbelow.

ForpurposesoftheseGuidelines,thefollowingtermshavethe meaningsgivenbelow:

“Constitution”means, as appropriate to the particular context, (i) the Constitution of The Episcopal Church, as amended; or (ii) theConstitutionof the Diocese,asamended.

“Canons” means, as appropriate to the particular context, (i) theCanons ofThe Episcopal Church, as amended; or (ii) the Canons of the Diocese,asamended,and“Canon”meansanyoneof suchCanons.

“Church” meansTheEpiscopalChurch.

“Diocese” means the EpiscopalDioceseofEastCarolina.

“GoverningBody” means,asappropriatetotheparticularcontext:(i)inthecaseofaparish or mission,thevestryofsuchparishormission;(ii)inthecaseofaDiocesaninstitution,theboardof directorsorotherbodyexercisingsimilarfunctions;(iii)theTrustees; or (iv) the Annual Convention or Special Convention of the Diocese or the Executive Council acting between such Conventions.

“IntangiblePersonalProperty”meansbankdeposits,investments,securities,fundsheldinendowments,negotiableinstruments,andothersimilartypesofpersonalproperty.

“Normal Operating Income” means all funds available for operations as defined in the Parochial Report.

“RealProperty” meanslandandpermanentappurtenances toland,includingfixtures.[7] “TangiblePersonalProperty” meansanytypeofpropertythatcangenerallybemoved

(i.e.,it is notpermanentlyaffixedtoRealProperty),touchedorfelt.Examplesincludeitemssuch asfurniture,jewelry,art,writings,orsimilargoods.

“Trustees”meanstheTrustees oftheDiocese,as theymaybenamedfromtimetotime pursuanttoCanonI.12.

A.Sales,GiftsandOtherConveyancesorAlienations.

AGoverningBodydesiringtosell,donate orotherwiseconveyoralienateanyofitsinterest inRealPropertymustobtainthewrittenconsentofthe StandingCommittee, Trustees and Bishop.

ChecklistAlistsdocumentsthatshouldbefurnishedtotheStandingCommittee for transactions involvingsales,giftsorconveyancesofRealPropertyby parishes,Diocesaninstitutionsandthe Trustees.

LeasesofRealandTangiblePersonalProperty,althougha formof“conveyance,”aretreated separatelyinPartIII.B below.

B.Leases.

Exceptas setforthinPart IV.Abelow,a GoverningBodydesiringtoleaseRealProperty(aslessor)toa thirdpartymustobtainthewrittenconsentoftheBishop,actingwiththeadviceandconsentofthe StandingCommittee.

ChecklistBlistsdocumentsthatshouldbefurnishedtotheStandingCommittee for transactions involvingleases(as lessor)byparishes,missions,Diocesaninstitutions andtheTrustees.

C.EasementsandRightsofWay.

Exceptas setforthinPart IV.Abelow,a GoverningBodydesiringtograntaneasementor rightofwayappurtenanttoRealPropertymustobtainthewrittenconsentoftheStandingCommittee, Trustees and Bishop.

ChecklistC listsdocumentsthatshouldbefurnishedtotheStandingCommittee for transactions involvinggrantsofeasementsandrightsofway.

D.LoansSecuredbyRealPropertyorTangiblePersonalProperty(Including

RefinancingLoans).

AGoverningBodydesiringtoencumbertitletoRealPropertybyexecutinga mortgage

ornote and deedoftrustas securityfortherepaymentofa loanmustobtainthewrittenconsentofthe StandingCommittee, Trustees and Bishop.

ChecklistDlistsdocumentsthatshouldbefurnishedtotheStandingCommittee for transactions involvingloanssecuredbyRealPropertyorTangiblePersonalProperty.

TheconsentrequirementsapplytopurchasemoneyloanssecuredbytheRealPropertybeing purchasedin the same wayastonon‐purchasemoneyloans.Apurchasemoney loan,sometimesreferredtoa “sellerfinanced”loan,is anarrangementin whicha sellerconveysRealProperty toa buyerandacceptsthebuyer’spromissorynotefora portionofthepurchaseprice.Thesellermay insistthatrepaymentofthenote besecuredbyan encumbrance,intheformofa mortgageordeedoftrust ontheRealProperty.

GoverningBodiesseekingtorefinanceloanssecuredby RealorTangiblePersonalProperty mayberequiredtoobtainthe consentoftheEcclesiasticalAuthorityundercertaincircumstances. A representativeofthe GoverningBodyshouldcontactthePresidentoftheStanding Committee todiscussthedetailsoftheproposedrefinancingloan.

GoverningBodiesshallinformpotentiallendersthattheDioceseofEastCarolinawill not guaranteerepaymentofanyloanissuedtoa parish,mission,orinstitutionaffiliatedwith theDiocese.

E.LoansExceeding30%ofNormalOperatingIncomeandtheRepaymentofWhichMay

ExtendBeyondTwelve(12)Months(IncludingRefinancingLoans).

AGoverningBodydesiringtoengageina borrowingorsimilarfinancingtransaction,theaggregateamountofwhichexceeds30%ofthenormaloperatingincomeoftheparish or Diocesaninstitutionforthepreviouscalendaryearandtherepaymentofwhichmayextend beyondatermoftwelve(12)months,mustobtainthewrittenconsentoftheStandingCommittee, Trustees and Bishop. Consentisrequiredwhethertheloanis securedbyRealProperty,securedbypersonalpropertyorunsecured.

ChecklistElistsdocumentsthataretobefurnishedtotheStandingCommitteefortheseloan transactions.

GoverningBodiesseekingtorefinanceloansmeetingthecriteriadescribedinthisPart III.E mayberequiredtoobtaintheconsentoftheEcclesiasticalAuthorityundercertaincircumstances. A representativeofthe GoverningBodyshouldcontactthePresidentoftheStanding Committee todiscussthedetailsoftheproposedrefinancingloan.

GoverningBodiesshallinformpotentiallendersthattheDioceseofEastCarolinawill not guaranteerepaymentofanyloanissuedtoa parish orinstitutionaffiliatedwith theDiocese.

IV.TRANSACTIONSNOTREQUIRINGTHEADVICEANDCONSENTOF THESTANDINGCOMMITTEE

CertaintypesofChurchpropertytransactionsare exemptfromtherequirementthatthe Governing Bodyobtainthewrittenconsentofthe StandingCommittee, Trustees and Bishop.Thefollowingis a representativebut not exclusive listoftheseexempttransactions:

A.RealPropertyTransactions.

Noconsentis requiredforanyofthefollowingtransactionsinvolvingRealPropertythatisnotconsecratedforuseas achurchorchapel:

(1)Leasesthatcanbecanceledwithoutpenaltyuponnoticeofthirty (30)daysorless to thelessee;

(2)Temporaryeasementsoflessthantwelve (12)months’duration;and

(3)Transactionsinvolvingcemeterylotsorotherintermentrights.

B.RoutineDispositionsofTangiblePersonalProperty.

Noconsentis requiredforthesale,exchange,abandonment,surrender,orotherdispositionof anyTangiblePersonalProperty(forexample,typewritersandotherofficeequipment,motorvehicles, generalfurnitureandfurnishings,appliances,books,etc.)acquiredand useddirectlyinthenormalandroutinecourseoftheconductoftheworkandprogramoftheChurchintheDiocese.Thisexemptiondoesnotapplytoitemsofpersonalpropertythathavebeenconsecratedandfurniture,furnishings,and fixturesthatarepeculiarlydesignedforand usedwithina church.

C.IntangiblePersonalProperty.

Noconsentis requiredforthesaleordispositionofIntangiblePersonalProperty

pursuant to a written policy adopted by the Governing Body.

D.UnsecuredLoansNotExceeding30%ofNormalOperatingIncomeandRepayment NotExtendingBeyondTwelve(12)Months.

Noconsentis requiredforunsecuredloansthatdonotexceed30%ofthenormaloperating income ofa parish,missionorDiocesaninstitutionforthepreviouscalendaryear,andtherepaymentof whichwillnotextendbeyondtwelve (12)months.Pleasenotethatifsuchaloan issecuredbyReal Property,thewrittenconsentoftheStanding Committee, Trustees and Bishopisrequired.PleaserefertoPartIII.Dabove.

E.Leases(asLessee).

Noconsentis requiredforleasesenteredintobyGoverningBodiesas lessees.

V.OTHERTRANSACTIONS

Ifa contemplatedtransactiondoesnotappeartofallwithinanyofthecategoriesdescribed inPartsIIIorIVabove,theseekeroftherequiredconsentsshouldaddressinquiriesto thePresidentoftheStanding Committee,whomayconsultwiththeChancellororViceChancellor oftheDiocese.

Parish/Mission/Diocesan Institution: Date:

Checklist A

Sale, Outright Conveyance or Alienation

To obtain theconsent of the Standing Committee for a sale, outright conveyance or alienation of Real Property, the applicantshall provide the followingdocuments to thePresident ofthe StandingCommittee atleast fourteen (14) days prior to the next regularly scheduled Standing Committee meeting. The Standing Committee may, in its discretion, require a delegation of the Governing Body to appear and present the proposal in person:

_____Resolutions. A certified copy of a resolution of the GoverningBody authorizing the sale or conveyance. For sample resolutions, please refer toExhibit A-1.The resolution shall:

(a)Identify the property;

(b)Set forth the terms of the sale (includingthe price agreed orsought);

(c)Describe themain provisions of any listing with a realestate agent and attach a copy of any listing agreement;

(d)Give the reasons for the sale, including the proposedapplication orreservation of the sale proceeds; and

(e)Include a statement that the property isnot needed for the ongoingoperations of

the parish or institution.

Along with the Resolution, a parish applicant shall submit the following documents:

The most recent Parochial Report.
The most recent Annual Audit.
A copy of the deed(s) to all parish property. If the deed(s) is/are not in the name of the Trustees of the Diocese as Grantee, the parish shall execute a deed in a form approved by the Chancellor to transfer ownership into the names of the Trustees.

_____Appraisal. A copy of a recent appraisal of theReal Property to be sold or conveyed, conducted bya real estateappraiser licensedby the State of NorthCarolinawhois not a member or connected to any party involved in the transaction. (If no appraisal is available and the Governing Body wishes to request thatthe Standing Committee waive the appraisal requirement, a representative of the Governing Body shallcontactthe President of the Standing Committee.The Standing Committee may waive this requirement in its discretion. In the case of waiver of an appraisal, the Governing Body shall provide evidence of the most recent County tax valuation for the property.)

_____Purchase Money Financing.If the sale contemplatesany purchase money financing, a written explanation thereofwith copies ofany proposed legal documents (e.g., the sale agreement, promissory note and mortgage (primary or second) or deed oftrust securing repayment of such note).

_____Required Statement in TransactionDocuments. If the Standing Committee consents to the transaction, every transaction document thatis executed shall contain a recital that it is executed with the consent of the Bishopof EastCarolina, the Trustees and the Standing Committee of the Diocese.

_____SpecialWarranty Deed Only. Governing Bodies are advisednotto enter into contracts of sale requiring the seller to execute anddeliver a “General Warranty Deed” to the grantee. Diocesan policy requires that only“Special Warranty Deeds” or“NoWarranty Deeds” be used to conveyReal Property.

_____Final Documents.Within thirty (30) days after atransaction has been completed,a full set of copiesof the final executed legaldocuments shall be forwarded to the President of the Standing Committee.

Exhibit A-1

Form of ResolutionforSale, Outright Conveyance or Alienation[8]

Parish:

RESOLVED,that the Parish of ,Diocese of East Carolina(the “Parish”), acting through its duly elected vestry, does hereby determine that it is in itsbest interests to sell and convey the Real Property known and described as [insert description of property], for a consideration of $ [insert contract purchase price], less usual costs of sale[9] [and a real estate agent’s

commission of %of the sales price/ $pursuant tothe attached listing agreement], and, in connectionwith such determination, does find that the property is[not used bythe Parish]and is not needed for the Parish’scontemplated operations in the future.

FURTHER RESOLVED, that the net proceeds fromthe sale of theproperty shallbe used to

[insert proposed uses such as“added to the permanent funds oftheparish,” “make necessaryrepairs to the parish house,” etc.]

FURTHER RESOLVED, that the SeniorWarden and the JuniorWarden are authorized and directed to seek the written consent of the Bishop, the Trustees and the Standing Committee by submitting a certified copy of this resolutionand the additional materials required by theStanding Committee ofthe Diocese for its advice and consent, all as provided by the Constitution and Canons of the Diocese.

Adopted this ______day of ______, 20___.

______

Senior Warden

ATTEST:

______

Clerk of the Vestry

Parish/Mission/Diocesan Institution:______

Date: ______

Checklist B

Lease(as Lessor)

To obtain theconsent of the Standing Committee for a leaseof Real Property to a third party, aGoverning Body shall provide the following documents to the President of the Standing Committee at least fourteen (14) days prior to the next regularly scheduled Standing Committee meeting:

_____Resolution. A copy of a resolution of the GoverningBody authorizing the lease.For asample resolution, please refer to Exhibit B-1.The resolution shall:

(a)Identify the property;

(b)Set forth the proposed terms of the lease (includingthe rental payments, term, renewal or cancellation options and other pertinent provisions);

(c)Give the reasons for the lease, includingthe application of the rents to be received;

(d)Include a statement that the propertyisnot otherwiseneeded during the lease period for theongoing operations of thecongregationor institution;and

(e)Contain factssupporting the opinionof the GoverningBody that the rent and

other provisions of the lease are fair andadequate.

Along with the Resolution, a parish applicant shall submit the following documents:

The most recent Parochial Report.
The most recent Annual Audit.
A copy of the deed(s) to all parish property. If the deed(s) is/are not in the name of the Trustees of the Diocese as Grantee, the parish shall execute a deed in a form approved by the Chancellor to transfer ownership into the names of the Trustees.

_____Lease Document.A copy of the proposed lease.

_____Required Statement in TransactionDocuments. If the Standing Committee consents to the transaction, every transaction document thatis executed shall contain a recital that it is executed with the consent of the Bishop, the Trustees and the Standing Committee of the Diocese.

Exhibit B-1

Form of ResolutionforLease (as Lessor)[10]

Parish:

RESOLVED,that the Parish of ,Diocese of East Carolina(the “Parish”), acting through its duly elected vestry, does hereby determinethat it is in itsbest interests to lease theReal Property known and described as [insert descriptionof property], for a consideration of

$[insert rentalrate] and a term of years, to [insert name of lessee], and, in connection withsuch determination, does find that [the property isnot used bythe Parish] [the lease will not impair the parish’s use of the property]and is not needed for the Parish’scontemplatedoperations inthe future.

FURTHER RESOLVED, that the vestry believes that the rent andother provisions of the lease are fair and adequateon the basisof [describe facts supporting this belief]

FURTHER RESOLVED, that the SeniorWarden and the JuniorWarden are authorized and directed to seek the written consent of the Standing Committee, Trustees and the Bishop of the Diocese by submitting acertifiedcopyof this resolutionand the additional materials required by theStanding Committee ofthe Diocese for its consent.

FURTHER RESOLVED, that after receiving the writtenconsent of the Bishop of the Diocese, the SeniorWarden and the Junior Warden are authorized, empowered and directed toexecute and deliver all such documents and instruments as they may deem necessary orappropriate to effect the foregoing transactions.

Adopted this ______day of ______, 20___.

______

Senior Warden

ATTEST:

______

Clerk of the Vestry

Parish/Mission/Diocesan Institution: Date:

Checklist C

Easements and Rights ofWay

To obtain theconsent of the Standing Committee to grant an easement or right of way appurtenant toReal Property, a Governing Body shall provide thefollowing documents to the President of the Standing Committee at least fourteen (14) days prior to the next regularly scheduled Standing Committee meeting:

_____Resolution. A copy of resolution of the GoverningBody authorizing the easement or right of way. For sampleresolution, please refer toExhibit C-1.The resolution shall:

(a)Identify the property;

(b)Set forth the proposed details of the easement or right of way

(c)State the consideration or lack ofconsideration to bepaid and the Governing

Body’s opinion as to the adequacy thereof;

(c)State whether the Governing Body considers that the grant will enhance or injure the property;

(d)State the application or use to be madeof any consideration to bepaid for the grant; and

(e)State whether the granteehas the power of eminent domain.

Along with the Resolution, a parish applicant shall submit the following documents:

The most recent Parochial Report.
The most recent Annual Audit.
A copy of the deed(s) to all parish property. If the deed(s) is/are not in the name of the Trustees of the Diocese as Grantee, the parish shall execute a deed in a form approved by the Chancellor to transfer ownership into the names of the Trustees.

_____Map. A map locating the right of way oreasement onthe property.

_____GrantDocument.A copy of the proposed easement or right of waydocument.

_____Required Statement in TransactionDocuments. If the Standing Committee consents to the transaction, every transaction document thatis executed shall contain a recital that it is executed with the consent of the Bishop, the Trustees and the Standing Committee of the Diocese

Exhibit C-1

Form of ResolutionforEasement or Right ofWay[11]

Parish:

RESOLVED,that the Parish of ,Diocese of East Carolina(the “Parish”), acting through its duly elected vestry, does hereby determine that it is in itsbest interests to grant to

[name ofgrantee](the“Grantee”) an [easement] [right ofway]encumbering the Real

Property known and described as [insert descriptionof property](the “Property”), for a considerationof $ [insert rental rate] and [a term of years] [in perpetuity], and, in connection with such determination,does find that the grant of such[easement] [right ofway]will [enhance] [not injure] theProperty. The Grantee[has] [does not have] the power of eminent domain.

FURTHER RESOLVED, that the net proceeds from the grant of the [easement] [right ofway]shall be used to [insert proposed usessuch as“added to the permanent funds of the Parish,” “make necessaryrepairs to the Parish house,” etc.]

FURTHER RESOLVED, that the SeniorWarden and the JuniorWarden are authorized and directed to seek the written consent of the Bishop and the Standing Committee of the Diocese by submitting acertifiedcopyof this resolutionand the additional materials required by theStanding Committee ofthe Diocese for its consent, all as provided by the Constitution and Canons of the Diocese, and the concurrence of the Trustees.

Adopted this ______day of ______, 20___.

______

Senior Warden

ATTEST:

______

Clerk of the Vestry

Parish/Mission/Diocesan Institution:

Date:

Checklist D

Loan SecuredbyReal Property or Tangible PersonalProperty

(Including Refinancing Loans)

To obtain theconsent of the Standing Committee, the Trustees andthe Bishop for an encumbranceon title to Real Property pursuant to amortgage ordeed of trustentered intoas security for the repayment of a loan, a Governing Body shallprovide thefollowing documents to thePresident of the StandingCommittee atleast fourteen (14) days prior to the next regularly scheduled Standing Committee meeting. The Standing Committee may, in its discretion, require a delegation of the Governing Body to appear and present the proposal in person:

_____Resolution.A copy of a resolution of the GoverningBody authorizing the encumbrance.

For a sampleresolution, please refer to Exhibit D-1.The resolution shall:

(a)Identify the property to be encumbered;

(b)Set forth the reasons for the proposed loan;

(c)Set forth the amount, rateof interest and repayment period of the loan; and

(d)Set forth the anticipated schedule andsource of repayment, and the terms of any repayment privileges or penalties.