Restructuring the Diocese of Salt Lake City: An Exercise in Faithful Stewardship

Intermountain Catholic

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Effective July 1, 2008, the restructuring of the civil legal structure of the Diocese and the various ministries (i.e. parishes, missions and high schools) was accomplished. Various entities were created and filed with the Division of Corporations and Commercial Code of the Utah Department of Commerce. Internally, procedures and documents have been created or modified to facilitate the restructuring with associated training meetings. Manuals including the Pastoral Directives are being updated.

The main purposes of the restructuring were to:

• Create a structure more closely related in compliance with Canon Law.

• Provide for the individual identification of each separate ministry consistent with Canon Law.

• Allocate assets used by each ministry in the name of such ministry.

• Create separate civil legal entities to manage diocesan real estate, cash and related assets of the Deposit & Loan program.

• Provide each ministry protection for its assets.

Beginning in May 2007, Bishop John C. Wester met with Reverend Monsignor J. Terrence Fitzgerald, Vicar General, Joan Loffredo, Diocesan Director of Finance, and Michael Lee, Director of Diocesan Pastoral Operations to begin exploring the possibility of altering the diocesan corporation sole structure in order to address canonical and civil concerns. Similar reorganizations had already been implemented in other areas of the country. The services of Attorneys Mark L. McCarty and Michael N. Emery of the law firm of Richards Brandt Miller & Nelson were retained shortly thereafter to assist in the analysis of Utah law and the needs of the Diocese.

The goals of the plan were to:

• Implement the civil restructure with the least amount of change to the daily operations of each ministry.

• Preserve the integrity of the assets of each ministry.

• Maintain the ongoing collaboration between the various ministries.

A model plan of restructuring was formulated. The plan allowed for a civil law structure recognizing the separate identity of each ministry in compliance with Canon Law. Although each ministry would have appropriate autonomy in civil and canonical matters, each ministry would not be autonomous from Canon Law nor from the ecclesiology of the Roman Catholic Church.

The plan was presented to various groups within the diocese. After review and unanimous approval by the College of Consultors, the Diocesan Finance Council and diocesan directors, the plan was presented at the May 2008 Clergy Convocation. Various meetings were conducted by the Diocesan Finance Office in and around the State of Utah to groups of parish, mission and school pastors, administrators and business managers where the "nuts and bolts" of the restructuring were addressed.

The basic structure provides for the continuance of the Roman Catholic Bishop of Salt Lake City, a Utah corporation sole together with the creation of support corporations to administer diocesan real estate and manage cash and related assets of the Deposit & Loan program. Pursuant to Utah law, each parish, mission and high school is a separate series limited liability company within the master series limited liability company "Ministries of the Catholic Diocese of Salt Lake City, LLC". Each separate series limited liability company will hold title to specific property and buildings as appropriate. An exception to the series limited liability company structure is the Skaggs Catholic Center with its three schools and daycare which has been organized as "Skaggs Catholic Center, LLC, a Utah limited liability company" due to the nature of the original bequest and central form of administration. Additionally, the civil law structures of the Catholic Foundation of Utah, Mount Calvary Catholic Cemetery, Catholic Community Services of Utah and Priests’ Mutual Benefit Society were unaffected.

Each ministry has undergone minimal change in its operations. For example, the pastor, administrator or principal is still in charge of each parish, mission and/or school. Moreover, property, liability, automobile and other insurance as well as employee benefits will be procured by the diocese for each ministry. An obvious change is the modification of bank account names, stationery, document names and invoices to show the new civil organization.

Critical factors for the sustained implementation of the restructuring include complete, accurate, timely and separate record keeping/documentation, compliance with policies and procedures, and adherence to the newly established structure. At various meetings, pastors and other diocesan administrators have committed themselves to the implementation of the new structure.