|
THE DIOCESE OF NEWARK
The next meeting will be held on Wednesday, September 14, 2005 St. Agnes', Little Falls
Present: The Rt. Rev. John P. Croneberger; President; Mr. John Zinn, Treasurer, Mr. Michael Francaviglia, Secretary; Diane Sammons, Esq., Chancellor. Elected by Districts: The Rev. Christopher Brdlik, Ms. Faith Gideon Brown, The Rev. Canon Gervais Clarke, The Rev. Lu-Anne Conner, Ms. Glenda DeKruif, The Rev. Mariano Gargiulo Ms. Lois Gray, The Rev. Janet Kraft, Ms. Susan Kynor, The Rev. Paul Olsson, Mr. Andrew Piccirillo, The Rev. William Potter, Mr. Don Roberts, Ms. Mary Sunden, Ms. Lynn Tyler, Ms. Pat Yankus, The Rev. Fain Webb Bishop's Appointments: Mr. Sidney King, The Rev. Prince Singh, The Rev. Paul Williams. Absent: Mr. Robert Harwood, Ms. Carol Taylor ECW: Ms. Doris Mardirosian Others: Kim Byham, Esq., President of the Standing Committee; Rick Fox and Erik Soldwedel, Bethsaida Team members; Mr. Tim Carpenter, Canterbury Village Staff: Canon R. Carter Echols, Ms. Lyn Headley-Deavours and Ms. Kitty Kawecki (for the Working Group time) COUNCIL WORKING GROUP MEETINGS The working groups met separately for Bible study (Matthew 9:35-10:8) and discussions. COUNCIL WORKING GROUP REPORTS The conveners reported on the continued plans for each working group as the calendar approaches the summer and anticipates the fall. AGENDA Motion: It was moved and seconded to adopt the agenda with the additions of a report on the Cator Avenue, Jersey City property, and Canterbury Village By-Laws. The motion was adopted. MINUTES Motion: It was moved and seconded to accept the minutes for the meeting of May 11, 2005. The motion to accept the amended minutes was adopted. EPISCOPAL COMMUNICATIONS Bishop Cronberger's comments included: . Expressed gratitude and appreciation on behalf of Diocesan Council to the Rev. Canon Paul Hunt who was leaving the staff for a position as interim, St. James', Upper Montclair. He was presented a certificate of appreciation. . Welcomed Mr. Rick Fox and Mr. Erik Soldwedel from the Bethsaida Team; Mr. Kim Byham, president of the Standing Committee; Mr. Tim Carpenter, president of the Board of Canterbury Village. . Remarked on the closing service at St. Mary's, Haledon, attended by over seventy people, that included district clergy and former members and leaders. The core group of parishioners were saddened and disappointed, but were committed to the gospel and to the truth and were planning to move into new worshiping communities. He expressed gratitude to the staff members, Canon Echols and Canon Hunt, who worked with the parishioners throughout the discernment process. . Thanked the leadership of District 10 for their coordinating efforts with the recent district confirmation when there were 650 people in attendance. . Attended a meeting last week on the creation of a fund for future leaders that was trying to address seminary debt. The meeting brought together various representatives including the national church leadership and the Episcopal Church Foundation. It was believed that $200 million could be raised for this purpose. His concern was that the funds would invested in the holdings of independent boards, such as ECF, and accountability could become an issue. . Scheduled was the ordination for the transitional deacons on Saturday, June 11. Several weeks earlier, three persons were ordained to the vocational diaconate. BETHSAIDA TEAM Mr. Rick Fox and Mr. Erik Soldwedel, members of the Bethsaida Team, presented to the bishop an award that they accepted on his behalf from the New Jersey Coalition for Inclusive Ministries (NJCIM). Mr. Soldwedel read an excerpt from the letter of submission written by Ms. Jan Hardy, co-chair of the Bethsaida Team, to the Coalition describing why Bishop Croneberger should be honored by the organization. She wrote, "the idea for the team was conceived before Bishop Croneberger was elected. It was difficult to foster interest until his arrival. We followed his direction to round up people to get the work started. The bishop has supported all resolutions on the accessibility issues considered by diocesan conventions. Since Bishop Croneberger has decided to retire, the Bethsaida Team wanted to honor him with the award plaque from the coalition." Mr. Fox shared a personal observation about the change within the churches and the diocese because of Bishop Croneberger's support for the Team's work. It was wonderful that those who were disabled were more in contact with the bodies of Christ within the diocese. The bishop's support will continue to effect the change within the diocese and the church, as more people with disabilities are able to serve the church and be served by the church. TREASURER'S REPORT Mr. John Zinn reported the overall budget was on target, which was a considerable change from last year when the budget had to be adjusted by $100,000 to avoid a deficit situation. He was concerned, however, about continuing significant deficits in about one-third of our churches. He continued to keep in contact with many of them. District representatives could help address the issue by informing church leaders that when they discover a financial problem they should be communicating with the bishop's office and the chief financial officer sooner than later. Motion: It was moved and seconded to accept the report, subject to audit. The motion was adopted. The President called to order a Meeting of the Apostles' House Board. APOSTLES' HOUSE BOARD ELECTION Mr. John Zinn explained that the Apostles' House Board was regularly elected by the Diocesan Council at its December meeting, but that currently there was a vacancy. This resolution will elect Ms. Yankus to the board until December. The election was part of a process of rebuilding the board. The other current members were: The Rev. John Ryan - President, Mr. John Zinn - Vice President, Mr. Ross Mangina - Treasurer,Mr. Cesar Torres - Secretary, Mr. Gil Towell, and Ms. Sandra High. Motion: RESOLVED, That Ms. Pat Yankus be elected to the Board of the Apostles' House until the December 2005 meeting of the Diocesan Council. The motion was seconded and adopted. Motion: It was moved and seconded to adjourn the Meeting of the Apostles' House. The motion was adopted. The President reconvened the meeting of the Diocesan Council. SEARCH/NOMINATING COMMITTEE BUDGET Kim Byham, Esq., President of the Standing Committee, presented the proposed budget approved by the Standing Committee for the search process that would begin in late June. The focus was on those items that were in need of immediate expenditures, and that a proposal would be made to the diocesan convention in January for funds beyond the budget proposed by the Standing Committee for Diocesan Council approval. The entire process could well cost over the $80,000 that had been reserved. It was anticipated that the Search/Nominating Committee would determine the specific expenditures within the parameters of the approved budget. The Standing Committee approved the proposal the budget at its meeting on June 1. Additionally, while not included in the proposed budget, the Standing Committee foresaw additional expenses that would be incurred after the election of a new bishop and would include moving expenses, $20,000; consent process, $1,000; and consecration, $25,000. The Standing Committee would welcome suggestions and ideas on how to reduce the overall costs. The bulk of the $35,000 for the Search/Nominating Committee was for travel expenses, either for committee members or for candidates. Motion: It was moved and seconded that the budget presented in the amount of $56,000 from the funds reserved for a bishop's election be approved which indicated the categories of expenses as: Search/Nominating Committee, $35,000; Profile printing, $5,000; Transition Committee, $5,000; Consultant, $5,000; and Special Election, $6,000. The motion was adopted. ST. JOHN'S, JERSEY CITY - BUILDING DEMOLITION Mr. Sidney King reported the structure of St. John's was badly deteriorated and presents both a liability exposure for the diocese and a safety hazard for the neighborhood. It was fair to say that the situation was quite dire. The roof members (support beams) were rotting. In fact, some trusses had already collapsed. Under heavy snow load the walls were in danger of splaying (falling outward) because of the extreme weight on the weakened roof. The inner structure was almost completely gone. The estimated cost to correct the problems was in excess of $1.3 million dollars. This action was the recommendation of the Diocesan Council Jersey City Strategy subcommittee, the bishop, the senior staff and the diocesan property manager. Motion: RESOLVED, That the Diocesan Council authorizes the expenditure from the Jersey City Strategy funds for the demolition of the church structure (formerly St. John's Episcopal Church) located on the property of 120 Summit Avenue, Jersey City. The expected cost will range between $150,000 to $200,000 for dismantling the building, removing all the debris, clearing the ground two feet below the foundation and top off the site with clean fill. The arrangements for the demolition will be coordinated and managed by the Diocesan Property Manager. The motion was seconded and adopted. JERSEY CITY - CATOR AVENUE PROPERTY Ms. Diane Sammons provided a summary of the condemnation progress on 134-42 Cator Avenue, Jersey City. Notice was received in January 2005 that it was the intent of Jersey City to condemn the property for the construction of a school. The NJ Schools Construction Corporation (SCC) made an offer based on its determination that the land was valued at $636,000 and had an estimated value for the cost of environmental cleanup at $77,050. The diocese hired a condemnation specialist, Mr. John Buonocore, to defend/negotiate with the SCC. Mr. Buonocore secured an independent appraisal for both the value of the property and the clean up that determined the property value as $874,000 and an estimated clean up price as $47,775. At this time, the request before Council was to give Mr. Buonocore authority to negotiate a settlement that would end with a figure that would be the difference between our appraised value and that of the state's. He would attempt to settle the matter with the appraised value being $755,000 (from this value we would deduct the cost of clean up.) The matter would come before Council for final approval of a transfer/settlement on the property within the next several months once the negotiations began. Motion: It was moved and seconded to authorize the attorney to negotiate for an amount of $755,000 for final approval by Diocesan Council at a later date. The motion was adopted. CANTERBURY VILLAGE - BY-LAWS AMENDMENT Mr. Tim Carpenter, Canterbury Village Board President, reported on the current financial situation with Canterbury Village and requested a change in the by-laws to permit Heath Village to take control of the Canterbury Village. He explained that six years ago in 1999 Canterbury Village, formerly called The House of the Holy Comforter, wanted a closer relationship with the Diocesan Council and amended its by-laws giving Council the authority to elect the board and to approve amendments to the by-laws. He was asking now that the by-laws be amended so that the Council no longer elected the board and returned to Canterbury Village the authority to amend the by-laws without Council approval. The reason for the request was to satisfy a condition sought by Heath Village that the relationship with the Diocesan Council cease. [A full discussion followed and is noted further down into the minutes. A technical explanation follows in the next several paragraphs.] Heath Alliance for Care, Inc. ("Heath") was going to become the sole member of The House of the Holy Comforter (the "Company"). In order to effect this, the Certificate of Incorporation of the Company will be amended and restated in its entirety (the form of the Amended and Restated Certificate has been approved by the Company's Board of Trustees). At the same time that the Company's Amended and Restated Certificate of Incorporation is filed, the existing Board of Trustees of the Company will resign (other than the Bishop of the Episcopal Diocese of Newark who will not resign) and be replaced by new trustees named in the Amended and Restated Certificate of Incorporation. Once the new Board of Trustees is in the place, the new Board of Trustees will, among other things appoint new officers for the Company and amend and restate the By-Laws of the company in their entirety. The Amended and Restated By-Laws of the Company include amendments to provisions of the existing By-Laws that we believe require the approval of the Diocesan Council of the Episcopal Diocese of Newark (see item 2 below). The amendments for which we request the approval of the Diocesan Council are as follows: . 1. Article VI, Section 7 (Nominating Committee) will be deleted in its entirety. Article VI, Section 7 provides as follows: "Section 7. Nominating Committee. This Committee shall consist of up to five (5) members, two of whom, including the Chairman, shall be members of the Board of Trustees. In addition, the Chairman of the Committee for the preceding year shall be a member ex-officio, with vote. The Nominating Committee shall be appointed at the January meeting and shall prepare a slate of nominees for officers and for the next class of Trustees for the March meeting which shall be presented at the April meeting of the Diocesan Council of the Episcopal Diocese of Newark for their concurrence. The slate shall be presented for election at the annual Meeting of the Corporation in May." 2. Article VIII (Amendments) will be deleted and replaced as follows: The following is the provision that will be deleted: "The foregoing By-Laws with the exception of Article VI Section 7 (Nominating Committee) and Article VIII (Amendments) may be amended by two-thirds vote of the entire Board of Trustees at any regular or special meeting with written notice proposed changes in a from/to format being given ten days in advance. Article VI Section 7 and Article VIII may be amended only with the approval of the Diocesan Council." The following is the provision that will replace the deleted provision: "These By-Laws may be altered, amended, repealed, or added to by an affirmative vote of the Trustees representing sixty-six and two-thirds (66 2/3) percent of the voting power, at any Annual Meeting or at a special meeting called for that purpose, provided that a written notice or e-mail notice , not less than five (5) nor more than fifteen (15) days prior to said meeting, shall be sent to each Trustee of the Corporation which notice shall state the alterations, amendments or changes which are proposed to be made in such By-Laws. Only such changes as have been specified in such notice shall be made. If, however, all the Trustees shall be present at any regular or special meetings, these By-Laws may be amended by a unanimous vote, without any previous notice." The discussion after the introduction of the issues included the following comments. Mr. Carpenter explained in response to a series of questions from council members that Heath Village will take over the current debt, but the attorney's for Heath wanted the tie-in to the diocese eliminated. Canterbury Village wasn't being sold, rather the ownership was to be transferred from current board to Heath Alliance for Care. The reasons for a transfer over an outright sale included: the transfer eliminated a state tax situation and any need for new state approvals to run the operation, and wouldn't jeopardize any bequests pending. Currently, the facility was managed by a Heath corporation, Heath Care Inc., which was a bank requirement at the time of mortgaging. There had been two years when the Canterbury was in default on the mortgage. The loan had an interest rate of 9%. Unfortunately during those two years the late penalties and late accumulated to such an extent that the loan amount increased from $1.2 million to $3 million. It was anticipated that Heath would wire transfer the funds on Thursday, June 9 to the mortgage holding company. Heath has the financial stability to take over Canterbury, and would operate it without raising the rates, in part, because of competition within the market. The Heath Alliance for Care had its own 501(c)3 and was separate from the diocese. There was no liability to the diocese. The bishop was the chairman of the board, an arrangement that was initiated many decades ago when Heath Village sought diocesan guarantee for a mortgage. Canterbury had been a separate corporation with its own board, and its 501(c)3 status came through its relationship with the diocese and the national church. Many of the board members were Episcopalian, including clergy. The facility included a chapel. Canterbury began as House of the Holy Comforter eighty years ago as a retirement home for Episcopal priests. However, the facility housed few priests and many more widows. Currently, the bank was holding the deed in lieu of foreclosure. Bishop Croneberger reported that Mr. Pat Brady, executive director of Heath Village, had indicated in their recent conversations that Heath Village intends to keep a relationship with the diocese regardless of the evening's decision about the amendments to the by-laws. If members of the Diocesan Council were uncomfortable to reach a decision at the meeting, the mortgage transfer would still go through as planned. Mr. Carpenter concluded that Canterbury Village operated independently until just six years ago, and the request was to go back to the way it was before 1999. Control of the corporation was being transferred, because Heath was willing to do so. At this time, the bank had a buyer ready to purchase the property once foreclosure occurred. With Heath's involvement, the corporation of Canterbury Village would still be in existence. There will be a new board for Canterbury that will include Mr. Carpenter and Bishop Croneberger. Other members will be selected by Heath with Council's ratification or election. Heath would prefer that there be a council action this evening, but if not, Heath would move ahead with the financial arrangements and wait until council decides about its involvement. During the discussion it was noted by several council members that when member organizations, such as Canterbury, confront a crisis, whether financial or otherwise, the situations should be reported to the Council. It was recognized that reporting didn't happened in this instance, but it was hoped that there could be a learning from this experience. When asked by a council member for advice, the chancellor was not comfortable to give an opinion because of the short time provided to review the documents. There was comfort knowing, however, that there was directors' and officers' liability insurance coverage in place that would protect the bishop. If the bishop would decide to remove himself from the board within the next several months that could happen. Motion: It was moved and seconded that authority be granted to the Officers and members of the Steering Committee after consultation with the chancellor to make a decision on the request presented this evening. The motion was adopted on a hand count vote of 13 yes and 5 no. ACTS/VIM BOARD RECOMMENDATIONS Motion: It was moved by Mr. Michael Francaviglia and seconded that the recommendations made at last month's meeting be ratified. The motion was adopted. AV-05-01: Union City, St. John's - Positive Connection Thrift, $6,400 AV-05-02: Newark, Newark School of Theology, $2,300 AV-05-03: Clifton, St. Peter's - St. Peter's Haven, $4,300 AV-05-04: Denville, The Saviour - Youth Ministry Program, $3,500 AV-05-05: Orange, Epiphany - Epiphany Hot Food Ministry, $3,500 AV-05-06: Hackensack, Christ Church CDC - Next Steps Initiative, $4,300 AV-05-07: Boonton, St. John's CDC - Community Summer Camp, $4,300 AV-05-08: Jersey City, Grace Van Vorst - Young Artists-in-Training Summer Program, $4,000 AV-05-09: Newark, House of Prayer - "Feed My Sheep", $4,500 AV-05-10: Fort Lee, Good Shepherd - Friends for Life, $4,300 AV-05-11: Newark, Grace Church - Homework Club, $4,000 AV-05-12: Jersey City, Jersey City CDC - "Community Synergy Project", $4,300 AV-05-13: Maplewood, St. George's - Summer Enrichment Music Program, $4,700 AV-05-14: Hasbrouck Heights, St. John the Divine - Care on the Corner, $4,300 AV-05-15: Port Murray, Cross Roads Outdoor Ministries - Team-Building Program, $9,000 AV-05-16: Paterson, St. Paul's - CityServe Summer Program, $4,300 Total Recommendation to Diocesan Council: $72,000 WARD J. HERBERT FUND BOARD RECOMMENDATIONS Motion: It was moved by Ms. Mary Sunden and seconded that the recommendations made at last month's meeting be ratified. The motion was adopted. WJH-05-01: Little Falls, St. Agnes' - Flat roof replacements, $27,000 WJH-05-02: Orange, All Saints' - Parish hall heating system, $2,200 WJH-05-03: Parsippany, St. Gregory's - Smoke detectors, fire extinguishers, $3,095 WJH-05-04: Orange, Epiphany - Repairs of bathrooms, kitchen & function room, $0 WJH-05-05: Newark, Seamen's Church Institute, Renovation of Seafarers' Center, $0 WJH-05-06: Kearny, Trinity - Roof work on parish house and church, $1,095 WJH-05-07: Newark, St. Andrew's - Drainage line repair, $800 WJH-05-08: Newark, House of Prayer - Church roof repair, $6,680 WJH-05-09: Teaneck, Christ Church - Rectory roof repairs, $4,800 WJH-05-10: Fair Lawn, Atonement - New oil tanks, replace furnace fire box, $2,595 WJH-05-11: Hackettstown, St. James' - Furnace replacement, $2,498 Total Recommendation to Diocesan Council: $43,863 EPISCOPAL CAPITAL LOAN FUND - BERGENFIELD & MILLBURN Ms. Mary Sunden, Ward J. Herbert Fund Board chair, presented the following ECLF minutes for ratification. The Ward J. Herbert Fund Executive Committee approved a $12,000 loan to All Saints', Bergenfield on May 26, 2005. The loan will fund the preparation, equipment purchase, installation and all related processes for the church school playground. It was projected that the loan would be repaid by 2017 (12 year term). The interest rate was 5%. Motion: It was moved by, seconded and adopted to ratify the minutes from the Ward J. Herbert Fund Executive Committee which approved an ECLF loan to All Saints', Bergenfield in the amount of $12,000. The Ward J. Herbert Fund Executive Committee approved a $40,000 loan to St. Stephen's, Millburn on June 2, 2005. The loan will fund renovation of existing space to accommodate the expansion of the pre-school into toddler and infant care. It was projected that the loan would be repaid by 2008 (three-year term). The interest rate was 5%. Motion: It was moved by, seconded and adopted to ratify the minutes from the Ward J. Herbert Fund Executive Committee which approved an ECLF loan to St. Stephen's, Millburn in the amount of $40,000. DISTRICT SHARING - ANTI-RACISM TRAINING A conversation was sparked about last month's decision that a nominee for election to the Search/Nominating Committee or Transition Committee must commit to completing anti-racism training by June 30. The concern expressed with the specific date of June 30, because it appeared that there were no opportunities for the training before the deadline set by council's resolution. The Rev. Janet Kraft, convener of the Inclusion working group, reported that training will be provided to the members of the committees as a whole group and together, whether they had the training prior to being elected to the committee or not. This meant that an individual who did not have the training could stand for election, but must commit to taking the training with the other members of the committees. Mr. Sidney King voiced his objection to allow individuals to stand for election who had not completed the training and he urged that the original date of June 30 be enforced and he moved that as a resolution. Motion: It was moved by Mr. King and seconded by Ms. Susan Kynor that nominees be allowed to be presented for election to the committees provided that they attend and complete anti-racism training no later than June 30, else they will be rejected from the committees. The motion was defeated with two affirming votes. Council remained firm in its commitment that training for the committee work wasn't an option. However, the report by Ms. Kraft presented an understanding that was different from last month on how best to handle the process for people willing to serve. It appeared to some that the former resolution adopted last month was done so without full information. Motion: It was moved by The Rev. Paul Olsson and seconded that the resolution be amended so that the text would now read nominees be allowed to be presented for election to the committees provided they attend and complete the anti-racism training provided for the Search/Nominating Committee and the Transition Committee. The motion was adopted with one negative vote. DISTRICTS SPENDING REQUEST The Rev. Paul Williams presented the spending request from District 5 for its Visioning Day scheduled for Sunday, June 26. The conference leader was Canon R. Carter Echols. The funds will be used for food, beverages and other associate costs. The final approval of the event was given at the district meeting on May 12 at St. James', Upper Montclair. The request was an expenditure of $300 toward the district Visioning Day. Motion: It was moved, seconded and adopted to authorize the release of $300 for the District 5 Visioning Day expenses. SUMMER AUTHORIZATION RESOLUTION Motion: It was moved by Mr. Michael Francaviglia and seconded: RESOLVED, That the authority to act on behalf of the Diocesan Council from this meeting until the next regularly scheduled meeting of the Diocesan Council be given to the elected officers (President, Treasurer and Secretary) and the members of the Steering Committee and in consultation with the Chancellor in the event that a decision must be made during the summer recess. Any such actions will be reported to the Council at its September meeting or in email correspondence as is appropriate. [The officers are: The Rt. Rev. John P. Croneberger, President; Mr. John Zinn, Treasurer; and Mr. Michael Francaviglia, Secretary. The members of the Steering Committee are: Ms. Faith Gideon Brown, The Rev. Lu-Anne Connor, The Rev. Janet Kraft, and Ms. Pat Yankus.] The President called to order the a Meeting of the Rutherford Senior Housing Corporation. The motion was adopted. RUTHERFORD SENIOR HOUSING CORPORATION Mr. Michael Francaviglia reported that a ninth Rutherford Trustee was needed to replace an outgoing member who had served five consecutive years on the board. Motion: It was moved, seconded and adopted that Ms. Mary Anne Murray be elected to the Board of Trustees for the term to expire May 9, 2006. The motion was adopted. The other Rutherford Trustees were: Ms. Rachelle Bialek, Ms. Barbara Chadwick, President, The Rev. Ray Frazier, Ms. Maria Teresa Gutierrez, Mr. George Hensel, Mr. John Hipp, Ms. Denise Ross, Ms. Barbara Russell, Vice President. Motion: It was moved and seconded to adjourn the Meeting of the Rutherford Senior Housing Corporation. The motion was adopted. The President reconvened the meeting of the Diocesan Council. Bishop Croneberger congratulated by Mr. Andrew Piccirillo on his upcoming marriage in July. The meeting was adjourned at 9:30 p.m. with prayer by Mr. Andrew Piccirillo. Respectfully submitted, Michael Francaviglia, Secretary  --Return to Diocese of Newark Home PageReturn to Top of Page |