DOCUMENT 27

Diocese of New Jersey 231st Convention Report of the Chancellor

Concerning The Trustees of Church Property of the Diocese of New Jersey

and Mission Advancement, Inc.

In the 228th Convention of the Diocese of New Jersey held in 2012, the Convention enacted Im-plementing Resolution 8 of the Joint Task Force on Processing, Management, and Reporting of Diocesan Trust Funds:

Resolved, That the Bishop of the Diocese of New Jersey be authorized and requested to appoint, following consultation with The Trustees of Church Property of the Diocese of New Jersey, a new task force to review the status of all real property held in the name of the Dio-cese of New Jersey, The Trustees of Church Property, The Trustees of the Episcopal Fund, and such other entities as the Trustees of Diocesan Trust Funds may identify, and to make recommendations based upon such research with respect to retitling real property as may in their opinion be desirable; and be it Further resolved, That the Bishop of New Jersey, the Diocesan Council, the Trustees of Diocesan Trust Funds, and such other entities as may be found to be in title to such real property, be authorized and directed to effect transfers of title pursuant to such recommen-dations of the task force, and to report such transfers to the Diocesan Convention. (Recommendation 13)

That investigation showed that a number of parcels of real estate were held in the name of Mis-sion Advancement, Inc., a nonprofit corporation formed in the diocese in 1940 for the purpose of assisting churches in the diocese by of purchasing and improving real estate for them, including by holding title to the property and obtaining mortgages for their purchase. The board of direc-tors of this corporation is named by the Bishop, rather than being elected by Convention, and it has been inactive for some years. It was determined that the best way to regularize the owner-ship of these properties would be through a corporate merger of Mission Advancement, Inc. into The Trustees of Church Property of the Diocese of New Jersey (which I'll refer to as "the Trus-tees of Church Property"), which already performs these tasks through its elected trustees. This would have the desired effect of retitling the Mission Advancement properties into the name of the Trustees of Church Property as the successor corporation. The Trustees of Church Property was incorporated in 1886 as a religious corporation under then New Jersey law pursuant to a resolution of the 114th Diocesan Convention that year (Appendix I to this Report). In 1932 its charter was amended to increase the number of trustees from three to five (Appendix II). Thereafter, Canon 13 governing the Trustees of Diocesan Trust Funds was amended to add the Bishop Diocesan as a Trustee, but no corresponding corporate amendment confirming this was filed. In order to enable the consolidation with Mission Advancement, Inc., the incorporation papers of the Trustees needed to be amended to allow for a consolidation with a nonprofit corporation. On December 20, 2013, the Trustees filed an appropriate amendment to allow this, and at the same time to take advantage of certain other provisions allowable for nonprofit corporations, in-cluding the filing of a restated certificate of incorporation (Appendix III).

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The provisions of New Jersey Statutes governing Episcopal religious corporations have been largely unchanged since 1901, and the sections relating to diocesan trusts such as the Trustees of Church Property date back to 1880. An examination of Appendices I and II will show that very little of how the Trustees of Church Property should operate is contained in its incorpora-tion papers. The statutory provisions governing nonprofit corporations, however, were modern-ized in 1983 and provide for far more specificity, including the duration of the corporation and whether or not it is to have members. As Chancellor, I recommend that the Convention autho-rize an Amended and Restated Certificate of Incorporation for the Trustees of Church Property that would more clearly set forth its charter of operations, as well as allowing for the consolida-tion into it of other corporations, including not only nonprofit corporations such as Mission Ad-vancement, Inc., but also the corporations of incorporated missions, as called for by the amend-ment to Canon 60, Section 2(d)(iv) as approved by the 229th Convention two years ago. I therefore move the following implementing resolutions:

Be it resolved, That the 231st Convention of the Diocese of New Jersey ratifies the amend-ment to the Certificate of Incorporation of The Trustees of Church Property of the Diocese of New Jersey filed December 20, 2013; and be it Further resolved, That this Convention authorizes the execution and filing of an Amended and Restated Certificate of Incorporation of The Trustees of Church Property of the Diocese of New Jersey in the form annexed to this Report as Appendix IV (substituting for Kenneth MacRitchie the information for the trustee elected at this Convention to succeed him), effective as of the date of filing; and be it Further resolved, That the appropriate officers of the Diocese be authorized and directed to take such steps as may be necessary to consolidate Mission Advancement, Inc. into The Trustees of Church Property of the Diocese of New Jersey, pursuant to statute.

Respectfully submitted, Canon Paul Ambos, Esq., Chancellor

Appendix III

STAMP:

FILED

DEC 20 2013

STATE TREASURER

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

THE TRUSTEES OF CHURCH PROPERTY OF THE DIOCESE OF NEW JERSEY

PURSUANT TO

NEW JERSEY REVISED STATUTES, SECTION 16:12-20

The undersigned, being the President and the Secretary of the Convention of the Diocese of New

Jersey, a diocese of the Protestant Episcopal Church in the United States of America, do hereby

execute the following Certificate of Amendment pursuant to N.J. Revised Statutes § 16:12-20:

FIRST: The name of the corporation is "THE TRUSTEES OF CHURCH PROPERTY OF

THE DIOCESE OF NEW JERSEY".

SECOND: The corporation's Entity Number is 0900062893.

THIRD: The Certificate of Incorporation is hereby amended as follows:

(a) Article Second and any other unnumbered articles other than Article First are

deleted.

(b) New Articles Second through Fifth are inserted, to read as follows:

"Second. The Corporation shall have six trustees elected or appointed according

to the provisions of the Canons of the Diocese of New Jersey. The said Canons

shall provide for the removal of trustees and the filling of any vacancies.

"Third. The Corporation shall have such officers as provided by the Canons of

the Diocese of New Jersey or by its Bylaws.

"Fourth. Pursuant to the provisions of New Jersey Revised Statutes Section

15A:1-5, the Corporation shall be subject to

(a) the provisions of Sections 15A:9-1 through 15A:9-6 as regards

amendments to the Corporation's Certificate of Incorporation and the

filing of a Restated Certificate of Incorporation, in addition to the

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provisions of New Jersey Revised Statutes Sections 16:12-24 through

16:12-26, and

(b) the provisions of Sections 15A:10-1 through 15A:10-9 as regards

merger and consolidation, in addition to the provisions of New Jersey

Revised Statutes Section 16:1-20.

"Fifth. The Corporation's registered office shall be at Diocesan House, 808 West

State Street, Trenton, New Jersey 08618-5326. The current registered agent at

such address is Phyllis Jones."

FOURTH: The Corporation does not have members.

FIFTH: The foregoing amendments were adopted by the vote of the trustees of the Corporation

on November 6, 2013.

IN WITNESS WHEREOF, the undersigned have signed their names on the date or dates set

forth below.

November 21, 2013 ____________________________________

The Right Reverend William H. Stokes,

XII Bishop of New Jersey and President of

Convention of the Diocese of New Jersey

and of the Corporation

November 21, 2013 ____________________________________

Cheryl D. Browne, Secretary of Convention

of the Diocese of New Jersey

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ACKNOWLEDGEMENTS

STATE OF NEW JERSEY )

> ss.:

COUNTY OF MERCER )

BE IT REMEMBERED, that on this 21st day of November 2013, before me, the subscriber, a

Notary Public of New Jersey, appeared WILLIAM H. STOKES, who, I am satisfied, is the

person named in and who executed the foregoing instrument in the capacity therein set forth, and

thereupon he acknowledged that he signed, sealed, and delivered the same as his act and deed in

the capacity stated, for the uses and purposes therein expressed.

Mary Ann Rhoads

NOTARY PUBLIC

My Commission expires Jan. 7, 2016

STATE OF NEW JERSEY )

> ss.:

COUNTY OF MERCER )

BE IT REMEMBERED, that on this 21st day of November 2013, before me, the subscriber, a

Notary Public of New Jersey, appeared CHERYL D. BROWNE, who, I am satisfied, is the

person named in and who executed the foregoing instrument in the capacity therein set forth, and

thereupon she acknowledged that she signed, sealed, and delivered the same as her act and deed

in the capacity stated, for the uses and purposes therein expressed.

Mary Ann Rhoads

NOTARY PUBLIC

My Commission expires Jan. 7, 2016

Appendix IV

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of

THE TRUSTEES OF CHURCH PROPERTY OF THE DIOCESE OF NEW JERSEY

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Pursuant to the provisions of Section 16:12-20 of the New Jersey Revised Statutes, the undersigned hereby execute this Amended and Restated Certificate of Incorporation as officers of the Convention of the Protes-tant Episcopal Church in the Diocese of New Jersey, which Convention has authorized the execution and filing of this Certificate: 1. Name of Corporation: The Trustees of Church Property of the Diocese of New Jersey 2. Corporation Number: 0900062893 3. Current Registered Agent and Office: Phyllis Jones, Chief Financial Officer of the Diocese, 808

West State Street, Trenton, New Jersey 08618 4. Purposes for which this corporation is organized: The Trustees of Church Property of the Diocese

of New Jersey shall have power to receive, hold, and dispose of all funds and other property that may be given, conveyed, or otherwise transferred to it in trust for any religious, charitable, or educational purpose connected with The Episcopal Church in the Diocese of New Jersey or with any congrega-tion in the Diocese, to be held in trust for such Diocese or for such congregation. The disbursement of income and the disposition of property held in trust by the Trustees of Church Property shall be subject to the conditions of the trust or, if not so specified, as directed by the Canons of the Diocese of New Jersey or as directed by resolution of the Convention of the Diocese of New Jersey. If no express trust is contained in the instrument vesting title or possession in the Trustees of Church Property of the Diocese of New Jersey, or if the Trustees of Church Property of the Diocese of New Jersey shall become the owner of property of a dissolved parish or other church property, then they shall hold and dispose of such property as may be directed by such Canons or by resolution of the said Convention.

5. The Corporation shall not have members. 6. The duration of the Corporation is perpetual. 7. The Corporation shall have six trustees elected or appointed according to the provisions of the Can-

ons of the Diocese of New Jersey. The said Canons shall provide for the removal of trustees and the filling of any vacancies. The current trustees and their residence addresses as of the date of adoption of this Amended and Restated Certificate of Incorporation are:

William H. Stokes 215 Renfrew Avenue, Trenton, New Jersey 08618 Thomas Diemar 70 Round Top Road, Bernardsville, New Jersey 09724 [Kenneth MacRitchie 2 Manor Drive, Red Bank, New Jersey 07701] Edward Higgins 1315 W. Belladonna Avenue, Egg Harbor City, New Jersey 08215 Charles Parton 8 Heathcliff Road, Rumson, New Jersey 07760 Robert W. Scott 111 Melon Avenue, Griggstown, New Jersey 08027

8. The Bishop Diocesan of the Diocese of New Jersey shall be the President of the Corporation and the Treasurer of the Diocese shall be the Treasurer of the Corporation. The Corporation shall have a Secretary and such other officers as may be provided by the Canons of the Diocese of New Jersey or by the Corporation's Bylaws.

9. Pursuant to the provisions of New Jersey Revised Statutes Section 15A:1-5, the Corporation shall be

subject to (a) the provisions of New Jersey Revised Statutes Sections 15A:9-1 through 15A:9-6 as regards

amendments to the Corporation's Certificate of Incorporation and the filing of a Restated Certificate of Incorporation, in addition to the provisions of New Jersey Revised Statutes Sections 16:12-24 through 16:12-26, and

(b) the provisions of New Jersey Revised Statutes Sections 15A:10-1through 15A:10-9 as regards merger and consolidation, in addition to the provisions of New Jersey Revised Statutes Section 16:1-20.

10. Upon and after any merger of another corporate entity into the Corporation pursuant to Section

15A:10-1 of New Jersey Revised Statutes or otherwise, the Corporation agrees that it may be served with process in this State in any action, suit, or proceeding for the enforcement of any obligation of the merging or consolidating domestic or foreign corporate entity. The Treasurer of the State of New Jersey is hereby appointed as agent to accept service of process in any such action, suit, or pro-ceeding, which shall be forwarded to the Corporation at the registered address stated above.

11. This Certificate of Incorporation may be amended at any time by resolution of the Convention of the

Diocese of New Jersey, to be effective as set forth in such resolution. Date: As of February 28, 2015 _______________________________________ William H. Stokes, XII Bishop of New Jersey President of the Convention of the Diocese Attest: of New Jersey and of the Corporation _____________________________ Cheryl D. Browne Secretary of the Convention of the Diocese of New Jersey