The Parish Corporation

Every parish in the Diocese of Madison is incorporated separately under statute 187 of Wisonsin state law. These corporations are "non-stock, religious" corporations. Like any other corporation, these parish corporations may own property, hire employees, file tax returns, etc.

Like other corporations, each parish corporation should have its own bylaws which direct certain aspects of its operation, especially regarding the trustees and officers of the corporation. The directors (trustees) of each corporation must hold at least one annual meeting. (See below for more on these topics.)

Note: Differentiating between the name of the ecclesial parish entity (as understood by the Church and articulated in canon law) and that of the parish corporation (as recognized by the government) is sometimes a source of confusion. "XXX Parish" is used to refer to the ecclesial entity, while historically the parish corporation has been incorporated under state law with a name like "XXX Congregation". To distinguish among the myriads of "St. Mary Congregations" which exist throughout the state, in recent years our diocese has used the pattern "XXX Congregation, YYY County, Wisconsin, Inc." for the names of the civil corporations.

Under civil law, each parish corporation is run by a board of five directors, also known as "trustees", consisting of:

The Bishop of the diocese
The Vicar General of the diocese
The pastor of the parish
Two lay people chosen from the parish

As with every civil corporation, this board of directors designates officers who are each responsible for certain functions in the company. In each parish corporation, these officers consist of:

President - this is always the diocesan Bishop
Vice President - this is always the pastor
Treasurer - this is always one of the two lay trustees
Secretary - this is always the other lay trustee

("Bishop" and "Pastor" in the above descriptions also encompass administrators who temporarily fulfill those roles, as defined by the Church.)

Click here for more concerning the lay trustees of the parish.

Each parish corporation is treated as a not-for-profit, tax-exempt organization by federal and state governments. This occurs via some blanket rulings in state and federal law, and does NOT require the parish to file its own individual tax exemption paperwork.

To prove tax exempt status, a parish corporation should provide the vendor with a copy of the Official Catholic Directory (OCD or Kenedy) page on which the parish appears and a copy of this group ruling from the Internal Revenue Service. (This ruling says that every officially recognized Catholic parish is automatically tax exempt. A parish is "official" if it is listed in the OCD.)

Sometimes it becomes necessary to explain (for example, to a bank) the authority of the pastor over the parish corporation. The following verbiage has been found useful in such situations.

Under our civil law in the state of Wisconsin, every Catholic parish in the Diocese of Madison operates as a nonprofit corporation under section 187 of Wisconsin statutes, defined and directed primarily by the following documents (essentially no different than any other corporation in our civil legal and financial systems).

Articles of Incorporation – Establish the legal existence and identity of the parish as a corporation.
Bylaws – Establish the overall structure of the parish corporation and identifies its officers. The diocesan Bishop is ex officio the president of the corporation. The pastor/administrator is ex-officio the vice-president and holds fiscal authority in the corporation.
Appointment Letter – Establishes a specific priest as pastor or administrator of the parish (and therefore the director and officer of the corporation with fiscal authority over all of the corporation’s assets.

Any financial accounts using the parish’s tax IDs are, by definition, under the authority of the pastor/administrator of the parish.

Like any corporation, parish corporations should have written bylaws. In the Diocese of Madison, the corporate bylaws of each parish should closely follow a standardized template. It is hoped that consistent use of this model, which has been carefully crafted and reviewed by civil and canon lawyers, will help parishes avoid possible legal and financial pitfalls.

Parish Corporate Bylaws Template

Some guiding principles concerning parish corporate bylaws:

Parish corporate bylaws must be approved by the Bishop.
(Submit them via the diocesen Office of Vicar General.)
In no case may parish corporate bylaws contradict federal law, state law, canon law (for the universal Catholic Church), or diocesan policy (particular laws promulgated for our diocese).

Note that parish corporate bylaws should not be confused with bylaws used to define parish finance and pastoral councils.

Like other civil corporations in the state of Wisconsin, the board of directors of each parish corporation must meet at least once annually wherein they elect officers to fill the roles of Treasurer and Secretary and transact other business. (Recall that the offices of President and Vice-president are filled ex officio by the diocesan Bishop and the parish pastor. One of the lay trustees is selected as Treasurer and the other as Secretary.)

Three members of the board of directors constitutes a quorum at all meetings for the transaction of business. Such corporate actions may also be authorized by written consent signed by all members of the board without a meeting.

The Secretary (the lay trustee elected to this office) records the minutes of these meetings, distributes copies to the other members of the board, and forwards a copy of the approved minutes of each meeting to the Chancellor of the Diocese of Madison.

Note: It is not necessary, or practical, for the Bishop to attend all meetings of the parish corporation or the parish finance council. However, major decisions regarding parish finances, fundraising, real estate transactions, or capital expenditures do require, under both civil and canon law, the consent of the Bishop or his consent by proxy.

Diocese of Madison
Bishop O'Connor Catholic Pastoral Center
702 South High Point Road, P.O. Box 44983
Madison, WI 53719

Phone: 608-821-3000; Fax: 608-821-4552