Extraordinary Parish Meeting – 3/19/23

An Extraordinary Parish Meeting has been scheduled by the Parish Council to vote to adopt two changes to our parish bylaws. The meeting will take place on Sunday, March 19th, 2023 following the conclusion of services in the church hall.

The two changes will qualify Holy Trinity for a 501(c)(3) nonprofit group exemption through the Diocese. The first change is a modification to paragraph 56 of our current parish bylaws. The second is an amendment to be added to our parish bylaws as required by the state of Wisconsin.

Previous Text of Paragraph 56

“The closing of the parish can take place only subject to the method set forth in Par. 54 of these By-Laws, while the entire personal and real estate of the parish shall be turned over to the direct management and disposition of the Diocesan Authorities as per the direction of the Ruling Bishop.”

Proposed change to Paragraph 56

“The closing of the Corporation can take place only subject to the method set forth in Par. 54 of these By-Laws. The assets of the Corporation shall be distributed to the Russian Orthodox Church Outside of Russia, Diocese of Chicago & Mid-America or its successor organization, provided that the Diocese is and remains organized exclusively for charitable, religious education, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. If assets cannot be distributed to the Diocese or its successor organization, then assets shall be distributed to the Synod of Bishops of the Russian Orthodox Church Outside of Russia, or its successor organization, provided that said organization is organized for exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. If the Synod of Bishops of the Russian Orthodox Church Outside of Russia, or its successor organization no longer exists, then assets shall be distributed to any Eastern Orthodox Christian organization which is organized for exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. If no such organizations exist, then assets shall be distributed to any not-for profit institution which is organized exclusively for charitable, religious education, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, provided those purposes are not opposed to the moral, theological, and dogmatic tradition of the Russian Orthodox faith, and for a public purpose. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the corporation is then located. Disposal shall be made exclusively for exempt or public purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.”

Proposed Amendment To Be Added To The Parish Bylaws

Section 1. Tax Exempt Purpose and Mission. 
Tax Exemption. The Holy Trinity Russian Orthodox Church, Inc. also known as Holy Trinity Church (hereinafter may be referred to as “Corporation”) is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986 (hereinafter the “Code”) pursuant to the provisions of Chapter 181 Nonstock Corporations of the Wisconsin State Statutes and laws amendatory thereto, as enacted or hereinafter amended, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. There shall be no capital stock issued, and this corporation is not organized for profit, nor shall any person or member derive any benefit whatsoever, nor shall any pecuniary profit or benefit inure to the members of this Corporation, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as described herein. Notwithstanding any other provision of these articles, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation, or is not permitted to be carried on by a corporation exempt from federal income tax under section 50l(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Foremost, the Mission of the Corporation is to own and administer property as well as to administer programs to provide religious and community services in Southeastern Wisconsin, serve its’ members and participants, provide assistance, and practice good stewardship.

Section 2.  Compliance with Wisconsin Policy and Law.   
It is understood that the Corporation is a non-profit organization incorporated in the State of Wisconsin established to serve and benefit the citizens of Southeastern Wisconsin. Therefore, unless prohibited by law, these Bylaws shall be interpreted in a manner to the extent reasonably practical to comply with the standards and practices of non-profit organizations in Wisconsin as well as fully comply with requirements of the Wisconsin Department of Revenue and relevant Law.

Section 3. Purpose and Organization. 
The Corporation is organized exclusively as a community organization for owning and operating real property, hiring and maintaining clergy and other staff necessary in order to administer and maintain said property and otherwise provide programs and serve the Congregation belonging to and associated with the Corporation. The Corporation is wholly independent of any private or governmental organization, and is not an agent of any other entity, except for its affiliation with the Russian Orthodox Church Outside of Russia and its’ corresponding Diocese in Des Plaines, Illinois.  Nothing in these Bylaws, the Corporate Charter, resolutions of the Corporation or actions of the Officers of the Corporation shall be interpreted as meaning that the Corporation is an agent of any other entity or entities.