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General Council (Class A Members)
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CSA Sponsorship Ministry(Class B Members)
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Sponsored Ministry Board
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Role State-ment:
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On behalf of the Religious Institute, the general superior and the council serve as the Class A Members of the sponsored corporations, maintaining stewardship responsibility for the ministries and exercising certain reserved powers in order to carry out their canonical fiduciary responsibilities.
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On behalf of the Class A Members, the Class B Members are responsible for providing heightened oversight of key strategic actions to be taken by the corporations. The Class B Members fulfill this responsibility through the exercise of reserved powers delegated to them by the Class A Members.
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On behalf of the Class A and the Class B Members, the board of directors/trustees is accountable for the governance of the corporation. This involves responsibility for oversight of the corporation, including the development and assessment of strategic, financial, quality, and mission-related expectations and standards to ensure the ministry into the future.
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Functions
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Class A Members
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Class B Members
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Sponsored Ministry Board
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Mission & Philosophy
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Adopt or change mission, philosophy and values of the corporation
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Approve
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Recommend
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Recommend
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Monitor implementation of mission, philosophy, and values of the corporation
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Inform
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Monitor
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Implement
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Governance
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Appoint/remove Class B Members
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Appoint/Remove
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Recommend
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Inform
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Appoint/remove executive leader of Sponsorship
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Appoint/Remove
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Recommend
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Inform
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Appoint/remove the chairperson of Class B Members
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Appoint/Remove
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Recommend
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Inform
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Fix the number of board/management committee members of the corporation and appoint/remove board/management committee
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Inform
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Appoint/Remove
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Recommend
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Appoint/remove chairperson of the board/management committee
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Inform
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Inform
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Appoint/Remove
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Appoint/remove chief executive of the corporation
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Inform
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Appoint/Remove
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Recommend
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Determine committee structure for the board/management committee
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Determine
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Amend articles of incorporation/organization and bylaws/operating agreement that affect the reserved powers of the corporate members
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Approve
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Recommend
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Recommend
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Amend articles of incorporation/organization and bylaws/operating agreement except those aspects that affect the reserved powers of the corporate members
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Inform
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Approve
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Recommend
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Accept the Annual Report
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Inform
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Accept
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Recommend
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Establish new corporations, subsidiaries, affiliates, or divisions
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Inform
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Approve
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Recommend
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Establish/change names of corporations or divisions
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Inform
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Approve
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Recommend
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Engage management of the corporation by a third party or management of entities/institutions not sponsored by the congregation
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Inform
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Approve
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Recommend
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Enact the dissolution, liquidation, merger, or consolidation of corporations or divisions
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Approve
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Recommend
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Recommend
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Close institution or major ministry work
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Approve
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Recommend
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Recommend
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Approve the selection and retention of the corporation's external auditor and legal counsel
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Approve
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Financial Management
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Annual operating and capital budget
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Inform
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Approve
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Financial transactions (e.g., indebtedness, lease, sale, acquisition of land or buildings):
Over the designated amount*
$500,000 to the designated amount*
Under $500,000
*See Financial Transaction Approval Levels policy
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Approve1
Inform
Inform
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Recommend
Approve
Inform
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Recommend
Recommend
Approve
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Monitor performance to budget
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Monitor
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Planning
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Sponsored ministry strategic long-range plan
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Inform
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Approve
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Recommend
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Sponsored ministry annual goals and objectives
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Inform
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Approve
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Facility plans
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Inform2
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Inform2
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Approve
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Sponsored ministry program plans
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Inform2
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Inform2
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Approve
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Joint ventures or other corporate affiliations
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Inform
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Approve
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Recommend
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Sponsored Ministry Policies and Standards
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Sponsored ministry policies and standards
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Approve
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Quality Improvement plans and reporting (health care)
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Approve
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Amendments to medical staff bylaws (health care)
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Approve
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Medical staff appointments; medical staff credentialing and privileges (health care)
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Approve
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Faculty/student governance (higher education)
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Approve
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Form associated organizations (higher education)
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Approve
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Major academic and departmental concerns; promotion and tenure status of faculty members (higher education)
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Approve
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Review and approve educational programs/curriculum
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Approve
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