CANON LAW requires that property and institutions owned by a religious congregation be administered by the recognized administrators of the congregation that owns them.  For CSA, these administrators are the general superior and her council.  Canon law holds that the stable patrimony (e.g., real estate – land and buildings) owned by a religious congregation cannot be alienated (sold, given away, separated by incorporation) by the juridic person (the congregation) owning them without proper ecclesiastical permission or approval.  Canon law charges religious administrators to fulfill their stewardship responsibilities with regard for civil law requirements.

CIVIL LAW holds the owner of an incorporated ministry responsible for the financial and other obligations of that ministry.  If, therefore, CSA legally owned all of its ministries, a lawsuit against one of them could place the Congregation and perhaps all of its other ministries in financial peril.  To prevent a situation that seems both impractical and irresponsible in light of stewardship obligations, most ministries are chartered as autonomous, not-for-profit, tax-exempt corporations.  Legally, CSA does not "own" any of its incorporated ministries; each one "owns" itself.  Each one has the status of an autonomous legal person responsible for its own financial and other obligations.  Any revenues of that sponsored ministry are retained in the ministry.  In the case of dissolution of the sponsored ministry, the assets return to the Congregation because they are considered church assets.

CLASS A AND CLASS B MEMBERS:  CSA utilizes the civil law structure of the member corporation to carry out the sponsorship ministry of the Congregation.  Each sponsored ministry has two classes of members:

Class A Members - CSA General Council:  Class A Members maintain stewardship responsibility for the sponsored ministries and carry out canonical fiduciary responsibilities by retaining certain reserved powers.

Class B Members - CSA Sponsorship Ministry (CSASM):  Class B Members, also known as CSA Sponsorship Ministry or CSASM, act on behalf of the Class A Members and carry out their responsibilities through reserved powers delegated to them by Class A Members. They are entrusted with the continued viability and vitality of each CSA sponsored ministry, ensure incarnation of Gospel values in the ministries, and ensure responsible stewardship of assets of the church.  

Class B Members are appointed by Class A Members upon recommendation of the Class B Members.  They serve for two 4-year terms.  The executive leader of sponsorship is an ex officio member of CSASM and functions as the liaison between CSASM and the sponsored ministries.  The core responsibilities of the Class B Members include the call to be:

Mission oriented – faithful to the call to build upon the rich heritage of the church, CSA, and CSASM of commitment to the common good, as expressed through transformation, dignity, justice, community, and collaboration.

Theologically grounded – participate in theological reflection around mission and ministry, and articulate principles of Catholic social teaching to and for the ministries.

Church related – engage in mutually respectful and accountable relationships, and work for the common good with ministry, congregational, and church leaders.

Animated – encourage, inspire, and challenge the sponsored ministries to be true to the mission of Christ.

Collaborative – initiate relationships that are marked by mutuality, respect, and integrity, while providing oversight of key strategic initiatives by the sponsored ministries.

Visionary – collaborate with Class A in stewarding sponsorship into the future

RESERVED POWERS:  The corporate member structure commonly utilizes certain basic corporate powers that are exercised by either the Class A or Class B Members in carrying out their sponsorship responsibilities.  These reserved powers are identified in the bylaws/operating agreements of the sponsored ministries and give assurance of legally enforceable control and influence over the sponsored ministries.  The reserved powers for Class A Members include, but are not limited to: 

To adopt or change the mission, philosophy, and values of the sponsored ministry.

To amend or repeal the articles of incorporation/organization and bylaws/operating agreement that affect the reserved powers of the Members.

To appoint the Class B Members and to remove them, with or without cause.

To appoint and remove the executive leader of Sponsorship and the chairperson of the Class B Members.

To approve the dissolution and/or liquidation of the sponsored ministry or any corporation of which the sponsored ministry is the controlling shareholder or member; the consolidation or merger of the sponsored ministry with another corporation or entity; the closure of any institution or major ministry or work conducted by the sponsored ministry.

Class B Members have reserved powers delegated to them by Class A Members (*) along with other widely-based responsibilities: 

MISSION AND PHILOSOPHY:  To review the effectiveness of the sponsored ministry in fulfilling the mission, philosophy, and values of the sponsored ministry.

GOVERNANCE:   

To fix the numbers of directors for the sponsored ministries, appoint the boards of the sponsored ministries, and remove such members at any time, with or without cause.

Upon recommendation of the boards, to appoint and remove, with or without cause, the chief executives of the sponsored ministries.

To receive and review the annual report, including mission assessment.

To recommend to Class A Members the dissolution and/or liquidation of the sponsored ministry or any corporation of which the sponsored ministry is the controlling shareholder or member; the consolidation or merger of the sponsored ministry with another corporation or entity; and the closure of any institution, major ministry, or work conducted by the sponsored ministry.

To approve the establishment of any new subsidiary or affiliate of the sponsored ministries.

To approve any acquisitions, joint ventures, or other corporate affiliations.

FINANCIAL MANAGEMENT:  To approve for the sponsored ministry, or for any corporation of which the sponsored ministry is the controlling shareholder or member, the acquisition of land or buildings; the incurrence of indebtedness; or the lease, sale, transfer, assignment, or encumbrance of the assets of such corporation per the CSA Sponsorship Ministry policy Financial Transaction Approval Levels.

PLANNING: 

        To approve any agreement pursuant to which a third party obtains the right or obligation to manage all or substantially all of the operations of the sponsored ministry or approve any agreement pursuant to which the sponsored ministry manages any entity or institution not sponsored by the Congregation.

To review and approve the strategic, long-range plan of the sponsored ministry.

¹Board/Management Committee.  Some CSA sponsored ministries are organized as limited liability corporations.  The terminology used by these organizations varies from that of other not-for-profit corporations – e.g., “management committee” rather than “board of directors/trustees”, “articles of organization” rather than “articles of incorporation”, and “operating agreement” rather than “bylaws”.  The authority and responsibilities of the management committee are commensurate with that of the board of directors/trustees.

²The term “chief executive” refers to the person holding the office that is named differently among the various CSA sponsored ministries, i.e., chief executive officer, president, and executive director.