American Cathedral of the Holy Trinity Annual General Meeting of the Congregation 9 February 2014 In the Nave June 14, 2014 In the Parish Hall Clergy, Staff and Officers Present: Dean Laird, Canon Hendrick, Canon Williams, Canon Ullery Chancellor McGovern Vestry members Bradley, Carroll, Coyle, Glasgow-LaFontaine, Ketron, Kilhoffer, Lempérière, Seder, Seeley, Swardson, Wells Opening Prayer. Dean Laird gave the opening prayer at 10 a.m. The Extraordinary General Meeting occurred and was adjourned. Annual General Meeting Dean Laird said most of her remarks would be folded into her sermon. Speaking then, she said our annual meeting is our response to the Gospel. She recalled how she had arrived at Charles de Gaulle Airport 49 weeks ago with six suitcases and a cat. That evening, after she had settled into the Deanery, there was a knock at her door. She opened it and there were Canon Hendrick and Music Director Zach Ullery to welcome her. How had they known she was there? They saw the lights were on. "I would like anyone who passes by the Cathedral to see the lights are on," Dean Laird said. All our programs -- youth, music, the Friday mission lunch -- are strong and can be stronger. Ten percent of our budget goes to mission and outreach -- it should be even more. "But we aren't responsible for saving the world," she said. "It's been done." -1- Senior Warden Seder said in his remarks that next year we would find a way to have more time for the AGM. His major point, he said, was that the community is revitalized. We have installed a new dean and we have finished our renovation. The challenge for 2014 is, how do we allocate and use our space to serve God and our communities? How do we let our clergy really soar? He called for, and got, applause for the clergy and staff: Dean Laird, Canon Hendrick, Canon Williams, Zach Ullery, Margaret Harrison (who will retire in July), Dennis ManaAy and Efren Gonzalez. He also thanked those who were stepping off the vestry, either at the end of their terms or because they had to resign early: Sigun Coyle, Ed Turner, Creighton Willis, Marc Lempérière and Bruce McCoy. He also thanked previous members who had had to resign when they left Paris: Victoria de Csillery and Betsy Blackwell. He thanked all those who had agreed run for the vestry this time: Kate Bourdet, Stéphanie Burette, Robert Davis, Betsi Dwyer, Jeanne Fellowes, Thomas Girty, Anthony Holmes, Kristen Ketron, Jean-Baptiste Larauza, Katherine Millen-Worré, and Dave Zeiler. He signaled his appreciation to some of the same programs Dean Laird had mentioned and also noted the work of the Arts Committee and the Lambda Group. Seder noted that the projected budget deficit for 2014 was smaller than in previous years. It is the first time we will generate and spend more than 1 million euros. Pledges have been "very positive," he said. He said the Endowment is expanding, thanks to a legacy from Elisabeth Riddle. The Capital Campaign is completing its work, though pledges will come in through 2016. Finance Committee Chairman Rob Johnson and the vestry are working on a comprehensive approach to paying the debts incurred as part of this process. The meeting reconvened after the service to hear the announcement of the winners of the vestry election. They were: Bourdet, Burette, Davis, Dwyer, Ketron and MillenWorré. Continuation of Annual General Meeting -2- 1. After the opening hymn and the opening prayer, Dean Laird gave her report. She spoke of the “Incredible, vital caring loving community” at the Cathedral. She thanked the staff, including the retiring Margaret Harrison. She said the call to membership was a remarkable one and produced “phenomenal” results. People pledged €492,439, an all-time high. The total amount pledged was up 23%, the average pledge up was up 25%. 69 people raised their pledge by 10% and 29 raised by 50%. She said the cathedral soon would have integrated computer software, thanks to Tony Holmes. 2. Ministries report. Canon Hendrick mentioned that the attendees would soon be examining the financial figures. But, she said, the numbers mean nothing by themselves. They drive they ministry we do here. Some of it is obvious, like flowers, altar guild. Friday mission lunch. “I challenge you to look in this report,” she said. “If your only engagement is coming on Sunday, you aren’t living up to your potential. The Dean said one of the most exciting new groups was Ventures, which will look to maximize income from our new space in ways that also fit with who we are. 3. Financial review. Senior Warden Seder welcome those present and mentioned some of the many activities and mission work that goes on here, including mission lunch and Sunday school opening. Volunteers are being sought for a number of committee positions. The work of the financial controller is being well filled by volunteers Karen Rogalski, Mary Lou Bradley and Sophie Belouet, as well as Rob Ketron. Bhaady miller has taken over the ARCAP accounting and Kate Thweatt and Betsi Dwyer manage the Monday-counting volunteers. Junior Warden Seeley outlined the work done in the capital project and requested that his presentation be included with the minutes. “This by far was the biggest project in the 134-year history of the cathedral,” he said. “We see it as an investment for this generation of parishioners and for future parishioners.” The steering group will be disbanded at the end of 2016, when pledges will terminate. -3- 4. 2013 financial results: Treasurer Carroll thanked the financial team, especially the finance committee headed by Rob Johnson. He said the pledge increase was a huge vote of confidence in the direction the cathedral is going and noted that pledges tend to come in through the year. He said the figures showed that 2013 wasn’t a good year financially. Some of the spacerental revenue was forecast to start sooner than it did, including Asian thanksgivings. Those revenues are now rebounding. On the expense side, the new heating system didn’t provide the expected savings. Canon Williams is working to solve problems of faulty equipment provided by the city. Another expense was the music director's apartment since safety regulations kept him from returning to the the apartment as planned. 2014 is expected to be better as the new campus permits more space rental revenue, both regular and one-off. Such expenses as telephones and banking have been renegotiated to achieve reductions. Questions were invited on the 2013 results. Parishioner Bannatyne asked about showing the various loans on the balance sheet. Carroll responded that we have a €700,000 loan from the foundation for the renovation funding gap. That loan was legally made to the cathedral, which then lent it to ARCAP to pay the bills. ARCAP, a separate 1901, shows a loan payable to us. Our balance sheet shows a loan payable to the foundation. Harriet Riviere asked for ARCAP's financial results. Carroll responded that it is a separate 1901 and thus is not presented here. Lempérière said it’s not possible to put it on the budget of the cathedral. This is the meeting of the cathedral. Nancy Janin said Bannatyne had set up ARCAP as a separate entity. Bannatyne said it was set up to be separate from cathedral accounting but that doesn’t mean the results shouldn’t be reported here. He suggested mentioning the loan in the notes. Carroll agreed and suggested amending the approval resolution to add in the notes that there is a separate 1901 that carries the loan on its balance sheet. It was agreed that Carroll will work with Bannatyne and Miller on that language. -4- Bannatyne questioned whether the loan should be on the books at face value. Carroll said he would check with the auditors. Anita Cesbron asked about the interest rate on the loan and was told it was 3.5%, Miller said she didn't see it as an insolvency situation and urged everyone to work on getting rid of this burden. Bannatyne said this construction is pushing a €700,000 loss out of the cathedral accounts so we can’t see it. It's "shocking" a report was put to us that doesn't mention the first debt in 100 years. Now we are being asked to vote on it. This is not a very "clean" way of proceeding. Janin said she was hearing differences in opinion among qualified accountants. Aren't we in compliance with auditors? If so, let's do what the professionals tell us. Charlie Trueheart asked Bannatyne why he was implying that someone is trying to hide this information. Everything I have heard is an acknowledgement of the loan. "Why do you keep returning to this as if there is skullduggery?" Bannatyne said he was saying things are not being shown as clearly as possible and that always has a "corrosive" effect. Carroll said he wasn’t doing this alone but had talked to professional auditors. They agreed this was how it should be done. Bannatyne said accounts should be complete and tell the whole story Carroll said the accounts are complete for the 1901 entity for which we are holding the vote today. We will amend them to show there is another 1901 that is tied to the loan we have made to them. He said he didn't know how we could be any more clear. Kristen Ketron called the question. It passed by a show of hands There was a motion to accept 2013 accounts with the discussed amendment about the notes. The full wording will be worked out with Bannatyne, Miller and Carroll. It passed by a unanimous show of hands. The Dean said there had been “heat, and that's because everyone cares about the financial condition of the cath. One thing about being an Anglican is we can fight like this and then go to the altar together.” -5- 5. 2014 budget: Carroll said the loan provision would be booked the same way this year. He pointed out that the revenue forecast was “rather aggressive.” On the other hand, pledges have more than surpassed a similarly aggressive forecast. The Dean called for questions. Cesbron asked what the current tenants pay. Williams said the Montessori school had been paying €1,950 per month. Now they pay €5,000 a month, rising to €6,500 in September. Trueheart asked how much of the revenue forecast was regular rent and how much is new. Seeley responded that about €25,000 is new. Trueheart said that didn’t seem excessive Miller asked whether income from the Riddle legacy went to the cathedral. Swardson described the vestry resolution under which returns are scraped off each year and put in the general endowment. Bishop Whalon said he had asked all the clergy to send in their plans for all their funerals including an indication of their wills. His bequest to the Cathedral was unrestricted, he said. In response to a question about the annual draw, the Dean provided figures showing it was about 5.5% of the endowment last year. The Dean thanked everyone for wrestling with these difficult issues Seeley provided further details of the capital project funding gap and the plan to pay back the loan, as outlined in his handout. A total of €1.3 million in financing is required, he said. He noted that the Investment Committee and the Foundation Board were both moving to enlarge the loan to €910,000. €110,000 of that comes from folding the Board of Foreign Parishes loan in for the first time. The remaining €100,000 is to ensure that the entire gap is covered. Under the new terms, the loan is repayable over 10 years with interest; actual payments would begin in 2018 though principal and interest would be amortized and accrued before that. -6- The assumption also includes a one-time draw of €400,000 from the endowment, he said. It is under review by the investment committee and the board. There has thus been a change in plans on the major source of funds, he explained. The Arts Committee, led by Bruce McCoy, is working with Sotheby’s to value and inventory all the cathedral’s art assets, including the Beraud painting and a number of other items. They are thought to be worth about €1.5 million. Seder pointed out that we were not talking about art that is part of our worship. The Beraud hangs in the Musee Carnavalet and the Cathedral can’t afford to have it on the premises. No decisions have been made, he said. He pointed out there are only so many sources of funds: Draw down the endowment, bring in revenue via venture development, sell assets, capital campaign. He invited ideas from the attendees. Nick Chriss asked how much money the cathedral owed and was told €1.3 million. He then asked how much the cathedral had in assets. Combining the endowment, the art, the capital account and ARCAP, it was about €5.7 million, Seeley said. Chriss said that didn’t seem consistent with the notion that the Cathedral is on the “brink of insolvency,” as Bannatyne had suggested at a previous meeting. The Dean said she felt at the time that that was “an overreaction to a genuine concern. Like any church we are always going to be scrambling but we do have the assets.” Chad Dilley said he appreciated the detailed handout and noted that over time, the cathedral finances have been divided up into little parts and we find that difficult to live with. He asked about the loan from the BFP and the bishop explained that it was a loan for a feasibility study for the construction. Janin pointed out that at the same time, the BFP gave the Cathedral a $150,000 donation toward the renovation project. Bannatyne agreed that the Cathedral should move quickly toward consolidated accounts that include the cathedral, the foundation, LAGV and ARCAP. He also suggested paying the foundation loan with a draw from the endowment. -7- The bishop addressed the question of whether the cathedral had the right to sell its art. He asked the chancellor of the Episcopal Church, who consulted with others and then said all assets of every parish are held in trust for the church. As long as the congregation sells its art to fulfill its mission rather than plump up its coffers, it does not need further approval. Nor are those revenues subject to assessment by the convocation. 6. Articles of association amendment process: the Dean explained the process and said the vestry would have one on changing the definition of majority from 50% to more than 50%. She explained the deadlines and said Bill Tompson would chair the effort, consulting with interested parishioners and those who know canon law and French law. The proposals will be organized for consideration, similar ones might be combined. At the October vestry meeting, time and voice will be given to those proposing amendments. They will then go to the bishop and the council of advice and those accepted will be considered at next February’s AGM. If an amendment is rejected by the vestry, she said, it will also go to the bishop and council so it could be approved to present from the floor. Miller asked if there was a version highlighted to show which parts came from canon law and was told yes. Dilley offered to chair a working group of people who are concerned to discuss these among themselves. The Dean accepted and proposed an open forum in September. Swardson read a question from absent parishioner Joe Coyle: "Please explain the reasoning behind the provision in article 11 of the new articles of association for the dean to name two members to the executive committee who are not elected members of the vestry." The Dean answered that any dean can have and always has a kind of kitchen cabinet. The reason to put it in the articles is to be totally transparent. The dean here has always people who are chairs of important committees and not necessarily on the vestry. Development is usually on, for instance. If the junior warden wasn't doing stewardship I'd ask that head. In addition, she pointed out that the executive committee does not vote. Any issue goes to the vestry for voting. The meeting was adjourned after the closing prayer. -8-
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