The Uniting Church in Australia Synod of New South Wales and the ACT

Transcription

1 The Uniting Church in Australia Synod of New South Wales and the ACT Property Manual Title The Uniting Church in Australia Synod of New South Wales and the ACT Property Manual Creation Date Version Last Revised 23 January 2014 reformatted Approved by Approval date

2 INTRODUCTION Uniting Resources Property Services (URPS) have issued this Property Manual on behalf of the Uniting Church in Australia Synod of New South Wales and the ACT. The manual has been prepared as a guide for all church organisations within the Synod. It contains policies, procedures and general information having effect upon and governing all property, including money, investments and rights relating to property. Please note: changes in the content or the application of policies may occur before this manual is updated. If in doubt or for any general property inquiries please contact URPS on: [P] or [F] [E] property@nsw.uca.org.au UNITING CHURCH SYNOD OF NEW SOUTH WALES AND THE ACT This document is copyright. Apart from copying by persons to whom the manual applies and any fair dealing for the purpose of private study, research, criticism or review as permitted under the Copyright Act, no part of the contents of this document may be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior permission of the Uniting Church in Australia Synod of New South Wales and the ACT. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 2 of 49

3 Scope Note 1 The policies and procedures contained within this manual apply to all property vested in or acquired by the Uniting Church in Australia Property Trust (NSW) and the Uniting Church in Australia (Australian Capital Territory) Property Trust. This may apply to incorporated entities that constitutionally have to comply with regulations and by-laws relating to property. Note 2 The policies and procedures set out in this manual apply throughout the Synod except where alternative policies and procedures have been endorsed by an appropriately delegated authority. This manual is intended for the use of Uniting Church staff and volunteers in the Synod of New South Wales and the ACT. The manual or any part thereof cannot be amended or duplicated in any format without the permission of Uniting Resources. Definitions in relation to this Manual agencies includes any organisation within the church that has a constitution approved by the Synod, or is governed by by-laws of the Synod or any person acting in the name or on behalf of the church. body and bodies shall include any council, committee, division, department, college, agency or other institution of the church. building includes any building used solely or in part for educational, charitable, social, residential, business, commercial or professional purposes. chairperson includes the deputy chairperson and other person acting as chairperson. church building means any building ordinarily used for the holding of services for the worship of God. lease includes: any lease, sub-lease, or licence of land or premises granted or taken on behalf of or for the benefit of the church or any body of the church, any surrender or variation of lease, sub-lease, or licence, or consent to either transfer or sub-lease of any lease, sub-lease or licence of land or premises. member, member- in-association or adherent of the church shall have the meanings set out in the definitions of those expressions in clause 3 of the Constitution of the church. proceeding means any action, suit, application or proceeding in any court or other tribunal, a reference to arbitration, or other proceeding of conciliation, mediation or adjudication whether judicial or arbitral or not. property means property of whatsoever nature whether real or personal, and includes real property, buildings, infrastructure, money, investments, files, documents, intellectual property and rights relating to property. Property Trust means The Uniting Church in Australia Property Trust (NSW) as constituted under The Uniting Church in Australia Act 1977 No. 47 of 1977 (NSW) as amended and the Uniting Church in Australia (Australian Capital Territory) Property Trust as constituted under The Uniting Church in Australia Act 1977 No. 15 (ACT) as amended. responsible body means a body that is responsible for the management and administration of property, and which either itself carries out those responsibilities or appoints another body to undertake them either in whole or in part. Standing Committee means the Standing Committee of the Synod of New South Wales and the ACT or other body having authority to act on its behalf. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 3 of 49

4 Synod shall include the boards and other bodies within the organisational structure of the Synod of New South Wales and the ACT. Trust property means property vested in or acquired by the Property Trust. within the bounds of the Synod means the range of people, bodies, places and activities for which the Synod of New South Wales and the ACT has oversight and responsibility. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 4 of 49

5 Table of Contents Section 1 Property Boards and Committees...6 Section 2 Property Trust Execution of Documents and Making of Agreements Section 3 Purchasing Property Section 4 Selling Property Section 5 Building Projects Section 6 Leases and Licenses Section 7 Miscellaneous Obligations Annexures 1 Certificate Of Correctness (Excluding Funding Agreement) Certificate Of Correctness (Funding Agreement) 2 Property Approval Delegation 3 Purchase Application Form 4 Sales Application Form 5 Application for Use of Sales Proceeds and Drawdown of Sales Proceeds 6 Build Application Form 7A Checklist for the Approval of Building Projects by Presbytery up to $1,000,000 7B Checklist for the Approval of a Purchase by Presbytery up to $1,000,000 7C Checklist for the Approval of a Sale by Presbytery up to $1,000,000 8 Automatic Application Form for Leases 9 Lease/Licence Application Form 10 Alcohol Consumption Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 5 of 49

6 Section 1 Property Boards and Committees Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 6 of 49

7 PART 1 PROPERTY BOARDS AND COMMITTEES 1. Synod Property Board In accordance with The Uniting Church in Australia Regulation the Synod has appointed Uniting Resources as its Property Board. 1.1 Functions of Uniting Resources as the Property Board under the Regulations Uniting Resources through its Property Services Division (URPS) shall: a. advise the Synod with respect to policies relating to property within the bounds of the Synod; b. supervise the implementation of the Synod s policies in regard to property within the bounds of the Synod; c. consult where appropriate and advise presbyteries, church councils, institutions and other agencies of the church with respect to property matters within their bounds; d. receive proposals with respect to property matters submitted to it by the presbyteries, church councils, institutions or agencies, ensure that each proposal is in accordance with the policies of the Synod with respect to property matters, development and mission and give the final decision with respect to such proposals; e. initiate proposals with respect to property matters; f. carry out functions (b) to (e) above in respect of departmental, institutional and other property outside the jurisdiction of presbyteries and church councils; g. only approve the transfer of any real estate vested in the Property Trust to any Aboriginal and Islander organisation with the prior approval of the National Executive of the Uniting Aboriginal and Islander Christian Congress (see Regulation ); h. perform such other duties and functions with respect to property matters as may be referred or delegated to it by the Synod from time to time. 1.2 Functions of Uniting Resources as the Property Board under the Synod by-laws In accordance with Synod By-Law 8.2.4, Uniting Resources Property Services (URPS) may undertake such other duties and functions as referred to in 1.1.1(h) above that include but are not limited to: Property Compliance a. Assisting and advising the Synod, presbyteries, church councils and other bodies within the bounds of the Synod regarding compliance with law, the Regulations, Synod policies and safety requirements in relation to property under the management of the Synod, presbyteries, church councils or other bodies within the bounds of the Synod; and b. Ensuring that the church establishes and maintains such registers as are required by law in relation to all property under the management of the Synod, presbyteries, church councils and other bodies within the bounds of the Synod and advising and instructing them to ensure compliance. Property Trust Administration Providing administrative support to the functions of the Property Trust. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 7 of 49

8 Property Management Managing and overseeing specific properties referred or delegated by the Synod and properties that are within the bounds of the Synod but are not under the management or control of any other body. Property Register a. Establishing and maintaining a Synod property register for all property and insurance details of the Synod, presbyteries, church councils, institutions and other bodies and requiring all presbyteries, church councils and other bodies to regularly provide current details in order to maintain the reliability of the database; and b. Providing suitable custody and recording of deeds and documents regarding property in accordance with Uniting Church Regulation Synod Office Property Services Providing office property services to the Synod and the Synod Boards as agreed including oversight of the Synod tenancy as the primary liaison with the landlord. 1.3 Delegation to church bodies under the Regulations Uniting Resources may delegate to: a. the Property Committee of any presbytery, or b. another body within the Synod, or c. a church council of a congregation which is designated as a parish mission or a committee of that church council, or d. the Property Officer, and/or specified positions any of its powers of consent or approval in relation to property, provided that the financial liability involved, or the value of the property concerned, does not exceed such sums as the Synod may determine from time to time Uniting Resources may withdraw such delegation, either generally or in a particular case, at any time The delegation shall be made subject to such conditions as the Assembly or Uniting Resources shall determine from time to time. 1.4 Membership under the Regulations The Synod shall determine the membership and terms of appointment of members of the Synod Property Board provided that the membership shall include: a. the Synod Property Officer ex officio; and b. at least two other members of the Property Trust. 2. Presbytery Property Committee Regulations 2.1 Each presbytery shall appoint a Presbytery Property Committee and shall determine the membership and terms of appointment of members of the committee. 2.2 A Presbytery Property Committee, subject to any relevant by-laws and directions of the presbytery, shall: a. advise church councils and other bodies within the bounds of the presbytery with respect to property matters for which they are responsible; b. receive and consider applications from church councils and other bodies within the bounds of the presbytery with respect to property matters as provided by the Regulations having regard to: the mission of the church within the bounds of the presbytery, Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 8 of 49

9 the policies of the Synod and presbytery, financial feasibility, design and location, any other relevant matter; c. submit proposals from any church council or other body within the bounds of the presbytery to URPS with recommendations for final decision; d. initiate proposals with respect to property matters within the bounds of the presbytery; e. regularly inspect or arrange for the regular inspection of properties for which the presbytery and church councils and other bodies within the bounds of the presbytery are responsible and propose and report to presbytery such action as may seem desirable to ensure that the properties are maintained in good and safe condition. 2.3 A presbytery may authorise the Presbytery Property Committee or another committee or committees to take responsibilities in respect of one or more of the properties for which the presbytery is itself responsible, including: a. the supervision and use of the property; b. maintaining the property in good repair; c. reporting in respect of such matters as the presbytery may require; d. such other matters as the presbytery may determine. 2.4 In a matter of extreme urgency the Presbytery Property Committee may remit any application received by it to URPS, which shall be entitled to deal with the application without any recommendation having been made by the Presbytery Property Committee. 2.5 In cases where the Moderator certifies that circumstances of extreme urgency exist, the Moderator may authorise the Synod Property Officer and the Synod General Secretary to make a decision and take action in the name of the Synod Property Board. 2.6 Such action is to be subsequently reported to the Board and to the Presbytery Property Committee. 3. The Church Council Regulations 3.1 Responsibility for Property Subject to Regulations to , the by-laws of the Synod and the rules of presbytery, the church council shall be responsible for the management and administration of all property of the church acquired or held for use of the congregation and without limiting the generality of the following shall: a. be responsible for the care and maintenance of property; b. subject to (e) below determine the use of land and buildings; c. deal with proposals for the acquisition or disposal of any property or the creation or extinguishment of any rights or interests in property by whatsoever means; d. consider and if thought fit make recommendations concerning erection, demolition, alteration or enlargement of church and other buildings; e. consult with a congregation regarding any proposal concerning property that would have substantial effect on the life, witness and service of a congregation; f. be responsible for the financial affairs and the management and investment of all funds related to property; Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 9 of 49

10 g. do such other things as are necessary or appropriate for the use and management of all property acquired or held for the congregation. 3.2 Notice of Business Church council must be provided with at least seven (7) days notice of the intention to convene a meeting to discuss specific property matters Such notice will specify details of the business that shall be dealt with at the meeting Where the requirements under and above have not been complied with, the church council will not be deemed competent to pass any resolution recommending or resolving to: a. erect, enlarge, demolish, remove or substantially alter any building; b. incur any expense for repairs exceeding such sum as may be determined by URPS from time to time; c. sell, mortgage, exchange, lease, grant or extinguish any estate, right or interest in any land, or surrender or accept the surrender of any lease; d. acquire any land or interest in land; e. alter the general purposes for which any land or building is or may be used; f. invest any funds other than on short-term deposit with any of the financial institutions satisfying the requirements of Regulation (b); g. appropriate any funds except for current expenses Notwithstanding above, church council will be competent to deal with and resolve any of the matters detailed in conditional upon the majority of church council members present, whose number is not less than three fifths of the total membership of church council, waiving the notice period detailed in Church council shall receive at least annually the audited accounts and review the following matters in respect of each property for which it is responsible: a. the state of repair; b. the adequacy of the insurance cover; c. arrangements made in respect of public risk insurances and personal accident insurances for voluntary workers; d. the financial position in respect of each property In exercising the responsibilities detailed in above, church council may undertake such responsibilities itself or may appoint one or more committees to be responsible to church council for such duties Church council may specify that such committees be responsible for one or more properties and such responsibilities may include: a. the supervision and use of the property; b. maintaining the property in good repair; c. such other responsibilities as the church council may determine; Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 10 of 49

11 4. Responsible Bodies d. reporting in respect of such matters as the church council may require. In the case of property other than property for which a church council is the responsible body that is acquired or held for the use of the Synod, a presbytery or any body within the bounds thereof, the responsible body shall be that council or body. The responsible body shall determine the manner in which the property is managed and controlled. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 11 of 49

12 PART 2 PROPERTY DEALINGS 1. Property Proposals Regulations 1.1 Proposals for the purchase, sale mortgage, lease or the granting or acquiring or disposing of any estate or interest in any real property or the erection, demolition or enlargement of a church or other building, or the borrowing of money, may originate in a church council or other responsible body or a committee thereof or in a congregation. 1.2 Where a proposal originating in a congregation or a committee is accepted for examination and decision, church council or other responsible body shall be provided with immediate written notice of the proposal and, when appropriate, the originating body shall provide its recommendations in respect of the proposal. 1.3 No proposal shall be put into effect before approval is granted. 2. Leases Regulations 2.1 Approval to grant or vary a lease or accept any surrender thereof may be given by church council or other responsible body where: a. the term of the lease including any options for renewal does not exceed three (3) years; and no more than $500,000 (Synod by-law) b. the premises are not a church building, church hall or a minister s residence. 2.2 Approval to grant or vary a lease or accept any surrender thereof outside of those conditions contained within 2.1 above shall not be granted without the prior approval of URPS. 2.3 A lease shall not be taken without the prior approval of URPS. 2.4 All leases shall be executed by the Property Trust unless otherwise authorised by URPS on such terms as it thinks fit. 2.5 All leases shall be taken or granted in the name of the Property Trust. 2.6 Each lease, or copy thereof, shall be lodged with URPS. 3. Property Transactions Regulations 3.1 Unless special circumstances are declared to exist by the Synod or its Standing Committee, no: real estate shall be acquired, sold, mortgaged or leased; or rights, easements or other estates or interests therein granted or created, assigned or surrendered; or contracts entered into in respect of such matters; or erection, enlargement, structural alteration, improvement or demolition of any substantial building; or money borrowed; without the prior approval of church council or other responsible body, presbytery, and URPS as applicable. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 12 of 49

13 4. Applications for Approval Applications for the approval of any proposed property transaction by presbytery and bodies shall be made in such form and accompanied by such information as required by URPS. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 13 of 49

14 Section 2 Property Trust Execution of Documents and Making of Agreements Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 14 of 49

15 1. Certification of Documents and Agreements Regulations 1.1 All documents, agreements in writing and proposals for agreements that require the Property Trust to execute or make under seal shall be submitted to URPS in hard copy and electronic format for execution. For further advice please notify URPS for assistance. 1.2 All documents, agreements in writing and proposals for agreements submitted to URPS for execution by the Property Trust shall be accompanied by a Certificate of Correctness (see Annexure 1) that certifies that the document, agreement or proposal has been approved in accordance with the Regulations. 1.3 Where appropriate the Certificate of Correctness will be completed and signed by a solicitor or other suitably qualified person. 2. Execution of Deeds Regulations 2.1 Any deed, instrument, contract or agreement relating to any property or matter to which the Regulations apply that could be or would be required to be made or executed in writing and under seal will be made or executed under the seal of the Property Trust. 3. Making of Agreements and Execution of Documents Not Under Seal Regulations 3.1 Any instrument, contract or agreement relating to any property or matter that is not required to be executed under the seal of the Property Trust shall be made in writing under the authority and on behalf of the Property Trust in the circumstances and manner and by the person or persons so authorised by the Property Trust. 3.2 Any contract relating to any property or matter which, if made between individuals, would be legally enforceable although not made in writing may be made under the authority and on behalf of the Property Trust in the circumstances and manner and by the person or persons so authorised by the Property Trust. 4. Documents Consequential on an Agreement Regulations Where documents to be executed by or on behalf of the Property Trust are consequential upon an agreement entered into by the Property Trust, such documents may be executed if a solicitor or other suitable qualified person submitting the document completes and signs a Certificate of Correctness stating that the document is consequential and appropriate for execution. 5. Agreement to be Binding Regulations Any deed, instrument, contract or agreement made in accordance with 1-4 above shall be effectual in law and shall bind the Property Trust or any responsible body and all other parties to the deed, instrument, contract or agreement and may be varied or discharged in the manner in which it is authorised to be made. 6. Property Trust Schedule of Fees This Schedule of fees below takes effect from 1st January, 2009 and will be reviewed annually. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 15 of 49

16 6.1. Build, Purchase & Sales Contracts Contract Value Fee $0 - $299k $250 $300- $499k $500 $500k - <$1m $1,150 $1m - $5m $500 (base fee) + 0.2% $5m - <$10m $500 (base fee) + 0.1% >$10m $500 (base fee) % 6.2 Other Service Fees Leases Fee Commercial $50 Retail $50 Residential $50 Licence agreements $50 Aged Care Residential Contracts $35 Property Trust Meetings Special Property Trust Meetings $250 Note: Where special circumstances warrant it, the Executive Director Uniting Resources or the Manager Property Services have the authority to waive, amend or reduce the scale of the Service Fees applied. 7. See Annexure Annexure 1 Certificate of Correctness Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 16 of 49

17 Section 3 Purchasing Property Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 17 of 49

18 1. General Overview 1.1 Both Property Trusts are entities incorporated under statute. They are the entities within the bounds of the Synod that can legally acquire and hold property whether real or personal. Trust property is either vested in or acquired by the Property Trust and is beneficially held for the use of church bodies within the bounds of the Synod. 1.2 All property purchases must be undertaken in accordance with the processes set down by URPS and the ownership of the property must be in the name of the relevant Property Trust as applicable. 1.3 All property purchases must be undertaken in accordance with the Property Approval Delegations under Regulation 4.2 as approved by the Synod Standing Committee October 2010 (see Annexure 2). 2. Purchasing Process Any church body seeking to purchase property must complete the following steps in sequential order. Step 1 The body identifies a need to purchase a property for its use. Step 2 The body undertakes a formal assessment of the proposed purchase. Factors that need to be considered include: Step 3 Missional and/or strategic impact assessment, Impact on any other part of the church and consideration of any relevant regulations, by-laws and policies of the church, Financial capacity to meet all associated costs, Whether borrowings from within the church are required and capacity to service those borrowings, A risk assessment which includes such considerations as: Full legal due diligence Contamination and hazardous materials Building and pest inspections Due diligence on purchaser. The body obtains appropriate approval within its governance structure by passing a written resolution agreeing or disagreeing with the proposal to purchase. Step 4 For a congregation the church council will make this resolution. For all other bodies it will depend on their respective governance arrangements. If no formal valuation has been obtained prior to this step, then a formal valuation has to be obtained from an independent registered valuer. Step 5 If the resolution is to proceed with the proposal to purchase, then the body will complete a Purchase Application Form (see Annexure 3) and attach the proposal, valuation and assessment to it. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 18 of 49

19 For all bodies oversighted by a presbytery, the Purchase Application Form and attachments must be submitted to both the presbytery and to URPS. For purchases of $1 million and under, the presbytery has the power to approve according to its delegation and will provide details of the approval to URPS. For purchases above $1 million, the presbytery needs to formally endorse and recommend approval to URPS, which in turn will then submit the proposal to the Uniting Resources Board for approval. For all other bodies, the proposal is to be submitted to URPS, which in turn will then submit the proposal to the Uniting Resource Board for approval. Where any body has a specific delegation of approval from the Uniting Resources Board, it may approve the proposal in accordance with the delegation and provide details to URPS. NOTE: If land is being purchased with a view to a building project the application should give full details of the proposal and, if possible, sketch plans and preliminary costings of the building. NOTE: If borrowings are required then the body needs to formally seek approved funding from Uniting Financial Services. Where borrowings have not yet been approved by Uniting Financial Services then any final approval to purchase will be subject to approval of borrowings. NOTE: If existing Sales Proceeds are to be used for the purchase, this must be identified in the application form as specific approval for use of Sales Proceeds is required. Sales Proceeds should not be shown as cash in hand and are to be separately identified in the Purchase Application Form (see Sales Proceeds Policy in Section 4 Purchasing Property). Step 6 The approving body will formally advise the relevant body in writing that its application has been successful or unsuccessful. Where approval to purchase is given by a presbytery or the Uniting Resources Board, formal written notification will be provided by URPS. Step 7 In consultation with URPS, the property is to be purchased in the name of the relevant Property Trust. Step 8 Prior to settlement, arrangements must be made with Uniting Resources Risk & Insurance Services to insure the property. Step 9 Prior to the exchange of contracts, all legal documents relating to the purchase of the property are to be submitted to URPS for execution by the Property Trust. A Certificate of Correctness (see Annexure 1) signed by the appointed legal representative must accompany this documentation. Step 10 Undertake settlement of the purchase in consultation with URPS and, where applicable, any funding body. Step 11 Following settlement, all documents including but not limited to original certificate of title, survey, drainage diagrams, and zoning certificates are to be forwarded to URPS for secure retention. Copies of such documents may be retained by the relevant church body for future reference. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 19 of 49

20 Step 12 URPS enters details of the purchase into the Synod Property Register and the relevant body assumes ongoing responsibility for the property purchased. 3. See Annexure Annexure 1 Annexure 2 Annexure 3 Certificate of Correctness Property Approval Delegation Purchase Application Form Annexure 7B Checklist for the Approval of a Purchase by Presbytery up to $1,000,00 Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 20 of 49

21 Section 4 Selling Property Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 21 of 49

22 1. General Overview 1.1 Both Property Trusts are entities incorporated under statute. They are the entities within the bounds of the Synod that can legally sell or dispose of property whether real or personal. 1.2 All property sales or disposals must be undertaken in accordance with the processes set down by URPS. 1.3 There are three main methods of selling a property and any decision on which method of sale is dependent upon the individual circumstances of the sale including but not limited to type of asset and market conditions. Private Treaty is where a sale price is determined by the vendor and the property is advertised for sale at that price. Sale by Tender is where written tenders with a sale price offer are invited through advertising. This method is only appropriate for the sale of major properties and allows consideration of the range of offers in order that the best opportunity may be selected. Public Auction is where a date for auction is published and, by a process of bidding at that public gathering, the property is sold to the highest bidder conditional upon the reserve price being exceeded. 1.4 Guidance on the most appropriate method of sale must be obtained from URPS as soon as a decision to sell has been made so that any special arrangements necessary to facilitate the sale process can be made. 1.5 All property sales must be undertaken in accordance with the Property Approval Delegations Regulation 4.2 as approved by the Synod Standing Committee October 2010 (see Annexure 2). 2. Consent to Sell 2.1 Properties cannot be advertised or listed for sale until Presbytery, Board or responsible body and URPS consent to sell, as applicable, has been obtained. 2.2 Notwithstanding the aforementioned, relevant church bodies can discuss the sale of a property with a prospective buyer conditional upon the buyer being advised that consent to sell processes apply and no commitment to sell can be made before consent to sell is obtained. 2.3 Where special circumstances of urgency to sell a property exist, immediate contact should be made with URPS and all possible assistance will be provided under urgency provisions. 2.4 Where six (6) months has elapsed since consent to sell was obtained and the sale of the property has not eventuated, the relevant church body must inform presbytery, Board or responsible body as appropriate. If it is deemed appropriate by URPS it will review the consent to sell including the value of the property. 2.5 A consent to sell will lapse if the property has not been sold twelve (12) months after the consent has been obtained. 3. Sale Limitations 3.1 Where a property considered for sale is subject to covenants that could be infringed by its sale, such as a bequest, immediate guidance should be sought from URPS before proceeding further. 3.2 Where a property is an institution in receipt of a government subsidy or received a grant at the time of its establishment, the responsible body must ascertain whether the receipt of such funding or grant places any restriction on the sale of the property Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 22 of 49

23 or commits the institution to providing financial compensation to the government as a consequence of the sale. 3.3 Any property offered for sale that has an existing debt charged against it must have that debt discharged at the time of sale. The relevant church body will be responsible for discharging that debt in consultation with the relevant lending body. 3.4 Sale contracts entered into by a church body should include any right the body requires for the removal of fixtures and fittings from the property before settlement. The solicitor acting for the church body should also be instructed as to what fixtures and fittings are included in the sale and those that are required for retention by the body and have such requirements incorporated into the contract of sale. 3.5 Further to 3.4 above, where the removal of a pipe organ is involved in the sale of a property the Uniting Church Music Committee must be consulted and its advice sought on how best to remove and relocate the pipe organ. 3.6 The sale of church property to other religious denominations is not prohibited, however a full risk assessment should undertaken if there are any perceived risks such as media exposure of impacts on other stakeholders. Guidance can be sought from URPS prior to progressing the sale. 4. Selling Process Any church body seeking to sell or dispose of property must complete the following steps in sequential order. Step 1 The body identifies a need to sell or dispose of a property. Step 2 The body undertakes a formal assessment of the proposed sale. Factors that need to be considered include: Missional and/or strategic impact assessment, Impact on any other part of the church and consideration of any relevant regulations, by-laws and policies of the church, Financial capacity to meet all associated costs, Whether borrowings from within the church need to be acquitted and capacity to acquit those borrowings, Whether sales proceeds from the sale of the property are to be used to purchase another property, A risk assessment and due diligence process that includes: o o o o Step 3 Legal review and advice Any necessary reports and disclosures that may be required by law Financial risks Any other relevant material risks. The body obtains appropriate approval within its governance structure by passing a written resolution agreeing or disagreeing with the proposal to sell. For a congregation the church council will make this resolution. For all other bodies it will depend on their respective governance arrangements. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 23 of 49

24 Step 4 If no formal valuation has been obtained, then a formal valuation has to be obtained from an independent registered valuer. Step 5 If the resolution is to proceed with the proposal to sell, then the body will complete a Sales Application Form (see Annexure 4) and attach the proposal, valuation and assessment to it. For all bodies oversighted by a presbytery, the Sales Application Form and attachments must be submitted to both the presbytery and to URPS. For sales of $1 million and under, the presbytery has the power to approve according to its delegation and will provide details of the approval to URPS. For sales above $1 million, the presbytery needs to formally endorse and recommend approval to URPS, which in turn will then submit the proposal to the Uniting Resources Board for approval. For all other bodies, the proposal is to be submitted to URPS, which in turn will then submit the proposal to the Uniting Resource Board for approval. Where any body has a specific delegation of approval from the Uniting Resources Board, it may approve the proposal in accordance with the delegation and provide details to URPS. NOTE: If borrowings are being acquitted then the body needs to formally seek to discharge the borrowings and associated documentation with Uniting Financial Services. Step 6 The approving body will formally advise the relevant body in writing that its application has been successful or unsuccessful. Where approval to sell is given by a presbytery or the Uniting Resources Board, formal written notification will be provided by URPS. Step 7 Upon approval the body will appoint a real estate agent and legal representative to act on its and the Property Trust s behalf. Step 8 If the sale is by auction, the necessary authorities must be sought from URPS to appointed parties to act on behalf of the Property Trust at the auction. This must be obtained prior to auction. Step 9 In consultation with URPS the property is sold. NOTE: For congregations and any entity to which the Sales Proceeds Policy applies, please refer to the Sales Proceeds Policy provisions at clauses 5 and 6 below. Step 10 Prior to the exchange of contracts all legal documents relating to the sale of the property are to be submitted to URPS for execution by the Property Trust. A Certificate of Correctness (see Annexure 1) signed by the appointed legal representative must accompany this documentation. Step 11 Undertake settlement of the sale in consultation with URPS and, where applicable, any funding body. Step 12 Upon settlement arrangements must be made with Uniting Resources Risk & Insurance Services to cancel insurance of the property. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 24 of 49

25 Step 13 Following settlement, the legal representative acting for the body will notify the relevant local authorities such as local council and water board that the property has changed hands and make arrangements for meter readings and final utility accounts to be issued. Where the sale involves a church building, arrangements should also be made to have any relevant street signage and notice boards amended. Step 14 Determine whether the Sales Proceeds Policy applies by referring to Clause 5 below and, if so, assess any impacts such as tithing etc. Step 15 All funds from the sale of property by congregations or any entity to which the Sales Proceeds Policy applies must be sent to URPS, which will retain the funds on the body s behalf and in its name. The costs associated with the sale of the property such as but not limited to legal and real estate agency fees are deducted from sale proceeds and must be taken into consideration when assessing the net financial result of the sale. Step 16 URPS enters details of the sale into the Synod Property Register and the body concludes ongoing responsibility for the property sold. 5. Sales Proceeds Policy 5.1 The Sales Proceeds Policy will apply to all Congregations and their associated activities within the bounds of the Synod of New South Wales and the ACT. 5.2 Entities and activities specifically excluded from this policy are: Synod Boards, entities directly under their oversight and related activities; Uniting Financial Services; Presbyteries and related activities; Community services activities of parish missions. 5.3 All sales proceeds including interest earnings on sales proceeds can only be used for capital works. 5.4 Capital works is defined as projects which produce, expand or redefine durable resources that will better facilitate the church s service delivery and mission; resources, which in themselves have a lasting value. This includes but is not limited to expenditure on land, buildings, construction and major additions or alterations, capital equipment, intellectual property, ministry and leadership, discipleship training, a new mission program developed by a congregation according to its presbytery-approved mission plan, a church-owned business activity, a new community service and research and development. 5.5 The following specific uses, in addition to 5.6 and 5.7 below, and subject to approval, will be permissible: Repairs and maintenance where: a. The repairs and maintenance work is urgent and, if not undertaken, may lead to liability or injury being incurred and may materially devalue the property; b. The church body is experiencing significant long-term economic hardship. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 25 of 49

26 5.5.2 General operational expenses where: a. Major events such as fire, flood or drought have occurred; and b. Significant economic hardship is being experienced as a result of those events Building Sinking Funds may be established for large costly or heritage listed buildings and should be subject to rigorous assessment of the quantum required and rules for use. 5.6 After receiving a recommendation of the relevant presbytery, Board or responsible body, URPS will consider all applications for the use of sales proceeds for the purposes of expenditure on land, buildings, construction and major additions and alterations, expenditure on business activities and for specific uses listed in 5.5 above. 5.7 Conditional upon a recommendation from the relevant presbytery, the Synod Mission Resource Fund Committee (SMRF) will consider all applications for the use of sales proceeds for purposes other than expenditure on land, buildings, construction and major additions and alterations, expenditure on business activities and for specific uses listed in 5.5 above. Application forms and details of the application process are available from SMRF. 5.8 Presbyteries are to review any unused sales proceeds held within their bounds at least three yearly. In addition, presbyteries are also expected to review situations within their bounds where it is evident that there is no intended planned use of sales proceeds regardless of whether three years have elapsed or not A presbytery may formulate proposals for the use of such sales proceeds and make recommendations to URPS. URPS will consult with the presbytery and congregation concerned when assessing the recommendations. Where URPS believes it appropriate to proceed then formal approval will be required in accordance with 5.6 and 5.7 above depending upon the nature of intended use Presbyteries are encouraged to collectively assess and make recommendations for unused sales proceeds as described in Presbyteries may give the final approval for the use of sales proceeds in respect to: Repayment of any borrowings by a church council; The capital cost of real estate transactions (purchases or building constructions) for which presbytery holds the right of final approval All other proposals, with the exception of those covered under 5.7 above, require an application to URPS for final approval. Such applications must be supported by a presbytery recommendation. 6. Tithing on Sales Proceeds 6.1 A ten (10) per cent tithing of the net sales proceeds arising from the sale of real estate is to be transferred to SMRF. SMRF is authorised to use such tithes for mission priorities in accordance with its terms of reference. 6.2 The following sales of real estate will not be subject to a tithe: Sales proceeds of real estate originally acquired by specific and/or conditional gift or out of funds to which there are externally imposed legal restrictions on their use. Examples are real estate which is: a. Donated for specific purpose such that the sales proceeds must be retained for a specific purpose. b. Purchased from funds to which are attached specific restrictions on its use, including monies from a Deductible Gift Fund. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 26 of 49

27 c. Financed by government grant or subsidy for which there is an obligation to repay part or all of the grant or subsidy if sold within a specific, pre-determined period. In such circumstances, a tithe would be payable on the net sales proceeds and the repaid grant or subsidy Proceeds of a minister s residence to the extent that such proceeds are used for the purchase or building of another residence to replace it within a period of three (3) years after the sale. 6.3 All applications for exemption from tithing are to be submitted to SMRF for consideration once the congregation, church council and presbytery have consented to the application and presbytery has endorsed it. 7. See Annexures Annexure 1 Annexure 2 Annexure 4 Annexure 5 Certificate of Correctness Property Approval Delegations Sales Application Form Application for Use of Sales Proceeds and Drawdown of Sales Proceeds Annexure 7C Checklist for the Approval of a Sale by Presbytery up to $1,000,00 Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 27 of 49

28 Section 5 Building Projects Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 28 of 49

29 1. General Overview 1.1 Both Property Trusts are entities incorporated under statute. They are the entities within the bounds of the Synod that can legally acquire and hold property whether real or personal. Trust property is either vested in or acquired by the Property Trust and is beneficially held for the use of church bodies within the bounds of the Synod. 1.2 All building projects must be undertaken in accordance with the processes set down by URPS and the parties to a building project are the relevant Property Trust as applicable and the building contractor. 1.3 Building projects are capital works projects that require approval from URPS before they can proceed. 1.4 Building projects may be funded by grants, existing reserves, sales proceeds or borrowings. 1.5 All building projects must be undertaken in accordance with the Property Approval Delegations Regulation 4.2 as approved by the Synod Standing Committee, October 2010 (see Annexure 2). 2. Projects that do not require Uniting Resources (UR) Approval 2.1 The following projects can be approved by the responsible body within their normal decision making structures and do not require UR approval: Building projects of a maintenance nature with a total project cost of less than $50,000 that involve buildings that are not heritage listed and do not require the use of sales proceeds or borrowings Category 1 projects with approval that is less than twelve (12) months old. 3. Project Accountabilities and Roles 3.1 Building projects up to $1 million must have a Client Representative appointed from the relevant church body to undertake the role of Project Manager in accordance with URPS scope of works for the project. This role can be outsourced at the body s discretion to a suitably qualified third party such as the architect responsible for the project. Any outsourcing of such functions is conditional upon the body ensuring that the third party complies with URPS scope of works at all times. 3.2 Building projects over $1 million require that a professional Project Manager be appointed to the project. The Client Representative appointed from the church body will be the first point of contact and act as the body s authorised representative in all such projects. 3.3 It is encouraged that the selection of a Project Manager be sourced from the URPS panel of preferred contractors list. The Project Manager cannot be the architect assigned to the project. There is nothing to preclude the Project Manager also being the Development Manager for such projects. 4. Approval of Building Projects 4.1 UR is the final approver of all projects proposed by church bodies. 4.2 In some instances, UR may delegate the approvals process to other church bodies. 4.3 All projects which require approval must complete an application for approval and submit it to the approving body (see Annexure 6 Application to Build Form). 4.4 The dollar value of the building project determines who is responsible for the approval process. Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 29 of 49

30 4.5 Where a building project relates to Aged care, Child Care, Community Care or Education, prior consent must also be obtained from the relevant Synod Board. 4.6 Where contracts for building projects have not been signed within six (6) months of approval, revised costing must be submitted to the approving body in addition to any cost escalations in excess of 10%. 4.7 All approvals will lapse after twelve (12) months if not taken up. 4.8 Approving bodies should ascertain from URPS prior to granting any approval that there are no unknown building covenants, rights of way or easements granted over the property that could impede the project. 4.9 The following limitations will be placed upon any application to build: No commitment to the project or work, including demolition, on a project can commence until final approval from URPS has been obtained; Final approval involves both approval for the application to build and the requirements relating to sketch plans, working drawings, specifications and the form of building contract; If other than an architect, design and construct or a project builder is to be engaged, full details must be included with the application concerning the project supervision proposed, including the qualifications and experience of the supervisor or representative who will take responsibility for the project on behalf of the church body and the Property Trust. Any intention to use sales proceeds must be clearly identified on the application form Any application for sketch plan approval in duplicate must include: Floor plan, elevation on all sides, internal layouts of rooms and fixed furniture. In the case of additions and alterations, the existing floor plan and the extent of the new additions or alterations to old buildings must be shown. Site plan showing whole of site and giving position of buildings, out-buildings, trees, land contours and the north directional point. Plans should be dated and stamped for construction. A master plan of present and possible future building positioning should be provided where appropriate and necessary to assess design of the overall scheme. Photographs taken from differing angles to provide an overall guide to the site appearance, existing buildings and the building area proposed; in particular with identification and comment on the reverse. Drawings should show how new proposals relate to any existing buildings in construction finishes and design. Indication of use of space and numbers of persons designed to be accommodated. Where projects involve a church or multipurpose hall, a sanctuary layout plan is always required Feasibility Study Process A feasibility study must be conducted on all proposed development projects and this study must be incorporated into the application approval process. The study should include but is not limited to: Review of Master Plan findings Analysis of functional brief Area allocation model Copyright 2014 Uniting Church Last updated: 23/01/2014 Page 30 of 49