Disaffiliation Agreement

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MINNESOTA ANNUAL CONFERENCE OF THE UNITED METHODIST CHURCH

DISAFFILIATION AGREEMENT PURSUANT TO ¶2553

This Disaffiliation Agreement (“Disaffiliation Agreement”) Pursuant to ¶2553 of The Book of Discipline of The United Methodist Church 2016 as amended (“Discipline”) is entered into this ______ day of ________________, 20__, by and between ___________________ (“Local Church”), ___________________[address], and the Minnesota Annual Conference of The United Methodist Church, a Minnesota not-for-profit corporation (“Conference Corporation”), 122 West Franklin Avenue, Suite 400, Minneapolis, MN 55404.

WHEREAS, Local Church is a United Methodist church within the boundaries of Minnesota Annual Conference of the United Methodist Church (“Minnesota Annual Conference”);

WHEREAS, Local Church has held a church conference, in compliance with ¶¶ 246.8, 248, and

2553.2-.3 of the Discipline, at which at least two-thirds (2/3) of the professing members present at the church conference of Local Church voted to disaffiliate from The United Methodist Church pursuant to ¶2553 of the Discipline;

WHEREAS, pursuant to ¶ 2501.1 of the Discipline, Local Church holds its real and personal,

tangible and intangible property “in trust for The United Methodist Church and subject to the

provisions of its Discipline”;

WHEREAS, the Minnesota Annual Conference is not incorporated but, pursuant to ¶ 2512 of the Discipline, its board of trustees are incorporated under Minnesota law as a not-for-profit corporation and the trustees also serve as directors and elect the officers of the Conference Corporation;

WHEREAS, the Conference Corporation receives and holds in trust on behalf of the Minnesota Annual Conference both real and personal property pursuant to the trust clause in ¶ 2501.1 of the Discipline, and has “the power to invest, reinvest, buy, sell, transfer, and convey any and all funds and properties” (¶ 2512.3.c) it holds and to “take all necessary legal steps to safeguard and protect the interests and rights of the annual conference anywhere and in all matters relating to property and rights to property” (¶2512.4);

WHEREAS, property subject to ¶ 2501.1 “can be released from the trust, transferred free of trust

or subordinated to the interests of creditors and other third parties only to the extent authority is

given by the Discipline” (¶ 2501.2) and therefore the Conference Corporation requires the approval and consent of the Minnesota Annual Conference and its certification of compliance with the Discipline to release certain property from trust and for this Disaffiliation Agreement to become a binding commitment on behalf of the Conference Corporation;

WHEREAS, ¶ 2553 provides a specific circumstance in which property subject to ¶ 2501.1 can

be released by the Minnesota Annual Conference from the trust imposed by that paragraph;

WHEREAS, ¶ 2553.4 requires the terms and conditions of Local Church’s disaffiliation from

The United Methodist Church to be “memorialized in a binding Disaffiliation Agreement”; and

WHEREAS, Local Church and Minnesota Annual Conference wish to (1) resolve all matters between them including matters addressed in this Disaffiliation Agreement, and Local Church wishes to acquire from Conference Corporation all of Annual Conference’s interest, on behalf of The United Methodist Church, in the real and personal, tangible and intangible property held by Local Church, (2) to release all said property held and acquired by Local Church from the trust clause in accord with ¶ 2501.2, and (3) to comply with the requirements of ¶ 2553 and Judicial Council Decision 1379;

NOW, THEREFORE, in consideration of the foregoing and all the mutual covenants herein

contained, and for other good and valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, Local Church and Conference Corporation agree as follows:

1. Conditions Precedent. Local Church and Conference Corporation acknowledge and agree:

a. Church Conference Vote. Paragraph 2253.1 of the Discipline requires at least two-thirds (2/3) of the professing members present at a church conference of Local Church to vote to disaffiliate from The United Methodist Church pursuant, at minimum, to the terms stated therein, which are incorporated by reference in this Disaffiliation Agreement and also reproduced in Exhibit I below. Local Church must provide documentation, to the satisfaction of Minnesota Annual Conference, which evidences the result of the disaffiliation vote taken at the church conference and that the disaffiliation meets the requirements of ¶2553. Such documentation shall become part of this Disaffiliation Agreement and shown in Exhibit D and must be certified by an authorized officer of Local Church and approved by an authorized officer of the Minnesota Annual Conference and Local Church certification as shown in Exhibit A.

b. Annual Conference Vote. This Disaffiliation Agreement must be “ratified by a simple majority of the members . . . present and voting” at a duly called session of Minnesota Annual Conference, as required by Judicial Council Decision 1379 and ¶ 2529.1b(3).  Ratification by a duly called session of Minnesota Annual Conference shall be certified by the Secretary of the Minnesota Annual Conference. 

c.  Consent of the Bishop.  Release of property from the trust clause shall be consented to by the Bishop of the Minnesota Annual Conference upon the Bishop’s review of the certification and finding that Disaffiliation Agreement and its proposed implementation is fully compliant with the Discipline. 

Should one or more of the above not occur, this Disaffiliation Agreement shall immediately become null and void.

2. Applicability of the Trust Clause, ¶ 2501 of the Discipline. Local Church acknowledges and agrees that pursuant to ¶ 2501 of the Discipline, Local Church holds all property, real and personal, tangible and intangible, in trust for the benefit of The United Methodist Church.

3. Date of Disaffiliation. Should Local Church timely comply with all of its obligations as set

forth herein, Local Church’s disaffiliation from The United Methodist Church will be effective

on May 31, 2023 (“Disaffiliation Date”). Per ¶ 2553.2 of the Discipline, this date cannot be later than December 31, 2023. Such Disaffiliation Date must be subsequent to the Minnesota Annual Conference’s ratification referenced in Section 1 above.

4. Release of Trust Clause and the Local Church’s Obligations. Subject to all liens, judgments, mortgages, taxes, easements, covenants, restrictions, and every other type of encumbrance other than the trust clause referenced above, the Local Church shall have the right to retain its own real property and tangible and intangible personal property disclosed in writing to the Conference Corporation without charge other than as stated in this Disaffiliation Agreement. The Local Church must comply with all terms of this Disaffiliation Agreement. If it does, then the trust clause referenced above shall be released as to disclosed property but not as to undisclosed property.

1. Disclosures.  A thorough, complete, and prompt disclosure by Local Church of (1) all real property and real property interests owned or leased by the Local Church or held by the Local Church on behalf of the Minnesota Annual Conference or the United Methodist denomination and of (2) all items of personal property or personal property rights owned or leased by the Local Church or held by the Local Church on behalf of the Minnesota Annual Conference or the United Methodist denomination and valued, individually or as a collection, over $5,000 in fair market value shall be made. Financial assets, pledges, gifts, charitable trusts, life estates, remainder interests, or other interests in real estate, intended or potential trust and estate distributions, memorial funds, memorial properties, artworks, instruments, intellectual property and property rights, mineral rights, investment funds, vehicles and cemeteries are expressly included along with all other types of personal property not specified.

Required property disclosures also include disclosure with of all liens, judgments, mortgages, taxes, covenants, restrictions, memorials, pledges of property, contracts regarding property rights, encumbrances on property, promissory notes, and all other types of indebtedness, identifying whether each is related to or affecting particular disclosed property and property rights, and disclosure of any unpaid loans or other obligations to United Methodist entities (i.e. to a District, Foundation, Annual Conference, or to other local churches). Every such disclosure shall identify the real or personal property asset(s) to which it is related, if it is specific to a particular asset or assets.

Required property disclosures also include disclosure of all gifts, sales, or transfers of Local Church property, real or personal, having more than $5,000 fair market value, occurring on or after February 1, 2019.

The Conference Corporation shall be entitled, in its sole and absolute discretion, to require production by the Local Church of an updated abstract of title or current title insurance commitment for any real property owned by the Local Church.

The Conference Corporation shall be entitled, as may be required by law or within its sole and absolute discretion and for any purpose it deems related to disaffiliation of the Local Church, to require appraisal by a fully qualified commercial appraiser selected by the Conference Corporation of all or any portion of the Local Church’s real property or real property interests or personal property or personal property rights.If the parties disagree on the valuation of any property, the Local Church at its expense can hire its own fully qualified commercial appraiser and the property in question shall, if permitted by law, be valued at the average of the appraised market value for highest and best use of the property in question, basing the average on the Conference Corporation’s appraisal and the Local Church’s appraisal of the very same property.

The Local Church must disclose all existing contracts to which the Minnesota Annual Conference or other United Methodist entities are signatories, parties, obligors, obligees, or beneficiaries and all gift instructions related to endowments, memorial bequests, and donations not expressly limited to the benefit of the Local Church.

Disclosures shall be made in writing and shall be incorporated as Exhibit E to this Disaffiliation Agreement.The Conference Corporation agrees to certify that disclosures were made as to the property included and accurately described in the written disclosure.

2. Payments. Unless a different date is specified, Local Church shall, before the Disaffiliation Date, pay to the Minnesota Annual Conference or to the Conference Corporation, in a manner specified by Conference Corporation, the following:

i. Costs related to disaffiliation. The parties agree and intend that the Minnesota Annual Conference and the Conference Corporation shall be reimbursed in advance and indemnified by the Local Church for every cost and expense of every type arising from or related to the disaffiliation of the Local Church and further agree and intend that payment by the Local Church shall for such costs and expenses shall be made and finally credited and confirmed in advance of the Disaffiliation Date.  Such costs and expenses include without limitation professional fees, staffing or hiring of contractors, attorney fees, broker fees, commissions, abstracting or title insurance costs, closing costs, real or personal property taxes, income taxes, gift taxes, estate and inheritance taxes, travel costs, transportation costs, and every other cost or expense not specified herein.

ii. Unpaid apportionments.  Any unpaid apportionments for the twelve (12) months immediately prior to the Disaffiliation Date, as calculated by Minnesota Annual Conference, totaling $_________;

iii. Additional 12 months’ apportionments. An additional twelve (12) months of apportionments, as calculated by Minnesota Annual Conference, totaling $__________;

iv. Pro rata share of unfunded pension obligations. An amount equal to Local Church’s pro rata share, as determined by Minnesota Annual Conference, of Minnesota Annual Conference’s unfunded pension obligations, based on the Minnesota Annual Conference’s aggregate funding obligations as determined by the General Board of Pension and Health Benefits using market factors similar to a commercial annuity provider, totaling $__________;

v. Prior year pension and health insurance outstanding balances. Any prior year pension and health insurance outstanding balances, as recorded in the permanent records of the Conference Board of Pension & Health Benefits for the Minnesota Annual Conference, totaling $____________; 

vi. Unpaid loans or obligations to United Methodist entities. Any unpaid loans or other obligations or indebtedness to other United Methodist entities (i.e. to a District, Foundation, Conference, or other local churches) unless those loans have been fully and completely assigned to another entity to the satisfaction of the Conference Corporation and confirmed and approved by the obligee entities.

3. Compliance with and modification of existing contracts and restricted gift instructions. The Local Church must cooperate in disclosing, reviewing with the Minnesota Annual Conference and the Conference Corporation, modifying or assigning as appropriate, and complying with all existing contracts to which the Minnesota Annual Conference or other United Methodist entities are signatories, parties, obligors, obligees, or beneficiaries and all gift instructions related to endowments, memorial bequests, and donations not expressly limited to the benefit of the Local Church.

4. Other Liabilities. Local Church shall either satisfy all of its debts, loans, and liabilities, or assign or transfer such obligations to its new entity, releasing Local Church and Minnesota Annual Conference and Conference Corporation from any further liability. Local Church must provide sufficient documentation of same to Conference Corporation.

e.     Intellectual Property. Local Church shall cease all use of “United Methodist,” the Cross & Flame insignia, and any other intellectual property of the denomination and Minnesota Annual Conference, including the removal of all signage containing the same.

f.     Group Tax Exemption Ruling. As of the Disaffiliation Date, Local Church shall cease to use, and also shall ensure that any affiliates of Local Church which have been included in the group tax exemption ruling shall cease to use, any and all documentation stating that Local Church is included in the denomination’s group tax exemption ruling administered by the General Council on Finance and Administration of The United Methodist Church. Local Church and any of its affiliates which have been included in the group tax exemption ruling will be removed as of the Disaffiliation Date.

g.    Records.  Local Church shall turn over to Minnesota Annual Conference Commission of Archives and History the originals or a true copy of all archives, membership rolls, and historical documents, including documents related to funerals, baptisms, and weddings, and all trustee, committee, and council meeting minutes.

h.    Cemeteries and Columbariums. If Local Church has a cemetery, columbarium, mausoleum, or other place for the disposition of human remains, in addition to following all applicable laws and requirements, Local Church and Minnesota Annual Conference and/or Conference Corporation will enter into an agreement similar to Exhibit F regarding the continued access to, care, and upkeep of it.

5. Organizational Transition. Local Church shall take all steps necessary to dissolve any legal entities and to settle, liquidate, or transfer all assets and obligations of such entities, and to establish any new legal entities as needed to effectuate its disaffiliation from The United Methodist Church, to the satisfaction of Conference Corporation, including obtaining a new EIN from the Internal Revenue Service. Local Church shall indemnify, defend, and hold harmless Minnesota Annual Conference and Conference Corporation and their officers, directors, agents, and employees from any liability or costs (including reasonable attorney fees) resulting from any claim, action, or cause of action for damages to persons or property resulting from Local Church’s failure to take all necessary steps as required by this Section 5.  It is recommended that Local Church establish itself as a corporation.  Local Church will have all rights and duties as provided by law to wind up its affairs, including those that might exist after the Disaffiliation Date.

6. Property. On the Disaffiliation Date, Local Church will have full ownership of the property and assets fully identified and disclosed and released from the trust clause, which will be transferred to Local Church’s new entity. Local Church shall return all property and assets belonging to or held on behalf of the Minnesota Annual Conference, the Conference Corporation, or other United Methodist entities, before the Disaffiliation Date. The following terms further apply:

1. Timing of transactions. The parties shall ensure all necessary transfers, payments or other transactions relating to the above properties are completed prior to the Disaffiliation Date.

2. Costs. As stated above in paragraph 4.b, the parties agree and intend that the Minnesota Annual Conference and the Conference Corporation shall be reimbursed in advance and indemnified by the Local Church for every cost and expense of every type attributable to the disaffiliation of the Local Church and that payment by the Local Church shall for such costs and expenses shall be received and finally credited to the Conference Corporation in advance of the Disaffiliation Date. 

3. Conveyance of all interests. Conference Corporation and Local Church shall fully cooperate, promptly and as reasonably required by either party, to ensure that such transfers and other transactions convey all of Conference Corporation’s interest – both for itself and on behalf of The United Methodist Church – in the real and personal, tangible and intangible property of Local Church.

4. Quitclaim deed to tax exempt entity and release of trust clause. After Local Church has fully complied with every term of this Agreement, the Conference Corporation will certify compliance by the Local Church as shown in Exhibit A and will sign a quit-claim deed similar to Exhibit G releasing the trust clause in all property to the Local Church’s qualified tax exempt religious organization effective on the Disaffiliation Date. In real property deeds delivered to Local Church on the Disaffiliation Date, release of real property from the trust clause shall be shown in a recordable written consent signed by the appropriate District Superintendent or other officer of the Minnesota Annual Conference.

7. Release of Claims and Indemnity. Upon the completion of all of their respective obligations herein, Minnesota Annual Conference, Conference Corporation, and Local Church, for themselves and their agents, representatives, members, trustees, employees, successors, attorneys, agents, and assigns, hereby fully and forever covenant not to sue each other, and release and discharge each other, and their current and former trustees, officers, representatives, employees, and assigns, in both their official and individual capacities, from any liability for any and all causes of action and claims, including any statutory or common law cause of action, tort or contractual claims, any claims for attorneys’ fees, expenses and all other damages, whether known or unknown, foreseen or unforeseen, which Minnesota Annual Conference, Conference Corporation, or Local Church ever had, now has, hereafter may have or claim to have against any of the above-named entities or persons in any way arising out of their relationship with each other. The parties further represent they have no pending lawsuit, charge, complaint, or other action against each other. Notwithstanding the foregoing releases and covenants not to sue, the parties may take action to enforce this Disaffiliation Agreement in any court where jurisdiction and venue are proper.

This release of claims expressly includes potential claims arising from alleged injuries, if any, to any person claiming to have suffered sexual or other abuse or injury occurring in connection with scouting activities that may have been sponsored or permitted by the Local Church.  The Minnesota Annual Conference and the Conference Corporation are participating in a proposed settlement in the Boy Scouts of America bankruptcy proceeding of such potential claims on behalf of local churches, which may include this Local Church, at no cost to this Local Church. In the event the proposed settlement is not approved by the bankruptcy court or that similar claims related to scouting activities and this Local Church arise in future, each party expressly agrees, herein, to indemnify and hold each other party harmless from any damages, attorney fees, and other costs that may be incurred in the future arising from the acts and omissions of the indemnifying party.

8. Time Limit. Should the Local Church fail to satisfy all of its obligations set forth herein by December 31, 2023, this Disaffiliation Agreement shall be null and void.

9. Continuing as Plan Sponsor. Nothing in this Disaffiliation Agreement shall prevent Local Church, after the Disaffiliation Date, from continuing to sponsor benefit plans from the General Board of Pension and Health Benefits, to the extent permitted by federal law, and provided that Local Church has not expressly resolved that it no longer shares common religious bonds with The United Methodist Church.

10. Non-Severability. Each of the terms of this Disaffiliation Agreement is a material and integral part hereof. Should any provision of this Disaffiliation Agreement be held unenforceable or contrary to law, the entire Disaffiliation Agreement shall be deemed null and void.

11. Required Certification of Compliance and Required Approval by Minnesota Annual Conference.  This Disaffiliation Agreement is null and void and shall have no effect whatsoever if the Conference Corporation does not certify performance of all obligations by the Local Church below and if not approved by the Minnesota Annual Conference in accord with the Discipline, which approval must be certified by the Secretary of the Minnesota Annual Conference and expressed by the written consent of the Bishop and President of the Minnesota Annual Conference verifying compliance with the Discipline. The Secretary’s certification shall be shown in Exhibit B and the Bishop and President’s written consent shall be shown in Exhibit C.

12. Governing Law, Exclusive Jurisdiction and Forum.  This Agreement shall be governed by the laws of the State of Minnesota, consistent in every way possible with the Book of Discipline and with pertinent legislation of the Minnesota Annual Conference of the United Methodist Church. The parties hereby expressly agree to the exclusive and sole jurisdiction of the District Court of the State of Minnesota located in Hennepin County, Minnesota.

LOCAL CHURCH                                                              

____________ United Methodist Church, a Minnesota not-for-profit___________ [entity type]

By: _______________________ Date: ____________

Name: _____________________

Its: Trustee Chair

By: _______________________ Date: ____________

Name: _____________________

Its: Church Leadership Chair

By: _______________________ Date: ____________

Name: _____________________

Its: Trustee Secretary

CONFERENCE CORPORATION

Minnesota Annual Conference of The United Methodist Church, a Minnesota non-for-profit corporation

By: _______________________ Date: ____________

Name:

Its: Trustee and ________________ of the Conference Corporation

By: _______________________ Date: ____________

Name:

Its: Trustee and _________________ of the Conference Corporation

Exhibit A

CERTIFICATION OF COMPLIANCE BY LOCAL CHURCH

The undersigned certify on behalf of the Local Church and on behalf of the Minnesota Annual Conference of The United Methodist Church, a Minnesota not-for-profit corporation, respectively, that the Local Church has fully complied with and performed its obligations under the foregoing Disaffiliation Agreement and, if approval is certified by the Secretary of the Minnesota Annual Conference of the United Methodist Church and if the Bishop of the Minnesota Annual Conference of the United Methodist Church consents, the Disaffiliation Agreement shall then be effective.

LOCAL CHURCH                                                              

____________ United Methodist Church, a Minnesota not-for-profit___________ [entity type]

By: _______________________ Date: ____________

Name: _____________________

Its: Trustee Chair

By: _______________________ Date: ____________

Name: _____________________

Its: Church Leadership Chair

By: _______________________ Date: ____________

Name: _____________________

Its: Trustee Secretary

CONFERENCE CORPORATION

Minnesota Annual Conference of The United Methodist Church, a Minnesota non-for-profit corporation

By: _______________________ Date: ____________

Name:

Its: Trustee and ________________ of the Conference Corporation

By: _______________________ Date: ____________

Name:

Its: Trustee and _________________ of the Conference Corporation

Exhibit B

CERTIFICATION OF APPROVAL BY MINNESOTA ANNUAL CONFERENCE

The foregoing Disaffiliation Agreement was duly approved and ratified by a majority of the delegates voting on _________, 20__, in a duly-called session of the Minnesota Annual Conference of the United Methodist Church and shall be effective on the date stated in said agreement. 

Certified by the Secretary of the Minnesota Annual Conference of the United Methodist Church on this day of _______________, 20_____.

______________________________________

Name: ________________________, Secretary

Exhibit C

CONSENT OF THE BISHOP

Based on the approval and ratification certified above, the undersigned Bishop and President of the Minnesota Annual Conference of the United Methodist Church grants consent to the foregoing Disaffiliation Agreement, finding said agreement and its proposed implementation conforms to the requirements of The Book of Discipline of the United Methodist Church 2016 as amended, and further consents, upon complete performance by the Local Church of all acts required in said agreement, to the release of the property fully disclosed and identified therein from any trust or other restriction benefitting the Minnesota Annual Conference and imposed by Chapter Six, paragraphs 2501 et. seq. of said Discipline.

Minnesota Annual Conference of the United Methodist Church

By: ___________________________________________

Name: _______________________, Bishop and President

                     

Exhibit D

DOCUMENTATION OF THE LOCAL CHURCH PROCESS

(Documentation evidencing the result of the disaffiliation vote taken at the church conference, certified by an authorized officer of Local Church.)[1]

Exhibit E

PROPERTY AND CONTRACT DISCLOSURES REQUIRED FROM THE LOCAL CHURCH

The trust clause, ¶ 2501.1 of the Discipline, will not be released as to any property not fully identified and disclosed by the Local Church.  Use extra pages to complete these disclosures as needed and include copies of documents as the Minnesota Annual Conference’s trustees may require to verify information supplied.

1. Real Property and Real Property Interests, including limited ownership interests such as life estates or remainder interests and mineral rights, mineral rights, etc.

For every real property interest, list, identify nature of ownership interest and title, identify exact name(s) of owners for each property identified, address, legal description, and whether you have an abstract of title or title commitment. Records must be made available for review by the Minnesota Annual Conference.  Attach additional pages as necessary.  Common examples of real property may include, but are not limited to, church buildings, parsonages, and cemeteries.

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2. Personal Property and Personal Property Rights that may exceed $5,000 fair market value for individual items or collections, including financial assets and accounts, pledges, gifts, charitable trusts, intended or potential trust and estate distributions, memorial funds, memorial properties, artworks, instruments, intellectual property and property rights, royalties, mineral rights, investment funds, and vehicles, and all other types of personal property including those not specified here.

For financial accounts and investments, identify by including account holders, signatories, financial institutions and advisers, current balances, and restrictions, and other information sufficient to verify the asset.

For vehicles, identify by named owners, make and model, year, blue book value if available, and general condition, plus any liens or other restrictions.

For all other identified property, be specific enough to permit verification of the property, title (if any), ownership, liens on the property, and restrictions on its use.

/ / /

/ / /

Property gifted, pledged, or committed to be gifted or transferred to the Local Church must be disclosed and identified even if it has not yet been received by the Local Church.

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5.  

3. Liens, judgments, mortgages, taxes, covenants, restrictions, memorials, pledges of property, contracts regarding property rights, encumbrances on property, promissory notes, and all other indebtedness exceeding $5,000.  Identify the property to which each relates, if it does relate to specific property.

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5.  

4. Unpaid loans or other unpaid obligations to United Methodist entities.

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5. Identify all gifts, sales, or transfers of Local Church property, real or personal, having more than $5,000 fair market value, occurring on or after February 1, 2019.

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6. Contracts to which the Minnesota Annual Conference or other United Methodist entities are signatories, parties, obligors, obligees, or beneficiaries and all gift instructions related to endowments, memorial bequests, and donations not expressly limited to the benefit of the Local Church.

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Exhibit F

CEMETERY TRANSFER AGREEMENT

1. Agreement

This Agreement is made on _____________, 20___ between the Minnesota Annual Conference of the Conference Corporation (together herein the “Conference”), both located at 122 W. Franklin Ave., Suite 400, Minneapolis, MN 55404 and _________________ ________________ (“Independent Church”), a recently created independent church at a site formerly affiliated with Conference, located at _______________ _______________________.

2. Transfer of Cemetery

            In consideration for entering into this Agreement and for other good and valuable consideration, Independent Church agrees to receive ownership of the cemetery, columbarium, or mausoleum affiliated with Independent Church (“Cemetery”), which has previously been affiliated with Conference. Conference agrees to deed land containing the Cemetery to Independent Church.

3. Obligations of Independent Church

            Independent Church agrees, upon transfer, to adopt all maintenance, repair, upkeep, and legal obligations previously possessed by the _________________ United Methodist Church in connection with ownership of Cemetery. Independent Church will comply with all laws, regulations, ordinances, and other legal requirements regarding cemeteries, columbariums, mausoleums, and the disposition of human remains.

4. Disturbance of Remains

            If, for any reason, any burial plot must be exhumed, any columbarium’s movement or maintenance requires the disturbance of posthumous remains, any mausoleum’s movement or maintenance requires the disturbance of posthumous remains, or any posthumous remains contained in Cemetery are intentionally disturbed in any form, Independent Church must make the best good-faith efforts a reasonable person would expect in order to notify the next-of-kin of the remains at least 12 weeks before the disturbance occurs.

            Independent Church also agrees to abide by all applicable laws and regulations in disturbing the remains and to abide by the best industry practices for any industry involved in the disturbance. Independent Church is to have a representative present to observe the disturbance and verify such best practices and that all applicable laws and regulations are, in fact, being followed.

5. Visitation Rights

            The rights of any given individual, regardless of religious affiliation, metaphysical opinions, spirituality, or any lack thereof, to visit Cemetery will not change upon transfer of ownership of Cemetery. All persons will be allowed access to Cemetery for personal, professional, or historical reasons. This applies both to individuals visiting remains and/or memorials currently in Cemetery and individuals visiting remains and/or memorials which will be placed in Cemetery in the future.  There is no requirement that a visitor be related to any remains in Cemetery.

6. Right to be Buried Alongside One’s Spouse

            If an individual was married to someone (their Spouse) at the time of the Spouse’s death, and Spouse is buried in Cemetery, that individual has the right to be buried with or in a plot alongside their Spouse regardless of their denominational affiliation, religious affiliation, metaphysical opinions, or any other set of beliefs or lack thereof. This applies both to individuals with Spouses whose remains are currently located in Cemetery and individuals who will, in the future, have Spouses whose remains are located in Cemetery.  The individual will have to pay any regular and customary fees for such internment.

7. Sale or Transfer of Cemetery by Independent Church

            If Independent Church, at any future time, decides to sell or transfer ownership of Cemetery to a third party, Independent Church will notify Conference or, if no longer in existence, its successor, in writing.

8. Assignment

            This agreement and any rights or obligations pursuant thereto may not be assigned or transferred by Independent Church without the prior, express, and written consent of the Conference.

9. Modification of Agreement

            Any modification of this agreement or additional obligations assumed by either party in connection with this agreement are binding only if put in writing and signed and dated by an authorized representative of each party.

10. Governing Law

            This agreement is governed by, construed, and enforced in accordance with the laws of the State of Minnesota.

11. Severability

            The invalidity of any portion of this agreement will not affect the validity of any other provision. If any provision of this agreement is held to be invalid, the parties agree that the remaining provisions remain in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

[signatures on next page]

Independent Church                                                           

_____________________________

By: _______________________ Date: ____________

Name: _____________________

Its: Trustee Chair

By: _______________________ Date: ____________

Name: _____________________

Its: Church Leadership Chair

By: _______________________ Date: ____________

Name: _____________________

Its: Trustee Secretary

Conference

Minnesota Annual Conference of The United Methodist Church

By: _______________________ Date: ____________

Name:

Its:

Minnesota Annual Conference of The United Methodist Church, a Minnesota not-for-profit corporation

By: _______________________ Date: ____________

Name:

Its: Trustee and __________ of the Conference Corporation

By: _______________________ Date: ____________

Name:

Its: Trustee and ______________ of the Conference Corporation

Exhibit G

QUITCLAIM DEED

GRANTOR, MINNESOTA ANNUAL CONFERENCE OF THE UNITED METHODIST CHURCH, a Minnesota not-for-profit corporation (the “Conference Corporation”), whose address is 122 W. Franklin Ave., Suite 400, Minneapolis, MN 55404

For the sum of _______________________ Dollars, quitclaims to GRANTEE, _____________ ___________ [Local Church’s new entity name], a Minnesota not-for-profit ________________, whose address is ______________________, MN ________, the following described premises commonly known as _________________, MN  ____, which are legally described as follows:

[Insert legal description here.]

This deed is subject to all recorded conditions, restrictions, limitations, easements and building and use restrictions of record.

This transaction is exempt from Minnesota real estate transfer tax as a conveyance from a religious organization to another religious organization where the property continues to be exempt from the collection of property taxes.

Dated ________________, 20___                

MINNESOTA ANNUAL CONFERENCE OF THE UNITED METHODIST CHURCH, a Minnesota not-for-profit corporation

By: _______________________________

Name:

Its: ___________ of the Conference Corporation

By: _______________________________

Name:

Its: ___________ of the Conference Corporation

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/ / /

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STATE OF MINNESOTA     )

COUNTY OF ___________  )

The foregoing instrument was acknowledged before me this _____ day of ___________, 20___ by ______________, the ____________ of the Minnesota Annual Conference of the United Methodist Church, a not-for-profit corporation, and by ______________, the ____________ of the Minnesota Annual Conference of the United Methodist Church, a Minnesota not-for-profit corporation.

______________________________

                                                                                                                        Notary Public

                                                                        State of Minnesota, County of ______________

My Commission Expires: ________________

CONSENT:  The undersigned District Superintendent of the Minnesota Annual Conference of the United Methodist Church signs this deed in order to grant consent to the transaction contemplated and set forth above, to express conformity by Grantor to all requirements of The Book of Discipline of the United Methodist Church 2016 as amended, and to release the above described property from any trust or other restriction imposed by Chapter Six, paragraphs 2501 et. seq. of said Discipline.

By: ___________________________________       Date: ____________, 20___

Rev.

District Superintendent of the Minnesota Annual Conference

of the United Methodist Church

When Recorded Return to: [Local Church’s new name and address.]

Send Subsequent Tax Bills to: [Local Church’s new name and address.]

Drafted by: [Drafter’s name and address.]

Tax Parcel No.                                    Recording Fee $________                              Transfer Tax $0.00

Exhibit I

BOOK OF DISCIPLINE ¶2553

Paragraph 2553 of the Book of Discipline, read together with other provisions in the Discipline, establishes a means for a local church to disaffiliate, as stated in ¶2553.1, “for reasons of conscience regarding a change in the requirements and provisions of the Book of Discipline related to the practice of homosexuality or the ordination or marriage of self-avowed practicing homosexuals as resolved and adopted by the 2019 General Conference, or the actions or inactions of its annual conference related to these issues which follow.”

Paragraph 2553.1 of the Discipline does not, according to current jurisprudence, require an investigation by the Minnesota Annual Conference into--or a recitation in this Disaffiliation Agreement of—the Local Church’s reason(s) of conscience. The Minnesota Annual Conference relies on the good faith of the Local Church and its thorough discernment process, conducted in compliance with the Discipline and participation of the District Superintendent and other appropriate annual conference agents, to establish the disaffiliation conforms to the Discipline.  This Disaffiliation Agreement itself does not identify the reason or reasons of conscience the Local Church may have or whether its reasons relate to theological, doctrinal, social policy, jurisprudential, procedural, or other differences regarding matters stated in ¶2553.1.  Furthermore, the Local Church may have additional reasons for wishing to disaffiliate unrelated to ¶2553.  Such additional reasons, if they exist, are not germane to this Disaffiliation Agreement and are also not recited herein.