Vineyard Institute

“A business relationship exists between Vineyard Institute and Vineyard Church of Columbus in the form of a Services Agreement by which Vineyard Church of Columbus provides various administrative, facilities, and management services to Vineyard Institute on a non-compensatory, cost reimbursement basis (i.e., without mark-up). Vineyard Institute's now former Treasurer and Secretary Heselton) was employed by Vineyard Church of Columbus (as its Executive Pastor), and, on behalf of Vineyard Church of Columbus, played the role of "Business Advisor" to Vineyard Institute pursuant to the Services Agreement. Also, a now former organization board member (Rich Nathan) is also employed by Vineyard Church of Columbus (as its Senior Pastor) and continues to serve on its board of directors. Mr. Heselton has retired from employment with Vineyard Church of Columbus and his role with the organization at the end of 2020.”

“All decision-making authority for Vineyard Institute resides with its board of directors and its officers, and none has been delegated or contracted to any third party. However, the Vineyard Institute-Vineyard Columbus Services Agreement (described above) is an agreement by which Vineyard Columbus provides for Vineyard Institute the following: A. Assisting in the development, securing and management of the instructors, courses, curriculum and other operational elements of VI's theological education and training program, including with respect to marketing, production and distribution of the same. B. Providing the use of a portion of Vineyard Columbus' facilities (i.e., office space and related amenities). C. Oversight by the Business Advisor and the General Manager to provide services consistent with the budget. D. Oversight of VI Budget which governs, among other things, the agreed number, types and costs of employees and/or contractors, facilities and expenses that Vineyard Columbus shall devote to carrying out the services. E. Accounting, financial, and other business and administrative support services (including payroll administration).”

“Per the Code of Regulations, Article II, section 2.01, the following are members of Vineyard Institute: Vineyard USA (TX, USA), Vineyard BENELUX (Netherlands), Association of Vineyard Churches Kenya (Nairobi, Kenya), Vineyard NORDEN (Denmark), Association of Vineyard Churches South Africa (Cape Town, South Africa), Vineyard Churches UK & Ireland (United Kingdom). Total 6 members.”

“Per the Code of Regulations, Article II "Members," Section 2.02(b) and (c) "Rights and Duties of Members," it is the job of the Board of Directors to nominate persons for election to the Board of Directors and to submit written notice to each member of (1) the name of each nominee proposed by the Board of Directors to be elected as a new or replacement Director and (2) the date the Board of Directors proposes to elect the nominee. If prior to the proposed election date, the Chair of the Board of Directors receives from not less than a two-thirds majority of the members written objections to the election of a nominee for any reason or no reason, the Board of Directors shall not be permitted to elect such nominee to the Board of Directors at that time. Per the Code of Regulations, Article III "Board of Directors," Section 3.03(c) "Election of Directors," Directors elected after the initial Board of Directors (which was established in the initial Code of Regulations approved by the Members) are elected (after nomination as described above) by majority vote of the then-current Board of Directors. In addition, per the Code of Regulations, Article II "Members," Section 2.02(c) "Rights and Duties of Members," the entire Board of Directors (but only the entire Board, not individual Directors) may be removed by a two-thirds majority of the members, but only in the case of either substantial and serious departure from the Vineyard Statement of Faith that remains uncured for at least 30 days after written notice thereof is given by any member, serious departure from Biblical standards of morality, or gross incompetence or mismanagement in administration of the business and affairs of the organization. In the event of such removal, the members have the authority to elect a replacement Board of Directors by majority vote.”

“Per the Code of Regulations, Article II "Members," Section 2.02(d) and (e) "Rights and Duties of Members," any decision to dissolve the corporation, sell or transfer all or substantially all of its assets, merge into another entity, relocate the principal office of the corporation, appoint another company to manage a substantial portion of the operations of the corporation, or amend the Articles of Incorporation or Code of Regulations of the corporation shall require the approval of a two-thirds majority of the members.”

“Completed Form 990 was circulated by email to the board requesting comment for fiscal year ending August 31, 2020. As of the date of filing, no concerns have been received.”

“During the organization's existence to date, its regular and consistent monitoring and enforcement of compliance with its conflict of interest policy has consisted of (1) reliance upon the obligation of covered persons (i.e., directors and officers) to self-report, (2) the transparency of relationships among covered persons, resulting generally in reliable awareness among covered persons of whether potential conflicts of interest exist and should be explored, and (3) the General Manager's close familiarity with whether or not any parties with which the organization has entered into financial transactions may also have other relationships with covered persons that could inure to their private financial benefit. Going forward, the organization continues to anticipate implementation of a periodic monitoring, review and compliance certification procedure to formalize what is described above.”

“Compensation for the officer position of General Manager (aka Chief Operation Officer) was determined by the business adviser to the board of directors who used comparative incomes of large church equivalent positions of authority and responsibility, within the allowance of the board approved budget.”

“The governing documents, conflict of interest policy (included in Code of Regulations), and financial statements are available upon request to the Vineyard Institute general manager office, located at 6000 Cooper Rd, Westerville OH 43021. A paper copy will be provided.”