United Church of God, an International Association
Council of Elders Meeting Report

Friday, February 23,  2001 Teleconference 

            The Council of Elders met by teleconference today to discuss issues relating to the purchase of land for, and construction of, a home office facility. 

Land Purchase 

            Ten Council members were present for the meeting: Messrs. Antion, Dean, Dick, Holladay, McCullough, McNair, Seiglie, Thompson, Walker, and Ward. John Jewell and Victor Kubik were absent. David Buchanan, president of Environmental Associates in Houston (the firm overseeing the environmental studies of the proposed purchase), legal Counsel Larry Darden, Peter Eddington, Matt Fenchel, Tom Kirkpatrick and Doug Johnson also attended. 

            President Les McCullough had requested the meeting to present an update on progress toward the purchase of the proposed site and construction of an office building, and to receive Council authorization in needed areas. He reported that the administration of the Church has been progressing on the environmental concerns, with Mr. Buchananâs company having oversight, working through a local Cincinnati firm. Some consideration had been given to buying only 4.7 of the 8.7 acres available for sale (leaving the westernmost, and most steeply graded area in the purchaserâs hands, with the ãright of first refusalä against any attempt to sell the remaining four acres). After discussions with the seller, Mr. McCullough and Treasurer Tom Kirkpatrick proposed purchasing just over five acres, leaving approximately 3.7 of the westernmost, lower portion of the property. They suggested a two-year option on the purchase of the remainder, with right of first refusal from the seller. They also informed the Council that another buyer wishes to buy three properties in the area, including the one the Church is considering. Mr. McCullough stressed the need to come to a firm conclusion at this meeting. 

            Several members asked questions about the status of the environmental study. Following is a summary of the information given by Mr. McCullough, Mr. Kirkpatrick, and Mr. Buchanan in response to the questions:

á        From the Phase 1 study of the entire property, we know there is construction debris in the lower 3.7 acres.

á        From the Phase 2 study, the finding is that the upper five acres are environmentally acceptable.

á        It is Mr. Buchananâs professional opinion that any future findings regarding the lower 3.7 acres would not be likely to lower the value of the upper five acres the Church is considering buying. Any contamination would tend to move downhill, away from the proposed UCG purchase; there has been no problem for businesses already situated in the location, and no evidence of any pollution in the Miami River, slightly over 0.5 miles distant.

á        Though a health and safety analysis has not been included to date, there is no indication of any such dangers, even in the lower 3.7 acres. Some oil-based residue was discovered in the lower areas; vapors dissipated within 30 minutes after exposure, which meets the state of Ohioâs acceptable safety levels.

á        Mr. Buchanan suggests that if the Church decides in the future to purchase the remaining 3.7 acres (for $1), a Phase 2 study of the area be done before exercising its option to buy.

             Don Ward asked a question about the restrictions on the proposed site. An earlier report from legal Counsel Larry Darden indicated that no church services could be held in the building (zoned as Industrial), that the Church would be subject to property tax, and that there could be some question about the Ambassador Bible Center program being conducted in the new site. Mr. Darden stated that the situation with regard to ABC has been clarified and that the program can be conducted on the upper five acres. Independent of any request by UCG, the local Miami Township zoning authority is contemplating a change in the zoning regulations, which would allow church services to be held. If these changes occur (considered likely by township administrators), church services could be held in the building if desired. This would result in some property tax relief.   

            Dr. Ward also asked for clarification on the search for property that has been conducted. Mr. McCullough assured him, as did Mr. Kirkpatrick, that in their opinion this is the best ãdealä for the Church at this time, based on their research in the area. 

            Burk McNair asked about the role of the General Conference in approving this project. In addition to the ample time for input already given, the GCE must approve each yearâs budget at the annual meeting. Gary Antion read from a letter he had received from an elder who had initially expressed reservations about the building. After reviewing the financial and other material supplied by the Council following its last meetings, this man stated ãI fully support it.ä Several Council members reported that the strong consensus of GCE members who have communicated with them in recent months is to support the project. 

            Chairman Roy Holladay asked Mr. McCullough what he viewed as the appropriate next step. Mr. McCullough asked for authorization to purchase the land at the agreed price of $185,000, and Councilâs approval of his and Mr. Kirkpatrickâs continuing to negotiate with a builder for actual construction. 

            Mr. McNair proposed, and Mr. Antion seconded, the following resolution: 

ãWhereas, the Church is desirous of purchasing certain property, consisting of approximately 5.04 acres, from Duke Weeks, Limited Partnership, which property is located at the intersection of Technicenter Drive and Eastman Drive, in the Park 50 Technicenter Industrial Park, for the construction of a Home Office facility, and 

ãWhereas, the Council of Elders is satisfied that the environmental concerns referred to in the resolution from December 12, 2000 have been satisfactorily resolved, 

ãNow therefore, it is hereby resolved, that the United Church of God, an International Association, agrees to purchase approximately 5.04 acres of property, located at the intersection of Technicenter Drive and Eastman Drive, in the Park 50 Technicenter Industrial Park, from Duke Weeks, Limited Partnership, per the general terms found in the ÎOUTLINE OF PROPOSED OFFER BY UCGIA FOR EASTERLY PORTION OF PARCEL C, PARK 50 TECHNICENTER,â dated February 23, 2001, a copy of which is attached and made a part of these minutes, and 

ãIt is further resolved, that Les McCullough and/or Tom Kirkpatrick, with Gerald Seelig to attest, are empowered to enter into the above-referenced purchase under the terms and conditions as described in the attached proposed offer.ä 

The text of the proposed offer to purchase referred to in the resolution is included in the official minutes of the meeting, but not in this report. 

            In the related but separate matter, the Council gave Mr. McCullough and Mr. Kirkpatrick the authority to continue contract negotiations with a builder in order to bring a proposal to construct a home office facility to the Council meetings in March. The Council quorum present gave its unanimous consent, without resolution.  

  -Doug Johnson

© 2001 United Church of God, an International Association

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