Good Shepherd Companions

About Us

Here is a 2 part recording of a presentation about the Ecumenical Catholic Diocese of America given

in St. Louis by Archbishop Peter Paul Brennan. (click below).

History and Background

The Ecumenical Catholic Diocese of America was incorporated on March 25, 1982 under the New York State Article 10 of Incorporation. It is incorporated under the name THE EPISCOPATE OF THE ECUMENICAL CATHOLIC CHURCH and the document states that it is the diocese and the denomination of the Ecumenical Catholic Church. Article 10 is the same article under which the Roman Catholic Churches are incorporated. The incorporation is as a Church, a Religious Corporation and a Corporation Not-For-Profit.

We have used both The Ecumenical Catholic Diocese of America and The Ecumenical Catholic Diocese of the Americas as our name since that time. Rocco Corporale wrote an early vision of what the Ecumenical Diocese of America was meant to be which was published in the Federation of Christian Ministries Newsletter, Diaspora.

An important change in the role of the diocese from the Roman Catholic hierarchical model is that the church is to be collaborative rather than hierarchial. The clergy and the laity are the administration of the church through synods and councils.

The Ecumenical Catholic Diocese of America was established to maintain, propagate, practice and to perpetuate Catholic Religious worship, Catholic Sacraments, teaching and human services of the Christian Gospel and Ministry; and for carrying out this purpose to maintain a religious organization; said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes the making of distributions to organizations that qualify as exempt organizations.

Early vision for ECDA:

Excerpts from "For an Ecumenical Catholic Diocese of America" by Rocco Caporale, FCM. Taken from Diaspora, Vol. 16 No. 1, Spring 1984:

[Ed. Note] Rocco Carporale is one of the founding members of ECDA. In this article he presents an early vision for what ECDA could become. In it he outlines a program of activities and strategies of growth. He envisioned ECDA as an offshoot of the Federation of Christian Ministries (FCM). While the relationship did not unfold as he originally imagined it is interesting that all these years later ECDA is an organizational member of FCM. Caporale's entire article can be read by clicking here.

Excerpts from the article:

"To help the church, historically many catholics had to place themselves beyond the purview of hierarchical control, although remaining within the catholic tradition. This is the basic reason for this proposal [to establish an ecumenical Catholic diocese].

"There appears to be a clear need, therefore, to establish an institutional alternative, a church-like organization, characterized by all the features of the institutional catholicism, but at the same time flexible enough to respond to the needs of the people, especially in the four areas considered above [Ecumenism,Sexual Equality, the pastoral imperative, and Marriage as a human institution]."

"I envision a nation-wide, non-territorial church organization such as a diocese, to which priests, religious, disaffected catholics, congregations that are marginally involved with conventional church life, etc. could adhere and through which they could work out the solutions to the issues on which the conventional catholic church has little or no meaningful answers."

Name Change

In 2015 the Ecumenical Catholic Diocese of America and St. Barnabas Mission recognized that we were growing internationally and wanted to reflect a more global perspective in our name. We are in the process of that name change right now to "Good Shepherd Companions, An Ecumenical Catholic Ordinariate."

The name change reflects the centrality of the image of the Good Shepherd in the Early Church as a pastoral community carrying on the mission of Jesus.

The structure of an Ordinariate was chosen because we hope to be recognized as a part of the Universal Catholic Church with a special mission, not a contributer to the divisions of Christianity. We are still awaiting this recognition.

The titles of "Ecumenical" and "Catholic" refer to our desire to reach out and build bridges with all the followers of Christ, restoring the unity in the Spirit which Jesus wants, and recognizing that our roots are in the Cathoic tradition. We welcome our brothers and sisters who were baptized in other Christian traditions, and trust that the Spirit will show us how love can build a unity amid diversity.

Good Shepherd Companions By-Laws Ratified Sept. 10, 2025

https://goodshepherdcompanions.org/i/u/10248597/f/GSC_BYLAWS_Raified_Sept_10_2025.pdfT

ABLE OF CONTENTS:

BYLAWS OF GOOD SHEPHERD COMPANIONS,

AN ECUMENICAL CATHOLIC ORDINARIATE, INC.

ARTICLE I – OFFICES…………………………………………………………………………………… 2

ARTICLE II – ROOTS AND PURPOSE……………………………………………………………. 2

ARTICLE III – DIRECTORS……………………………………………………………………………... 2

MANAGEMENT OF THE CORPORATION…………………………………... 2
ELECTION AND TERM OF DIRECTORS…………………………………….... 3
INCREASE OR DECREASE IN NUMBER OF DIRECTORS…………….... 3
NEWLY CREATED DIRECTORSHIPS AND VACANCIES……………….... 3
REMOVAL OF DIRECTORS…………………………………………………………. 3
RESIGNATION…………………………………………………………………………… 3
QUOROM OF DIRECTORS…………………………………………………………. 4
ACTION OF THE BOARD……………………………………………………………. 4
PLACE AND TIME OF BOARD MEETINGS…………………………………… 4
REGULAR ANNUAL MEETING……………………………………………………. 4
NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT…………… 4
PRESIDENT……………………………………………………………………………….. 4

ARTICLE IV – BOARD OF DIRECTORS…………………………………………………………… 5

ARTICLE V – OFFICERS…………………………………………………………………………………… 5

OFFICES, ELECTION, TERM………………………………………………………… 5
REMOVAL, RESIGNATION, SALARY……………………………………………. 5
PRESIDENT……………………………………………………………………………….. 6
EXECUTIVE VICE PRESIDENT(S)…………………………………………………. 6
ADVISORS…………………………………………………………………………………. 6
TREASURER………………………………………………………………………………. 6
ASSISTANT TREASURER…………………………………………………………….. 6
EXECUTIVE SECRETARY……………………………………………………………... 6
ASSISTANT SECRETARIES…………………………………………………………… 7
SURETIES AND BONDS…………………………………………………………….… 7

ARTICLE VI – CONTRACTS, CHECKS, BANK ACCOUNTS, INVESTMENTS, ETC.… 7

ARTICLE VII – OFFICE AND BOOKS…………………………………………………………………. 7

ARTICLE VIII – MEMBERSHIP……………………………………………………………………….... 8

Types of Members………………………………………………………………………8
Voting Members……………………………………………………………………….. 8
Non-voting Members………………………………………………………………... 8
Annual Attestation………………………………………………………………..….. 8

ARTICLE IX – COMPENSATION, CONTRACTS……………………………………………….… 8

ARTICLE X – FISCAL YEAR…………………………………………………………………………….… 8

ARTICLE XI - CONSTRUCTION AND AMENDMENTS………………………………….……. 8

ARTICLE XII – SEAL……………………………………………………………………………………….… 9

BYLAWS

GOOD SHEPHERD COMPANIONS

AN ECUMENICAL CATHOLIC ORDINARIATE, INC

ARTICLE I- OFFICES

The office of the registered agent of the corporation is located in Flushing, County of Queens, State of New York. The corporation may also have offices at such other places within or outside the State of New York, as the Board of Directors may from time to time determine, or the business of the corporation may require.

The normal day to day operations of the corporation are conducted from the address of the current president.

ARTICLE II – ROOTS AND PURPOSE

We emerge from reform movements within Catholicism: The Second Vatican Council, the Catholic Charismatic Renewal, CORPUS (Core of Reserve Priests United in Service), The Federation of Christian Ministries, CITI (Celibacy is the Issue), the Movement for Married Priests (Married Priests Now!) spearheaded by Archbishop Emmanuel Milingo in the 1980’s and the Movement for Women Priests (The Danube Seven). These dynamic movements constitute our roots, inform our identity, and guide our spirituality.

In this context, the purposes for which this corporation has been established are as follows: To conduct activities which are exclusively charitable, literary and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of February 1954, as the same may be amended from time to time, including, without limitations, to minister to the spiritual and economic concerns of the aged, infirm and the needy, providing services such as social services for the homebound, hospital volunteer services, individual, group and family counseling, prayer, special projects for special needs, to minister to member clergy and laity toward greater spiritual and personal fulfillment, liturgical and prayer activities, ecumenical convocations, biblical education and training, pastoral care and devotional life, ministry development and to provide a stronghold of love and hope and faith via appropriate activities, publications and services. With the approval of the Board of Directors, Good Shepherd Companions may act as a conduit for other non-profit organizations to provide assistance for not-for-profit organizations worldwide.

ARTICLE Ill – DIRECTORS

MANAGEMENT OF THE CORPORATION

The corporation shall be managed by a Board of Directors which shall consist of not less than two (2) Directors and not more than eighteen (18) Directors. Each Director will be at least nineteen (19) years of age.

ELECTION AND TERM OF DIRECTORS

At the annual meeting of the Board of Directors, the Directors shall elect Directors to hold office until the expiration of the term for which he/she was elected and until their: successors have been chosen and shall have qualified, or until their prior resignation or removal.

INCREASE OR DECREASE IN NUMBER OF DIRECTORS

The number of Directors may be increased or decreased by a vote of the majority of all the Directors then in office. No decrease in the number of Directors shall shorten the term of any incumbent Director.

NEWLY CREATED DIRECTORSHIPS AND VACANCIES

The number of Directors and vacancies occurring in the Board for any reason may be filled by a vote of the majority of the Directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his/her predecessor.

REMOVAL OF DIRECTORS

The Board of Directors may remove any Director, for cause, by a simple majority vote of all Directors then in office, at any regular or special meeting of the Board of Directors.

The Board of Directors will initiate the action of removal by informing the Director, in writing, of its intention. The Director has the right to present explanations of his/her actions which have brought forth the removal action. The explanations must be submitted, in writing, to the Board. The Director shall also be given an opportunity to be heard, in person or virtually, by the Board, at the time and place of the regular or special meeting of the Board.

Removal for Cause means termination because of the Director's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty, intentional failure to perform stated duties, willful violation of any federal, state, or local law, rule, or regulation (other than traffic violations), or willful violation of a cease-and-desist order.

Any Director determined to have engaged in personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty, intentional failure to perform stated duties, willful violation of any federal, state, or local law, rule, or regulation (other than traffic violations), or willful violation of a cease-and-desist order, will be held personally liable for and responsible for reimbursement to the organization of any and all legal expenses incurred by the organization as a result of these actions.

RESIGNATION

A Director may resign at any time by giving written notice to the Board, the President, an Executive Vice President or the Executive Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

QUORUM OF DIRECTORS

Unless otherwise provided in the certificate of incorporation, or in these By-Laws, a minimum of 10 board members must be present to consider any transaction of business or any specified item of business. A simple majority of those present shall constitute a quorum for the transaction of business or any specified item of business.

ACTION OF THE BOARD

Unless otherwise required by law, the vote of the majority of the Directors present at the time of the vote, if a quorum is present at such a time, shall be the act of the Board. Each Director present shall have one (1) vote.

PLACE AND TIME OF BOARD MEETINGS

The Board may hold its meetings at the office of the corporation or at such other places, either within or without the State of New York as it may from time to time determine.

REGULAR ANNUAL MEETING

The annual meeting of the Board shall be held by zoom, the first available Wednesday of June, or as soon as possible after that.

NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT

Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President or an Executive Vice President upon three (3) day's notice to each Director either personally or by email; special meetings shall be called by the President, an Executive Vice President, or by the Executive Secretary in a like manner on written request of two (2) Directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him/her.

A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the attending Directors.

PRESIDENT

At all meetings of the Board, the President or, in his/her absence, an acting chairman appointed by the President shall preside.

ARTICLE IV - BOARD OF DIRECTORS

The Board of Directors may appoint from time to time any number of persons as Directors of the corporation, to act either singly or as a committee or committees. Each such Director shall hold office during the pleasure of the Board, and shall have only such authority or obligations as the Board may from time to time determine.

No such Director of the corporation shall receive any salary, compensation or emolument for any service rendered to the corporation by such Director, except that the Board of Directors may reimburse any such service, but only if such reimbursement is authorized by the concurring vote of two thirds of all Directors present at a valid meeting.

ARTICLE V – OFFICERS

OFFICES, ELECTION, TERM

Unless otherwise provided for in the certificate of incorporation the Board may elect or appoint a President, one or more advisors, an Executive Secretary and a Treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided and, each officer shall hold office for the term for which he/she is elected or appointed and until his/her successor has been elected or appointed and qualified.

REMOVAL, RESIGNATION, SALARY

The Board of Directors may remove any Officer, for cause or without cause, by a simple majority vote of all Directors then in office, at any regular or special meeting of the Board.

Removal for Cause means termination because of the Officer's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty, intentional failure to perform stated duties, willful violation of any federal, state, or local law, rule, or regulation (other than traffic violations), or willful violation of a cease-and-desist order.

Removal Without Cause means removal of the Officer other than by Death, Disability, or Removal for Cause.

Any Officer determined to have engaged in personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty, intentional failure to perform stated duties, willful violation of any federal, state, or local law, rule, or regulation (other than traffic violations), or willful violation of a cease-and-desist order, will be held personally liable for and responsible for reimbursement to the organization of any and all legal expenses incurred by the organization as a result of these actions.

In the event of the death, resignation, or removal of an Officer, the Board of Directors, in its discretion, may elect or appoint a successor. Any two (2) or more offices may be held by the same person, except for the offices of President and Executive Secretary.

PRESIDENT

The President shall be the chief officer of the corporation; he/ she shall have the general management of the affairs of the corporation, he/she shall preside at all meetings of the Board and shall see that all orders and resolutions of the Board are carried into effect.

EXECUTIVE VICE PRESIDENT(S)

The Board of Directors will elect one (1) or two (2) Executive Vice President(s) to act in the absence of the President, and to assist the President as appropriate at the direction of the President and/or the Board of Directors.

ADVISORS

During the absence or disability of the President, the appointed advisor shall have all the powers and functions of the President. Each advisor shall perform other duties as the Board shall prescribe.

TREASURER

The treasurer shall have care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the Directors may elect; he/she shall, if required by and ...then duly authorized by the Board of Directors, sign and execute all contracts in the name of the corporation, when countersigned by the President; he/she shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board of Directors and shall he countersigned by the President or an Executive Vice President; he/ she shall at all reasonable times exhibit his/her books and accounts to any Director or member of the corporation upon application at the office of the corporation during ordinary business hours. At the end of each corporate year, he/she shall have an audit of the accounts of the corporation made by a committee appointed by the President, and shall present such an audit in writing at the annual meeting of the Board, at which time he/she shall also present an annual report setting forth in full the financial conditions of the corporation. The Treasurer, upon approval of the Board, shall authorize an Executive Vice President to deposit all monies and endorse all checks, drafts, noted and orders for payments by the Board of Directors. Electronic Signatures are permitted.

ASSISTANT TREASURER

During the absence or disability of the Treasurer, the assistant treasurer, or if there are more than one, the one so designated by the Board, shall have the powers and functions of the Treasurer.

EXECUTIVE SECRETARY

The Executive Secretary shall keep the minutes of the Board of Directors.

He/she shall have the custody of the seal of the corporation and shall affix the same to documents when duly authorized by the Board of Directors. He/she shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the Board of Directors may direct. He/she shall attend to such correspondence as may be assigned to him/her and perform all the duties incidental to this office.

ASSISTANT SECRETARIES

During the absence or disability of the Executive Secretary, or if there are more than one, the one so designated by the Executive Secretary or by the board, shall have all the powers and functions of the Executive Secretary.

SURETIES AND BONDS

In case the Board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such sureties or surety as the Board may direct, conditioned upon faithful performance of his/her duties to the corporation and including the responsibility for negligence and for the accounting for of all property, funds or securities of the corporation which may come into his/her hands.

ARTICLE VI - CONTRACTS, CHECKS, BANK ACCOUNTS, INVESTMENTS, ETC.

The Board of Directors is authorized to select such depositories as it shall deem proper tor the funds of the corporation and shall determine who, if anyone, in addition to the President, shall be authorized in the corporation's behalf, to sign notes, bills, receipts, acceptances, checks, releases, contracts and documents.

The funds of this corporation may be retained, in whole or in part, in cash, or be invested and reinvested from time to time in such property, real, personal or otherwise, or stacks, bonds or other securities, as the Board of Directors in its uncontrolled discretion may deem desirable, with regard to limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments.

Upon the unlikely dissolution of Good Shepherd Companions, any remaining funds must be used to pay off any existing debt and the rest of the funds are to be given to one or more 501(c)3 charitable organizations as chosen by the board.

ARTICLE VII - OFFICE AND BOOKS

The office of the corporation shall be located at such a place as the Board of Directors may from time to time determine.

These records and documents shall be held and maintained by the Executive Secretary: correct books of account of the activities and transactions of the corporation, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-Laws, and all minutes of the members and the Board of Directors.

The Board of Directors shall determine the appropriate treatment of historical records and the backup process for current electronic records.

ARTICLE VIII – MEMBERSHIP

TYPES OF MEMBERS

There shall be two types of members, one voting and one non-voting. Both types may contain both ordained and non-ordained members. Good Shepherd Companions includes lay leaders who may be commissioned by the board to perform sacramental and service functions.

VOTING MEMBERS

The voting membership of the corporation shall consist of the persons on the Board of Directors, There shall be no more than eighteen (18) voting members at any one time.

NON-VOTING MEMBERS

Any person who is genuinely interested in the purposes of the corporation shall, upon: (1) the corporation's acceptance of a complete application for membership; (2) the payment of an initial membership fee in an amount as determined from time to time by the Board of Directors; and (3) the election to the status of non-voting member by a majority of the voting members, be a non-voting member of the corporation.

Continued status as voting and non-voting member shall be conditional on the payment of such annual membership dues as shall be determined from time to time by the Board of Directors.

ANNUAL ATTESTATION

All members, voting and non-voting, are required to annually sign, date and submit, the Good Shepherd Companions Ethics and Professional Practices policy attestation. This can be done on paper or electronically. This will be a requirement for continued membership, sent to the Executive Secretary by January 31 of each year. The president will dialogue with those who have not signed and submitted by the required date, as advised by the Executive Secretary.

On January 1 or as soon thereafter as possible, the Treasurer with the Executive Secretary will send out a notice to all current members that the Dues and Annual Attestation are required by the end of the month of January.

During the March Board Meeting, the Treasurer and Executive Secretary will report on those who have and have not completed this task. The Board will then consider further appropriate actions.

ARTICLE IX - COMPENSATION, CONTRACTS

Any member, Director or officer of the corporation is authorized to receive reasonable reimbursement from the corporation for services rendered to the corporation, when authorized by the Board of Directors.

No member or Director of the corporation may receive compensation merely for acting as a member or Director.

No member, Director, or officer of the corporation shall be interested, directly or indirectly in any contract relating to the operations conducted by it, nor in any contract for furnishing services or supplies to ii, unless the fact of such interest shall have been disclosed or known to the Board of Directors at the meeting at which such contract is so authorized.

ARTICLE X - FISCAL YEAR

The fiscal year of the corporation shall be determined by the Board of Directors.

ARTICLE XI - CONSTRUCTION AND AMENDMENTS

If there be any conflict between the provisions of the Certificate of Incorporation and these By-Laws, the provisions of the Certificate of Incorporation shall govern. The By-Laws may be adopted, amended or repealed by the Board of Directors at any time.

ARTICLE XII - SEAL

The seal of the corporation shall be circular in form and shall bear the name of the corporation as it appears on the Certificate of Incorporation. The form of such seal shall be subject to alteration only by the Board of Directors.