By-laws of the Northwest Endowment Fund

Northwest Unitarian Universalist Congregation

Endowment Fund Charter

Amended December 7, 2003

Background

The Northwest Unitarian Universalist Congregation approved the following resolution at its congregational meeting on May 5, 2002.

AMENDMENT TO CONGREGATIONAL BYLAWS, ARTICLE X, SECTION 1

vii An ENDOWMENT COMMITTEE (hereafter called the COMMITTEE) consisting of  five (5) members, all of whom shall be voting members of the Northwest Unitarian Universalist Congregation and elected by the Congregation. These five (5) members would serve on the COMMITTEE for a period of three (3) years with the intention of having a staggered rotation of new committee members.  None shall serve for more than two consecutive three-year terms. After a lapse of one (1) year, former COMMITTEE members may be re-elected.  The minister and the President-Elect of the Board of Trustees shall be advisory members of the COMMITTEE.

The COMMITTEE shall:

a. be the custodian of the Endowment Fund, to be known as the THE NORTHWEST UNITARIAN UNIVERSALIST CONGREGATION ENDOWMENT FUND (hereafter called the FUND).
b. administer the FUND according to its charter (to be approved and amended by the congregation by a 2/3 vote).

*To attain this staggered rotation the initial committee members will serve as follows: two (2) for a term of three (3) years; two (2) for a term of two (2) years and one (1) for a term of one (1) year.

Purpose

The purpose of the FUND is to enhance the mission of Northwest Unitarian Universalist Congregation apart from the general operation of the congregation. Distributions from the FUND shall not be used for the annual operating budget of the congregation except in particular, temporary, difficult circumstances, and shall be made as outlined below:

  1. A distribution shall be approved by a two-thirds (2/3) vote of members present at a legally called meeting of the congregation. A quorum for the meeting shall consist of 20% of the membership of the congregation pursuant to Article IV, Section 3 of the congregation bylaws.
  2. A distribution for the annual operating budget, if approved, shall be made with the intention that the congregation repays the amount of the distribution.
  3. The terms of the repayment shall be specified at the time of distribution.
  4. The distribution shall be repaid prior to any additional operating budget distribution.

Except when specifically authorized otherwise in the terms of a special distribution, distributions from the FUND will be made annually at the beginning of the calendar year or at such other times as deemed necessary, in amounts not to exceed a total of 5% of the fair market value of the FUND as of the end of the previous calendar year.

The COMMITTEE shall be the custodian of the FUND:

The following Plan of Operation sets forth the administration and management of the FUND.

PLAN OF OPERATION

The Endowment Committee

The COMMITTEE shall consist of five (5) members, all of whom shall be voting members of Northwest Unitarian Universalist Congregation.  Except as herein limited, the term of each member shall be three (3) years.  The minister and the President-elect of the Board of Trustees shall be advisory members of the COMMITTEE.

No member shall serve more than two consecutive three-year terms.  After a lapse of one (1) year, former COMMITTEE members may be re-elected.

The Board of the congregation shall nominate new members for the COMMITTEE at the annual congregational meeting in the same manner as for other offices and committees.  In the event of a vacancy on the COMMITTEE, the Board shall appoint a member to fill the vacancy until the next annual meeting of the congregation, at which time the congregation shall elect a member to fulfill the term of the vacancy.

The COMMITTEE shall meet at least quarterly, or more frequently as deemed by it to be in the best interest of the FUND.  A quorum shall consist of three (3) members.  A majority present and voting shall carry any motion or resolution.  The committee shall elect from its membership a chairperson, financial secretary and recording secretary.  The chairperson, or member designated by the chairperson, shall preside at all committee meetings.

The recording secretary shall maintain complete and accurate minutes of all meetings of the COMMITTEE and supply a copy thereof to each member of the COMMITTEE.  Each member shall keep a complete copy of minutes to be delivered to her or his successor.  The then serving at-large board member shall also supply a copy of the minutes to the Board of Trustees.

The financial secretary shall maintain complete and accurate books of accounts for the FUND. The financial secretary shall sign all checks payable from the FUND in amounts no greater than $250.00.  Any checks payable from the FUND in amounts greater than $250.00 will require two (2) COMMITTEE member’s signatures.

The COMMITTEE shall report to the congregation at the annual congregational meeting the activity of the FUND for the prior calendar year and distributions from the FUND for the current calendar year to date.  The activity report shall include (but is not limited to) the following information for the previous calendar year: the beginning balance of the FUND, all contribution additions to the fund, all interest, dividend and investment earnings/losses of the fund, all expenses of the fund, all FUND distributions and the ending balance of the FUND.

The COMMITTEE may request other members of the congregation to serve as advisory members and, at the expense of FUND (taken from the annual distribution amount OR undistributed capital appreciation), may provide for such professional counseling on investments, accounting or legal matters as it deems to be in the best interest of the FUND.

Members of the COMMITTEE shall not be liable for any losses, which may be incurred upon the investments of the assets of the FUND except to the extent that such losses shall have been caused by bad faith or gross negligence.  No member shall be personally liable as long as she or he acts in good faith and with ordinary prudence.  Each member shall be liable only for his/her own willful misconduct or omissions and shall not be liable for the acts or omissions of any other member.  No member shall engage in any self dealing or transactions with the FUND in which the member has direct or indirect financial interest and shall at all times refrain from any conduct in which her or his personal interests would conflict with the interests of the FUND.  Any member of the COMMITTEE who shall engage in purposeful misconduct, omissions or fail to fulfill her or his duties for a period of more than six (6) months, may be removed from the COMMITTEE by a two-thirds (2/3rds) vote of the members present at a legally called meeting of Northwest UU Congregation.

All assets are to be held in the name of the Northwest Unitarian Universalist Congregation Endowment Fund

Recommendations to hold, sell, exchange, rent, lease, transfer, convert, invest, reinvest, and in all other respects to manage and control the assets of the FUND, including stocks, bonds, debentures, mortgages, notes or other securities, as in their judgment and discretion they deem wise and prudent are to be made by the COMMITTEE; with subsequent execution by the delegated member of the COMMITTEE.

Distributions

The Committee shall abide by and keep a record of the terms and restrictions of all gifts to the FUND and shall determine what is principal and income according to accepted accounting procedures.  As per the Congregation’s bylaws, the Endowment Fund will receive all unrestricted gifts and gifts designated to the Endowment Fund which are given to the Northwest Unitarian Universalist Congregation.

Lifetime and testamentary unrestricted gifts to the FUND shall be unrestricted.  Except for the payment of the FUND’s operating expenses, gifts to the FUND shall accumulate until a fair market value of $100,000 is achieved, after which distributions may commence.”.  However, should the fair market value of the FUND subsequently decline to less than $100,000.00, distributions shall be made only upon a two-thirds (2/3rds) majority vote of approval of members present at a legally called meeting the congregation.

Distributions from the FUND shall be made annually at the start of the calendar year and at such other times as deemed necessary and/or feasible to accomplish the following purposes:

  • For outreach into the community, including, but not limited to, grants to UU camps and conference centers, theological schools, social service agencies or institutions to which this congregation relates, and to special programs designed for those persons in our community who are in spiritual and or economic need;
  • For scholarships or grants to members of Northwest UU Congregation for the purpose of attending UU-related leadership conferences; or such other training which enables members of this congregation to grow in faith and service to Unitarian Universalism;
  • For the wider mission of the UUA at home and overseas, including but not limited to, grants to the UUA for new church development, professional leadership, educational ministries, world mission, and capital financing; and
  • For the physical plant of Northwest UU Congregation, such as, but not limited to seed money, for capital improvements or renovations, or debt reduction.

Programs for support shall be submitted to the COMMITTEE for funding by October 31 of each year.  Special application for extra-ordinary programs may be submitted at any time for the consideration by the committee.

Amending the Resolution

Any amendment to this resolution, which will change, alter or amend the purpose for which the FUND is established shall be adopted by a two-thirds (2/3rds) vote of the members present at a congregational meeting that includes in its agenda an item specifically for the purpose of amending this resolution.

Disposition or Transfer of FUND

In the event Northwest Unitarian Universalist Congregation ceases to exist either through merger or dissolution, disposition or transfer of the FUND shall be at the discretion of the Board of Trustees in conformity with the approved congregational constitution and in consultation with the Unitarian Universalist Association.  Consultation with the Association may also be desirable for continuation of Northwest Unitarian Universalist Congregation Endowment Fund obligations to grantors of gifts.

ADOPTION OF CHARTER

This resolution, recommended by the Board of Trustees and accepted by the congregation at a legally called congregational meeting, is hereby adopted.

Northwest Unitarian Universalist Congregation