Grace Lutheran Church Foundation

1. PURPOSES. The purposes of this foundation are to:

A. Encourage bequests and gifts which benefit Grace Evangelical Lutheran Church (GELC) and which further its religious and benevolent purposes.

B. To provide opportunities for donors to designate one or more purposes for their gifts and to assure donors that their instructions concerning the use and purposes of their gifts will be followed.

C. To transfer and convey to one or more trustees for management purposes any property or money received and to receive from the trustee or trustees net income, after deduction of reasonable trustee expenses and fees.

D. To exercise prodent and responsible control over the disbursement of the income and principal of the assets of this foundation in accordance with the limitations placed upon their gifts by donors and the provisions of these Bylaws.

2. NO MEMBERS. Grace Lutheran Church Foundation (GLCF) shall have no members.

3. MANAGEMENT. Management of the affairs of GLCF is vested in its Board of Directors.

4. PROGRAM: POLICIES. The program and policies of GLCF shall be adopted by the Board of Directors and may be revised and repealed by the Board of Directors.

5. BOARD OF DIRECTORS. The Board of Directors shall consist of nine directors. Six members of the initial Board of Directors are named in the Articles of Incorporation. Upon organization of this corporation, two of the six initial directors shall be selected by lot to serve three-year terms, two shall be selected to serve two-year terms and two shall be selected to serve one-year terms. Thereafter the Congregation Council of GELC shall appoint members of the Board of Directors for three-year terms to succeed the directors whose terms have expired.

At the first meeting following the annual Congregational meeting, the Congregation Council of GELC shall designate two council or staff members of GELC members of the GLCF Board of Directors which two members shall serve for one year, renewable.

6. VACANCY ON BOARD OF DIRECTORS. When there is a vacancy on the Board of Directors, the Congregation Council shall appoint a director to serve the remainder of the term of the vacant directorship.

7. REMOVAL OF DIRECTORS. A director may be removed from office for cause by a vote of a majority of the Congregation Council of GELC. Absence from three consecutive regular meetings of the Board of Directors may be cause for removal.

8. MEETINGS OF DIRECTORS. The Board of Directors shall meet at least quarterly. The Board of Directors may establish a regular meeting schedule. Meetings held in accordance with a regular meeting schedule, shall require no formal meeting notice. Special meetings of the Board of Directors may be called by the president or by any three members of the Board of Directors upon notice by telephone, U.S. mail, electronic media, or in person, and shall require a notice of at least three days.

9. ELECTRONIC MEETINGS. The Board of Directors may conduct its meetings by electronic or other remote access. The Board shall use its best efforts to maintain accessibility for all members. All reasonable means must be used to authenticate each individual who attends, either member or guest. Determination to hold a given meeting as virtual is by the president. Notice of the intent to hold a virtual meeting shall occur at least 10 days prior to the meeting except in the case of emergency meetings. (See Bylaw 8.)

10. ANNUAL ORGANIZATION MEETING. The annual organization meeting of the Board of Directors shall take place at the first meeting following the annual congregation meeting of GELC. At that organizational meeting, the Board of Directors shall elect the president, secretary and treasurer, each for a one-year term. Officers elected by the Board of Directors shall serve at the pleasure of the Board of Directors and may be removed from office by a 100% vote of the Board, a quorum being present.

11. QUORUM: ACTION BY DIRECTORS. A quorum of the Board of Directors shall consist of five members. The affirmative vote of the majority of the Board of Directors, a quorum being present, is sufficient to pass any measure before the Board of Directors. The Board of Directors may adopt rules for the conduct of its proceedings. Each director shall have one vote on each question coming before the Board of Directors.

12. OFFICERS. The officers of this corporation shall be a president, a secretary, a treasurer and such other officers as are determined from time to time by the Board of Directors. The president and secretary shall be members of the Board of Directors. A person may hold only one of the following offices at any given time: president, secretary, treasurer. Other officers may be but are not required to be members of the Board of Directors. Officers who are not members of the Board of Directors are entitled to attend directors' meetings and to participate in discussions at those meetings, but shall not vote on matters before the Board.

13. PRESIDENT. The president shall serve as chair of the Board of Directors. The president shall prepare the agenda for all meetings of the Board of Directors and shall have the same right tas all other directors to propose motions, to second motions and to vote. In the event that the chair position is vacated, the Board of Directors shall elect a new chair at its next regularly scheduled meeting, or at a special meeting called for this purpose.

14. SECRETARY. The secretary shall keep and distribute all minutes, and records and documents of the corporation, except for those records and documents required to be kept by the treasurer. The secretary of the Board shall act as the President Pro Tempore in the absence of the president.

15. TREASURER. The treasurer shall be responsible for the receipt and disbursement of cash funds of the corporation. The treasurer shall keep all financial records of the corporation necessary to demonstrate easily and conveniently the corporation's accountability for the receipt and disbursement of cash funds, including those cash funds received from donors for transfer to designated investment trustees, and those funds received from investment trustees for disbursement to designated recipients. The treasurer shall retain for the corporation and distribute to members of the Board of Directors and the Congregation Council of GELC regular reports of the trustee or trustees selected by the Board of Directors to manage the assets of this corporation. The treasurer shall be responsible for the development and annual presentation of an operating budget to, and approval by, the Board of Directors.

16. COMPENSATION. No director or officer of this corporation shall receive any compensation for services to this corporation.

17. COMMITTEES. The Board of Directors may organize itself into committees. Committees may include persons who are not directors. All committees shall report their work and findings to the Board of Directors in timely fashion. All committees shall serve at the discretion of the Board of Directors.

18. AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS. The Articles of Incorporation of this corporation may be amended only by affirmative vote of three-fourths of the number of directors authorized by Bylaw 5. with the approval of the Congregation Council of GELC. The Bylaws of this corporation may be amended only by the affirmative vote of two-thirds of the number of members at an official meeting of the Congregation Council of GELC, a quorum being present. No amendment of either the Articles of Incorporation or Bylaws of this corporation may be adopted which will have the effect of losing for the corporation its eligibility for exemption from federal or Oregon income taxes. No amendment of either the Articles of Incorporation or the Bylaws of this corporation may be adopted which will have the effect of changing the provisions, conditions or instructions of a donor to this foundation, OR changing the qualifications of the fiduciaries or the methods of managing and investing the assets and income of this foundation OR changing the requirement that active management and investment of assets of this foundation must be handled by one or more trust companies authorized to engage in the business of acting as a fiduciary in the State of Oregon.

19. STATEMENT OF POLICY. When any money or property is given to this foundation to be held in trust and administered upon specific provisions, conditions or directions set forth in the Deed of Gift or similar instrument, it will be the policy of this corporation in every instance to manage, control and administer the gift strictly in accordance with the provision, conditions and directions set forth by the donor.

Grace Lutheran Church Foundation, acting through its Board of Directors, reserves the right to reject any gift.

Rev. March 14, 2000
Rev. GLCF October 2006; GELC Council November 2006
Rev. GLCF November, 2020; GELC Council July, 2022