Grace Lutheran Church Foundation
1. PURPOSES. The purposes of this foundation are to:
A. Encourage bequests and gifts which benefit Grace Evangelical Lutheran Church and which further its religious and benevolent purposes.
B. To allow givers to designate one or more purposes for their gifts and to assure givers 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 exclusive 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 givers and the provisions of these Bylaws.
2. NO MEMBERS. Grace Lutheran Church Foundation has no members.
3. MANAGEMENT. Management of the affairs of Grace Lutheran Church Foundation is vested in its Board of Directors.
4. PROGRAM: POLICIES. The program and policies of Grace Lutheran Church Foundation shall be adopted by the Board of Directors and may be revised and repealed by the Board of Directors.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 Grace Evangelical Lutheran Church shall appoint members of the Board of Directors for three-year terms to succeed the directors whose terms have expired.
The Congregation Council of Grace Evangelical Lutheran Church shall designate two offices of Grace Evangelical Lutheran Church whose office holders shall be ex-officio members of the Board of Directors. Ex-officio members shall be voting members of the Board of Directors and shall be eligible to serve as officers of this corporation.
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 by a vote of a majority of the Congregation Council of Grace Evangelical Lutheran Church. Absence from three consecutive regular meetings of the Board of Directors is 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 and for meetings held in accordance with the regular meeting schedule, no formal meeting notice is required. 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, or in person.
9. QUORUM: ACTION BY DIRECTORS. A quorum of the Board of Directors consists of five members. The affirmative vote of a majority of a quorum 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, whether appointed by the Congregation Council or an ex-officio director, shall have one vote on each question coming before the Board of Directors.
10. 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. One person may hold only one of the following offices at one 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.
11. ANNUAL ORGANIZATION MEETING. The annual organization meeting of the Board of Directors shall take place in the month following the annual congregation meeting of Grace Evangelical Lutheran Church. At that organization 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.
12. PRESIDENT. The president shall be the chairman 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 to propose motions, to second motions and to vote as other directors.
13. SECRETARY. The secretary shall keep all minutes and records of the corporation, except for those records required to be kept by the treasurer.
14. 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 Grace Evangelical Lutheran Church regular reports of the trustee or trustees selected by the Board of Directors to manage the assets of this corporation.
15. COMPENSATION. No director or officer of this corporation shall receive any compensation for services to this corporation as officer or director.
16. COMMITTEES. The Board of Directors may organize itself into committees. Committees may include persons who are not directors.
17. 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 Grace Evangelical Lutheran Church. The Bylaws of this corporation may be amended only by the affirmative vote of two-thirds of the number of members of the Congregation Council of Grace Evangelical Lutheran Church. 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, 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.
18. 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