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RESOLUTION ESTABLISHING ZION EVANGELICAL LUTHERAN CHURCH TRUST FUND 1. Zion
Evangelical Lutheran Church, Huron, Ohio has a living endowment of
faithful members with rich gifts and varied talents.
“As each has received a gift, employ it for another, as good
stewards of god’s varied grace whoever renders it by the
strength which god supplies, in order that in everything God may be
glorified.” 1 Peter 1:10-11 2. Now
therefore, in order to establish a permanent Trust Fund
within the church to enable the further growth of Zion Lutheran Church
programs, its ministries and stewardship opportunities: 3. Be
it resolved that the membership of Zion Evangelical Lutheran
Church establish a Trust Fund to receive and administer bequests
estates, insurance, memorials and other assets, to be perpetual and
perpetuating, and, 4. Be
it further resolved that the efforts of Zion Lutheran Church
in establishing the Trust Fund be dedicated to the Glory of Almighty
God, and, 5. Be
it further resolved that the purpose of the Trust Fund is to
enhance the work at the church by establishing new ministries and
stewardship opportunities additional to and apart from the general
operation of the congregation, and, 6. Be
it further resolved
that the membership of Zion Lutheran Church Council at called meetings
decide for what purposes the Trust Fund income is to be used upon the
recommendation of the Trust Fund Committee, and, 7. Be
it further resolved that the Trust Fund Committee shall be
the custodian of the Trust Fund, and, 8. Be
it further resolved
that while the Zion Lutheran Church has every intention of using the
Trust Fund as set forth in these resolutions, it does recognize that
with the passage of time and changing circumstances, there may be a
time when it is not feasible to utilize the Trust Fund as was
intended. Should that situation develop, Zion Lutheran Church
or its successors in interest shall then be free to make such other use
of the income and principle as is consistent with the charitable
purposes of Zion Lutheran Church in accordance with the provisions of
the laws of the state of Ohio, and preserving the principal of those
gifts designated to be perpetual, carrying out the donors wishes. 9. Now
therefore
in order to carry out the purposes of the Trust Fund and to enable the
further extension and stewardship work of Zion Lutheran Church,
10. Be
it further resolved
the committee shall consist of three members, all of whom shall be
voting members of Zion Lutheran Church. Except as herein
limited, the term of each member shall be for three (3)
years. After the adoption of this resolution by the
congregation, it shall elect three (3) members to the Committee for a
term of three (3) years; one for a term of two (2) years; and one for a
term of one (1) year. Thereafter at each annual meeting the
congregation shall elect the necessary number for a term of three (3)
years. No member shall serve more than two consecutive
terms. A partial term shall not be counted for this
purpose. A former committee member may be re-elected after a
lapse of twelve (12) months between their election for a third term and
the completion of their second term. 11. In
the event of a vacancy on the committee, the remaining members by the
affirmative vote shall elect a member to fill the vacancy until the
next annual meeting of the congregation, at which time the congregation
shall elect a member to fill the vacancy. In the event the
vacancy is not filled within thirty (30) days after it occurs, the
congregation shall fill it at a special meeting called for that purpose. 12. The
nominating committee of the congregation shall nominate for this
committee and report at the annual meeting in the same manner as it
does for other offices or committees. Nominations may also be
made from the floor. The person receiving the greater number
of affirmative votes at the annual meeting shall be elected. 13. All
Trust Fund Committee members shall endeavor to maintain a high degree
of communication with the Church Council, and members of the
congregation to nurture the total life and mission of the church and of
the fund. Each committee member must be a member in good
standing of Zion Lutheran Church. A Trust Fund committee
member may not serve concurrently on the Church Council. The
Pastor of the church and the president of the Church Council shall be
ex-offico non-voting members of the Trust Fund Committee. 14. The
Committee shall elect from its membership a chairperson, treasurer, and
secretary. 15. The
committee shall meet at least once every quarter (3 months) at a time
fixed by resolution of the committee and more frequently as it may be
deemed by it for the best interests of the Fund. The special
meetings may be called on twenty four (24) hours written or oral notice
to the members of the committee by the chairperson or any one
member. Each member is charged with knowledge of the contents
of the minute book. If all members are present, consent in
writing to the minutes by a member of the committee shall constitute
their approval of the action reflected in the minutes and taken at the
meeting and shall have the same force and effect as though they had
been present and voting at the meeting reflected by the minutes. 16. A
quorum shall consist of two (2) members. The affirmative vote
of a majority present and voting shall carry any motion or resolution. 17. The
committee shall establish written rules and regulations as may be
necessary for the conduct of its business. It shall adopt
standards and goals to guide in the expenditure of the income from the
Fund which it may amend all within the stated purposes of the Fund. 18. The
Committee shall maintain accounts with such financial institution as it
may by resolution authorize and determine. All checks and
other documents transferring or expending any funds or assets in the
Fund shall be executed by the treasurer and either the chairperson or
the secretary of committee. 19. Any
members of the committee with check signing authority, at the expense
of the Fund, shall provide a corporate fidelity bond in a principal
amount to be determined from time to time by the committee. 20. The
Committee may ask other members of the congregation to serve as
advisory members and may employ, at the expense of the Trust Fund
income, such professional counseling on investments and legal matters
as it deems for the best interest of the Trust Fund. 21. The
Committee shall maintain complete and accurate books of accounts and
may employ such professional help as it deems necessary in this
connection. The books shall be audited annually by a certified public
accountant in time so that such audit report will be on file at the
time of the annual meeting of the congregation. 22. The
secretary shall maintain complete and accurate minutes of all meetings
of the committee and supply a copy thereof to each member within seven
(7) days after the meeting. Each member shall keep a complete
copy of minutes to be delivered to their successor. 23. The
chairperson, or the member designated by the chairperson, shall preside
at all committee meetings. 24. No
member of the committee shall engage in any self dealing or
transactions with the Fund in which the member of the committee has
direct or indirect financial interest and shall at all times
refrain from any conduct in which their interests would conflict with
the interests of the Fund. 25. The
Trust Fund Committee, at called meetings of the congregation, shall
render a full and complete account of the administration of the Trust
Fund during the preceding year. 26. The
Trust Fund Committee may receive funds through gifts, memorials,
bequests, wills, estates, insurance, etc. from any individual or
corporation or organization or from any other source in cash or in
other property acceptable to them. All trusts funds and
property shall be kept and maintained separate, distinct and
independent from the funds and property otherwise belonging to the
church. 26.1
The Trust Fund Committee shall in no event be required to
make physical segregation of the assets of the Trust Fund in order to
conform to the directions of any individual donors, but may establish
separate accounts in its accounting records. 26.2
The Committee is to inform the members of the congregation the purposes
of the Fund, and may periodically arrange for members of the
congregation to meet with professional counselors in the areas of
charitable giving, wills, bequests, insurance, etc. 26.3
All new members of the Trust Fund Committee are to receive a copy of
the Trust Fund format to become acquainted with the function and
purpose of the Fund. 27. In
the administration of this Trust Fund, the Trust Fund Committee shall
have all powers and authority necessary to carry out the purposes of
the Fund, including the following powers and authority on behalf of
Zion Lutheran Church. 27.1 To
take, have hold, sell, exchange, rent, lease, convert, invest,
reinvest, and in all other respects to handle and manage and control
the Trust Fund, or any part thereof, as they in their judgment and
discretion shall deem wise and prudent. 27.2 To
retain any property in the form in which received; to convert and
reconvert the Trust Fund, or any part thereof, into other
kinds and forms of property, real or personal, or mixed; and to invest
or reinvest the Fund or assets herein, or any thereof, as they shall
deem wise and prudent, including in such common or preferred stocks,
bonds, debentures, mortgages, notes or other securities, investments or
property whether real or personal, which they in their absolute
discretion may select or determine, and including, without limitation,
savings deposit of any bank, mutual savings bank, federal home loan
bank or savings and loan associations, or in the Evangelical Lutheran
Church in America Loan Fund, or in any common trust fund, mutual fund,
or any like fund, subject to the usual standards of prudence required
of trustee of similar funds. 27.3 To
receive the income, profits, rents and proceeds of the Trust Fund and
collect and receipt for the same, and pay all administrative and
necessary expenses in connection with it. Expenses are to be
paid form the Trust Fund income. 27.4 To make, execute and deliver all instruments necessary or proper for the accomplishments of the purposes of the Zion Lutheran Church Trust Fund or of any of the foregoing powers, including deeds, bills of sale, transfers, leases, mortgages, assignments,
conveyances, contracts, purchase agreements, waivers, releases and
settlements. 27.5 To
contribute, donate, support or distribute, from time to time, for the
purposes herein stated, such payments for amounts as the Trust Fund
Committee at its discretion shall determine. 28. To
determine what is principal and income according to accounting
procedure. 28.1 To
hold investments in the name of the Zion Lutheran Church Trust Fund on
behalf of the congregation and to sign checks and all other necessary
documents on behalf of the congregation in furtherance of the Trust
Fund purposes. 28.2 To
employ and reasonably compensate from the Trust Fund income,
accountants, agents, and attorneys to assist and advise in the
execution of the Trust Fund, without liability for their omissions. or
neglect, but using reasonable care in their selection, and to rely on
the advice of the persons employed. 28.3 The
Trust Fund Committee shall not be liable for any losses which may be
incurred upon investments of the Trust Fund except to the extent that
such losses shall have been caused by bad faith or gross negligence of
the committee members. No member shall be personally liable
as long as he or she acts in good faith and with ordinary prudence in
discharging the duties of the office. Each committee member
shall be liable only for his or her own willful misconduct or omissions
in bad faith. No committee member shall be liable for the
acts or omissions of any other committee member, or of any accountant,
agent, attorney or custodian with reasonable care. 28.4 The
Trust Fund Committee members shall not receive any compensation, but
may be reimbursed from the income of the Trust Fund for expenses
reasonably incurred. 29. The
congregation may upon recommendation by the Trust Fund Committee decide
when and if any Fund principal, or corpus, shall be used by a
two-thirds (2/3) majority vote of those present at a legally called
meeting of the congregation. This holds true if the
principal, or corpus is ever needed in the event of a catastrophe, or
dire emergency. 30. The
Trust Fund Committee shall supply the Council with sufficient
information to make the best use of the Trust Fund according to its
purposes. 31. The
Trust Fund Resolution may not be altered or amended except by a
two-thirds (2/3) vote of the members present at a called meting of the
congregation for the purpose of amending this resolution. 32. Any gifts to the Trust Fund, as well as all income derived therefrom, shall be used exclusively for religious, charitable and educational purposes with Section 501 (c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United State Internal Revenue Law. This Trust Fund is created and shall be operated exclusively for church purposes. No part of the income or property of this Fund shall inure to the benefit of or be distributable to any member, director, or officer of the church or to any other private person, except that the Trust Fund Committee is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No part of the activities of the Trust fund shall be the carrying on of propaganda or otherwise attempting to influence legislation, and it shall not participate in or intervent in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Not withstanding any other provision of this document, the Trust Fund shall (a) not carry on any activities not permitted to be carried on by an entity exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United State Internal Revenue Law or (b) do any act which
would render contributions to the Trust Fund non-deductible under
Section 170 (c) (2) of the Internal Revenue Code of 1954 or the
corresponding provision of any future United States Internal Revenue
Law. This
Trust Fund may be dissolved in accordance with the laws of the State of
Ohio. Upon dissolution of this Trust Fund, and after the
payment of all liabilities, obligations, costs and expenses incurred by
this Trust Fund, any remaining assets shall be distributed to such
entities organized and operated exclusively for one or more purposes
described in Sections 170 (c) (2) of the Internal Revenue Code of 1954
or the corresponding provision of any future United States Internal
Revenue Law. THIS
TRUST FUND RESOLUTION, accepted by the congregation, via recommendation
by the church Council, at a legally called congregational meeting is
hereby made an Addendum to the Constitution of Zion Evangelical
Lutheran Church and all members are made privy to its contents and uses. Dated
this 17 day of January 1988 ZION
EVANGELICAL LUTHERAN CHURCH COUNCIL By
Edward R.
Schilman (President) By Connie Solberg (Secretary) |