Genealogical Forum of Oregon, Inc.
Endowment Fund Operating Plan
I. Definitions
1.1 "Assets” may be used interchangeably with "funds" and is defined in Article 1.7.
1.2 "Board" means the duly constituted Board of Directors of the Genealogical Forum of Oregon, Inc.
1.3 "Capital Gain" means the increase in the value of an asset held by the Endowment Fund between the time of its acquisition and the time of its measurement, sale, or other transfer.
1.4 "Committee" means the duly constituted Endowment Committee of the Forum.
1.5 "Endowment Fund" means the Endowment Fund of the Genealogical Forum of Oregon, Inc., and includes all funds which are, should be, or were intended to be held and maintained as an endowment.
1.6 "Forum" means the Genealogical Forum of Oregon, Inc.
1.7 "Funds" and "assets" may be used interchangeably, and mean all assets or property, of every kind and nature, including real property, personal property, property of mixed characteristics, intangible property, and any and all rights in property.
1.8 "Income" means all increments earned by principal contained in the Endowment Fund, excluding "capital gains" which are treated in separate and specific fashion in Article 5.10.
1.9 "Manager" means the person, committee, entity or aggregate charged with the investment, oversight, management and administration of the Endowment Fund of the Forum.
1.10 "Plan" means this Genealogical Forum of Oregon, Inc. Endowment Fund Operating Plan.
1.11 "Principal" means all funds received as a donation by the Forum, the Committee, the Manager or anyone else acting for or on behalf of the Forum for the Endowment Fund.
1.11.1 "Principal" includes all such funds given and intended as endowment funds, or funds with restricted uses.
1.11.2 The Board may direct assets as principal to the Endowment Fund for unrestricted uses, as amplified in Article 2.3.
II. Recitals
2.1 The Forum has heretofore established and maintained an Endowment Fund authorized by By-Law Article IX.
2.2 The purpose of the Endowment Fund is, and always has been, the maintenance of trust funds acquired by the Forum in perpetuity, designed to retain and augment the principal and to use the income for Forum purposes and operations.
2.2.1 Endowment Funds are separate from, and do not include, "Restricted Funds" which are defined and delineated under Article 2.5.
2.3 Without limitation, the sources of the Endowment Fund include:
2.3.1 Forum Life Membership payments;
2.3.2 Discretionary payments by the Board to the Endowment Fund as part of the Forum Hall of Fame program;
2.3.3 Donations to the Endowment Fund by Forum members and other donors;
2.3.4 Discretionary transfers by the Board to the Endowment Fund;
2.3.5 Earnings, including capital gains, of endowment funds, consistent with Article 5.10;
2.3.6 All other funds, of every kind and nature, labeled and/or intended by the donors or the Board to be held and treated as endowment funds.
2.4 The Board has determined that the Forum should enact this written Endowment Fund Operating Plan which, among other things, will achieve the following beneficial effects:
2.4.1 Organize and record the rules under which the Endowment Fund has been and will be administered;
2.4.2 Provide written guidelines for prudent management and augmentation of the Endowment Fund;
2.4.3 Explain the operating procedures so as to answer questions and allay misconceptions about the Endowment Fund;
2.4.4 Assure compliance with generally accepted accounting principles.
2.4.5 Assure compliance with all controlling federal, state and local laws;
2.4.6 Encourage donors to contribute to the Endowment Fund so as to eventually endow the Forum in perpetuity.
2.5 "Restricted Funds" are assets donated or transferred to the Forum, not intended as Endowment Fund assets, but upon which the donor or transferor places one or more limitations as to use.
2.5.1 The Forum will maintain restricted funds in separate accounts and account for them independently where appropriate, and as nearly as possible, will adhere to the donor/transferor's limitations and intent in the use and application of those assets.
2.5.2 Restricted funds are not assets under this Plan and not part of the Endowment Fund.
2.5.2.1 Where the use sought or intended by the donor or transferor is not available or becomes impossible of achievement, restricted funds may, at the discretion of the Board, be transferred into the Endowment Fund. In such instances, the restricted funds will lose their restricted status and limitations and become part of the common Endowment Fund.
2.5.2.2 Where the use sought or intended by the donor or transferor is not achieved or is frustrated, and ten (10) years pass from the date of the gift or transfer, the Board shall make a determination whether to retain the asset as restricted funds, to transfer it to the Endowment Fund, or to use it for the general purposes of the Forum.
III. Recognition of Establishment of Endowment Fund
3.1 The Endowment Fund has been in continuous existence since 1987.
3.2 All funds, of every kind and nature, which are or should be currently included and managed as endowment funds are hereby transferred into and made a part of the Endowment Fund.
3.3 All gifts, bequests, and donations made to the Forum for endowment purposes, and all undistributed earnings of every kind and nature therefrom, except as modified by Article 5.10, do and shall constitute the Endowment Fund.
3.4 The Endowment Fund shall be managed in accordance with this Endowment Fund Operating Plan.
3.4.1 The Board shall be ultimately responsible for the administration, management, investment, safekeeping and use of the Endowment Fund.
3.4.2 The Committee shall be independent of the Board; shall be responsible for the investment, management, and oversight of the Endowment Fund; and shall report to the Board as provided in this Plan. The Committee shall exercise all functions with relation to the Endowment Fund as may be set forth in this Plan and/or as may be delegated to it by the Board.
IV. Governing Conditions of the Endowment Fund
4.1 The Endowment Fund shall be perpetual.
4.2 Inclusion of gifts, bequests, and assets in the Endowment Fund shall not destroy or override any essential character bestowed upon any particular funds or contributions as to use, entitlement, guidelines or restrictions.
4.2.1 The Committee, subject to the veto of the Board, shall have the power to reject at the time of the proposed gift or bequest any funds which are restricted or characterized in a manner that would not fit the purposes and meet the guidelines of this Plan and the Endowment Fund. The Committee's power in this regard is discretionary, and shall not be overridden absent an abuse of that discretion.
4.2.2 All Endowment Fund assets shall be held in the name of Endowment Fund of the Genealogical Forum of Oregon, Inc. and shall be segregated from general and other funds belonging to the Forum; all Endowment Fund assets shall be accounted for in separate fashion in accordance with this Plan.
4.3 The Committee, the Manager, and the Board shall exercise prudent and conservative stewardship of the Endowment Fund. In addition, they shall be bound by this Plan.
4.4 No Endowment Fund assets shall be withdrawn, transferred or disbursed in any manner without two authorized signatures: one signature shall be that of the President of the Forum, and the other signature shall be that of any other current member of the Committee except the person then serving as the Financial Secretary.
4.5 Permissible use of principal, income, and capital gains:
4.5.1 The principal of the Endowment Fund shall be retained in perpetuity and shall not be used or invaded by anyone except as permitted by Article 4.5.2.
4.5.2 The Committee, subject to the approval of the Board, may loan up to a total of 10% of the assets of the Endowment Fund (measured by current market value) to the Forum for the purpose of purchasing assets for and in the name of the Forum if those assets have a ready market and can be then liquidated for an amount not less than the remaining principal of the loan. This percentage limitation shall not apply to any loan made to purchase real property for use as a Forum home or headquarters.
4.5.2.1 Any such loan shall be memorialized by a formal promissory note, duly executed by the appropriate Forum officers, and by all other legal formalities customary in the ordinary course of commercial transactions, and shall bear interest at least double the current earned rate of interest on insured bank accounts readily available to individuals or charitable entities in the City of Portland.
4.5.2.2 In the case of such a loan, the rate in 4.5.2.1 shall be determined by comparing the then current rates available to individual or charitable entity depositors in the City of Portland; this computation will be made by selecting the lowest rate paid from the following lenders [or their successors]: United States National Bank of Oregon; First Interstate Bank; Bank of America/Oregon; Key Bank Oregon.
4.5.2.3 The term of any such loan shall not exceed seven (7) years in the ordinary course of events; the loan may be renegotiated to exceed this term only under extraordinary circumstances. The limitation on the term of years shall not apply to any loan made to purchase real property for use as a Forum home or headquarters.
4.5.2.4 No loan shall be forgiven.
4.6 The purpose and the intent of the Endowment Fund is, and has always been, to retain the principal intact and earning in perpetuity, and to use only income and not principal for ongoing Forum operations.
4.6.1 The Committee shall transfer the income earned by the Endowment Fund available to the Board annually, on or before the 14th of April of each year.
4.6.1.1 Consistent with Article 4.4, any check, draft, or other transfer of Endowment Funds may be made only with two authorized signatures, that of the President of the Forum and of one other member of the Committee; the latter signature shall not be that of the Financial Secretary.
4.6.2 The Board shall determine the use of this annual income according to the Forum By-Laws.
4.7 To the extent legally permissible, the Endowment Fund is to be treated as a separate trust, not liable for the general debts, liabilities, or obligations of the Forum.
V. The Committee
5.1 There is established the Endowment Committee of the Genealogical Forum of Oregon, Inc., sometimes referred to in this Plan as the "Committee".
5.1.1 The Committee shall consist of five (5) current members of the Forum.
5.1. 2 In addition, the President, the Treasurer, and the Chairman of the Budget Finance Committee of the Forum shall serve as ex officio members of the Committee.
5.1.3 Members of the Committee are to be selected for staggered terms to assure continuity of management and representative administration.
5.2 Selection of Committee Members.
5.2.1 Two of the Committee members noted in Article 5.1.1 shall be chosen by the Forum President, one for a one (1) year term, the other for a two (2) year term.
5.2.2 (there is no 5.2.2)
5.2.3 Three of the Committee members noted in Article 5.1.1 shall be nominated from the floor at the time the slate of Forum officers is presented, and shall be elected by the membership of the Forum at the election.
5.2.3.1 The Forum nominating committee shall not be responsible for nominating Committee members.
5.2.3.2 At the 1993 election, one Committee member (Class A) will be elected for a five (5) year term; one Committee member (Class B) will be elected for a four (4) year term; and one Committee member (Class C) will be elected for a three (3) year term.
5.2.3.3 At the next election when a vacancy appears, and thereafter, any and all elected Committee members shall be elected for three (3) year terms.
5.2.4 No member shall serve more than two (2) consecutive three (3) year terms, except that the initial Class A member may serve a consecutive five (5) and a three (3) year term, and the initial Class B member may serve a consecutive four (4) and a three (3) year term.
5.2.4.1 After the passage of one calendar year, a former member who has served two consecutive elected three year terms may be elected to serve again.
5.3 Replacement and removal of a member from the Committee at any time between annual meetings of the Forum shall take place as provided by the By-Laws of the Forum.
5.4 The Committee shall elect annually from its membership a chairman, a financial secretary, and a recording secretary, each to serve for one year and until his/her successor is chosen and qualified.
5.4.1 The chairman shall preside over all committee meetings, and shall possess powers of appointment and all powers normally accorded to a chairman in similar instances.
5.4.2 The financial secretary shall maintain the account books and records of the Committee, the Plan, and the Endowment Fund in current status.
5.4.3 The recording secretary shall record and maintain complete and accurate minutes of all Committee meetings; shall promptly deliver a copy of all minutes as prepared to the chairman, the Forum President, and the Forum corporate secretary; and shall maintain faithfully all other written records of the committee which are outside the scope of the financial secretary's records and books of account.
5.4.4 A quorum consists of three (3) members of the Committee, and may include the Chairman.
5.4.5 A majority of members present and voting shall carry any motion or resolution.
5.5 The Committee shall meet at least quarterly. At each such quarterly meeting, the Committee shall review the books and records of the Endowment Fund, consider the propriety of the assets in which the Endowment Fund is invested, and engage in general oversight of the Endowment Fund.
5.5.1 The Committee, through its financial secretary, shall report monthly on the status of the Endowment Fund to the Board, by providing an oral or written statement to the Board of (a) the beginning balance, (b) any additions, and (c) the ending balance of the Endowment fund.
5.5.2 The Committee, through its Chairman or its Financial Secretary, shall report quarterly on the Endowment Fund to the Board.
5.6 The Committee, and its individual members, shall not be liable for any losses incurred in the Endowment Fund, or for any other act or omission, if it and/or they act in good faith and without willful misconduct, bad faith, or gross negligence.
5.6.1 No member of the Committee shall be jointly and severally liable for the acts of fellow Committee members; each member shall be liable, if at all, solely for his/her own willful misconduct, bad faith, or gross negligence.
5.7 No member of the Committee, during the time of his/her term of service on the Committee, shall enter into any transaction with or concerning the Endowment Fund, vote on or encourage a position in or about any matter in which he/she has any personal financial or other interest, or in any manner engage in any self-dealing or other breach of fiduciary duty with respect to the Endowment Fund.
5.7.1 No member of the Committee, during the time of his/her term of service on the Committee, shall vote on or encourage a position in or about any matter where the member knowingly occupies a position commonly referred to as a "conflict of interest."
5.7.2 Any member possessing an actual or likely "conflict of interest" shall affirmatively disclose the same in detail to the chairman and all other Committee members, and shall abstain from participating in discussion about, or voting upon, the conflicting issue.
5.8 Subject to the veto of the Board in accordance with the Forum By-Laws, the Committee shall appoint a Manager of the Endowment Fund.
5.8.1 Neither the Committee nor any member thereof shall be liable for the acts or omissions of the Manager unless the Committee and/or member(s) acted willfully, in bad faith, or with gross negligence in carrying out their duties.
5.9 The Committee may secure expert legal, investment, accounting/auditing or other advice as it deems necessary, subject to the prior affirmative approval of the Board.
5.10 The Committee shall determine which increments constitute principal and which constitute income by the application of generally accepted accounting principles and standards. In making this determination, the Committee shall make an equal division between principal and income in those cases where the generally accepted accounting principles and standards are unclear, and in the specific instance where a donated asset has been sold at a price which produces a long term capital gain as then currently defined by the internal revenue laws of the United States.
5.11 From time to time, the Committee shall prepare and propose to the Board plans for encouraging bequests and gifts to the Endowment Fund, and to the Forum generally.
5.11.1 The Committee shall inform the membership of the Forum about, and encourage donations to, the Endowment Fund, and shall report to the membership at each annual meeting, and at such other times as the Board may request or the circumstances may require.
VI. The Manager
6.1 The Committee may appoint an individual, aggregate, or entity as Manager of the Endowment Fund under such terms and conditions as it deems fit, consistent with the purposes of this Plan.
6.1.1 The Committee, in its discretion, may appoint itself as manager of the Endowment Fund.
6.2 The Manager shall serve at the pleasure of the Committee and, subject to the affirmative approval of the Board, may be discharged at any time, with or without notice, with or without cause.
6.3 Subject to the approval, review and oversight of the Committee, the Manager may invest and account for the Endowment Fund, and provide financial advice to the Committee.
6.3.1 The Manager shall act with the skill and prudence of a fiduciary required by Oregon law, shall obey all applicable federal, state, and local laws, and shall manage the Endowment Fund in the same manner as a reasonable person would manage the most important affairs of his/her business.
6.3.2 The Committee, subject to the review by, and responsibility of, the Board, as set forth in Article 3.4, shall be and remain responsible for the investment and management of the Endowment Fund.
VII. Amendment, Choice of Law, Liquidation
7.1 Any amendment to this instrument after its adoption shall take place after recommendation by the Committee and approval by two-thirds vote of the Board.
7.2 This instrument shall be interpreted pursuant to the laws of the State of Oregon.
7.3 In the event of liquidation or dissolution of the Forum, any principal and/or income remaining in the Endowment Fund shall be distributed according to the By-Laws of the Forum, and shall be transferred with the Forum collection and used to maintain that collection.
