CHARTER
The Real Property Fund
A Capital Improvements Endowment
ALL POWERS, AUTHORITIES, AND DIRECTIVES UNDER THIS CHARTER SHALL BE AND SHALL REMAIN SUBJECT TO THE SUPERVISION AND APPROVAL OF THE BOARD, OR ITS SUCCESSOR, PURSUANT TO THE DULY ENACTED BY-LAWS THEREOF AS MAY BE AMENDED FROM TIME TO TIME.
A. MISSION: The Fund shall be maintained as an Endowment Fund to be used as occasion may require in the purchase of improved or unimproved real estate or financing the erection of, permanent improvements to, or major repairs to the church property.
B. TRUSTEES: The following five persons shall serve as Trustees of the Fund:
1) The member of the Marquette Unitarian Universalist Congregation (“MUUC”) Board of Trustees (“the Board”) with responsibility for finances, and
2) The member of the Board with responsibility for real property; and
3) Three non-Board MUUC members elected as Fund Trustees for three year terms.
4) Election of Fund Trustees:
a) At the first congregational meeting after adoption of this Charter by the Board and approval of the congregation of any necessary enabling By-Law changes, one such member shall be elected for a term commencing immediately after such election and ending on the next following June 30; a second member shall be elected for a term commencing immediately after such election and ending on the second following June 30; a third member shall be elected for a term commencing immediately after such election and ending on the third following June 30.
b) In subsequent years, one Fund Trustee shall be elected at the MUUC Annual Meeting, as defined in the MUUC By-Laws for a three-year term to commence at the beginning of the next fiscal year.
c) If any Fund Trustee shall for any reason be unable to so serve, or find it necessary to resign, the vacancy shall be filled as follows:
i) If the vacancy is either of the Board members set forth in B(1) or B(2). above (or if they are the same person), the Board shall appoint one its other members to serve as Fund Trustee;
ii) If the vacancy is one of the Trustees set for in B(3), B(4) or B(5) the Board shall appoint a non-Board MUUC member to fill the remainder of the term, provided however, that at the next congregational meeting such appointment shall be confirmed by the congregation or a different non-Board member shall be elected by the congregation to fill the remainder of the term..
5) No Trustee shall serve more than six consecutive years, except if the years in excess of six are because the individual is a member of the Board responsible for finances or real property.
C. INVESTMENT OBJECTIVES: The Trustees shall invest the Fund to maximize return within reasonable and prudent levels of risk, taking into consideration the total investment position of MUUC, the expected timing of disbursements from the Fund and pledged contributions to the Fund.
D. INVESTMENT GUIDELINES: The Trustees shall maintain an appropriate asset allocation that is compatible with the investment objectives and the spending policy set out herein. Specifically, the Trustees shall invest the funds according to the following guidelines:
1) Mutual funds shall constitute no more than sixty percent (60%) of the total assets of the Fund at any time. Such mutual funds shall consist of broadly diversified general equity funds, which are not sector funds and are not funds having undue concentrations, and no more than twenty-five percent (25%) of the said mutual funds shall be invested in foreign securities.
2) FDIC insured deposits, investment grade bond funds, U.S. treasury instruments, cash and secure money market funds shall constitute the remainder of the Fund investments.
3) The Trustees shall not be permitted to commingle the Fund’s assets with other assets of the church.
4) The Trustees shall make all investment decisions based on long-term considerations and shall specifically not attempt to time short-term market movements.
5) Contributions to the Fund may be received in any form. The Fund Trustees will sell all non-cash contributions as soon as practicable and invest the proceeds pursuant guidelines set forth in this Charter.
E. SUBACCOUNTS: Three subaccounts shall be maintained as follows:
1) Monies allocated to the Purchase and Initial Refurbishing of the property (hereinafter call the “M-28 Meetinghouse”) located at 1510 M-28 E, Marquette, MI 49855 (“Purchase Account”) shall consist of:
a) All amounts in the building fund at the time this Charter is adopted by the MUUC Board;
b) Subsequent contributions to this Fund made pursuant to the 2006 building fund campaign; and
c) Additional contributions to this Fund specifically designated by the donor to relate to the purchase and initial refurbishing of the M-28 Meetinghouse; less
d) Amounts set aside under provisions of Section E(2) below.
2) Funds allocated to Major Repairs (“Major Repairs Account”) shall be determined as follows:
a) The MUUC Board shall, prior to the adoption of this Charter, specify the dollar amount of the monies indicated in E(1)(a) above to be allocated for Major Repairs;
b) The MUUC Board shall, prior to the adoption of this Charter, specify the proportion of the monies indicated in E(1)(b) above to be allocated for Major Repairs as such contributions are made;
c) Additional contributions to this account from time-to-time as approved by the Board from the MUUC operating budget.
3) All other monies received as contributions to the Real Property Fund shall be maintained as an endowment (“Endowment Account.”)
4) Investment income and expenses of the Fund shall be allocated to the subaccounts in a reasonable manner as agreed by the Fund Trustees.
F. SPENDING POLICIES:
1) The Trustees shall not permit the Fund assets to be used for the purpose of making any loan to any other funds of the church.
2) The following spending policy shall apply to the Purchase Account
a) The MUUC Board shall, prior to the adoption of this Charter, specify capital improvement projects to the M-28 Meetinghouse that qualify for payment from this subaccount. Such projects may include, but are not limited to, external and internal physical improvements, expenses related to moving to the M-28 Meetinghouse, acquisition of appliances, expenses related to accommodating the congregation in the M-28 Meetinghouse (such as chairs, tables, etc.)
b) Monies in this subaccount may be applied to:
i) Any project listed in (a) above, as approved by the Board
ii) Principal on any mortgage held on the M-28 Meetinghouse.
c) Should the Board determine that all projects listed in (a) above have been completed or shall not be engaged, and that all mortgages on the M-28 Meetinghouse have been discharged, then any remaining monies in the Purchase Account shall be transferred to the Endowment Account and the Purchase Account shall be closed.
3) The following spending policy shall apply to the Major Repairs Account:
a) The account shall be available to the Board for Major Repairs to the M-28 Meetinghouse,
b) To qualify as a Major Repair a project must
i) Have a cost of at least $4,000;
ii) Have a life expectancy of at least ten (10) years; and
iii) Be primarily restorative in nature.
4) The following spending policy shall apply to the Endowment Account:
a) A fund valuation by the Fund Trustees shall be performed as of the end of each fiscal year. Five percent (5%) of this valuation will be made available to the Board for permanent improvements or major repairs, with the approval of the Fund Trustees.
b) A permanent improvement or major repair shall be defined as a project or item that
i) Has a value of at least $4,000, and
ii) Has a life expectancy of at least 10 years.
c) Unused allocations may be carried forward to the following year(s).
G. DUTIES OF THE TRUSTEES:
1) The Trustees shall meet no less than two times per year to consider the investment allocation and spending allocations of the Fund.
2) The Trustees shall appoint one of their members Recording Secretary. This person shall keep minutes of each meeting and shall deposit a copy of said minutes in a permanent, cumulative Minute Book and deliver approved minutes to the Secretary of the MUUC Board.
3) The Trustees shall select a Chairperson, who shall be responsible for:
a) Calling at least two meetings of the Trustees per year;
b) Writing an annual report to the MUUC Board, which report shall be for the period corresponding to the fiscal year of the Church; and
c) Voting proxies for the Fund Trustees.
4) At least four of the five Trustees must consent to all decisions made regarding the Fund.
H. POWERS OF THE TRUSTEES:
1) To hold, manage, maintain, improve, preserve and control all of the property in the Fund, to collect and receive all dividends, interest, rent and other income thereof and to pay all expenses, costs, charges, claims, demands and liabilities imposed upon, incurred or arising in connection with the Fund or the property therein and the administration and management thereof.
2) To purchase, invest and reinvest the Fund in, sell, change and exchange shares of stocks, bonds, and other property, real or personal.
3) To hold and retain any of the property received by the Trustees hereunder in the same form of investment as that in which it shall have been received without liability for loss or depreciation resulting from such retention, although it may not be of the character of investments permitted by law to Trustees and although it represents a large percentage of the Fund.
4) To secure payment of any capital improvement or property repair-loan by a pledge or mortgage of a percentage of the assets in the Fund, not to exceed eighty percent (80%) of the Fund.
5) To accumulate and retain cash in the Fund and keep the same uninvested for such length of time as the Trustees shall reasonably determine and to retain non-income producing securities or property in the Fund.
6) If securities are taken or purchased for the Fund at a premium or at a price greater than their par value, the Trustees shall not be required to amortize such premiums or to set aside any part of the income as a sinking fund to retire or absorb such premiums and if securities are taken or purchased for the Fund at a discount, or at a price less than their par value, the Trustees shall not be required to treat or accrue as income any part of such discount.
7) To exercise all rights with respect to any stocks, bonds or other securities or property, real or personal, held hereunder, and all persons, firms and corporations are authorized to deal with the Trustees in connection with said property as if the Trustees were the sole owner thereof.
8) To invest and keep invested all or any part of the property of separate shares held in one fund, allocating to each such share an undivided interest in the fund in proportion to such share’s contribution thereto.
9) To employ or consult with agents, advisors and legal counsel, in connection with the Trustees’ duties hereunder; however, any payment to such persons, firms or corporations from the Fund for the reasonable value of their services shall first be approved by written consent of the Fund Trustees and further shall be approved by a majority vote of The Board.
10) To compromise and adjust any and all claims in favor of or against this Fund and in case of any litigation involving the Fund, to arbitrate, settle or adjust any matters in controversy.
11) To make, execute and deliver all contracts, deeds, assignments, proxies, powers and other instruments, and to do, in general, any and all things for the preservation and management of the Fund.
12) None of the Powers herein listed shall be in derogation of the powers duly granted to The MUUC Board, or its successor, under the By-laws as may be amended from time to time, and the said Board shall have full power to amend this Charter from time to time.
ADOPTED by the Board of Trustees, Marquette Unitarian Universalist Congregation, this __th day of January, 2007.
__________
Secretary