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BL3 IMMANUEL LUTHERAN CHURCH TRUST
The Immanuel Lutheran
Church Trust will function under the stipulations and
regulations of these statements:
BL3.1. The Immanuel
Evangelical Lutheran Church is called by God to be a living
witness to God's love and concern for the world. God is the
giver of all gifts and we who receive them are called to be
good stewards of all that comes from God. We are not to
hoard God's gifts and God's gifts are not intended to enrich
the church, but to be used to do God's work in the world.
When Jesus spoke of that work, he said: "… the
blind receive their sight, the lame walk, the lepers are
cleansed, the deaf hear, the dead are raised, the poor have
good news brought to them." (Luke 7:22 NRSV) We manage
and employ God's gifts so that his Word is proclaimed to all
the world and God's love for the world is lavishly
demonstrated in our care for the neighbor. We are able to
give what we received without holding back because we
believe what God has promised. "… God is able to
provide you with every blessing in abundance, so that by
always having enough of everything, you may share abundantly
in every good work." (2 Corinthians 9:8 NRSV)
THEREFORE, this shall
be a division of the Immanuel Lutheran Church designated as
the "Immanuel Lutheran Church Trust."
Certain terms used in
this part of the bylaws are defined as follows:
Trust Immanuel
Lutheran Church Trust
Trustor Immanuel
Evangelical Lutheran Church, hereafter known as the Immanuel
Lutheran Church
Congregation
Council The elected congregational council of Immanuel
Lutheran Church
Board of
Trustees Persons appointed to serve a term of office to
manage the Trust.
Corporate Trustee A
corporation engaged in managing and holding assets in trust
for others.
Nominee A
brokerage firm holding securities in its name for record
purposes but which are beneficially owned by
its clients.
BL3.2. Grant in
Trust
a. For and
in consideration of the benefits to be received by the
Trustor by the creation of the Trust herein defined, the
Congregation Council is hereby given authority to
deliver, assign, transfer and set over to the Board of
Trustees and their successors, in the trust, for the uses
and purposes herein after prescribed, certain funds,
assets and property now held by the Trustor and which may
be designated for inclusion in the Trust.
b. The Board of
Trustees by accepting appointment or election hereby
accepts the property described in Paragraph 2(a) for the
purpose of this Trust. The Board further agrees to accept
and hold such cash, securities and property as may from
time to time hereafter be contributed, transferred and
assigned to the Board of Trustees for the purpose of the
Trust by any person, firm, or corporation together with
any substitutions therefor and "investments" or
reinvestments thereof and the income and proceeds
thereof. The purposes are subject to the agreements and
condition herein set forth. However, the Board of
Trustees hereinafter provided for may reject
contributions which are made upon terms and conditions
which they consider to be inconsistent with the purposes
of this Trust or which consist of property which in the
opinion of the Board of Trustees is unsuitable for the
purpose hereof.
c. The Board of
Trustees shall take title to and possession of said
assets and shall care for, conserve, administer, invest
and reinvest such assets and the proceeds thereof if
sold, and shall account for and pay to the Trustor all
the income of said Trust Fund or add to such Trust Fund
by reinvesting some or all of such income as hereinafter
provided.
d. The principal
of all the funds, assets and property described in
Paragraph 2(a), plus all future contributions to the
Trust and the proceeds thereof if sold or exchanged, to
the extent of it's original value, shall constitute the
principal or corpus of the Trust hereby created and
defined. All accrued interest, dividends, or other income
thereof, whether or not due or matured at the date of
these presents or accruing thereafter, shall, when, as
and if collected be credited, accounted for and applied
as income.
BL3.3. PURPOSES OF
IMMANUEL LUTHERAN CHURCH TRUST
a. The
purpose of the Trust shall be to enable Immanuel Lutheran
Church to be a living witness to God's love and concern
for the world. This will be evident in the distribution
and application of the Trust's income for such purposes,
and the investment of its principal or corpus for the
purposes of devoting the income therefrom to the extent
herein authorized, and principal thereof to the purpose
aforesaid.
b. Conditional
gifts or bequests to the Immanuel Lutheran Church Trust,
the proceeds of which may not, because of such
conditions, be administered under the provisions of this
Trust may be considered to be outright bequests to the
Immanuel Lutheran Church of Eau Claire.
c. Conditional
gifts or bequests may to used to establish separate funds
within the Trust for specific purposes. Separate funds
may have specific rules for the distribution of income
and under specific circumstances the distribution of the
principal or corpus of the separate fund.
d. No part of the
contributions to or net income of the Trust shall benefit
any member of the Board of Trustees.
BL3.4. USE OF
INCOME
a. All
bequests and memorial gifts not otherwise designated will
be tithed (10%) to the work of the Church beyond our
congregation through mission and outreach. The Board of
Trustees will seek an appropriate mission for this tithe
(10%) in consultation with the congregation.
b. The net income
from such Trust Fund shall be credited by the Board of
Trustees as and when received to the trust. The Board of
Trustees will then distribute the income according to the
provisions of the Trust, the special stipulations
attached to each special fund, or the specific
stipulations attached by the grantor of the special
fund.
BL3.5. BOARD OF
TRUSTEES
a. There
shall be a Board of Trustees consisting of six (6)
persons for the purpose of directing the operations of
the Trust to the extent herein provided.
b. The Board of
Trustees of the Immanuel Lutheran Church Trust shall be
composed of six (6) members of Immanuel Lutheran Church
who are in sympathy with the purpose of the Immanuel
Lutheran Church Trust. Board members will be appointed by
the Congregation Council by a majority vote of those
present. Of the six (6) members of the Board, a pastor of
the congregation will serve as an appointed member, and
one member shall be a current member of the Congregation
Council. Board members shall be appointed by a majority
vote of those present. Initial appointment to be 2
members for 1 year terms, 2 members for 2 year terms and
one member for a 3 year term, respectively. Subsequent
appointments will be for three year terms. No member of
the Board of Trustees may serve more than two consecutive
terms. Each member of the Board of Trustees shall hold
office until his successor is appointed. Any member of
the Board of Trustees may resign by notice in writing
delivered to the Pastor, Congregation President or
Secretary of the Congregation Council of Immanuel
Lutheran Church of Eau Claire, Wisconsin. Trustees may be
removed by a majority vote of the Congregation
Council.
Any vacancy
occurring during a term of office shall be filled by
appointment by the Congregation Council and run for
balance of the unexpired term. The Board of Trustees
shall notify the Corporate Trustee, if any, in writing of
all appointments and changes to the Board of Trustees and
unless and until so notified, any Corporate Trustee
employed by the Board of Trustees as hereinafter provided
shall be justified in following the instruction of the
Board of Trustees named in the notice on file with it.
c. The decision of
a majority of the entire Board of Trustees as to any
matter to be decided by it shall be binding and
conclusive except in cases where a different percentage
is herein specifically provided. The Board of Trustees
may establish officers and such rules and procedures as
it may deem proper in the administration of its duties.
The members of the Board of Trustees shall serve without
compensation. No member of the Board of Trustees shall be
liable to anyone by reason of the exercise of his or her
discretion hereunder for any act or omission to act,
except by his or her own bad faith.
d. Each year the
Board of Trustees will be responsible to provide an
educational event designed to make the congregation aware
of the Trust and the varieties of ways in which gifts may
be made to the Trust.
e. The Board of
Trustees shall have the following powers:
1) To
employ a corporate trustee qualified to serve as a
Trust Company in the State of Wisconsin and to
delegate to such corporate trustee the management and
accounting of the Trust's assets and income.
2) To direct
the Corporate Trustee in all sales and exchanges of
investment assets of the Trust, provided, however,
that in the absence of such direction the Corporate
Trustee shall have discretionary power in the matter
of sales and exchanges of investment of assets of the
Trust.
3) In the event
of the resignation of the Corporate Trustee, to select
a successor Corporate Trustee, or to discharge the
Corporate Trustee and select a successor Corporate
Trustee.
4) With the
approval of one hundred percent of ten or more members
of the Congregation Council, the Board of Trustees may
authorize the expenditure of the trust corpus that has
no permanent restrictions.
f. Each year the
Board of Trustee gives to the congregation an annual
report of its activities.
BL3.6. CORPORATE
TRUSTEE
a. In the
event that the Board of Trustees employs a Corporate
Trustee as herein provided, the Corporate Trustee shall
keep accounts and shall render statement of such accounts
to the Board of Trustees annually and at such other
periods as the Board of Trustees may request and promptly
upon resignation. Accounts may be adjusted without the
aid of a court.
b. The Corporate
Trustee shall be paid such reasonable compensation as
shall be fixed by agreement from time to time between the
Board of Trustees and the Corporate Trustee. Such
compensation, together with the actual, necessary and
reasonable expenses incurred in administering the Trust,
shall be payable out of the funds of the
Trust.
c. The Corporate
Trustee shall be under no duty or responsibility to
inquire into the acts or omissions of the Board of
Trustees nor shall the Corporate Trustee have any
liability therefor. Should it be necessary to perform
some act hereunder and for which there is neither
direction in this Agreement nor direction of the Board of
Trustees on file with the Corporate Trustee and no such
direction can be obtained after reasonable effort, the
Corporate Trustee shall have full power and discretion to
act and, in so acting, or in following any direction of
the Board of Trustees, the Corporate Trustee shall be
fully protected and shall be absolved of all liability
except for bad faith or gross negligence.
d. A Corporate
Trustee may resign and divest itself of the trust hereby
created by giving in writing notice to the Board of
Trustees. In the event of the resignation of the
Corporate Trustee, the vacancy may be filled by
appointment of a successor corporate trustee approved by
the Congregation Council from written direction by the
Board of Trustees, and such appointment shall have the
effect of vesting such successor with all authority of
the previous corporate trustee.
e. All powers and
duties vested in any Corporate Trustee hereunder may be
exercised by its Board of Directors or by its executive
committee or by any of its principal officers or trust
officers.
BL3.7. MANAGEMENT OF
THE TRUST ASSETS
a. All of
the assets of the Trust shall be held and administered to
effectuate its purpose as stated in Paragraph 3 hereof.
It is the intention of the Trust that it shall at all
times shall be operated and administered and the assets
and income used, in such a manner that the Trust will be
tax exempt, operating as a division of Immanuel Lutheran
Church and for tax purposes will meet the requirements
for exemption and for deductibility of contributions
provided in the Internal Revenue Code and the Wisconsin
Statutes.
b. The Board of
Trustees shall have the right to make sales and exchanges
of investments or assets of the Trust and to vote any
corporate stocks held by such Trust and in the event that
the Board of Trustees has employed a Corporate Trustee,
shall direct such Corporate Trustee in all sales and
exchanges of investment of the Trust and in respect to
voting of any corporate stock held by the Trust, or
delegate to such corporate trustee discretionary power
with respect thereto.
c. The Board of
Trustees shall be vested with title to all the assets of
the Trust and shall have full power and authority to do
all acts necessary to carry out the provisions hereof and
to employ such agents, counsel or attorneys as it may
deem advisable, subject, however, to the foregoing
provisions or limitations and to those of Paragraph 4. No
enumeration of specific powers made in Paragraph 6 shall
be construed as a limitation upon the foregoing general
powers and the powers of any of them herein conferred
upon the Board of Trustees shall not be exhausted by any
use thereof but each shall be continuing. Subject to the
foregoing limitation and provisions and to those of
Paragraph 4, the Board of Trustees is authorized and
empowered:
1. To
retain any and all stocks, bonds, notes, securities,
and/or other property constituting this Trust, or
additions thereto, or substitutes therefor, without
liability for any decrease in the value
thereof,
2. To sell, at
public or private sale, exchange for like or unlike
property, convey, lease for longer terms or shorter
terms than this Trust, and otherwise dispose of, any
and all property, real or personal, held in Trust for
such price and upon such terms and credit that the
Board of Trustees may deem proper,
3. To invest
any money held hereunder and available for investment
in any and all kinds of securities and/or property,
and whether or not the kind authorized by common law
or by the laws of any state or country to which said
Board of Trustees would in the absence of this
provision be subject, and to form or join in forming
any corporation and subscribe for or acquire stock in
any corporation in exchange for money or other
property,
4. To hold cash
uninvested,
5. To vote,
directly or by proxy, at any stockholders' meeting,
any shares of stock held hereunder;
6. To exercise,
dispose of or reject any purchase rights arising from
or issued in connection with any stock, securities or
other property held hereunder;
7. To bid for
and become the purchaser of any real or personal
property sold at any foreclosure or other sale in
which the Board of Trustees may have a mortgage or
other interest hereunder, and to hold and/or resell
the same without liability for any loss resulting
therefrom;
8. To repair,
alter or demolish any existing building or structure
and/or erect new buildings and structures upon real
estate, if any, held hereunder;
9. To effect
fire, rent, titles, liability, casualty or other
insurance of a nature and in a form and amount as may
be desirable upon any property held
hereunder;
10. To
participate in any plan or proceeding for protecting
or enforcing any right, obligation or interest arising
from any property held hereunder, or for reorganizing,
consolidating, merging or adjusting the finances of
any corporation issuing the same; to accept in lieu
thereof any new property; to pay any assessment or
expense incident thereto; to join in any voting trust
agreement; and to do any other act or thing that the
Board of Trustees may deem necessary or advisable in
connection therewith;
11. To pay,
abandon, contest, compromise or submit to arbitration
any claim in favor of or against the Trust or against
itself as Board of Trustees;
12. To make any
directed division or distribution of the Trust herein
provided for in cash or kind, or partly in cash and
partly in kind, and in separate or undivided shares,
and to the value and apportion the property to be so
divided or distributed, which valuation and
apportionment shall be final and conclusive upon all
persons interested therein;
13. To be
officer or director of or in their own right
individually to own stock or be interested in any
corporation or business in which the Trust shall own
stock or be interested;
14. To hold
stocks and other assets and open bank accounts in the
name of the Trust or its corporate nominee,
15. To borrow
funds with the consent of the Trustor.
d. Stock dividends
upon corporate stock held by the Trust, whether based
upon surplus accumulated before or after acquisition of
such stock by the Trust, shall be regarded and treated as
principal. Premiums, and the proceeds of life insurance
policies, shall be regarded and treated as principal.
Dividends in cash on any corporate stock from whatsoever
source derived, excepting only dividends in liquidation
of a corporation, shall be regarded and treated as
income. Interest, dividends and proceeds from the sale of
investments different than basis (donated original value
or cost as adjusted) are regarded as income.
e. The acts of the
Board of Trustees hereafter shall be final and
conclusive. All third persons and no third persons shall
be required to take cognizance of the provisions of this
instrument or to the question the authority of the Board
of Trustees so to act, but may conclusively assume that
the Board of Trustees, or any successor Board of
Trustees, has full power and authority so to
act.
f. The Board of
Trustees may delegate to a Corporate Trustee employed by
it any or all of the foregoing powers.
g. The
discretionary powers of the Board of Trustees herein set
forth and of any Corporate Trustee to whom such powers
have been delegated are subject to the right of the Board
of Trustees and the Council of Immanuel Lutheran Church
to direct the investment of Trust corpus under provisions
set forth in Paragraph 5 (d) (4) of this
bylaw.
BL3.8. DIRECTION BY
THE EVANGELICAL LUTHERAN CHURCH IN AMERICA
a. If the
office of Corporate Trustee and the offices of all
members of the Board of Trustees shall become vacant for
any reason and shall not be filled in the manner herein
before provided, the Trust and its assets nevertheless
shall continue to be held and administered as a
charitable trust for the purpose herein set forth by and
under the direction of a trustee or trustees appointed by
the Evangelical Lutheran Church in America or its
successor, it being intended that all assets of the Trust
shall ultimately be devoted to the charitable purposes
herein set forth and shall never revert to any
contributor thereof. The Trust shall exist as long as
Immanuel Lutheran Church of Eau Claire shall
exist.
b. In the event
that the Immanuel Lutheran Church of Eau Claire goes out
of existence and the Evangelical Lutheran Church in
America or its successor determines that the purpose of
this Trust has failed, then the Evangelical Lutheran
Church in America or its successor is hereby granted
authority to direct liquidation distribution of the
residual assets of the Trust as the Evangelical Lutheran
Church determines, provided, however, that if the
Evangelical Lutheran Church in America determines that
there is a reasonable possibility that Immanuel Lutheran
Church of Eau Claire may be organized, or reorganized in
Eau Claire, then the Evangelical Lutheran Church in
America shall direct the distribution of income only and
shall hold the corpus of the Trust intact pending such
organization or until it determines no such possibility
exists.
BL3.9.
AMENDMENT
This agreement may be
amended under the provisions of the Constitution of Immanuel
Lutheran Church after approval thereof by two-thirds vote of
the entire membership of its Congregation Council and eighty
(80) percent of the members of the Board of Trustees,
provided, however, that no amendment shall be made to alter
substantially or be inconsistent with the purpose of the
Trust as stated, nor shall any amendment make it possible to
use or divert any part of the funds or the Trust for the
purposes at variance with those stated herein.
BL3.10.
ESTABLISHMENT
The Immanuel Lutheran
Church Trust will be established when adopted at any legally
called meeting of this congregation with a quorum present by
a majority vote of those voting members present and voting
and in accordance with the provisions of the Congregation
Constitution.
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