Permanent Endowment Document
Permanent Endowment Background Information
The Permanent Endowment Fund
of All Saints Episcopal Church
Revised as of January 23, 2005
I. Composition of the Permanent Endowment Fund
A. Five Component Funds
B. Income Ratio
C. Total Return
D. New Gifts
E. Donor Designation
F. Component Funds Description
2. Building and Grounds Fund
3. Ministry and Music Fund
4. 75th Jubilee Community Fund
5. Christian Education Fund
II. Responsibilities of the Vestry of the Church
A. Ownership of the Funds
B. Declination of Gifts
C. Expenditure of Funds
D. Reports by Vestry
III. Selection of the Trustees
A. Number and Selection
B. Resignation, Removal, Filling of Vacancies
C. Meetings
D. Expenses
1. Organizational Meetings
2. Trustee Meetings
3. Quorum
4. Notice
5. Minutes
IV. Responsibilities of the Trustees
A. Solicitation of Gifts
B. Acknowledgement of Gifts
C. Management of Funds
1. Right of Retention
2. Duty of Inquiry
3. Right of Extension
4. Right of Conveyance
5. Right of Apportion
6. Duty to Set Aside
7. Vestry Review
D. Accounts and Reports
V. Modification and Termination of the Permanent Endowment Fund
A. Termination
B. Modification
C. Dissolution
The Vestry of All Saints Episcopal Church of Fort Lauderdale, Florida hereby adopts The All Saints Permanent Endowment Fund. The Fund will consist of five (5) separate Component Funds in order to better carry out the parish's mission.
I. Composition of the Permanent Endowment Fund
A. Five Component Funds
There shall be five Component Funds in The All Saints Permanent Endowment Fund. The uses and purposes for which the moneys and assets of each such Fund shall be expended are described generally hereinafter. The Vestry of the Church, in directing expenditures pursuant to the provisions of this Agreement, shall have broad discretion to identify specific needs as they arise and evolve over time without in any way enlarging or extending the general description of the Component Funds.
B. Income Ratio
At the beginning of each calendar year, each Component Fund shall compute an income percentage based on the dollar ratio that particular component bears to the total dollar value of the Permanent Fund. The percentage thus obtained shall then be used for the determination and assignment of income available for expenditure by that Component Fund during the calendar year. Thus, for example, if the Jubilee Component Fund ratio to the Permanent Fund is 20%; then 20% of the total income generated by the Permanent Fund in that calendar year shall be available to the Jubilee Component for expenditure.
C. Total Return
The term "income" as used in the Endowment Agreement shall be defined as an amount set by the Vestry annually not to exceed five percent (5%) of the average market value of the Permanent Endowment fluid on December 31 for the prior three (3) years.
The foregoing percentage, once determined, shall apply to all component finds of the endowment except the 75th Jubilee Community Fund component. The foregoing also shall not be interpreted to change any of the provisions in the endowment document, as originally adopted, regarding the 75th Jubilee Community Fund.
D. New Gifts
In the event that any new gift is received by the Permanent Fund in excess of 15% of its total principal between January 1st and June 30th of any year, then the income percentages for all components shall be recalculated and shall control for the balance of that calendar year after the date of the gift. (prior to that date the old percentages shall control). If a gift in excess of Fifteen (15%) Percent of the total principal of the Permanent Fund is received subsequent to June 30, then none of the percentages shall be changed until the beginning of the next calendar year. Similarly, if a gift totaling less than Fifteen (15%) Percent of the principal of the Permanent Fund is received at any time during the calendar year, no changes in the income percentages of any Component Fund shall be made until the beginning of the next calendar year.
E. Donor Designation
Any donor or maker of any gift to the Permanent Endowment Fund may designate which component such donor or maker desires to receive such gift. In the event a gift shall be received without the donor designating a specific component, then such proceeds shall be added to the Unrestricted Fund Component.
F. Component Funds Description
1. Unrestricted Fund.
Income expenditures from this Fund shall be made for such uses and purposes (including, without limitation, the uses and purposes of any other Component Fund of The All Saints Permanent Endowment Fund) as will, in the judgement of the Vestry, most effectively assist, encourage and promote the overall purpose of the Church, as set forth in its Articles and By-laws, and the well being of the Church and its members.
2. Building and Grounds Fund.
Income expenditures from this Fund shall be used for the capital improvement, expansion and construction of Church properties.
3. Ministry and Music Fund Income expenditures from this Fund shall be used to support the Ministry of all persons, lay and ordained, and to fund special extra-budgetary programs that afford spiritual and musical support to the people of the Church and the community.
4. 75th Jubilee Community Fund Income expenditures from this Fund shall be used to do God's work for those other than ourselves and to enhance the mission outreach of the Church. A minimum of twenty-five percent (25%) of the net income attributable to this Fund shall be expended each year. With approval by the Vestry, income also may be allocated, even though not actually disbursed in the year in which such allocation is made. (Income so allocated shall then be available for distribution in a later year, together with all the net income attributable to the Jubilee Fund in that later year.) Any net income not distributed or allocated in a given year shall be added to the Jubilee Fund principal. In no event shall there be an invasion of Fund principal, nor shall income or principal from this Fund be diverted into any of the other Component Funds.
5. Christian Education Fund Income expenditures from this Fund shall be used to support special Christian education, events or programs for persons of all ages.
II. Responsibilities of the Vestry of the Church
A. Ownership of Funds.
Legal title to all moneys and other assets given, granted, devised or bequeathed to Component Funds of The All Saints Permanent Endowment Fund shall be vested in the Church; and the Vestry of the Church shall exercise in respect of such moneys and assets all rights of absolute ownership other than those held by the Trustees pursuant to this Agreement. Without in any way limiting or restricting the generality of the foregoing, the Vestry shall have the power to vote upon all stocks held by it; to unite with other owners of the securities of any corporation in carrying out any plan for the reorganization thereof; to exchange the securities of any corporation for others issued by the same or by any other corporation upon such terms the Trustees shall deem proper; to assent to the consolidation or merger of any corporation whose securities are held by it with any other corporation; to lease by such corporation of substantially all of its property to any other corporation, or to lease by any other corporation of substantially all of its property to such corporation, and upon such consolidation, merger, lease, or similar arrangement; to exchange the securities held by the Trustees for other securities issued in substitution therefore; to borrow or loan money and to make such pledges and mortgages in connection thereof as may be reasonably necessary; to pay all such assessments, expenses, and sums of money as it may deem expedient for the protection of the interest of the Fund as holder of the stocks, bonds, or other securities of any corporation. The term "corporation' as used in this paragraph shall include any other business organization.
B. Declination of Gifts.
The Vestry of the Church shall have the duty and authority to decline, on behalf of the Church and, The All Saints Permanent Endowment Fund and its Component Funds, any gift, grant, bequest or devise, or any part thereof, made to a Component Fund of The All Saints Permanent Endowment Fund which, in the Vestry's opinion, will not properly serve the purposes thereof.
C. Expenditure of Funds.
The Vestry of the Church shall have the exclusive power and authority to direct the expenditure of the income and principal of each of the Component Funds of the All Saints Permanent Endowment Fund. (Such authority as to recommendation for expenditure may be delegated by the Vestry to others.) The Vestry may expend, for the uses and purposes of each Component Fund, the entire income available for expenditure as computed using the income ratio. Any Income computed for a particular Component Fund which has not been expended by the end of a calendar year may be added to the principal of that component. In the alternative, unexpended income from one calendar year may be allocated to a later year. Income so allocated shall then be available for distribution in that later year together with all the other net income available for expenditure by that Component Fund in that later year.
The Vestry may also expend in any calendar year, for the uses and purposes of any Component Fund (other than the 75th Jubilee Community Fund) in the event of an extraordinary need therefor as determined by the Vestry, such amounts of the principal of such Component Fund as shall not exceed in the aggregate five percent (5%) of the value of the principal of such Fund at the commencement of the calendar year; provided, however, that the Vestry may not so expend amounts of the principal of any Component Fund in more than two (2) successive calendar years; and provided, further, that any amounts of principal so expended shall be returned to the Component Fund out of subsequent investment income within three (3) years from the date of the last invasion. No further invasion of that component shall be made until the restoration of prior invasions have been repaid in full. Each invasion of principal shall first be approved by nine (9) members of the Vestry.
In no event may a loan be made from the Endowment if the balance in the Endowment is less than the total of the original contributions to the Endowment less approved withdrawals of these contributions.
D. Reports by Vestry.
The Vestry shall render to the members of the Church at their Annual Parish Meeting a complete report of the expenditures made or directed to be made from each of the Component Funds of The All Saints Permanent Endowment Fund during the preceding calendar year and of the uses and purposes for which such expenditures were made. If any income has not been expended for a particular Component Fund, the Vestry report shall include an explanation of the intended use of the allocated but unexpended income.
III. Selection of the Trustees
A. Number and Selection.
The Trustees of The All Saints Permanent Endowment Fund shall be six (6) in number and selected as follows:
Three members of the Church who are not members of the Vestry shall be elected, by ballot, as Trustees by the members of the Church at their Annual Parish Meeting. At the first Annual Parish Meeting of the members of the Church following the adoption of this Resolution, the members shall elect three Trustees; one to serve until the next Annual Meeting and until his or her successor shall be elected and shall have qualified; one to serve until the second Annual Meeting following his or her election and until his or her successor shall be elected and shall have qualified; and one to serve until the third Annual Meeting following his or her election and until his or her successor shall be elected and shall have qualified. At each Annual Parish Meeting of the members of the Church thereafter, the members shall elect one Trustee to serve until the third Annual Meeting following his or her election and until his or her successor shall be elected and shall have qualified. No person may serve more than two consecutive terms as a Trustee whether elected by the members of the Church or by the Vestry.
Two members of the Vestry of the Church shall be elected as Trustees by the Vestry. At the first meeting of the Vestry after the first Annual Meeting of the members of the Church following the adoption of this Resolution, the Vestry shall elect two Trustees, one to serve until the first meeting of the Vestry after the next Annual Meeting and until his or her successor shall be elected and shall have qualified, and one to serve until the first meeting of the Vestry after the second Annual Meeting following his or her election and until his or her successor shall be elected and shall have qualified. At each first meeting of the Vestry after the Annual Meeting of the members of the Church thereafter, the Vestry shall elect one Trustee to serve until the first meeting of the Vestry after the second Annual Meeting following his or her election and until his or her successor shall be elected and shall have qualified.
The sixth Trustee shall be the Rector of the Church who shall serve ex-officio (without vote).
B. Resignation, Removal, Filling of Vacancies.
Any Trustee, except the Rector of the Church, may at any time resign by written notice mailed or delivered to the Rector. The resignation of a Trustee shall be effective at the time specified therein and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
A Trustee shall cease to be a Trustee if and when he or she ceases to be a member of All Saints Parish. A Trustee elected by the members of the Church shall cease to be a Trustee if and when he or she is elected to the Vestry. A Trustee elected by the Vestry shall cease to be a Trustee if and when he or she ceases to be a member of the vestry.
Removal by a Trustee of his or her principal residence from Fort Lauderdale, Florida, or vicinity, or failure by a Trustee to attend three consecutive meetings of the Trustees without a reason satisfactory to the Vestry, or a Trustees' conviction of a crime involving moral turpitude, shall, at the discretion of the Vestry, operate as an accepted resignation of such Trustee.
If and when a Trustee elected by the members of the Church dies, resigns or otherwise ceases to be a Trustee, the vacancy shall be filled for the unexpired term by election by the remaining Trustees of a person from among the members of the Church who is not a member of the Vestry. This action by the Trustees shall be subject to Vestry approval.
If and when a Trustee elected by the Vestry dies, resigns or otherwise ceases to be a Trustee, the vacancy shall be filled for the unexpired term by election by the Vestry of a person from among the Vestry.
C. Meetings
1. Organizational Meetings.
The Trustees shall hold an Organization Meeting during the calendar month following the first meeting of the Vestry following each Annual Parish Meeting of the members of the Church; and they shall elect a Chairperson and a Secretary from among their number, and may transact any other business at said Organization Meeting.
2. Trustee Meetings.
The Trustees shall hold meetings during each of the second, third and fourth calendar quarters of each calendar year at such times and places as they shall determine. Other meetings of the Trustees may be called by the Chairman or at the request of two Trustees and held at such times and places as the Chairman shall determine.
3. Quorum.
Five of the Trustees shall constitute a quorum for the transaction of business at any meeting of the Trustees, and a majority vote of those present.shall be required for the taking of any action by the Trustees.
4. Notice.
The Secretary shall give ten (10) days notice to each other Trustee either by mail, telephone or personally of the time and place of each meeting of the Trustees.
5. Minutes.
The Secretary shall make and keep minutes of the meetings, and any other proceedings of the Trustees, and shall mail or deliver copies of all such minutes to the Senior Warden and the Clerk of the Vestry.
D. Expenses.
The Trustees shall serve without compensation; but expenses incurred in connection with their duties, including compensation for services and expenses of attorneys, advisors and agents, when such expenses have been incurred with the prior approval of the Vestry of the Church, shall be paid out of the available income of the Component Funds of The All Saints Permanent Endowment Fund in proportion to the respective amounts of principal of such Fund at the commencement of the calendar year during which such expenses shall have been incurred, or shall be paid out of the available income of any Component Fund on account of which such expenses shall have been incurred.
IV. Responsibilities of the Trustees
A. Solicitation of Gifts.
The Trustees shall formulate and implement continuing programs (1) to make members of the Church and others in the community aware of the existence, structure, goals and activities of The All Saints Permanent Endowment Fund and its Component Funds; (2) to encourage others to make gifts, grants, and bequests to The All Saints Permanent Endowment Fund and its Component Funds; and (3) to acquire by direct and personal solicitation from persons of wealth and persons of modest means alike and from large and small entities, such sums of money and other assets as will enable The All Saints Permanent Endowment Fund and its Component Funds to meet the needs which have given rise to their creation or such needs as have been recently identified by the Vestry.
B. Acknowledgement of Gifts.
The Trustees shall publicly acknowledge those persons and entities that have made gifts and shall maintain a permanent record of such persons.
C. Management of Funds.
The Trustees shall have the control and direction of the investment and reinvestment of any and all moneys and other assets received and accepted into each Component Fund of the All Saints Permanent Endowment Fund. In carrying out these duties, the Trustee shall be guided by investments which a prudent person would make in investing his or her own property, having in view the preservation of the Fund and the amount and regularity of the income sought to be derived. In extension of the common law and statutory investment powers of fiduciaries (FS 518.11), the Trustees shall have the following powers:
1. Right of Retention.
To retain any and all property, real or personal, which may come into a Component Fund in the form and condition in which it may be, notwithstanding the same be not a lawful investment for trust funds under the laws of the State of Florida; or, if they shall deem it advisable, from time to time, to sell, exchange, mortgage, lease, or otherwise dispose of any or all such property, and to execute and deliver any and all such instruments of conveyance or otherwise as the Trustees, in their discretion, deem necessary or proper to effect any of the uses and purposes of such Fund.
2. Duty of Inquiry.
No purchaser of any securities or property sold or otherwise disposed of by the Trustees, and no transfer agent or other transferor of security, shall be bound to ascertain or inquire into the necessity or propriety of any such disposition, or shall be bound to see to the application of the purchase money paid thereon, and the receipts or receipt in writing of the Trustees for the purchase money of any property sold or for any moneys, stocks, funds, shares, or securities which may be paid or transferred to them shall effectually discharge the purchaser or purchasers or other person or persons paying or transferring the same therefrom or from being answerable for the application or misapplication thereof.
3. Right of Extension.
To consent to the extension, refunding or renewal of any such securities and to the extension or renewal of any mortgage or lien securing the same.
4. Right of Conveyance.
To make, execute, and deliver all proper receipts, bills of sale, conveyances, assignments, transfers, powers of attorney and agreements as the Trustees shall deem best in the management and control of the securities and property constituting a Component Fund.
5. Right to Apportion.
To apportion any losses to principal or income as the Trustees shall deem best, with full power to decide all questions as to what is income and what is principal, and to decide whether securities or investments are wasting securities or investments.
6. Duty to Set Aside.
To refrain, in their discretion, from setting aside any part of the income received from securities taken or purchased as part of a Component Fund at a premium as a sinking fund to amortize such premium.
7. Vestry Review.
In making investment and reinvestment decisions in accordance with the aforesaid standards and powers, the Trustees shall be vested with broad discretion, subject only to Vestry Review. In carrying out its investment functions, the Trustees may delegate some or all of its duties to other agents subject to the provisions and limitations of this instrument and subject to monitoring by the Trustees of any agent's recommendations.
D. Accounts and Reports.
The Trustees shall cause to be entered regularly in books kept for that purpose a full and complete account of all moneys and other assets received by each of the Component Funds of The All Saints Permanent Endowment Fund of the investment and reinvestment thereof, of the income earned thereon, and of moneys expended therefrom. The Trustees shall render to the Vestry a detailed report of their accounts and actions in these regards for each semi-annual calendar period ended June 30 and December 31, and shall include in each such report a separate statement of the amount of accumulated but unexpended income in each Component Fund as of the end of such period. The Trustees shall also provide to the Vestry such other reports of their accounts and actions as the Vestry may request from time to time.
V. Modification and Termination of the Permanent Endowment Fund
The maker of any gift, grant, devise or bequest to a restricted Component Fund of The All Saints Permanent Endowment Fund, and all persons claiming by, through or under such donor, shall be conclusively deemed to have agreed that:
A. Termination.
If the Trustees of The All Saints Permanent Endowment Fund and the Vestry of the Church determine that there has been no substantial need for finds to serve the uses and purposes of one of the restricted Component Funds for five (5) consecutive calendar years, they may, by identical resolutions adopted by the affirmative votes of two-thirds of the members of both such bodies taken at meetings of each such body held in two (2) successive calendar years and at n interval of not less than twelve (12) calendar months, transfer the money and other assets in such Component Fund to another restricted Component Fund, the uses and purposes of which, in the judgment of the Trustees and the Vestry most closely resemble those of such unneeded restricted Component Fund, or if, in the judgment of the Trustees and the Vestry, no other restricted Component Fund has uses and purposes which resemble those of such unneeded restricted Component Fund, then to the Unrestricted Fund. (The foregoing shall not apply to the 75th Jubilee Fund Component.)
B. Modification.
Any change or modification to this Agreement, other than A. above, shall first be presented by the Vestry to the Congregation at the Annual Parish Meeting and be approved by a majority vote of those electors entitled to vote. Such change or modification shall not be effective until or unless the Congregation has approved the proposal by a majority vote at its Annual Parish Meeting for three (3) consecutive years.
C. Dissolution.
If the Church is dissolved, all money and assets in The All Saints Permanent Endowment Fund and its Component Funds shall be transferred and paid over by the Vestry of the Church to the Diocese of Southeast Florida for its general use and purposes.