Our Savior’s Lutheran Church Foundation

By Laws

Article I – Members - meetings

1.Membership and Admission. TheOur Savior’s Lutheran Church Foundation, (Foundation) shall have one class of Members (the Legacy Society), who shall be non-voting. No person shall be admitted to membership without her/his express or implied consent.

a.The Board of Directors, (Board), may admit individuals to Legacy Society membership who make of a gift or gifts that total or exceed $5,000 in a period of not more than ten (10) years from the date of the first installment on a gift pledge.

b.Legacy Society membership is not transferable and shall terminate upon the death of the individual.

c.Members shall have no personal liability or obligation to any third party by reason of being a member, ORS 65.151.

d.A Member may be expelled or suspended, and membership in the Foundation may be terminated or suspended, by the vote of four (4) Directors, if (a) the Member received not less than fifteen (15) days prior written notice of the proposed expulsion, suspension, or termination and the reasons therefor and (b) not less than five (5) days before the effective date of the expulsion, suspension, or termination, the Member had an opportunity to be heard, orally or in writing, by at least five (5) Directors, who shall be authorized to decide that the proposed expulsion, suspension, or termination shall not take place.

2.Annual Meetings. An annual meeting of members shall be held on thirdWednesday in March of each year at 7:00 PM, unless a different date or time is fixed by the Board and stated in the notice of the meeting. The failure to hold an annual meeting on the stated date shall not affect the validity of any corporate action. At the annual meeting, the President, and any other officer or person whom the President may designate, shall report on the activities and financial condition of the Foundation and the Members shall consider and act on other matters that may be raised consistent with the notice requirements of ORS 65.214.

3.Special Meetings. A special meeting of Members shall be held on the call of the Board describing the purpose or purposes for which it is to be held. Only matters within the purpose or purposes described in the meeting notice may be conducted at a special meeting of Members.

4.Place of Meetings. Meetings of the Members shall be held at any place in or out of Oregon designated by the Board. If a meeting place is not designated by the Board, the meeting shall be held at the Foundation's principal office.

5.Telephonic Meetings. The Members may permit any or all of the Members to participate in an annual meeting or a special meeting, or to conduct the meeting, by using any means of communication by which all Members participating may simultaneously hear each other during the meeting. A Member participating in the meeting by this means is deemed to be present in person at the meeting.

6.Notice of Meeting. The Foundation shall notify its Members of the place, date, and time of each annual and special meeting of Members no fewer than seven (7) days before the meeting or, if notice is mailed by other than first-class or registered mail, no fewer than thirty (30) nor more than sixty (60) days before the meeting. Notice shall be sent to each Member at the meeting at the Member's last address as set forth in the corporate records. Notice of a special meeting shall describe the purpose or purposes for which the meeting is called.

7.Waiver of Notice. A Member may, at any time, waive any notice required by these bylaws. Except as provided in the following sentence, any waiver must be in writing, be signed by the Member entitled to the notice, specify the meeting for which the notice is waived, and be delivered to the Foundation for inclusion in the minutes or filing with the corporate records. A Member's attendance at or participation in a meeting waives any required notice to the Member of the meeting unless the Member, at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

8.Record Date. The record date to determine the Members entitled to notice of a members' meeting, or to take any other lawful action, shall be as follows:

a.The record date to determine the Members entitled to notice of a members' meeting shall be the day before the day that notice is required to be mailed or otherwise transmitted to Members in accordance with ORS 65.034, or, if notice is waived, then the day before the day on which the meeting is held;

b.The record date to determine the Members entitled to exercise any rights in respect of any other lawful action shall be the day on which the Board adopts the resolution relating thereto or the sixtieth (60th) day before the date of such other action, whichever is later.

ARTICLE II – Board of Directors

The business and affairs of the Foundation shall be managed by a board of seven (7) Directors,a majority of which shall be elected, appointed, or approved by the Our Savior’s Lutheran Church Congregation, 15751 Quarry Road, Lake Oswego, OR 97035, (Congregation)subject to procedures contained in ARTICLE VII.2 of these By Laws. The Board may adopt such rules and regulations for the conduct of its meetings and for the management of the Foundation it deems proper and that are consistent with these By Laws and the Articles of Incorporation.

Article III – Officers

The officers shall consist of the President, Vice-President, Secretary, and Treasurer.

  1. Duties.
  2. The President shall preside at all meetings and perform such duties as pertain to the office of President.
  3. The Vice-President shall perform the duties of the President in his absence.
  4. The Secretary shall keep all records of the Foundation.
  5. The Treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of the Foundation and shall deposit or cause to be deposited in the name of the Foundation all monies or other valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board. Within the discretion of the Board, the Treasurer and any other officer empowered by the Board to deal in any way with the funds of the Foundation shall be bonded at the expense of the Foundation.
  1. Election and Term of Office. The officers of the Foundation are to be elected by the Directors from their number at a meeting of the Directors to be held at least one month prior to the Congregation’s annual meeting. Each officer shall hold office for one (1) year and until his successor shall have been duly elected, or until his death, or until he shall resign, or shall have been removed in the manner hereinafter provided.
  1. Removal. Any officer or agent elected or appointed by the Directors may be removed by the Directors whenever, in their judgment, the best interests of the Foundation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
  1. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Directors for the unexpired portion of the term.

ARTICLE IV – Meetings

The Board shall meet at least quarterly during each year, one of such meetings shall be held no more than a month prior to the annual meeting of the Congregation. Said Board meetings shall be at the call of the President. Any additional meetings may be at the call of the President or any two Directors. Notice of meetings must be provided in writing to each member at least ten (10) days prior to the meetings and must include both time and place of meeting.

ARTICLE V – Quorum

A quorum to conduct business shall consist of four (4) Directors in attendance. Unless otherwise stated in these By Laws or in the Articles of Incorporation, election of officers and other business requiring a vote by the Directors shall be accomplished with a majority vote of the Directors either present or properly voting in absentia.

ARTICLE VI – Management

The Board may elect to name assistant secretaries and assistant treasurers, who are not members of the Board, to assist in the affairs of the Foundation. Such personnel shall work directly under the supervision of the Board.

ARTICLE VII – Committees

The following committees may be established by the Board:

  1. Investment Committee. This shall be a standing committee and shall have responsibility of recommending investments to the Board.
  1. Nominating Committee. This standing committee shall present a slate of nominees for Directors whenever expirations or vacancies occur. For vacancies occurring in unexpired terms, the nominations are to be presented to each Director prior to the election meeting. The slate of nominees may be designated on a form the Directors may use to vote in absentia. For expired terms, nominations provided to the Directors are to be presented to the Congregation’s annual meeting whose majority vote shall determine which nominee(s) are elected to serve on the Board of Directors. Such nominations should be made public at least two (2) weeks prior to the annual meeting. Other nominations for Board vacancies may also be made in addition to those named by the Nominating Committee.
  1. Other Committees. Special Committees may be appointed by the Board to perform such duties as may be assigned.

ARTICLE VIII – Votes by Directors in Absentia

A Director unable to be present at a meeting of the Board may vote for any matter properly coming before the Board for action, including the election of a Director or officer, provided (s)he does so by clearly expressing her/his vote in writing over her/his signature and delivering said in-absentia vote to the Secretary prior to the election meeting to be reported at the meeting by the Secretary. Delivery of an in-absentia vote may be by facsimile or other electronic copy of the properly completed voting form containing the Director’s signature.

ARTICLE IX – Receipt of Property

The Board shall receive and hold property in accordance with the following terms and conditions:

  1. Approval of Receipt. Each gift, devise, or bequest shall be considered for appropriateness, including by not limited to the nature of its source, any conditions or restrictions attached, any possible expenses or liabilities related thereto, and the ability of the Foundation to benefit from and manage the property. The Board may reject gifts it considers inappropriate.
  1. Acknowledgment to Donor. The Board shall acknowledge the receipt of each gift to the Donor.
  1. Title and Custody. Title of property may be taken in the name of the Foundation or in the name of its nominee and shall be in the custody of the Treasurer or a custodian.
  1. Type of Funds. Each item of property shall be assigned to a general endowment fund or a specific reserve fund such as the following: Missions, Youth Assistance, Scholarship Assistance, Building Fund Contingency, Landscaping, Real Property Contingency, Foundation Operations, and Restricted Gifts or Memorials. The Board will plan, program, and budget for transfers between reserve funds and the general fund and expenditures from all such funds.
  1. Memorials. This type of gift can be accepted with care and maintained if the Congregation or the Foundation is benefited, but the Board shall reserve the right at some future time to convert or abandon memorials.
  1. Transfers. The Board may accept transfers of property from the Congregation’s general fund or major gifts, devises, or bequests based on type or dollar amount as the Congregation may provide.

ARTICLE X – Disposition of Property

The Board shall have power to dispose of real property, memorials, or restricted gifts or convert such assets to cash or other property in accordance with the following terms and conditions:

  1. Approvals. Each such asset may be converted or disposed of by an affirmative vote of four (4) of the seven (7) Directors; (provided, however, in the case of memorials or restricted gifts, copies of the proposed action have been sent to the Directors at least ten (10) days in advance of the meeting).
  1. Always Within Powers. The conversion or disposition of memorials or restricted gifts shall always be within the powers of the Board, which powers should be exercised only in a change of circumstances, in the light of possible liabilities, where problems of fund maintenance create impracticable circumstances, or if the gift no longer serves the intended purpose. The Board shall be required to consider a conversion or a substitute use that will follow the intent of the donor, if practicable.

ARTICLE XI – Investments and Professional Services

  1. In General. The Board shall have the exclusive power to hold, protect, manage, and invest the properties in the Foundation with the object of maintaining maximum income and growth in value consistent with investment policies which might be followed by a prudent man in vestment of his own properties under the laws of the State of Oregon as they relate to the Uniform Prudent Management of Institutional Funds Act or its successor. The Board shall not be required to invest in any particular form of investment. The Board may compromise or litigate matters in its absolute discretion.
  1. Employment of Professional Services. The Board shall have the power to employ custodian, depository, trust, brokerage, investment advisors, accounting, insurance, legal, and other professional services or facilities to assist and advise in the management of the Foundation.

ARTICLE XII – Limitations on Use of Funds

The Board shall have the power to use the income of the Foundation and retained income and gains on invested principal, according to the terms and limitations hereinafter provided, to accomplish any and all of the religious, educational, and charitable purposes of the Foundation.

  1. Prohibited Transactions. In its management of the Foundation, the Board shall not do any of the following:
  2. Engage in any form of trade or commercial activity that will result in a remunerative profit to the Foundation;
  3. Engage in the carrying on of propaganda or otherwise attempting to influence legislation; participate in or intervene in (including the publishing or distribution of literature) any political campaign on behalf of any candidate for public office; or contribute any part of the income or principal of the Foundation to any organization engaging in such activities;
  4. Permit any part of the principal or income of the Foundation to inure to the benefit of any manager or Director of the Foundation, (except that reasonable compensation may be paid for services rendered to the Foundation or materials furnished to it affecting any one or more of its purposes), or permit any manager or Director of the Foundation to share in the distribution of any of the properties of the Foundation or dissolution of the Foundation.
  1. IRS Approval. The Board shall cause the Foundation documents to be submitted promptly to the Internal Revenue Service for a determination of its qualified status
  1. IRC Compliance. The Board shall at all times manage the Foundation in a manner consistent with the requirements of the Internal Revenue Code, as it is presently or may hereafter be amended, to protect the exempt status of the operations of the Foundation and Congregation and to ensure that gifts to the Foundation will qualify as charitable contributions to a church.

ARTICLE XIII – Use of Funds/Grants

  1. Income. The Board, for reporting purposes, shall, where feasible, ascribe a value or a nominal value to each gift received. The Board shall determine what property is principal and what is income in accordance with generally accepted accounting principles and shall make all expenditures from Foundation income except as hereinafter provided. Such income shall normally be used for the categories of religious, educational, or charitable purposes of a long-range perspective, but it may be used to supplement the operating income of the Congregation in the event of extreme financial need; provided, however, that the members of the Congregation and the Board of the Foundation intend that this provision shall not be construed to relieve the Congregation of regular and proportionate stewardship in a sum adequate to support the operation of the Congregation.
  1. Principal. The Board shall have the power and authority to invade retained income and gains on invested principal in the event of extreme financial need and necessity for payment of the mortgage before foreclosure, or expenses necessary to keep the Congregation functioning, after all other options and appeals to the Congregation for regular stewardship have failed, and only then upon approval of any four (4) of the seven (7) Directors.

Notwithstanding the limitations set out inthe preceding paragraph in this Article XIII.2, the Board shall have the power and authority to invade retained income and gains on invested principal and principal of the OSLC Programs Fund, as provided by the terms of the Our Savior’s Lutheran Church Foundation Endowment Fund agreement between Foundation and Congregation signed on September 25, 2016.

  1. Request for Grants or Loans. The Board shall establish procedures and forms for receiving and acting upon requests for grants or loans from individuals or groups for appropriate purposes related to the functions of the Congregation and this Foundation. Acceptable grants or loans shall be approved by a majority of the Board at a meeting where a quorum is present, except for instances that require a greater number of affirmative votes as set forth in the provisions of these By Laws.
  1. Expenses. Foundation expenses, including compensation for employees, professional fees, trustee fees, brokerage or custodian fees, insurance premiums, consulting fees, stationery, postage, telephone, or other general operating expenses may be paid by the Board. Procedures will be established for reporting and reimbursement of reasonable and necessary expenses of the Directors in the execution of their functions, but such procedures shall include pre-approval of certain types of expenses such as lodging and transportation.
  1. Annuities and Life Income Gifts. The Board may approve and establish for the grantor of property, either an annuity, (but such annuities can only be provided through a legally licensed insurance company rated A+ by A. M. Best) or a life income from the gift’s earnings, but it shall not obligate this Foundation for any deficiencies.

ARTICLE XIV – Reports and Approvals