IOWA BANDMASTERS ASSOCIATION ENDOWMENT FUND
The name of the Fund shall be the Iowa Bandmasters Association Endowment Fund ("Endowment Fund").
The Endowment Fund is established to receive and administer bequests, estates, insurance, memorials and other assets, to be perpetual and perpetuating. The purpose of the Endowment Fund is to carry out the purposes of the Iowa Bandmasters Association, Inc. ("Corporation") as set forth in its Articles of Incorporation and Bylaws.
OPERATION OF ENDOWMENT FUND COMMITTEE
The Endowment Fund shall be administered by the Endowment Fund Committee which shall be responsible to the Board of Directors.
- Committee Members. The Committee shall consist of 6 members, one from each Iowa Bandmasters Association District, all of whom shall be members in good standing of Iowa Bandmasters Association, Inc. An Endowment Fund Committee member may not serve concurrently on the Board of Directors. The President and Treasurer shall be ex-officio, non-voting members of the Endowment Fund Committee.
- Appointment. The Board of Directors shall appoint members to the Endowment Fund Committee at the annual meeting of the Corporation.
- Term. The term of each member on the Endowment Fund Committee shall be 3 years.
- Vacancies. If a vacancy occurs during the year, it shall be filled by appointment by the Board of Directors.
- Officers. Each year, the Committee shall select from its members a chairperson, treasurer and secretary. The duties of the chairperson will be those usually assigned to a chairperson, including presiding at all Committee meetings and serving as the Committee's representative on the Iowa Bandmasters Association, Inc. Advisory Board. The secretary shall maintain complete and accurate minutes of all meetings of the Committee. The treasurer shall maintain complete and accurate books of accounts of the Endowment Fund.
- Meetings. The Committee shall meet before and/or after the annual meeting of the Corporation. Special meetings may be called on 10 days written or oral notice to the members of the Committee by the chairperson or any two members. The Committee shall make a report of each meeting to the Board of Directors.
- Quorum. A quorum shall consist of a majority of the members of the Endowment Fund Committee. The affirmative vote of a majority present and voting shall carry any motion or resolution.
- Rules and Regulations. The Committee shall establish written rules and regulations as may be necessary for the conduct of its business. It shall adopt standards and goals to guide in the expenditure of income and principal from the Fund which it may amend, all within the stated purposes of the Fund.
- Banking and Signing Checks. The Committee shall maintain accounts with such financial institutions as it may by resolution authorize and determine. All checks and other documents transferring or expending any funds or assets in the Fund shall be executed by the treasurer with the approval of the chairperson of the Committee.
- Bond. Any member of the Committee with check-writing authority, at the expense of the Fund, shall provide a corporate fidelity bond in a principal amount to be determined from time to time by the Committee.
- Advisors. The Committee may request other members of the Corporation to serve as advisory members and may employ, at the expense of the Endowment Fund income, such professional counseling on investments and legal matters as it deems to be for the best interest of the Endowment Fund. Recognizing the importance of proper management of funds held in the Endowment Fund, the Committee may utilize professional investment management services.
- Books and Records. The Committee shall maintain complete and accurate books of accounts and may employ such professional help as it deems necessary in this connection. The books shall be examined annually by the Board of Directors.
- Conflict of Interest. No member of the Committee shall engage in any transactions or matters pertaining to the Fund in which the member of the Committee has a direct or indirect financial interest. Each Committee member shall at all times refrain from any conduct in which his/her personal interest would conflict with the interest of the Fund.
- Removal. The Board of Directors shall have the authority to remove a Committee member from the Committee by a two-thirds (2/3) vote of the members present and voting at a meeting of the Board of Directors if it determines that continued service on the Committee by the member is not in the best interests of the Endowment Fund and the Corporation.
- Receive Gifts. The Endowment Fund Committee or the Corporation may receive funds through gifts, memorials, bequests, wills, estates, life insurance, etc. from any individual, corporation, organization or from any other source in cash or in other property acceptable to them. All endowment funds and property shall be kept and maintained separate, distinct and independent from the funds and property otherwise belonging to the Corporation.
- Investment of Funds. The principal of all funds in the Endowment Fund and all income and proceeds therefrom shall be held, managed, invested and reinvested prudently in order to earn a reasonable rate of return. Investment decisions shall be made taking into account the importance of the safety of the Endowment Fund, the present and anticipated financial requirements of the Fund, the expected total return on the investments of the Fund, price level trends, and general economic conditions, among other relevant considerations. The Committee may utilize professional investment management services, such as a foundation, a bank trust department, or professional money management services.
- Distribution of Income. All income derived from funds or property in the Endowment Fund, the distribution or use of the income from which is not subject to any restriction, condition, limitation or trust, shall be distributed or used only in furtherance of the purposes of Iowa Bandmasters Association, Inc. as set forth in its governing documents and the purposes set forth in this document. The distributions from the Endowment Fund shall be only in such amounts and at such times as may from time to time be determined at any meeting or meetings of the Endowment Fund Committee by the affirmative vote of a majority of the members present at any such meting, a quorum being present.
All funds derived from funds or property in the Endowment Fund, the distribution or use of the income from which is subject to some restriction, condition, limitation, or trust, shall, subject to the provisions of the following paragraph, be distributed or used only for the purposes, in such amounts, at such times, and upon the action of the Endowment Fund Committee, as shall be specified in said restrictions, condition, limitation, or trust; provided, however, that no such distributions from the Endowment Fund shall be made without the affirmative vote of a majority of the Committee members present at any meeting of the Endowment Fund Committee, a quorum being present.
The Endowment Fund Committee shall in no event be required to make physical segregation of the assets of the Endowment Fund in order to conform to the direction of any individual donors, but may establish separate accounts in its accounting records.
The Committee shall have full authority to reject any gift, devise or bequest which contains any restriction, condition or limitation with respect to its distribution or use which is deemed to be inconsistent with the purposes of the Endowment Fund.
D. Consideration of Recommendation. In managing the Endowment Fund, the Committee shall consider recommendations or requests from the Board of Directors and members of the Corporation.
E. Annual Report. The Endowment Fund Committee, at each annual meeting of the Corporation, shall submit a full and complete account of the administration of the Endowment Fund during the preceding year.
F. Education of the Corporation. The Committee shall be responsible for preparing printed information to be distributed to the members of the Corporation which describes the Endowment Fund and its purposes.
G. Acknowledgment of Gifts. The Committee shall be responsible for expressing to all donors to the Endowment Fund the appreciation of the Corporation and the Endowment Fund Committee.
H. Record of Donors. Unless otherwise requested, the names of all donors to the Endowment Fund shall be honored and perpetuated in a book maintained for that purpose.
In the administration of this Endowment Fund, the Endowment Fund Committee shall have all powers and authority necessary to carry out the purposes of the Fund, including the following powers and authority, on behalf of Iowa Bandmasters Association, Inc.:
- To take, have, hold, sell, exchange, rent, lease, transfer, convert, invest, reinvest and in all other respects to handle and manage and control the Endowment Fund, or any part thereof, as they in their judgment and discretion shall deem wise and prudent.
- To retain any property in the form in which received; to convert and reconvert the Endowment Fund, or any part thereof, into other kinds and forms of property, real or personal or mixed; and to invest or reinvest the funds or assets herein, or any thereof, as they shall deem wise and prudent, including in such common or preferred stock, bonds, debentures, mortgages, notes or other securities, investments or property whether real or personal, which they in their absolute discretion may select or determine, and including, without limitation, savings deposits of any bank, mutual savings bank, federal home loan bank or savings and loan association, or in any common trust fund, mutual fund or any like fund, subject to the usual standards of prudence required of trustees of similar funds.
- To receive the income, profits, rents and proceeds of the Endowment Fund and to collect and receipt for the same, and pay all administrative and necessary expenses in connection with it. Expenses are to be paid from the Endowment income.
- To make, execute and deliver all instruments necessary or proper for the accomplishment of the purposes of the Iowa Bandmasters Endowment Fund or any of the foregoing powers, including deeds, bills of sale, transfers, leases, mortgages, assignments, conveyances, contracts, purchase agreements, waivers, releases and settlements.
- To contribute, donate, support or distribute, from time to time, as provided hereunder and for the purposes stated herein, such payments or amounts as the Endowment Fund Committee in its discretion shall determine.
- To determine what is principal and income according to accounting procedures.
- To commingle the funds and property held in the Endowment Fund, and administer such funds as a single fund, so long as the Committee records at all times accurately reflect the receipts and disbursements properly allocable to each fund and the property in each fund.
- To hold investments in the name of the Iowa Bandmasters Association Endowment Fund on behalf of the Corporation and to sign checks and all other necessary documents on behalf of the Corporation in furtherance of the Endowment Fund purposes.
- To employ and reasonably compensate from the Endowment Fund income, accountants, agents and attorneys to assist and advise in the execution of the Endowment Fund, without liability for their omissions or neglect, but using reasonable care in their selection, and to rely on the advice of the persons so employed.
- The Endowment Fund Committee shall not be liable for any losses which may be incurred upon investment of the Endowment Fund except to the extent that such losses shall have been caused by bad faith or gross negligence of the Committee members. No Committee member shall be personally liable as long as he or she acts in good faith and with ordinary prudence in discharging the duties of the office. Each Committee member shall be liable only for his or her own willful misconduct or omissions in bad faith. No Committee member shall be liable for the acts or omissions of any other Committee member, or of any accountant, agent, attorney or custodian selected with reasonable care.
- The Endowment Fund Committee members shall not receive any compensation but may be reimbursed from the income of the Endowment Fund for expenses reasonably incurred.
This Endowment Fund document may not be altered or amended except by a two-thirds (2/3) vote of the Board of Directors present at any regular or special meeting.
TAX EXEMPT STATUS
Any gifts given to the Endowment Fund, as well as all income derived therefrom, shall be used exclusively for religious, charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. No part of the income or property of this Fund shall inure to the benefit or be distributable to any member, director or office of the corporation or to any private person, except that the Endowment Fund Committee is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No part of the activities of the Endowment Fund shall be the carrying on of the propaganda or otherwise attempting to influence legislation, and it shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. The Endowment Fund shall not carry on any other activities not permitted to be carried on by (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or any subsequent corresponding provisions of the future United States Internal Revenue law) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).
The Endowment Fund may be dissolved in accordance with the laws of the State of Iowa. Upon dissolution of this Endowment Fund, and after the payment of all liabilities, obligations, costs and expenses incurred by this Endowment Fund, and any remaining assets shall be distributed to such entities organized and operated exclusively for one or more purposes described in Section 170(c)(2) and 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.