Website Terms and Conditions
This website (“Website”) is owned and operated by the United Methodist Stewardship Foundation (“Foundation”) for the sole purpose of serving the churches, agencies, and individuals of the Susquehanna Annual Conference of the United Methodist Church.
We will make every effort to respond promptly to all communications requiring a response.
You are solely responsible for all financial decisions you make; therefore, you should carefully and independently evaluate any decision, including decisions to invest. We encourage you to consult with your professional advisors, such as your attorney, accountant or financial planner, before making any financial decision. The material provided on our Website is offered as information only and not as financial, legal, accounting or other professional advice. The material provided on our Website has been prepared by us without reference to any particular user’s investment requirements or financial situation. You agree to bear all risks associated with your decisions and to independently evaluate any investment opportunities.
All passwords, information, names, trademarks, service marks, patents, logos, designs, slogans, photographs, videos, materials and other content ("Information") provided on our Website is confidential and proprietary to the Foundation. Information shall be treated at all times as strictly confidential and shall not be copied or duplicated, in whole or in part, or disseminated to anyone without the prior written consent of the Foundation. You may not modify, remove, delete, add to, publish, transmit, create derivative works from, or in any way exploit, commercially or otherwise, the Information. During your use of our Website, you are expressly prohibited from copying, modifying, translating, decompiling, reverse engineering, disassembling, or otherwise determining or attempting to determine source code from any software products or to create any derivative works based upon such products.
Interested Parties Lists
When you request information or services, register for an event, or submit a form, we add your name and any information you provide to us to our interested parties list. Your information will remain confidential and will only be used by the Foundation and its employees to better serve you. This may include adding you to our email communications list.
Links on this Site
Our website may provide links to outside resources. Because the Foundation has no control over these websites and the content they contain, you acknowledge and agree that the Foundation does not endorse these resources, makes no representations regarding them, and is not responsible or liable for any content, advertising, products, or other materials on or available from such resources. You further acknowledge and agree that the Foundation shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, services, or ministries available on or through any such resource.
Event Refund Policy
A full refund will be granted upon request 48 hours prior to an event. After that no refund will be granted. If payment is not received prior to an event and 48 hour notification of cancellation is not received, payment in full will be required. (In practicing good stewardship the Foundation seeks to minimize losses created by unpaid out of pocket expenses.)
We reserve the right to cancel any event. In the event of such cancellation, registrants will be notified prior to the event and full refunds will be issued in the same manner payment was made. If applicable, registrants will be provided the option to transfer their registration to another future event.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE FOUNDATION, NOR, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO OUR WEBSITE OR OUR SERVICES, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY:
LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING);
ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;
LOSSES CAUSED BY ANY UNAUTHORIZED USE OF YOUR ACCOUNT;
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA OUR WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE FOUNDATION IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION OF LIABILITY ALSO APPLIES WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY LINKED SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN THE FOUNDATION.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Foundation, its directors, officers, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including but not limited to attorney's fees) arising from or relating to: (i) your use or misuse of and access to our Website, or any content thereon; or (ii) your violation of any term of this Agreement.
Changes to the Terms and Conditions
We reserve the right to update and change this policy, from time to time, in our discretion.
The terms of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to principles of conflict of laws. You irrevocably consent to the exclusive jurisdiction and venue of the appropriate state and federal courts located in Cumberland County, Pennsylvania.
By your use of our Website, you agree that you have read, understand and agree to abide by these Terms and Conditions. You acknowledge and agree that you intend to form a legally binding contract by utilizing or viewing our Website. A printout of these Terms and Conditions constitutes a "writing" under any applicable law or regulation and shall be admissible as such in any judicial or administrative proceeding.
These Terms and Conditions, and any other legal notices published by us on our Website, shall constitute the entire agreement between you and the Foundation concerning your use of our Website and supersedes all prior or contemporaneous communications, agreements and understandings between the Foundation and you with respect to the subject matter hereof. To the extent these Terms and Conditions conflict with the terms of any other legal notices published by us on our Website, these Terms and Conditions will control. These Terms and Conditions shall not be assignable by you, either in whole or in part. The failure of the Foundation to enforce any right or provision of these Terms and Conditions will not constitute a waiver of future enforcement of that right or provision. The waiver of such right or provision may only become effective upon written agreement signed by a duly authorized representative of the Foundation. The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. If for any reason any provision of these Terms and Conditions, or a portion thereof, shall be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions, and the remainder of these Terms and Conditions shall continue in full force and effect. If any provision of the Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Terms and Conditions and will not affect the validity and enforceability of any remaining provisions.
Conflict of Interest Policy
Article I: General Statement
It is recognized that divided loyalties will arise from time to time in charitable organizations if knowledgeable persons with broad experience in investments, stewardship, religious ministries, accounting, legal and other services are attracted to serve as members of the Boards of Directors of those organizations.
Active community persons who serve on much charitable and volunteer board bring knowledge and experience which help organizations like The United Methodist Stewardship Foundation (“The Foundation”) accomplish more with their programming and increase their asset bases through practiced financial stewardship.
These many relationships argue for a comprehensive policy which gives directors, officers, members of a committee with board-delegated powers, consultants and employees of the Foundation (“Foundation Representatives”) guidance about how to handle scenarios when divided loyalties must be dealt with in accordance with laws of the Commonwealth of Pennsylvania and with concern for the reputation, integrity, and mission of The Foundation.
The duty of loyalty requires Foundation Representatives to exercise their powers in the interest of The Foundation not in their own interest or the interest of another entity or person. The duty of loyalty also requires that Foundation Representatives be conscious of the potential for conflicts of interest and act with candor and care in dealing with such situations.
Conflicts of interest involving a Foundation Representative are not inherently illegal nor are they to be regarded as a reflection on the integrity of the board or of the Foundation Representative. It is the manner in which the Foundation Representative and The Foundation’s Board of Directors deal with a disclosed conflict which determines the propriety of the transaction. The basic legal principle to be observed here is a negative one: A Foundation Representative shall not use his/her position with The Foundation for individual personal advantage.
Article II: Purpose
The purpose of this Conflict of Interest Policy is to protect the interest of The Foundation, a Pennsylvania non-profit corporation and a 501(c) organization, when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of The Foundation. This Policy is intended to supplement, but not replace, any applicable state laws governing conflicts of interest applicable to non-profit and charitable or religious organizations.
This Policy sets forth specific rules for Foundation Representatives to limit their actions involving divided loyalties which could adversely affect the decisions of The Foundation and the collegiality necessary for good governing. Foundation Representatives are encouraged to take additional actions beyond those specified in this Policy to handle situations where there are divided loyalties and the strict language of this Policy does not seem adequate to achieve its goals.
For example, Foundation Representatives should not act as advocate for The Foundation for personal charitable causes outside the formal meetings of The Foundation through private contact, communication or discussion. They should not infer to potential donors and investors and other interested parties that they can influence the decision-making processes of The Foundation other than through their regular roles outlined in The Foundation’s governing instruments.
Likewise, Foundation Representatives should not put staff members in situations where undue influence can be applied by that Foundation Representative or his/her associates on behalf of a particular organization. The avoidance of an appearance of impropriety should be the test that Foundation Representatives use to govern their conduct beyond the rules of this Policy.
The Foundation’s Board of Directors should not assume that a conflict cannot exist for a director who receives no monetary or other tangible benefit from a transaction with The Foundation. Access to information which could be used for individual profit might put a Foundation Representative in conflict with The Foundation.
Article III: Definitions
Interested Person. Any Foundation Representative who has a direct or indirect financial interest, as defined below, is an interested person. An indirect interest shall include an interest of a spouse or child or a position of a Foundation Representative, employee or substantial contractor held by a spouse or child.
Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
- An ownership or investment interest of 10% or greater in any entity with which The Foundation has a transaction or arrangement, or
- A compensation arrangement with The Foundation or with any entity or individual with which The Foundation has a transaction or arrangement, excluding the routine payment of dividends and interest from financial institutions, or
- A potential ownership or investment interest of 10% or greater in, or compensation arrangement with, any entity or individual with which The Foundation is negotiating a transaction or arrangement excluding the routine payment of dividends and interest from financial institutions
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.
A financial interest is not necessarily a conflict of interest. Under this Policy, a person who has a financial interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists.
Substantial Contractor Relationship. A substantial contractor relationship is present when there is any relationship where more than $5,000 per annum is paid for goods or services to or by the board member, spouse of the board member, and children of the board member, in the aggregate, to the organization or any of its affiliated entities.
Affiliated entities. This includes one-hundred-percent owned subsidiaries, organizations controlled by inter-locking directorates (often found in non-profit settings), and organizations where common control is maintained through nomination and appointments. In general, for non-profit groups, affiliation is present when organizations are required under accounting standards to be included in a single audit.
Article IV: Disclosure Procedures
Duty to Disclose. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of her/his financial interest and must be given the opportunity to disclose all material facts to The Foundation’s Board of Directors and members of committees with board-delegated powers considering the actual or proposed transaction or arrangement.
How to Disclose. The Executive Director of The Foundation will prepare an appropriate form which will be used by each director to list present charitable organization affiliations, including service on different agencies of the United Methodist Church. This form will be completed upon acceptance of the nomination for membership on The Foundation’s Board of Directors and be updated thereafter at the annual Reorganizational Meeting of The Foundation’s Board of Directors. Disclosure should cover involvement in any other governing board, taskforce, advisory council, or a similar group associated with an organization (alumni council, church work area, etc.) and as an officer of an organization.
In addition, the form will contain similar information about the spouse of the director and will report service of a child of a director as an employee of any such organization. The forms will be kept on file by The Foundation and shall be available for review by any board member. The form will be provided to each director during each Re-organizational Meeting of the Board of Directors for review and updating annually.
Article V: Determining Whether a Conflict of Interest Exists
After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or Committee Meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Committee Members shall decide if a conflict of interest exists.
Any director who is a director or officer of or has a direct or indirect financial interest (including having a substantial contractor relationship) in a corporation, partnership, association or other organization which is a proposed or actual contracting party or participant in a transaction with The Foundation shalldisclose such relationship to the Committee Chairperson, Board President or Vice President presiding over the meeting considering the contract or transaction as soon as the potential conflict is realized.
Any director aware of such conflict shall also disclose the matter to the Committee Chairperson, Board President, Vice President or Executive Director in the absence of disclosure by the affected board member. The Committee Chairperson, Board President, Vice President or Executive Director shall disclose the material facts of the relationship or interest (or request such disclosure by the board member) to the applicable Committee or entire Board of Directors.
A board member subject to this Policy shall be entitled to listen to the general presentation of the issue to the committee or board and to provide any additional or corrective factual information deemed relevant by that board member. Following presentation of that factual information, the board member will be excused from the meeting room during further discussion and final action.
Any contract or transaction involving such a conflict of interest may be approved by a majority vote of the disinterested board members even though the disinterested board members are less than a quorum.
The Board President or Committee Chairperson shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
In general, a director’s conflict will be cleared of any consequence by first, full disclosure, and second, approval or ratification of the subject action by a disinterested majority of directors. The foregoing principles should guide the board and its members: The first rule is awareness, the second disclosure, and the third is disinterested review.
After exercising due diligence, the board or committee shall determine whether The Foundation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in The Foundation’s best interest and for its own benefit and whether the transaction is fair and reasonable to The Foundation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
Many statutes uphold the validity of a transaction authorized even when a director had an undisclosed interest therein, if the transaction was “fair”, but in the event of litigation, the non-disclosing director, and in some instances, even the disinterested directors who supported the transaction, will have the burden of proving fairness.
Article VI: Treatment of Insider Transactions
In some cases The Foundation’s Board of Directors may legitimately choose to deal with an inside supplier of goods and services because of greater familiarity with the supplier’s reliability. Although such association with a director providing services might result in extra benefits for The Foundation, The Foundation’s records must show that the best interests of The Foundation were the overriding consideration in deciding to use such a supplier.
Corporate Opportunity. Before a director engages in a transaction which she/he reasonably should know may be of interest to The Foundation, the director should disclose the transaction to the Board of Directors in sufficient detail and adequate time to enable the board to act or decline to act with regard to such transaction.
A corporate opportunity arises when a director knows that she/he can participate in a transaction which would plausibly fall within The Foundation’s present or future activities. The director should affirmatively present the opportunity to the board before participating in the transaction outside The Foundation. A director should, for her/his self-protection, and as a matter of good corporate practice, make a clear record of such disclosure and request that the board’s abstention (if any) from exercise of the opportunity be explicit and of record.
Article VII: Additional Special Rules
Any member of the Investment Management Committee or Consultant to the Investment Management Committee who has an interest as described herein in an investment manager, advisor or custodial of The Foundation shall not participate in the review of the performance of that manager, advisor or custodian or in any decisions relative to that manager, advisor or custodian.
In addition, any Foundation Representative or Consultant to the Investment Management Committee who receives the services of an investment manager, advisor or custodian under contract with The Foundation (or whose spouse receives those services) shall disclose that relationship on the disclosure form. That relationship (or a service relationship with any entity being considered for a contract as investment manager, advisor or custodian with The Foundation) will be orally disclosed by the Foundation Representative, Chairperson, President, Vice President or Executive Director to the Board or Committee prior to any action taken relative to said investment manager, advisor or custodian.
In some cases, a Foundation Representative may have an interest in a transaction but be unable, because of duties running to others, to disclose the nature of the interest. In such a case, the director should at least say that such an interest exists, consider leaving the meeting, or at least abstain from the discussion and not vote thereon. Where the conflicting interest presents so difficult a problem that even the above measures are impossible, the director should consider resigning.
Article VIII: Violations of the Conflicts of Interest Policy
If The Foundation’s Board of Directors or any committee of the Foundation has reasonable cause to believe that a Foundation Representative has failed to disclose actual or possible conflicts of interest, it shall inform the Foundation Representative of the basis for such belief and afford the Foundation Representative an opportunity to explain the alleged failure to disclose.
If, after hearing the response of the Foundation Representative and making such further investigation as may be warranted in the circumstances, The Foundation’s Board of Directors or committee determines that a Foundation Representative has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and correction action.
Article IX: Recordings of Proceedings
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.
- The director having a conflict should record her/his absence from discussion and abstention from a vote relating thereto.
Article X: Compensation
A voting member of The Foundation’s Board of Directors who receives compensation, directly or indirectly, from the Foundation or the Conference of the United Methodist Church for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee of the Foundation whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from The Foundation or the Conference of the United Methodist Church for services is precluded from voting on matters pertaining to that member’s compensation.
Article XI: Annual Statements
Each Foundation Representative, of a committee with board-delegated powers shall annually sign a statement which affirms that such person:
- has received a copy of this Conflict of Interest Policy,
- has read and understands the policy,
- has agreed to comply with the policy, and
- understands that The Foundation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article XII: Periodic Reviews
To ensure that The Foundation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- whether compensation arrangements and benefits are reasonable.
- whether partnership, joint-venture arrangements and arrangements with management service organizations conform to The Foundation’s written policies, are properly recorded, reflect reasonable payments for goods and services, further The Foundation’s charitable purposes and do not result in inurement or an impermissible private benefit.
Article XIII: Use of Outside Experts
In conducting the periodic reviews provided for herein, The Foundation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve The Foundation’s Board of Directors of its responsibility for ensuring that periodic reviews are conducted.
Article XIV: Confidentiality
A Foundation Representative should treat as confidential all matters involving The Foundation and the constituencies it serves until there has been general public disclosure or unless the information is a matter of public record or common knowledge.
Board Members’ Duties
Knowledge of and/or skills in one or more of the following would be very helpful, but not essential, to carry out the responsibilities of Directorship (presented in no particular order):
- Ethical commitment to avoid any level of self interest in regards to the investments, hired managers and custodians, and vendors engaged by The Foundation
- Familiarity or interest in investments
- Familiarity or interest in marketing
- Understanding of servicing clients in terms of professional presentation, timeliness of meetings and reporting, use of technology, and maintenance of records and confidentiality
- Familiarity or interest in planned lifetime and estate gifts
- Familiarity or interest in stewardship education in the local church
The following attributes and/or experiences would also be helpful in meeting the responsibilities of Directorship:
- Experience with United Methodist polity and structure
- Experience with dynamics of local church finances and stewardship
- Prior experience as a Director
- Willingness to actively share your point of view and listen to others to meet the common goal as determined by the group
I. Per the Bylaws of The United Methodist Stewardship Foundation
- Member of a United Methodist Church
- Shall have demonstrated their interest in and support of the United Methodist Church and its commitment to connectional relationships
- Familiar with the vision and mission of the Conference
- Knowledge, skills and disciplines useful in meeting the responsibilities of Directorship
- Receive a thorough explanation of such responsibilities
- Shall confirm willingness to devote the time and effort required to meet his/her obligations
- Subscribe to the mission and vision of The Foundation
- Commitment to comply with the meeting requirements of this position
II. Time and Travel Expectations
- Currently three Board meetings per year (February, July and November)
- Meeting duration ranges from one to five hours beginning at 10:00 AM with lunch provided when necessary
- Current meeting locations are: Conference Center, 303 Mulberry Drive, Mechanicsburg, Pennsylvania
- Participation on at least one committee: Audit, Executive, Finance, Investment Management, Marketing, Strategic Plan Implementation
- Committees meet as needed throughout the year and determine their own dates, times and locations
- Participation, as available, in client meetings and events sponsored by The Foundation to advocate and promote the work and services provided by The Foundation
- Three-year term
- Shall serve no more than three consecutive terms
Code of Ethics and Professional Standards
The United Methodist Stewardship Foundation (hereinafter, “The Foundation”) is organized primarily to support and enhance the work of United Methodist Churches through stewardship education and solicit, accept, develop and/or promote current and planned gifts, endowment funds, or funds held in trust for United Methodist Churches and causes and for other non-profit charitable organizations.
Employees of The Foundation and The Foundation’s Board of Directors embrace the following Code of Ethics and Professional Standards in their efforts to manage and develop resources for United Methodist Churches and causes and for other non-profit charitable organizations.
Employees and Members of The Foundation’s Board of Directors:
- Affirm, through personal behavior and giving, a commitment to Jesus Christ and the United Methodist Church.
- Provide professional services with integrity, honesty, truthfulness, objectivity and adherence to the absolute obligation to safeguard the public trust.
- Act according to the highest standards and visions of our organization, profession and conscience.
- Provide services with a high degree of competency, striving to maintain the necessary knowledge and skills, while also recognizing our own individual boundaries of competence.
- Put philanthropic mission above personal gain, setting compensation structures that are not based on commissions for dollars raised.
- Respect the confidentiality of donors and ensure that gifts are used in accordance with the donor’s intentions.
- Foster cultural diversity and pluralistic values, treating all peoples with dignity and respect.
- Take steps to ensure the highest standards by having sound administrative practices including an annual financial audit, regular board meetings that are well-documented, insurance, and written personnel policies.
- Encourage directors and staff to pursue continuing education by subsidizing or providing funding for such events and/or classes as may be appropriate.
- Adhere to the spirit as well as the letter of all applicable laws and regulations
AMENDED AND RESTATED
THE UNITED METHODIST STEWARDSHIP FOUNDATION
ARTICLE I — NAME AND DURATION
The name of the corporation is The United Methodist Stewardship Foundation and the duration is perpetual.
ARTICLE II — PURPOSE
The United Methodist Stewardship Foundation (hereinafter referred to as “The Stewardship Foundation”) established under the laws of the Commonwealth of Pennsylvania provides a structure for the people of God to make contributions or gifts from whatever source whether unrestricted or for designated purposes and hold the same for such designated purposes or subject to any conditions specified in the terms of the gift or grant and in furtherance of the purposes of The Stewardship Foundation which includes the current and future ministry and mission of the Susquehanna Conference The United Methodist Church (the “Conference”) and its local churches, and other charitable, religious or educational organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), or corresponding section of any federal tax code, provided that such organizations’ purpose and mission are consistent with The Social Principles of The United Methodist Church. The Stewardship Foundation shall promote, receive, manage and distribute such contributions and gifts or the income therefrom. The Stewardship Foundation shall also conduct programs of Christian stewardship education on behalf of the Connectional Ministries of the Conference. The Stewardship Foundation shall operate exclusively for charitable and religious purposes within the meaning of Section 501(c)(3) of the Code, and solely for such purposes exercise all rights and powers conferred by the laws of the Commonwealth of Pennsylvania upon nonprofit corporations.
The Stewardship Foundation shall not carry on any other activity not permitted to be carried on (a) by a corporation exempt from federal income tax under Section501 (c)(3) of the Code (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Sections 170, 2055, and 2522 of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law). No part of the net earnings of The Stewardship Foundation shall inure to the benefit of, or be distributable to its members, officers, directors or other private persons except that The Stewardship Foundation shall be 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 substantial part of the activities of The Stewardship Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and The Stewardship Foundation 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.
ARTICLE III — LOCATION
The principal office of The Stewardship Foundation shall be located at 303 Mulberry Drive, Suite 300, Mechanicsburg, Cumberland County, Pennsylvania, or at such other location as the Board of Directors of The Stewardship Foundation may subsequently determine. The Stewardship Foundation may have such other office within the bounds of the Conference as the activities of The Stewardship Foundation may require and as the Board of Directors may determine from time to time.
ARTICLE IV — MEMBERSHIP
The members of The Stewardship Foundation shall be all clergy and laity members of the Conference, as defined by the then current Book of Discipline of The United Methodist Church (collectively, the “Members”). The Members may vote and take action and transact any business of The Stewardship Foundation that may be properly transacted by the Members at any time in a given calendar year.
ARTICLE V — MEETINGS OF MEMBERS
Section 5.1 Annual Meeting. An Annual Meeting of the Members shall be held at the place of the annual meeting of the Conference (the Annual Conference), the hour and day to be set by the President of The Stewardship Foundation in consultation with the Sessions Committee of the Conference. This meeting shall be presided over by the Presiding Bishop of the Susquehanna Conference of the United Methodist Church, with the Conference Secretary recording the official minutes. At such Annual Meeting, The Stewardship Foundation shall distribute a written report, including an audit summary, showing its income, expenses, gifts received, investment transactions, income earned on investments, distributions made, and a listing of the assets on hand as of the end of the preceding calendar year.
Section 5.2 Special Meetings. Special meetings of the Members may be called by the President of The Stewardship Foundation, or any two officers of The Stewardship Foundation, or upon written petition containing the signatures of not less than one-tenth of the membership.
Section 5.3 Notice of Meeting. Separate written notice of the Annual Meeting of the Members of The Stewardship Foundation shall not be required since the notice of the Annual Conference session shall be deemed to constitute a note of that meeting. In case of a special meeting, the purpose or purposes of the meeting, as well as the date, time and place thereof, shall be stated in a written notice. If mailed, the notice may be sent by regular mail and shall be deemed to be delivered when (1) addressed to the Members at the addresses on the records of the Conference, (2) adequate postage thereon has been paid, and (3) deposited in the United States mail. Such notice shall be given not less than twenty, nor more than fifty, days before the date of the special meeting. Notice of an adjourned meeting is required.
Section 5.4 Voting Rights and Quorum. Each Member shall be entitled to one vote. Voting shall be in person and not by proxy. At any meeting of the Members, those Members who are present and voting shall constitute a quorum. A majority vote shall govern, except where a larger number is required by statute.
ARTICLE VI — GOVERNANCE
Section 6.1 Board of Directors. The affairs of The Stewardship Foundation shall be managed by a Board of Directors, all of whom must be adult members of the United Methodist Church. They may or may not be laity members of the Annual Conference.
Section 6.2 Authority — General. The Board of Directors shall have power in general to do all things in and about control and management of the property and affairs of The Stewardship Foundation consistent with the law, the Articles of Incorporation of The Stewardship Foundation and these Bylaws. It may from time to time adopt such regulations as the Directors may deem prudent and expedient within the scope of these Bylaws with respect to the powers and duties of the officers, assistant officers and agents of The Stewardship Foundation, and with respect to the conduct of The Stewardship Foundation’s business. The Board of Directors shall have no power or authority whatever to obligate the Conference, the United Methodist Church, nor any parts thereof, on any contract, agreement, purchase order, or for any financial commitments of any character or description created, undertaken, or assumed by The Stewardship Foundation.
Section 6.3 Limitation of Authority Regarding Distribution of Gifts or the income Therefrom. Undesignated contributions and gifts (i.e., contributions and gifts received from donors who have not given written directions regarding the use to be made thereof) and the income therefrom shall be distributed as determined by the Conference Council on Finance and Administration. Written directions from donors regarding the use to be made of their contributions and gifts or the income therefrom shall be strictly adhered to, except when deviations from those directions have been approved by a court of law, or except when such directions do not further the charitable, religious and educational purposes of The Stewardship Foundation pursuant to Section 501(c)(3) of the Code.
Section 6.4 Limitations on the Board of Directors. Without the approval of the Members, the Board may not:
amend The Stewardship Foundation’s Articles of Incorporation or the Bylaws; or
authorize fundamental changes to The Stewardship Foundation, including the adoption of a plan of dissolution of The Stewardship Foundation; the adoption of a plan of merger, consolidation, division, conversion or affiliation with another entity; and change to the current corporate organizational structure.
Section 6.5 Membership of the Board. The Directors shall be up to seventeen (17) in number. Twelve Directors shall be elected at-large, one-fourth of whom shall be clergy as defined in the then current Book of Discipline of the United Methodist Church. In addition, the Immediate Past President of The Stewardship Foundation, provided that such individual may be appointed and removed as determined by the Board of Directors, shall serve as a voting Director. The following four persons shall serve as ex-officio, non-voting members:
the Resident Bishop of the Harrisburg Episcopal Area or the Bishop’s designate,
the President of the Conference Board of Trustees or the President’s designate,
the Chairperson of the Conference Connectional Ministries or the Chairperson’s designate, and
the Chairperson of the Conference Council on Finance and Administration or the Chairperson’s designate.
The Treasurer/Comptroller of the Conference, or designee, and the Executive Director of The Stewardship Foundation also shall participate in meetings of the Board, without vote.
Section 6.6 Term of Office. The at-large Directors shall be elected for a term of three (3) years, except for elections to fill unexpired terms. No at large Director shall serve more than three (3) complete consecutive terms, not including serving for an unexpired portion of a prior Director’s term. After serving three (3) complete consecutive terms, a Director must wait one (1) year from the date such Director’s last term ended before being elected for a new term.
Section 6.7 Nominations. (a) The nominations shall be submitted by the Conference Committee on Nominations for election by the Members of The Stewardship Foundation at its Annual Meeting, such nominations to come from the Committee on Nominations. To assist them the Board of Directors of The Stewardship Foundation shall provide one name for each vacancy to be filled. Additional nominations also may be made by petition signed by twenty-five (25) or more Members of The Stewardship Foundation and filed with the Secretary of The Stewardship Foundation at least ten (10) days prior to the scheduled time for the election.
(b) In selecting candidates for at-large Directors who are clergy or laypersons, The Stewardship Foundation shall make a good faith effort in the nomination process to have equal representation from each district in the Conference.
Section 6.8 Election of Directors. Directors shall be elected by majority vote of the Members of The Stewardship Foundation during Annual Meetings of The Stewardship Foundation, except to fill interim vacancies.
Section 6.9 Interim Vacancies. Vacancies during the interim between Annual Meetings may be filled until the close of the next Annual Meeting by a majority vote of the Directors then in office, after consultation with the Chairperson of the Conference Committee on Nominations. At the next Annual Meeting after a vacancy occurs, a Director shall be elected by the Members of The Stewardship Foundation to fill the unexpired term.
Section 6.10 Removal of Directors. Except as provided in Section 6.5 herein, Directors may be removed from office by a majority vote of the Members of The Stewardship Foundation in attendance at the Annual Meeting. In addition, both the Board and the Members shall have the power to remove any Director from office whenever, in its respective judgment, the best interests of The Stewardship Foundation will be served by taking such action. For removal by the Board, such action shall require a two-thirds vote of the Directors at large and the Immediate Past President who are then in office.
Section 6.11 Meetings. The Directors shall hold regular meetings at least twice each year. Special meetings may be called by the President or by three Directors.
Section 6.12 Notices of Meetings. At least ten days advance notice of any meeting, including the time and place, shall be given in writing to each Director. Notice of an adjourned meeting shall not be required, except for an announcement made at the meeting at which the adjournment action is taken. Such notice shall be either in person, by telephone, by postal service mail (postage pre-paid), by telegram, by common carrier, or by facsimile transmission to the address and/or number supplied by each Director for the purpose of such notification..
Section 6.13 Quorum. One-half of the Directors at large and the Immediate Past President then in office shall constitute a quorum for the transaction of business at a meeting, and, except as otherwise provided herein, the acts of a majority of those Directors who are present shall be deemed to be the acts of the Board of Directors.
Section6.14 Executive Committee. The Board of Directors shall have an Executive Committee consisting of the elected officers and such other persons, if any, as may be selected for that purpose by the Board. The Executive Committee shall exercise the powers granted to it by the Board of Directors. Minutes shall be recorded of all meetings of the committee. A copy of these minutes shall be maintained in the corporate files located at the office of The Stewardship Foundation, and a copy of these minutes shall be submitted to the Board of Directors.
Section 6.15 Other Committees. The Board of Directors may have other standing or ad hoc committees, with such powers, duties and members as may be determined by the Board of Directors from time to time. The President shall be an ex-officio member of all committees. Minutes shall be recorded of all meetings. A copy of these minutes shall be maintained in the corporate files located at the office of The Stewardship Foundation, and a copy of these minutes shall be submitted to the Board of Directors.
Section 6.16. Action by Consent. Any action which may be taken at a meeting of the Board may be taken without a meeting if unanimous consent in writing setting forth the action so taken shall be signed by all of the Directors then in office and filed with the Secretary of The Stewardship Foundation.
Section 6.17 Meetings by Conference Telephone. One or more Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment which permits all persons participating in the meeting to hear each other, and all persons so participating shall be deemed present in person at the meeting.
Section 6.18 Resignation. A Director may resign at any time by giving written notice of resignation to the Secretary of The Stewardship Foundation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6.19 Compensation. Directors shall not be entitled to receive compensation from The Stewardship Foundation for their services as Directors or in any other capacity, except that they may be reimbursed for expenses reasonably incurred in the performance of their duties.
Section 6.20 Conflict of Interest. Each Director of The Stewardship Foundation stands in a fiduciary relationship with The Stewardship Foundation and is required to perform his or her duties in good faith, in the best interests of The Stewardship Foundation and with reasonable care. In order to preserve its tax exempt states under Section 501(c) of the Code, The Stewardship Foundation must avoid conferring a private benefit on individuals, particularly “insiders” which includes directors or officers of The Stewardship Foundation. The Board shall adopt a Conflicts of Interest Policy. Any transaction or arrangement between an “insider” and The Stewardship Foundation must be approved in accordance with the provisions of such policy.
Section 6.21 Personal Liability of Directors:
A Director shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless;
the Director has breached or failed to perform the duties of his or her office under 15 Pa. C.S.A. Sections 512 and 5712; and
the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
This Section 6.21 shall not limit a Director’s liability for monetary damages to the extent prohibited by the provisions of the Pennsylvania Nonprofit Corporation Law of 1988, as amended.
Section 6.22 Standard of Care; Justifiable Reliance.
A Director shall stand in a fiduciary relation to The Stewardship Foundation and shall perform his or her duties as a Director, including duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner the Director reasonably believes to be in the best interests of The Stewardship Foundation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
One or more officers or employees or other persons of The Stewardship Foundation whom the Director reasonably believes to be reliable and competent in the matters presented.
Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person.
A committee of the Board upon which the Director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.
A Director shall not be considered to be acting in good faith if the Director has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.
Consideration of Factors. In discharging the duties of their respective positions, the Board, committees of the Board and Directors may, in considering the best interests of The Stewardship Foundation, consider the effects of any action upon communities in which offices or other establishments of The Stewardship Foundation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of Section 6.21 above.
Presumption. Absent breach of fiduciary duty, lack of good faith or self-dealing, any action taken as a Director or any failure to take any action shall be presumed to be in the best interests of The Stewardship Foundation.
Notation of Dissent. A Director who is present at a meeting of the Board, or of a committee of the Board, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless the Director files a written dissent to the action with the secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the secretary of The Stewardship Foundation immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of the action. Nothing in this section shall bar a Director from asserting that minutes of the meeting incorrectly omitted his dissent if, promptly upon receipt of a copy of such minutes, the Director notifies the secretary of the meeting of the in writing of the asserted omission or inaccuracy.
ARTICLE VII — OFFICERS
Section 7.1 Enumeration. The Stewardship Foundation shall have a President, a Vice-President, a Secretary and a Treasurer, and may have such other officers and assistant officers as the Board of Directors shall authorize from time to time.
Section 7.2 Election. The officers of The Stewardship Foundation shall be elected by the Board of Directors at an organizational meeting to be held not more than thirty days after the close of each Annual Meeting of the Members of The Stewardship Foundation. Interim elections to fill unexpired terms of officers may be conducted by the Board as the need arises.
Section 7.3 Nominations. Prior to each organizational meeting, the President, in consultation with the Executive Committee, may appoint a Nominating Committee to nominate officers for election by the Board of Directors. Additional nominations may be made from the floor at the organizational meeting.
Section 7.4 Duties of Officers. The duties of the officers shall be the usual and customary duties of the offices so held or may be prescribed by motion or resolution.
Section 7.5 Removal of Officers. Any officer or agent elected or appointed by the Board may be removed either by the Members or by a majority of the Board whenever, in their respective judgments, the best interests of The Stewardship Foundation will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. The Board has the power to fill any vacancies in any office occurring in any manner.
Section 7.6 Resignation. An officer may resign at any time by giving written notice of resignation to the Secretary of The Stewardship Foundation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 7.7 Form of Execution of Certain Instruments. Any note, mortgage, evidence of indebtedness, or security agreement, or any assignment or endorsement thereof, executed or entered into between The Foundation and any other person, must be signed by the President or Vice President and Secretary or Assistant Secretary or Treasurer or Assistant Treasurer of The Foundation, only after being approved by the Board of Directors.
ARTICLE VIII — EXECUTIVE DIRECTOR AND STAFF
The Board of Directors may choose to employ an Executive Director to administer the day-to-day activities of The Stewardship Foundation and to execute the policies, programs and other measures for carrying out the purposes of The Stewardship Foundation and such other duties as may be assigned from time to time by the Board of Directors, the Executive Committee or the President. The Executive Director shall participate in meetings of the Board of Directors but shall not have the power to vote on any matter under consideration by the Board. The Executive Director shall be responsible for employing and supervising such staff as may be authorized from time to time by the Board of Directors.
ARTICLE IX — ACTIONS CONSISTENT WITH
THE BOOK OF DISCIPLINE
The affairs of The Stewardship Foundation shall be conducted in a manner consistent with The Book of Discipline of the United Methodist Church, insofar as such provisions apply to The Stewardship Foundation. Funds held for investment shall be invested in harmony with The Social Principles of The United Methodist Church.
ARTICLE X — RELATIONSHIPS
The Stewardship Foundation shall be amenable to the Conference and shall work in coordination and cooperation with the Conference, its agencies, local churches, and the institutions related thereto, and shall provide such financial development services as may from time to time be mutually agreed upon by The Stewardship Foundation and those institutions.
ARTICLE XI — AMENDMENT OF BYLAWS
Section 11.1 Authority of the Board. Subject to the limitations provided by law and the then current Book of Discipline of The United Methodist Church, the Board of Directors shall have the power to make, alter, amend or repeal the Bylaws of The Stewardship Foundation, subject to the power of the Members of The Stewardship Foundation to veto, alter, amend or repeal the same. Any such action to change the Bylaws shall require a two-thirds vote of the Directors at large and the Immediate Past President who are then in office. This may be done at a regular or special meeting duly convened after written notice of that purpose to all of the Directors.
Section 11.2 Authority of Members. If the Bylaws should be changed by the Directors as specified in Section 11.1, written notice of that change shall be given to the Members of The Stewardship Foundation within thirty (30) days after approval of the change by the Board of Directors, but not less than ten (10) days prior to the next meeting of the Members. The Members need not take any action upon such a change but they have the authority to approve, veto, alter, amend or repeal the same, by a two-thirds vote of voting Members present at a properly scheduled meeting of the membership.
ARTICLE XII — INDEMNIFICATION
Section 12.1 Definitions. For purposes of this Article:
“The Stewardship Foundation” means the corporation named at the beginning of these Bylaws, and if it is involved in any consolidation or merger, each constituent corporation absorbed in, and each surviving or new corporation surviving or resulting from, such consolidation or merger;
“Liability” means any compensatory, punitive or other damages, judgment, amount paid in settlement, fine, penalty, excise tax assessed with respect to an employee benefit plan, and cost or expense of any nature whatsoever, including without limitation attorneys’ fees and costs of Proceedings;
“Indemnified Capacity” means any and all past, present and future service by a Representative in one or more capacities:
as a director, officer, employee or agent of corporation, or
at the request of The Stewardship Foundation, as a director, officer, employee, agent, director or fiduciary of another corporation or any partnership, joint venture, trust, employee benefit plan, or other entity, enterprise or undertaking, including service as a representative that imposes duties on or involves service by the representative with respect to an employee benefit plan, its participants or beneficiaries;
“Proceeding” means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative, and whether formal or informal, and whether brought by or in the right of The Stewardship Foundation, or otherwise; and
“Representative” means any person who (i) serves or has served as a director, officer, employee or agent of The Stewardship Foundation, or (ii) has been expressly designated by the Board as a Representative of The Stewardship Foundation for purposes of and entitled to the benefits under this Article XII.
Section 12.2 Indemnification. Subject to the subsequent provisions of this Section 12.2 and of Section 12.3, The Stewardship Foundation shall indemnify a Representative against any Liability actually and reasonably incurred by the Representative in connection with any Proceeding in which he or she may be involved as a party or otherwise by reason of the fact that the Representative is or was serving in an Indemnified Capacity, including without limitation any Liability resulting from an actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence, or act or omission giving rise to strict or products liability, except to the extent: (a) the conduct of the Representative is determined by a court to have constituted willful misconduct or recklessness; (b) the conduct of the Representative is based upon or attributable to his or her receipt from The Stewardship Foundation of a personal benefit to which the person is not legally entitled; (c) the liability of a Representative is with respect to the administration of assets held by The Stewardship Foundation in trust pursuant to Section 5547 of the Pennsylvania Nonprofit Corporation Law of 1988, as amended; or (d) such indemnification is expressly prohibited by applicable law or otherwise is unlawful.
The Stewardship Foundation shall indemnify a Representative under the preceding provisions of this Section 12.2 only if the Representative acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of The Stewardship Foundation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests or The Stewardship Foundation and, with respect to any criminal proceedings, had reasonable cause to believe that his or her conduct was unlawful. Action with respect to an employee benefit plan taken or omitted in good faith by a Representative in a manner that he or she reasonably believed to be in the best interests of the participants and beneficiaries of the plan shall be deemed to be action in a manner that is not opposed to the best interests of The Stewardship Foundation.
The Stewardship Foundation shall not indemnify a Representative under the preceding provisions of this Section 12.2 with respect to any claim, issue or matter as to which the Representative has been adjudged to be liable to The Stewardship Foundation in a Proceeding brought by or in the right of The Stewardship Foundation to procure a judgment in its favor, unless (and then only to the extent) that the court of common pleas of the judicial district embracing the county in which The Stewardship Foundation’s registered office is located or the court in which the action was brought determines upon application that, despite the adjudication of Liability but in view of all of the circumstances of the case, the Representative is fairly and reasonably entitled to indemnification from The Stewardship Foundation for the expenses that such court deems proper.
Unless ordered by court, any indemnification of a Representative under preceding provisions of this Section 12.2 shall be made by The Stewardship Foundation only upon a determination made in the specific case that such indemnification of the Representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the preceding provisions of this paragraph. Such determination shall be made the Members.
To the extent that a Representative has been successful on the merits or otherwise in defense of any proceeding referred to in Section 5741 or Section 5742 of the Pennsylvania Nonprofit Corporation Law of 1988, as amended, or in defense of any claim, issue or matter therein, such Representative shall be indemnified by The Stewardship Foundation against expenses (including without limitation attorneys’ fees and costs of Proceedings) actually and reasonably incurred by such person in connection therewith.
If a Representative is entitled to indemnification under this Section 12.2 in respect of a portion, but not all, of a Liability to which the Representative is subject, The Stewardship Foundation shall indemnify the Representative to the maximum extent for such portion of the Liability.
Section 12.3 Limitation on Indemnification. Notwithstanding any other provision of this Article XII, The Stewardship Foundation shall not indemnify a Representative under this Article XII for any Liability incurred in a Proceeding which was initiated by the Representative (which shall not be deemed to include counter-claims or affirmative defenses) or in which the Representative participated as an intervenor or amicus curiae, unless such initiation of or participation in the Proceeding is authorized, either before or after its commencement, by the Members.
Section 12.4 Advancement of Expenses. The Stewardship Foundation shall pay, in advance of the final disposition of a Proceeding described in Section 12.2 or the initiation of or participation in a Proceeding authorized under Section 12.3, the expenses (including without limitation attorneys’ fees and costs of Proceedings) incurred in good faith in connection with such Proceeding by the Representative who is involved in the Proceeding by reason of the fact that he or she is or was serving in an Indemnified Capacity. Such advancement of expenses shall be made by The Stewardship Foundation upon its receipt of an undertaking, satisfactory to The Stewardship Foundation, by or on behalf of the Representative to repay to The Stewardship Foundation the amounts advanced by The Stewardship Foundation in the event it is ultimately determined that the Representative is not entitled to indemnification under this Article XII.
Section 12.5 Insurance. To effect, secure or satisfy the indemnification and contribution obligations of The Stewardship Foundation, whether under this Article XII or otherwise, The Stewardship Foundation from time to time may self-insure, obtain and maintain insurance or letters of credit, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or give a mortgage upon or a security interest in any property of The Stewardship Foundation, or use any other mechanism or arrangement, in such amounts, at such costs, and upon such other terms and conditions as and when the Board shall determine. Absent fraud, the determination of the Board with respect to such matters shall be conclusive against all security holders, officers and directors, and shall not be subject to avoidance or voidability.
Section 12.6 Payment of Expenses. A person who is entitled to indemnification or advancement of expenses from The Stewardship Foundation under this Article XII shall receive such payment or advancement promptly after the person’s written request therefor has been delivered to the Secretary of The Stewardship Foundation.
Section 12.7 Interpretation. The provisions of this Article XII shall constitute and be deemed to be a contract between The Stewardship Foundation and its Representatives, pursuant to which The Stewardship Foundation and each such Representative intend to be legally bound. Each person serving as a Representative shall be deemed to be doing so in reliance upon the rights provided by this Article XII. The rights granted by this Article XII shall not be deemed exclusive of any other rights to which persons seeking indemnification, advancement of expenses or contribution under this Article XII may be entitled under any statute, agreement, vote of Directors or disinterested Directors, or otherwise, both as to action in an Indemnified Capacity and as to action in any other capacity. The rights to indemnification, advancement of expenses and contribution provided by this Article XII shall continue as to a person who no longer serves as a Representative, and shall inure to the benefit of his or her heirs and personal and legal representatives.
ARTICLE XIII — OPERATION AS AN EXEMPTION ORGANIZATION
Section 13.1 Compliance with Requirements of Internal Revenue Code. The Corporation has been organized and shall be operated exclusively for charitable and religious purposes; The Stewardship Foundation shall not enter into any agreement, nor shall its Directors or officers adopt any resolution or Bylaw, take any action or carry on any activity by or on behalf of The Stewardship Foundation, not permitted to be entered into, taken or carried on by (a) an organization that is described in Section 501(c)(3) of the Code and (b) an organization contributions to which are deductible under Section 170(c) (2) of the Code.
Section 13.2 Dissolution. The assets of this nonprofit corporation are irrevocably dedicated to charitable and religious purposes, and upon the dissolution of The Stewardship Foundation or the winding up of its affairs, the assets shall be distributed exclusively to charitable and religious purposes which would then qualify as an exempt organization or organizations under the provisions of Section 501(c)(3) of the Code; and all assets remaining after the payment of The Stewardship Foundation’s debt shall be conveyed or distributed as provided by the Articles of Incorporation.
ARTICLE XIV — OPERATION AS AN EXEMPTION ORGANIZATION
Section 14.1 Fiscal Year. The Corporation’s fiscal year shall begin on the first day of January and expire on the last day of December.
Section 14.2 Annual Report. The Treasurer shall cause to be prepared and presented at the annual meeting of the Board, an annual report, prepared in conformity with the requirements of Section 5553 of the Nonprofit Corporation Law of 1988, Act of December 21, 1988, P.L. 1444, as amended, and such report shall be filed with the minutes of such Board meeting.
Section 14.3 Bond. The Board may require any officer, agent or employee of The Stewardship Foundation to give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as it may determine. The premiums on any such bond shall be paid by The Stewardship Foundation.
Section 14.4 Waiver of Notice. Any notice required to be given by these Bylaws may be waived in writing by the person entitled to such notice.
Adopted by Members, Annual Meeting June 4, 2010.