1 00:00:00,000 --> 00:00:07,089 2 00:00:07,089 --> 00:00:08,880 Jim Key: So our next item of business today 3 00:00:08,880 --> 00:00:12,270 is to consider and vote on the proposed amendments to Sections 4 00:00:12,270 --> 00:00:17,140 C10-6 and C10-7 regarding provisions concerning 5 00:00:17,140 --> 00:00:18,770 investments. 6 00:00:18,770 --> 00:00:22,510 The text is found at page 98 of the final agenda. 7 00:00:22,510 --> 00:00:26,150 The mini assembly concerning this amendment was held Friday. 8 00:00:26,150 --> 00:00:28,162 You're closing in on me. 9 00:00:28,162 --> 00:00:29,620 Donna Harrison, the Vice Moderator, 10 00:00:29,620 --> 00:00:32,708 will make the appropriate motion. 11 00:00:32,708 --> 00:00:36,200 Donna Harrison: Moved, that the proposed amendment to Section 12 00:00:36,200 --> 00:00:42,850 C-10.6 and C-10.7 regarding provisions concerning 13 00:00:42,850 --> 00:00:47,820 investments found at page 98 of the final agenda be adopted 14 00:00:47,820 --> 00:00:58,210 by this assembly. 15 00:00:58,210 --> 00:01:01,330 Jim Key: I now call upon Sarah Stewart, chair of our finance 16 00:01:01,330 --> 00:01:07,380 committee, to give the position of the Board of Trustees. 17 00:01:07,380 --> 00:01:09,986 Sarah Stewart: The UUA Common Endowment Fund-- 18 00:01:09,986 --> 00:01:10,860 Jim Key: Start again. 19 00:01:10,860 --> 00:01:13,520 I'm sorry I didn't use the pro microphone 20 00:01:13,520 --> 00:01:15,610 cue to cue the tech deck. 21 00:01:15,610 --> 00:01:17,210 My fault. 22 00:01:17,210 --> 00:01:21,600 I recognize the trustee at the pro microphone. 23 00:01:21,600 --> 00:01:24,910 Sarah Stewart: The UUA Common Endowment Fund, or UCEF, 24 00:01:24,910 --> 00:01:29,380 has about $175 million in invested assets. 25 00:01:29,380 --> 00:01:32,700 The Association's own endowment funds are invested in UCEF, 26 00:01:32,700 --> 00:01:36,370 yet about half of the $175 million in the Fund 27 00:01:36,370 --> 00:01:40,250 were invested by more than 300 UU congregations and related 28 00:01:40,250 --> 00:01:42,010 organizations. 29 00:01:42,010 --> 00:01:44,860 Several years ago, the UUA's independent auditing firm 30 00:01:44,860 --> 00:01:48,190 recommended that we change the legal structure of the Fund 31 00:01:48,190 --> 00:01:50,610 to provide better protection to the congregations that 32 00:01:50,610 --> 00:01:52,510 invest in UCEF. 33 00:01:52,510 --> 00:01:54,720 Currently, the funds invested by congregations 34 00:01:54,720 --> 00:01:56,950 are technically owned by the UUA, 35 00:01:56,950 --> 00:02:00,110 subject to obligations and subscription agreements. 36 00:02:00,110 --> 00:02:02,580 In the highly unlikely event that the UUA were 37 00:02:02,580 --> 00:02:04,690 to lose a lawsuit by a plaintiff who 38 00:02:04,690 --> 00:02:08,050 was awarded many millions of dollars in damages, 39 00:02:08,050 --> 00:02:10,960 the assets in the Fund that are owed to investing UU 40 00:02:10,960 --> 00:02:14,660 congregations might arguably be subject to those claims 41 00:02:14,660 --> 00:02:16,920 against the UUA. 42 00:02:16,920 --> 00:02:19,670 To prevent such a dire if remote possibility, 43 00:02:19,670 --> 00:02:23,550 the UUA board voted in 2012 to set up a limited liability 44 00:02:23,550 --> 00:02:27,290 company, or LLC, to own the endowment, both the UUA's 45 00:02:27,290 --> 00:02:30,600 funds and those invested by congregations. 46 00:02:30,600 --> 00:02:34,320 The LLC will be under the full control of the UUA Board, which 47 00:02:34,320 --> 00:02:37,810 will appoint the members of the LLC's Investment Committee. 48 00:02:37,810 --> 00:02:41,750 The LLC has now received IRS approval as a 501(c)(3) 49 00:02:41,750 --> 00:02:43,300 organization. 50 00:02:43,300 --> 00:02:46,200 And the UUA plans to transfer UCEF's assets 51 00:02:46,200 --> 00:02:50,130 to the new LLC in January 2015. 52 00:02:50,130 --> 00:02:52,020 A number of provisions of the bylaws 53 00:02:52,020 --> 00:02:54,660 control the investment of endowment funds. 54 00:02:54,660 --> 00:02:56,860 In consultation with our legal counsel, 55 00:02:56,860 --> 00:02:59,970 last year the Board recommended a series of bylaw amendments 56 00:02:59,970 --> 00:03:02,960 to align the bylaws with the new LLC. 57 00:03:02,960 --> 00:03:06,730 The 2013 General Assembly passed them overwhelmingly. 58 00:03:06,730 --> 00:03:08,690 The Board urges their final adoption 59 00:03:08,690 --> 00:03:12,160 by a 2/3 vote at this General Assembly. 60 00:03:12,160 --> 00:03:15,890 Jim Key: Thank you. 61 00:03:15,890 --> 00:03:20,620 As a reminder, those speaking in favor of this bylaw amendment 62 00:03:20,620 --> 00:03:22,675 should use the pro microphone, and those 63 00:03:22,675 --> 00:03:27,120 who wish to speak against, the con microphone. 64 00:03:27,120 --> 00:03:28,820 I recognize-- excuse me. 65 00:03:28,820 --> 00:03:29,824 Let me-- 66 00:03:29,824 --> 00:03:32,240 Speaker: Why don't you clarify that before anybody speaks? 67 00:03:32,240 --> 00:03:33,539 Jim Key: It's not on this one. 68 00:03:33,539 --> 00:03:34,038 Speaker: No. 69 00:03:34,038 --> 00:03:34,484 We're not-- 70 00:03:34,484 --> 00:03:34,983 Jim Key: No. 71 00:03:34,983 --> 00:03:36,370 You were over here. 72 00:03:36,370 --> 00:03:36,870 Speaker: Oh. 73 00:03:36,870 --> 00:03:37,328 Jim Key: This isn't what we're doing. 74 00:03:37,328 --> 00:03:37,827 Speaker: Oh. 75 00:03:37,827 --> 00:03:38,702 My mistake, then. 76 00:03:38,702 --> 00:03:41,450 Never mind. 77 00:03:41,450 --> 00:03:44,160 Jim Key: Takes a village, my friends. 78 00:03:44,160 --> 00:03:49,565 I recognize the delegate at the pro microphone. 79 00:03:49,565 --> 00:03:51,190 Steve Finner: Thank you, Mr. Moderator. 80 00:03:51,190 --> 00:03:54,440 Steve Finner, president of the Vermont Quebec Universalist 81 00:03:54,440 --> 00:03:57,680 Convention, the only state organization guaranteeing 82 00:03:57,680 --> 00:03:59,580 salvation to all those who love. 83 00:03:59,580 --> 00:04:02,010 [LAUGHTER] 84 00:04:02,010 --> 00:04:06,500 Our funds are invested in the Common Fund. 85 00:04:06,500 --> 00:04:09,080 And we favor this bylaw change. 86 00:04:09,080 --> 00:04:10,040 Thank you. 87 00:04:10,040 --> 00:04:11,930 Jim Key: Thank you. 88 00:04:11,930 --> 00:04:14,680 I recognize the delegate at the procedure microphone. 89 00:04:14,680 --> 00:04:16,221 Jim Graham: Thank you, Moderator Key. 90 00:04:16,221 --> 00:04:18,470 Jim Graham from the Church of the Larger Fellowship. 91 00:04:18,470 --> 00:04:19,720 Just a point of clarification. 92 00:04:19,720 --> 00:04:21,990 Is a 2/3 majority a 2/3 of the delegates 93 00:04:21,990 --> 00:04:23,870 who are currently on the floor? 94 00:04:23,870 --> 00:04:24,440 Jim Key: Yes. 95 00:04:24,440 --> 00:04:25,356 Jim Graham: Thank you. 96 00:04:25,356 --> 00:04:28,562 Jim Key: Am I correct on that, sir? 97 00:04:28,562 --> 00:04:30,270 There being no one at the con microphone, 98 00:04:30,270 --> 00:04:31,940 I suspect we're ready to vote. 99 00:04:31,940 --> 00:04:33,580 Yes? 100 00:04:33,580 --> 00:04:35,940 Any comments on the off-site delegates? 101 00:04:35,940 --> 00:04:36,907 No. 102 00:04:36,907 --> 00:04:37,990 You're ready to vote then. 103 00:04:37,990 --> 00:04:40,524 All those in favor of adopting this resolution, 104 00:04:40,524 --> 00:04:41,190 raise your hand. 105 00:04:41,190 --> 00:04:43,310 Your bylaw change, here we go. 106 00:04:43,310 --> 00:04:45,150 Cards down. 107 00:04:45,150 --> 00:04:46,880 Opposed? 108 00:04:46,880 --> 00:04:48,970 The motion clearly passes. 109 00:04:48,970 --> 00:04:49,970 Thank you very much. 110 00:04:49,970 --> 00:04:52,400 [APPLAUSE] 111 00:04:52,400 --> 00:04:56,980 You all are moving through these things with great speed 112 00:04:56,980 --> 00:04:57,659 and efficiency. 113 00:04:57,659 --> 00:04:58,242 Speaker: Yeah. 114 00:04:58,242 --> 00:04:59,390 Now we're doing that. 115 00:04:59,390 --> 00:05:00,230 Jim Key: Yeah. 116 00:05:00,230 --> 00:05:00,730 OK. 117 00:05:00,730 --> 00:05:01,330 Speaker: Want this? 118 00:05:01,330 --> 00:05:01,913 Jim Key: Yeah. 119 00:05:01,913 --> 00:05:02,880 I do. 120 00:05:02,880 --> 00:05:06,456