Purpose: In response to a resolution of the Board of Governors and approval by the membership of an amendment to The Company’s Bylaws an Endowment Fund (the “Fund”) has been established as part of “a program to promote [The Company’s] future financial viability,” including support of its goals and programs.

Contributions: As a 501(c)3 organization all contributions are tax deductible to the extent provided by IRS regulations. They will be acknowledged by the Administrator as having been made without an exchange for goods or services. Contributions must be unrestricted and currently may be made to the Fund only in the form of check or marketable securities; it is not set up to receive real property. Contributions may be made as gifts, memorials or bequests. Matching corporate gifts should not be overlooked and may be a way to substantially increase your support of the Fund.

Management: The initial Fund Manager is Fred Gaede, former editor of the Journal and life member. His term coincides with that of the president of The Company. He can be reached via email or by first class mail at:

11805 Berans Road
Lutherville, MD 21093

with any questions about the Fund. The Fund is kept separate and managed independently of The Company’s general operating funds. Quarterly reports are made to the President, Treasurer and Administrator, with an annual report to the Board of Governors.

Disbursements: As provided for in the authorizing resolution, it is anticipated that five percent of the Fund’s value would be transferred to the general operating funds of The Company once the Fund reaches $100,000. Such a transfer, of course, may be waived by Board action, and two-thirds of the Board may approve disbursements for any purpose they deem appropriate.

Resolution for the Establishment of an Endowment Fund for the Benefit of the Company of Military Historians

WHEREAS, The Company of Military Historians (“The Company”) wishes to embark on a program to promote its future financial viability, and

WHEREAS, members of The Company will be encouraged to participate in this program through current and future monetary bequests, and

WHEREAS, part of the program will involve the receipt, investment and accounting for monies received and expended, and

WHEREAS, those funds will be managed separately from The Company’s general operating and any other special funds, and

WHEREAS, all such monies, interest and appreciation are to be used on behalf of The Company and its programs,

BE IT RESOLVED on this 13th day of May, 2004 that the Board of Governors (the “Board”) of The Company hereby approves and authorizes the establishment of a fund to be known as “The Company of Military Historians Endowment Fund” (the “Fund”).

The Fund will accept all unrestricted bequests and contributions of money and stock, the receipt of which are first approved by the Board. Since the Company is a 501(c)3 organization, all such bequests and contributions are tax deductible to the full extent allowable by the IRS code, and will be acknowledged by the Administrator as having been made without an exchange for goods or services.

A conservative investment policy will be followed, with all funds constrained to cash or cash equivalents, placed in an institution that is FDIC insured; or invested in instruments that have the full faith and credit of the U.S. Government (such as Treasury bills or notes). Upon review, the Secretary is authorized to execute any resolution(s) required to open such account(s) or purchase such investments.

At such time as the corpus of the Fund exceeds the amount of FDIC insurance at one institution, or it is deemed advantageous to place funds in other types of investments, a new approval from the Board will be obtained before any investment changes are made.

Disbursements may be made by any two of the following five individuals:

President;
Treasurer;
Administrator;
Vice President for Administration; or
Fund Manager (the “Manager”)

The By-laws of The Company will be amended to reflect the new position of the Manager. While not an officer of the Company, the Manager will be nominated by the President and be confirmed by the Board. The period of appointment of the Manager will coincide with that of the term of the President, unless removed by the Board.

While the entire corpus (“corpus” and “value” will always include appreciation or depreciation) of the Fund may be used at any time for any purpose approved by two-thirds of the Board, a disbursement based on the following formula will be made annually once the Fund’s corpus reaches $100,000. Using the value of the Fund on December 31st of each year, and based on a rolling three year average of those values, 5% of that average value will be disbursed to The Company’s general operating account no later than March 31st of the following year. Once initiated, disbursements will continue even if the value of the Fund falls below $100,000, unless suspended by the Board.

The Manager will provide copies of the account statement(s) received from the financial institution(s) to the other three individuals named above on a quarterly basis while the Fund value is below $100,000. Above that figure copies will be provided monthly. If a manually prepared statement of consolidation is prepared, copies of the supporting institutional statements will accompany the consolidating statement. If there are any reason(s) for a difference between the statement(s) and the actual value of the Fund, an explanation for such discrepancy will accompany the quarterly or monthly statements.

The Vice President for Administration, or his designee, will periodically and independently confirm the Fund balance(s) reported by the Manager.

This is an accurate copy of the Resolution duly approved by the Board of Governors and entered into its minutes on the first date noted above.

/S/ Myers Brown

Secretary,
The Company of Military Historians

GIFTS

Unrestricted gifts may be made without notation, or they may be made in honor of someone. If such a notation accompanies the gift it will be so noted at the top of the memorials section.

MEMORIALS

Memorials are gifts to the Fund that are made in honor of someone departed, and are generally accompanied by a notation about the person being memorialized. The wording accompanying memorials will be included in this section, below gifts.

BEQUESTS

Bequests are generally made through the estate of an individual. They may take the form of a specific amount, a percentage of the estate or as a residuary amount. In all cases it is advisable that you have both a will specifying your intentions and counsel during the preparation of the will or other documents pertaining to personal and financial goals.

While this is not intended as legal advice, a General or Percentage Bequest could be worded simply as “I give [insert a dollar amount or percentage of estate] to The Company of Military Historians, a nonprofit corporation incorporated in Washington, D.C., to be used by it for the purposes in its charter and approved by the IRS.” A Residuary Bequest could be worded as “I give the rest and residue of the property I own at my death to The Company of Military Historians, a nonprofit corporation incorporated in Washington, D.C., to be used by it for the purposes in its charter and approved by the IRS.”