FUNDAMENTAL LAWS OF
THE CORPORATION FOR THE RELIEF OF WIDOWS AND CHILDREN OF CLERGYMEN OF THE PROTESTANT EPISCOPAL CHURCH IN THE STATE OF NEW YORK
(As amended and restated through October 27, 2020)
These Fundamental Laws (“Fundamental Laws”) of The Corporation for the Relief of Widows and Children of Clergymen of the Protestant Episcopal Church in the State of New York, a New York not-for-profit corporation (“Corporation”), amend and restate the Fundamental Laws of the Corporation as in effect prior to the date hereof (“Prior Fundamental Laws”), to incorporate all amendments made prior to the date hereof and effective as of the date hereof.
This amendment and restatement of the Prior Fundamental Laws shall not in any way affect the rights of any widow or child under the Prior Fundamental Laws of a contributor to the Corporation who died prior to the date hereof and is entitled to receive payments from the Corporation on or after the date hereof pursuant to the terms of the Prior Fundamental Laws. The rights and benefits of each such individual shall be determined under these Fundamental Laws by considering each such widow to be a Surviving Spouse (until s/he remarries or dies) and each such child to be a Surviving Minor Child (until s/he reaches age 21 or, if earlier, dies), as applicable, of a Contributor (in each case, as defined below) with the same date of death as the contributor to the Corporation under the Prior Fundamental Laws.
Each individual who is a contributor to the Corporation as of the date hereof pursuant to the terms of the Prior Fundamental Laws shall be deemed to be a Contributor to the Corporation under these Fundamental Laws as of the date hereof, subject to the provisions of Article IV (“Removal Provisions”).
The death benefits payable pursuant to the terms and conditions of these Fundamental Laws are intended to be provided under a self-insured death benefit arrangement described in section 7702(j) of the Internal Revenue Code of 1986, as amended, and the assets of the Corporation are to be used exclusively to pay benefits to Surviving Spouses and Surviving Minor Children under such arrangement.
ARTICLE I
BECOMING A CONTRIBUTOR
Any clergyperson (deacon, priest or bishop) of the Protestant Episcopal Church (the “Church”) who satisfies all of the following requirements may become a Contributor to the Corporation:
(a) Under age 65,
(b) Canonically resident in any diocese within the State of New York,
(c) Employed in the active service of the Church in the State of New York, and
(d) Receiving annual compensation for such service to the Church that is at least equal to the “Hypothetical Minimum Compensation” as determined by The Church Pension Fund (“CPF”) for purposes of The Church Pension Fund Clergy Pension Plan as in effect at such time (the “CPF Clergy Pension Plan”).
A clergyperson will become a Contributor when all of these requirements are satisfied and the Corporation has received such clergyperson’s first annual contribution in accordance with Article II below; provided that the maximum number of Contributors at any time must not exceed 350 except with the approval of the Corporation’s Board of Directors.
ARTICLE II
OBLIGATIONS OF CONTRIBUTORS
Section 2.01. Payment of Annual Contributions. Each Contributor must pay an annual contribution to the Corporation of $18.00 by October 1 of each year, subject to the provisions of this Article II.
Section 2.02. First Annual Contribution. If the first annual contribution is paid on or after October 1 of any year but before April 1 of the following year, it shall be deemed to have been received as the contribution payable on the first day of October next preceding the date of payment. If the first annual contribution is paid on or after April 1 but before October 1 in any year, it shall be deemed to have been received as the contribution payable on the first day of October next following the date of payment.
Section 2.03. [Blank]
Section 2.04. Overdue Payments. If any Contributor shall fail to pay the full amount of any annual contribution before the next September 30 after its October 1 due date, s/he shall cease to be a Contributor.
Section 2.05. Waiver of Obligations After 25 Years. For those who have been Contributors for at least 25 years, the Corporation may in its discretion waive at any time, on one or more occasions, the obligations of such Contributors to pay the annual contributions in any year.
ARTICLE III
BENEFITS FOR SURVIVING SPOUSES AND ELIGIBLE SURVIVING CHILDREN OF DECEASED CONTRIBUTORS
Section 3.01. Notice of Death of a Contributor. The Corporation shall make the payments described this Article III only after the Corporation has received written notice of the death of a Contributor (which, for the avoidance of doubt, does not include any individual who has ceased to be a Contributor pursuant to Article IV) and a copy of the death certificate for such Contributor. Upon the Corporation’s receipt of such written notice and death certificate, such death shall be considered a “Confirmed Death.”
Section 3.02. Initial Benefit Payable Following Death of Contributor. As soon as practicable after a Contributor’s Confirmed Death, the Corporation shall pay:
(a) If such Contributor has a Surviving Spouse at the time of death, $3,000 to the Surviving Spouse, or
(b) if such Contributor does not have a Surviving Spouse but does have one or more Surviving Minor Children, $3,000 to the legal guardian for such Surviving Minor Children or to such other person as the Executive Committee may direct, in either case for the benefit of such Surviving Minor Children.
Section 3.03. Annual Payments to Surviving Spouse and Surviving Minor Children.
(a) On or promptly following each November 1, the Corporation shall pay to the Surviving Spouse and each Surviving Minor Child of each Contributor whose Confirmed Death occurred prior to such November 1: (i) a fixed annuity payment equal to $300, plus (ii) if approved by the Board of Directors of the Corporation, any additional amount determined by the Board of Directors pursuant to Section 3.03(b), subject to the provisions of Section 3.03(c), Section 3.05 and 3.06.
(b) Before November 1 of each year, the Board of Directors of the Corporation shall determine whether sufficient funds are available for the Corporation to make additional payments to the Surviving Spouses and Surviving Minor Children of Contributors whose Confirmed Deaths occurred prior to such November 1, after taking into account the then-current value of the Corporation’s assets, the Corporation’s obligations, the earnings and appreciation in market value of the Corporation’s investments, and such other factors as may be required by law or that the Board of Directors shall consider prudent. If the Board of Directors so determines that sufficient funds are available, the Corporation shall calculate the pro rata share of such funds for all Surviving Spouses and Surviving Minor Children of Contributors whose Confirmed Deaths occurred prior to such November 1, and such pro rata share shall be the additional amount payable to each such Surviving Spouse and Surviving Minor Child pursuant to Section 3.03(a)(ii).
(c) The Corporation shall pay the amounts that would be payable pursuant to Section 3.03(a) to the Surviving Minor Children of a Contributor as follows:
(i) All amounts payable to the Surviving Children of a Contributor shall be paid to such Contributor’s Surviving Spouse (even if the Surviving Spouse remarries) or, if there is no Surviving Spouse, to the legal guardian for such Surviving Minor Children or to such other person as the Executive Committee may direct, in either case for the benefit of such Surviving Minor Children; and
(ii) If there are more than three Surviving Children or a Surviving Spouse and more than two Surviving Minor Children of any Contributor at that time, the Corporation’s payments to such Contributor’s Surviving Minor Children pursuant to this Section 3.03 shall be limited to the amount that would be payable if there were only three Surviving Minor Children (when there is no Surviving Spouse) or only two Surviving Children (when there is a Surviving Spouse).
Section 3.04. Payments if Contributor’s Death Occurs Before November 1 But Confirmed Death Occurs On or After November 1. If a Contributor dies before November 1 of any year but the Corporation does not receive written notice of such death and a copy of the death certificate until on or after such November 1, then as soon as practicable after such Contributor’s Confirmed Death, the Corporation shall pay all amounts that would have been payable on or promptly following such November 1 pursuant to Section 3.03 if the Contributor’s Confirmed Death had occurred at the time of death.
Section 3.05. No Payments to Surviving Spouse After Remarriage or Death. Notwithstanding the foregoing provisions of this Article III, the Corporation shall not be required to make any payments under these Fundamental Laws to a Surviving Spouse, or to any other person or entity on behalf of that Surviving Spouse, that become payable at any time after the Surviving Spouse remarries or dies (unless the Board of Directors determines that any such payments should be made pursuant to Section 3.08). In no case shall any such amount be prorated.
Section 3.06. No Payments to Surviving Minor Child After Age 21 or Death. Notwithstanding the foregoing provisions of this Article III, the Corporation shall not be required to make any payment under these Fundamental Laws to a Surviving Minor Child, or to any other person or entity on behalf of that Surviving Minor Child, that become payable at any time after the Surviving Minor Child reaches age 21 or dies (unless the Board of Directors determines that any such payments should be made pursuant to Section 3.08). In no case shall any such amount be prorated.
Section 3.07. Death of Contributor Without Surviving Spouse or Surviving Minor Children. If a Contributor dies without a Surviving Spouse and with no Surviving Minor Children, the Corporation shall not be required to make any payments under these Fundamental Laws to any person or entity as a result of such Contributor’s death.
Section 3.08. Other Payments. After providing for the payments required by this Article III and taking into account the factors described in Section 3.03(b), the Corporation may, with the approval of the Board of Directors, make additional payments to or for the benefit of any Surviving Spouses, Surviving Minor Children and/or adult children of deceased Contributors who have extraordinary needs as determined by Board of Directors.
ARTICLE IV
CIRCUMSTANCES WHEN CLERGYPERSON MAY CEASE TO BE A CONTRIBUTOR
Section 4.01. Termination of Status as Contributor. An individual may cease to be a Contributor under circumstances described in this Article IV. If an individual ceases to be a Contributor, neither such individual nor such individual’s spouse or children shall be entitled to receive a return of any contributions or any other payments, rights or benefits from the Corporation unless and until such individual shall again become a Contributor pursuant to Section 4.03 or Section 4.06.
Section 4.02. During 5-Year Vesting Period.
(a) A Contributor must satisfy all of the requirements contained in Section 4.02(b) throughout the period from the date s/he becomes a Contributor until October 1 of the year when such Contributor’s fifth annual contribution is due (the “Vesting Period”); provided that a Contributor's Vesting Period may be extended pursuant to Section 4.03.
(b) If, at any time during the Vesting Period, a Contributor does not satisfy all of the requirements contained in this Section 4.02(b), s/he shall cease to be a Contributor:
(i) Pay all annual contributions by no later than the next September 30 after the applicable October 1 due date;
(ii) Be a clergyperson In Good Standing of the Church;
(iii) Be canonically resident in an Episcopal diocese in the State of New York;
(iv) Unless an exception to this requirement is granted by the Board of Directors, be either (A) employed in the State of New York in the active service of the Church, including employment in the State of New York that is recognized in writing by CPF as an “extension of ministry” for purposes of the CPF Clergy Pension Plan (a copy of which writing must be provided to the Corporation), or (B) during any period when not so employed, recognized by CPF as disabled under the terms of the CPF Clergy Pension Plan; and
(v)Unless an exception to this requirement is granted by the Board of Directors, receive either (A) annual compensation for such service to the Church that is at least equal to the “Hypothetical Minimum Compensation” as determined by CPF for purposes of the CPF Clergy Pension Plan, or (B) payment of disability benefits from CPF under the terms of any pension or disability plan maintained by CPF.
Section 4.03. Suspension During Vesting Period. If a Contributor’s ministry is suspended under the Canons of the Church during the Vesting Period, s/he shall cease to be a Contributor at the time of such suspension and for the entire period of such suspension, with the result that if that individual dies during the suspension period, the Corporation shall not be required to make any payments under these Fundamental Laws to any spouse, child or other person or entity as a result of such death. Following the suspension, the clergyperson may again become a Contributor by satisfying the requirements contained in Section 4.02(b) but the clergyperson’s Vesting Period shall be extended to such date as would ensure that s/he is a Contributor for a total period of five years (excluding the period of suspension).
Section 4.04. After the Vesting Period. If, at any time after the Vesting Period, a Contributor does not satisfy all of the requirements contained in this Section 4.04, s/he shall cease to be a Contributor:
(a) Pay all annual contributions by no later than the September 30 after the applicable October 1 due date, except to the extent such Contributor’s obligations to pay annual contributions have been waived by the Corporation pursuant to Section 2.05; and
(b) Be a clergyperson In Good Standing of the Church or of another church of the Anglican Communion (an “Anglican Communion Church”).
For the avoidance of doubt, if a Contributor is suspended under the Canons of the Church (or similar rules of another Anglican Communion Church) after the Vesting Period but remains in Good Standing, the suspension shall not affect the Contributor’s status as a Contributor or the rights of the Contributor’s Surviving Spouse and Surviving Minor Children after such Contributor’s death.
Section 4.05. Confirmation of Status as a Contributor. Each Contributor shall be required to certify in writing to the Corporation on an annual basis that the applicable requirements of this Article IV continue to be satisfied. A Contributor who fails to provide any such certification within one year after any request for certification will cease to be a Contributor on the date that is one year after such request.
Section 4.06. Becoming a Contributor Again. Except as provided in Section 4.03, a clergyperson who ceases to be a Contributor may at any time again become a Contributor only by satisfying the requirements to become and remain a Contributor under these Fundamental Laws, with a new Vesting Period that begins when such clergyperson again becomes a Contributor.
ARTICLE V
DEFINITIONS
Capitalized terms that are used but not otherwise defined in these Fundamental Laws are used with the meanings provided below:
“Contributor” means a clergyperson who has become a Contributor pursuant to Article I and has not ceased to be a Contributor pursuant to Article IV or, if such individual has ceased to be a Contributor at any time, has satisfied the requirements to become a Contributor again as set forth in Article IV.
“In Good Standing” means not prohibited from exercising ministry in the Church (or, after the Vesting Period, in another Anglican Communion Church) due to deposition or removal pursuant to the Canons of the Church (or equivalent action taken by such other Anglican Communion Church). As used herein, the terms deposition and removal shall have the meanings provided in such Canons.
“Surviving Minor Child” of a Contributor means each individual who, on the date of the Contributor’s death, is the Contributor’s legal child (including by adoption), under 21 years of age and living at the time of the Contributor’s death. On the date that the Surviving Minor Child becomes 21 years of age or (if earlier) dies after the Contributor’s death, s/he shall cease to be a Surviving Minor Child of the Contributor.
“Surviving Minor Children” means more than one Surviving Minor Child.
“Surviving Spouse” the individual with whom the Contributor has entered into a legal marriage as defined or recognized under the applicable law of the place of celebration (i.e., the jurisdiction where the parties were actually married), as determined by the Corporation, and who is both legally married to the Contributor and living at the time of the Contributor’s death. A common law spouse shall not be treated as a spouse for purposes of these Fundamental Laws unless the common law marriage is evidenced by a written court order of a court of competent jurisdiction submitted to the Corporation. On the date that the Surviving Spouse remarries or (if earlier) dies after the Contributor’s death, s/he shall cease to be the Surviving Spouse of the Contributor.
ARTICLE VI
MISCELLANEOUS
Section 6.01. Administration of Fundamental Laws.
(a) The Corporation may from time to time establish rules for the administration of these Fundamental Laws and the conduct of its business, subject to the terms and conditions of these Fundamental Laws.
(b) The Corporation shall have discretionary authority to interpret these Fundamental Laws and to make factual determinations, including but not limited to determination of an individual’s eligibility as a Contributor, Surviving Spouse or Surviving Minor Child and the right to and amount of any amount payable under these Fundamental Laws. Determinations made by the Corporation shall be final, binding and conclusive to the extent permitted by applicable law.
(c) The Corporation may appoint administrators, accountants, investment advisors, counsel, specialists and other persons as it deems necessary or desirable in connection with the administration of these Fundamental Laws. Any action by a person to whom the Corporation has delegated duties, responsibilities or authority in connection with the administration of these Fundamental Laws shall have the same force and effect for all purposes hereunder as if such action were taken by the Corporation. The Corporation shall not be liable for any acts or omissions of any such person to whom it has so delegated duties, responsibilities or authority.
(d) All expenses that arise in connection with the administration of these Fundamental Laws, including but not limited to investment expenses, compensation and other expenses and charges of any administrators, accountants, investment advisors, counsel, specialists and other persons retained by the Corporation in connection with the administration of these Fundamental Laws shall be paid by the Corporation.
(e) Neither the Corporation, its members, any members of its Board of Directors nor any other person or entity to whom the Corporation has delegated duties, responsibilities or authority shall incur any liability, individually or on behalf of any other individual or entity, for any act, or failure to act, that is lawfully permissible and made in good faith in relation to the Corporation.
Section 6.02. Indemnification. The Corporation shall indemnify the members of the Corporation, the members of its Board of Directors, and its officers and employees (each, an “Indemnified Party”) against any and all liabilities arising by reason of any act, or failure to act, in relation to these Fundamental Laws and not paid for by liability insurance purchased or paid for by the Corporation, including but not limited to fines, penalties, expenses reasonably incurred in the defense of any claim relating to these Fundamental Laws, amounts paid in any compromise or settlement relating to these Fundamental Laws approved in writing by the Corporation and reasonable attorney fees and expenses; provided that the Corporation shall not indemnify any Indemnified Party for any actions or failures to act that were made in bad faith, that involved intentional misconduct or knowing violation of any law or that resulted in any Indemnified Party’s personally gaining financial profit or other advantage to which such Indemnified Party was not legally entitled. The provisions of this Section 6.02 shall also apply to individuals who have ceased to be Indemnified Parties and shall inure to the benefit of their heirs, executors and administrators.
Section 6.03. Governing Law; Construction; Severability
(a) These Fundamental Laws shall be governed by, construed in accordance with, and administered under the laws of the State of New York, without giving effect to principles of conflicts of laws. Each Contributor and his or her Surviving Spouse and Surviving Minor Children consents to the venue and exclusive jurisdiction of the courts located in New York County in the State of New York for purposes of any suit or proceeding arising out of or relating to these Fundamental Laws.
(b) The titles and headings of the Articles and Sections in these Fundamental Laws are for convenience only. In case of ambiguity or inconsistency, the text rather than the titles or headings shall control.
(c) If any provision of these Fundamental Laws shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and these Fundamental Laws shall be construed and enforced as if such provisions had not been included.
Section 6.04. Unclaimed Property. Unclaimed amounts shall consist of the amounts that are payable under these Fundamental Laws but which are not paid because of the Corporation’s inability, after reasonable search, to locate a Surviving Spouse or Surviving Minor Child within a period of two years after the payment of benefits becomes due. All such unclaimed amounts shall be considered as forfeitures (“Forfeitures”) that shall be deemed to occur as of the end of the said two-year period. Notwithstanding any provision to the contrary in these Fundamental Laws, any such Forfeiture shall be and remain assets of the Corporation, and in no event shall any such Forfeiture escheat to, or otherwise be paid to, any governmental unit under any escheat or unclaimed property law. If, after such Forfeiture, any unclaimed amount is properly claimed by a Surviving Spouse or Surviving Minor Child, said amount shall be paid to such Surviving Spouse or Surviving Minor Child (without interest, except to the extent required by applicable law).
Section 6.05. Mistaken Payments. If any Surviving Spouse, Surviving Minor Child or any other person entitled to payment under these Fundamental Laws receives an incorrect amount or payment for any reason, the Corporation shall promptly pay the amount of any underpayment and the Corporation shall have the right to recover any overpayments from such individual directly or from such individual’s estate.
Section 6.06. Amendments. The Corporation reserves the right to amend any and all provisions of these Fundamental Laws, in whole or in part, at any time and from time to time and retroactively, if deemed necessary or appropriate, with the approval of its Board of Directors; provided that no such amendment shall decrease the rights under Section 3.02 or Section 3.03 of any person who is a Surviving Spouse or Surviving Minor Child on the date of such amendment, except with the consent of such Surviving Spouse or Surviving Minor Child (or his or her legal guardian).
Section 6.08. Transfers of Rights. No person who is or will be a Surviving Spouse, Surviving Minor Child or any other person to whom any payments may be required under these Fundamental Laws may assign or otherwise transfer any such rights to payment under these Fundamental Laws, except with the prior written consent of the Corporation.