Bapak Legacy Fund

Agreement

Between

Subud United States Of America

And

Muhammad Subud Foundation

THIS AGREEMENT is entered into on ____________, 2001 by and between SUBUD UNITED STATES OF AMERICA ("SUBUD USA") and MUHAMMAD SUBUH FOUNDATION ("MSF"). SUBUD USA and MSF agree as follows:

1.Recitals

  1. The Boards of Directors of SUBUD USA and MSF believe that, to sustain the growth and development of Subud throughout the world as a result of the participation of Subud brothers and sisters, it is in Subud’s best interest to engage in endowment fund development. The Board of Directors of SUBUD USA has recommended that MSF should create an endowment fund called THE BAPAK LEGACY FUND ("the Fund") to receive contributions from donors internationally, where such donors have restricted their contributions to endowment. Endowment fund development will further the mission of our WORLD SUBUD ASSOCIATION ("WSA"), as well as assist activities throughout the world, and will secure its future financial stability.
  2. The spirit and purpose of the Fund shall be in accordance with the guidance received by Bapak Muhammad Subuh Sumohadiwidjojo, Founder of our World Subud Association.
  3. The objectives of the Fund are:
    1. To facilitate the worship of Almighty God through the latihan kejiwaan of Subud and to provide for the other needs of the Subud membership.
    2. To preserve the practice of the latihan kejiwaan so that it will remain available to people everywhere in the form in which it was originally practiced under the guidance of Muhammad Subuh Sumohadiwidjojo.
    3. To protect the good reputation of Subud.
    4. To encourage peace, harmony and understanding among peoples regardless of their ethnic origin or religion.
    5. To provide educational and other facilities for the development of the full potential of human beings.
    6. To relieve poverty and deprivation.
    7. To encourage the development of a healthy and harmonious inner and outer environment for the well-being of mankind.
    8. To encourage cultural activities and the values which enrich the human spirit.
    9. To encourage the entrepreneurial spirit which enables people to express their true talents and develop the capacity to improve the quality of their lives.
    10. To make available information concerning the Latihan Kejiwaan of Subud.

2.Use of Funds Dedicated to Spiritual Purpose

  1. The spiritual purposes stated in this Paragraph shall guide and control the use and expenditure of the Fund.
  2. As expressed in the World Subud Association’s Preamble, the name Subud is the abbreviation of the words Susila Budhi Dharma. Susila means the character of a true human being in accordance with the Will of the One Almighty God. Budhi means the highest power that exists within a human being. Dharma means the reality of the inner feeling which submits to the Will of Almighty God with patience, trust and sincerity.
  3. From the very beginning when the latihan kejiwaan first comes to us, what happens is that, after we have inwardly surrendered with sincerity to the Greatness of Almighty God, our heart and mind, which are usually filled with imaginings of all kinds and with thinking on various problems, spontaneously cease to act, and at the same moment our entire inner feeling vibrates. This vibration of the inner feeling then manifests itself in the movements and energy which we call the latihan kejiwaan.
  4. Although in this state we experience that our imagination and thoughts cease to act, the inner feeling experiences calm and awareness, so that it can at all times follow the course of the movements and energy which lead and guide us towards our worship of God.
  5. As a result of that which we experience in the latihan kejiwaan, we are convinced that we worship only the One Almighty God, that it is only He Who is able to lead, guide and bring us to His presence, and that only He can improve and elevate our inner feeling and soul in accordance with His Will.
  6. Such is the latihan kejiwaan which we have received and which we practice. The basis, therefore, of this latihan kejiwaan is in fact our worship of God, so that through His leadership and guidance we may be directed towards goodness of character and nobility of soul in accordance with his Will.

3.Management, Investment, and Disbursement of Funds

  1. MSF to create and hold the Fund
    MSF, which bears the name of our Founder and whose work is to protect and develop Subud’s international assets both now and in the future, shall create the Fund and manage and administer it as a permanent endowment fund for Subud in accordance with all the terms and conditions of this Agreement, and with the bylaws and Articles of Incorporation of MSF.
  2. Virginia Law to Control
    The Fund shall be governed by the laws of the State of Virginia, United States of America. As such, the Uniform Management of Institutional Funds Act ("UMIFA") shall control the use and expenditure of the principal, net appreciation and income of the Fund. UMIFA permits donor agreements to define certain terms for the retention or expenditure of principal, net appreciation and income (such as interest, dividends, rents and the like). Each and every donor agreement, whether in hard copy form or electronic shall be in accordance with UMIFA rules, as expressed in this Agreement or as modified in this Agreement as permitted by UMIFA and set forth herein.
  3. Principal of the Fund
    The historic dollar value of the Fund’s principal shall be held in perpetuity and shall remain inviolate. Historic dollar value is the fair value in dollars of the Fund at the first time it becomes an endowment fund, plus the fair value in dollars of each subsequent donation to the Fund at the time it is made, plus the fair value in dollars of each accumulation made pursuant to a direction in the applicable gift instrument at the time the accumulation is added to the Fund. The principal, including the historic dollar value and the accretions attributable to appreciation and accumulated income that shall become principal, as defined in Subparagraphs d, e, and f, below, shall not be invaded or distributed in any manner whatsoever.
  4. Gift value as Principal
    The historic dollar value of all gifts, bequests, or donations to the Fund, no matter when made, of property, money, or assets of any type will be held as principal in this Fund in perpetuity and will remain inviolate.
  5. Certain Appreciation as Principal
    Any appreciation or increase in value of the Fund’s principal from the date of the Resolution creating the Fund forward until our Founder’s Birthday (June 22nd) in the year 2010 shall be transformed into principal and held in perpetuity and shall remain inviolate.
  6. Certain Accumulated Income as Principal
    All income earned by the Fund from the date of the Resolution creating the Fund forward until the date of the Fund’s first distribution, as set forth in Paragraph 3.h of this Agreement, shall be added to the Fund’s principal to be held in perpetuity and shall remain inviolate, subject to the necessity of expenses as provided in Subparagraph j below.
  7. Power to Invest and Reinvest
    MSF shall have the power to invest and reinvest, or cause to be invested or reinvested in, the Fund’s principal, as defined herein, in the following kinds of property and in none other: bank deposits; U.S. Government bonds; common or preferred stock or bonds listed on any national securities exchange; or any mutual funds listed on any national securities exchange. MSF shall also have the power to retain any contributed property, whether real or personal, in its discretion.
  8. Distribution of Income
    1. Distribution of income from the Fund shall commence five years from the date of the Resolution creating the Fund on our Founder’s Birthday (June 22nd, 2005) or upon the Fund’s principal attaining a sum of one million dollars (U.S. $1,000,000.00), whichever is sooner.
    2. Distribution of income from the Fund shall be made by MSF in accordance with the principles enunciated in Paragraph 2 of this Agreement and also in accordance with the following guidelines:
      1. No more than fifty percent (50%) of income earned from the Fund may be distributed during the period commencing on the date of the Fund’s first distribution, as set forth in Subparagraph h. i. just above, and ending ten years from the date of the Resolution creating the Fund on our Founder’s Birthday, (June 22, 2010).
      2. The remaining fifty percent (50%) of income earned from the Fund during the same period, as set forth in item a. above, shall be accumulated and transformed into principal and be held in perpetuity and shall remain inviolate.
      3. After ten years (June 22, 2010) or upon the attainment of $10,000,000, which ever is sooner, 100% of the income earned from the Fund may be distributed by the MSF.
  9. Expenditure of Appreciation
    During a World Subud Congress commencing on or near the year 2011, and during each succeeding World Subud Congress, WSA will determine whether the annual appreciation or annual increase in principal during the Fund’s next four years, or until its next World Congress, shall be treated as income or as principal. If the decision is that the appreciation is to be transformed into principal, then the appreciation shall be held in perpetuity and be inviolate. However, if the decision is to treat the appreciation as income, then MSF shall distribute the appreciation in accordance with the principles and guidelines enumerated in Paragraph 2 of this Agreement.
  10. Expenses of Management
    MSF may use up to two percent (2%) of the Fund’s asset value, charged against distributable income (during the first five years, against accumulating income, during the second five years, 50% against distributable income and 50% against accumulating income) to defray expenses incurred in the management of the Fund, so long as those expenses are in line with the best practices of fund management and are approved by the World Subud Council or its designee at its annual meeting.

4.Indemnification

In consideration of the fact that MSF will create, operate and manage the Fund at the request of SUBUD USA, MSF shall indemnify SUBUD USA and hold it harmless against any claims, suit, action or proceeding, and against all loss, damage, expense, costs (including attorneys’ fees) arising out of the management and administration of the Fund. MSF agrees to ensure that each donor is made aware of and signs the terms of the gift in writing, in hard copy or electronically, and that each donor agrees to the basis on which SUBUD USA and MSF have agreed to hold or distribute principal, appreciation and income.

5.Books and Records

At all times during the term of this Agreement, MSF agrees to keep accurate books of account in which all matters relating to this Agreement and the Fund, including all income, expenditures, assets and liabilities thereof, shall be entered. The books of account shall be open to examination by any legally constituted Subud organization, agency, or its designate, subject to reasonable provisions of the bylaws of MSF.

6.Arbitration

Any controversy or claim arising out of or relating to this Agreement or the Fund shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof.

7.Notices

Any and all notices or other communications required or permitted by this Agreement or by law to be delivered to, served on, or given to any party to this Agreement by any other party to this Agreement, shall be in writing and shall be deemed properly delivered, served, or given when personally delivered to the party to whom it is directed or, in lieu of such personal service, when deposited by certified first class mail, return receipt requested, addressed to the registered agent of Subud USA and MSF, according to the corporation records of the State of Colorado (Subud USA) or the State of Virginia (MSF).

8.Miscellaneous

  1. Waiver
    Waiver by one party of the performance of covenant, condition or promise shall not invalidate this Agreement, nor shall it be considered to be a waiver by such party of any other covenant, condition, or promise hereunder.
  2. Severability
    If for any reason, any provision of this Agreement shall be held to be unenforceable, it shall not affect the validity or enforceability of any other provision of this Agreement.
  3. Gender
    Where required by the context of this Agreement, the masculine, feminine or neuter gender and the singular or plural shall be deemed to include the other. This Agreement shall be construed as a whole and in accordance with its fair meaning, and not in favor of or against any party.
  4. Captions
    The captions are for the convenience of the parties only and shall not affect the provisions of the Agreement.

9.Sole Agreement

This instrument contains the sole and only agreement between the parties hereto relating to management and operation of the Fund and correctly sets forth the rights, duties, and obligations of each to the other in connection therewith as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall be binding on and inure to the benefit of the parties hereto and their transferees, assigns and other successors in interest of the Parties.

10. Amendments and Modification

This Agreement is irrevocable. It may only be amended by MSF to maintain tax or state law status as an endowment fund of a qualified public charitable organization.

11.Termination

This Agreement shall commence on the execution of this Agreement as indicated by the date on the first page and shall continue in perpetuity.

12.Counterparts

The parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be signed by all of the parties; each counterpart shall be deemed an original instrument as against any party who has signed it.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above stated.

SUBUD UNITED STATES OF AMERICA

By:_______________________________

Lewis David Olds

Its: Chairperson

MUHAMMAD SUBUH FOUNDATION

By:________________________

Its:Chairperson

 

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