Section § 18501

Explanation

This section of the law is called the Uniform Prudent Management of Institutional Funds Act. It sets guidelines for how institutions should responsibly manage and invest their funds.

This part may be cited as the Uniform Prudent Management of Institutional Funds Act.

Section § 18502

Explanation

This section lays out the definitions for terms used in laws related to charitable activities. A "charitable purpose" includes a range of community-beneficial goals, like education and health. An "endowment fund" is money given to an organization that can’t be fully spent right away. A "gift instrument" is any documentation involved in the transfer or management of such funds. An "institution" can be non-individuals like charities or government bodies managing funds for charity. "Institutional fund" refers specifically to funds held for charitable activities, excluding things like program-related assets. "Person" is broadly defined to include nearly any type of entity. A "program-related asset" is held primarily to fulfill a charity's mission, not for investment, while a "record" is any stored information that can be retrieved later.

As used in this part, the following terms shall have the following meanings:
(a)CA Probate Code § 18502(a) “Charitable purpose” means the relief of poverty, the advancement of education or religion, the promotion of health, the promotion of a governmental purpose, or any other purpose the achievement of which is beneficial to the community.
(b)CA Probate Code § 18502(b) “Endowment fund” means an institutional fund or part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis. The term does not include assets that an institution designates as an endowment fund for its own use.
(c)CA Probate Code § 18502(c) “Gift instrument” means a record or records, including an institutional solicitation, under which property is granted to, transferred to, or held by an institution as an institutional fund.
(d)CA Probate Code § 18502(d) “Institution” means any of the following:
(1)CA Probate Code § 18502(d)(1) A person, other than an individual, organized and operated exclusively for charitable purposes.
(2)CA Probate Code § 18502(d)(2) A government or governmental subdivision, agency, or instrumentality, to the extent that it holds funds exclusively for a charitable purpose.
(3)CA Probate Code § 18502(d)(3) A trust that had both charitable and noncharitable interests, after all noncharitable interests have terminated.
(e)CA Probate Code § 18502(e) “Institutional fund” means a fund held by an institution exclusively for charitable purposes. The term does not include any of the following:
(1)CA Probate Code § 18502(e)(1) Program-related assets.
(2)CA Probate Code § 18502(e)(2) A fund held for an institution by a trustee that is not an institution.
(3)CA Probate Code § 18502(e)(3) A fund in which a beneficiary that is not an institution has an interest, other than an interest that could arise upon violation or failure of the purposes of the fund.
(f)CA Probate Code § 18502(f) “Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(g)CA Probate Code § 18502(g) “Program-related asset” means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment.
(h)CA Probate Code § 18502(h) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

Section § 18503

Explanation

This law addresses how institutions should manage and invest their funds, with a focus on honoring the donor's intent and the institution's charitable goals. Managers must act in good faith and with the diligence of a prudent person. They should only incur reasonable costs, verify important information, and can pool funds for management. When investing, they must consider a wide range of factors, such as economic conditions and risks, and ensure their strategies suit the overall portfolio. Diversification is generally required unless it's better for the fund's purpose to avoid it. Decisions on assets must be timely and strategic. If someone with special skills manages the funds, they must use those skills effectively. This statute does not change a director’s existing duties under another specific California code.

(a)CA Probate Code § 18503(a) Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider the charitable purposes of the institution and the purposes of the institutional fund.
(b)CA Probate Code § 18503(b) In addition to complying with the duty of loyalty imposed by law other than this part, each person responsible for managing and investing an institutional fund shall manage and invest the fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
(c)CA Probate Code § 18503(c) In managing and investing an institutional fund, an institution is subject to both of the following:
(1)CA Probate Code § 18503(c)(1) It may incur only costs that are appropriate and reasonable in relation to the assets, the purposes of the institution, and the skills available to the institution.
(2)CA Probate Code § 18503(c)(2) It shall make a reasonable effort to verify facts relevant to the management and investment of the fund.
(d)CA Probate Code § 18503(d) An institution may pool two or more institutional funds for purposes of management and investment.
(e)CA Probate Code § 18503(e) Except as otherwise provided by a gift instrument, the following rules apply:
(1)CA Probate Code § 18503(e)(1) In managing and investing an institutional fund, all of the following factors, if relevant, must be considered:
(A)CA Probate Code § 18503(e)(1)(A) General economic conditions.
(B)CA Probate Code § 18503(e)(1)(B) The possible effect of inflation or deflation.
(C)CA Probate Code § 18503(e)(1)(C) The expected tax consequences, if any, of investment decisions or strategies.
(D)CA Probate Code § 18503(e)(1)(D) The role that each investment or course of action plays within the overall investment portfolio of the fund.
(E)CA Probate Code § 18503(e)(1)(E) The expected total return from income and the appreciation of investments.
(F)CA Probate Code § 18503(e)(1)(F) Other resources of the institution.
(G)CA Probate Code § 18503(e)(1)(G) The needs of the institution and the fund to make distributions and to preserve capital.
(H)CA Probate Code § 18503(e)(1)(H) An asset’s special relationship or special value, if any, to the charitable purposes of the institution.
(2)CA Probate Code § 18503(e)(2) Management and investment decisions about an individual asset must be made not in isolation but rather in the context of the institutional fund’s portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to the fund and to the institution.
(3)CA Probate Code § 18503(e)(3) Except as otherwise provided by law other than this part, an institution may invest in any kind of property or type of investment consistent with this section.
(4)CA Probate Code § 18503(e)(4) An institution shall diversify the investments of an institutional fund unless the institution reasonably determines that, because of special circumstances, the purposes of the fund are better served without diversification.
(5)CA Probate Code § 18503(e)(5) Within a reasonable time after receiving property, an institution shall make and carry out decisions concerning the retention or disposition of the property or to rebalance a portfolio, in order to bring the institutional fund into compliance with the purposes, terms, and distribution requirements of the institution as necessary to meet other circumstances of the institution and the requirements of this part.
(6)CA Probate Code § 18503(e)(6) A person that has special skills or expertise, or is selected in reliance upon the person’s representation that the person has special skills or expertise, has a duty to use those skills or that expertise in managing and investing institutional funds.
(f)CA Probate Code § 18503(f) Nothing in this section alters the duties and liabilities of a director of a nonprofit public benefit corporation under Section 5240 of the Corporations Code.

Section § 18504

Explanation

This law explains how institutions can manage the money in their endowment funds. They need to use or save this money wisely and according to the donor's wishes. If the donor hasn't specified otherwise, the funds are restricted by the donor's intentions until the institution decides how to use them. The institution must consider several factors such as economic conditions, inflation, investment returns, and its own resources and policies when making decisions.

If a gift is labeled as an endowment, it generally means it's meant to be permanent unless specifically stated. Spending more than 7% of the fund's average value over three years is usually assumed to be unwise, unless proven otherwise. However, this doesn't apply to certain educational institutions or funds with different legal permissions.

(a)CA Probate Code § 18504(a) Subject to the intent of a donor expressed in the gift instrument, an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for the uses, benefits, purposes, and duration for which the endowment fund is established. Unless stated otherwise in the gift instrument, the assets in an endowment fund are donor-restricted assets until appropriated for expenditure by the institution. In making a determination to appropriate or accumulate, the institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and shall consider, if relevant, all of the following factors:
(1)CA Probate Code § 18504(a)(1) The duration and preservation of the endowment fund.
(2)CA Probate Code § 18504(a)(2) The purposes of the institution and the endowment fund.
(3)CA Probate Code § 18504(a)(3) General economic conditions.
(4)CA Probate Code § 18504(a)(4) The possible effect of inflation or deflation.
(5)CA Probate Code § 18504(a)(5) The expected total return from income and the appreciation of investments.
(6)CA Probate Code § 18504(a)(6) Other resources of the institution.
(7)CA Probate Code § 18504(a)(7) The investment policy of the institution.
(b)CA Probate Code § 18504(b) To limit the authority to appropriate for expenditure or accumulate under subdivision (a), a gift instrument must specifically state the limitation.
(c)CA Probate Code § 18504(c) Terms in a gift instrument designating a gift as an endowment, or a direction or authorization in the gift instrument to use only “income,” “interest,” “dividends,” or “rents, issues, or profits,” or “to preserve the principal intact,” or words of similar import have both of the following effects:
(1)CA Probate Code § 18504(c)(1) To create an endowment fund of permanent duration unless other language in the gift instrument limits the duration or purpose of the fund.
(2)CA Probate Code § 18504(c)(2) To not otherwise limit the authority to appropriate for expenditure or accumulate under subdivision (a).
(d)CA Probate Code § 18504(d) The appropriation for expenditure in any year of an amount greater than 7 percent of the fair market value of an endowment fund, calculated on the basis of market values determined at least quarterly and averaged over a period of not less than three years immediately preceding the year in which the appropriation for expenditure is made, creates a rebuttable presumption of imprudence. For an endowment fund in existence for fewer than three years, the fair market value of the endowment fund shall be calculated for the period the endowment fund has been in existence. This subdivision does not do any of the following:
(1)CA Probate Code § 18504(d)(1) Apply to an appropriation for expenditure permitted under law other than this part or by the gift instrument.
(2)CA Probate Code § 18504(d)(2) Apply to a private or public postsecondary educational institution, or to a campus foundation established by and operated under the auspices of such an educational institution.
(3)CA Probate Code § 18504(d)(3) Create a presumption of prudence for an appropriation for expenditure of an amount less than or equal to 7 percent of the fair market value of the endowment fund.

Section § 18505

Explanation

This law allows institutions to delegate the management and investment of their funds to external agents, provided they follow certain guidelines. An institution must carefully choose the agent, set clear terms for what the agent can do, and regularly check the agent’s performance. The agent must act responsibly and follow the set terms. If the institution follows these guidelines, it won’t be held responsible for the agent’s actions unless a trustee would be under certain conditions. Agents agree to be subject to California courts by accepting these responsibilities. Institutions can also delegate these tasks to committees, officers, or employees according to other applicable state laws.

(a)CA Probate Code § 18505(a) Subject to any specific limitation set forth in a gift instrument or in law other than this part, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances. An institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, in all of the following:
(1)CA Probate Code § 18505(a)(1) Selecting an agent.
(2)CA Probate Code § 18505(a)(2) Establishing the scope and terms of the delegation, consistent with the purposes of the institution and the institutional fund.
(3)CA Probate Code § 18505(a)(3) Periodically reviewing the agent’s actions in order to monitor the agent’s performance and compliance with the scope and terms of the delegation.
(b)CA Probate Code § 18505(b) In performing a delegated function, an agent owes a duty to the institution to exercise reasonable care to comply with the scope and terms of the delegation.
(c)CA Probate Code § 18505(c) An institution that complies with subdivision (a) is not liable for the decisions or actions of an agent to which the function was delegated except to the extent a trustee would be liable for those actions or decisions under Sections 16052 and 16401.
(d)CA Probate Code § 18505(d) By accepting delegation of a management or investment function from an institution that is subject to the laws of this state, an agent submits to the jurisdiction of the courts of this state in all proceedings arising from or related to the delegation or the performance of the delegated function.
(e)CA Probate Code § 18505(e) An institution may delegate management and investment functions to its committees, officers, or employees as authorized by law of this state other than this part.

Section § 18506

Explanation

This law explains how an institution can change restrictions on a donation they received. If the donor agrees, the institution can modify restrictions related to managing or using the gift, as long as it's still for a charitable purpose. If those restrictions become impractical, the institution can ask a court for permission to change them, and must inform the Attorney General who gets a chance to weigh in. If the purposes become illegal or impractical, the court can allow changes to ensure the gift still fulfills its charitable purpose.

Additionally, if the donation is valued under $100,000, is over 20 years old, and the original purpose is no longer feasible, the institution can modify restrictions after notifying the Attorney General and the donor, as long as the donor's original charitable intent is respected.

(a)CA Probate Code § 18506(a) If the donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment, or purpose of an institutional fund. A release or modification may not allow a fund to be used for a purpose other than a charitable purpose of the institution.
(b)CA Probate Code § 18506(b) The court, upon application of an institution, may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful, if it impairs the management or investment of the fund, or if, because of circumstances not anticipated by the donor, a modification of a restriction will further the purposes of the fund. The institution shall notify the Attorney General of the application, and the Attorney General must be given an opportunity to be heard. To the extent practicable, any modification must be made in accordance with the donor’s probable intention.
(c)CA Probate Code § 18506(c) If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful, impracticable, impossible to achieve, or wasteful, the court, upon application of an institution, may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purposes expressed in the gift instrument. The institution shall notify the Attorney General of the application, and the Attorney General must be given an opportunity to be heard.
(d)CA Probate Code § 18506(d) If an institution determines that a restriction contained in a gift instrument on the management, investment, or purpose of an institutional fund is unlawful, impracticable, impossible to achieve, or wasteful, the institution, 60 days after notification to the Attorney General and to the donor at the donor’s last known address in the records of the institution, may release or modify the restriction, in whole or part, if all of the following apply:
(1)CA Probate Code § 18506(d)(1) The institutional fund subject to the restriction has a total value of less than one hundred thousand dollars ($100,000).
(2)CA Probate Code § 18506(d)(2) More than 20 years have elapsed since the fund was established.
(3)CA Probate Code § 18506(d)(3) The institution uses the property in a manner consistent with the charitable purposes expressed in the gift instrument. An institution that releases or modifies a restriction under this subdivision may, if appropriate circumstances arise thereafter, use the property in accordance with the restriction notwithstanding its release or modification, and that use is deemed to satisfy the consistency requirement of this paragraph.

Section § 18507

Explanation

This law section says that when evaluating if the rules were followed, you should look at the situation as it was when the decision or action happened, not by looking back after events have unfolded.

Compliance with this part is determined in light of the facts and circumstances existing at the time a decision is made or action is taken, and not by hindsight.

Section § 18508

Explanation

This law section states that it applies to all institutional funds that were either already in existence or created after January 1, 2009. For funds that existed before this date, the rules only apply to decisions or actions made on or after January 1, 2009.

This part applies to institutional funds existing on or established after January 1, 2009. As applied to institutional funds existing on January 1, 2009, this part governs only decisions made or actions taken on or after that date.

Section § 18509

Explanation

This section of the law adjusts how the state applies federal electronic signature laws. It makes changes to some parts, but leaves others, like Section 101, unchanged. Importantly, it does not allow certain important notices to be delivered electronically.

This part modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec. 7001 et seq.), but does not modify, limit, or supersede Section 101 of that act (15 U.S.C. Sec. 7001(a)), or authorize electronic delivery of any of the notices described in Section 103 of that act (15 U.S.C. Sec. 7003(b)).

Section § 18510

Explanation

This law emphasizes that when interpreting this act, states should aim for consistency so the laws are uniform between those that adopt it.

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.