UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant X
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
X
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss. 240.14a-12
American Church Mortgage Company
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X[X] No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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AMERICAN CHURCH MORTGAGE COMPANY
10237 YELLOW CIRCLE DRIVE
MINNETONKA, MINNESOTA 55343
(952) 945-9455
May 10, 2007__, 2008
Dear Shareholder:
You are invited to attend the 20072008 Annual Meeting of Shareholders of
American Church Mortgage Company to be held at 10237 Yellow Circle Drive,
Minnetonka, Minnesota, 55343, on June 15, 200711, 2008 at 10:00 a.m., local time.
The attached Notice of Annual Meeting and Proxy Statement describes the
formaleach
business to be transacted at the meeting.proposal for your action. After the business of the meeting has been
concluded, shareholders will be given an opportunity to ask appropriate
questions.
The items requiring shareholder approval are electionproposals and the vote the Board of Directors recommends are:
Recommended
Proposal Vote
1. Election of five (5) directors to hold office until the next annual meeting
of shareholders and until their successors have been duly elected and, FOR
qualified.
2. Approval of an amendment to our Church Lending Guidelines, pursuant to
Section 3.20 of our Bylaws, regarding financial statements from our FOR
borrowers.
3. Ratification of the appointment of Boulay, Heutmaker, Zibell & Co.,
P.L.L.P. as our independent registered public accounting firm for the year FOR
ending December 31, 2008.
A notice of Annual Meeting, a form of proxy and ratificationa proxy statement
containing information about the matters to be acted upon at the Annual Meeting
of the appointment of our independent registered public accounting
firm for the year 2007. We recommend that you vote for each of these proposals,
whichShareholders are set forth in more detail in the accompanying proxy statement.enclosed.
Your vote is very important and we urge you to complete, sign, date and
mail the enclosed proxy card promptly. This action will not limit your right to
revoke your proxy in the manner described in the accompanying proxy statement or
to vote in person if you wish to attend the annual meetingAnnual Meeting and vote personally.
Sincerely,
AMERICAN CHURCH MORTGAGE COMPANY
/s/ Philip J. Myers
-------------------
Philip J. Myers
President
AMERICAN CHURCH MORTGAGE COMPANY
-----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 15, 200711, 2008
AT 10:00 A.M.
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of American
Church Mortgage Company, a Minnesota corporation, will be held at ACMC's office
at 10237 Yellow Circle Drive, Minnetonka, Minnesota, 55343, at 10:00 a.m., local
time, on June 15, 2007.11, 2008.
This meeting is being held for the following purposes:
1. To elect five (5) persons to serve as directors until the next annual
electionmeeting of shareholders and until their successors are duly elected
and qualified.
2. To amend the Company's current Church Lending Guidelines, pursuant to
Section 3.20 of our Bylaws, regarding financial statements from our
borrowers.
3. To ratify the appointment of Boulay, Heutmaker, Zibell & Co., P.L.L.P.
as our independent registered public accounting firm for the year
ending December 31, 2007.
3.2008.
4. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on May 4, 20071, 2008 will be
entitled to notice of or to vote at the meeting or any adjournment thereof.
Whether or not you plan to be present at the meeting, please sign and return the
accompanying form of proxy in the enclosed postage prepaid envelope at your
earliest convenience. If there are not sufficient votes for a quorum or to
approve or ratify any of the foregoing proposals at the time of the Annual
Meeting, the Annual Meeting may be adjourned in order to permit further
solicitation of proxies by the Company.
Each of you is invited to attend the Annual Meeting in person, if possible.
Whether or not you plan to attend in person, please mark, date and sign the
enclosed proxy, and mail it promptly. A return envelope is enclosed for your
convenience.
For ten days prior to the meeting, a complete list of shareholders entitled
to vote at the meeting will be available for examination by any shareholder, for
any purpose relating to the meeting, during normal business hours at the our
offices. This list will also be available at the Annual Meeting.
By Order of the Board of Directors,
/s/ Philip J. Myers
------------------------------------------------------------
Philip J. Myers, President and Secretary
Minnetonka, Minnesota
May 10, 2007__, 2008
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WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL
MEETING, PLEASE SIGN THE PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE.
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AMERICAN CHURCH MORTGAGE COMPANY
10237 YELLOW CIRCLE DRIVE
MINNETONKA, MINNESOTA 55343
(952) 945-9455
---------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF SHAREHOLDERS
JUNE 15, 200711, 2008
This proxy statement and the accompanying proxy card are being mailed,
beginning on May 10, 2007__, 2008, to owners of common shares of American Church
Mortgage Company in connection with the solicitation of proxies by the Board of
Directors for our 20072008 Annual Meeting of Shareholders. This proxy procedure is
necessary to permit all American Church Mortgage Company shareholders, many of
whom are unable to attend the annual meeting,Annual Meeting, to vote. The Board of Directors
encourages you to read this document thoroughly and to take this opportunity to
vote on the matters to be decided at the annual meeting.Annual Meeting.
TABLE OF CONTENTS
GENERAL INFORMATION 3
PROPOSAL 1: ELECTION OF DIRECTORS 6
HOW DOES THE BOARD OPERATE? 8
HOW ARE EXECUTIVES AND DIRECTORS COMPENSATED? 9
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERENANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT 9
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 14
EXECUTIVE COMPENSATION AND EQUITY COMPENSATION PLANS 14
DIRECTOR COMPENSATION 15
PRINCIPAL ACCOUNTANT FEES AND SERVICES 15
PROPOSAL 2: APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM 16
SHAREHOLDER PROPOSALS FOR THE 2008 ANNUAL MEETING OF
SHAREHOLDERS 16
OTHER MATTERS 16
EXHIBITS
CORPORATE INFORMATION 3
PROPOSAL 1: ELECTION OF DIRECTORS 6
HOW DOES THE BOARD OPERATE? 8
HOW ARE EXECUTIVES AND DIRECTORS COMPENSATED? 9
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERENANCE; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT 9
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 14
EXECUTIVE COMPENSATION AND EQUITY COMPENSATION PLANS 15
DIRECTOR COMPENSATION 15
PRINCIPAL ACCOUNTANT FEES AND SERVICES 16
PROPOSAL 2: AMENDMENT OF THE COMPANY'S CHURCH LENDING GUIDELINES REGARDING BORROWER FINANCIAL STATEMENTS 17
PROPOSAL 3: APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 19
SHAREHOLDER PROPOSALS FOR THE 2009 ANNUAL MEETING OF
SHAREHOLDERS 19
OTHER MATTERS 19
EXHIBITS
ANNUAL REPORT FORM 10-KSB, AS AMENDED
PROXY
2
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GENERAL INFORMATION
The questions and answers set forth below provide general information
regarding this proxy statement and our annual meetingAnnual Meeting of shareholders.Shareholders.
When are our annual report to shareholders and this proxy statement first being
sent to shareholders?
This proxy statement is being sent to shareholders beginning on May 10,
2007.__,
2008. The Company's 20062007 Annual Report to Shareholders on Form 10-KSB accompaniesand
Amendment No. 1 thereto accompany this proxy statement.
What am I voting on?
1. The election of five (5) Board members, each for a one-year term or
until their successors are elected.elected and qualified.
2. To amend the Company's current Church Lending Guidelines, pursuant to
Section 3.20 of our Bylaws, regarding financial statements from our
borrowers.
3. The ratification of the appointment of Boulay, Heutmaker, Zibell &
Co., P.L.L.P. as our independent registered public accounting firm.firm for
the year ending December 31, 2008.
The Board of Directors recommends that you vote "FOR" each proposal.
Who is entitled to vote at the annual meetingAnnual Meeting and how many votes do they have?
Common shareholders of record at the close of business on May 4, 20071, 2008 may
vote at the annual meeting.Annual Meeting. Each share has one vote. There were 2,493,595 common
shares outstanding on April 30, 2007. The Company presently expects that there
will be no change in the number of common shares issued and outstanding on May 4, 2007.1, 2008.
How do I vote?
You must be present, or represented by proxy, at the annual meetingAnnual Meeting in
order to vote your shares. Since many of our shareholders are unable to attend
the annual meetingAnnual Meeting in person, we send proxy cards to all of our shareholders to
enable them to vote.
What is a proxy?
A proxy is a person you appoint to vote on your behalf. We are soliciting
your appointment of proxies so that your common shares may be voted at the
annual meetingAnnual Meeting without your attendance. If you complete and return the enclosed
proxy card, your shares will be voted by your proxy as you instruct on your
returned proxy card.
By completing and returning the proxy card, whom am I designating as my proxy?
You will be designating Philip J. Myers and Scott J. Marquis as your
proxies. They may act on your behalf together or individually and will have the
authority to appoint a substitute to act as proxy.
3-3-
How will my proxy vote my shares?
Your proxy will vote according to the instructions on your proxy card. If
you complete and return your proxy card but do not indicate your vote on business matters,the
proposals, your proxy will votevote: "FOR" the election of Philip J. Myers, Kirbyjon
H. Caldwell, Robert O. Naegele, Jr., Dennis J. Doyle and Michael G. Holmquist as
DirectorsDirectors; "FOR" the approval of the proposed amendment to our Church Lending
Guidelines; and "FOR" the ratification of the appointment of our independent
registered public accounting firm. We do not intend to bring any other matters
for a vote at the annual meeting,Annual Meeting, and we do not know of anyone else who intends
to do so. However, your proxies are authorized to vote on your behalf, using
their best judgment, on any other business that properly comes before the annual meeting.Annual
Meeting.
How do I vote using my proxy card?
Other than attending the annual meetingAnnual Meeting and voting in person, you must vote
by mail. To vote by mail, simply mark, sign and date the enclosed proxy card and
return it in the postage-paid envelope provided. If you hold your shares through
a broker, bank or other nominee, you will receive separate instructions from the
nominee describing how to vote your shares.
How do I revoke my proxy?
You may revoke your proxy at any time before your shares are voted at the
annual meetingAnnual Meeting by:
o Notifying our Corporate Secretary, Philip J. Myers, in writing at
10237 Yellow Circle Drive, Minnetonka, Minnesota 55343, that you are
revoking your proxy;
o Executing a later-dated proxy card; or
o Attending and voting by ballot at the annual meeting.Annual Meeting.
Is my vote confidential?
Yes, only certain of our officers will have access to your card.
Who will count the votes?
An officer of American Church Mortgage Company will act as the inspector of
election and will count the votes.
What constitutes a quorum?
As of April 30, 2007,May 1, 2008, 2,493,595 of our common shares were issued and
outstanding. The Company presently expects that there will be no change in the
number of common shares issued and outstanding on May 4, 2007. The holders of a
majorityone-third (1/3) of the shares outstanding and
entitled to vote, represented either in person or by proxy, constitute a quorum
for the transaction of business. If you sign and return your proxy card, you
will be considered part of the quorum, even if you withhold your vote. If a
quorum is not present at the annual meeting,Annual Meeting, the shareholders present in person
or, by proxy may adjourn the meeting to a date not more than 120 days after June
15, 2007,11, 2008, until a quorum is present.
4-4-
How will my vote be counted?
With respect to the election of Directors, votes may be cast in favor of or
withheld from one or all nominees. Votes that are withheld will not be included
in the vote.
With respect to the proposed amendment to our Church Lending Guidelines,
votes may be cast in favor or against the proposed amendment, or you may abstain
from the vote. If you abstain from the vote or do not return your proxy card,
your abstention or non-vote will have the same effect as a vote against the
proposed amendment. Because the proposed amendment to our Church Lending
Guidelines requires the approval of the holders of a majority of our outstanding
shares, it is very important that you return your proxy card so that your vote
is counted.
With respect to approval of and appointment of our independent registered
public accounting firm, votes may be cast for or against the proposal or the
proxy may be instructed to abstain. Abstentions will be treated as "No" votes.
What percentage of the Company's common shares do the directors and executive
officers own?
Our Board of Directors and executive officers beneficially owned 1.14% of
our common shares as of April 30, 2007.May 1, 2008. (See the discussion under the heading
"Security Ownership of Certain Beneficial Owners and Management" for more
details.)
Who is soliciting my proxy, how is it being solicited and who pays the cost?
American Church Mortgage Company is soliciting your proxy. The solicitation
process is being conducted primarily by mail. However, proxies may also be
solicited in person, by telephone or facsimile. Computershare Trust Company,
Inc., our transfer agent, will be assisting us for a fee, of approximately
$5,300.00, plus out-of-pocket
expenses. In 2007, we paid Computershare approximately $7,800, which included
out-of-pocket expenses, for assisting us with our proxy solicitation. American
Church Mortgage Company pays the cost of soliciting proxies. We will also
reimburse stockbrokers and other custodians, nominees and fiduciaries for their
reasonable out-of-pocket expenses for forwarding proxy and solicitation material
to the owners of our common shares.
Do we have any significant shareholders?
We have no shareholders who beneficially owned more than 1.0%5.0% of our
stock as of April 30, 2007.May 1, 2008.
When are shareholder proposals for the year 20082009 shareholder meeting due?
Shareholder proposals to be presented at the 20082009 Annual Meeting must
be submitted in writing by January 2, 20082009 to Philip J. Myers, President, at
10237 Yellow Circle Drive, Minnetonka, Minnesota 55343. You should submit any
proposal by a method that permits you to prove the date of delivery to us. (See
the discussion under the heading "Shareholder Proposals for the 20082009 Annual
Meeting of Shareholders" and "Election of Directors" for information regarding
certain procedures with respect to shareholder proposals and nominations of
Directors.)
5-5-
PROPOSAL 1
ELECTION OF DIRECTORS
Pursuant to our Bylaws, the Board has fixed at five (5) the number of
directors to be elected at the annual meeting.Annual Meeting. Unless otherwise indicated
thereon, the proxy holders will vote "FOR" the election of the nominees listed
below to serve until the next annual meeting of shareholders and until their
successors are elected and qualified. All nominees are members of the present
Board. If any nominee is unavailable for election to the Board, the holders of
proxies will vote for a substitute. Management has no reason to believe that any
of the nominees will be unable to serve if elected to office.
The five (5) nominees who receive the highest number of votes will be
elected as directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF THE BOARD NOMINEES LISTED BELOW.
Nominees
The following table sets forth certain information regarding the nominees.
Name Age Biographical Summary Director
Since
Philip J. Myers 5052 Mr. Myers has been our Chairman, President, Treasurer and 2001
Secretary since 2001
April 2001 and a director of the Company since October 2001. He has also served as President,
Treasurer, shareholder and a director of our Advisor, Church
Loan Advisors, Inc. since 1994, President, Secretary, and a
director of American Investors Group, Inc., an underwriter of
our prior securities offerings, since 1996, and of its parent
company, Apostle Holdings Corp. since 2000. Mr. Myers has been
an officer of American Investors Group, Inc. and has engaged
directly in church mortgage lending since 1989. He earned his
bachelor of arts degree in political science in 1977 from the
State University of New York at Binghamton and his juris doctor
degree from the State University of New York at Buffalo School
of Law in 1980. From 1980 to 1982, Mr. Myers served as an
attorney in the Division of Market Regulation of the U.S.
Securities and Exchange Commission in Washington, D.C. and,
from 1982 to 1984, as an attorney with the Division of
Enforcement of the Securities and Exchange Commission in San
Francisco. From August 1984 to January 1986, he was employed as
an attorney with the San Francisco law firm of Wilson, Ryan and
Compilongo where he 6
specialized in corporate finance,
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securities and broker-dealer matters. From January 1986 to
January 1989, Mr. Myers was Senior Vice President and General
Counsel of Financial Planners Equity Corporation, a 400 broker
securities dealer formerly located in Marin County, California.
He became affiliated with American Investors Group, Inc. in
1989. He is an inactive member of the New York, California and
Minnesota State Bar Associations. Mr. Myers holds General
Securities Representative and General Securities Principal
licenses with the National Association of Securities Dealers,
Inc.
Kirbyjon H. Caldwell 5354 Mr. Caldwell has served as an independent director of the 1994
Company since 1994. He has been Senior Pastor of Windsor
Village United Methodist Church in Houston, Texas since January
1982. The membership of Windsor Village is approximately
14,400. Mr. Caldwell received his B.A. degree in Economics from
Carlton College (1975), an M.B.A. in Finance from the
University of Pennsylvania's Wharton School (1977), and his
Masters in Theology from Southern Methodist University School
of Theology (1981). He is a member of the Boards of Directors
of Continental Airlines, National Children's Defense Fund,
Baylor College of Medicine, Greater Houston Partnership, Amergy
Bank of Texas, Reliant Energy, Bridgeway Capital Management and
the American Cancer Society. He is also the founder and member
of several foundations and other community development
organizations.
Robert O. Naegele, Jr. 6768 Mr. Naegele has served as an independent director of the 1994
Company since 1994. Mr. Naegele's professional background
includes advertising, real estate development and consumer
products with a special interest in entrepreneurial ventures
and small developing companies. In 1997, he led a group of
investors to apply for, and receive an NHL expansion franchise,
the Minnesota Wild, which began play in the Xcel Energy Center
in St. Paul, Minnesota, in October 2000. Mr. NaegleNaegele is a
member of the NHL Board of Governors and Chairman of the
Minnesota Wild.
7Sports and Entertainment.
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Dennis J. Doyle 5455 Mr. Doyle has served as an independent director of the Company 1994
since 1994. He is the majority shareholder and co-founder of
Welsh Companies, Inc., Minneapolis, Minnesota, a full-service
real estate company involved in property management, brokerage,
investment sales, construction and commercial development.
Welsh Companies was co-founded by Mr. Doyle in 1980, and has
over 350 employees. Mr. Doyle is the recipient of numerous
civic awards relating to his business skills. He also is a
member of the board of directors of Rottlund Homes and Hope For
The City.
Michael G. Holmquist 5758 Mr. Holmquist has served as an independent director of the 2003
Company since 2003. Mr. Holmquist is a Certified Public
Accountant practicing from his office in Deephaven, Minnesota.
Prior to entering the accounting field in 1977, he worked for
two years as a public school teacher and served four years in
the U.S. Coast Guard. He is a graduate of St. Olaf College.
Mr. Holmquist was an original incorporator of American
Investors Group and an employee of the firm from 1986-1989. He
participated in establishing that firm's church bond
underwriting department and has extensive experience in church
auditing. Mr. Holmquist is a member of the American Institute
of CPAs and Central Lutheran Church.
How does the Board operate?
During 2006,2007, the Board of Directors had four meetings. The attendance
policy of the Board encourages and expects all board members to attend all Board
meetings. Last year, all DirectorsMr. Myers and Mr. Holmquist attended 100% and 75%,
respectively, of the meetings held. Mr. Caldwell and Mr. Doyle each attended two
meetings, and Mr. Naegele attended one.
The Company encourages attendance at the Annual Shareholder Meeting, but
has no policy regarding attendance in light of the fact that very few
shareholders attend the Annual Meeting in person. One director attended the 2007
Annual Shareholder Meeting. Our directors are invited, and frequently one or
more of our directors are in attendance at the meetings except
for Kirbyjon H. Caldwell and Robert O. Naegele, Jr. In addition, the 2006 Annual Shareholder Meeting was attended by one director.Meeting.
The Board has no separately-designated standing audit committee,
compensation committee, nominating or executive committee. The Company's entire
Board performs the functions of an audit committee, and whilebut the Board has not
designated an "audit committee financial expert,expert." theThe Company believes that
several of its independent directors qualify for such a designation.designation, but does
not believe the designation of a specific individual is necessary at this time
since the Company is managed by its advisor, Church Loan Advisors, Inc. (the
"Advisor").
The Company's Directors take a critical role in guiding the Company's
strategic direction. Since 1994, we have had very little turnover on the Board.
As such, the Company does not have a separate nominating committee. When Board
candidates are considered, they are evaluated based upon their ability to
qualify as independent directors under Section 3.3 of the Company's Bylaws and
other various criteria, such as their broad-based business and professional
skills and
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experiences, experience serving as management or on the board of directors of
companies such as the Company, concern for the long-term interests of the
shareholders, financial literacy and personal integrity in judgment. In
addition, director candidates must have time available to devote to Board
activities. Accordingly, the Board seeks to attract and retain highly qualified
directors who have sufficient time to attend to their duties and
responsibilities to the Company. See "Qualifications of Candidates for Election
to the Board" and "Process for Identifying and Evaluating Candidates for
Election to the Board" below for further discussion of how the Board operates in
connection with nominations.
How are Executives and Directors compensated?
Since inception, the Company has not had employees and the Company has only
one executive officer, Philip J. Myer,Myers, who serves in several capacities.capacities and is
not compensated for such position. The Company's business is managed by the
Advisor. The actions and decisions of the Company and the Advisor are governed
by the
8
Company's independent directors and by the Company's Bylaws and the
Advisory Agreement. Both of these documents substantially comply with the NASAA
REIT Guidelines, which include substantialsubstantive limitations on, among other things,
conflicts of interest and related party transactions. As such, the Company has
not adopted a Code of Ethics.
BecauseIn addition, because the Company has no employees, and because Mr. Myers is
not compensated by the Company, there is no Company compensation committee.
However, we currently pay each independent director $500 for each board meeting
attended ($400 for telephonic meetings), limited to $2,500 per year. In addition, weWe also
reimburse directors for travel expenses incurred in connection with their duties
as our directors. Please see the Director Compensation"Director Compensation" on page fifteen (15).16. As a
non-independent director, Philip J. Myers receives no compensation or
reimbursements in connection with his service on our Board of Directors.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERENANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Qualifications of Candidates for Election to the Board
The Company's Directors take a critical role in guiding the Company's
strategic direction. Since 1994, we have had very little turnover on the Board.
See "Election of Directors." As such, the Company does not have a separate
Nominating Committee.nominating committee. When Board candidates are considered, they are evaluated
based upon their ability to qualify as independent directors under Section 3.3
of the Company's Bylaws and other various criteria, such as their broad-based
business and professional skills and experiences, experience serving as
management or on the board of directors of companies such as the Company,
concern for the long-term interests of the shareholders, financial literacy and
personal integrity in judgment. In addition, director candidates must have time
available to devote to Board activities. Accordingly, the Board seeks to attract
and retain highly qualified directors who have sufficient time to attend to
their duties and responsibilities to the Company. Recent developments in
corporate governance and financial reporting have resulted in an increased
demand for such highly-qualified and productive public company directors. The
Company's Bylaws are available on both of its websites. You can view our Bylaws
at www.churchbondsusa.com under the heading "Library" or www.church-loans.net
under the heading "About Us."Library."
-9-
Process for Identifying and Evaluating Candidates for Election to the Board
The Company's Board of Directors has no Nominating Committee,separate nominating committee,
however, management of the Company reviews the qualifications and backgrounds of
the Directors, as well as the overall composition of the Board, and recommendrecommends
to the full Board of Directors the persons to be nominated for election at each
Annual
Meetingannual meeting of Shareholdersshareholders of the Company. In the case of incumbent
directors, the Board reviews such directors' overall service to the Company,
including the number of meetings attended, level of participation, quality of
performance, and whether the director continues to meet the applicable
independence standards. In the case of any new director candidates, the
questions of independence and financial expertise are important to determine
what roles can be performed by the candidate, and the Board determines whether
the candidate meets the applicable independence standards and the level of the
candidate's financial expertise. Any new candidates would be interviewed by the
management of the Company and, if appropriate, then by all members of the Board.
The full Board
9
will approve the final nominations. The Chairman of the Board,
acting on behalf of the full Board, will extend the formal invitation to become
a nominee of the Board of Directors.
Shareholder Nominations of Director Candidates
Shareholders may nominate Director candidates for consideration by
management of the Company by writing to Philip J. Myers and providing to Mr.
Myers the candidate's name, biographical data and qualifications, including
five-year employment history with employer names and a description of the
employer's business; whether such individual can read and understand fundamental
financial statements; other board memberships (if any); and such other
information as reasonably available and sufficient to evaluate the minimum
qualifications stated above under the section of this proxy statement entitled
"- Qualifications"Qualifications of Candidates for Election to the Board." The submission must be
accompanied by a written consent of the individual to stand for election if
nominated by the Board of Directors and to serve if elected by the shareholders.
Written notice must be given at least 120 days before the date of the next
Annual Meetingannual meeting of Shareholders.shareholders. If a shareholder nominee is eligible, and if the
nomination is proper, management then will deliberate and make its
recommendation to the Board of Directors. For the 20072008 Annual Meeting of
Shareholders, the Board of Directors did not receive nominations for Directordirector
candidates from eligible shareholders or groups of shareholders. Additionally,
there were no changes to the procedures by which shareholders may recommend
nominees to the Board.Board since the Company's 2007 Annual Meeting of Shareholders.
Communications with the Board
Shareholders can communicate directly with the Board by writing to Mr.
Philip J. Myers or by calling Mr. Myers at (952) 945-9455 (x126) or via e-mail
at phil@amerinvest.com. All communications will be reviewed by management and
then forwarded to the appropriate director or directors or to the full Board, as
appropriate.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers and persons who own more than 10% of a registered
class of our equity securities,outstanding
common stock to file reports of ownership of our common stock
and other equity securities with the Securities and Exchange Commission.
ExecutiveCommission reports of
changes in their ownership of common stock. Officers, directors and directorsgreater than
10% stockholders are also required by SEC regulations to furnish us with copies of all forms they
file under this regulation. To our knowledge during the year ended December 31,
2007, all Section 16(a) forms they file. To the Company's knowledge,
all of itsfiling requirements applicable to our officers,
directors and executive officer filed in a timely manner all such
reports.
10
greater than 10% stockholders were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
General
The Company's and the Advisor's activities are governed by the Company's
Bylaws and the Advisory Agreement. Both of these documents substantially comply
with the NASAA REIT Guidelines, which include substantialsubstantive limitations on, among
other things, conflicts of interest and related party transactions. Other than
with respect to the purchase and sale of church bonds for our portfolio in the
ordinary course of business, as described below, all future transactions between
us and our officers, directors and affiliates willmust be approved, in advance, by a
majority of our independent directors.
Our Advisor
Subject to the supervision of the Board of Directors, our business is
managed by Church Loan Advisors, Inc. (our "Advisor"), which provides investment
advisory and administrative services. Church Loan Advisors, Inc. is a Minnesota
corporation and has acted as our Advisor since inception in 1994. Our Advisor
renders lending and advisory services solely to us, and administers our business
affairs and operations.
The following table sets forth the names and positions of the officers and
directors of the Advisor:
Name Position
--- --------
Philip J. Myers President, Treasurer and Director
Scott J. Marquis Vice President, Secretary
Our Advisory Agreement
We have entered into a contract with our Advisor (the "Advisory Agreement")
under which our Advisor furnishes advice and recommendations concerning our
affairs, provides administrative services to us, and manages our day-to-day
affairs. In performing its services under the Advisory Agreement, our Advisor
may use facilities, personnel and support services of its affiliates. Expenses,
such as legal and accounting fees, director fees, stock transfer agent and
registrar and paying agent fees, are our direct expenses and are not provided
for by our Advisor as part of its services.
-11-
The Advisory Agreement is renewable annually by us for one-year periods,
subject to a determination, including a majority of our independent directors,
that our Advisor's performance has been satisfactory and that the compensation
paid by us to our Advisor has been reasonable. The Advisory Agreement was
reviewed and renewed for a one-year period on April 24, 2008. We may terminate
the Advisory Agreement without cause or penalty on 60 days' written notice. Upon
termination of the Advisory Agreement by either party, the Advisor may require
us to change our name to a name that does not contain the word "American,"
"America" or the name of the Advisor or any approximation or abbreviation
thereof. However, we may continue to use the word "church" in our name. Our
directors must determine that any successor Advisor possesses sufficient
qualifications to perform the Advisory function for us and justify the
compensation provided for in its contract with us.
11
Pursuant to the Advisory Agreement, our Advisor is required to pay all of
the expenses it incurs in providing us services including, but not limited to,
personnel expenses, rental and other office expenses of officers and employees
of the Advisor (except out-of-pocket expenses of such persons who are our
directors or officers), and all of its overhead and miscellaneous administrative
expenses relating to performance of its functions under the Advisory Agreement.
We are required to pay all other expenses, including the costs and expenses of
reporting to various governmental agencies and our shareholders and of
conducting our operations as a mortgage lender, fees and expenses of appraisers,
directors, auditors, outside legal counsel and transfer agents, and costs
directly relating to the closing of loan transactions.
In the event that our total operating expenses exceed in any calendar year
the greater of (a) 2% of our average invested assets or (b) 25% of our net
income (before interest expense), the Advisor is obligated to reimburse us, to
the extent of its fees for such calendar year, for the amount by which the
aggregate annual operating expenses paid or incurred by us exceed the
limitation. Our independent directors may, upon a finding of unusual and
non-recurring factors which they deem sufficient, determine that a higher level
of expenses is justified in any given year.
Our Bylaws provide that our independent directors are to determine, at
least annually, the reasonableness of the compensation which we pay to our
Advisor. Factors to be considered in reviewing the Advisory fee include the size
of the fees of the Advisor in relation to the size and composition andof our
assets, our profitability, the rates charged by other investment advisors
performing comparable services, the success of our Advisor in generating
opportunities that meet our investment objectives, the amount of additional
revenues realized by our Advisor for other services performed, the quality and
extent of service and advice furnished by our Advisor, the quality of our
investments in relation to investments generated by our Advisor for its own
account, if any, and the performance of our investments.
Pursuant to the Advisory Agreement, we pay our Advisor an annual base
management fee of 1.25% of average invested assets on the first $35 million of
such assets, 1.00% on assets from $35 million to $50 million, and .75% on assets
in excess of $50 million. Although entitled to do so, the Advisor does not
assess its management fee on the church bond portion of our portfolio, but
rather only on the church loan portion of our portfolio. For purposes of the
Advisory Agreement, the Company's Invested Assets means outstanding church
loans, and does not include church bonds or cash equivalent temporary
investments. As defined in the Advisory Agreement, we remit to the Advisor
one-half of any origination fee collected from a borrower in
-12-
connection with mortgage loans made or renewed by us. For the years ended
December 31, 20062007 and 2005,2006, we paid our Advisor $573,000$456,000 and $466,000,$573,000,
respectively.
American Investors Group, Inc.
In July 2004, the Company filed a Registration Statement with the
Securities and Exchange Commission for a second public offering of debt
securities, which the Securities and Exchange Commission declared effective
October 7, 2004. The Company concluded the offering on October 7, 2006. The
Company offered $23,000,000 principal amount of its Series B secured investor
certificates. Certificates could be purchased in any multiple of $1,000. The
12
offering was underwritten by American Investors Group, Inc., an affiliate of the
Advisor, on a "best efforts" basis, and no minimum sale of certificates was
required. As of December 31, 2006 and 2005, respectively, the Company sold
$14,860,000 and $11,491,000 of its Series B secured investor certificates.
In connection with this public offering, and pursuant to the terms of the
Underwriting Agreement, the Company paid American Investors Group, Inc. and
participating broker-dealers commissions and non-reimbursable expenses of
approximately $172,763 and $302,989 during 2006 and 2005, respectively.
In the course of our business, we have purchased and may continue to
purchase church bonds being underwritten and sold by American Investors Group,
Inc., an affiliate of our Advisor. Mr. Myers owns 20% of and has been President,
Treasurer and a director of American Investors Group, Inc. since 1996. Although
we have not and would not pay any commissions, American Investors Group, Inc.
benefits from such purchases as a result of commissions paid to it by the issuer
of the bonds. It also may benefit from mark-ups on bonds we buy from it and
mark-downs on bonds we sell through it on the secondary market. We purchase
church bonds for investment purposes only, and only at the public offering
price. Church bonds we purchase in the secondary market, if any, are purchased
at the best price available, subject to customary mark-ups (or in the case of
sales - mark-downs), on terms no less favorable than those applied to other
customers of American Investors Group, Inc. Our principals and our Advisor may
receive a benefit in connection with such transactions due to their affiliation
with the underwriter.
Director Independence
The Company's Board of Directors has determined that each of Dennis J.
Doyle, Kirbyjon H. Caldwell, Robert O. Naegele, Jr. and Michael G. Holmquist are
"independent," as that term is defined in NASAA REIT Guidelines and in Rule
4200(a)(15) of the NASDAQ Marketplace Rules of the Nasdaq Stock Market, Inc.Rules. Accordingly, the Board is composed
of a majority of independent directors. There are no transactions with the
directors which were evaluated in connection with the Board's determination of
the independence or which have not already been disclosed elsewhere in this
Proxy Statement.
13proxy statement.
-13-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth as of April 30, 2007,May 1, 2008, the number of shares
beneficially owned by each director and by all executive officers and directors
as a group, and the beneficial owner of 5% or more of our outstanding stock.stock,
based on 2,493,595 shares of common stock outstanding at that date. Unless
otherwise noted, each of the following persons has sole voting and investment
power with respect to the shares set forth opposite their respective names.
============================================================ ======================= =====================
Number of
Shares of Common Stock Percent
Beneficially Percentof
Name and address of Beneficial Owner (1) Owned of Class
- ---------------------------- ------------------ -------------------------------------------------------------------- ----------------------- ---------------------
Robert O. Naegele, Jr. 8,033 .32%
- ------------------------------------------------------------ ----------------------- ---------------------
Philip J. Myers 20,000 (2) .80%
- ------------------------------------------------------------ ----------------------- ---------------------
Kirbyjon H. Caldwell -- --
- ------------------------------------------------------------ ----------------------- ---------------------
Dennis J. Doyle -- --
- ------------------------------------------------------------ ----------------------- ---------------------
Michael G.H. Holmquist -- --
- ------------------------------------------------------------ ----------------------- ---------------------
All Executive Officers and Directors as a Group
(six individuals) (3) 28,333 (2) 1.14%
- -------------------============================================================ ======================= =====================
(1) The address for the Directors is 10237 Yellow Circle Drive, Minnetonka,
Minnesota 55343.55343
(2) Number does not include 9,400 shares owned by an affiliate of our Advisor,
which affiliate is 20% indirectly owned by Mr. Myers. Mr. Myers disclaims
beneficial ownership of these shares (representing 20% of the shares owned
by the affiliate), and does not have voting or investment power over the
shares.
(3) Includes 300 shares owned by Scott J. Marquis. Mr. Marquis is an officer of
our Advisor.
-14-
EXECUTIVE COMPENSATION AND EQUITY COMPENSATION PLANS
The Company pays no compensation to its officers and has no other
employees. The Company has no equity compensation plans. Because no compensation
or equity awards have been awarded to, earned by or paid to any executive
officer of the Company, the Company has not included any tables or charts
describing executive compensation. However, compensation paid to our directors
is described below.
14
DIRECTOR COMPENSATION(1)
Fees
Earned Non-Equity Non-Qualified
or Paid Stock Option Incentive Plan Incentive Plan All Other
Name in Cash Awards Awards Compensation Compensation Compensation Total
- ----- ------- ------ ------ ------------ ------------ ------------ -----
Kirbyjon H. $1,200 n/a n/a n/a n/a n/a $1,200
Caldwell
Dennis J. Doyle $1,600$1,200 n/a n/a n/a n/a n/a $1,600$1,200
Michael G. $1,600$1,400 n/a n/a n/a n/a n/a $1,600$15,199 (2) $16,599
Holmquist
Philip J. Myers n/a n/a n/a n/a n/a n/a --
Robert O. $800$1,000 n/a n/a n/a n/a n/a $800$1,000
Naegele, Jr.
(1) All Directors, except Philip J, Myers, are paid $500 per board meeting
attended ($400 for telephonic meetings), limited to $2,500 per year, and
reimbursed for travel expenses incurred in connection with their duties as
directors.
(2) Mr. Holmquist was paid an additional $15,199 during 2007 for auditing and
testing the Company's internal controls to determine if the Company has
established and is maintaining an adequate system of controls as defined by
Section 404 of the Sarbanes-Oxley Act of 2002.
-15-
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees billed to the Company by Boulay, Heutmaker, Zibell & Co., P.L.L.P. during
2006 and 2005 are described below.
Audit Fees: AuditThe following table presents fees billed to the Company by Boulay,
Heutmaker, Zibell & Co., P.L.L.P. during 2006, the Company's independent registered public
accounting firm, for professional services rendered for the years ended December
31, 2007 and 20052006.
..................................................................... .................................................
Years Ended December 31,
..................................................................... .................................................
..................................................................... ....................... .........................
2007 2006
..................................................................... ....................... .........................
..................................................................... ....................... .........................
Audit Fees (1) $ 53,390 $ 41,605
..................................................................... ....................... .........................
..................................................................... ....................... .........................
Audit-Related Fees (2) - -
..................................................................... ....................... .........................
..................................................................... ....................... .........................
Tax Fees (3) 3,815 1,895
..................................................................... ....................... .........................
..................................................................... ....................... .........................
All Other Fees (4) 350 -
..................................................................... ....................... .........................
..................................................................... ....................... .........................
Total $ 57,555 $ 43,500
..................................................................... ....................... .........................
(1) Audit Fees consist of fees billed for reviewprofessional services rendered for
the audit of ourthe Company's annual financial statements and thosereview of the
interim financial statements included in our quarterly reports on Form 10-QSB
totaled $41,605 and $49,855 respectively.services
that are normally provided by the Company's independent registered public
accounting firm in connection with statutory and regulatory filings or
engagements.
(2) Audit-Related Fees:Fees consist of fees billed for assurance and related
services that are reasonably related to the performance of the audit or
review of the Company's financial statements and are not reported under
"Audit Fees." We did not engage Boulay, Heutmaker, Zibell & Co., P.L.L.P.
to provide audit-related services during 20062007 and 2005.2006.
(3) Tax Fees: TaxFees consist of fees billed tofor professional services rendered for tax
compliance, tax advice and tax planning.
(4) All Other Fees consist of fees for products and services other than the
services reported above. In fiscal year 2007, the Company by Boulay, Heutmaker, Zibell &
Co., P.L.L.P. during 2006 and 2005 totaled $1,895 and $1,800 respectively.
All Other Fees: All other fees billed to the Company by Boulay, Heutmaker,
Zibell & Co., P.L.L.P. during 2006 and 2005paid $350 for
tax consulting services, totaled
$0 and $1,355 respectively.assistance with a miscellaneous accounting matter.
The Board does not have an audit committee. However, the Board as a whole
considers whether the independent registered public accounting firm's provision
of audit-related services to the Company is compatible with the auditor's
independence. 15In addition, the Board pre-approves the hiring of our independent
registered public accounting firm, and has designated the Advisor to determine
if all fees to be charged for services rendered by the independent registered
public accounting firm are fair and reasonable prior to any work being
performed.
-16-
PROPOSAL 2
AMENDMENT OF THE COMPANY'S CHURCH LENDING GUIDELINES
REGARDING BORROWER FINANCIAL STATEMENTS
Financing Policy - Generally
Our business of mortgage lending to churches and other non-profit religious
organizations is managed by our Advisor in accordance with and subject to the
policies, guidelines, restrictions and limitations identified in our Bylaws,
both specifically under Section 3.19, and more generally under the Church
Lending Guidelines described in Section 3.20 (the latter, our "Financing
Policy"). The intent of the Financing Policy is to identify for our Advisor and
for our shareholders not only the general business in which we are involved, but
also the parameters of our lending business. In accordance with Section 3.20 of
our Bylaws, the Financing Policy may not be changed (except in certain
immaterial respects by majority approval of the Board of Directors) without the
approval of a majority of the Independent Directors, and the holders of a
majority of our outstanding shares at a duly held meeting for that purpose.
Pursuant to Proposal 2, our Board of Directors is requesting our
shareholders to approve a change to section (vi) of the Financing Policy, which
change the Board expects could increase our competitive advantage by reducing
costs to our borrowers. The Company's current Financing Policy can be found, in
its entirety, starting on page eight (8) of our Annual Report Form 10-KSB (the
"Annual Report"), which was filed with the Securities and Exchange Commission on
March 28, 2008. A copy of the Annual Report, as amended, has been provided to
you with your proxy materials.
Financing Policy - Proposed Change
The business of making loans to churches and other non-profit religious
organizations is highly competitive. We compete with a wide variety of investors
and other lenders, including banks, savings and loan associations, insurance
companies, pension funds and fraternal organizations which may have investment
objectives similar to our own. In order for us to continue to compete in this
highly competitive industry, we must find ways to reduce costs. One cost that we
believe is continuing to rise is the fee imposed on our borrowers by independent
accounting firms who provide financial statements that are, in turn, submitted
to us for review in connection with a loan application. Fees charged by these
firms can be cost prohibitive for a small growing church. We have determined if
we can control this cost by hiring a qualified accountant to be on either our or
our Advisor's staff, then we can control and reduce this cost to our borrowers.
As such, the Board has proposed a change to section (vi) of the Financing
Policy to, among other things, permit the Company or our Advisor to hire a
qualified accountant. The full text of proposed Financing Policy (vi) reads as
follows (strikethroughs indicate deletions to current section (vi) of the
Financing Policy, underscoring indicates additions):
"(vi) The borrower must furnish us with financial statements (balance sheet
and income and expense statement) for their its last three (3) complete fiscal
years and a current financial statements for the period within ninety days of
the loan closing date. On loans of $500,000 or
less, A borrower must have the last complete fiscal year financial statements
must be reviewed by an a certified public accountant (CPA) engaged by the
borrower and who is independent accounting firm of the borrower. On loans in
excess of $500,000 the Advisor may require that the last complete fiscal year
financial statements be audited by an a CPA engaged by the borrower and who is
independent auditor of the borrower.
In lieu of the above requirement, we or our Advisor may employ a qualified
accountant. The qualified accountant we employ would be required to be
independent of the borrower. Our employed qualified accountant would not be
independent of us. Compiled financial statements of the borrower are acceptable
from our employed qualified accountant. Along with the compiled financial
statements of the borrower, our employed qualified accountant would perform
partial and targeted review examination procedures for borrowers. On loans in
excess of $500,000 the Advisor may require partial and targeted audit
examination procedures for borrowers.
Borrowers in existence for less than three (3) fiscal years must provide
financial statements since their inception. No loan will be extended to a
borrower in operation less than two calendar years absent express approval by
our Board of Directors."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE AMENDMENT
TO THE COMPANY'S CHURCH LENDING GUIDELINES
AS SET FORTH IN PROPOSAL 2.
-18-
PROPOSAL 3
APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Board recommends that the shareholders ratify the Board's appointment
of Boulay, Heutmaker, Zibell & Co., P.L.L.P. as the Company's independent
registered public accounting firm for the year ending December 31, 2007.2008. Boulay,
Heutmaker, Zibell & Co., P.L.L.P. has served as our independent registered
public accounting firm since 1996.
No representative of Boulay, Heutmaker, Zibell & Co., P.L.L.P. is expected
to be present at the annual meeting.Annual Meeting.
SHAREHOLDER PROPOSALS FOR THE
20082009 ANNUAL MEETING OF
SHAREHOLDERS
Any shareholder who wishes to present a proposal for action at the next
annual meeting of shareholders and who wishes to have it set forth in the proxy
statement and identified in the form of proxy prepared by the Company must
notify us so that such notice is received by our Secretary by January 2, 2008.2009.
Any proposal must be in the form required under the rules and regulations
promulgated by the Securities and Exchange Commission. In addition, any
shareholder who intends to propose any matter that is not identified in the
notice of such meeting must comply with the our Bylaws, which require at least
twenty (20) days' written notice prior to the meeting stating with reasonable
particularity the substance of the proposal.
OTHER MATTERS
As of the date of this Proxy Statement, the Board knows of no other matters
that are intended to be brought before the annual meeting.Annual Meeting. If other matters, of
which the Board is not aware, are presented for action, it is the intention of
the proxies named in the enclosed form of proxy to vote on such matters in their
sole discretion.
By Order of the Board of Directors,
/s/ Philip J. Myers
-----------------------------------
Philip J. Myers
President and Secretary
May 10, 2007
16__, 2008
-19-
CORPORATE INFORMATION
DIRECTORS
Philip J. Myers, Chairman, President, Treasurer and Secretary
Kirbyjon H. Caldwell, Senior Pastor of Windsor Village United Methodist Church,
Houston, Texas
Robert O. Naegele, Jr., Governor and Chairman of Minnesota WildSports and Entertainment
Dennis J. Doyle, Majority Owner and Co-Founder of Welsh Company, Inc.,
Minneapolis
Michael G. Holmquist, Certified Public Accountant
OFFICERS AND MANAGEMENT OF ADVISOR
Philip J. Myers, President, Treasurer and Director
Scott J. Marquis, Vice President, Secretary
TRANSFER AGENT
Computershare Trust Company, Inc.
350 Indiana Street
Suite 800
Golden, CO 80401
303-262-0600
LEGAL COUNSEL
Winthrop & Weinstine, P.A.
Suite 3500
225 South Sixth Street
Minneapolis, MN 55402
INDEPENDENT ACCOUNTANT
Boulay, Heutmaker, Zibell & Co. P.L.L.P.
7500 Flying Cloud Drive, Suite 800
Minneapolis, MN 55344
COMMON STOCK INFORMATION
Our common stock is not traded on any established market. From time to time, we
have repurchased shares of common stock offered to us for sale. At April 30,
2007May 1, 2008
we had 1,0491,041 record holders of our common stock and an undetermined number of
additional beneficial owners.
2007 ANNUAL MEETING
Our annual meetingAnnual Meeting of Shareholders will be held at 10:00 a.m. on June 15, 200711, 2008
at our office, 10237 Yellow Circle Drive, Minnetonka, Minnesota 55343.
SHAREHOLDER CONTACT
Inquiries concerning ACMC or matters of shareholder interest may be directed to:
American Church Mortgage Company
10237 Yellow Circle Drive
Minnetonka, Minnesota 55343
(952) 945-9455 (x 124) Attention: Scott J. Marquis
AMERICAN CHURCH MORTGAGE COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROXY
The undersigned hereby appointappoints Philip J. Myers and Scott J. Marquis as
Proxies, each with the power to appoint his substitute, and hereby authorizeauthorizes
them to represent and to vote, as designated hereon, all the shares of common
stock of American Church Mortgage Company held of record by the undersigned on
May 4, 2007,1, 2008, at the annual meetingAnnual Meeting of shareholdersShareholders to be held on June 15, 2007,11, 2008,
or any adjournment thereof.
PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE [X]
1. ELECTION OF DIRECTORS
01 Philip J. Myers
02 Kirbyjon H. Caldwell
03 Robert O. Naegele, Jr.
04 Dennis J. Doyle
05 Michael G. Holmquist
[ ] VOTE FOR all nominees listed
[ ] VOTE WITHHELD for all nominees (to withhold authority to
vote for a nominee, write number(s) in the box provided)
--------------------------------------------------------------
| |
| |
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2. PROPOSAL TO RATIFY THE APPOINTMENTAMENDMENT OF BOULAY, HEUTMAKER, ZIBELL &
CO. PLLP as the independent registered public accounting firm of
the Corporation for the year ending December 31, 2007.SECTION (VI) OF OUR FINANCING POLICY, AS SUCH POLICY IS
DESCRIBED IN SECTION 3.20 OF OUR BYLAWS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(CONTINUED AND TO BE SIGNED ON THE REVERSE.)
(CONTINUED FROM THE OTHER SIDE)
3. PROPOSAL TO RATIFY THE APPOINTMENT OF BOULAY, HEUTMAKER, ZIBELL & CO.
PLLP as the Company's independent registered public accounting firm for
the year ending December 31, 2008.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will
be voted FOR Proposals 1, 2 and 2.3.
Please sign exactly as name appears below. When shares are held by joint
tenants, both must sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full titles as such. If a corporation or other
entity, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign by authorized person.
Date: , 20072008
-------------------------
--------------------------------___________________________________
SIGNATURE
--------------------------------___________________________________
TITLE (IF APPLICABLE)
___________________________________
SIGNATURE (IF HELD JOINTLY)
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
3788853v3