Finegold's Declaration of Trust ~ January 5, 1980
This Declaration of Trust is made on January 5, 1980, by and between Ethel B. Hickman, hereinafter called the Trustor, and Robert L. Dewitt, Mary T. Johnson, Brian Just, Bruce Francis Kennedy, Moina Gayle McMath, Ron Supat, and Jennifer Thomas, hereinafter called the Trustees, to establish a trust for the purposes and under the terms and conditions herein stated.
1. Name. The name of this Trust shall be The Finegold Trust.
2. Trust Fund. The Trust Property, hereinafter sometimes called the Trust Fund, shall consist of the real property situated in Madera County, California, commonly known as “Finegold Ranch”, 49020 Road 210, Friant, Ca 93626, and further described in the Schedule of Property attached hereto and marked Exhibit A., together with all the appurtenances, buildings, improvements, and attached equipment presently thereon, and all of the personal property described in Exhibit B attached hereto, and such other real or personal property acceptable to the Trustees which may hereafter be transferred to the Trust by the Trustor or by any other person, association, corporation, or other entity, all of which property shall be held in trust by the Trustees and managed, administered, and disposed of as herein provided. The Trustor hereby agrees to execute all assignments, conveyances, or other documents necessary to transfer title to the property described to the Trustees.
3. Purposes. This Trust is created to devote and apply the Trust Fund exclusively for charitable, scientific, and educational purposes, and the property, assets, profits, and net income of this Trust are irrevocably dedicated to advance the cause of education by providing schools to enhance the humane dimensions of life, to improve the quality of teaching and learning, of health and rehabilitation; and by fostering endeavors related to education, the arts, crafts, environmental and agricultural concerns, and community socio-economic development.
4 Limitations and Restrictions. Notwithstanding any other provision contained in this Declaration of Trust, the Trust shall be subject to each and all of the following limitations and restrictions:
(a) Political Activities. No substantial part of the activities of this Trust shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, and the Trust shall not participate in, or intervene in, any campaign on behalf of any candidate for public office. Notwithstanding any other provision contained in this Declaration of Trust, the Trust shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal and State income taxes under Section 501(c)(3) of the Internal Revenue Code of 1954 and section 23701d of the California Revenue and Taxation Code, as the same may be amended from time to time.
(b) No Private Benefit; Nonprofit Purposes. The Trust is created solely for charitable, scientific, and educational purposes. The Trust is not created , nor shall it be operated for the primary purpose of generating pecuniary gain or profit, and it will not distribute any gains, net earnings, or income to any individual, except that the Trustees shall authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its charitable, scientific, and educational purposes. The property, assets, net earnings, and net income of the Trust are irrevocably dedicated to charitable, scientific, and educational purposes and no part of the net earnings of this Trust shall inure to the benefit of private interests such as the Trustor or her family, the Trustees, or the contributors to this Trust, or to any person or persons controlled, directly or indirectly, by such private interests, or to the benefit of any individual.
(c) Distribution of Income; Prohibited Transaction. During any period in which the Trust may be deemed a “private foundation” within the meaning of section 509 of the Internal Revenue Code of 1954, the Trust shall distribute its income for each taxable year at such time and in such a manner as not to subject it to tax under section 4942 of the Internal Revenue Code; shall not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code; shall not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code; shall not make any investments in such a manner as to subject it to tax under section 4944 of the Internal Revenue Code; and shall not make any taxable expenditure as defined in section 4945(d) of the Internal Revenue Code.
5. Powers and Duties of Trustees.
(a) Except as otherwise provided herein or by law, the Trustees shall have all the powers and authority or convenient to carry out the purposes of this Trust as set forth in Paragraph 3 hereof, subject to the limitations and restrictions imposed by Paragraph 4, and without limiting the generality of such powers, the Trustees are empowered and authorized.
(i) Distributions. To distribute the Trust Fund, either as to principal or income, or both, for the purposes stated in Paragraph 3 hereof as they may in their judgment deem most conducive to the public welfare.
(ii) Receive Gifts. To take property and funds by will, gift, or otherwise, and with or without specification of any charitable or eleemosynary purpose and with or without restriction on the uses and purposes of such property or funds, provided, however, that if no charitable or eleemosynary purpose is specified, the property or funds so received shall, nevertheless, be held on the trust that they shall be used for the charitable or eleemosynary purposes described in Paragraph 3 hereof and that any restricted use or purpose declared be within the purpose stated in said Paragraph 3, and provided further, that no bequest, devise, gift, or transfer of property or funds to this Trust for a purpose stated in Paragraph 3 shall be invalid because of indefiniteness or uncertainty exists, it shall be resolved by the Trustees in the manner which, in their judgment, is most consonant with the purpose of the donor and most conducive to the public welfare.
(iii) Collect Income. To receive the income, profits, rents, and proceeds of the Trust Property, and collect and receipt for the same.
(iv) Accumulate Income. Subject to the requirement of annual distributions of income under Subparagraph (d) of Paragraph 4 hereof, to accumulate income and allow it to become part of the principal from time to time, provided, however, that they shall not accumulate income for a period of longer than five (5) years.
(v) Hold Property. To hold property received by the Trust by virtue of this Declaration or subsequently if, and as long as, in the exercise of good faith and of reasonable prudence, discretion, and intelligence, they may consider that retention is in the best interest if the Trust.
(vi) Sales and Investments. Subject to the limitation that they exercise the judgment and care, under the circumstances prevailing, which persons of prudence, discretion, and intelligence exercise in the management of their own affairs, not in regard to speculation, but in regard to the permanent disposition of their funds, considering the probable income, as well as the probable safety of their capital, to sell, convert, exchange, or dispose of any stocks, bonds, securities, or other real or personal property in the Trust Fund, and to invest and reinvest the income or funds thereby obtained, or the income from time to time accumulated, in any and every kind of property, real, personal, or mixed, and every kind of investment, specifically including, but not by way of limitation, corporate obligations of every kind, and stocks, preferred or common, which persons of prudence, discretion, and intelligence acquire for their own account, provided, however, that such action does not offend against any of the restrictions relating to prohibited transactions, accumulations, and investment, imposed by Subparagraph (d) of Paragraph 4 hereof.
(vii) Borrow Money and Issue Notes. To borrow money for any purposes of the Trust, including its administration, either on or without security, and to issue promissory notes or other evidences of indebtedness and pledges, mortgages, or other instruments of hypothecation, and to lend money on such terms and conditions, for such interest, and on such security as they may deem to be for the best interests of the Trust, provided, however, that such loans shall not violate the restrictions imposed by Subparagraph (d) of Paragraph 4 hereof.
(viii) Employment. To appoint and employ such officers, agents, and employees as they may from time to time deem necessary or convenient to conduct and administer the affairs of the Trust, and to fix their compensation and pay said compensation from the Trust Fund, provided, however, that such compensation shall not violate the restrictions imposed by Subparagraph (d) of Paragraph 4 hereof.
(ix) Voting Shares Held by Trust. To vote in person or by proxy all shares and other securities held by the Trust subject to the Articles of Incorporation and Bylaws of the corporation which issued them.
(x) Deposits. To deposit the moneys and securities of the Trust Fund in such banks and safe deposits and trust companies as they may from time to time select.
(xi) Liabilities. Subject to the restrictions imposed by Subparagraph (d) of Paragraph 4 hereof, to incur any expense or liability on behalf of the Trust which they may consider necessary and proper to the effective administration of the Trust, including, without limitation, reasonable attorney's fees, accountant's fees, investment counsel fees, and the like.
(xii) Business. Subject to the provisions of Subparagraph (c) of Paragraph 4 hereof, to transact Trust business within or without the State of California.
(xiii) Execute and Deliver Instruments. To make, execute, and deliver all instruments which may be necessary or proper for the accomplishment of the purposes of this Trust or of any of the foregoing powers, including, without limitation, deeds, bills of sale, transfers, leases, mortgages, deeds of trust, assignments, conveyances, contracts, purchase agreements, waivers, releases, and settlements.
(xiv) General Powers Limitation. To exercise all other rights and powers conferred upon Trustees under the law of the State of California, provided, however, that the Trustees shall not engage in any activities or exercise any powers, including those specifically mentioned herein, that are not in furtherance of the charitable, scientific, and educational purposes of the Trust.
(b) Powers Exclusively Charitable. All of the foregoing powers shall be exercised exclusively by the Trustees for charitable, scientific, and educational purposes in such a manner that the Trust shall qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code of 1954 and section 23701d of the California Revenue and Taxation Code, as they are currently and shall hereafter be in force and effect.
(c) The Trustees shall:
(i) Manage Property. Use ordinary care and diligence in the execution of this Trust, and manage the Trust Property in the same manner which persons of prudence, discretion, and intelligence exercise in the management of their own affairs, not in regard to speculation, but in regard to the permanent disposition thereof, considering the probable income, as well as the probable safety of the capital.
(ii) Good Faith. Act in the highest good faith in the execution of this Trust.
(iii) Apply Funds to Tax-Exempt Purposes. Apply the Trust Fund at such time or times, on such manner, and in such amounts as they may determine, or as may be required by restricted contributions, to the tax-exempt purposes set forth in Paragraph 3 hereof and not otherwise.
(iv) Keep Minutes and Address Book. Keep, or cause to be kept, minutes of their meetings and a record of all questions voted on and the vote thereon, as well as a book setting forth the names, addresses, and telephone numbers of all Trustees, and in the case of the discharge or removal of a Trustee, the date thereof and the manner in which such removal or discharge was effected.
(v) Keep Accounts. Keep, or cause to be kept, adequate and correct accounts of all properties and business transactions of the Trust, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
(vi) Make Records Available to Assessors. On request of an assessor, make available at a place mutually acceptable to them and the assessor a true copy of all business records relevant to the amount, cost, and value of the Trust Property subject to local assessment.
(vii) Tax Exemptions. Prepare and file, or cause to be prepared and files, all proper applications for exemptions from federal, State, and county and city taxes, and other papers and documents required to be submitted therewith.
(viii) Tax Returns and Tax Reports. Prepare and file, or cause to be prepared and filed, all tax returns and tax reports now required, or which may hereafter be required, by any taxing authority, and to make such reports available to the public when required by law.
(ix) Pay Taxes and Assessments. Pay all federal, State, and local taxes, or other assessments, debts, claims, or charges, which may exist against the Trust and are due and owing.
(x) Attorney General. Prepare and file, or cause to be prepared and filed, with the Office of the California Attorney General, such registration, reports, and accountings as are now, or which may hereafter be, required by law.
(xi) Legal Actions. Prosecute actions by and on behalf of the Trust and defend any actions against it, and, in connection therewith, to compromise, settle, or arbitrate claims or demands made by or against the Trust.
(xii) Carry Out Trust. Fulfill the purposes of the Trust as declared herein.
(xiii) Audit Books. Have the books and records of the Trust periodically audited, but not less often than annually, and carefully review the audit report.
(d) The Trustees shall not:
(i) Personal Interest. Use or deal with the Trust Property for their own profit, or for any other purpose unconnected with the Trust, in any manner.
(ii) Transactions. Nor shall any of their agents take part in any transaction concerning the Trust in which they, or anyone for whom they act as agent, have an interest, present or contingent, adverse to this Trust or its purposes.
(iii) Mingle Property. Willfully and unnecessarily mingle the Trust Property with their own so as to constitute themselves in appearance the absolute owners thereof.
6. Meetings. The Board of Trustees shall meet each year on the first Saturday following Thanksgiving at a time and place designated by resolution of the Board of Trustees. Other meetings shall be called and held at such times and places as shall be specified by the Chairman of the Board of Trustees or by any two (2) Trustees. The Trustee or Trustees calling the meeting shall give notice to the other Trustees by mail or telegram sent to each Trustee at his or her address as it appears on the books of the Trust at least ten (10) days prior to the date thereof, provided, however, that the transactions of any meeting of the Board, however called and noticed or whenever held, are as valid as though the meeting had been duly held after proper call and notice if, either before or after the meeting, each of the Trustees not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the Trust records or made part of the minutes of the meeting.
7. Quorum and Board Action. The presence of a majority of the current number of Trustees at a meeting shall constitute a quorum for the transaction of business. The Trustees shall act by a vote of the majority of their number as any given time, and every act or decision done or made by a majority of the Trustees shall be deemed to be the act of the Board of Trustees. All actions of the Board shall be taken either by resolution at a meeting or by written record without a meeting. In the absence of a resolution or written record as herein provided, no Trustee, officer, agent, or employee shall have power or authority to bind the Trust Property or the Trustees hereof by any contract or engagement or to pledge its or their credit or to render it to them pecuniarily liable for any purpose or in any amount. A copy of any resolution or written record of Board action, certified by any one of the Trustees or by the Secretary of the Trust, may be relied on by any person dealing with this Trust, and no person shall be required to see to the application of any money, securities, or other property paid or delivered to the Trustees, or to inquire into any action, decision, or authority of the Trustees.
8. Execution of Instruments. Instruments authorized to be executed by resolution or written record as provided in Paragraph 7 shall be executed by the Chairman of the Board and Secretary, or by any two (2) Trustees, provided, however, that the Board may, by resolution, authorize any Trustee, officer, or agent of the Trust to enter into any contract or execute and deliver any instrument on the name of and on behalf of the Trust, and such authority may be general or confined to specific instances, and any such contract or instrument so entered into or executed shall be binding on the Trust.
9 Voting. Each Trustee is entitled to one vote on each matter voted on, and may be done in person at any meeting, by mail, or in such other manner as the Board may from time to time by resolution designate.
10. Qualifications and Terms of Trustees. Each Trustee shall be twenty-one (21) years of age or older; shall not privately hold a legal or equitable interest in any land adjacent to Trust Property; and shall not be a “member of the family” (as defined in section 4946(d) of the Internal Revenue Code, as the same may be amended from time to time) of the Trustor. Each Trustee herein named shall serve until his or her death, discharge, or removal as herein provided.
11. Vacancies. The office of a Trustee is vacated on his or her discharge or removal, his or her death, appointment of a conservator or guardian of his or her person or estate, or the filing by him or her of a petition for adjudication of bankruptcy or for approval of an arrangement, composition, or other extension under the National Bankruptcy Act, or by the approval for a petition filed against him or her for any of said purposes, or by his or her failure to meet the qualifications stated in Paragraph 10 hereof.
12. Grounds for Discharge or Removal. A Trustee shall be discharged from this Trust by his or her written resignation delivered to and accepted by the remaining Trustees without leave of court, on completion of his or her duties under the Trust, on termination of the Trust for whatever reason, by the judgment of a competent tribunal in direct proceeding for that purpose, and the Superior Court may remove any Trustee who has violated, or is unfit to execute, the Trust, on petition therefor by the Attorney General or by any person interested in the Trust, including a Trustee, or the court may accept the resignation of a Trustee.
13. Removal Without Cause; Absences. Any Trustee may be removed at any time by the unanimous vote of the other Trustees at a meeting of the Trustees, the notice of which shall have specified the proposed removal. Any Trustee who misses three (3) consecutive meetings of the Trustees without a written explanation satisfactory to the Trustees may be removed by the affirmative vote of the majority of the Trustees present at a a meeting of the Trustees, the notice of which shall have specified the proposed removal.
14. Filling Vacancies. Vacancies in the Board of Trustees shall be filled by the unanimous vote of the remaining Trustees or Trustee by a written instrument signed and acknowledged by them or him or her, or, if there are no remaining Trustees or if the Trustees are deadlocked over the appointment of a Trustee or over the administration of the Trust Fund, by the Superior court of the State of California for the proper county on application therefor by the Attorney General of California or by any person interested in the Trust, including a Trustee, in a proceeding to which the Attorney General shall be made a party.
15. Compensation. The Trustees shall serve without compensation except that they shall be allowed and paid from the Trust Fund their reasonable and necessary expenses incurred in carrying out the terms of the Trust.
16. Nonliability of Trustees. The Trustees shall not be personally liable for the debts, liabilities, or obligations of this Trust, nor shall they be liable to the Trust for any loss arising out of property held by them in the Trust or out of investments made by them in the exercise of their judgment and discretion and in accordance with the provisions of this Declaration.
17. Bonds. No Trustee shall be required to furnish any bond or surety for the faithful performance of his or her duties under this Trust. Officers handling funds for the Trust may be bonded in such amounts as are determined by the Board of Trustees at the expense of the Trust.
(a) The Trust shall have a Chairperson of the Board of Trustees, a Secretary, a Treasurer, and such other officers, agents, and employees as the Board from time to time deems necessary or convenient to administer and carry out the terms of the Trust.
(b) The Chairperson, Secretary, and Treasurer shall be selected by the Trustees from among their members, shall serve as such for one (1) year, and shall be eligible for reelection without limitation on the number of terms they may serve as such.
(c) The other officers, agents, and employees shall be employed and their compensation fixed as may be determined from time to time by resolution of the Board of Trustees.
19. Expenses. Subject to the restrictions on payment of compensation to certain persons imposed by Section 4941 of the Internal Revenue Code of 1954, as incorporated herein by Subparagraph (d) of Paragraph 4 hereof, the compensation of officers, agents, and employees, and all other necessary expenses incident to the administration of this Trust, including the expenses of the Trustees as provided in Paragraph 15 hereof, shall be paid or provision for payment made each year out of the income of the Trust Property, or out of the principal if necessary, before any distribution shall be made for that year.
20. Incorporation. The Trustees may incorporate whenever a majority of them by resolution or written record deem it to be in the best interests of the Trust to do so.
21. Termination of Trust. This Trust shall terminate on incorporation, on exhaustion of the Trust Fund, by the judgment of a Superior Court for the State of California on petition therefor by the Attorney General or by any interested person including a Trustee, in a proceeding to which the Attorney General is a party, whichever occurs first, and not otherwise, and in no event shall the Trust fail for want of a Trustee, but in such event the Superior Court shall appoint the necessary Trustees and direct execution of the Trust on petition therefor by the Attorney General or by any person interested in the Trust, including a Trustee, in a proceeding to which the Attorney General is a party.
22. Distribution of Assets. On termination of this Trust for any reason, the principal and income then undistributed, if any, after all debts and liabilities of the Trust shall have been paid or provision for payment made, shall be used exclusively to accomplish the primary purposes for which this Trust is created and shall be distributed to an organization organized and operated exclusively for charitable, scientific, or educational purposes, and which has established its tax-exempt status under Section 501 (c)(3) of the Internal revenue Code, as the Trustees hereof shall determine. Any such principal or income not so distributed shall be distributed by the Superior Court of the State of California for the proper county on application thereof by the Attorney General is a party.
23. Insurance and Indemnification. The Board of Trustees shall have the power to purchase and maintain insurance, at the expense of the Trust, to insure the assets of the Trust against damage or loss, and any Trustee, officer, employee, or agent of the Trust against liability with respect to third persons. The Board or Trustees shall have power to indemnify any Trustee, officer, employee, or agent of the Trust, out of Trust Property, against all expenses actually and reasonably incurred by him or her in, and against any and all liability arising out of, the performance of his or her duties under the Trust, if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interest of the Trust and not unlawful.
24. Policy of Nondiscrimination. The Board of Trustees shall manage, administer, dispose of the Trust property as herein provided in such a manner that no person shall be discriminated against on the basis of race. Color, creed, handicap, national origin, sex, age, sexual orientation, political affiliation, or religious beliefs.
25. Conduct of Meetings. The conduct of all meetings of the Board of Trustees shall be according to Robert's Rules of Order to the extent that said Rules of Order are consistent with the laws of the State of California and said Rules of Order shall be the final authority, unless otherwise provided in accordance with this Declaration of Trust.
26. Irrevocability. This Trust is irrevocable, provided, however, that it may be terminated as provided in Paragraph 21 hereof.
27. Governing Law. This Declaration of Trust is executed and delivered in the State of California, the situs of the Trust shall be in said State, and the provisions of this Declaration shall be construed, and this Trust governed and administered in accordance with the laws of said State.
28. Acceptance. The Trustees hereby accept the Trust created by this agreement, acknowledge receipt of the property described in the Schedules of Property attached hereto as Exhibits A and B, and agree to act as Trustees, and to hold, manage, administer, and distribute the Trust Property in accordance with the terms thereof.
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