The American Morgan Horse Educational Charitable Trust
Declaration of Trust made as of the fifth day of September 2002, as amended from time to time by the Board of Trustees of The American Morgan Horse Educational Charitable Trust, and the Board of Directors of The American Morgan Horse Association. Inc. (“the Corporation”), a New York non-profit corporation who hereby declare and agree that they have received from The American Morgan Horse Association, Inc., as Donor, the sum of $500.00 and that they will hold and manage the same, and any additions to it, in trust, as follows:
First: The trust shall be called “The American Morgan Horse Educational Charitable Trust.”
Second: A. The Board of Trustees will consist of the president of the Board of Directors of the Corporation or that president’s designee, who shall serve as President of the Board of Trustees, and no fewer than four (4) nor more than eight (8) additional members of the Corporation, elected by the Board of Directors of the Corporation, each elected to a three-year term. Any or all Trustees may be, but need not be, members of the Board of Directors of the Corporation at the time of election. Trustees may serve successive terms without limitation.
B. The Board of Trustees will annually confirm its President, whose responsibilities will be to conduct meetings of the Board of Trustees and to act on behalf of the Board as it directs, and elect a Treasurer, whose responsibilities will be to oversee the financial affairs of the Trust and to perform such other duties as directed by the Board or the President.
Third: A. The Board of Trustees may receive and accept property, whether real, personal, or mixed, by way of gift, bequest, or devise, from any person, firm, trust, or corporation, to be held, administered, and disposed of in accordance with and pursuant to the provisions of this Declaration of Trust, but no gift, bequest or devise of any such property shall be received and accepted if it is conditioned or limited in such manner as to require the disposition of the income or its principal to any person or organization other than a “charitable organization” or for other than “charitable purposes” within the meaning of such terms as defined in Article Fourth of the Declaration of Trust, or as shall in the opinion of the Board of Trustees, jeopardize the federal income tax exemption of this trust pursuant to section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal Code.
B. The Board of Trustees will meet quarterly during each calendar year unless a majority vote representing three-fourths of the full Board of Trustees suspends such quarterly meetings. The Board of Trustees will use reasonable efforts to coordinate its meeting schedule so that the date and location of meetings coincide with those of meetings of the AMHA Board of Directors.
Fourth: A. The principal and income of all property received and accepted by the Board of Trustees to be administered under this Declaration of Trust shall be held in trust by them, and the Board of Trustees may make such payments or distributions from income or principal, or both, in such amounts and for such charitable purposes, within the meaning of that term as defined in paragraph D, of the trust as the Board of Trustees shall from time to time select and determine:
- to or for the use of charitable organizations, within the meaning of that term as defined in paragraph C;
- to organizations entitled to exemption from federal income tax under Sections 501(c)(4), (5) or (6) of the Internal Revenue Code, or a corresponding section of any future federal tax code; and
- directly, without making such payments or distributions to organizations described in (1) or (2) above.
B. The trust shall continue forever unless the Board of Trustees terminate it and distribute all of the principal and income, which action may be taken by the Board of Trustees in their discretion at any time. On such termination, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax codes, or shall be distributed to the federal government, or to a state or local government, for public purposes. The Donor authorizes and empowers the Board of Trustees to form and organize a nonprofit corporation limited to the uses and purposes provided for in this Declaration of Trust, such corporation to be organized under the laws of any state or under the laws of the United States as may be determined by the Board of Trustees; such corporation when organized to have power to administer and control the affairs and property and to carry out the uses, objects, and purposes of the trust. Upon the creation and organization of such corporation, the Board of Trustees are authorized and empowered to convey, transfer, and deliver to such corporation all the property and assets to which this trust may be or become entitled. The charter, bylaws, and other provisions for the organization and management of such corporation and its affairs and property shall be such as the Board of Trustees shall determine, consistent with the provisions of this paragraph.
C. In this Declaration of Trust and in any amendments to it, references to “charitable organizations” or “charitable organization” mean corporations, trusts, funds, foundations, or community chests created or organized in the United States or in any of its possessions, whether under the laws of the United States, any state or territory, the District of Columbia, or an possession of the United States, organized and operated exclusively for charitable purposes, no part of the net earnings of which inures or is payable to or for the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation, and which do not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. It is intended that the organization described in this paragraph shall be entitled, to exemption from federal income tax under section 501 c 3 of the Internal Revenue Code or the corresponding section of any future federal tax code.
D. In this Declaration of Trust, the term “charitable purposes” shall be limited to and shall include only religious, charitable, scientific, literary or educational purposes within the meaning of those terms as used in Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, but only such purposes as also constitute public charitable purposes under the law of trusts of the State of New York, and shall include the purpose of carrying on activities for such charitable purposes undertaken by organizations entitled to exemption from federal income tax under Sections 501(c)(4). (5) or (6) of the Internal Revenue Code, or a corresponding section of any future federal tax code.
Fifth: The Declaration of Trust may be amended at any time or times by written instrument or instruments signed and sealed by the Board of Trustees after being approved by a three-fourths majority of the sitting Board of Trustees and ratified by a vote of the Board of Directors of the Corporation, provided that no amendment shall authorize the Board of Trustees to conduct the affairs of this trust in any manner or for any purpose contrary to the provisions of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. An amendment of the provisions of this Article Fifth (or any amendment to it) shall be valid only if and to the extent that such amendment further restricts the Board of Trustees’ amending power. All instruments amending the Declaration of Trust shall be noted upon or kept attached to the executed original of this Declaration of Trust held by the Board of Trustees.
Sixth: Any trustee under this Declaration of Trust may, by written instrument, signed and acknowledged, resign his office. Any vacancy shall be filled through appointment by the Board of Directors of the Corporation for the completion of the term of the resigned Trustee.
Seventh: In extension and not in limitation of the common law and statutory powers of Board of Trustees and other powers granted in this Declaration of Trust, the Board of Trustees shall have the following discretionary powers:
- To invest and reinvest the principal and income of the trust in such property, real, personal, or mixed, and in such manner as they shall deem proper, and from time to time to change investments as they shall deem advisable; to invest in or retain any stocks, shares, bonds, notes, obligations, or personal or real property (including without limitation any interests in or obligations of any corporation, association, business trust, investment trust, common trust fund, or investment company) although some or all of the property so acquired or retained is of a kind or size which but for this express authority would not be considered proper and although all of the trust funds are invested in the securities of one company. No principal or income, however, shall be loaned, directly or indirectly, to any trustee or to anyone else, corporate or otherwise, who has at any time made a contribution to this trust, nor to anyone except on the basis of an adequate interest charge and with adequate security.
- To sell, lease, or exchange any personal, mixed, or real property, at public auction or by private contract, for such consideration and on such terms as to credit or otherwise, and to make such contracts and enter into such undertakings relating to the trust property, as they consider advisable, whether or not such leases or contracts may extend beyond the duration of the trust.
- To borrow money for such periods, at such rates of interest, and upon such terms as the Board of Trustees consider advisable, and as security for such loans to mortgage or pledge any real or personal property with or without power to sale, to acquire or hold any real or personal property, subject to any mortgage or pledge on or of property acquired or held by this trust.
- To execute and deliver deeds, assignments, transfers, mortgages, pledges, leases, covenants, contracts, promissory notes, releases, and other instruments, scaled or unsealed, incident to any transaction in which they engage.
- To vote, to give proxies, to participate in the reorganization, merger or consolidation of any concern, or in the sale, lease, disposition, or distribution of its assets; to join with other security holders in acting through a committee, depositary, voting trustee, or otherwise, and in this connection to delegate authority to such committee, depositary, or Board of Trustees and to deposit securities with them or transfer securities to them; to pay assessments levied on securities or to exercise subscription tights in respect of securities.
- To employ a bank or trust company as custodian of any funds or securities and to delegate to it such powers as they deem appropriate; to hold trust property without indication of fiduciary capacity but only in the name of a registered nominee, provided the trust property is at all times identified as such on the books of the trust; to keep any or all of the trust property or funds in any place or places in the United States of America; to employ clerks, accountants, investment counsel, investment agents, and any special services, and to pay the reasonable compensation and expenses of all such services in addition to the compensation, if any, of the Board of Trustees.
Eighth: The Board of Trustees' powers are exercisable solely in the fiduciary capacity consistent with and in furtherance of the charitable purposes of this trust as specified in Article Third and not otherwise.
Ninth: Any person may rely on a copy, certified by a notary public, of the executed original of this Declaration of Trust held by the Board of Trustees, and of any of the notations on it and writings attached to it, as fully as he might rely on the original documents themselves. Any such person may rely fully on any statements of fact certified by anyone who appears from such original documents or from such certified copy to be a trustee under this Declaration of Trust. No one dealing with the Board of Trustees need inquire concerning the validity of anything the trustees purport to do.
No one dealing with the Board of Trustees need see to the application of anything paid or transferred to or upon the order of the Board of Trustees of the trust.
Tenth: This Declaration of Trust is to be governed in all respects by the laws of the State of New York.
Voted and ratified on May 31, 2017 by three-fourths of the Board of Trustees, which consists in its entirety of the signatories below, all of whom sign this as a sealed document:
Name: Jeff Gove Signature:
Name: Sherry Cole Signature:
Name: Sara Foy Signature:
Name: Sally Plumley Signature:
Name: Mike Goebig Signature:
Name: Georgie Green Signature:
Name: Carol Fletcher Signature:
Name: Diana Swanson Signature:
Name: Tony Lee Signature: