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Legacy Fund Trust Agreement

 

THE NATIONAL PIGEON ASSOCIATION LEGACY FUND TRUST AGREEMENT

This Declaration of Trust is made as of the 28th day of June, 2011, by the undersigned Trustees, who hereby declare and agree as follows:

WHEREAS, the National Pigeon Association (hereafter referred to as the NPA) desires to promote and perpetuate domesticated pigeon education and traditional family unity programs now and into the future;

WHEREAS, to ensure that financial support is available for these on-going activities with the goal of accumulating funds using various legal and ethically accepted practices and to place these funds in trust which will allow the assets to be maintained in accounts separate and distinct from the general financial accounts of the National Pigeon Association;

WHEREAS, all of the Trustees are committed to the above mentioned activities for the advancement and continuation of said goals;

NOW THEREFORE, WE HEREBY DECLARE THAT THIS DAY WE HAVE RECEIVED THE SUM OF $10.00 AND OTHER VALUABLE CONSIDERATION FROM THE NATIONAL PIGEON ASSOCIATION AND THAT THIS TRUST WILL HOLD AND MANAGE THE SAME AND ANY ADDITIONS TO IT IN TRUST AS FOLLOWS:

First: This Trust shall be known as "The National Pigeon Association Legacy Fund Trust Agreement".

Second: The 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.

Third: The trust shall continue forever unless the trustees terminate it by majority vote and distribute all of the principal and income, which action may be taken by the trustees for just cause. 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 code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. At the wishes of the trustees the NPA authorizes and empowers the trustees to form and organize a 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 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 this trust. Upon the creation and organization of such corporation, the 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 trustees shall determine, consistent with the provisions of this paragraph.

Fourth: This Declaration of Trust may be amended at any time or times by written instrument or instruments signed and sealed by a majority of the trustees, and acknowledged by them. An amendment of the provisions of this Article Fourth (or any amendment to it) shall be valid only if and to the extent that such amendment further restricts the trustees' amending power. All instruments amending this Declaration of Trust shall be noted upon or kept attached to the executed original of this Declaration of Trust held by the trustees.

Fifth: The original number of the members of this Trust is five (5) and shall always include the serving NPA President who shall serve for as long as his current term as President. At no time shall there be less than three (3) Trustees nor more than five (5) Trustees. From and after the initial appointment, the Chairman of this Trust shall be appointed by the National Pigeon Association President who at this time holds that position. Initially, the Legacy Fund Trust Chairman shall then have the authority to appoint all additional members to the committee. The Trustees will serve as "at large" representatives and not as representatives of a specific district or region.

From and after the initial appointment, the Trustees (including the Chairman) shall serve staggered terms. Each full term is for a period of four (4) years. There is a limit of two consecutive four year terms (a total of eight years) as to the number of terms that an individual can serve. After a break in service of at least one (1) year, an individual is eligible to serve again as a Trustee. The current election cycle of the NPA is every two years. Therefore, the initial appointment of trustees will include a two (2) year appointment for two trustees and a four (4) year appointment for two trustees. At the NPA election to be held in 2013, there will then be an election for two Trustees to fill a full four (4) year term each. The two trustees filling the two year appointment shall be deemed eligible to run for two additional four year terms, if they so choose. At the NPA election to be held in 2015, the two trustees with four (4) year appointments would be allowed to run for one additional four (4) year elected term. Therefore, every two years, there will be an election for two Trustees.

Should the National Pigeon Association election cycle change from the current two years term to a different multiple, then the Legacy Fund Chairman shall be authorized to adjust the remaining terms of the currently serving Trustees to coincide with that of the NPA's new election cycle and setting a new term limit as close to the previous limit as numerically possible.

None of the trustees shall be required to furnish any bond or surety. None of them shall be responsible or liable for the acts of omissions of any other trustees or of any predecessor or of a custodian, agent, depositary, or counsel selected with reasonable care.

The one or more trustees, whether original or successor, for the time being in office, shall have full authority to act even though one or more vacancies may exist. If circumstances cause an individual to be temporarily unable to serve their trustee duties, a trustee may, by appropriate written permission of the NPA President, delegate all or any part of his or her powers to the Chairman of the trustees for such periods and subject to such conditions as the Chairman may determine. This delegation is intended to be of a temporary nature and shall not extend beyond the term of the incumbent trustee.

The Trustees serving under this Declaration of Trust are not authorized to pay to themselves any salary but are authorized to receive reasonable reimbursement for expenses incurred, from Trust income, but only after approval by a majority vote of all Trustees.

Only a majority of all of the Trustees can act. The approved meeting settings shall include: in person, teleconference or by other electronic means.

Sixth: In extension and not in limitation of the common law and statutory powers of trustees and other powers granted in this Declaration of Trust, the trustees shall have the following discretionary powers:
a.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.
b.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.
c.To borrow money for such periods, at such rates of interest, and upon such terms as the trustees consider advisable, and as security for such loans to mortgage or pledge any real or personal property with or without power of 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.
d.To execute and deliver deeds, assignments, transfers, mortgages, pledges, leases, covenants, contracts, promissory notes, releases, and other instruments, sealed or unsealed, incident to any transaction in which they engage.
e.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 trustees, or otherwise, and in this connection to delegate authority to such committee, depositary, or trustees and to deposit securities with them or transfer securities to them; to pay assessments levied on securities or to exercise subscription rights in respect of securities.
f.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 expenses of the trustees or investment manager.

Seventh: The trustees' powers are exercisable solely in the fiduciary capacity consistent with and in furtherance of the stated purposes of this trust as specified in Article Fourteenth and not otherwise.

Eighth: In this Declaration of Trust and in any amendment to it, references to "trustees" mean the one or more trustees, whether original or successor, for the time being in office.

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 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 trustees need inquire concerning the validity of anything the trustees purport to do. No one dealing with the trustees need see to the application of anything paid or transferred to or upon the order of the trustees of the trust.
The trustees believe that it is important to set forth parameters for the operation of the trust and in the following paragraphs wish to set forth parameters and/or guidelines for future trustees to follow.
Tenth: All donations given or bequests made to the Legacy Fund Trust will allow for these contributors to receive perpetual recognition in an NPA publication. This recognition will be printed at approximately the same time each year. This form of recognition will list contributors, both living and deceased, as well as the date of their first contribution, on a Contributors Club Honor Roll (based upon a predetermined, yet cumulative, set of giving categories). The NPA Secretary/Treasurer or in unique, but rare situations, a Fund Trustee will deposit Legacy Fund donations, bequests or other monies earmarked for the Legacy Fund Trust into the proper Legacy Fund Trust account. The NPA Secretary/Treasurer will in a timely manner send an appropriate thank you. It shall be the job responsibility of the National Pigeon Association Secretary to keep accurate records of all donors, and their donations, make certain that the Honor Roll Contributor list is updated on a continuous, cumulative basis and provide the Legacy Fund Trustees information in a timely manner as they so request. The NPA Secretary/Treasurer in cooperation with the Legacy Fund Trustees will see to it that at approximately the same time, once each year, an accurate, current and perpetual list of donor information, by Donor Category, is published in the NPA Quarterly Review or similar publication.

The contribution categories are as follows:

GOLD BAND CLUB CONTRIBUTORS
(Giving of between $100.00 and $999.99)

PLATINUM BAND CLUB CONTRIBUTORS
(Giving of between $1000.00 and $9999.99)

PRESIDENT'S CLUB CONTRIBUTORS
(Giving of between $10,000.00 and $49,999.99)

VISION CLUB CONTRIBUTORS
(Giving of $50,000.00 or more)

These donor assets will be placed in trust or other legal structure and are to be professionally invested in a fiduciary capacity by the trustees or an independent professional financial trust company/financial advisor/commercial bank or brokerage institution (the Investment Manager). The fees paid to the Investment Manager will be established by agreement between the Legacy Fund Trustees and the Investment Manager. Generally, the fees paid will be commensurate with the prevailing fees for similar duties within the financial services industry. The Legacy Fund Trustees will select this Investment Manager and will monitor and oversee the management of these assets using a reasonably conservative investment policy.

Eleventh: The Investment Policy.

The goal of this investment policy will be to attempt to generate a reliable income stream each year, consistent with the earnings generated and that meets specific, predetermined annual project(s) and/or financial needs as set forth by the Board of Directors and/or the Executive Committee of the NPA. The Legacy Fund Trustees will review the investment policy at least once every three years, or more often as deemed necessary.

The principal and income of all property received and accepted by the trustees to be administered under this Declaration of Trust shall be held in trust by them, and the trustees may make payments or distributions from income only, with the exception as outlined in Article Fourteenth.

The Legacy Fund Trust assets will be safeguarded by maintaining those assets in a totally separate and distinct fund and/or account from that of any other NPA fund or account. Legacy Fund Trust monies are never to be co-mingled in any manner with NPA funds or accounts.

Checks written from the Trust's account will require the signatures of both the Legacy Fund Chairman and the NPA Treasurer.

A perpetual fund of cash, investments and other assets is to be established. This Trust is to exist and function for as long as the NPA itself, as described in the Third Provision. The Trust may consist of cash and bank deposit accounts, financial investments such as common stocks, bonds, real estate, on-going business concerns and other assets approved for ownership by the committee. Some investments may produce residual income, i.e. music recording royalties, insurance commission residuals, etc. The Investment Manager has the responsibility of managing all fund assets. If, however, certain assets are considered to be out of the normal course of investment management duties; that with permission of the Legacy Fund Trust, the Investment Manager may choose to outsource specific assets for management. The Legacy Fund Trust must determine if holding these special assets is financially worthwhile or if liquidating these assets is in the best, long term interests of the fund. The Legacy Fund Trustees have the final authority to approve or reject the acceptance and holding of all potential gifts.

The Investment Policy should initially be to safeguard our assets by erring on the side of being very conservative; with FDIC insured bank deposits being our first choice of investing. As trust balances grow, additional levels of risk should be considered as prudent ways to grow our investment portfolio. A hypothetical investment blend might include: 35% in interest bearing FDIC insured bank accounts, 35% in high quality; low risk bonds/bond mutual funds and 30% in high quality "blue chip" large cap common stocks/mutual funds.

Twelfth: The procedure for requesting investment income from the Trust is as outlined:
a.a. The NPA Board of Directors and the Executive Committee (after the directors have had an ongoing discussion throughout the year and in consultation with their district constituents); or
b.b. The NPA Executive Committee only, after receiving input from the general membership and the Board of Directors (The solicitation of funding ideas from membership, helps to avoid the perception that a small group of individuals always control how funds are utilized.) will then submit a request for funds.
c.c. One of the above mentioned groups would then submit a request in writing to the Legacy Fund Trustees, no later than October 31st of each year. The funds eligible for distribution shall not exceed income earned, less expenses, in the previous year. Should there be no written proposal requesting funds by October 31st or in the unlikely event that all investment income available in a given year is not requested or used, then the remaining investment income for that year will immediately be considered principal or will be held for distribution at a later date, decided by majority vote of the Legacy Fund Trustees.
d.d. The written request for funds would describe in some detail each project the Trust is being asked to support. A detailed budget for that project must also be included. This procedure will lend itself to good stewardship and governance by leading those requesting funds to be accountable for the project; how the dollars are to be spent and what the expected outcome might be. In this way, all Legacy funded projects are planned and implemented with a stated objective and outcome in mind. By October 15th of the following year, the project fund recipients must send the Legacy Fund Trustees a brief summary of the progress resulting from their Legacy Fund Trust expenditure.
e.e. The Legacy Fund Chairman must report to the NPA membership concerning the financial status of the Fund, the purpose(s) for which the Fund's income was used and if in the opinion of the committee the objective was achieved during the previous year. This report is to be submitted in early January of the following year, but no later than the annual NPA show and convention.

Thirteenth: Fund Raising for the Trust.

1. Our first objective will be to begin the process of accumulating funds to endow the Legacy Fund Trust, using various legal and ethical methods. The Trust may make available tax advantage and other financial vehicles to encourage people to give current gifts and/or provide for planned gifts via inheritance, beneficiaries and other forms of planned giving.

Our approach will never attempt to acquire funds in a coercive manner, sell an illegal or knowingly inferior product for profit, nor put undo pressure on anyone to give to this trust. We should put forth our very best efforts to encourage all prospective donors to contribute to the trust. Interested individuals are never required to give, but rather invited to participate at a time that is right for them. We need to make it clear as early in the process as possible and as often as possible, that every pigeon fancier in one way or the other, either directly or indirectly, will receive benefits from the existence of this trust.

2. Our fund raising efforts will be a continuous on-going process. The search for additional assets and their acceptance into the Trust will be on-going and will continue for the life of the trust. The trustees will select from among themselves or from others an individual that will lead the fundraising effort each year.

Fourteenth: Designated vs. Undesignated Gifts. Our primary purpose for the Legacy Fund Trust is to grow the National Pigeon Association, promote domesticated pigeon education, awareness and traditional family unity programs, now and into the future. Some projects may need immediate funding while others will be deferred until a later date. Therefore, we will be open to donor's requests as to the intended use of their donation. Some individuals will want their funds to be used immediately in support of current projects (designated funds), while others will have no preference (undesignated funds). The Legacy Fund Trustees will make every effort to use the designated funds for the intended purpose of the donor, although acceptance and use of designated funds will be determined by majority vote of the Trustees. For those donors not expressing a preference, their contribution will be considered an undesignated donation and will be treated as such by the Legacy Fund Trustees.

Fifteenth: Dissolution of the Legacy Fund Trust. If, the dissolution of the NPA as an organization were to occur, the Legacy Fund Trustees are authorized to continue the operation of the Legacy Fund Trust for a period of time to be determined by a majority of the Legacy Fund Trustees. Should the NPA cease to exist for example, there may be circumstances where the Legacy Fund Trust would continue their activities for a period of time. Upon completion of these activities, the Legacy Fund Trust should direct the Investment Manager to convert all assets to cash to prepare for a final accounting and distribution of proceeds. This will be done as per IRS regulations and other applicable law. At no time will any NPA officer, NPA member, Legacy Fund Trustees or any of their family members benefit financially from the dissolution of the Legacy Fund Trust. The remaining funds are to be donated to a nationally recognized non-profit charity to be chosen by a majority of the Legacy Fund Trustees.

Sixteenth: This Declaration of Trust is to be governed in all respects by the laws of the State of South Dakota.

TRUSTEES: ADDRESS:
1. Sign: _________________________ __________________________
Print: _________________________ ___________________________
Initial appointment expiring ____________________________
2. Sign: _________________________ __________________________
Print: _________________________ ___________________________
Initial appointment expiring ____________________________
3. Sign: _________________________ __________________________
Print: _________________________ ___________________________
Initial appointment expiring ____________________________
4. Sign: _________________________ __________________________
Print: _________________________ ___________________________
Initial appointment expiring ____________________________
5. Sign: _________________________ __________________________
National Pigeon Association President __________________________

 

 

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