Endowment and Development Fund TRUST AGREEMENT made November 13, 1973, by and between INTERNATIONAL BROTHERHOOD OF MAGICIANS, a corporation not for profit organized under the laws of the State of Ohio, hereinafter referred to as the Donor, and Reeder C. Hutchinson, 102 Washington, Defiance, Ohio 43512; William Gledhill, 4490 Portland Way South, Gallion, Ohio 44833; and D.J. Sansotta, 311 Penn Avenue, Marion, Ohio 43302, hereinafter referred to as the Trustees.
1. PURPOSE OF THE TRUST FUND. This trust is created and shall be operated exclusively for charitable, scientific, literary, or education purposes, or for the prevention of cruelty to children or animals, within the United States or any of its possessions. No part of the trust fund shall inure to the benefit of any private shareholder or individual, and no part of the activities of this trust shall consist of carrying on propaganda, or otherwise attempting, to influence legislation, or of participating in, or intervening in (including the publication or distribution of statements), and political campaign on behalf of any candidate for public office. Notwithstanding any other provision hereof, this trust shall not conduct or carry on any activities not permitted to be conducted or carried on by any organization which is tax exempt or by an organization donations to which are deductible from taxable income to the extent allowed by the provisions of the Internal Revenue Code and other applicable legislation and regulations as they now exist or may hereafter be amended.
2. NAME OF TRUST. The name of this trust shall be the ENDOWMENT AND DEVELOPMENT FUND OF THE INTERNATIONAL BROTHERHOOD OF MAGICIANS, and so far as practicable the Trustees shall conduct the activities of the trust in that name.
3. ENDOWMENT FUND. The Trustees may receive donations from the donor or from any other source in cash or in other property acceptable to them. All donations so received together with the income therefrom, herein referred to as the foundation, shall be held, managed, administered, and paid out by the Trustees pursuant to the terms of this agreement. The Trustees my accept donations which restrict their uses and purposes, provided such restrictions are within the uses and purposes set forth in paragraph 1, and which limit the time, manner, amount of other terms of distribution; but, unless otherwise specifically required, the Trustees may mingle such restrict donation with other assets of the trust fund.
4. USE OF ENDOWMENT FUND. The Trustees shall apply the ENDOWMENT FUND, at such time or times, in such manner, and in such amounts as they may determine, or as may be required by restricted donation, to the uses and purposes set forth ink paragraph 1, or they may make contributions to other charitable organizations to be used within the United States or any of its possessions. For this purpose, the term "charitable organizations" shall mean a corporation, trust, or community chest, fund, or foundation, created or organized in the United States or in any possession thereof, or under the law of the United States, any state, the District of Columbus, or any possession of the United States, organized and operated exclusively for religious, charitable, scientific, literary , or educational purposes, or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit or 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 does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. Any other provisions of this agreement notwithstanding, the Trustees shall distribute the trust income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
5. ACTION OF TRUSTEES. The Trustees shall act by a vote of a majority of their number at any given time. Any instrument required to be executed by this trust shall be valid if executed in the name of this trust by such a majority of the Trustees. All actions of the Trustees shall be taken either by resolution at a meeting or by written record with a meeting. The Trustees shall appoint from among themselves a secretary who shall cause a record to be kept of all actions of the Trustees. A copy of any resolution or action taken by the Trustees, certified by any one of the Trustees, may be relied upon by any person dealing with this trust. 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.
6. TRUSTEES' POWERS. In the administration of this foundation, the Trustees shall have all powers and authority necessary or available to carry out the purposes of this trust and, without limiting the generality of the foregoing, shall have the following powers and authority, all subject, however, to the condition that no power or authority shall be exercised by the Trustees in any manner or for any purpose whatsoever which may not be exercised by an organization which is tax exempt or by an organization donations to which are deductible from taxable income to the extent allowed by the provisions of the Internal Revenue Code and other applicable legislation and regulations as they now exist or my hereafter be amended:
(a) To receive the income, profits, rents and proceeds of the trust fund, and to collect and receipt for the same
(b) To purchase, subscribe for, retain, invest, and reinvest in securities or other property wherever situated, and whether or not productive or of a wasting nature, and without any requirement for diversification as to kind or amount. The words "securities or other property" as used in this agreement shall be deemed to include real or personal property, corporate shares, common or preferred, or any other interest in any corporation, association, investment trust, or investment company, bonds, notes, debentures or other evidences or ownership, secured or unsecured, even though the same may not be legal investments for a trustee under the laws applicable hereto; but securities and other property shall not be deemed to include shares or indebtedness of the Donor unless the same is donated to this foundation.
(c) To Sell for cash or on credit, convert, redeem, exchange for other securities or other property, or otherwise dispose of any securities or other property at any time held by them.
(d) To alter, repair, improve, erect buildings upon demolish, manage, partition, mortgage, lease, exchange, grant options to lease or to buy, and sell or dispose of, at public or private sale, and upon such conditions and such terms as to cash and credits as they may deem advisable, real property.
(e) To pay all administration expenses of this trust and any taxes imposed upon it, and to settle, compromise, or damages, due or owing to or from this trust, to commence or defend suits or legal proceedings, and to represent this trust in all suits or legal proceedings.
(f) To exercise any conversion privilege or subscription right available in connection with any securities or other property at any time held by them; to consent to the reorganization, consolidation, merger, or readjustment of the finances of any corporation, company, or association or to the sale, mortgage, pledge, or lease of the property of any corporation, company, or association any of the securities of which may at any time be held by them and to do any act with reference thereto, including the exercise of options, the making of agreements or subscriptions which may be deemed necessary or advisable in connection therewith, and to hold and retain any securities or other property which they may so acquire.
(g) To vote personally, or by general or limited proxy, any shares of stock which may be held by them at any time, and similarly to exercise personally, or by general of by limited power of attorney any right appurtenant to any securities or other property held by them at any time.
(h) To borrow money in such amounts and upon such terms and conditions as shall be deemed advisable or proper to carry out the purpose of this trust and to pledge any securities or other property for the repayment of any such loan.
(I) To hold part of all of the trust fund uninvested.
(j) To employ suitable accountants, agents, counsel, and custodians and to pay their reasonable expenses and compensation.
(k) To register any securities held by them hereunder in their own name, or, to the extend permitted by law, in the name of a nominee with or without the addition of words indicating that such securities are held in a fiduciary capacity and to hold any securities unregistered or in bearer form.
(l) To make, execute, and deliver all instruments necessary or proper for the accomplishment of the purpose of this trust or of any of the foregoing powers, including deeds, bills of sale, transfers, leases, mortgages, security agreements, assignments conveyances, contracts, purchase agreements, waivers, releases and settlements.
(m) Any other provisions of this agreement notwithstanding, the Trustees shall not engage in any act of selfdealing as defined in Section 4941 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws; nor retain any excess business holdings as defined in Section 4949 (c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws; nor make any investments in such manner as to incur tax liability under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws; nor make any taxable expenditures and defined in Section 4945 (d) or the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
7. SUCCESSOR TRUSTEES. The Trustees shall serve at the pleasure of the Board of Director of the Donor. Any Trustee may resign his office at any time without leave of court. Vacancies existing in the Office of Trustee, for whatever cause, shall be filled by such Board of Directors, but the Trustees may act notwithstanding the existence of any vacancy so long as there shall continue to be at least two Trustees in office. The resignation or removal of a Trustee and the appointment of a successor Trustee shall be made by an instrument in writing. Every successor Trustee shall have the same powers and duties as those conferred upon the Trustees named in this agreement.
8. BOND AND COMPENSATION. No Trustee shall be required to furnish any bond or surety. Each Trustee shall serve without compensation for his services hereunder, but all expenses of this trust or any Trustee action hereunder shall be paid by the Trustees from the trust fund.
9. ACCOUNTING BY TRUSTEES. The Trustees shall render accounts of their transactions to the Donor at least annually, and the Donor may approve such accounts by an instrument in writing delivered to the Trustees. In the absence of the filing in writing with the Trustees by the Donor exceptions or objections to any such account within 60 days, the Donor shall be deemed to have approved such account; and in such case or upon the written approval of the Donor of any such account, the Trustees shall be released, relieved, and discharged with respect to all matters and things set forth in such account as though such account had been settled by the decree of a court of competent jurisdiction. No person other than the Donor may require an accounting or bring any action against the Trustees with respect to this trust. The Trustees may at any time initiate legal action or proceedings for the settlement of their accounts and, except as otherwise required by law, the only necessary party defendant to any such action or proceedings shall be the Donor.
10. LIABILITY OF TRUSTEES. No Trustee shall be answerable for loss in investments made in good faith. No Trustee shall be liable for the acts or omissions of any other Trustee, or of any accountant, agent, counsel, or custodian selected with reasonable care. Each Trustee shall be fully protected in acting upon any instrument, certificate, or paper, believed by him to be genuine and to be signed or presented by the proper person or persons, and no Trustee shall be under any duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.
11. AMENDMENT. This agreement may be amended or modified from time to time by the Board of Director of the Donor whenever necessary or advisable for the more convenient or efficient administration of this trust or to enable the Trustees to carry out the purpose of this trust more effectively, but no such amendment or modification shall alter the intention of the Donor that this trust be operated exclusively for religious, charitable, scientific, literary, or education purposes, or for the prevention of cruelty to children or animals, within the United States or any of its possessions, and in a manner which shall make this trust tax exempt and the donations to it deductive from taxable income to the extent allowed by the provisions of the Internal Revenue Code and other applicable legislation and regulations as they now exist or at they may hereafter be amended. Every amendment or modification of this agreement shall be made in writing, shall be signed by two officers of the Donor pursuant to authority of its Board of Directors, and shall be delivered to each of the Trustees then in office.
12. IRREVOCABILITY AND TERMINATION. This trust shall be irrevocable,
but may be terminated at any time by action of the Board of Directors of the Donor. Upon any such termination, the Trustees shall promptly distribute the entire trust fund to qualified recipients under the terms of this trust.
13. SITUS. This agreement is executed and delivered in the State of Ohio, the situs shall be in that state, and it shall be governed by and construed and administered in accordance with the laws of that state.
14. ACCEPTANCE OF TRUST. The trustees do hereby accept this trust, and undertake to hold, manage, and administer the trust fund in accordance with the terms of this agreement. IN WITNESS WHEREOF, this agreement has been executed by the Donor and by each of the Trustees named herein