This Trust Agreement and Declaration of Trust is made and entered into this 3rd day of September, A.D. 1998, by and between Madison Fire Fighters Local 311, (hereinafter referred to as the "Local") and Joe Conway Jr., Tim Healy, Michael C. Dirienzo, Bruce Hill, and Elizabeth Risler as trustees (hereinafter referred to as "trustees") who hereby declare and agree that they have received this day from Madison Fire Fighters Local 311, as Grantor, the sum of Four Thousand Dollars ($4,000.00) and that they will hold and manage the same, and any additions to it, in trust, as follows:
ARTICLE ONE
Name of Trust
1.1 This trust shall be called the "Local 311 Charitable Trust."
ARTICLE TWO
Receipt of Property Into the Trust
2.1 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; 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 Three of this Declaration of Trust, or as shall in the opinion of the 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 tax code.
ARTICLE THREE
Trust Purposes and Duties of Trustees
3.1 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 or principal, or both, to or for the use of such charitable organizations, within the meaning of that term as defined in paragraph 3.3, in such amounts and for such charitable purposes of the trust as the trustees shall from time to time select and determine; and the trustees may make payments or distributions from income or principal, or both, directly for such charitable purposes, within the meaning of that term as defined in paragraph 3.4, in such amounts as the trustees shall from time to time select and determine without making use of any other charitable organization. The trustees may also make payments or distributions of all or any part of the income or principal to states, territories, or possessions of the United States, any political subdivision of any of the foregoing, or to the United States or the District of Columbia but only for charitable purposes within the meaning of that term as defined in paragraph 3.4. Income or principal derived from contributions by corporations shall be distributed by the trustees for use solely within the United States or its possessions. No part of the net earnings of this trust shall inure or be payable to or for the benefit of any private shareholder or individual, and no substantial part of the activities of this trust shall be the carrying on of propaganda, or otherwise attempting, to influence legislation. No part of the activities of this trust shall be the participation in, or intervention in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.
3.2 The trust shall continue forever unless the trustees terminate it and distribute all of the principal and income, which action may be taken by the 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 code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. The grantor authorizes and empowers the 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 law of any state or under the law 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 of which this trust may be or become entitled. The charger, 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.
3.3 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 any possession of the United States, organized and operated exclusively for charitable purposes, no part of the net earnings of which insures 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.
3.4 In this Declaration of Trust and in any amendments to it, 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 that constitute public charitable purposes under the law of trusts of the State of Wisconsin.
3.5 True and accurate books of account and records of all transactions shall be kept by the trustees. An annual audit of the Fund shall be made at the end of each fiscal year.
3.6 The trustees' powers are exercisable solely in the fiduciary capacity consistent with and in furtherance of the charitable purposes of this trust as specified in this Article Three and not otherwise.
3.7 The trustees shall be entitled at any time to have a judicial settlement of their accounts and a judicial determination of any questions in connection with their duties and obligations under this trust or in connection with the administration or distribution thereof.
ARTICLE FOUR
Amendments to Declaration of Trust
4.1 This declaration of trust may be amended at any time or times by written instrument or instruments signed and sealed by the trustees, and acknowledged by any of the trustees, provided that no amendment shall authorize the 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 Four (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.
ARTICLE FIVE
Trustees
5.1 The fund shall be administered by five (5) trustees, who shall fill seats numbered 1 through 5. The initial trustees named in the opening paragraph of this document and appointed by the Executive Board of Local 311, shall all serve until successors are elected, but not longer than one (1) year. However, they are not restricted from being elected as successors. For the purposes of electing successor trustees to those above, on or about March 1999, there will be held an at-large election based upon those who have authorized payroll deductions toward Local 311 Charities. Terms of the trustees elected in 1999 shall be as follows: Seat number 1 shall be for 1 year. Seat number 2 shall be for 2 years. Seat number 3 shall be for 3 years. Seat number 4 shall be for 4 years. Seat number 5 shall be for 5 years. Thereafter, as each term expires, it will be filled by election coincident with annual Local 311 elections.
5.2 Each successor trustee shall serve a term of five (5) years. The number of trustees shall be at all times not less than three (3). The Executive Board of Fire Fighters Local 311 shall appoint successor trustees whenever a trustee resigns, dies or becomes incapable of acting as a trustee. When the Executive Board appoints a replacement trustee upon resignation, death or incapacity, the replacement trustee shall be appointed for the time remaining in the person's term to which the replacement trustee is being appointed. Appointments shall be made by the Executive Board of Fire Fighters Local 311 by written instruments signed and acknowledged. Any succeeding or additional trustee shall, upon his/her acceptance of the office by written instrument signed and acknowledged, have the same powers, rights and duties, and the same title to the trust estate jointly with the surviving or remaining trustees as if originally appointed.
5.3 Three (3) trustees present in person at any meeting shall constitute a quorum for the transaction of business. Any action taken by the trustees, except as herein otherwise provided, shall require at least three (3) votes.
5.4 Any trustee under this Declaration of Trust may resign his/her office and become and remain fully discharged from all further duty or responsibility hereunder upon giving thirty (30) days' notice in writing to the President of Fire Fighters Local 311, or such shorter notice as the remaining trustees may accept as sufficient, in which notice there shall be stated a date on which such resignation shall take effect; and such resignation shall take effect on the date specified in the notice unless a successor trustee shall have been appointed at an earlier date, in which event such resignation shall take effect immediately upon the appointment of such successor trustee.
5.5 Any trustee may be removed from office at any time during his/her term by resolution adopted by the Executive Board of Fire Fighters Local 311 and delivered to the Chair of the Local 311 Charitable Trust.
5.6 The trustees shall be bonded in amounts as the trustees deem necessary, the cost of which is to be paid from the funds of this trust. None of the trustees shall be responsible or liable for the acts or omissions of any other of the trustees or of any predecessor or of a custodian, agent, depositary or counsel selected with reasonable care.
5.7 Whenever the term of a trustee expires and a successor trustee is appointed, or a trustee resigns, is removed, dies or becomes incapable of acting hereunder, that person shall thereafter be fully discharged from all further responsibility hereunder without the necessity of any additional action by Local 311's Executive Board
5.8 The 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.
5.9 The trustees serving under this Declaration of Trust are authorized to reimburse themselves for reasonable expenses incurred.
ARTICLE SIX
Powers of Trustees
6.1 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:
6.2 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.
6.3 To sell, lease, or exchange any personal, mixed, or real property, at public auction or by private contract, for such consideration on such terms, 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.
6.4 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.
6.5 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.
6.6 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, depository, voting trustees, or otherwise, and in this connection to delegate authority to such committee, depository, or trustee 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.
6.7 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.
ARTICLE SEVEN
7.1 In this Declaration of Trust and in any amendment to it, references to "trustees" means one or more trustees, whether original or successor, for the time being in office.
ARTICLE EIGHT
Miscellaneous
8.1 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/she 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 t o or upon the order of the trustees of the trust.
ARTICLE NINE
9.1 This Declaration of Trust is to be governed in all respects by the laws of the State of Wisconsin.