Rhododendron Research Foundation Organized
An important and far reaching action of the Board of Directors at the May 1975 meeting in Seattle was the authorization of a Research Foundation. The purpose of this Foundation is to develop a trust fund of sufficient size so that the income will support, on a continuing basis, research on practical problems of rhododendrons and azaleas. A copy of the trust agreement is published below. Plans to implement the Foundation and develop a trust fund are being prepared for presentation to the next Board meeting.
THIS AGREEMENT, made this day of , 1975, by and between the AMERICAN RHODODENDRON SOCIETY, hereinafter referred to as the "Principal", and
hereinafter referred to as the Trustees;
WHEREAS, the Principal desires to establish a trust for the charitable, educational, horticultural, and scientific uses and purposes hereinafter provided; and
WHEREAS, simultaneously with the execution of this Agreement, the Principal has transferred, assigned, and delivered to the Trustees the property set forth in Schedule "A", annexed hereto and made a part hereof, which, together with any other property which may hereafter be transferred, assigned, and delivered to the Trustees shall be held and administered exclusively for the uses and purposes and subject to the provisions hereinafter set forth;
NOW, THEREFORE, the Principal and Trustees do hereby covenant and agree as follows:
FIRST: The name of the trust shall be THE RESEARCH FOUNDATION of the AMERICAN RHODODENDRON SOCIETY, and, so far as practicable, the Trustees shall conduct the activities of the trust in that name.
SECOND: The purposes of the trust are to devote and apply the property by this instrument vested in the Trustees and the income to be derived there from for promoting and financing research projects relating to the introduction, production, cultivation, maintenance, improvement, propagation, protection, and dissemination of azaleas and rhododendrons.
THIRD: Any other provisions of this trust notwithstanding, this trust shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization described in §501(c)(3) of the Internal Revenue Code of 1954 and regulations there under as they now exist or as they may hereafter be amended; nor by an organization contributions to which are deductible under §170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.
FOURTH: The Trustees may receive additional donations from the Principal or from any other source in cash or in any other property. All donations so received, together with the income there from, shall be held, managed, administered, and paid out by the Trustees pursuant to the terms of this agreement.
FIFTH: The trustees shall apply principal and income of the trust fund at such time or times, in such manner and in such amounts, as they may determine to the uses and purposes set forth in paragraph SECOND hereof. The Trustees may make gifts or contributions in cash or in any other property of which the trust fund may consist at any time, and may impose such conditions and restrictions upon the use of such gifts or donations as they, in their sole discretion, may determine; provided, the same shall be consistent with the purposes of the trust as herein set forth.
SIXTH: In the administration of this trust and of the trust fund, the trustees shall have all powers and authority necessary to carry out the purposes of this trust, and, without limiting the generality of the foregoing, shall have the following powers and authority;
A. To receive the income and profits of the trust fund and to collect and receipt for the same.
B. To purchase, retain, invest, and reinvest in securities or other property wherever situate, and without requirement for diversification as to the kind or amount, even though the same may not be legal investments for a trustee under the law applicable hereto.
C. To pay all administration expenses of the trust.
D. To vote personally or by general or limited proxy any shares of stock held hereunder and similarly to exercise personally or by general or limited power of attorney any right pertinent to any securities or other property held hereunder.
E. To employ suitable accountants, agents, counsel, custodian, and investment advisors and to pay their reasonable expenses and compensation.
F. To register any securities held here under in the name of a nominee.
G. 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.
SEVENTH: There shall be six Trustees appointed by the Board of Directors of the AMERICAN RHODODENDRON SOCIETY and the President of said society shall serve ex-officio as the seventh trustee. All Trustees shall hold office during a term of three years except those first appointed, of whom two shall serve for one year, two for two years, and two for three years. Any trustee appointed to fill a vacancy caused by death, resignation, or any cause other than expiration of term shall serve only for the unexpired portion of the term of his predecessor. A majority of the Trustees shall constitute a quorum for the transaction of any business at any meeting of the Trustees, provided that the affirmative vote or action of at least four Trustees shall be required for the making of any decision for the use or distribution of trust funds. No Trustee shall be required to furnish any bond or surety. Each individual Trustee shall serve without compensation for services hereunder, but all expenses of the trust or of any Trustee acting hereunder shall be paid from the trust fund.
EIGHTH: This Agreement may be amended or modified from time to time by the Principal whenever necessary or advisable for the more convenient or efficient administration of the trust, or to enable the trustees to carry out the purpose of the trust more effectively, but no such amendment or modification shall alter the intention of the Principal that this trust be operated exclusively for charitable, educational, cultural, and scientific purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1954, and in a manner which shall make the trust exempt from Federal income tax and the donations to it deductible for Federal income, estate, and gift tax purposes to the extent allowed by the provisions of the Internal Revenue Code and other applicable legislation and regulations.
NINTH: This trust shall be irrevocable but may be terminated at any time by a resolution of the Board of Directors of the AMERICAN RHODODENDRON SOCIETY, approved by two-thirds of the Directors, if, in the opinion of the Trustees or the Board, the purposes of the trust cannot be carried out or are impractical of fulfillment. Upon any such termination, the Trustees shall promptly distribute the entire trust fund to such horticultural foundation or body which is then an organization described in §501(c)(3) and §507(b)(1)(A) of the Internal Revenue Code of 1954 and corresponding provisions of the Federal tax laws as may be designated by resolution of the Board of Directors of the AMERICAN RHODODENDRON SOCIETY, approved by two-thirds (2/3) of the Directors, or, if for any reason said Board does not make such a designation, to such qualified organization designated by a similar resolution of the Board of Directors of the AMERICAN HORTICULTURAL SOCIETY.
TENTH: This Agreement is executed and delivered in the Commonwealth of Pennsylvania and shall be governed by, and construed and administered in accordance with the laws of Pennsylvania.
ELEVENTH: The Trustees do hereby accept this trust and under take to hold, manage, and administer the trust fund in accordance with the terms of this agreement.
IN WITNESS WHEREOF, the Principal has caused these presents to be executed by its duly authorized officer and its corporate seal to be hereunto affixed and the Trustees have hereunto set their hands and seals as of the day and year first above written.