AMENDED AGREEMENT OF TRUST
THIS AGREEMENT OF TRUST, dated this 25th day of September, 1988, by INTERNATIONAL SKELETAL SOCIETY, INC. (hereinafter referred to as "Settlor" or "ISS") and Walter Bessler, M.D., Akbar Bonakdarpour, M.D., Howard D. Dorfman, M.D., Jack Edeiken, M.D., Friedrich W. Heuck, M.D., Harold G. Jacobson, M.D., and John A. Kirkpatrick, Jr., M.D., (hereinafter called "Trustees").
W I T N E S S E T H
WHEREAS, Settlor desires to create a trust over the property listed on Schedule "A" annexed hereto for the purposes hereinafter set forth,
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, Settlor does hereby grant, assign, convey, transfer and deliver to Trustees the property listed on said Schedule "A" annexed hereto and made a part hereof, the receipt of which is hereby acknowledged by Trustees, which property, together with other property which may be added to the trust, Trustees agree to HAVE AND TO HOLD, IN TRUST, NEVERTHELESS, for the following purposes and upon the terms and conditions hereinafter set forth;
SECTION FIRST
NAME
The trust established under this Agreement shall be known as INTERNATIONAL SKELETAL SOCIETY ENDOWMENT FUND (hereinafter called "the Fund").
SECTION SECOND
Purpose and Limitations
General Purposes. The Fund is organized, and shall be administered and operated by Trustees exclusively for charitable, scientific, or educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, or the corresponding provision of any future United States Internal Revenue Law (hereinafter, the "Code"), and exclusively for the benefit of, to perform the functions of, or to carry out the purposes of ISS, a "Qualified Organization" as defined in Subparagraph A of SECTION SIXTH. Trustees, after deducting any proper charges and expenses, shall from time to time make distributions of expenditures of the income and principal of the Fund, in accordance with the provisions of Subparagraph B of SECTION SECOND. Settlor intends that transfers to the Fund shall qualify for deduction Under Sections 170, 2055 and 2522 of the Code. Accordingly, the provisions of this Agreement shall be construed and the Fund shall be administered in such manner as to assure the deductibility of transfers to the Fund for Federal income tax purpose.
Specific Purposes. The purpose of the fund is to preserve the principal of this trust and to thereby ensure the continued use of such funds for the benefit of the charitable, scientific and educational endeavors of ISS. Upon the request of ISS, trustees may, during any calendar year, make distributions or expenditures to ISS up to the immediately preceding year's Fund income. Trustees shall not be empowered to distribute any principal of the fund, unless deemed necessary by an affirmative vote of six Trustees in agreement with the Executive Committee of the ISS.
Limitations. No part of the net earnings of the Fund shall inure to the benefit of, or be distributable to Trustees or other private persons, except that the Fund shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Subparagraphs A and B of SECTION SECOND hereof. No substantial part of the activities of the Fund shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Fund shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this Agreement, the Fund shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under Section 501(c) (3) of the Code or (b) by an organization, contributions to which are deductible under Section 170(c) (2) of the Code. This Agreement shall be constructed accordingly, and all powers and activities of Trustees shall be limited accordingly. If, during any period, the Fund is determined to be a private foundation within the meaning of Section 509 of the Code, then during such period:
(i) The Fund shall distribute its 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 Code, as hereafter amended or supplemented.
(ii) The Fund shall not engage in any act of self dealing as defined in Section 4941(d) of the Code, as hereafter amended or supplemented.
(iii) The Fund shall not retain any excess business holdings as defined in Section 4943(c) of the Code, as hereafter amended or supplemented.
(iv) The Fund shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code, as hereafter amended or supplemented.
(v) The Fund shall not make any taxable expenditures as defined in Section 4945(d) of the Code, as hereafter amended or supplemented.
SECTION THIRD
OFFICERS
Officers of the Board of Trustees shall be Chairman, Secretary and Treasurer. One Trustee may be elected as Secretary and Treasurer or one Trustee may be elected as Secretary and another as Treasurer.
The term of office shall be limited to a single period of 3 years for the Chairman and 3 years for the Secretary, Treasurer or Secretary-Treasurer.
The Chairman will be the presiding officer of the Board of Trustees. He shall perform all the duties which custom and parliamentary practice commonly associate with the office of chairman. His term of office as Chairman shall begin at the adjournment of the annual meeting of the Board of Trustees during which he was elected.
The Secretary shall keep or cause to be kept a correct and permanent record of the proceedings of the Fund. He shall conduct correspondence and perform all other duties that usually and customarily pertain to the Office of Secretary.
The Treasurer shall collect and be accountable for all funds of the Trust and shall disperse from the treasury such funds only upon order of the Board of Trustees. He shall keep the complete and permanent record of the financial transactions of the Fund. He shall make a full financial report and present a budget for the following year at the Annual Meeting of the Board of Trustees which should be incorporated in the minutes of the meeting.
All of the financial transactions of the Board of Trustees require both the signature of the Chairman of the Board and the Treasurer of the Board.
All of the financial decisions must be approved by the Board. This is done in the spirit and understanding of prior knowledge and cooperation.
In the absence of a contrary statement in the agreement of trust, Robert's Rules of Order shall govern procedures.
SECTION FOURTH
Trustees
- Number. There shall be nine Trustees, seven of whom shall be regular Trustees. In addition, the President and the Treasurer of the ISS shall serve as ex-officio with voting rights during their terms of office.
- Eligibility. Only past or present officers and past elected members of the executive committee of the ISS shall be eligible for appointment as Trustees.
- Appointment of New Trustees. Any vacancy shall be filled by a vote of the remaining Trustees with the approval of the membership of the ISS.
- Resignation. Any Trustee hereunder may resign at any time for any reason in writing.
- Removal. Any permanent Trustee may be removed form office by the unanimous vote of the other Trustees, with the approval of the ISS membership
- Compensation. Trustees shall not be entitled to compensation for their services, but shall be entitled to reimbursement for their reasonable expenses incurred in connection with the administration of the Fund.
- Voting. Except for the vote required under Subparagraph E of this section, the Trustees empowered to act with respect to any matter shall act by the affirmative vote of at least six (6) Trustees.
- Term of Office. Regular Trustees shall serve for a period not to exceed seven (7) years. In order to provide for overlapping terms for the trustees, initially two trustees will come off the Board after seven years, two trustees after eight years, and three trustees after nine years according to their ages. Trustees replacing the original seven trustees shall serve for a period not to exceed (5) years.
- Annual Report. Trustees shall present an annual report to the International Skeletal Society membership at its annual meeting.
SECTION FIFTH
Trustees' Powers
Subject to the limitations imposed on Trustees in Subparagraphs B and C of SECTION SECOND, Trustees shall have the power, to be exercised in their discretion and on such terms as they may deem best, effective until final distribution of all assets:
A. To enact by-laws governing such aspects of their rules of order and functions as they deem appropriate.
B. To accept and retain any property transferred to this trust by Settlor or any other person (provided that Trustees shall not accept property subject to any condition which might jeopardize the status of this trust as an organization described in said Section 501(c) (3) of the Code).
C. To make, execute, and deliver all instruments necessary or proper for the accomplishment of the purposes of this trust.
All powers granted under this Agreement are exercisable only in a fiduciary capacity. No such power shall be construed to enable a person to purchase, exchange or otherwise deal with or dispose of any trust asset for less than an adequate consideration.
SECTION SIXTH
Miscellaneous Provisions
- Amendments to Agreement. The Trustees with the agreement of the ISS shall have the right to amend this Agreement of Trust, provided that no such amendment shall cause this trust to cease to be an organization described in Sections 501(c) (3) and 509 (a) (3) of the Code. Accordingly, if the ISS ceases to be a Qualified Organization as defined herein, the Fund shall be operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more other Qualified Organizations then selected by Trustees. An organization is a "Qualified Organization" for purposes of this Agreement only if it is designated in Section 501(c) (3) and Sections 509 (a) (1) or (2) OF THE Code and has the same or similar purposes as ISS.
- Term of Trust. The trust herein established shall have perpetual existence.
- Governing Law. This agreement of Trust is to be governed in all respects by the laws of the Commonwealth of Pennsylvania.
- Termination. If for any reason this trust should terminate, Trustees shall, after paying or making provision for the payment of all of the liabilities of the Fund, dispose of all of the assets of the Fund, to ISS, exclusively to or for the purposes of ISS, provided that ISS is then a Qualified Organization. If ISS is not then a Qualified Organization, the assets of the Fund shall be distributed exclusively to or for the purposes of one or more Qualified Organizations then selected by Trustees pursuant to Subparagraph A of SECTION SIXTH, provided that any such organization is then a Qualified Organization. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Fund is then located, exclusively for such purposes, or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
IN WITNESS WHEREOF, the undersigned International Skeletal Society, Inc., as Settlor, and Walter Bessler, M.D., Akbar Bonakdarpour, M.D., Howard D. Dorfman, M.D., Jack Edeiken, M.D., Friedrich W. Heuck, M.D., Harold G. Jackcobson, M.D., and John A. Kirkpatrick, Jr., M.D., as Trustees, have hereunto set their hands and seals.
SETTLOR
TRUSTEES
INTERNATIONAL SKELETAL SOCIETY, INC. ________________________
Walter Bessler, MD,
Trustee
By: _________________________________ ________________________
Murray K. Dalinka, MD Akbar Bonakdarpour, MD,
Attest: ________________________
Howard D. Dorfman, MD,
Trustee
__________________________________
Howard D. Dorfman, MD ________________________
President Jack Edeiken, MD,
Trustee
________________________
Friedrich W. Heuck, MD
Trustee
________________________
Harold G. Jacobson, MD,
Trustee
________________________
John A. Kirkpatrick, Jr MD,
Trustee
SCHEDULE "A" Of AGREEMENT OF TRUST
Property conveyed to Trust by International Skeletal Society, Inc.:
TOTAL
DATE:
INTERNATIONAL SKELETAL SOCIETY ENDOWMENT FUND
ACTION OF THE TRUSTEES
WHEREAS, under the August 6, 1986 Agreement of trust which established the INTERNATIONAL SKELETAL SOCIETY ENDOWMENT FUND (the Agreement of Trust at any time, and form time to time, provided organization described in Sections 501(c) (3) and 509(a) (3) of the Internal Revenue Code.
WHEREAS, it has been proposed that the Agreement of Trust be amended to adopt certain provisions and delete certain provisions, without altering or otherwise affecting the status of the Trust as an organization that qualifies under Sections 501(c) (3) and 509 (a) (3) of the Internal Revenue Code.
WHEREAS, the Trustees of the Trust believe the proposed amendments to be in the best interests of the Trust and wish to obtain the concurrence of the organization which it supports, the International Skeletal Society, Inc., in the proposed amendments.
NOW, THEREFORE IT IS HEREBY RESOLVED that subject to the approval of the Executive Committee of the International Skeletal Society, Inc., and a majority of its members, the attached Agreement of Trust amends the August 6, 1986 Agreement of Trust and all of its terms and provisions shall be effective as of the first date that it is approved by the Trustees of the Trust and by the Executive Committee and a majority of the members of the International Skeletal Society, Inc.
____________________________________
WALTER BESSLER, M.D., TRUSTEE
____________________________________
AKBAR BONAKDARPOUR, M.D., TRUSTEE
____________________________________
HOWARD D. DORFMAN, M.D., TRUSTEE
____________________________________
JACK EDEIKEN, M.D., TRUSTEE
____________________________________
FRIEDRICH W. HEUCK, M.D., TRUSTEE
____________________________________
HAROLD G. JACOBSON, M.D., TRUSTEE
____________________________________
JOHN A. KIRKPATRICK, JR., M.D., TRUSTEE
____________________________________
MURRAY K. DALINKA, M.D., TRUSTEE
Dated:
Filed with the undersigned this 25th day of September, 1988.
____________________________________
Secretary of the International Skeletal
Society Endowment Fund
The following amendments to the AMENDED AGREEMENT OF TRUST, dated the 25th day of September 1988, were approved by the ISS membership at the August 16, 1999 business meeting:
As to SECTION THIRD, OFFICERS:
SUB PARAGRAPH A shall now read: Officers of the Board of Trustees shall be Chairman and Secretary-Treasurer. The Treasurer of ISS will be Secretary-Treasurer of the Trust.
SUB PARAGRAPH F shall now read: All of the financial transactions of the Board of Trustees require only one signature, either the Chairman of the Board or the Treasurer of the Board.
As to SECTION FOURTH, Trustees:
SUB PARAGRAPH B Eligibility. shall now read: Past or present officers and past elected members of the executive committee of the ISS shall be eligible for appointment as Trustees. In addition, two general members will be Trustees.
SUB PARAGRAPH E Removal. shall now read: Any regular Trustee may be removed from office by the unanimous vote of the other Trustees, with the approval of the ISS membership. |
