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August 16, 1999 this page is at http://site.www.umb.edu/faculty/salzman_g/Grass/Trust/1999-08-16LegalTrustDocument.htm Table of Contents 1. Name of Trust 2. Purposes of trust 3. Trust Fund 4. Use of Trust Fund 5. Action of Trustees 6. Powers of Trustees 7. Appointment of Trustees 8. Advisory Council 9. Expenses 10.Accounting 11.Contributions from Others 12.Creation of Corporation 13.Amendment and Revocation 14.Term of Trust Trust AGREEMENT made this 16th day of August, 1999, by and between George Salzman of Cambridge, Massachusetts, hereinafter referred to as the Donor, and Matt Borus, Paul Breneman, Ken Brown, Mira Brown, Aram Falsafi, Betsy Gynn, Sanya Hyland, Carl Kurz, Mark Lasky, Judy Norsigian and Charlie Welch as Trustees of this Trust. 1. Name of Trust. The name of this Trust shall be The Grassroots Infrastructure Charitable Foundation. 2. Purposes of Trust. The puposes of this Trust are to devote and apply the property by this instrument vested in the Trustees and the income to be derived exclusively for charitable, religious, scientific, literary, or educational purposes, either directly or by contributions to organizations duly authorized to carry on charitable, religious, scientific, literary, or educational activities; provided, however, that no part of this Trust fund shall inure to the benefit of any private shareholder or individual, and no part of the direct or indirect activities of this Trust shall consist of carrying on propaganda, or otherwise attempting to influence legislation, or of participating in, or intervening in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision, this Trust shall not conduct any activities not permitted by an exempt organization under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or may be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and its Regulations as they now exist or may be amended. 3. Trust Fund. The property to constitute this Trust and Foundation shall consist of the property and assets set forth in the attached schedule, marked Exhibit "A", other such corporate shares, bonds, securities, property, and assets, as anyone may from time to time transfer to the Trustees and be accepted by them. Such assets shall be transferred to the Trustees to be held by them in Trust and disposed of as provided in this Trust agreement. 4. Use of Trust Fund. The Trustees, except as limited herein, shall have the power and authority and are directed to distribute from time to time exclusively for charitable, religious, scientific, literary, or education purposes, or any or all of them, each year, such amounts of income or principal as they in their discretion may direct. The Trustees shall distribute the income for each taxable year at such time and in such manner as not to become subject to tax on undistributed income imposed by Section 4942 of the Internal Revenue Code or corresponding provisions of any subsequent federal or state tax laws. 5. Action of Trustees. Except as otherwise provided, the decisions and acts of eighty percent (80%) of the members of the Trustees present and voting shall constitute an exercise of the Trust powers and discretions conferred upon the Trustees, and the decisions and acts of such majority shall constitute the decisions and acts of the entire Trustees. Except as hereinafter provided in Article 7, in the event that there are two Trustees serving hereunder, any decision or act by the Trustees shall be unanimous. 6. Powers of Trustees. In addition to and not in limitation of the common law and statutory powers of Trustees and other powers granted in this agreement, the Trustees shall have the following discretionary powers and abilities: (6a) To dispose of any of the property or assets transferred to the Foundation by this instrument, or subsequently acquired, and to invest and reinvest the income or funds, or the income from time to time accumulated, in any other property or assets which in their discretion they may determine is wise and proper. They may make such investments or reinvestments 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 investments for Trustees. 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. The Trustees shall not be responsible for any losses arising out of any investments made by them in the exercise of their judgement and discretion. (6b) 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 and 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. (6c) To borrow money for such periods, and at such rates of interest, and upon such terms as the Trustees shall 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 mortgage or pledge on or of property acquired or held by this Trust. (6d) 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. (6e) 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 the Trust assets. (6f) To employ a bank or Trust company (including a bank or Trust company who is serving as Trustee) 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 or 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 and all of the Trust property or funds any place or places in the United States of America; to employ clerks, accountants, attorneys, investment counsel, investment agents and special services, and to pay the reasonable compensation and expenses of all such services. (6g) To adjust, settle, arbitrate or compromise any claim or claims of any nature payable to or made against the Trust, including any claims for taxes, upon any terms satisfactory to the Trustees; and (6h) To give a proxy to anyone selected by the Trustees to vote any of the shares and securities held in this Trust at any meeting of any entity having issued such securities or shares. 7. Appointment of Trustees. Any vacancy occurring in the Trustees occasioned by death, removal, resignation, refusal or inability to serve, or otherwise may be filled by the remaining Trustee or Trustees, and every such new Trustee as appointed from time to time shall have all of the powers, authority and discretion by this instrument conferred upon the present Trustees, and fully and effectually as though she or it were named by this instrument as one of the original Trustees. None of the Trustees acting hereunder shall be required to furnish any bond or surety. None of the members of the Trustees shall be responsible or liable for the acts or omissions of any other Trustee, or of any custodian, agent, depository, or counsel selected with reasonable care. 8. Advisory Council. The Trustees shall have the authority to form an advisory council to assist the Trustees in making decisions concerning the selection of charitable organizations as recipients of funds, and any other matters that the Trustees shall consider appropriate. The Advisory Council shall consist of [list of Advisory Council] and in addition those persons appointed by the Trustees from time to time. The Trustees are authorized to establish guidelines and/or procedures for any purpose the Trustees consider appropriate, including providing assistance with the operation of the advisory council. 9. Expenses. The Trustees shall have power and authority to incur any expense or to do any other act or acts which they may consider necessary and proper for the effective administration of the Trust. The expenses of the Trustees, and all other expenses of administration of the Trust shall first be paid each year, or provision made, out of the income of the Trust before any distribution is made for any one year. 10. Accounting. The Trustees shall make a report annually of their administration of this Trust, and may publish the same in the newspapers of the Commonwealth of Massachusetts. 11. Contributions from Others. If any person or persons at any time is or are disposed to make gifts or bequests to the Foundation, power and authority is conferred upon the Trustees to receive such gifts and bequests and to apply the principal and income to the purposes of this Trust; provided, that such gifts or bequests are not made upon any terms or conditions that would conflict with the uses, purposes, and provisions of this Agreement and the administration thereof by the Trustees, except that restrictions in such gifts and bequests may be agreed to by the Trustees and accepted subject thereto. No such 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 principal to any person other than a charitable organization or for other than charitable purposes within the meaning of this Trust, or as shall in the opinion of the Trustees, jeopardize the income tax exemption of this Trust pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986 and all subsequent corresponding provisions of any subsequent tax laws or regulations. 12. Creation of Corporation. The Donor empowers the Trustees of the Foundation, or eighty percent (80%) of its members, if they desire to do so, to form and organize a corporation for the purposes provided for the Foundation by this Agreement, such corporation to be organized under the laws of the Commonwealth of Massachusetts or any other state, or under the laws of the United States, as may be determined by the Trustees; such corporation when organized to have power and administer and control the affairs and property of the Foundation, and to carry out the purposes of this Trust. Such corporation, if organized, shall be named The Grassroots Infrastructure Charitable Foundation. Upon the creation and organization of such corporation, the Trustees of this Foundation are authorized to convey to such corporation all the property and assets to which the Foundation may be or become entitled. It is the purpose of this provision that such corporation, if incorporated and organized as by this paragraph provided, shall take the place of the Trust and Trustees of this Foundation as if named in the first instance. Such corporation, if formed, shall have the same powers and authority as are vested in the Trustees by this Agreement, subject to the same limitations and restrictions. The Trustees of this Foundation, or a majority of its members, shall be the incorporators of such corporation, together with such other persons as may be chosen for the purpose, and the Trustees shall constitute and act as the first Board of Directors or Trustees of such corporation, together with such other persons as the Board of Directors or Trustees may select. The application for charter, the provisions thereof, the organization, the bylaws, rules, and regulations, and other provisions for the management of such corporation and its property and affairs, shall be such as the Trustees acting pursuant to this Agreement shall determine, provided, however, that such corporation shall be organized and operated so as to qualify for income tax exemption under Section 501(c)(3) of the Internal Revenue Code of 1986 and all subsequent corresponding provisions of any subsequent tax laws or regulations. 13. Amendment and Revocation. This Trust may not be revoked. The Trustees may amend this Trust at any time and from time to time by written instrument; provided that no amendment shall operate to give or have effect of giving any benefit to any person, organization, or corporation which has given property to this Trust and no amendment shall authorize the Trustees to conduct the affairs of the Trust other than for the benefit of the charitable purposes described herein. An amendment of the provisions of this paragraph (or any amendment to it) shall be valid only to the extent that the amendment restricts the Trustees' amending power to the extent that such amending power is restricted under the terms of this paragraph or to a greater extent. 14. Term of Trust. This 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. In the event of dissolution or termination all of the remaining assets and property of the Trust shall, after the payment of necessary expenses thereof, be distributed to such organizations as qualify under Section 501(c)(3) of the Internal Revenue Code of 1986 in such amounts as the Trustees in their sole discretion shall deem advisable. _____________________
[Following the above, there are separate pages, one for each of the 11 trustees to sign. Each of Trustees Matt Borus, Paul Breneman, Ken Brown, Mira Brown, Aram Falsafi, Betsy Gynn, Sanya Hyland, Carl Kurz, Mark Lasky, Judy Norsigian and Charlie Welch has signed the document, which is filed
Middlesex, ss. [date] 1999 Then personally appeared before me the above named George Salzman and acknowledged the forgoing instrument to be his free act and deed. _____________________
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