GILMOUR #310 TRUST BEQUESTS

The Gilmour Council #310 Trust GIFTING, 2023

The Gilmour Council #310 Trust GIFTING, 2022

$5,000 to the KofC Gilmour Council # 310 Parishes: St Clare (Lyndhurst), St Paschal Baylon (Highland Heights), St Francis of Assisi (Gates Mills). All unrestricted gifts, totaling $15,000.

GILMOUR #310 TRUST STATUS

Founded in August, 2021 with a monetary gift from Gilmour, Inc., the Trust has been granted IRS 501(c)(3) tax-exempt status and is defined as a private foundation [under IRS 509(a)].

TEXT OF TRUST CHARTER

THE GILMOUR COUNCIL #310 TRUST

THIS TRUST AGREEMENT is made, executed and entered into by GILMOUR, INC., as Settlor, and Samuel Brancifort, Frank James Hlad, and Carmen Centanni, as co-trustees (hereinafter referred to as the “Trustee” or “Trustees”).

ARTICLE I

CONVEYANCE

Settlor desires to establish an irrevocable trust of the property described in Schedule A attached hereto and made a part hereof. The property described in Schedule A, any other assets that may be added to this trust, and the investments, reinvestments and proceeds thereof are hereinafter called the “Trust Estate”. Trustee acknowledges receipt of the Trust Estate and shall hold the same in trust, nevertheless, under the following terms, conditions and provisions:

ARTICLE II

DECLARATIONS

2.A. Trust Name and Purpose. This trust shall be known as THE GILMOUR COUNCIL #310 TRUST. The trust is organized exclusively for charitable, religious, and educational purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding Section of any future federal tax code.

2.B. Beneficiary. The term “Beneficiary” shall refer to the Catholic Church parishes, named below, served by the KNIGHTS OF COLUMBUS GILMOUR COUNCIL #310, and other such charitable, religious, and educational entities that the Trustee may from time to time elect to support.

2.C. Successor Trustee. This trust will be operated by the three elected trustees of the Gilmour Council. Section 131 of the Charter, Constitution, and Laws of the Knights of Columbus provides as follows: “Vacancies in elected offices of subordinate councils shall be filled, after notice to the members, by election at the regular business meeting next following the regular business meeting at which the vacancy was created.” That process shall control for determining the Successor Trustees. While co-Trustees are acting, the signature of all then-acting co-Trustees shall be required to conduct business with respect to property and/or assets held or owned by the trust. The offices of Grand Knight, Deputy Grand Knight, Financial Secretary, and Treasurer of the Gilmour Council #310 shall not participate in any way in the operation of this Trust nor attempt to influence the Trustee as to investment or disbursement decisions.

2.D. Trustees Pro Tempore. Directors of Gilmour, Inc. elected prior to Fiscal Year 2022 and not serving in the office of Grand Knight, Deputy Grand Knight, Financial Secretary, or Treasurer of the Gilmour Council #310 will serve as additional Trust co-trustees until their current terms as directors expire. Michael Marvaldi will serve as co-trustee until August 31, 2022. Robert Dew and Dominic Fragomeni will serve as co-trustees until August 31, 2023. Should any leave his Gilmour, Inc. director prior to these dates, he will not be replaced as a co-trustee of The Gilmour Council #310 Trust.

2.E. Removal of Council Trustee. Section 92(b) of the Charter, Constitution, and Laws of the Knights of Columbus allows for the removal of subordinate council officers by “a State, District, or Territorial Deputy”. If such removal of a council trustee occurs, the member’s status as a co-trustee of this Trust Estate will not be affected without an assenting vote of the council members present at the regular business meeting next following the business meeting at which the removal was announced.

2.F. Irrevocability. This Agreement shall be irrevocable and shall not be altered, amended, revoked or terminated by Settlor or any other person or persons.

2.G. Fiscal Year. This Trust shall use a Fiscal year that corresponds to the Knights of Columbus Fiscal years. The year beginning July 1, 2021, and ending June 30, 2022, shall be referred to as “Fiscal Year 2022” or “FY2022”. The names of subsequent years shall follow this convention. The accounting and tax change from calendar year to Fiscal year shall be made as soon as is practicable.

2.H. Definitions. For any interpretation of the Trust Agreement, the following definitions shall apply:

(1) Code. Any reference to the “Code” shall refer to the Internal Revenue Service Code (as separately published as Title 26 of the U.S. Code) as amended, and to any regulations pertaining to the reference sections;

(2) Headings. Article headings are inserted for convenience only, and are not to be considered in the construction of the provisions thereof;

(3) Interested Person. The term “Interested Person” means (a) a person who is a transferor of the property to this trust (including a person whose qualified disclaimer resulted in property passing to the trust); (b) a person who is related or subordinate to a person who is a transferor of the property passing to the trust within the meaning of section 672(c) of the Code; (c) a person who is a beneficiary of the trust;

(4) Pronouns and Gender. In this Agreement, the feminine, masculine, or neuter gender, and the singular or plural number, shall be deemed to include the others whenever the context so indicates;

(5) Principal and Income. The determination as to what shall constitute principal of the trust, gross income therefrom and distributable net income under the terms of the trust shall be governed by the provisions of the Principal and Income Act of the State of Ohio, except as to capital gains. For purposes of this Trust Agreement, any gain on the sale of a trust asset shall be allocated to income in the year of sale.

(6) Settlor. The term “Settlor” has the same meaning as “Grantor”, “Trustor”, “Trustmaker”, or any other term referring to the maker of a trust;

(7) Shall or May. Unless otherwise specifically provided in this agreement or by the context in which used, Settlor uses the word “shall” in this Trust Agreement to command, direct, or require, and the word “may” to allow or permit, but not require. In the context of the Trustee, when Settlor uses the word “may” Settlor intends that the Trustee may act in the Trustee’s sole and absolute discretion unless otherwise stated in this Trust Agreement; and

(8) Trustee. Any reference to “Trustee” shall be deemed to refer to whichever individual, or individuals shall then be acting as the Trustee.

2.I. Governing Law. This Trust Agreement is intended to create an Ohio trust and all of the terms and provisions hereof shall be interpreted according to the Ohio Trust Code (Title LVIII, Ohio Revised Code), except as shall be specifically modified herein. Nevertheless, the Trustee may change the situs of the administration of the trust from one jurisdiction to another, thereby allowing this trust to be regulated and governed by the laws of another jurisdiction. Such action may be taken for any purpose the Trustee deems appropriate including the minimization of taxes.

2.J. Restrictions. The interest of any beneficiary (whether entitled to current income or possessing only a future interest) in either the income or principal of the trust fund or any part of it shall not be alienated or in any other manner assigned or transferred by such beneficiary; and such interest shall be exempt from execution, attachment and other legal process which may be instituted by or on behalf of any creditor or assignee of such beneficiary; nor shall any part of such interest be liable for the debts or obligations of any such beneficiary. This paragraph is intended to impose a “Spendthrift Trust” on all interests held for any beneficiary. The rights of beneficiaries to withdraw trust property are personal and may not be exercised by a legal representative, attorney-in-fact, or others. IT IS THE SETTLOR’S INTENT THAT THE PRECEDING SPENDTHRIFT CLAUSE AND THE PROTECTIONS IT PROVIDES BE CONSIDERED A MATERIAL PURPOSE OF THIS TRUST AND ANY SUBSEQUENT TRUST CREATED HEREUNDER.

2.K. Maximum Duration of Trusts. Regardless of any other provision herein, the maximum duration for any trust created hereunder is the longest period that property may be held in trust under the applicable statutes of the state then governing the situs of administration of the trust. Any trust created hereunder must end immediately prior to such maximum duration. Upon dissolution, the Trust shall be divided equally among the Catholic Church parishes then served by Knights of Columbus Gilmour Council #310. The Catholic Church parishes currently served by the Gilmour Council #310 are: St Paschal Baylon Church in Highland Heights, Ohio, the Church of St Clare in Lyndhurst, Ohio, and St Francis of Assisi Church in Gates Mills, Ohio. Catholic Church parishes are exempt charitable entities within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding Section of any future federal tax code.

2.L. Conflict Resolution. Any controversy between interested parties concerning the construction, application or interpretation of any provision of the Trust Agreement or of the Trustee’s actions shall be settled by arbitration with the then current rules of the American Arbitration Association and the findings of such arbitration may be enforced by any Court having jurisdiction thereof.

ARTICLE III

TRUSTEESHIP

3.A. Appointment of Trustee. Section 131 of the Charter, Constitution, and Laws of the Knights of Columbus provides as follows: “Vacancies in elected offices of subordinate councils shall be filled, after notice to the members, by election at the regular business meeting next following the regular business meeting at which the vacancy was created.” That process shall control for determining the Successor Trustees sub judice.

3.B Resignation. Any trustee may resign at any time by giving written notice to the Grand Knight of Gilmour Council. Any such notice shall become effective at the next regular business meeting but no later than thirty (30) days after such written notice.

3.C. Liability. No successor Trustee shall be under any obligation to examine the accounts of any prior Trustee, and a successor Trustee shall be exonerated from all liability arising from any prior Trustee’s acts or negligence.

3.D. Bond. No bond shall be required of any person named in this Agreement as Trustee.

3.E. Compensation. Trustees may set their own compensation, except that such compensation shall not exceed the amount paid to the Financial Secretary of Gilmour Council #310. Compensation, payable on June 30 of each year, and any expense reimbursements, payable immediately, are paid from the Trust’s 1% administrative allowance and are subject to that limitation.

3.F. Trustee Duties.

(1) Trustee shall maintain an activity log. Such log will memorialize

(a) Each account whether at a brokerage, bank, or other financial institution, and every transaction made within these accounts, including gains, losses, interest, and transfers.

(b) Records of each distribution.

(d) Maturity dates of any bank CDs.

(e) A summarization of the Trust, readily accessible by each Trustee.

(2) Trustee shall report monthly account totals to the council officers via a displayed video chart or printed page that is retrieved at the conclusion of the Trustee’s report.

(3) Each January, Trustee will determine an acceptable inflation percentage on which to base the targeted growth of the principal.

(4) Each May, Trustee will report the projected distribution for the following fiscal year, if any, so that the council may do its planning for the upcoming fraternal year.

3.G. Investment Decisions. All Investment decisions of the Trustees must be unanimous.

3.H. Reports. Trustee shall render an annual accounting to Gilmour Council #310 no later than July 31 each year. Unless the accounting is objected to in writing thirty (30) days after electronic mailing to the persons to whom the accounting is to be rendered, the account shall be deemed final and conclusive with respect to all transaction disclosed in the accounting. The accounting shall be binding on all persons interested in the trust. Trustee shall not be required to make any reports or accountings to the courts.

ARTICLE IV

TRUSTEE’S POWERS

4.A. General Power. Nothing in this Trust Agreement shall be construed to restrict the Trustee from investing the trust assets in a manner that can result in the annual realization of a reasonable amount of income or gain from the sale or disposition of trust assets.

4.B. Enumerated powers. No enumeration of specific powers made herein shall be construed as a limitation upon the foregoing general power, nor shall any of the powers conferred herein upon the Trustee, be exhausted by the use thereof, but each shall be continuing. In addition to the above, the trustee shall have all of the powers authorized by the Ohio Trust Code (Title LVIII, Ohio Revised Code) (as those such powers were set forth herein) and, in addition, the Trustee is specifically authorized and empowered to exercise those powers hereinafter set forth.

(1) To retain any property, constituting the original Trust Estate, or added thereto; to hold the cash of the Trust Estate in accounts with any financial institution (provided such accounts are insured); and/or from time to time to invest or reinvest the assets of the Trust Estate in shares of registered investment companies (commonly called mutual funds, including those administered by the Trustee), stocks, bonds, partnerships, or other investments, which the Trustee in its sole discretion, deems desirable for the trust and the beneficiaries thereof. The Trustee shall exercise the judgment and care which men of prudence, discretion and intelligence exercise in the management of their own affairs, not in regard to speculation, but in regard to the permanent disposition of their funds, considering the probable income, as well as the probable safety of their capital. After exercising such discretion, the Trustee shall be fully relieved of any and all liability to any person whatsoever if the value of the securities held in trust hereunder shall decline in value;

(2) To sell at public or private sale any property constituting the Trust Estate for such price and upon such terms as the Trustee may deem proper, including the power to convey;

(3) To vote directly or by proxy at any election or stockholders’ meeting any shares of stock held hereunder;

(4) To participate in any plan or proceeding for protecting or enforcing any right or interest arising from any property held in the Trust Estate;

(5) To lease property owned by the Trust Estate at its fair market value as determined by the Trustee;

(6) To enter into contracts which are reasonably incident to the administration of the trust.

4.C. Divisions and Distributions. In any case in which the Trustee is required to divide any trust property into shares for the purposes of distribution (or otherwise), such division may be in-kind, including undivided interest in any property, or partly in-kind, and partly in money. For such purposes, the Trustee may make such sales of trust property as the Trustee may deem necessary on such terms and conditions, as the Trustee shall deem fit, and to determine the relative value of the securities or other properties so allotted or distributed; the Trustee’s determination of values of the property for such a distribution shall be conclusive. The decision of the Trustee in distributing assets in reliance on this paragraph shall be binding, and not be subject to challenge by any beneficiary hereunder;

4.D. Employ Agents. The Trustee shall be entitled to employ and compensate agents, managers, investment counselors, brokers, attorneys, accountants, and other professionals deemed by the Trustee to be reasonably necessary for the administration of the Trust Estate, and the Trustee shall not be liable for any losses occasioned by the good faith employment of such professionals, nor shall the Trustee be liable for any losses occasioned by any actions taken by the Trustee, in good faith reliance upon any advice or recommendations thereof; to pay all costs, taxes, and charges in connection with the administration of the Trust Estate; and to be reimbursed for all reasonable expenses, including attorneys’ fees, incurred in the management and protection of the Trust Estate, and to pay such professionals, a reasonable fee without court approval thereof . Any such payment by the trustee of such fees shall be out of principle or income, as the trustee may elect, or partially out of each. The payments for said services shall not exceed 1% of the Trust Estate on a per annum basis. Employment and compensation decisions shall be by in unanimous vote.

4.E. Tax Consequences. To prepare and file returns and arrange for payment with respect to all local, state, federal and foreign taxes incident to this agreement; to take any action, and to make any election, in the Trustee’s discretion, to minimize the tax liabilities of this Agreement and its beneficiaries.

ARTICLE V

DISPOSITION OF TRUST FUND

5.A. Trustee’s Basic Duties. During the term of this agreement, the Trustee shall hold, manage, invest, and reinvest the Trust Estate, collect the income and profits from it, pay the necessary expenses of trust administration, and distribute the net income and principle as provided in this ARTICLE V. All investments made of the Trust Principal or re-Investment of income shall be in funds from the Ave Maria family of funds, or if not possible or if unwise from an investment standpoint, in funds that provide a vehicle for Catholics to align their investments with pro-life and pro-family moral beliefs.

5.B. Investment and Distribution Thresholds.

(1) The principal held in this Trust is targeted to have a balance no less than one-million dollars ($1,000,000) which is assumed to be the initial funding amount. Thereafter, that minimum level of funding which is required before any gifts can be made shall be increased every year on the 1st of July. The amount of the increase shall be suggested by the Consumer Price Index (CPI) at the end of the calendar year (December 31st). For example, if on December 31, 2021, the CPI is 4%, then on July 1, 2022, the minimum balance required before distributions can be made may be $1,040,000. If then on December 31, 2022, the CPI is 3%, then on July 1, 2023, the minimum balance may be $1,071,200. Annual increases are set at the discretion of the Trustee to retain the purchasing power of the Trust Estate.

(2) The minimum balance targeted to be held may be reduced by the amount utilized for a purchase of Real Property as identified in 5.E. below.

5.C. Gifts and Additions to the Trust.

(1) Any gifts that are an addition to the Trust principal shall raise the targeted balance to be held from its existing level. In the above example, a gift of $5,000 to the initial Trust balance would require a minimum balance of $1,045,000 on July 1, 2022 and be included in subsequent minimum balances thereafter.

(2) Any gift that is not liquid or having a cash equivalency may be converted to a more liquid form at the discretion of the Trustees with the exception of real property.

(3) Gifts of real property to the Trust shall be sold and converted to liquid assets as soon as practical.

5.D. Annual Report of Projected Distributions. Each May, the Trustees shall report to the Gilmour Council, the projected amount to be distributed and the timing of said distributions in the next fraternal year.

5.E. Discretionary Distributions of Income and Principal.

(1) The trustees shall pay on behalf of the Gilmour Council, in equal or unequal distributions, such part of the net income of the Trust Estate in such a manner as the Trustee shall team advisable, in the Trustee’s sole and absolute discretion. In addition, the Trustees may distribute on behalf of Gilmour Council, in equal or unequal distributions on a quarterly basis, as much of the principle of the Trust Estate, as such trustees may determine advisable.

(2) It is the initial goal of the Trust that Trustees shall invest at such a risk level as to provide for annual distributions of a minimum of $50,000 subject to the above terms for minimum principal balances. As the principal increases, so should this goal.

(3) If the Trustees believe a larger distribution is appropriate, they may make larger distributions subject to the above terms for minimum principal balances.

(4) If the Gilmour Inc. Board of Directors shall elect to purchase Real Property that will be utilized as the Gilmour Council #310 meeting place, the Trustees shall distribute up to $384,000 toward the cost of the Real Property for that purpose. That is the amount that was gained from the sale of the prior Real Property and used as part of the initial funding of this Trust.

(5) Should the initial funding amount, as identified in 5.B. above, be less than one-million dollars ($1,000,000) the amount available for the purchase of Real Property shall be reduced from $384,000 by the amount of the shortage.

(6) As a guide to the Trustee, in the administration of discretionary trusts:

(a) It is the Trust’s purpose to provide continual funding as an adjunct to the Gilmour Council’s work via disbursements of the earnings of this Trust.

(b) The Trust’s principal and any subsequent gifts to the Trust are to be invested to provide growth of principal and to increase earnings.

(c) The Trustees shall be permitted to hire and fire any necessary and appropriate legal, financial, accounting or other professionals required and to pay them from the Trust.

(d) In making discretionary distributions, the trustee may take into consideration, to the extent the trustee shall deem advisable, any income, or other resources of the Gilmour Council, outside of said Trust, known to the Trustee and reasonably available for these purposes. It is Settlor’s express desire, that the Trustee also take into consideration the future probable needs of the Gilmour Council prior to making any discretionary distributions hereunder.

5.F. Forced Division of the Gilmour Council Itself. Gilmour Council #310 serves St. Francis of Assisi Parish, St. Paschal Baylon Parish, and the Church of St. Clare. It is understood that the Knights of Columbus Supreme Council prefers each parish to have its own council.

Should a division of the Gilmour Council #310 be required by a future mandate of a superior council (i.e. Supreme Council or Ohio State Council), the Trust shall be divided equally among the mandated parish councils, to be controlled by those parish councils for the primary benefit of that corresponding parish in like manner and form as that set forth above. Such division shall be made on the 1st of July following the date of the one-year anniversary of each new parish Council’s founding should that Council prove viable. A viable Council is defined as a Council that meets structural and membership requirements of the Knights of Columbus, has elected officers, and meets at least monthly. In the aftermath of any such forced division, the trustees of the new trust entities shall be responsible for any required filings with the Internal Revenue Service and the State of Ohio.