This Amendment and Restatement of Declaration of Trust (this “Agreement”) effective as of May 15, 2021, is made by The Connecticut Society of Certified Public Accountants Incorporated (the “Society”) and Ralph Anderson, Michael Cefole, Michael Delaney, Brad Oatley, Lany Pfeifer and Stefan Prins, who are the current trustees (the “Trustees”) of The Connecticut Society of Certified Public Accountants Accounting Scholarship Foundation (the “Trust”).
1. John S. Roth, J. William Hope, Lewis Sagal, Milton H. Friedberg and Charles F. Coates, past presidents of the Society, were appointed by the President of the Society to serve as the original trustees of the Trust commencing on June 1, 1952.
2. The original trustees of the Trust and the President and Secretary of the Society executed a Declaration of Trust dated June 9, 1952 (the "Trust Declaration").
3. Paragraph 30 of the Trust Declaration provides that the Trust Declaration may be amended, upon recommendation of the Trustees, by majority vote of the members of the Society voting at the annual meeting of the Society.
4. At the May 17, 2005 annual meeting of the Society, the members of the Society voted to amend the Trust Declaration.
5. At the May 16, 2018 annual meeting of the Society, the members of the Society voted to amend and restate the Trust Declaration.
THEREFORE, the Trustees and the Society agree to amend and restate the Trust Declaration so that it reads in its entirety as follows:
- Name of Trust. The name of the Trust going forward from May 16, 2018 shall be The Connecticut Society of Certified Public Accountants (CTCPA) Accounting Scholarship Foundation (the Foundation), and so far as practicable the Trustees shall conduct the activities of the Foundation in that name.
- Purpose of the Foundation. The Foundation was created, has been operated, and shall be operated exclusively for religious, charitable, scientific, and/or educational purposes, entitling the Foundation to exemption from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code"), by donating or applying its funds to or for the benefit of religious, charitable, scientific, and/or educational organizations or purposes, and more particularly to:
a. Foster education consistent with becoming a Certified Public Accountant at institutions of higher learning located in the state of Connecticut in order to maintain at a high level the standing of the Certified Public Accountant;
b. Assist persons of academic achievement and good character to obtain a post-secondary education in accounting and encourage them to become members of the accounting profession;
c. Create and establish scholarships, fellowships, and other methods of improving the education and techniques of prospective members of the accounting profession in the state of Connecticut.
No part of the Foundation (as defined below) shall ever inure to the benefit of any private individual. No part of the activities of the Foundation shall be legislative (as described in Section 501(h) of the Code), and the Foundation shall never participate in any political campaign on behalf of or against any candidate for public office. Any provision of this Agreement to the contrary notwithstanding, the Foundation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization which is exempt from taxation under Section 501(c)(3) of the Code or by an organization to which donations are deductible under Section 170(c)(2) of the Code.
- Foundation. The Trustees may receive donations from the Society or any of its members, or from any other source in cash or in other property acceptable to them. The existing corpus of the Foundation, together with all donations received, and the income earned thereon, are referred to in this Agreement collectively as the "Foundation." Gains or losses of the Foundation, both realized and unrealized, shall be credited or charged to income. Any income unexpended at the close of any fiscal year shall be added to the corpus of the Foundation, unless the Trustees, within one hundred twenty (120) days after the close of the fiscal year, otherwise direct. The Foundation shall be held, managed, administered and paid out by the Trustees under the terms of this Agreement. The Trustees may accept donations which restrict their uses and purposes (as long as such restrictions are within the uses and purposes set forth in Paragraph 2), and which limit the time, manner, amount or other terms of distribution; but, unless otherwise specifically required, the Trustees may co-mingle such restricted donations with other assets of the Foundation .
- Use of Foundation; Private Foundation Restrictions. The Trustees shall apply the Foundation at such times, in such manner, and in such amounts as they may determine, or as may be required by restricted donations, to the uses and purposes set forth in Paragraph 2. If the Foundation becomes a private foundation (as defined in §509 of the Code), the Foundation must distribute its income for each taxable year in a way that will not subject it to tax under §4942 of the Code. The Foundation shall not self deal (as defined in §4941(d) of the Code), shall not retain excess business holdings (as defined in §4943(c) of the Code), shall not make investments which will subject the Foundation to tax under §4944 of the Code, and shall not make any taxable expenditures (as defined in §4945(d) of the Code).
a. Number and Appointment. The number of persons serving as Trustees at any time shall be seven (7). The President of the Society (the “President”) shall be an ex-officio Trustee, and shall be a non-voting Trustee, except as otherwise specified in this Agreement. The Trustees shall be appointed by the President, with preference given to past presidents and past members of the Board of Directors of the Society (the “Board of Directors”).
b. Term; Term Limits; Staggered Terms. The following provisions shall apply to those persons appointed as Trustees of the Foundation on and after the effective date of this Agreement. Trustees shall hold office for an initial term of three (3) years and thereafter until their successors are properly appointed and qualified. Trustees may serve one (1) additional consecutive three (3) year term; for a total of six (6) years. The total number of Trustees shall be divided into three groups, with each group containing approximately the same percentage of the total number of Trustees, as near as may be. The terms of Trustees in the first group shall expire at the 2021 annual meeting of the Society, the terms of the second group of Trustees shall expire at the 2022 annual meeting of the Society, and the terms of the third group of Trustees shall expire at the 2023 annual meeting of Society. Thereafter, the President shall appoint Trustees to serve a term of three years to succeed those whose terms expire at each annual meeting of the Society.
c. Resignation; Removal; Vacancies. Any Trustee may resign from office at any time, or be removed with or without cause in the manner specified in this subparagraph. The removal of a Trustee shall require the vote of the President and three-fourths (3/4) of the persons then serving as Trustees. The resignation or removal of a Trustee, and the appointment of successor Trustees shall be made by an instrument in writing. The President shall appoint replacement or successor Trustees in the event of a vacancy arising as the result of the death, disability, resignation or removal of a Trustee, but the other Trustees may act notwithstanding the existence of any vacancy so long as there shall continue to be at least one (1) Trustee then serving. Every successor or replacement Trustee shall have the same powers and duties as those conferred upon the Trustees named in this Agreement.
d. Quorum and Voting Requirements. A majority of the Trustees shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the Trustees shall be required for any decision or action by the Trustees; provided, however, that the following four (4) matters shall require the vote of three-fourths (3/4) of the persons then serving as Trustees: (i) the removal of a Trustee (which shall also require the vote of the President), (ii) amendments to this Agreement (which shall also require the vote of the majority of the members of the Society attending the annual meeting of the Society) (iii) a decision to terminate the Foundation (which shall also require the vote of the majority of the members of the Society attending the annual meeting of the Society), or (iv) a decision to form a corporation to act as successor to the Foundation (which shall also require the vote of the majority of the members of the Society attending the annual meeting of the Society).
e. Chair. The Trustees shall elect from their number a Chair and may adopt such rules of procedure and elect such other officers as they may find necessary and proper for the administration of the Foundation. The Chair shall act as the chief administrator of the financial, business, reporting and other affairs and obligations of the Foundation. In case of the death, incapacity or resignation of the Chair, any two Trustees, or the President, in that order, shall be authorized to call a meeting of the Trustees.
- Trustee's Powers. In the administration of the Foundation and of the Foundation Fund, the Trustees shall have all the powers and authority necessary or available to carry out the purposes of the Foundation and, without limiting the generality of the foregoing, shall have the following powers and authority, all subject, however, to the condition that no power or authority shall be exercised by the Trustees in any manner or for any purposes which may not be exercised by an organization which is exempt from taxation under Section 501(c)(3) of the Code or by an organization to which donations are deductible under Sections 170(c)(2) of the Code:
a. To receive the income, profits, rents and proceeds of the Foundation;
b. To purchase, subscribe for, retain, invest, and reinvest in securities or other property wherever situated, and without any requirement for diversification as to kind or amount. The words "securities or other property" as used in this Agreement shall be deemed to include real or personal property, corporate shares, common or preferred, or any other interest in any corporation, association, limited liability company, investment trust or investment company, bonds, notes, debentures, or other evidences of indebtedness or ownership, secured or unsecured, even though the same may not be legal investments for a Trustee under the applicable laws of the State of Connecticut;
c. To sell for cash or on credit, convert, redeem, exchange for other securities or other property, or otherwise dispose of, any securities or other property at any time held by them;
d. To alter, repair, improve, erect buildings upon, demolish, manage, partition, mortgage, lease, exchange, grant options to lease or buy, and sell or dispose of, at public or private sale, and upon such conditions and such terms as to cash and credit as they may deem advisable, real property;
e. To pay all administration expenses of the Foundation and any taxes imposed upon it, and to settle, compromise or submit to arbitration any claims, mortgages, debts, or damages due or owing to or from the Foundation, to commence or defend suits or legal proceedings, and to represent the Foundation in all suits or legal proceedings;
f. To exercise any conversion privilege or subscription right available in connection with any securities or other property; to consent to the reorganization, consolidation, merger or readjustment of the finances of any corporation, company or association or to the sale, mortgage, pledge, or lease of the property of any corporation, company, or association any of the securities of which at any time be held by them, and to do any act, including the exercise of options, the making of agreements or subscriptions, and the payment of expenses, assessments, or subscriptions, which may be deemed necessary or advisable, and to hold and retain any securities or other property which they may so acquire;
g. To vote personally, or by general or limited proxy, any shares of stock, and similarly to exercise personally, or by general or by limited power of attorney, any right appurtenant to any securities or other property;
h. To borrow money in such amounts and upon such terms and conditions as shall be deemed advisable or proper to carry out the purpose of the Foundation and to pledge any securities or other property for the repayment of any such loan;
i. To hold part or all of the Foundation uninvested;
j. To employ suitable accountants, agents, counsel, advisors and custodians and to pay their reasonable expenses and compensation;
k. To register any securities held by them in their own name, or to the extent permitted by law, in the name of a nominee, with or without the addition of words indicating that such securities are held in a fiduciary capacity and to hold any securities unregistered or in bearer form; and
l. To make, execute, and deliver all instruments necessary or proper for the accomplishment of the purpose of the Foundation or any of the foregoing powers, including deeds, bills of sale, transfers, leases, mortgages, security agreements, assignments, conveyances, contracts, purchase agreements, waivers, releases, and settlements.
- Fiscal Year. The fiscal year of the Foundation shall coincide with the fiscal year of the Society.
- Bond and Compensation. The Trustees shall furnish such proof of bond or similar coverage as the Board of Directors may require. No part of the Foundation shall inure to the benefit of any Trustee or other individual, and no Trustee shall receive compensation for acting as a Trustee. All expenses of the Foundation or of any Trustee in furthering the purposes of the Trust shall be paid by the Trustees from the Foundation. The Society shall provide administrative support to the Foundation at no cost to the Foundation.
- Accounting by Trustees. The Trustees shall report concerning their administration of the Foundation to the Board of Directors at least annually and shall prepare and file as often as required state and federal tax returns, notices, or other documents, and shall take all other actions as are required by state or federal law with respect to the proper operation and administration of the Foundation and its fund. The books and records of the Foundation shall be audited annually by the auditor of the Society at the Society’s expense.
- Liability of Trustees. No Trustee shall be answerable for loss on investments made in good faith. No Trustee shall be liable for the acts or omissions of any other Trustee, or of any accountant, agent, counsel, or custodian selected with reasonable care. Each Trustee shall be fully protected in acting upon any instrument, certificate, or paper believed by such Trustee to be genuine and to be signed or presented by the proper person or persons, and no Trustee shall be under any duty to make any investigation or inquiry as to any statement contained in such writing but may accept the same as conclusive evidence of the truth and accuracy of the statement.
- Amendment. This Agreement may be amended or modified from time to time by the Trustees and the Society (as set forth in subparagraph 5(d) above) whenever necessary or advisable for the more convenient or efficient administration of the Foundation or to enable the Trustees to carry out the purpose of the Foundation more effectively; provided, however, that no such amendment or modification shall be adopted which will affect the exempt status of the Foundation under Section 501(c)(3) of the Code. Every amendment or modification of this Agreement shall be in writing and shall be signed by each of the Trustees then in office and by the Society.
- Irrevocability and Termination. The Foundation established by this Agreement shall be irrevocable, but may be terminated at any time by the affirmative vote of the Trustees (as set forth in subparagraph 5(d) above). Upon any such termination, the assets remaining after payment of all liabilities shall be distributed in the amounts and proportions determined by the Trustees to such charitable, educational, religious and/or scientific organizations exempt from taxation under §501(c)(3) of the Code as may be selected by the Trustees the purpose and mission of which are substantially the same as those of the Foundation or the Society. Any remaining assets not so disposed of by the Trustees shall be disposed of by a court having jurisdiction over the Foundation in the state of Connecticut, exclusively for exempt purposes, or to such organization or organizations as the court shall determine, which are organized and operated for substantially the same purposes as the Foundation or the Society.
- Creation of Corporation. The Trustees and the Society are empowered (by the affirmative vote required under subparagraph 5(d) above), if they desire to do so, to form and organize a corporation for the purposes provided for by this Agreement, such corporation to be organized under the laws of the State of Connecticut; such corporation when organized to have power to administer and control the affairs and property, and to carry out the purposes of, this Foundation. Such corporation, if organized, shall be named The Connecticut Society of Certified Public Accountants (CTCPA) Accounting Scholarship Foundation (the Foundation), Inc. Upon the creation and organization of such corporation, the Trustees are authorized to convey to such corporation all the property and assets to which the Foundation may be or may become entitled. It is the purpose of this provision that such corporation, if incorporated and organized as provided in this paragraph, shall take the place of the Trustees 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 shall be the incorporators of such corporation, together with such other persons as may be chosen by them for such purpose; and the Trustees shall constitute and act as the first Board of Directors of such corporation, together with such other persons as the Trustees may select. The certificate of incorporation, the by-laws, and other provisions for the management of such corporation and its affairs and property shall be such as the Trustees shall determine; provided, however, that such corporation shall be organized and operated so as to qualify for exemption from taxation under Section 501(c)(3) of the Code.
- Code References. All references to Sections of the Code are to be construed as references to those Sections as they may be amended from time to time, or to the corresponding provisions of whatever revenue laws of the United States shall be in force from time to time.
- Headings. The headings and captions to the Paragraphs and Subparagraphs of this Agreement are: (a) inserted for purposes of convenience only; (b) not part of this Agreement; and (c) to be given no force or effect in construing this Agreement or any of its provisions.
- Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument.
- Situs; Governing Law. This Agreement is executed and delivered in the state of Connecticut, and it shall be governed by and construed in accordance with the law of the State of Connecticut without reference to the conflict of laws principles thereof.
IN WITNESS WHEREOF, the Trustees and the Society have signed this Agreement effective as of the date first above written.