St. Botolph Club Foundation

RESTATEMENT OF DECLARATION OF TRUST
OF ST. BOTOLPH CLUB FOUNDATION

Pursuant to ARTICLE SEVENTH of a Declaration of Trust dated June 30, 1967 by Howard M. Jones, Richard D. McMullan and Walter E. Campbell, as original Trustees, Anita Lincoln of Boston, Massachusetts, Allan M. Green of Cambridge, Massachusetts, Lois Lowry of Boston, Massachusetts, Micheline Jedrey of Newton, Massachusetts, Gregory Maguire of Concord, Massachusetts, Kathryn Lasky of Cambridge, Massachusetts, Jeannette Taylor of Concord, Massachusetts, Adelaide MacMurray-Cooper of Cambridge, Massachusetts, James Woodman of Cambridge, Massachusetts, Holly Zagaria of Wakefield, Massachusetts, Nan Tull of Boston, Massachusetts, Yu-Wen Wu of Wayland, Massachusetts, Carol Daynard of Boston, Massachusetts, Ruth Fields of Cambridge, Massachusetts, Liisa Kisssel of Boston, Massachusetts, and Stephen Friedlaender of Cambridge, Massachusetts, the current Trustees (hereinafter referred to as the “Trustees”), hereby amend and restate the said Declaration of Trust, known as St. Botolph Club Foundation (the “Trust” or the “Foundation”), in its entirety as follows:

ARTICLE FIRST: The title to this trust shall be ST. BOTOLPH CHARITABLE FOUNDATION. It is established as a perpetual charitable foundation. The principal office of the Foundation will be in Boston, Massachusetts. The Foundation shall at all times be operated in accordance with the charitable purposes described herein and in a manner independent of any other person or entity, including but not limited to the St. Botolph Club.

ARTICLE SECOND: The Trustees may receive and accept property, whether real, personal, or mixed, by way of gift, bequest or devise from any person, firm, trust or corporation, to be held, administered and disposed of in accordance with and pursuant to the provisions of this restated Declaration of Trust; but no gift, bequest, or devise of any such property shall be received if it be conditioned or limited in such manner as shall require the disposition of the income or principal otherwise than as provided in ARTICLE SECOND of this restated Declaration of Trust.

ARTICLE THIRD: The Trustees shall, after payment of debts and expenses, pay and apply annually or oftener all of the net income and any part of the principal (or the whole thereof) of the property of the Foundation to charitable, literary or educational purposes, in such amounts as the Trustees in their sole discretion shall determine, as follows:

(A) The Trustees shall encourage the creative arts by making grants on the following terms and conditions:

a. Grants shall be made to writers, composers, painters, sculptors and other creative artists of accomplishment and promise, native to or primarily associated with New England, and in each case, to one to whom the award will have meaning.

b. Such grants shall be made for the purpose of assisting individuals who are in need of funds to carry on their creative efforts, to conduct research or to initiate, develop or complete creative works.

c. Such grants shall be made unconditional in that the results of the research and rights to the artistic work shall belong to the recipient of the grant; however, recipients of grants shall agree to permit their work to be made available for the benefit of the public in ways customary and appropriate in each case.

d. Members of the St. Botolph Club will not be eligible for grants.

2. The Trustees shall preserve and protect the historic exterior and other decorative and architectural elements of the property located at 199 Commonwealth Avenue and its collection of art works to perpetuate the education of posterity with regard to the architectural, historic and general cultural heritage of the St. Botolph Club and with regard to other properties located in the Back Bay area of Boston for the benefit of the community.

Notwithstanding any other provision of this Declaration of Trust, no payment or application under this ARTICLE THIRD shall be made to or for any purpose which is not exempt from taxation under section 501(c)(3) of the Internal Revenue Code of 1986 as now in force or as afterwards amended (the “Code”).

ARTICLE FOURTH: No part of the principal or net earnings of this Trust shall inure or be payable to or for the benefit of any private shareholder, individual, or contributor and no substantial part of the activities of this Foundation shall be carrying on of propaganda or otherwise attempting to influence legislation or participation in, or intervention in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office.

ARTICLE FIFTH: The purposes of this Foundation being charitable, and it being thus not subject to the rule against perpetuities, the duration of the Foundation shall be perpetual unless the Foundation shall be terminated and the remaining principal and the income, if any, of the property of the Foundation distributed: (i) as provided in ARTICLE THIRD of this Declaration of Trust; (ii) to The Boston Foundation, Inc., a Massachusetts nonprofit corporation exempt from federal income tax under section 501(a) of the Code by reason of being described in section 501(c)(3) of the Code, to establish a fund with annual distributions that accomplish the purposes of ARTICLE THIRD; (iii) to one or more charitable organizations described in said section 501(c)(3) of the Code that are organized and operated for charitable purposes similar to those of the Foundation and that may receive contributions deductible under section 170 of the Code; or (iv) a combination of (i), (ii), and/or (iii).

ARTICLE SIXTH:
(A) The Foundation shall be administered and governed by two or more Trustees, who shall, in addition to and not in limitation of all common law and statutory authority, have the powers set forth in ARTICLE THIRD hereof and elsewhere herein, which powers shall continue after the date of the termination of this Foundation for the purposes of distribution. The Trustees shall have power to make such reasonable regulations as they deem necessary or appropriate for the selection of individuals to receive grants, including provision for a Committee or Committees to make recommendations to the Trustees with respect to such selections, and for the expenditure of funds to support the exterior and other decorative architectural elements of the historic property at 199 Commonwealth Avenue.

(B) Trustees shall not be required to also be voting members of the St. Botolph Club.

(C) Successor or additional Trustees shall be appointed as follows:

a. Two-thirds of the Trustees, or if there is only one Trustee, such Trustee, may at any time and from time to time appoint one or more additional or successor Trustees. Each such appointment shall be made in writing and shall become effective upon written acceptance delivered to the Trustee or Trustees theretofore acting.

b. If the Foundation ceases to have a qualified Trustee, the Senior Judge of Probate of Suffolk County, Commonwealth of Massachusetts, shall appoint a successor Trustee or Trustees upon the petition of the Attorney General or any other interested party.

(D) Any Trustee shall cease to be a Trustee when his or her resignation has been delivered (1) to another Trustee, or (2) to the Attorney General of the Commonwealth of Massachusetts or person succeeding to the powers and duties of that office in the event there is no other Trustee, provided always that no resignation shall become effective at the time when or in a manner in which the same is contrary to law.

(E) If a Trustee shall be declared legally incompetent by the court of competent jurisdiction, he shall thereupon forthwith cease to be a trustee hereunder.

(F) Any Trustee may be removed as Trustee by an instrument executed by at least two-thirds of the remaining Trustees; provided, however, that if at any time there are only two Trustees, neither may remove the other.

(G) In general the Trustees shall act by a majority except as otherwise provided herein.
(1) A majority of the Trustees may at any time and from time to time delegate any of their powers and duties and a majority of the Trustees may revoke any such delegation. Such a delegation may be made to any person or persons including Trustees. The Trustees may delegate to any one of their number, the power to open, maintain, manage, add to, withdraw from and otherwise deal with bank accounts on his or her signature. Any person or corporation dealing with the Trustees or the Trust Property can rely on a certification by any Trustee that any Trustees have been so delegated.

(2) Any delegation of the Trustees’ powers and duties may be accompanied by the designation of an appropriate officer by title such as “President”, “Secretary” and the like.

(3) The Trustees may adopt bylaws to govern their meetings and activities and may specify duties to be performed by persons given titles as officers.

ARTICLE SEVENTH: This Declaration of Trust may be amended at any time or times by written instrument or instruments signed by two-thirds of the Trustees then in office, provided that no amendment shall authorize the Trustees to conduct the affairs of the Foundation in any manner or for any purpose contrary to the provisions of section 501(c) (3) of the Code. All instruments amending this Declaration of Trust shall be noted upon or kept attached to the executed original of the Declaration of Trust held by the Trustees.

ARTICLE EIGHTH: In furtherance of and consistent with the exempt purposes of the Foundation, the Trustees, in addition to and not in limitation of all common law and statutory authority, shall have power, as to any real or personal property in the trust fund or in any part thereof, to mortgage, to lease with or without option to purchase, to sell in whole or in part at public or at private sale without approval of any court and without liability upon any person dealing with the Trustees to see to the application of any money or other property delivered to it; to exchange property for other property, provided that no sale, mortgage, lease or exchange shall be made for less than the adequate consideration in money or money’s worth; to invest in any Common Trust Fund; to retain any security originally transferred to them and to retain and invest and reinvest in securities or properties although a kind or in an amount which ordinarily would not be considered suitable for trust investment, intending hereby to authorize the Trustees to act in such manner as they shall believe to be for the best interests of the Foundation, regarding it as a whole even though particular investments might not otherwise be proper; to hold securities or other property in the name of a nominee or nominees; to determine what shall be charged or credited to income and what principal not withstanding any determination by the courts, and to decide whether or not to make deductions from income for depreciation, obsolescence, amortization or waste and in what amount, and to participate in such manner as the Trustees deem proper in any reorganization, merger, or consolidation affecting any of the trust property. Notwithstanding anything to the contrary herein provided, the Trustees shall not loan any portion of the income or the principal of the trust property to any contributor under any circumstances. The donative purpose of any gift shall be respected by the Trustees, and funds given for specific purposes shall be held exclusively for those purposes. For investment purposes, the Trustees may in their discretion hold any designated gift segregated, or may combine it with the general funds of the Foundation and allot to it a proportional share of income.

ARTICLE NINTH: The Trustees shall not be entitled to any compensation for serving as Trustees but shall be reimbursed for all reasonable expenses incurred by them in administering the Trust.

ARTICLE TENTH: The Trustees may employ counsel concerning any question which may arise with reference to the interpretation and/or operation of this Declaration of Trust. Any one of the Trustees is specifically authorized to grant such powers of attorney as he or she shall deem proper.

ARTICLE ELEVENTH: The Trustees shall render an account annually to the division of Public Charities in the Department of the Attorney General of Massachusetts, or to such public officer or body as may exercise substantially the present functions of such Division in the supervision of the public charitable trusts. In the discretion of the Trustees, such account may be audited by a certified public accountant whose reasonable compensation shall be charged to the Foundation.

ARTICLE TWELFTH: No Trustee shall be liable hereunder except for his or her own negligence or willful misconduct. No Trustee shall be liable for interest on cash balance.

ARTICLE THIRTEENTH: Any corporation or other organization transferring stock, or any person dealing with the trust or with the Trustees may always rely upon a certificate signed by any one of the Trustees as to who are the Trustees hereunder and what amendments have been made to the Trust.

ARTICLE FOURTEENTH:

(1) This Declaration of Trust and the Trust created pursuant thereto shall be constructed and interpreted under the laws of the Commonwealth of Massachusetts.

(2) References in this instrument to the holding of property by the Foundation and to powers of the Foundation are made for convenience and are not intended in any way to indicate that property and power shall not vest in the Trustees as such with all the rights and powers generally possessed by Trustees, except as limited hereunder.”