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THE
GULF COAST SECTION SOCIETY
OF ECONOMIC PALEONTOLOGISTS AND MINERALOGISTS FOUNDATION
THIS
DECLARATION OF TRUST AND AGREEMENT made and entered into this 3rd
day of October, 1981, by and between the Gulf Coast Section of the Society
of Economic Paleontologists and Mineralogists, Inc., a Texas corporation
(hereinafter called the "GCSSEPM"), and the three individuals
hereinafter named, and their successors, as Trustees, IN TRUST, nevertheless,
for the purposes and objects as hereinafter set forth;
WITNESSETH:
WHEREAS,
the GCSSEPM desires to establish a trust for educational, scientific (including
research), and charitable purposes;
NOW,
THERFORE, for and in consideration of the accomplishment of the objects
and purposes as hereinafter expressed, this trust, to be known as THE
GULF COAST SECTION OF THE SOCIETY OF ECONOMIC PALEONTOLOGISTS AND MINERALOGISTS
FOUNDATION, is hereby created subject to the following terms and conditions:
ARTICLE
I
Trustees
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a)
This trust shall be administered by three (3) Trustees. The initial
Trustees shall be the following individuals:
John
B. Dunlap, Chairman
Claude
M. Quigley
Doris
M. Curtis
b) Should any trustee be terminated by the Executive Council of the
GCSSEPM or for any reason cease to serve, a successor Trustee shall
be appointed by the Executive Council of the GCSSEPM by an appropriate
written instrument.
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The
Trustees shall designate one of their number as Chairman. Such Chairman,
on behalf of the Trustees, shall be authorized to execute all instruments
requiring execution by the Trustees.
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The
Trustees are empowered to formulate and adopt such rules, regulations,
and practices relative to the conduct of the affairs of the Trust
as they shall deem necessary or expedient fully to carry out its purposes
as herein expressed and shall further have the power to delegate authority
to perform ministerial or administrative duties upon such person or
persons as they may see fit.
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The
Trustees and this Foundation shall be autonomous and independent from
the control or supervision of the GCSSEPM or any of its officers or
of any other person, firm, or corporation. The Trustees shall have
the authority to employ such agents, employees, investment counsel,
attorneys, accountants, or other persons as the Trustees deem necessary
or advisable, with he compensation for their services to be paid from
the assets or income of the Trust.
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Any
Trustee may resign at any time.
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All
powers herein vested in the Trustees may be exercised by a majority
of the Trustees.
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The
word "Trustees", as hereinafter used, refers not only to
the original Trustees herein named, but also to all successor Trustees.
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The
Trustees shall keep books and records that are adequate to reflect
fully all of the transactions of the Trust and the Trustees, and submit
the same to the Executive Council of the GCSSEPM.
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Except
for gross negligence or malfeasance, the Trustees shall not be liable
for the making, retention or sale of any investment or reinvestment
made as herein provided, or for failure to invest or reinvest, or
for any loss to or diminishment of the Trust assets for any cause,
matter, or action taken or not taken with respect to the Trust.
ARTICLE
II
Purpose
and Objects of Trust
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The
primary purpose in establishing this Foundation is to establish
a permanent entity to conduct, exclusively within the meaning of
Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding
provisions of any future United States Internal Revenue Law), educational,
charitable, and scientific activities related to or allied with
the field of stratigraphy especially as it relates to petroleum
geology. Without intending to narrowly restrict or limit the Trustees
in the administration and conduct of the affairs of the Foundation,
among the activities which the Foundation may engage are:
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the
conduct of research, both directly and through the promotion,
assistance, encouragement, support, and furtherance of studies
and research in the field of stratigraphy and in science related
thereto;
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the
dissemination of information relating to stratigraphy and related
field, through lectures, seminars, research conferences, symposia,
publications, educational courses, teaching aids, and by other
means and materials;
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to
carry on programs of continuing education in stratigraphy and
related studies;
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to
assist in career guidance to persons interested in stratigraphy
and related studies;
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to
assist public and private schools (elementary and secondary)
and colleges and universities and technical schools in teaching
and education in the field of stratigraphy and related fields;
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to
work with and support (including contributions from the Foundation)
other organizations with similar objectives which are in themselves
tax-exempt educational or scientific organizations under the
Internal Revenue Code.
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In
limitation of all other provisions herein:
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All
funds, properties, and assets of the Trust shall be used exclusively
for the scientific or educational purposes herein specified
and for no other purposes.
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No
part of the principal or net earnings of the Trust shall inure
to the benefit of any private shareholder, individual, firm,
or corporation.
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No
part of the activities of the Trust shall included carrying
on propaganda, or otherwise attempting, to influence legislation,
and the Trust shall not participate in, or intervene in (including
the publishing or distribution statements), any political campaign
on behalf of any candidate for public office.
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The
trustees shall serve without compensation but they shall be reimbursed
for their reasonable out-of-pocket expenses of performing their
duties as Trustees.
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The
Trustees are authorized to incur and pay necessary costs and expenses
of administering the fund as the Trustees may deem necessary to
accomplish the purposes herein set out.
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The
information and results obtained from any research or scientific
work and study carried on or fostered by the Trust shall be made
freely available to the general public on a nondiscriminatory basis.
ARTICLE
III
Trust
Fund
It
is contemplated that from time to time persons or corporations interested
in the objects and purposes of the Trust will make inter vivos
or testamentary contributions in cash or property to the Trust. Any
funds or contributions in cash or in kind so made shall be received
by the Trustees and thereafter by the Trustees managed and invested
as herein set forth. The Trustees shall send a written acknowledgment
of each contribution to the donor and to other appropriate interested
parties.
ARTICLE
IV
Investment
of Trust Funds and
Authority of Trustees
With
respect to the management of the Trust, the character of and the manner
of making investments and reinvestments of Trust funds, the sale, conveyance,
or transfer of Trust property and the power and duties of the Trustees,
the provisions of the Texas Trust Act, Article 7425b of V.A.T.S. as
now in force or as may hereafter be amended shall govern except as they
may be modified or limited by the provisions of the Agreement. The Trustees
are specifically authorized to invest in mutual funds.
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The
parties hereto hereby declare that it is intended that the Trustees
shall not unreasonably accumulate income. Furthermore, the expenditures
for the purposes herein specified shall not be limited solely to
income from trust investments. Accordingly, the Trustees in their
discretion may, but shall not be required to, expend all contributions
made to the Trust.
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The
Trustees shall never incur any liabilities in excess of the fair
value of the funds or property held by them.
ARTICLE
V
Term
of Trust
It
is intended that this Trust shall be a permanent Trust.
ARTICLE
VI
Miscellaneous
Provisions
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The
parties hereto declare that it is not intended that this Trust shall
be revoked, but in the event of the dissolution of the Trust, the
Trustees shall, after paying or making provision for the payment
of any liabilities of the Foundation, dispose of all the assets
of the Foundation exclusively for the purposes of the Foundation
in such manner, or to such organization or organizations organized
and operated exclusively for charitable, educational, or scientific
purposes as shall at that time qualify as an exempt organization
or organizations under section 501(c)(3) of the Internal Revenue
Code of 1954 (or the corresponding provision of any future United
States Internal Revenue Law), as the Trustees shall determine. Any
such assets not so disposed of shall be disposed of by the Court
of Common Pleas on any county in which the principal office of the
Trust 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.
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No
portion of the Trust funds, properties, or assets shall ever revert
or revest in any grantor or donor by operation of law or otherwise.
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The
Attorney General of the State of Texas is hereby authorized to enforce
the purposes and objects of this Trust by appropriate judicial proceedings.
IN
WITNESS WHEREOF, the parties have caused this instrument to be executed
the day and year first above written.
GULF
COAST SECTION OF THE SOCIETY OF ECONOMIC
PALEONTOLOGISTS AND MINERALOGISTS, INC
By:
Bob F. Perkins, President
By:
William P.S. Ventress, President Elect
By:
Don G. Bebout, Vice President
By:
Sheila C. Barnette, Secretary
By:
Ted Karmen, Treasurer
By:
Gene B. Martin, Past President
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