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Title Holding Trust

DECLARATION OF TRUST OF THE

SANTA FE MONTHLY MEETING OF THE

RELIGIOUS SOCIETY OF FRIENDS (QUAKERS)

TITLE-HOLDING TRUST

 

This Declaration of Trust is made the date set out below by Guthrie Miller, as settlor, and Robert S. Gaines, Marguerite Kearns, and Jennifer Wellington White, as initial trustees.

I. NAME AND PURPOSES OF THE TRUST

A. Name. This trust shall be known as the "Santa Fe Monthly Meeting of the Religious Society of Friends (Quakers) Title-Holding Trust,” which is referred to below as the “Trust.”

B. Purpose. The purpose of the Trust is to hold title to property for the use and benefit of the Santa Fe Monthly Meeting of the Religious Society of Friends (Quakers), which is sometimes referred to below as the “Meeting” or as the Beneficiary. As of the date of this Declaration, the Meeting is an unincorporated association which has not filed Articles of Association under NMSA 1978, Sections 53-10-1, et seq., and is not, or may not be, a legal entity with the capacity to hold title to property as an association.

 

II. TRUST PROPERTY

A. Initial Trust Property. Guthrie Miller delivers to the trustee, in trust, the property listed on Schedule A to this Declaration, and the Trustees acknowledge receipt of and accept the property described in that schedule.

B. Additions to Trust Property. The Trustees are expressly authorized to accept additions to the Trust property if the Trustees deem it in the interests of the Beneficiary to do so. Such additions may include, but are not limited to, funds provided by the Beneficiary or any other person to defray the expenses of the Trust. The property described on Schedule A and any additions to the Trust property acceptable to the Trustees shall constitute the trust estate and shall be held, administered and distributed as provided in this Declaration.

C. Management for Beneficiary. The Trustees shall hold and manage the Trust estate for the benefit of the Beneficiary. The Trustees shall pay the net income, if any, of the Trust estate to the Beneficiary at least annually. If the Beneficiary determines that it does not intend to use vacant land or other non-income producing Trust property for its own purposes, the Trustees may cause the property to be used for other charitable or religious purposes as approved by the Beneficiary, or may convey the property to an organization that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or to the City of Santa Fe or other governmental body or agency for use in furtherance of tax-exempt purposes and in conformity with any restrictive covenants and other matters affecting the property involved.

 

III. TRUSTEE'S POWERS

AND ADMINISTRATIVE PROVISIONS

A. Powers. The Trustees shall be vested with all the duties and authority provided by the New Mexico Uniform Trust Code, NMSA 1978, Sections 46A-1-101, et seq., as from time to time amended, and, whether or not provided by the New Mexico Uniform Trust Code, shall have the following powers and authorities:

(1) to acquire or retain non-income producing assets, including but not limited to real property, for the benefit of the Beneficiary. The Trustees are expressly authorized and directed to enter into and perform the Donation Agreement with the settlor, a copy of which is attached as Exhibit B.

(2) to permit the Beneficiary to use and occupy any real property or possess and enjoy any interest in tangible personal property forming part of the Trust estate upon such terms as the Trustees shall consider proper, whether rent free, or in consideration of payment of taxes, insurance, maintenance and ordinary repairs, or otherwise;

(3) to pay and to take any other appropriate action with respect to taxes, assessments and other expenses incurred in the care, administration and protection of the Trust estate;

(4) if the Beneficiary determines that it does not intend to use vacant land or other non-income producing Trust property for its own purposes, to cause the property to be used for other charitable or religious purposes as approved by the Beneficiary, or to convey the property to an organization that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or to the City of Santa Fe or other governmental body or agency for use in furtherance of tax-exempt purposes and in conformity with any restrictive covenants and other matters affecting the property involved.

B. Information and Reporting; Consultation. The Trustees shall keep the Beneficiary reasonably informed concerning the administration of the Trust and of the material facts necessary for it to protect its interests. The Trustees shall consult with the Beneficiary and may consult with other persons as appropriate with regard to the administration of the Trust. However, and the Trustees shall have sole and final discretion to act.

C. Insurance. The Trustees shall cause the Trust to insure the Trust estate against property loss and damage and to insure the Trustees, their agents and the Beneficiary, against liability arising out of the administration of the Trust in such amounts as the Trustees shall from time to time determine, but no less than as may be required by the terms of any gift of property to the Trust or purchase or mortgage of property by the Trust.

D. Action by Unanimous Decision or Majority. If the Trustees are unable to reach a unanimous decision they shall act by majority decision. A Trustee shall participate in administration of the Trust unless the Trustee is unavailable to do so because of absence, illness, disqualification, or other temporary incapacity. If a Trustee is unavailable to act because of absence, illness, disqualification, or other temporary incapacity, the remaining Trustees, or a majority of them, shall act for the Trust.

E. Resignation, Removal and Successor Trustee. A Trustee may resign by giving thirty (30) days' written notice to the Beneficiary, the settlor (if living) and all other Trustees. A Trustee shall resign promptly if requested to do so by the Beneficiary. Any vacancy in the trusteeship due to death, disability, resignation, removal, or any other cause may be filled, and if no Trustee remains in office, shall be filled by a person designated by the Business Meeting of the Beneficiary, subject to the provisions of NMSA 1978, Section 46A-7-704(D), as from time to time amended. Each successor Trustee shall serve until termination of the trust or until resignation or removal and shall have the same duties, powers and discretion as an original Trustee. No successor Trustee shall be required to inquire into or account for the acts of any predecessor Trustee. In the absence of actual knowledge of a loss and an opportunity to rectify the loss, no successor Trustee shall be liable for any act or omission of any predecessor Trustee. The terms “Trustee” and “Trustees” in this Declaration shall include the initial Trustees and all successor Trustees.

F. No Compensation of Trustees. No Trustee shall be entitled to compensation for serving as Trustee but shall be entitled to reimbursement of reasonable out-of-pocket expenses incurred in serving as Trustee. When practicable, such expenses shall be approved by the Trustees before being incurred.

G. Exoneration of Trustees. No Trustee shall be liable for loss or damage suffered by the Trust estate or the Beneficiary, except for a breach of trust committed in bad faith or with reckless indifference to the purposes of the Trust or the interests of the Beneficiary.

H. No Bond: No bond or other security shall be required of any Trustee for the performance of the Trustee's duties.

I. Service in Individual Capacity. A Trustee may be an officer of the Meeting but shall serve as Trustee individually, and not by virtue of his or her office.

J. The Trust shall be operated exclusively for nonprofit purposes within the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 as amended from time to time. No part of the income of the trust shall inure to the benefit of any trustee, of the trust, or any other private individual (except that reasonable compensation may be paid for services rendered to or for the trust effecting one or more of its purposes), and no trustee or any other private individual shall be entitled to share in the distribution of any of the trust assets on termination and dissolution of the Trust. After the payment of all debts and obligations of the Trust, its assets shall be used or distributed exclusively for purposes within those set forth in this Declaration.

 

IV. TERMINATION AND DISTRIBUTION OF TRUST ESTATE

The Trust shall continue until terminated at the discretion of the Trustees. The Trustees may terminate the Trust at such time as they determine that the Beneficiary has the legal capacity to hold title to the Trust assets, or at such later time as they may determine, or when the Trust no longer has assets. Upon termination, the Trust estate, if any, shall be distributed to the Beneficiary.

 

V. ALTERNATE BENEFICIARY

ON CESSATION OR DECISION OF DESIGNATED BENEFICIARY

A. The Santa Fe Monthly Meeting of the Religious Society of Friends (Quakers) shall be the sole beneficiary of the Trust for as long as the Meeting exists as a religious meeting. If the Meeting is laid down, or dissolved, or ceases to operate or to be recognized as a religious meeting or congregation, the Trustees shall designate another Monthly Meeting of the Religious Society of Friends (Quakers) in the State of New Mexico as the beneficiary of the Trust. If the Trustees identify an alternate beneficiary under this Article, the Trust thereafter shall continue until terminated with the meeting so identified as the beneficiary, on the terms and conditions of this Declaration.

B. Not withstanding the foregoing, if the Meeting determines that it does not intend to use vacant land or other non-income producing Trust property for its own purposes, the Trustees may cause that property to be used for other charitable or religious or other nonprofit purposes within the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 as amended from time to time, as approved by the Beneficiary, including conveyance of the property involved to an organization that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or to the City of Santa Fe or other governmental body or agency for use in furtherance of tax-exempt purposes and in conformity with any restrictive covenants and other matters affecting the property involved.

 

VI. REVOCATION AND AMENDMENT

This Trust is irrevocable. Except for modifications under NMSA 1978, Sections 46A-4-412 through 46A-4-416, due to matters such as unanticipated circumstances, inability to administer the Trust effectively, and mistakes of law or fact, this Declaration may not be amended. In no event shall any amendment alter the designation of the Beneficiary or an alternate beneficiary.

 

THIS DECLARATION OF TRUST is executed on the _______ day of December, 2008.

  

 

Guthrie Miller, Settlor

Robert S. Gaines, Trustee

Marguerite Kearns, Trustee

Jennifer Wellington White, Trustee

 

 

 

STATE OF NEW MEXICO )

) ss:

COUNTY OF SANTA FE )

 

The foregoing instrument was acknowledged before me this _____ day of December, 2008, by Guthrie Miller, as settlor, and Robert S. Gaines, Marguerite Kearns, and Jennifer Wellington White, as initial trustees.

 

 

____________________________________

Notary Public

 

My commission expires:

 

SCHEDULE A TO THE DECLARATION OF TRUST

OF THE SANTA FE MONTHLY MEETING OF THE

RELIGIOUS SOCIETY OF FRIENDS (QUAKERS)

TITLE-HOLDING TRUST

 

An undivided fifty-five percent (55%) interest in and to the following-described real property situated in Santa Fe County, New Mexico:

 

Lot 115W-B, as shown on the plat of survey by Paul A. Armijo, titled “Lot Line Adjustment Survey Plat prepared for Guthrie Miller,” recorded in Plat Book 628, at Page 28, records of Santa Fe County, New Mexico;

 

Subject to:

 

Matters shown on the lot line adjustment plat described above, including but not limited to thirty foot (30’) access and utility easement for the benefit of Lots 115W-A and 115W-B;

 

Restrictive covenants provided for in warranty deed recorded in Book 156, at Page 205, as Document No. 234,514, records of Santa Fe County, N.M.;

 

Easement in favor of Mountain States Telephone and Telegraph Company and Public Service Company of New Mexico and rights incident thereto recorded in Book 78, at Page 40, as Document No. 111,900, records of Santa Fe County, N.M.;

 

Deviation of fence from property line and existing overhead utility lines, power pole and guy wire anchor and rights incident thereto, as shown on the plat of survey recorded in Plat Book 458, at Page 049, records of Santa Fe County, N.M.

 

And subject to the following additional terms and conditions imposed by settlor (Grantor) and accepted by the Trust (Grantee):

 

A. Grantor’s intent in conveying the property described above (the “Property”) to Grantee is to make it possible for the Santa Fe Monthly Meeting of the Religious Society of Friends (Quakers) (the “Meeting”) to use the Property as a building site for a future meetinghouse. The Meeting’s decisions about development and use of the Property shall be made in a spirit of worship and in accord with the Quaker process for making such decisions, but any and all development shall be subject to the terms and conditions of this deed.

 

B. By accepting this deed, neither Grantee nor the Meeting is committing to build a meetinghouse on the Property. Until such time as the Meeting determines what use to make of the Property, the Grantee shall see that the Property remains open space. Any improvements made to the Property by the Meeting or Grantee shall be made at the Meeting’s or Grantee’s sole cost and expense and Grantee and the Meeting shall be responsible for any increase in property taxes payable by Grantor as the result of such improvements. If the Meeting begins construction of improvements on the Property and then determines not to complete those improvements, it shall restore the Property to approximately the same condition as it was in before construction. If the Meeting determines not to build a meetinghouse on the Property, then Grantee and the Meeting shall ensure that the Property is used for some other purpose that benefits the community of Santa Fe, New Mexico, including, but not limited to, open space, park, sculpture garden, or other aesthetic purpose. If the Meeting constructs a meetinghouse on the Property and the Meeting is later laid down or otherwise unable to use the Property as a meetinghouse, then the Meeting shall ensure that the Property and building shall be used for purposes that serve the principles and goals of the Meeting, such as peace and justice. If the Meeting does not use the Property as its meetinghouse, the Meeting or the Trust, as the case may be, may make such gift or sale of the Property as may be appropriate to comply with the conditions of this Agreement. Any use of the Property, by the Meeting or any other person, shall respect and further the aesthetic characteristics of the surrounding neighborhood, including (to the extent permitted by applicable ordinance) dark night sky, natural vegetation, absence of curbs and sidewalks, and natural, water-permeable (unpaved) parking areas. The provisions of this paragraph shall affect and run with title to the Property and shall be effective until the sixtieth (60th) anniversary of Grantor’s conveyance of the remaining forty-five percent interest in the Property to or for the benefit of the Meeting. The provisions and restrictions set out in this paragraph may be enforced by Grantor and, on Grantor’s death or disability, by Grantor’s son, Geoffrey Miller. Grantor, for himself and his successors in interest with respect to his residence at 509 Camino Lejo, Santa Fe, New Mexico, agrees not to make or file with any board, or department or the governing body of the City of Santa Fe any objection to or protest of the development of the Property, but this agreement shall not prohibit any person entitled to do so from enforcing the provisions and restrictions set out in this paragraph.

 

C. Any dispute pertaining to this deed, including any dispute involving the provisions and restrictions set out in paragraph B, above, that is not resolved by discussion, negotiation or mediation, shall be resolved by binding arbitration, under NMSA 1978, Sections 44-7A-1 et seq., before a single arbitrator in Santa Fe County, New Mexico. The parties to the dispute shall agree on an arbitrator within fourteen days after a party makes a written demand for arbitration on any other party. If the parties to the dispute do not agree on an arbitrator within fourteen days, then any party to the dispute may request the First Judicial District Court of the State of New Mexico to appoint an arbitrator, pursuant to NMSA 1978, Section 44-7A-12. A party may seek temporary or preliminary injunctive relief from a court having jurisdiction without waiving the provisions of this Section. Once appointed, an arbitrator shall have the power to award legal and equitable relief and to enter awards of any appropriate nature, including but not limited to damages and temporary, preliminary and/or permanent injunctions, which award(s) shall be enforceable by a court having jurisdiction. The costs of arbitration common to all parties, including the arbitrator’s fees, room rental, and the like, shall be shared equally by the parties to the arbitration. The arbitrator may, in his or her discretion, award a prevailing party some or all of that party’s costs, including the party’s share of the common costs and the party’s reasonable attorneys fees.

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