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HomeMy WebLinkAbout898784CERTIFICATION OF TRUST The undersigned being the currently acting Trustee of the trust, being of lawful age, hereby declares the following to be true and correct: 1. The ASTLE FAMILY TRUST dated June 17, 1998, is a valid and existing trust. 2. The trust's taxpayer identification number is ~LD- (,o O~. r~ o~ek~ 3. The name and address of the Trustee of the trust is: Ladeen Astle PO Box 412 Alton, Wyoming 83110 4. The following powers are conferred upon the Trustee: see attached Trustee's Powers. 5. The trust is irrevocable. 6. Title to trust assets is to be taken in the following manner: LADEEN ASTLE, TRUSTEE OF THE ASTLE FAMILY TRUST DATED JUNE 17, 1998. 7. The trust has not been revoked, modified or amended in any manner which would cause the representations contained herein to be incorrect. DATED this ¢~ day of ~.~-~ BOOK 553 RECEIVED LINCOLN COUNTY 0LERK STATE OF WYOMING ) ) SS: COUNTY OF LINCOLN ) On the ~-¢k~ day of (~ ~4~,~,.~ , 2004, personally appeared before me, the undersigned Notary Public, LADEEN ASTLE, personally known to me (or proved to me on the basis of satisfactory evidence), to be the person whose name is subscribed to the above instrument and acknowledged that he executed the within instrument. NOTARY PUBLIC~ Article Seventeen Our Trustee's Administrative and Investment Powers 346 Section 1. Introduction to Trustee's Powers Except as Otherwise provided in this agreement, our Trustee :;hall have both the administrative and investment powers enumerated under this Article and any other powers granted by law with respect to the various trusts created by this agreement. Section 2. Powers to Be Exercised in the BeSt Interests of the Beneficiaries& Our Trustee shall exercise the following administrative and investment powers without the order of any court, as our Trustee determines :i~ its sole and absolute discretion to be in the best interests of the beneficiaries. Notwithstanding anything to the contrary in this agreement, our Trustee shall not exercise any power in a manner inconsistent with the beneficiaries' right to the beneficial enjoyment of the trust property in accordance with the general principles of the law of trusts. Section 3. Administrative and Investment Powers Our Trustee is hereby granted the following adnfinistrative and investment powers: a. Agricultural Powers Our Trustee may retain, sell, acquire, and continue any farm or ranching operation whether as a sole proprietorship, partnership, or corporation. 17-1 It lnay engage in the production, harvesting, and marketing of both farm and ranch products either by operating directly or with management agencies, hired labor, tenants, or sharecroppers. It may engage and participate in any government farm program, whether state o,' federally sponsored. It may purchase or rent machinery, equipment, livestock, poultry, feed, and seed. It may improve and repair all farm and ranch properties;; construct buildings, fences, and drainage facilities; acquire, retain, improve, and dispose of wells, water rights, ditch rights, and priorities of any nature. Our Trustee may, in general, do all things custo~nmy or desirable to operate a farm or ranch operation for the benefit of the beneficia- ries of the various trusts created under this agreement. b'. Business Powers Our TrUstee may retain and continue any business in which one or botli of us have or had an interest as a shareholder, partner, sole proprietor, or as a participant in a joint venture, even though that interest may constitute all or a substantial portion of the trust property. It may directly participate in the conduct of any such business or employ others to do so on behalf of the beneficiaries. It may execute partnership agreements, buy-sell agreements, and any amendments to them. It may participate in the incorporation of any trust property; any corporate reorganization, merger, consolidation, recapitalization, liquidation, dissolution; or any stock redemption or cross purchase buy-sell agreement. It xnay hold the stock of any corporation as trust property, and may elect or employ directors, officers, employees, and agents 'and compensate them for their services. 17 -2 It may sell or liquidate any bnslness interest that is part of the trust property. It lnay carry out the provisions of anY agree~nent entered into by one or both of us for the sale of any business interest or the stock thereof. Our Trustee may exercise all of the business powers granted in this agreement regardless of whether our Trustee is personally interested or an involved party with respect to any business enterprise forming a part of the trust property. 348 c. Environmental Powers Our Trustee shall have the power to inspect any trust property to determine compliance with any enviromnental law affecting such property or to respond to any environmental law affecting property held by our Trustee. "Environmental Law" shall mean any federal, state, or local laW, rule, regulation, or ordinance relating to protec- tion of the environment or of human health. Our Trustee shall have the power to refuse to accept property if our Trustee determines that there is a substantial risk that such property is contaminated by any hazardous substance or has previously, or is currently, being used for any activities directly or indirectly involving hazardous substances which could result in liability to the trust assets. °'Hazardoussubstance,, shall mean any substance defined as hazardous or toxic by any federal, state, or local law, rule, regulation, or ordinance. ' Our Trustee shall have the power to take any necessary action to prevent, abate, clean up or otherwise respond to any actual or threatened violation of any environmental law affecting trust property prior to or after the initiation or enforce~nent of any action by any governmental body. Our Trustee may disclaim or release any power granted to it or implied by any document, statute, or rule of law which the Trustee determines ~nay cause the TruStee to incur liability under any environmental law. 17-3 "":',;'2;': I;;'- ' ' :::::' ,.::..... Our Trustee may charge the cost of any inspection, review, preven- tion, abatement, response, cleanup, or remedial action authorized under this power against the trust property. Our Trustee shall not be liable to any beneficiary or to any other party for any decrease in value of the trust property by reason of our Trustee's compliance with any environmental law, specifically including any reporting requirement under such law. 349 d. Common Fund Powers For the purpose of convenience with regard to the administration and investment of the trust property, our Trustee may hold the several trusts created under this agreement as a common fund. Our Trustee may make joint investments w/th respect to the funds comprising the trust property. Our Trustee may enter into any transaction author/zed by this Article with fiduciaries of other trusts or estates in benefici'ary hereunder has an interest, even though such which any fiduciaries are als0 Trustees under this agreement. e. Compensation Powers Our Trustee shall pay from income or principal all of the reasonable expenses attributable to the adininistration of the respective trusts created 'in this agreement. Our Trustee shall pay itself reasonable compensation for its services as fiduciary as provided in this agreement, and shall reasonably compensate those persons employed by our Trustee, including agents, auditors, accountants, and attorneys. f. Distribution Powers Our Trustee is specifically author/zed to ~nake divisions and .distributions of the trust property either in cash or in kind, or partly ~n cash and partly in k/nd, or in any proportion it deems advisable. 17-4 It shall be under no obligation or responsibility to make pro rata divisions and distributions in kind. Our Trustee may allocate specific property to any beneficiary or share although the property may differ in kind from the property allocated to any other beneficimy or share. The foregoing powers may be exercised regardless of the income tax basis of any of the property. g. Funeral and Burial Expenses Our Trustee may in its sole discretion pay the funeral and burial expenses, expenses of the last illness, and valid Claims and expenses of an income beneficimy of any trust created under this agreement. Funeral and bnrial expenses shall include, but not be limited to, the cost of memorials of all types and memorial services of such k/nd as our Trustee shall approve. Valid claims and expenses shall include, but not be limited to, all state and federal death taxes. The payments shall be paid fi'om the assets of the trust or trusts fi'o]n which the beneficimy was receiving income. h. Income and Principal Powers Our Trustee may determine in ~a fair, equitable, and practical manner how all Trustee's fees, disbursements, receipts, and wasting assets shall be credited, charged, or apportioned between principal and income. Om' Trustee may set aside from trust income reasonable reserves fo]- taxes, assessments, insurance premiums, repairs, depreciation, obsolescence, depletion, and fo]' the equalization of payments to or fo]' the beneficiaries; it may select any and all accounting periods w/th regard to the trust property. 17-5 i. Investment Powers in Geneial Our Trustee may invest and reinvest in such classes of stocks, bonds, securities, commodities, options, metals, or other proPerty, real or personal, as it shall determine. It rn ay invest in investment trusts as well as in common trust funds. It may purchase life, annuity, accident, sickness, and medical insurance on the behalf of and for the benefit of any trust beneficia- ry. 35.l j. Life Insurance Powers Our Trustee shall have the powers with regard to life insurance as set forth in this Paragraph j, except as othmWise provided in this agreement. Our Trustee may purchase, accept, hold, and deal with as owner policies of insurance on our individual or joint lives, the life of any trust beneficiary, or on the life of any person in whom any trust beneficiary has an insurable interest. Our Trustee shall have the power to execute or cancel any automatic premium loan agreement with respect to any policy, and shall have the power to elect or cancel any automatic premium loan provision in a life insurance policy. Our Trustee may bori-ow money with which to pay premiums due on any policy either fi'mn the co~npany issuing the policy or fi'om any other source and may assign any such policy as security for the 19an. Our Trustee shall have the power to exercise any option contained in a policy w/th regard to any dividend or share of surplus appor- tioned to the policy, to reduce the amount of a policy or convert or, exchange the policy, or to Surrender a Policy at any time for its cash value. Our Trustee may elect any paid-up insurance or any extended-term insurance nonforfeiture option contained in a policy. 17-6 Our Trustee. shall have the power to sell policies at their fait market value to the in~m'ed or to anyone having an insurable interest iii the policies. Our Trustee shall have the r/ght to exercise any other right, option, or benefit contained in a policy or permitted by the insurance company issuing that policy. Upon term/nation of any trust created under this agreementl our Trustee shall have the power to transfer and assign the policies held by the trust as a distribution of trust property. 35° k. Loan, Borrowing, and Encumbrance Powers Our Trustee may loan money to any person, including a beneficimy, with or without interest, on any term or on demand, w/th or without collateral, as it deems in the best interests of the trust beneficiaries. It may borrow money upon Such terms and conditions as it shall deem advisal~le, including, in the case of a corporate fiduciary, the power to borrow fi'om /ts own banking or cmmnercial department. It shall have the power to obligate the trust property for the repayment of any sums borrowed where the best interests of the beneficiaries have been taken into consideration. Our Trustee shall have the power to encumber the trust property, in whole or in part, by a mortgage or mortgages, deeds of trust, or by pledge, hypothecation or othelwise, even though such encumbrance may continue to be effective after the term of any trust or trusts created in this agreement. 1. Margin, Brokerage, and Bank Account Powers Our Trustee is authorized to buy, sell, and trade in securitie, s of any nature, including short sales and on margin. Our Trustee may main- tain and operate margin accounts with'.brokers, and may pledge any securities held or pm'chased by our Trustee with such brokers as securities for loans and advances made to our Trustee. Our Trustee is authorized to establish and maintain bank accounts of all types in one or more banking institutions that our Trustee may choose. 17-7 m. Mortgage Powers Our Trustee shall have the power to enter into any mortgage whether as a mortgagee or mortgagor, to purchase mortgages on the open market, and to otherwise buy, sell, or trade in first or subordi- nate mortgages. It may reduce the interest rate on any mortgage and consent to the modification or release of any guaranty of any mortgage. Our Trustee may continue mortgages upon and after maturity with or without renewal or extension, and may foreclose any mortgage. It may purchase the mortgaged property or acquire it by deed from the mortgagor without foreclosure. 3,.53 n. Nominee Powers Our Trustee may hold any trust property in the name of our Trustee, or in the name of a nominee, and may enter into agreements to facilitate holding such property. It may acco~nplish such with or without disclosing its fiduciary capacity. o. Nonproductive Property Our Trustee may hold property which is non-income producing or is.othe~vise nonproductive if the holding of such property is, in the sole and absolute discretion of our Trustee, in the best interests of the beneficiaries. p. Oil, Gas, Coal, and Other Mineral Powers Our Trustee may do all things necessary to maintain in full force and effect any oil, gas, coal, or other mineral interests comprising part or all of the trust property. It may purchase additional oil, gas, coal, and other mineral interests when necessary or desirable to effect a reasonable plan of operation or development with regard to the trust property. 17-8 It may buy or sell undivided interests in oil, gas~ coal, and other mineral interests, and may exchange any of such interests for interests in other properties or for selvices. I1 may execute off, gas, coal, and other mineral leases on such terms as our Trustee may deem-proper, and may enter into Pooling, unitization, repressurization, and other types of agreements relating to the development, operation, and conservation of mineral proper- ties. Any lease or other agreement may have a duration that our Trustee deems reasonable, even though extending beyond the duration of any trust created in this agreement. It may execute division orders, transfer orders, releases, assignments, fannouts, and any other instruments which it deems proper. It may drill, test, explore, mine, develop, and otherwise exploit any and all off, gas, coal, and other mineral interests, and may select, employ, utilize, or participate in any business form, including partnerships, joint ventures, co-owners' groups, syndicates, and corporations, for the purpose of acquiring, holding, exploiting, developing, operating, or disposing of oil, gas, coal, and other mineral interests. It may employ the services of consultants or outside specialists in connection with the evaluation, management, acquisition, disposition, or development of any mineral interest, and may pay the cost of such sen, ices fi'om the principal or income of the trust property. Our Trustee may use the general' assets of the trusts created under this agreement for the purposes of acquiring, holding, managing, developingl pooling, unitizing, repressuring, or disposing of any mineral interest. q. Powers of Attorney Our Trustee may execute, deliver, and grant to any individual or corporation a revocable or irrevocable power of attorney to transact any and all business on behalf of the variot, s trusts createcl in this agreement. 17-9 The power of attorney may grant to the attorney-in-fact all of the rights, powers, and discretion that our Trustee could have exercised. "'355 r. Powers to Merge Similar Trusts Our Trustee may merge and consolidate any trust created in this agreement with any other trust created by both or either of us, or any other person at any other time, if the other trust contains substantially the same terms for the same beneficiaries, and has at least one Trustee in common with the trust or trusts created in this agreement, Our Trustee may administer such merged and consolidated trusts as a single trust or unit. If, however, such a merger or consolidation does not appear feasible, as determined in the sole and absolute discretion of our Trustee, the Trustee may consolidate the assets of such trusts for purposes of investment and trust administration while retaining separate records and accounts for the respective trusts. s. Powers of an Interested Trustee An interested Trustee is any Trustee who has an interest as a beneficiary in this trust agreement or any trust created by it. In all instances where an interested Trustee distributes, or participates in the distribution~ of trust income or principal to or for the benefit of such Trustee, then the distribution shall be limited by the ascertain- able standards of education, health, maintenance, and support. Notwithstanding anything in this agreement to the contrary, in making such distributions, the interested Trustee shall not use discretion in applying those ascertainable standards. No individual Trustee shall exercise or participate in the exercise of such discretionary power with respect to distributions to any person or persons such Trustee is legally obligated to support, as to that support obligation. 17-10 356 t. Powers of an Insured Trustee Any individual Trustee under this agreemeht, other than either of us, is prohibited from exercising any power conferred on the owner of any policy which insures the life of such individual Trustee and which is held as part of the trust property. If our Trustee holds any such policy or policies as a part of tile trust property, the powers conferred on the owner of such a policy shall be exercised only by the other' then acting Trustee. If tile insured Trustee is the only then acting Trustee, then such powers shall be exercised by a substitute Trustee designated pursuant to the provisions of this agreement dealing with the trusteeship. If any rule of law or court decision construes the ability of the insured Trustee to name a substitute Trustee as an incident of ownership, the substitution process shall be implemented by a majority of the then current mandatory and discretionary income beneficiaries, excluding the insured Trustee if the insured Trustee is a beneficialy. u. Real Estate Powers Our Trustee may purchase, sell, transfer, exchange or otherwise acquire or dispose of any real estate. Our Trustee may make leases and grant options to lease for any term, even though the term may extend beyond the term/nation of any trust created under this agreement. -It may grant or release easements and other-interests witli respect to real estate, enter lnto party wall agreements, execute estoppel certificates, and develop and subdivide any real estate. It may dedicate parks, streets, and alleys or vacate any street or alley, and may construct, repair, alter, remodel, demolish, or abandon improvements. It may elect to insure, as it deems advisable, all actions contelnplated by this subsection. 17-11 .:. - ; :~:,t. ;.::!: ~: ',,':,:. .. 35'7 Our Trustee may take any other action reasonably necessary for the preservation of real estate and fixtures comprising a part of the trust property or the income therefrom. v. S Corporation Stock If any stock of an S corporation becomes distributable to a trust created under this agreement, and such trust is not a qualified Subchapter S trust, our Trustee may implement any of the following alternatives with respect to the S corporation stock: 1. A Sole Beneficiary Where the original trust is for a sole beneficiary, our Trustee may create for that beneficiary a separate trust that qualifies as a Subchapter S trust, and then distribute such stock to the newly created trust. 2. Multiple Beneficiaries Where the original trust is for lnultiple beneficiaries, our Trustee may divide the trust into separate trusts for each of the beneficiaries. Each newly created trust shall hold that beneficiary's pro rata share of the S corporation stock, and shall qualify as a Subchapter S trust. 3. Outright Distribution If circmnstances prevent our Trustee fi'om accomplislfing the first two alterna'tives under this paragraph, our Trustee may, in its sole and absoiute discretion, distribute such stock to the beneficiaries as if the trust had terminated, while continuing to hold any other non-S corporation property in trust. Each newly created S corporation trust shall have mandatory distributions of income and shall not provide for powers of appoint- ment that can be exercised by the beneficiary during the beneficiary's lifetime. In all other respects, the newly created trusts 17-12 shall be as consistent as possible with the original trusts and still qualify as Subchapter S trusts. Our Trustee may take any action necessmy with regard to S corporations, including making any elections required to qualify stock as S corporation stock, and may sign all required 'tax returns and forms. 358 w. Sale, Lease, and Other Dispositive Powers Our Trustee may sell, lease, transfer, exchange, grant options with respect to, or otherwise dispose of the trust property. It may deal with the trust property at such thne or times, for such purposes, for such considerations and upon such terms, credits, and conditions, and for such periods of time, whether ending before or after the term of any trust created under this agreement, as it deems advisable. Our Trustee may lnake such contracts, deeds, leases, and any other instruments it deems proper under the immediate circumstances, and may deal with the trust property in all other ways iii which a natural person could deal with his or her property. x. Securities Powers In add/t/on to those other secmities powers granted throug;hout this Article, our Trustee may retain, exercise, or sell rights of conversion or subscription with respect to any securities held as part of the trust property. , Our Trustee lnay vote or refl'ain from voting at corporate meetings either in person or by proxy, whether general or limited, and with or without su bstitutions. Y. Settlement Powers Our Trustee may compromise, adjust, arbitrate, alter the terms of, or abandon any claim in favor of or against any trust created under this agreement, and may take deeds in lieu of foreclosure. 17-13