SECOND AMENDMENT TO
TRUST INDENTURE OF
THE XXXXXXX X. XXXXXXX FOUNDATION
This Agreement is made effective the 30th day of October, 2002, by XXXXXXX
X. XXXXXX, XX. and XXXXXXX X. XXXX, XX., as Trustees of THE XXXXXXX X. XXXXXXX
FOUNDATION under Trust Indenture dated April 27, 1999, (hereinafter "Trustees")
and THE GREATER KANSAS CITY COMMUNITY FOUNDATION, a Missouri not-for-profit
corporation, as sole Beneficiary of THE XXXXXXX X. XXXXXXX FOUNDATION
(hereinafter "Beneficiary").
WHEREAS, Xxxxxxx X. Xxxxxxx, as Grantor, established THE XXXXXXX X. XXXXXXX
FOUNDATION (hereinafter "Xxxxxxx Foundation") under Trust Indenture dated April
27, 1999, and named himself, XXXXXXX X. XXXXXX, XX. and XXXXXXX X. XXXX, XX. as
Trustees;
WHEREAS, Xxxxxxx X. Xxxxxxx died on July 14, 1999, leaving XXXXXXX X.
XXXXXX, XX. and XXXXXXX X. XXXX, XX. as the sole surviving and currently acting
Trustees of the Xxxxxxx Foundation;
WHEREAS, the sole beneficiary of the Xxxxxxx Foundation is the Beneficiary,
THE GREATER KANSAS CITY COMMUNITY FOUNDATION;
WHEREAS, the Trustees and the Beneficiary amended the Trust Indenture dated
April 27, 1999, by the First Amendment thereto dated March 2, 2000
(collectively, the "Trust Indenture"), which, among other things, vested control
of the Xxxxxxx Foundation in the Beneficiary by requiring the Beneficiary to
appoint a majority of the Trustees of the Xxxxxxx Foundation;
WHEREAS, Paragraph 9 (b) of the Xxxxxxx Foundation Trust Indenture
authorizes the Trustees to amend the Trust Indenture with the consent of the
Beneficiary so long as such amendment will not prevent the Xxxxxxx Foundation
from continuing to qualify as a tax exempt organization described in Section 509
(a) (3) of the Internal Revenue Code of 1986, as amended, donations to which are
deductible from taxable income;
WHEREAS, the Trustees and the Beneficiary wish to amend Paragraph 5(b) of
the Trust Indenture to provide that a minimum of one (1) Trustee rather than a
minimum of two (2) Trustees shall serve for the Xxxxxxx Foundation under the
Trust Indenture; and
WHEREAS, the Trustees and Beneficiary have concluded that an amendment to
the Trust Indenture to allow one (1) Trustee to serve for the Xxxxxxx Foundation
will not
prevent the Xxxxxxx Foundation from qualifying as a tax exempt organization as
described above.
NOW, THEREFORE, in consideration of the premises, the Trustees and the
Beneficiary hereby agree as follows:
ITEM I
Paragraph 5(b) of the Trust Indenture shall be amended to read in its
entirety as follows:
(b) NUMBER AND APPOINTMENT OF TRUSTEES. The Beneficiary shall
have the sole and exclusive power to appoint a majority of the
Trustees. A minimum of one (1) Trustee shall be appointed. The number
of Trustees may be increased or decreased by the Beneficiary with the
consent of the Trustees who are then serving. The Trustees may appoint
additional or successor Trustees not required as a part of the
majority of the Trustees appointed by the Beneficiary.
ITEM II
The Trustees and the Beneficiary hereby ratify and confirm all other
provisions of the Trust Indenture except as they may be modified by this
Amendment.
IN WITNESS WHEREOF, the Trustees and the Beneficiary hereby execute this
Agreement to be effective the day and year first above written.
/s/ Xxxxxxx X. Xxxxxx, Xx., Trustee
Xxxxxxx X. Xxxxxx, Xx., Trustee
/s/ Xxxxxxx X. Xxxx, Xx., Trustee
Xxxxxxx X. Xxxx, Xx., Trustee
THE GREATER KANSAS CITY
COMMUNITY FOUNDATION
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President
ATTEST:
/s/ Xxxxxxx Xxxxx
Secretary
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STATE OF Missouri )
) ss.
COUNTY OF Xxxxxxx )
On the 29 day of October, 2002, at my office in said County and State,
before me, the undersigned, a notary public, personally appeared XXXXXXX X.
XXXXXX, XX., to me personally known and known to me to be the same person
described in and who executed the foregoing instrument, and acknowledged the
execution of the same as said person's free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year last above written.
/s/Xxxxxx X. Xxxx
Notary Public
My Commission Expires:
April 14, 2002
STATE OF Missouri )
) ss.
COUNTY OF Xxxxxxx )
On the 5 day of November, 2002, at my office in said County and State,
before me, the undersigned, a notary public, personally appeared XXXXXXX X.
XXXX, XX., to me personally known and known to me to be the same person
described in and who executed the foregoing instrument, and acknowledged the
execution of the same as said person's free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year last above written.
/s/ Xxxxxxxx X. Xxxxxxxx
Notary Public
My Commission Expires:
March 10, 2003
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STATE OF Missouri )
) ss.
COUNTY OF Xxxxxxx )
On the 30 day of October, 2002, before me, the undersigned, a Notary Public
within and for said County and State, personally appeared XXXXXX X. XXXXXXX, to
me personally known, who being by me duly sworn, did say that she is the
President of THE GREATER KANSAS CITY COMMUNITY FOUNDATION, a Missouri
not-for-profit corporation, that the seal affixed to the foregoing instrument is
the corporate seal of said corporation, that said instrument was signed and
sealed on behalf of said corporation by authority of its Board of Directors, and
said officer acknowledged said instrument to be the free act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year last above written.
/s/ Xxxxxxxx X. Xxxxx
Notary Public
My Commission Expires:
July 1, 2006
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