1. Foundation established - 12/3/1998 
  2. Successor Adminstrator - Kathleen L. Brungard
  3. Article FIRST - Contributions
  4. Article SECOND - Upon Death pay bills & dispose of assets
  5. Article THIRD - After death of DGB or KLB all remaining estate assets go to foundation
  6. Article FOURTH - Succession and Governance
       Section 1. - Objectives and Governance
       Section 2. - Board of Directors
  7. Article FIFTH - Asset Provisions
  8. Article SIXTH - Laws in the State where any property is located shall prevail
  9. Article SEVENTH - Anyone can give Property to the Foundation
10. Article EIGHTH - Donald G. Brungard alone can revoke this Declaration in whole or in part

On December 3, 1998, the D. G. BRUNGARD FOUNDATION, (known herein as the FOUNDATION), was established by Donald G. Brungard, the Founder, as a Charitable Private Foundation under IRS Regulations Section 501(c)(3). Further it has been specified that after the death of his wife Kathleen L. Brungard, who will act as the EXECUTOR of his estate and the EXECUTIVE DIRECTOR of the FOUNDATION during her lifetime, the FOUNDATION will be the primary beneficiary of his remaining estate as established within the Kathleen L. Brungard Marital Exclusion Trust. 

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The SUCCESSOR ADMNISTRATOR, of the Donald G. Brungard Trust, his wife KATHLEEN L. BRUNGARD, at times she deems appropriate, shall set aside out of his trust estate, including any property added thereto by his will, a pecuniary amount equal to the Remaining Assets of his estate. including cash, securities and other property, including real estate and interests therein as described in the Donald G. Brungard Trust documents, for the benefit of the FOUNDATION. The entirety of these Trust Assets will be Administered by, KATHLEEN L. BRUNGARD or her SUCCESSOR ADMINISTRATOR as provided in Article FIFTH Section 5 of this Agreement.  This Charter, Articles ONE through  EIGHTH, represents the entirety of this Agreement.

During Donald G. Brungard’s lifetime he will contribute Assets or Sums of money as he deems appropriate to the FOUNDATION.  After his death his SUCCESSOR EXECUTIVE DIRECTOR will manage Foundation Assets until her death or incapacity and will contribute additional Assets or Sums as specified in the Kathleen L. Brungard Marital Exclusion Trust, periodically or quarterly as they become available.  

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For purposes of this agreement, Donald G. Brungard or Kathleen L. Brungard shall be considered to be unable to manage his or her affairs if he or she is legally disabled or by reason of illness or mental or physical disability is unable to give prompt and intelligent consideration to financial matters.  The determination as to his or her inability at any time shall be made by the unanimous agreement of any three of the following:  Donald G. Brungard (if able) Kathleen L. Brungard (if able) Judy W. Dabrowski and a family physician, who has examined him or her.  The Trustee should obtain written notice of that determination from the physician.  Upon determination of incapacity as above the governance of the FOUNDATION will become the responsibility of the SUCCESSOR EXECUTIVE DIRECTOR as determined in Article FIVE

Upon the death of Donald G. Brungard or Kathleen L. Brungard the trustee may pay from the principal of the trust estate or the Foundation his or her funeral expenses, claims allowable against his or her estate, costs of administration including ancillary, and estate and inheritance taxes assessed by reason of his or her death. Interest and penalties concerning any tax shall be paid and charged in the same manner as the tax.  The EXECUTIVE DIRECTOR may make payment directly or to the legal representative of his or her estate, as they deem advisable.  He or She hereby waives all rights of reimbursement for any payments made pursuant to this article.

Assets or funds otherwise excludable in computing Federal estate taxes shall not be used to make the foregoing payments, and life insurance proceeds shall be used only to the extent that other assets are not available.  It is recommended that assets sold by the Administrator for that purpose or to satisfy pecuniary gifts be selected, to the extent practicable so as to minimize the recognition by the trust estate of gain for Federal income tax purposes.

The Administrator shall make such elections under the tax laws, as the Executive Director deems advisable. The succeeding articles of this Agreement shall be subject to the Executive Director making or providing for the foregoing.

The FOUNDATION is the sole beneficiary as to the Assets provided by this Agreement.  Any assets remaining at the death of Donald G. Brungard or Kathleen L. Brungard, whichever is later will be transferred to the FOUNDATION.

Trustee of the KATHLEEN L. BRUNGARD MARITAL EXCLUSION TRUST shall act in the capacity of EXECUTIVE DIRECTOR of the Assets of the FOUNDATION exclusively in support of the OBJECTIVES cited in the attached documents:  D. G. BRUNGARD FOUNDATION OBJECTIVES & Sched I. 

The ADMINISTRATOR shall select and allocate the cash, securities and other property, including real estate and interests therein, which shall constitute the FOUNDATION ASSETS, employing for foundation purposes the values current at the time or times of allocation.

SECTION 1.  OBJECTIVES & GOVERNANCE  (see D. G. Brungard Found. - Stated Objectives Sched I)

A. Grant Areas - Education, Arts, Animal Husbandry and other Worthy Causes (limits)

· Makes Grants and Funds Individuals, Groups or Organizations for Education Projects
· Makes Grants and Funds Individuals. Groups or Organizations for Musical Education Activities
· Makes Grants and Funds Individuals/Groups for Dance and Performance Projects
· Makes Grants and Funds Individuals/Groups for Charitable Projects related to the above & Animal Welfare

B. Conversion of Assets eg Real Property to monetary 

Determines the requirements for Asset conversion where from real property to dollars when needed to fund Foundation Objectives.

C. Utilization of Income and Depletion of Assets 

If economically justifiable income property can be retained and operated by the Foundation with any Net Income to be used by the Foundation as in A. above.  Major improvements or repairs to real property in excess of $10,000 must be approved by the Foundation Board of Directors.

  SECTION 2.  BOARD OF DIRECTORS

A. The initial Board of Directors will consist of Donald G. Brungard, Kathleen L. Brungard, and Heda Palmer.  Upon the death of Donald G. Brungard, Jennifer L. Contiliano will be appointed to fill his Board Seat.  The initial Board will function without compensation.  The Successor Executive Director shall have two votes when needed to break a tie when electing a Board replacement.

B. Governance will be by the Board of Directors consisting of 3 persons serving overlapping two year terms. Replacement directors will be determined by a majority vote of the remaining  previous Directors.  If either KLB or JLC die or refuse to act they must be replaced by another person outside of D. G. Brungard’s immediate family but related to him.  After the initial Board is reconfigured they will operate with compensation but will be reimbursed for expenses.

C. See the Foundation By-Laws for specific details of Board and Officer Responsibilities

The following provisions shall apply to the Assets of the FOUNDATION.

   SECTION 1:     The interests of the D. G. Brungard estate beneficiaries in principal or income shall not be subject to the claims of any creditor, any spouse for alimony or support, or others, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered.

SECTION 2:    The Executive Director shall hold, manage, care for and protect Foundation Assets and shall have the following powers and, except to the extent inconsistent herewith, those now or hereafter conferred by law:
(a) To retain any property (including stock of any corporate trustee hereunder or of a parent or affiliate company) originally constituting the trust or subsequently added thereto, although not of a type, quality or diversification considered proper for trust investments;

(b) To invest and reinvest the trust property in bonds, stocks, mortgages, notes or other property of any kind, real or personal, suitable for the investment of trust funds;

(c) To cause any property, real or personal, belonging to the trust to be held or registered in the Administrator’s name or in the name of a nominee or in such other form as the Executive Director deems best without disclosing the foundation relationship;

(d) To vote in person or by general or limited proxy, or refrain from voting, any corporate securities for any purpose, except that any security as to which the Executive Director's possession of voting discretion would subject the issuing company or the administrator to any law, rule or regulation adversely affecting either the company or the administrator's ability to retain or vote company securities, shall be voted as directed by the Executive Director, who is authorized to exercise or sell any subscription or conversion rights; to consent to and join in or oppose any voting trusts, reorganizations, consolidations, mergers, foreclosures and liquidations and in connection therewith to deposit securities and accept and hold other property received therefor;

(e) To lease Foundation property for any period of time though commencing in the future or extending beyond the term of the foundation;

(f) To borrow money from any lender, including a Director, hereunder individually, extend or renew any existing indebtedness and mortgage or pledge any property in the Foundation;

(g) To sell at public or private sale, contract to sell, convey, exchange, transfer and otherwise deal with the Foundation property and any reinvestments thereof from time to time for such price and upon such terms as the Executive Director sees fit;

(h) To employ agents, attorneys, investment advisors, accountants, and proxies and to delegate to them such powers, discretionary or otherwise, as the Executive Director considers desirable, and to designate a deputy for a checking account, savings account or safe deposit box;

(i) To compromise, contest, prosecute or abandon claims in favor of or against the Foundation;

(j) To divide or distribute the Foundation property in cash or in kind, or partly in each, or in undivided interests or in different assets or disproportionate interests in assets; to value the Foundation property for such purposes; and to sell any property in order to make division or distribution;

(k) To establish out of income and credit to principal reasonable reserves for depletion, but reserves for depreciation shall not be established except to the extent that the Administrator determines that readily marketable assets in the principal of the Foundation will be insufficient for any renovation, major repairs, improvement or replacement of trust property which the Administrator deems advisable;

(l) To transfer the situs of any Foundation property to any other jurisdiction as often as the Executive Director deems it advantageous to the Foundation, appointing a substitute Executive Director to act with respect thereto; and in connection therewith, to delegate to the substitute Executive Director any or all of the powers given to the Executive Director, who may elect to act as advisor to the substitute Executive Director and shall receive reasonable compensation for so acting; and to remove any acting substitute Executive Direcor and appoint another, or reappoint him or her, at will;

(m) To perform other acts necessary or appropriate for proper administration, execute and deliver necessary instruments and give full receipts and discharges. 

SECTION 3:    The Executive Director shall render an account of all receipts and disbursements and a statement of assets at least annually to the Foundation Board of Directors.  The Executive Director shall be reimbursed for all reasonable expenses incurred in the management and protection of the Foundation Assets and any corporate Successor Executive Director shall receive compensation for its services in accordance with its schedule of fees in effect from time to time.  An Executive Director's regular compensation shall be charged against income during my lifetime and thereafter half against income and half against principal, except that the Executive Director shall have full discretion at any time or times to charge a larger portion or all against the income.

SECTION 4:    I or my Successor may resign as Executive Director at any time upon 30 day written notice to the successor trustee and in the event of the resignation, death or inability to manage my affairs, and in the event of each further vacancy, the office of Executive Director shall be filled by JENNIFER L. CONTILIANO .  Any successor Executive Director may resign at any time upon 30 day written notice to me if living, otherwise to the Foundation Board of Directors.  In case of the resignation, refusal or inability to act of all above Successor Executive Directors the Foundation Board of Directors, shall appoint a competent Successor Executive Director that is related to the D. G. Brungard family or if a family member is unable or will not accept the Board will appoint a corporate Executive Director.  Every Successor Executive Director shall have all the powers given the originally named Executive Director.  No Successor Executive Director shall be personally liable for any act or omission of any predecessor. With the approval of the predecessor Successor Executive Director, a Successor Executive Director may accept the account rendered and the property received as a full and complete discharge to a predecessor Successor Executive Director without incurring any liability for so doing, except that each Successor Executive Director shall without approval accept the assets delivered to the successor Executive Director as constituting all of the property to which the successor Executive Director is entitled, and shall not inquire into the administration or accounting of the previous Executive Director.

No Successor Executive Director wherever acting shall be required to give bond or surety or be appointed by or account for the administration of the Foundation to any court.  No individual Successor Executive Director shall be liable for any loss resulting from any act, or failure to act, in good faith.

The laws of the state in which the trust property shall from time to time have its situs for administration shall govern the validity and interpretation of the provisions of this agreement.

I or any other person may transfer, devise or bequeath additional property to the Successor Executive Director to be held under this declaration.  If the addition is made by will, the Successor Executive Director shall accept the statement of the legal representative that the assets delivered to the Foundation constitute all of the property to which the Foundation is entitled, without inquiring into the representative's administration or accounting.

I as Founder and Executive Director of the Foundation, as cited below, may at any time or times, by instrument in writing, delivered to KATHLEEN L. BRUNGARD or the Successor Executive Director, amend or revoke this declaration in whole or in part.  This power is personal to me and may not be exercised by my legal representative or others.

DONALD G. BRUNGARD, Founder of the D. G. Brungard Foundation,
Executive Director of the D. G. Brungard Foundation and the
Trustee of the Donald G. Brungard Trust and also the
Kathleen L. Brungard Marital Exclusion Trust   
individually and as trustee