THE RESCUE TRUST FUND OFTHE SCOTTISH TERRIER CLUB OF AMERICA
WHEREAS, The Scottish Terrier Club of America, Inc., (the “STCA”) was created and exists as a Not-For-Profit Corporation of the State of New Jersey with the purpose to encourage and promote the quality breeding of pure-bred Scottish Terriers and to do all possible to bring their natural qualities to perfection; and
WHEREAS, the health, well-being and living conditions of the Scottish Terrier breed are inherently of concern to the STCA, its members and all who share in the goals and objectives of the STCA; and
WHEREAS, the STCA Board deems it appropriate and necessary to establish a special Fund to be held in trust for the purposes of funding, in whole or in part, the care of homeless or abused Scottish Terriers.
WHEREAS, as defined by the STCA Board of Directors (the “STCA Board”), the Scottish Terrier Trust Fund’s involvement in rescue is strictly limited to:
1. Contribute to the financial support of homeless, abused or abandoned Scottish Terriers, including medical care, dental care, temperament and health evaluations, grooming, food, and shelter requirements, through a grant process, on a case by case basis, only to those independent entities referenced in #2 below or to other individuals or rescue groups that agree in writing and execute all required documents pursuant to the STCA requirements, terms and conditions which the independent (local) rescue groups have executed.
2. Provide to the public a list of independent (local) rescue organizations who have, in writing, agreed to the STCA requirements, terms, and conditions. Those independent organizations’ efforts include locating, obtaining, housing, evaluating, and re-homing any abused or abandoned Scottish Terriers.
1. There is hereby created a special Fund to be held separate and apart from all other funds of the STCA and to be known and maintained, as hereinafter provided, as “THE RESCUE TRUST FUND OF THE SCOTTISH TERRIER CLUB OF AMERICA” (the “Fund”). The Fund shall be initially funded by the transfer of funds currently in the Rescue Checking Account.
2. a. The Fund shall be governed by five (5) Trustees, who shall be five (5) until changed by the STCA Board. At all times the authorized number of Trustees shall be an odd number.
b. All Trustees shall be elected by a majority vote of the STCA Board. The STCA Board, except for the initial Trustees elected, shall elect Trustees at the Board meeting in October of each year. The Rescue Trust shall be comprised of one past or current member of the STCA Board, and the remaining Trustees must be members of the STCA. As a guideline it is recommended that Trustees be chosen for experience in rescue, veterinary care, or finance.
The Trustees of the Rescue Trust Fund shall elect from amongst its members a Chair, Secretary, and Treasurer. Each office is for one year, and may be re-elected annually. The Trustees shall meet immediately following the election of any new Trustees by the STCA Board, to select the Chair, Secretary, and Treasurer for the following year.
The initial Trustees shall serve until their successors are elected and agree to serve. Successor Trustees shall serve for a term of two (2) years each or until their respective successors are elected and agree to serve as herein provided; provided, however, in order to create staggered terms for Trustees, the terms of office for initial Trustees shall be one (1) and two (2) years respectively, and hereafter each Trustee shall serve a term of two (2) years. Trustees may serve as many consecutive terms to which they are elected; there shall be no limits on the numbers of terms. The initial Trustees have been elected by majority vote of the STCA Board at the meeting of the Board on October 6, 2005, and are hereby determined to be:
For Two (2) Years
Erica Cerny and Ginger McAfee
For One (1) Year
Daphne Branzell and Joanne Kinnelly
Successor Trustees shall be elected by the STCA Board in the same manner and at the Board meeting in October of each year during the annual meeting of the Club.
3. The STCA Board reserves the right exclusively to determine and make final decisions as follows:
a. On the election of Trustees of this rescue trust fund; b. On expenditures, for a single animal, over the amount of $1500, or an amount determined by the STCA Board; c. On a sale, exchange, lease, mortgage, pledge, or other disposition of substantially all the assets of the Trust; d. On the amendment of the terms of this Trust and any supplement to the Trust; e. On the termination of this Trust and distribution of the assets in the Fund on the date of termination of this Trust.
4. All Trustees, including the Chairperson of the Fund, shall have a vote in matters of the management and use of the fund. No proxy voting shall be permitted, except as provided below with respect to consent actions. Trustees may act only upon affirmative vote of at least three (3) Trustees. The Chairperson(s) may vote in accordance with the guidelines as specified by Roberts Rules of Order to resolve any tie votes. Trustees may meet in person or by any means of conference communication in which each Trustee can contemporaneously hear the discussion of matters under consideration, or by combination thereof, or in any manner described by the Bylaws of the STCA, not less frequently than annually. The Annual Meeting may be held in person or by telephone conference call. The annual meeting date shall be established by the Chairperson (prior to the STCA October Board Meeting), but additional meetings may be called by written or electronic notice signed by three (3) or more Trustees and given as hereafter provided. No meeting or conference of Trustees shall be held except upon written notice given at least seven (7) days in advance thereof to all Trustees except in a meeting or conference in which such notice is waived by all Trustees. Participation in a meeting or conference by a Trustee shall be deemed to be such a waiver unless the Trustee announces that he or she is not waiving notice of the meeting. Alternatively, Trustees can take action by any written instrument evidencing their consent action and signed by all, but not less than three (3 Trustees). Trustees shall elect by majority vote one of their members to serve as Chairperson, one of their members to serve as Secretary and one of their members to serve as Treasurer. Such Chairperson, Secretary and Treasurer shall serve for terms of one (1) year or until their successors are elected and agree to serve. The Chairperson shall preside at all meetings or conferences of the Trustees, and the Secretary shall take and maintain minutes and all official records of the proceedings of the Trustees. The Secretary shall provide the STCA Board (President and Secretary) and the Bagpiper Editor with a copy of all approved minutes.
5. The Treasurer shall maintain the financial records of the Fund and make appropriate reports to the Trustees. Treasurer shall provide the STCA Board (President and Treasurer) and the Bagpiper Editor with a copy of the approved Treasurer’s reports.
6. The Chairperson and the Treasurer shall be designated and authorized to write checks, and the signature of both shall be required to write checks on the Fund checking account for amounts in excess of $1500 (once approved by the STCA Board), and those two Trustees shall be bonded in an amount equal to the total value of the Fund assets. Only one signature is required for checks below $1500. The use of a “debit” card on the checking account is permitted as long as the transaction amount does not exceed $1500. Except as otherwise expressly herein provided, all meetings or conferences of the Trustees shall be conducted in accordance with the most current edition of Robert’s Rules of Order.
7. No Trustee shall be personally liable or answerable for the exercise of any discretion or power herein provided with respect to the Fund or for anything whatsoever in connection with the Fund, except for his or her own misconduct or negligence; provided, however, no Trustee shall be liable for any error in judgment made in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. Nothing herein contained shall require any Trustee to risk or expend his or her funds or otherwise incur any financial liability in the performance of any duty hereunder, or in the exercise of any right or power pursuant hereto. As an exception, Trustees shall be responsible for their own travel expenses to attend meetings, including hotel and meals.
8. No Trustee shall be entitled to any salary, fee, or other compensation for service as a Trustee, except that upon prior written approval by the STCA Board any Trustee may be paid or reimbursed any actual expenses incurred in the performance of his or her duties and responsibilities pursuant hereto with respect to the Fund, and as specifically authorized in writing by the STCA Board prior to being incurred.
9. A vacancy among the Trustees can occur by virtue of (i) the death; or incapacity or resignation of a Trustee or (ii) upon determination by two-thirds affirmative vote of the entire STCA Board after notice of at least thirty (30) days in writing to the affected Trustee and a hearing which may be specifically conducted or conducted in conjunction with the regular business of the STCA Board, that a Trustee has been guilty of misconduct or negligence in the performance and discharge of duties and responsibilities with respect to the Fund. For purposes hereof, a Trustee shall be conclusively presumed to be incapacitated and his or her trusteeship vacant if (i) such Trustee is adjudged by a court on competent jurisdiction not to be mentally competent or physically capable of attending to his or her own affairs or (ii) a petition or other proceeding is filed in a court of competent jurisdiction which seeks, in whole in or in part, to have a conservator, receiver or trustee appointed for such Trustee, or his or her personal or financial affairs; and such petition or other proceeding is not withdrawn, dismissed or determined in favor of such Trustee within sixty (60) days of the filing thereof, or (iii) a letter is received by the STCA Board from the current physician of that Trustee stating that the Trustee is unable to manage her or her own affairs. In the event of a vacancy, the majority of the entire STCA Board shall, at a special meeting or by utilization of a voting method authorized under the bylaws of the STCA, elect a successor Trustee to serve for the remainder of the term of the Trustee whose trusteeship is vacant.
10. Trustees shall, subject to the rights expressly reserved exclusively in the STCA Board, have the management and control of the Fund. Trustees shall exercise their independent judgment with respect to the administration of the Fund and shall not be required to take any action or to omit from taking any action which, in their good faith judgment, is not in the best interests of the Fund and the purposes for which it was created. In the administration of the Fund, Trustees are hereby empowered as follows:
a. To accept and receive grants, contributions and bequests for the purposes of the Fund from individuals and organizations, including state, federal and local governments. Any such grants, contributions and bequests may be conditioned upon the raising of matching funds or such other conditions as Trustees may in their discretion approve; but no such grant, contribution or bequest shall be accepted or received by Trustees if the acceptance or receipt of the same will jeopardize the deductibility of grants, contributions or bequests to the Fund for purposes of regular federal income or estate taxation by persons or organizations making such grants, contributions or bequests.
b. To establish depository relationships in the name and for the credit of the Fund with one or more financial institutions having a total deposit base of not less than $10 Million Dollars and whose deposits are insured by the Federal Deposit Insurance Corporation or its successor; provided, however, monies of the Fund shall not be deposited in any financial institution if, after giving credit for such deposit, the total deposits of the Fund in such financial institution shall exceed ninety percent (90%) of the then effective limits of insurance provided for single deposit accounts by the Federal Deposit Insurance Corporation or its successor.
c. To invest, and reinvest monies, including investment earnings, in or standing to the credit of the Fund in:
(i) Direct, general obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or any obligations unconditionally guaranteed as to the payment of principal and interest by the full faith and credit of the United States of America;
(ii) Bonds, debentures, or notes or other evidences of indebtedness payable in cash issued by any one or combination of any of the following federal agencies whose obligations represent full faith and credit of the United States of America: Export Import Bank of the United States, Federal Financing Bank, Farmers’ Home Administration, Federal Housing Administration, Maritime Administration, Public Housing Authority, or Government National Mortgage Association;
(iii) The following investments duly insured by the Federal Deposit Insurance Corporation: Certificates of deposit, savings accounts, deposit accounts or depository receipts of banks and federal savings banks;
(iv) Money market funds rated in the highest rating category by Moody’s Investors Service or Standard & Poors Corporation, or their successors, or any other nationally recognized credit rating agency or organization whose ratings are considered by registered broker dealers to be reliable in evaluating the credit worthiness of investments (such rating agencies being hereinafter referred to as a “Rating Agency”);
(v) Investment agreements with institutions whose long-term unsecured debt is rated, without regard to qualification of such rating by symbols such as “+” or “-“or numerical notation, in one of the two highest rating categories by a Rating Agency;
(vi) Any participation certificate of the Federal Home Loan Mortgage Corporation and any mortgage-backed securities of the Federal National Mortgage Association;
(vii) Any account with a registered broker-dealer under the Securities Exchange Act of 1934 and which is insured by the Securities Investors Protection Corporation or its successors provided that the investments, if any, within or to the credit of such account are in one or more categories described above in subparagraphs (i) though (vi).
Notwithstanding anything to the contrary herein contained, the investment and reinvestment of the monies in or standing to the credit of the Fund shall always be done with due regard for the purposes for which the Fund was created and no such investment or reinvestment shall be made for a term longer than that consistent with such purposes. Under no circumstances shall any monies in or standing to the credit of the Fund be loaned to the STCA or invested in any obligation of or secured by a pledge by the STCA.
d. To liquidate investments of monies in or standing to the credit of the Fund from time to time and to reinvest or hold without reinvestment the proceeds of such investments for the purposes for which the Fund was created;
e. To sue, and subject to the limitations on personal liability herein contained, be sued;
f. To do such other and additional things as may be authorized by Supplemental Resolution of the STCA Board; and amendment to this Agreement, and acceptable by then Trustees; provided, however, that the exercise of such power does not jeopardize the deductibility of grants, contributions or bequests to the Fund for purposes of regular federal income or estate taxation by persons or organizations making such grants, contributions, or bequests.
11. Notwithstanding anything to the contrary herein contained, the Fund is organized and established exclusively for the purposes herein specified, and Trustees shall operate and administer the Fund at all times exclusively for such purposes and no others. Under no circumstances shall Trustees be empowered to borrow money for or on behalf of the Fund and to mortgage, pledge, or hypothecate the Fund or any part thereof.
12. No part of the activities of or with respect to the Fund shall be for the purpose of or involve carrying on propaganda or otherwise attempting to influence legislation, the Fund shall not be used directly or indirectly or the purpose of participating in or intervening in, including the publishing or distribution of statement, any political campaign on behalf of any candidate for public office.
13. Trustees shall not engage in any activities for the purpose of or resulting in the private profit of any of them or of the directors, officers or employees of the STCA or any of them, or of any person or organization giving, granting, contributing, or bequeathing property to the Fund and no part of the Fund’s net earnings shall inure in whole or in part to any person having a personal and private interest in the Fund or STCA. Trustees shall not engage in any act of self-dealing as defined in the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent code or law; nor retain any excess Fund earnings or holdings not necessary or prudent for the purposes for which the Fund is established; nor make any investment in such manner as to incur tax liability under the Internal Revenue Code of 1986, as amended, or the corresponding provisions of or any subsequent code of law.
14. The term of the Fund is perpetual; provided, however, it may be terminated by the STCA Board at any time; the STCA Board may at any time consider recommendations from Trustees that the Fund be terminated for the reason that the assets are insufficient to satisfy the purposes for which the Fund was established. Upon a termination of this Agreement, all investments therein shall be liquidated as promptly as possible under the circumstances, having due regard for avoiding losses on such investments to the greatest extent possible, and all monies and other assets in the Fund shall thereupon be paid over and distributed to the United States of America unless applicable law with respect to organizations of funds to which contributions are deductible for regular federal income or estate tax purposes permits to disposition thereof top other similarly organizations or funds. In which case all monies and other assets in the Fund shall be transferred to the STCA to be used by the STCA Board for the same purposes established under this Agreement, or for contribution by the STCA to another tax-exempt organization, corporation, or Trust Agreement which is organized and exists for purposes similar to those of this Agreement, and if no such organization or fund exists, then all monies shall be given to a charitable organization for the benefit of canine rescue selected by the STCA Board of Directors. All of the foregoing subject to conditions imposed upon grants, contributions, and bequests by donors approved and accepted by Trustees, at time received.
15. This Agreement may be amended or supplemented by the STCA Board to correct any ambiguity, inconsistency or formal defect or omission with respect to the organization and operation of the Fund; to grant to confer upon Trustees any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon Trustees to the extent that the same are not inconsistent with the purposes of the Fund; or to make any changes which are necessary in order that grants, contributions and bequests to the Fund will be deductible for purposes of regular federal income or estate taxation to the persons or organizations making such grants, contributions or bequests. In no event shall this Agreement be amended or supplements made hereto in a manner which changes to purposes for which the Fund is established.
16. This Agreement shall be deemed to be a covenant and contract between the STCA and Trustees for the benefit of persons and organizations making grants, contributions and bequests to the Fund, for the purposes for which the Fund is hereby established. This Agreement may be amended or supplemented only by the STCA Board.
17. This Agreement and the Fund hereby established shall be subject to and construed in accordance with the applicable laws of the United States of America and of the State of New Jersey without regard to laws with respect to conflicts of law or choice of law.
18. This agreement and Fund was authorized by Resolution of the STCA Board, adopted at the regular meeting of the STCA Board on October 6, 2005, held after the giving of all required notices and at which a quorum was present and voting throughout, by a majority of the entire Board.
IN WITNESS THEROF, the Agreement has been established, entered into and executed on this 15th day of Dec. , 2005.
THE SCOTTISH TERRIER CLUB OF AMERICA, INC., A New Jersey Not-For-Profit Corporation
By: Julie Hill____________ Recording Secretary: Julie Hill
ACCEPTED BY TRUSTEES
Pat Gruda Rescue Coordinator & Chairperson
First Amendment – December 15, 2012 Trustees may serve as many consecutive terms to which they are elected; there shall be no limits on the number of terms. The Rescue Coordinator Trustees shall serve at the pleasure of the STCA Board.
Second Amendment – April 3, 2013 The Rescue Coordinator(s) shall be the Chairperson (or co-chairpersons) of the Trust and shall be appointed by the STCA Board from among the five (5) elected Trustees, There may not be more than two Rescue Coordinators at one time. The Rescue Coordinator(s) shall also serve as the Chair(s) of the rescue Committee. The Treasurer of the Rescue Trust may not serve as a Rescue Coordinator.
Third Amendment - June 17, 2015 First amendment, December 15, 2012. second sentence deleted in its entirety.
Second amendment, April 3, 2013 is deleted in its entirety.
Wording in 3rd WHEREAS numbers 1 & 2, page one (1), revised to reflect current STCA policies on Scottish Terrier rescue and clearly define the role of the RTF.
WHEREAS (3rd) # 1 and #2, reversed in order.
All references to Rescue Coordinator in the document removed as this position are no longer viable. Replace “Rescue Coordinator” with the word “Chair” or “Chairperson” where needed.
Paragraph added, page two (2) to define and provide for election of Rescue Trust Officers. Sentence added under NOW THEREFORE, #4, page three (3), to allow an Annual Meeting by conference call.
It is important to clarify and distinguish the relationship between the STCA and groups who do rescue and STCA’s non-relationship to Rescue operations.
The STCA as an AKC Parent Cub has never done actual Scottish Terrier Rescue, meaning the day-to-day operation of fostering dogs, providing veterinary care, transporting dogs to rescue groups, and finding new homes. The STCA as a club will never take on that role. We feel it is a function of Regional Clubs and/or independent/stand alone rescue groups. There are a number of Regional Clubs who do have a rescue program as part of their club functions, but there are others who rely on these independent rescue groups, most of whom have 501(c)3 status, raise their own funds, and have the necessary liability insurance. Regardless of whether it is a local Scottish Terrier club operation or an independent rescue group, there is no agency relationship with the STCA. The STCA has no control, no connections, no authority, no legal ability to make any decisions, or determinations as to the appropriateness of activities involved in a rescue.
When the STCA Rescue Trust Fund (RTF) was formed in December, 2005, the stated purposes of the Trust are to:
Coordinate with local rescue associations’ efforts to locate, house, evaluate, and re-home any abused or abandoned Scottish Terriers in need of new homes,
Contribute to the financial support of homeless, abused or abandoned Scottish Terriers, including medical care, dental care, temperament and health evaluation, grooming, food, and shelter requirements.
The Rescue Trust Fund was formed to raise money for the “purposes of funding, in whole or in part, the care of homeless or abused Scottish Terriers” through a grant process only on an individual dog basis.
It was clearly intended in the beginning that the role of the Trustees and the Rescue Coordinators(s), was, as it is now, to facilitate financially, only on an individual dog basis not rescue. To that end, the Rescue Coordinator(s) have maintained lines of communication between themselves and the many rescue groups across the country, both private and those of Regional Clubs. The RTF itself is a source of funding that may be given, if approved, to any rescue organization that applies for a grant, and the grant is approved by a majority vote of the five (5) Trustees.
However, it is also clear that in the past 10 years, the scope of rescue has changed. In the beginning, most rescue groups had only 3-4 dogs per year; in 2013 it was reported that this rescue network took in over 500 Scotties. Many of the actual rescues now are done by the independent rescue groups, some of which also do all-breed rescues. Many Regional Clubs have dropped their rescue programs in favor of using these independent groups, due to lack of manpower, funding, and increased liability.
Following discussion at the STCA Board Meeting October 1, 2014, the STCA Board and the Rescue Committee have determined to dissolve the Rescue Committee. This does not affect the continuation of the STCA Rescue Trust Fund
We ask you to bear with us as the STCA Board reviews the aforementioned topics that have come before us. We are a Board of 14 members who live all across the USA. Concerns as serious as those which have been expressed by many cannot be answered quickly or by email. Our Rescue pages at www.stca.biz will be revised as we update our rescue information
Copyright 2019 Scottish Terrier Club of America. Information and images may not be reproduced or used without prior authorization from the STCA.