Trust Draft - emilyspringerton/EMILY GitHub Wiki

I can draft a trust indenture template that matches your intent, but note: this is not legal advice and you’ll want a trusts/estates attorney in the state you’ll govern under to make it enforceable (especially around perpetual duration, fiduciary duties, tax treatment, and securities/holding-company control).

Below is a clean, investor-grade starting draft you can drop into a wiki as “working legal architecture.”

EINHORN_INDUSTRIAL TRUST INDENTURE (DRAFT)

This TRUST INDENTURE (“Indenture”) is made as of [DATE], by [SETTLOR NAME] (“Settlor”), establishing the EINHORN_INDUSTRIAL TRUST (the “Trust”), and appointing [INITIAL TRUSTEE LEGAL NAME] as the initial trustee (the “Initial Trustee”).

0. Intent Summary

  • The Trust exists to hold and steward control of EINHORN_INDUSTRIAL (the “Company”) as a long-horizon institutional platform.
  • The Trust begins with a single Initial Trustee (the “God Trustee” conceptually), whose sole special power is to constitute a Board of Seven (7) Co-Trustees.
  • After that Board is seated, all trustees have equal authority and serve for life (subject only to resignation or removal for Cause).
  • Trustees may (optionally) name successors for their seat.

ARTICLE I — DEFINITIONS

  1. “Board” means the Board of Trustees composed of seven (7) sitting Trustees.
  2. “Trustees” means the members of the Board collectively; each is a “Trustee.”
  3. “Cause” means: (a) felony conviction involving fraud or dishonesty; (b) material breach of fiduciary duty; (c) permanent incapacity; (d) willful misconduct or gross negligence; (e) misappropriation of Trust or Company assets.
  4. “Company” means EINHORN_INDUSTRIAL, and any successor, subsidiary, affiliate, or holding entity designated by the Board.
  5. “Trust Estate” means all property held by the Trust, including equity, IP, contractual rights, and proceeds.

ARTICLE II — CREATION, NAME, PURPOSE

2.1 Name. The Trust shall be known as the EINHORN_INDUSTRIAL TRUST.

2.2 Irrevocability. This Trust is irrevocable upon execution, except as required to correct drafting defects, comply with law, or satisfy tax/administrative necessities, as determined by the Board.

2.3 Purpose. The purposes of the Trust are:

  • (a) to hold controlling interests of the Company and protect the Company’s mission and integrity;
  • (b) to provide stable governance insulated from short-term pressures;
  • (c) to enable responsible long-horizon investment, reinvestment, and strategic expansion;
  • (d) to act as the ultimate steward of the Company’s culture, safety, and ethical posture.

2.4 Non-Charitable vs. Charitable. This Trust is intended as a private governance trust unless restructured by counsel. The Board may establish charitable vehicles separately.

ARTICLE III — FUNDING OF THE TRUST

3.1 Initial Funding. Settlor hereby transfers to the Trust the assets described in Schedule A.

3.2 Additional Contributions. The Trust may accept additional contributions from any person or entity upon terms approved by the Board.

ARTICLE IV — TRUSTEES, FORMATION OF THE BOARD OF SEVEN

4.1 Initial Trustee (“God Trustee”). Upon execution, [INITIAL TRUSTEE] shall serve as Initial Trustee with full trustee powers until the Board is constituted pursuant to Section 4.2.

4.2 Constitution of the Board (One-Time Power). The Initial Trustee shall have the exclusive one-time authority to appoint additional Trustees so that the Board consists of seven (7) total Trustees. This may be done in one act or multiple acts.

4.3 Transition. Upon appointment of the seventh Trustee:

  • (a) the Board is fully constituted;
  • (b) the Initial Trustee becomes one Trustee among equals;
  • (c) all special appointment authority in 4.2 expires permanently.

4.4 Equal Authority. Each Trustee has equal authority, equal vote, and equal fiduciary duty. No Trustee holds veto power by title alone, except as explicitly stated in this Indenture.

4.5 Term. Trustees serve for life unless they resign, are removed for Cause, or are replaced by successor mechanism herein.

ARTICLE V — DECISION MAKING, QUORUM, DEADLOCK

Because “equal authority” still needs an operational rule-set, this section prevents paralysis.

5.1 Quorum. Quorum is five (5) sitting Trustees unless fewer than seven seats are filled, in which case quorum is a majority of sitting Trustees.

5.2 Ordinary Decisions. Ordinary Trust decisions require majority vote of Trustees present at a meeting where quorum exists.

5.3 Extraordinary Decisions (Supermajority). The following require at least five (5) affirmative votes (or unanimous if fewer than five sitting Trustees):

  • sale/transfer of controlling interest in the Company;
  • dissolution or merger of the Trust;
  • amendment of Articles V, VI, VII, or VIII (governance, succession, removals);
  • any transaction primarily benefiting a Trustee personally (conflict transactions);
  • liquidation of substantially all Trust assets.

5.4 Deadlock Resolution. If the Board is deadlocked on an Ordinary Decision across two duly noticed meetings:

  • (a) the matter is referred to binding mediation/arbitration with a neutral selected by unanimous consent; if none, selected by [ARBITRATION BODY]; and
  • (b) the neutral’s decision is binding solely on that matter.

(You can swap arbitration for “cooldown + revote,” but some breaker is necessary.)

5.5 Meetings. Meetings may be held in-person or remotely. Written consents signed by the required vote count are valid in lieu of meetings.

ARTICLE VI — SUCCESSION AND VACANCIES

6.1 Optional Successor Designation. Any Trustee may file a sealed or unsealed “Successor Designation” with Trust records naming:

  • (a) a primary successor, and optionally
  • (b) one alternate successor.

6.2 Effect of Designation. Upon the Trustee’s death or incapacity:

  • (a) if a valid designation exists and the designee accepts, that designee becomes Trustee for that seat; or
  • (b) if no designation exists (or designee declines), the Board fills the seat pursuant to 6.3.

6.3 Board Appointment to Fill Vacancy. Vacancies are filled by supermajority (five votes).

6.4 Eligibility Standard. Any successor or appointee must meet the Board’s written “Suitable Trustee Standard,” which shall include integrity, competence, alignment to mission, and absence of disqualifying conflicts.

6.5 Interim Authority. The Board continues operating with remaining Trustees; vacancies do not invalidate actions taken with quorum.

ARTICLE VII — RESIGNATION, REMOVAL, INCAPACITY

7.1 Resignation. A Trustee may resign by written notice effective immediately or on a stated date.

7.2 Removal for Cause. A Trustee may be removed only for Cause by:

  • (a) unanimous vote of all other sitting Trustees, and
  • (b) written findings describing the Cause.

7.3 Incapacity. Incapacity may be determined by two independent physicians or by court order.

7.4 No Removal Without Cause. Trustees may not be removed for politics, strategy disagreements, or unpopular decisions, absent Cause.

ARTICLE VIII — POWERS AND DUTIES OF TRUSTEES

8.1 General Powers. Trustees may do all things a trustee may lawfully do, including:

  • hold, vote, buy, sell, and transfer equity and assets;
  • appoint and remove Company directors/officers (if Trust controls such rights);
  • approve budgets, financings, and major initiatives;
  • create subsidiaries, hold IP, license products;
  • employ advisors, auditors, security, counsel.

8.2 Fiduciary Duties. Trustees owe duties of loyalty, care, good faith, confidentiality, and avoidance of self-dealing.

8.3 Conflicts of Interest. Any Trustee with a material conflict must disclose it and abstain unless the Board approves under extraordinary decision rules and applicable law.

8.4 Compensation. Trustees serve [unpaid / stipend / paid] as determined by extraordinary vote. Expense reimbursement is permitted.

8.5 Indemnification. The Trust shall indemnify Trustees to the maximum extent permitted by law except for willful misconduct, fraud, or knowing violation of law.

8.6 Records. The Trust will maintain minutes, resolutions, asset schedules, and annual financial statements.

ARTICLE IX — BENEFICIARIES, DISTRIBUTIONS, AND MISSION LOCK

You didn’t specify beneficiaries; governance trusts often lock value inside the enterprise. Here’s a flexible structure:

9.1 Beneficiary Class. The beneficiaries are [DEFINED CLASS / NONE UNTIL DESIGNATED] as set forth in Schedule B.

9.2 Distribution Policy. Unless otherwise voted by extraordinary vote:

  • Trust distributions are discouraged; capital is reinvested to strengthen the Company.
  • Distributions, if any, must not impair solvency or mission.

9.3 Mission Lock. The Board must steward the Company in alignment with the Trust’s Purpose (Article II). Extraordinary actions must include a written mission-impact statement.

ARTICLE X — AMENDMENT

10.1 Amendment Standard. This Indenture may be amended only by five (5) affirmative votes of the Board, except where a stricter standard is required by law.

10.2 Core Governance Protection. Articles IV–VII (Trustee structure, equality, removal, succession, voting) may not be amended to create unequal authority, titles with veto power, or non-Cause removals, except by unanimous vote of all sitting Trustees.

ARTICLE XI — GOVERNING LAW, SEVERABILITY

11.1 Governing Law. This Trust shall be governed by the laws of [STATE].

11.2 Severability. If any provision is invalid, the remainder remains in effect, and the Board shall adopt a lawful provision closest to original intent.

11.3 Dispute Venue. Disputes related to Trustee actions shall be resolved in [COUNTY/STATE] unless arbitration is used.

ARTICLE XII — EXECUTION

SETTLOR: Name: ___________________________ Signature: ________________________ Date: ___________

INITIAL TRUSTEE: Name: ___________________________ Signature: ________________________ Date: ___________

WITNESS / NOTARY (if required):

SCHEDULE A — INITIAL TRUST PROPERTY

  • Shares/units of EINHORN_INDUSTRIAL: ________
  • IP assignments: ________
  • Cash: ________
  • Other: ________

SCHEDULE B — BENEFICIARIES (OPTIONAL)

  • No distributions; governance-only trust
  • Defined class: __________________
  • Charitable allocation vehicle: __________________

Two critical choices you should decide now (so this doesn’t break later)

  1. Where do you want the Trust to live legally (state/country)? (This affects whether “lifetime trustees + successor seats + mission lock” is clean or painful.)
  2. Is this a “governance-only trust” (no beneficiary payouts) or a wealth-distribution trust? The tax/legal scaffolding differs a lot.

If you answer those later, I can tighten this into a “final form” with the cleanest default assumptions and fewer brackets.