Declaration of Trust – Articles of Organization

ARTICLE I

The name of this Trust shall be The Lilli Foundation

ARTICLE II

The Trust is created exclusively for charitable, scientific, literary or educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended. The Trustee(s) may make payments or distributions from income or principals, or both, to or for the use of such charitable organizations in such amounts and for such charitable purposes of the Trust as the Trustee(s) shall from time to time select and determine; and the Trustee(s) may make payments or distributions from income or principal, or both, directly for such charitable purposes, within the meaning of that term as defined in paragraph i of Article VI, in such amounts as the Trustee(s) or their designates shall from time to time select and determine without making use of any other charitable organization and in accordance with the Guidelines set forth in Section 5 (A-F) of the governing Instruments

ARTICLE III

The Trustee(s) may receive and accept property, whether real, personal or mixed, by way of gift, bequest or devise, from any person, firm, trust or corporation, to be held, administered and disposed of in accordance with and pursuant to the provisions of this Trust Agreement; but no gift, bequest or devise of any such property shall be received and accepted if it is conditioned or limited in such manner (a) as to require the disposition of the income or its principal to any person or organization other than a charitable organization or for other than “charitable purposes” within the meaning of such terms as defined in paragraphs (h) and (i) of Article VI of this Trust Agreement, or (b) as shall in the opinion of the Trustee(s), jeopardize the federal income tax exemption of this Trust pursuant to Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended.

ARTICLE IV

(a) The principal and income of all property received and accepted by the Trustee(s) to be administered under this Trust Agreement shall be held in trust by them, and the Trustee(s) may make payments or distributions from income or principal, or both, to or for the benefit of one or more organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, as the Trustee(s) shall from time to time determine; and the Trustee(s) may make payments or distributions from income or principal, or both, directly for the charitable purposes of this Trust, as defined in paragraph (i) of Article VI, as the Trustee(s) shall from time to time determine. (b) No part of the net earnings of this Trust shall inure or be payable to or for the benefit of any private individual (except that the Trustees shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in this Agreement). No part of the activities of this Trust shall be the carrying on of propaganda, or otherwise attempting to influence legislation as defined in Section 4945(e) of the Internal Revenue Code of 1986, as amended. (c) No part of the activities of this Trust shall be the participation in, or intervention in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. (d) The Trustee(s) shall distribute the income of this Trust for each tax year at such time an in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, as amended. Further, the Trustees shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, as amended, nor retain any excess business holding as defined in Section 4943(c) of the Internal Revenue Code of 1986, as amended, nor make any investments in such manner as to incur tax liability under Section 4944 of the Internal Revenue Code of 1986, as amended, nor make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, as amended.

ARTICLE V

This Trust Agreement may be amended at any time or times by written instrument or instruments signed and acknowledged by the Trustee(s), provided that no amendment shall authorize the Trustee(s) to conduct the affairs of this Trust in any manner or for any purpose contrary to the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. An amendment of the provisions of this Article V (or any amendment to it) shall be valid only if and to the extent that such amendment further restricts the Trustees’ amending power. All instruments amending this Declaration of Trust shall be noted upon or kept attached to the executed original of this Trust Agreement held by the Trustee(s).

ARTICLE VI

(a) Any Trustee under this Trust Agreement may, by written instrument, signed and acknowledged, resign his or her office. The number of Trustee(s) shall be at all times not less than three, and whenever for any reason the number is reduced below three, there shall be, and at any other time may be, appointed one or more additional Trustees. Appointments shall be made by the Trustee(s), subject to approval of a majority of the remaining Trustee(s), by written instruments signed and acknowledged. Initially, there will be the designation of a corresponding Trustee (hereby designated “Corresponding Trustee”) namely Barry W. Wessels (a Trustee), for purposes of facilitating the creation of the Foundation instruments, establishing communication between The Trustee(s), The Board of Directors (as defined in the governing Instruments) and appropriate legal and financial advisers. This Corresponding Trustee will serve an initial term of three years in an unpaid capacity from the date first set forth above. This designation and assignment will continue in perpetuity until a majority of the Trustees approves a new Corresponding Trustee to serve subsequent three-year terms. The Board to the Trustees may request such action, but it remains the jurisdiction of the Trustees to designate the Corresponding Trustee. (b) Upon any change in any trusteeship hereunder, the continuing Trustee or the next successor Trustee or Trustees, as the case may be, shall have all of the powers, authorities, rights, discretion, immunities, estates, titles, duties, and obligations of the original Trustee(s), without the necessity of any conveyance or the taking of any action whatsoever. (c) None of the Trustee(s) shall be required to furnish any bond, surety or insurance. None of them shall be responsible or liable for acts or omissions of any other of the Trustee(s) or of any predecessor or of a custodian, agent, depositary or counsel selected for the benefit of the Trust. The Trustee(s) may, by majority vote, obtain liability insurance in the name of the Trust and on behalf of the Trustee(s), officers, board members, employees and voluntary associates both personally and collectively to be used to insure, defend and provide counsel for any and all action brought against them by a third party including the Trust itself resulting from actions, decisions, judgments and disbursements made by any of these individuals acting alone or collectively. The assets of the Trust made used obtain liability insurance for these individuals as well to be expended for legal fees used any litigation resulting from any and all direct actions of Trust as determined by a majority vote of the Trustees. Trustee(s), officers, board members, employees and voluntary associates are hereby held harmless by the Trust or third party representatives for any and all actions made by them in behalf of the Trust except for acts of gross negligence and willful misconduct while discharging their duties in behalf of the Trust. (d) The Trustee(s) from time to time in office shall have full authority to act even though one or more vacancies may exist. A Trustee may, by appropriate written instrument, delegate all or any part of his/her powers to another or others of the Trustees for such periods and subject to conditions as the delegating Trustee may determine. This action must acceptable to a majority of the remaining Trustees. (e) The Trustees serving under this Trust Agreement are authorized to reimburse themselves amounts for reasonable expenses incurred and reasonable compensation for personal services rendered in the administration of this Trust. By majority vote, the Trustees may set an upper limit for these distributions according to a predefined schedule by amount or number of distributions per year or both (see governing Instruments – Section No. 3). (f) The Trust shall continue forever unless the Trustee(s) terminate it and distribute all of the principal and income, which action may be taken by the Trustees in their discretion at any time; provided, however, that if and to the extent that laws of the State of Ohio prohibits perpetual duration, this Trust shall not extend beyond the maximum period permitted under the laws of the State of Ohio (none presently applicable). On termination, the trust fund as then constituted shall be distributed to or for the use of such charitable organizations in such amounts and for such charitable purposes as the Trustees shall then select and determine. If the Trust or Trustees fail to act within five years after the Trust dissolution, the entire amount will dispersed to the United Way Campaign of Portage County, Ohio, a recognized public charity under Section 501 (c) (3), to be used in a manner consistent with their bylaws. If United Way Campaign of Portage County, Ohio is not in existence at this time (five years after the Trust dissolution), a similar public charity in the State of Ohio operating consistent with Section 501 (c) (3) of the Internal Revenue code, as amended will be deemed equivalent. (g) The Trustee(s) are authorized to form and organize a not-for-profit corporation limited to the uses and purposes provided for in this Trust Agreement, such corporation to be organized under the laws of any state or under the laws of the United States as may be determined by the Trustee(s). Such corporation when organized at the direction of the Trustee(s) shall have power to administer and control the affairs and property and to carry out the uses, objects, and purposes of this Trust. Upon the creation and organization of such corporation, the Trustee(s) are authorized and empowered to convey, transfer and deliver to such corporation all the property and assets to which this Trust may be or become entitled. The articles, bylaws and other provisions for the organization and management of such corporation and its affairs and property shall be such as the Trustees shall determine, consistent with the provisions of this paragraph. (h) In this Trust Agreement and in any amendments to it, references to “charitable organization(s)” mean corporations, trusts, funds, foundations or community chests created or organized in the United States or in any of its possessions, whether under the laws of the United States, any state or territory, the District of Columbia or any possession of the United States, organized and operated exclusively for charitable purposes, no part of the net earnings of which inures or is payable to or for the benefit of any private shareholder or individual, and no part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which do not participate in or intervene in ( including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. It is intended that the organization described in this paragraph (h) shall be entitled to exemption from federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended. (i) In this Trust Agreement and in any amendments to it, the term “charitable purposes” shall be limited to and shall include only charitable, religious, scientific, literary or educational purposes within the meaning of those terms as used in Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, but only such purposes as also constitute charitable purposes under the law of trusts of the State of Ohio.

ARTICLE VII

The Trustees shall have, in addition to all powers granted by law, and subject to paragraph (e) of Article IV hereof, the following powers with respect to this Trust, exercisable in the Trustees’ discretion: (a) To invest and reinvest the principal and income of the Trust in such property, real, personal or mixed, and in such manner as they shall deem proper, and from time to time change investments as they shall deem advisable; to invest in or retain any stocks, shares, bonds, notes, obligations, or personal or real property including without limitation any interests in or obligations of any corporation, partnership, association, business trust, investment trust, common trust fund or investment company although some or all or the property so acquired or retained is of a kind or size which but for this expense authority would not be considered proper and although all of the trust funds are invested in the securities of one company. No principal or income, however, shall be loaned, directly or indirectly; to any Trustee or to anyone else, corporate or otherwise, who has at time made a contribution to this Trust, nor to anyone except on the basis of an adequate interest charge and with adequate security. (b) To sell, lease or exchange any personal, mixed or real property, at public auction or by private contract, for such consideration and on such terms as to credit or otherwise, and to make such contracts and enter into such undertakings relating to the trust property, as the Trustees consider advisable, whether or not such leases or contracts may extend beyond the duration of this Trust. (c) To borrow money for such periods, at such rates of interest, and upon such terms as the Trustees consider advisable, and as security for such loans to mortgage or pledge any real or personal property, subject to any mortgage or pledge on or of property acquired or held by this Trust. (d) To execute and deliver deeds, assignments, transfers, mortgages, pledges, leases, covenants, contracts, promissory notes, releases, and other instruments, sealed or unsealed, incident to any transaction in which the Trustees engage. (e) To vote, to give proxies, to participate in the reorganization, merger or consolidation of any concern, or in the sale, lease, disposition or distribution of its assets; to join with other security holders in acting through a committee, depositary; voting trustees, or otherwise, and in this connection to delegate authority to such committee, depository, or trustees and to deposit securities with them or transfer securities to them, to pay assessments levied on securities or to exercise subscription rights in respect of securities. (f) To employ a bank or trust company as custodian of any funds or securities and to delegate to it such powers as the Trustees deem appropriate; to hold trust property without indication of fiduciary capacity but only in the name of a registered nominee, provided the trust property is at all times identified as such on the books of this Trust; to keep any or all of the trust property or funds in any place or places in the United states of America; to employ clerks, accountants, investment counsel, agents, attorneys and special services, and to pay the reasonable compensation and expenses of all such services in addition to the compensation of the Trustees.

ARTICLE VIII

The Trustees’ powers are exercisable solely in the fiduciary capacity consistent with and in furtherance of the charitable purposes of the Trust as specified in paragraph (i) of Article VI and not otherwise.

ARTICLE IX

The term “Trustee(s)” as used in this instrument shall include the original Trustee(s) and any successor or continuing Trustee or Trustees at the time acting. Where appropriate, with reference to the Trustee(s), the use of the masculine shall include the feminine and the neuter, and the plural shall include the singular, and vice versa.

ARTICLE X

Any person may rely on a copy, certified by a notary public, of the executed original of this trust Agreement held by the Trustees, and of any of the notations on it and writings attached to it, as fully as he might rely on the original documents themselves. Any such person may rely fully on any statements of fact certified by anyone who appears from such original documents or from such certified copy to be a Trustee under this Trust Agreement. No one dealing with the Trustees need inquire concerning the validity of anything the Trustees purport to do. No one dealing with the Trustees need to see application of anything paid or transferred to or upon the order of the Trustees of this Trust.

ARTICLE XI

The validity, effect and construction of this Trust shall be determined in accordance with the laws of the State of Ohio. The original situs and original place of administration of the trust estate shall also be in the State of Ohio, but the situs and place of administration of the trust may, however, be transferred at any time or from time to time to such place or places as the Trustees deem to be for the best interest of the trust estate. In so doing, the Trustees may resign and appoint a substitute Trustee, but may remove each substitute Trustee and appoint another, including any one or more of the appointing Trustees, at will. Each substitute Trustee so appointed may delegate any and all of such substitute Trustee’s powers, discretionary or ministerial, to the appointing Trustees.