AN ACT TO AMEND TITLE 31, DELAWARE CODE, RELATING TO THE TRANSFER OF CERTAIN PROPERTY OF WOODS HAVEN SCHOOL FOR GIRLS TO THE YOUTH SERVICES COMMISSION AS TRUSTEE.
Be it enacted by the General Assembly of the State of Delaware:
Section 1. Chapter 274, Volume 51, Laws of Delaware, Section 7 (2) is repealed and the following is inserted in lieu thereof:
The Youth Services Commission of Delaware is authorized and directed to act as follows so that the State of Delaware, through said Commission, may receive, in trust, certain assets now owned by Woods Haven School for Girls, a Delaware corporation: (1) To enter into, as Trustee, an Agreement of Trust with Woods Haven School for Girls, in substantially the form annexed hereto and incorporated herein by reference; (2) to agree, in writing, that upon the assignment, conveyance, and transfer to said Commission as Trustee and pursuant to said. Agreement of Trust of all property of every kind, legal and equitable, which the Woods. Haven School for Girls has or may have hereafter, the State of Delaware will indemnify and hold harmless said School, its Board of Managers, officers, agents, and employees from any and all accounts, bonds, contracts, debts, damages, judgments, suits, claims, and demands of every nature which have been or which may be hereafter asserted against said School, its Managers, officers, agents, or employees arising out of the conduct of said School or the assignment, conveyance, or transfer of said property in trust to the Commission.
Upon execution of said Agreement of Trust and delivery of said property to the Commission as Trustee, the State of Delaware waives its sovereign immunity and submits itself to the jurisdiction of any competent Court of the State of Delaware upon the complaint of any person with a lawful interest in the subject matter who desires to bring an action for the purpose of having such Court determine rights, duties, or obligations arising out of said Agreement of Trust, including alleged breach of trust by the Trustee, or arising out of the promise of indemnity made in this Act.
THIS AGREEMENT made this ________ day of ________ 1959, by and between WOODS HAVEN SCHOOL FOR
GIRLS, a Delaware corporation, party of the first part and hereinafter called the "TRUSTOR", and THE YOUTH SERVICES COMMISSION OF DELAWARE, an agency of the State of Delaware, party of the second part and hereinafter called the "TRUSTEE".
WHEREAS, Trustor has been providing living facilities, moral, mental and physical training, and rehabilitation measures for girls committed to its care from the date of its incorporation to the present time; and
WHEREAS, Trustor's facilities and programs have been made possible by the generous personal and financial assistance of numerous Delawareans, many of whom have given time and money over extended periods; and
WHEREAS, it is now the public policy of the State of Delaware to place all delinquent minors, including girls, in the custody of the recently created State agency known as "The Youth Services Commission of Delaware" the Trustee named herein; and
WHEREAS, Trustor has concluded that it is in the public interest to transfer Trustor's assets to said Commission provided Trustor is assured that such assets will continue to be used for the same general purposes as they have been applied by Trustor.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants made herein, Trustor hereby assigns, transfers, and conveys to Trustee all property described in Schedule A annexed hereto and hereinafter referred to as the "Trust Fund", IN TRUST upon the following uses:
I. Trustee shall hold and manage the Trust Fund as principal, according to good accounting practices, and add all income received therefrom to principal, and use and apply the same exclusively for the benefit of girls committed to Trustee's care or custody. The Trust Fund shall not be used or applied by Trustee for maintenance or operational costs or purposes of any kind. In using and applying the Trust Fund for the purposes stated herein, Trustee is authorized, subject to the limitations stated in Paragraph 2 hereof, to:
(a) Assign, convey, sell or transfer any or all of the Trust Fund;
(b) apply all or any part of the Trust Fund, or the proceeds therefrom or therefor, for the purchase or improvement of land, the erection or improvement of buildings, or the purchase of machinery, equipment, or fixtures having a depreciable life of more than five (5) years according to good accounting practices; provided, however, that upon the purchase of depreciable assets by Trustee, it shall not be required to establish any reserve for depreciation;
(c) commingle or combine any part of the Trust Fund or the proceeds therefrom with assets received from any other source, including appropriations of the General Assembly of the State of Delaware provided:
(1) The resulting fund or property is used and applied exclusively for principal purposes as provided herein; and that
(2) Separate books of account are maintained by Trustee reflecting the value, before and after depreciation of the Trust Fund's pro rata ownership of the respective assets acquired as a result of such commingling or combination.
2. Any assignment, transfer, conveyance, or exchange of the Trust Fund or any part thereof by Trustee, whether to another agency of the State of Delaware or any subdivision thereof, or to any state, county, city, school district, or governmental agency or otherwise, shall only be made upon receipt of fair value therefor, as determined by Trustee in the exercise of its discretion; the proceeds therefrom shall be retained by Trustee and used and applied exclusively in the same way, for the same purposes as the property constituting the Trust Fund on the date hereof.
3. This trust shall continue so long as it is the public policy of the State of Delaware to place delinquent girls in the care or custody of a public agency. If said policy should change at any time so that delinquent girls are thereafter placed in the care or custody of a private agency, Trustee shall, within ninety (90) days after the establishment of such a public policy assign, convey and transfer the Trust Fund as it is then constituted to such private non-profit organization or organizations engaged in the institutional care and custody of delinquent girls, which, in the sole discretion of Trustee, are best able to continue the work in which Woods Haven School for Girls is engaged on the date hereof. Upon such assignment, conveyance and transfer, Trustee shall be relieved of any further duty or responsibility with respect to the Trust Fund.
0. The members of The Youth Services Commission in office from time to time shall constitute the Trustee as provided herein, and the vote of a majority of the members in office from time to time shall determine all questions. Any individual acting in a Trustee capacity hereunder as a result of service on said Commission shall be authorized to act only so long as he is a member of said Commission. Any such individual so acting shall not be entitled to any compensation from the Trust Fund for his services as a Trustee, but he shall be entitled to his actual disbursements.
1. On the date of this agreement The Youth Services Commission of Delaware named as Trustee herein is the public agency charged by law with the care and custody of delinquent girls. In the event such responsibility shall at any time hereafter be transferred to another agency of the State of Delaware, such agency is hereby appointed Successor Trustee with all rights, powers, discretions, and duties given the Trustee hereunder.
2. Subject to the provisions and limitations set forth expressly herein, Trustee and its successors shall have in general, the power to do and perform any and all acts and things in relation to the Trust Fund in the same manner and to the same extent as an individual might or could do with respect to his own property. No enumeration of specific powers made herein shall be construed as a limitation upon the foregoing general power, nor shall any of the powers conferred herein upon Trustee be exhausted by the use thereof, but each shall be continuing.
Trustee is specifically authorized and empowered, in its sole discretion:
(a) To retain any and all stocks, bonds, notes, securities and/or other property constituting the original Trust Fund or added thereto, without liability on the part of Trustee for any decrease in value thereof.
(b) To sell at public or private sale, exchange for like or unlike property, convey, lease for terms longer or shorter than the trust, and otherwise dispose of any or all property, real or personal, held in the Trust Fund, for such price and upon such terms and credits as Trustee may deem proper.
(c) To hold uninvested any money available for investment in the Trust Fund or to invest such money in such stocks, bonds, notes, securities, and/or other property as may be deemed appropriate for the Trust Fund, irrespective of the rules of investment applying to trustees under any present or future laws of the State of Delaware, or elsewhere and without any duty to diversify investments.
(d) To vote directly or by proxy at any election or stockholders' meeting any shares of stock held thereunder.
(e) To participate in any plan or proceeding, including any voting trust plan, for protecting or enforcing any right, obligation, or interest arising from any property held in the Trust Fund, or for reorganizing, consolidating, merging, or adjusting the finances of any corporation issuing the same, to accept in lieu thereof any new or substituted stocks, bonds, notes and/or securities, whether of the same or a different kind or class, or with different priorities, rights or privileges, to pay any assessment or any expense incident thereto, and to do any other act or thing that Trustee may deem necessary or advisable in connection therewith.
(f) To retain any and all property constituting the Trust Fund, in bearer form or in its own name or in the name of its nominee or nominees, without disclosing its fiduciary capacity; and Trustee's liability shall be neither increased nor decreased thereby.
7. No person or corporation dealing with Trustee shall be obliged to see to the application of money paid or property delivered to Trustee, to inquire into the necessity or propriety of Trustee exercising any of the powers conferred herein upon it, or to determine the existence of any fact upon which Trustee's power to perform any act hereunder may be conditioned.
8. All members of The Youth Services Commission of Delaware have signed this agreement to express their respective consents to serve as trustees as stated herein.
IN WITNESS WHEREOF, the parties hereto have hereunto set their Hands and Seals the day and year first above written.
Woods Haven School for Girls Trustor
Youth Services Commission of Delaware Trustee
Approved June 16, 1959.