The Buhl Foundation

EIGHTEEN: Whereas my beloved wife, Louise C. Buhl in her lifetime frequently expresses to me her desire that I should dedicate and devote a substantial portion of my estate to charitable, educational and public uses and purposes, and it is my desire, also, so to do; and Whereas, it is my desire further to so dedicate and devote such portion of my estate as a memorial to my wife, who by Christian faith, lived a good and useful life and whose counsel and devotion have been my great help and comfort on life; Now, therefor, for these purposes and to these ends, I create and establish the BUHL FOUNDATION, to be managed and controlled by a Board of four managers. I nominate and appoint HONORABLE ROBERT S. FRAZER, WILLIAM S. LINDERMAN, A. E. BRAUN, and JOHN A. FUHS, all of the City of Pittsburgh, Pennsylvania, as the first and original Board of Managers of the BUHL FOUNDATION. In case of the death, resignation, refusal or inability to act of any manager of said Board, the surviving or continuing managers from the time to time shall appoint a new manager or managers, citizens and residents of the State of Pennsylvania, in place of the manager or managers so dying, resigning or refusing or being unable to act, and every new manager so appointed from time to time shall have and exercise all the powers, authorities and discretions herein conferred as fully and effectually as though he had been named as one of the original managers herein. Should the said surviving or continuing managers fail to appoint a new manager or managers within sixty (60) days after death, resignation, or refusal or inability to act of any manager, then is shall be the duty of said managers to petition the Orphan's Court of Allegheny County to make said appointment, under such notices and other provisions the said Court may order and direct, which appointment, when made, shall be of the same effect as though made by the surviving and continuing managers. Subject to the legacies, bequests and devises which I have hereinbefore made, I give, devise and bequeath to HONORABLE ROBERT S. FRAZER, WILLIAM S. LINDERMAN, A. E. BRAUN and JOHN A. FUHS, Managers of the Buhl Foundation, and their successors in the trust, all the rest and residue of my estate, real and personal and whatsoever other kind, in trust, however, for such religious, charitable, educational and public uses, objects and purposes as the said Board of Managers of said BUHL FOUNDATION from time to time shall appoint, order and direct. The said Board of Managers of the BUHL FOUNDATION shall not be restricted in any manner or extent in their selections of the uses, objects and purposes to which the said trust fund and its income shall be applied from time to time and they shall have full and unlimited power to determine from time to time the proportions and amounts of said trust fund and its income as shall be applied by them as aforesaid to the said uses, objects and purposes. The said Board of Managers may use and apply the said income of said fund from time to time or they may use any part of the principal thereof as in their judgment may seem wise and proper. I suggest, but do not so direct, that no part of the principal fund be used, except in the case of great necessity and that portions of income be allowed to accumulate and to become part of the principal from time to time thereby providing for needs and demands for relief caused by unusual calamities or occurrences. The said Board of Directors may use and apply the said trust funds and the income thereof to the said uses, objects and purposes and in such proportions respectively either directly or through any municipality or through any religious, charitable, benevolent, or educational institutions, corporations, associations, activities, and agencies or in aid of any municipality or in aid of such corporations, associations, activities or agencies, as they, the Board of Managers at any time and from time to time may determine and direct. The Board of Managers and the BUHL FOUNDATION shall file in the Orphans Court of Allegheny, annually, an Account of their administration of the trust. The said Board of Managers shall not be responsible for any losses arising out of investments made by them in the exercise of their judgment and discretion. The decision and acts of a majority of the Managers of the BUHL FOUNDATION shall be and constitute a valid exercise of the trust powers and discretions conferred upon said Managers, it being my will that the decisions and acts of a majority of said Managers shall constitute and be taken as the acts and decisions of the entire Board. Without request or even suggesting that any person make gifts or bequests to the BUHL FOUNDATION, yet if any person or persons at any time be disposed to do so, I hereby confer power and authority upon the said Board of Managers to receive such bequests and gifts and to apply the principal and income thereon to the purposes of this trust under the powers, authorities and discretions herein conferred.

NINETEENTH: I desire that the Board of Managers of the BUHL FOUNDATION shall be compensated for the services they may render to the trust and also that their expenses be paid. I, therefore, give power and authority to said Board of Managers to fix the compensation each shall receive from time to time. I direct the said Board of Managers to employ C. G. Martin, of Pittsburgh, Pennsylvania, as the Secretary of the BUHL FOUNDATION during his lifetime and so long as he gives proper attention to his duties and such Secretary, an anual salary of Five Thousand ($5,000.00) Dollars per year, payable in equal monthly installments, and I direct the said salary of C. G. Martin shall be payable to him at said rate and begin immediately after my decease. The duties of such Secretary shall be such as said Board of Managers shall from time to time fix and designate. The said Board of Managers shall have the power and authority to engage or employ any other person or persons they may desire to employ or engage and to fix the compensation of such person or persons and to go to any other expense or to do any act or acts which they may consider necessary to the proper and efficient administration of the trust. The compensation of the Board of Managers, the Secretary's salary, and all other compensations and all expenses of administration of the trust shall first be paid each year or provisions made therefor out of the income of the BUHL FOUNDATION trust fund before any distribution be made therefrom for any one year.

TWENTIETH: I give to the said Board of Managers of the Buhl Foundation and its successors in the trust, full power and authority to manage, control, protect, sell, lease, invest, reinvest, and keep investing all the monies, securities and other property of whatsoever other kind it shall receive under this trust; and to pay all taxes of whatsoever kind and however assessed, also all premiums of insurance and to keep the improvements upon the real estate insured and in good order and repair and to incur and pay such expenses necessary therefor, and such expenditures shall be paid from time to time out of the income belonging to the trust. I do not restrict the Board of Managers or its successors in the trust, to any particular form or kind of investment, nor as to such as are allowed by law of Pennsylvania for the investment of trust funds, but I leave the form of investments from time to time to the sound judgment and discretion of the said Board of Managers and its successors in the trust, power and authority to sell and convey any real estate or any other property that may belong to the trust either at public or private sale, for such price or prices, at such time or times, and upon such terms of payment and security therefor as the said Board of Managers or its successors in the trust may determine and to execute, deliver and acknowledge any deed or deeds as may be required to convey title to the property sold. The purchaser shall not be required to look to the application of the purchase money whether the property sold be real or personal. Should any of the real estate be damaged or destroyed by fire or other casualty, the Board of Managers and its successors in the trust, shall have the power and authority to repair such damage or to erect new buildings or other improvements in place of the one or ones injured or destroyed and the said Board of Managers, and its successors, shall have the power and authority in the name and in behalf of the BUHL FOUNDATION to make and enter into any contract or contracts for such repairs or erecting of new buildings and improvements and to do any other acts necessary therefor, binding the BUHL FOUNDATION and its funds thereto, and to use and apply the proceeds of insurance or any part of the trust funds in payment and discharge of any obligations created by or under said contracts.

TWENTY-FIRST: I direct that the said Board of Managers of the Buhl Foundation and its successors in the trust shall have and exercise all the rights and powers incident to the ownership of all the properties, real and personal, held by them from time to time belonging to the trust, as fully and absolutely as though they were the owners of said properties in their own right. The said Board of Managers and its successors, shall have power to deposit the monies and securities belonging to the trust from time to time in such Banks and safe deposit companies as they may from time to time select.

TWENTY-SECOND: During the administration of my estate, my executors, hereinafter named and the survivor of them, shall have full power and authority to sell at private or public sale and to convey upon such terms and prices as they shall deem proper any and all property, real and personal and of whatsoever other kind belonging to my estate, other than property herein specifically bequeathed, and to execute, acknowledge and deliver such deed or deeds of conveyance as may be required to vest in the purchaser title to the property sold and the purchaser shall not be required to look to the application of the purchase money. I recommend to my executors, but I do not so direct, that such of my real estate as is profitably and securely leased be not sold. During the administration of my estate, I give my executors hereinafter named, and the survivor of them, power and authority to manage, control, protect, sell and lease all property belonging to my estate, to pay all taxes, insurance premiums, and to keep the real estate in good order and repair and to incur and pay any and all expenses necessary therefor. My said executors and the survivor of them, may continue my investments if they deem it proper to do so. Before making sale of any of my properties, I suggest, but do not so direct, that my executors or the survivor of them, consult and advise thereupon with the Board of Managers of the BUHL FOUNDATION. I authorize my executors and the survivor of them, and the Board of Managers of the BUHL FOUNDATION, to keep and maintain my summer home in Leet Township and the garden and grounds in good order and condition, and, in their discretion until the same be sold, to employ a caretaker and his wife, gardener, and other help, to purchase supplies, and to incur any other expense they may consider necessary for the protection and upkeep of said property.

TWENTY-THIRD: I authorize my executors, and the survivor of them, to make distribution of my estate in money and in kind, or partly in money and partly in kind and to allot specific stocks or other securities to any share or sharees and in their so doing, the judgment and acts of my executors or the survivor of them, shall be binding, final, and conclusive upon all legatees and other persons interested with respect to the securities allotted and the valuations placed thereon by said executors or survivor of them.

TWENTY-FOURTH: I nominate and appoint the DOLLAR SAVINGS AND TRUST COMPANY, of Pittsburgh, Pennsylvania, and C. C. MARTIN, of Pittsburgh, Pennsylvania, executors of this my Will. I do direct that the compensation of C.C. Martin for such services as he may render as one of the executors of my estate, shall be fixed by the Orphans Court of Allegheny County at such figure as to such Court shall be right and proper.

TWENTY -FIFTH: No bond shall be required of my executors, or of any trustee of my Will nor of any of the members of the Board of Managers of the Buhl Foundation, herein appointed or of their successors.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 24th day of December, A. D. 1925. Henry Buhl Jr.

TWELFTH: I suggest to the Managers of the Buhl Foundation, but do not so direct, that, in the distribution from time to time of the monies belonging to Buhl Foundation, consideration be given first to the aid, needs and well being of the citizens of the City of Pittsburgh, and the County of Allegheny, Pennsylvania. I make this suggestion out of regard to the community where I have lived and been engaged in business activities all my life and where I have formed friendships and associations which I cherish most dearly.

THIRTEENTH: I hereby authorize and empower the Managers of the Buhl Foundation, or a majority of them, if they desire so to do, to form and organize a charitable corporation under the laws of Pennsylvania, or any other state, or under the laws of the United States, having powers to administer and control the affairs and property of the Buhl Foundation in and by my Will aforesaid and to carry out the objects, uses and purposes of the said trust, which corporation shall be known as the Buhl Foundation. Upon the creation and organization of such corporation, I empower the Managers of the Buhl Foundation, or a majority of them, to convey, transfer and deliver to said corporation, all the property and assets belonging to the said Buhl Foundation, and all property and assets to which the said Buhl Foundation may be or become entitled. It is my full purpose and intention, and I so direct, that the said corporation, if incorporated and organized as herein authorized, shall take the place in my Will aforesaid of the Managers of the Buhl Foundation as legatee, residuary legatee and devisee thereof to the same effect and extent as though the said corporation had been named such in my Will aforesaid in the first instance and as such entitled to the residuary and greater portion of my estate. The said corporation so formed shall have power to hold, sell, convey and transfer any and all of its property, real and personal, or to exchange the same for other property, real or personal, free and discharged of this trust, and to convey and transfer to any purchaser or purchasers a good ,absolute and indefeasible title to the property sold, transferred or conveyed and the purchaser or purchasers shall not be required to see to the application of the purchase money In addition the corporation so formed, and its successors shall have and exercise all the powers, authorities and discretions conferred by the Will aforesaid upon the Managers of the Buhl Foundation. The Managers of the Buhl Foundation herein named, or those then acting as such, or a majority of them, shall be its incorporators together with other persons, if necessary, whom a majority of the said Managers, shall appoint and the said Managers shall constitute and act as the first Board of Trustees or Directors of the said charitable corporation, together with such other persons the said Managers, or a majority of them may select. The application for charter and the provisions thereof, the organization, by-laws, rules and regulations and other provisions for the management of said corporation and its affairs and property shall be such as the Board of Managers herein named, or those then acting as such, or a majority of them shall determine. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13 day of October A.D., 1926.

Henry Buhl Jr.

The BUHL FOUNDATION is an active component of the regional Foundation Community and resides at:

THE BUHL FOUNDATION
Doreen E. Boyce, President
650 Smithfield St.
Pgh, PA 15222