DECISION and DECREE After hearing oral argument at the call of the calendar on August 7, 2024, the court granted the petition of Truist Delaware Trust Company (Truist) to resign, pursuant to SCPA 715, as co-Trustee of the charitable trust created under Article Fifth of the Trust Agreement dated November 29, 1969 (Charitable Trust). The only party that opposed Truist’s resignation in this proceeding was the Attorney General of the State of New York (AG), appearing on behalf of the ultimate charitable beneficiaries (see EPTL 8-1.1[f]). According to the AG, a court-approved settlement agreement executed in 2010 in another proceeding (2010 Settlement Agreement) requires Truist to obtain a statement of “no objection” from the AG before it may resign as the corporate co-Trustee of the Charitable Trust. The AG represented that she is withholding consent for reasons related to alleged failures by an individual co-Trustee to support the making of grants from the Charitable Trust to charities that the Donor, Oliver S. Donaldson, had preferred. Article Eighteenth (A) of the Trust declares that any trustee is “entitled” to resign, and no limitation is placed on this “entitlement.” The 2010 Settlement Agreement does not address the right of a trustee to resign and, therefore, does not alter Petitioner’s entitlement under Article Eighteenth (A). Further, because the 2010 Settlement Agreement also does not address the procedure for resignation by a trustee, Paragraph 21 of the 2010 Settlement Agreement, which forbids its modification without obtaining a “statement of no objection” from the AG, is not implicated by the instant request to resign. Were the court to adopt the interpretation of the 2010 Settlement Agreement advanced by the AG, Truist would be required to serve in perpetuity, a result for which neither the law nor the 2010 Settlement Agreement provides a basis. The concerns raised by the AG are better addressed in the context of a proceeding in which the conduct of the co-Trustee about whom the AG complains is at issue. Finally, in their Verified Answer, three independent individual co-Trustees report that they removed Petitioner as corporate co-Trustee and appointed Comerica Bank & Trust, N.A. (Comerica) as successor corporate co-Trustee, by instrument dated November 2, 2023, in compliance with Article Eighteenth (B) of the Trust. These co-Trustees request the “consent” of the court for the appointment of Comerica as successor corporate co-Trustee. However, because the Trust sets forth a procedure for the appointment of a successor corporate co-Trustee, which need not involve the court, the co-Trustees’ request need not be granted (see Matter of Haire, NYLJ, June 7, 2019 at 23, col 2 [Sur Ct, NY County]). Accordingly, it is hereby ORDERED, ADJUDGED and DECREED that Truist Delaware Trust Company is hereby permitted to resign as co-Trustee of the Oliver S. and Jennie R. Donaldson Charitable Trust under Article Fifth of the agreement dated November 29, 1969, made by Oliver S. Donaldson, Donor, pursuant to Article EIGHTEENTH(A) of said agreement; and it is further ORDERED, ADJUDGED and DECREED that Truist Delaware Trust Company shall account for its proceedings as co-Trustee of the Trust. Clerk to notify. Dated: November 19, 2024
