§ 17-23-108 — Management of statutory trust

(a) The business and affairs of a statutory trust shall be
managed by or under the direction of its trustees. To the
extent provided in the governing instrument, any person,
including a beneficial owner, shall be entitled to direct the
trustees in the management of a statutory trust. Except to the
extent otherwise provided in the governing instrument, neither
the power to give direction to a trustee nor the exercise
thereof by any person, including a beneficial owner, shall cause
the person to be a trustee.
(b) A governing instrument may contain any provision
relating to the management of the business and affairs of the
statutory trust, and the rights, duties and obligations of the
trustees, beneficial owners and other persons, which is not
contrary to any provision or requirement of this chapter and,
without limitation may:
(i) Provide for classes, groups or series of trustees
or beneficial owners, or classes, groups or series of beneficial
interests, having the relative rights, powers and duties as the
governing instrument may provide, and may make provision for the
future creation in the manner provided in the governing
instrument of additional classes, groups or series of trustees,
beneficial owners or beneficial interests, having such relative
rights, powers and duties as may be established, including
rights, powers and duties senior or subordinate to existing
classes, groups or series of trustees, beneficial owners or
beneficial interests;
(ii) Establish or provide for the establishment of
designated series of trustees, beneficial owners or beneficial
interests having separate rights, powers or duties with respect
to specified property or obligations of the statutory trust or
profits and losses associated with specified property or
obligations, and, to the extent provided in the governing
instrument, any designated series may have a separate business
purpose or investment objective;
(iii) Provide for the taking of any action, including
the amendment of the governing instrument, the accomplishment of
a merger or consolidation, the appointment of one (1) or more
trustees, the sale, lease, exchange, transfer, pledge or other
disposition of all or any part of the assets of the statutory
trust or the assets of any series, or the dissolution of the
statutory trust, or may provide for the taking of any action to
create under the provisions of the governing instrument a class,
group or series of beneficial interests that was not previously
outstanding, in any such case without the vote of or approval of
any particular trustee or beneficial owner, or class, group or
series of trustees or beneficial owners;
(iv) Grant to, or withhold from, all or certain
trustees or beneficial owners, or a specified class, group or
series of trustees or beneficial owners, the right to vote,
separately or with any other classes, groups or series of the
trustees or beneficial owners, on any matter, with voting being
on a per capita, number, financial interest, class, group series
or any other basis;
(v) To the extent that voting rights are granted
under the governing instrument, set forth provisions relating to
notice of the time, place or purpose of any meeting at which any
matter is to be voted on, waiver of any notice, action by
consent without a meeting, the establishment of record dates,
quorum requirements, voting in person, by proxy or in any other
manner, or any other matter with respect to the exercise of any
right to vote;
(vi) Provide for the present or future creation of
more than one (1) statutory trust, including the creation of a
future statutory trust to which all or any part of the assets,
liabilities, profits or losses of any existing statutory trust
will be transferred, and for the conversion of beneficial
interests in an existing statutory trust, or series thereof,
into beneficial interests in the separate statutory trust, or
series thereof.
(c) To the extent that, at law or in equity, a trustee has
duties, including fiduciary duties, and liabilities relating to
a statutory trust or to a beneficial owner:
(i) Any trustee acting under a governing instrument
shall not be liable to the statutory trust or to any beneficial
owner for the trustee's good faith reliance on the provisions of
the governing instrument; and
(ii) The trustee's duties and liabilities may be
expanded or restricted by provisions in a governing instrument.