HomeMy WebLinkAboutVILLAGE LAND COMPANY VILLAGE LAND COMPANY
6 Elm Street
North Andover, Massachusetts
01845
P&CORD~D
Mr. John J. Lyons
Town Cie rk
Town of North Andover
Town Building
North Andover, Massachusetts
Dear Sir:
1975
01845
POOK MISC. #2
PAGE 326
As a trustee of the Village Land Company, I file with
you herewith pursuant to the provisions of Chapter 182,
Section Z, additional changes in trustees subsequent to the
date of our last notification. These copies are from the
Registry of Deeds book and have been attested.
Yours very truly,
VILLAGE LAND COMPANY
Arthur C. Morrow
Trustee
cab
Enclosures (16)
ESSEX :~ORTH ~-~'~
,,~',:-,a~ RY OF DEEDS
A TRLE COPY: ATTEST:
- ;".-"-;,: ?£
./"--" 2//
!ESSEX NoRtH R_G.$TRY~ 1 OF DEEDS
L~AWRENCE, ~ASS' · :'x--~]~.'~. '~, .q ici b g~
ESSEX NORTH REGISTRY OF' DEEOS
LAWrenCe-. ~:ASS_, '? ~ ~:': ~',_. i ~ i: h~
TRUE C:OP¥~..~-~,~A' --~'". ~ ,
ESSEX NORTH" REGISTRY OF DEEDS
' A TR~E COPY: A~E~" :~ ~
~SSEX NORTH REGISTRY OF DEEDA
~WR-NC--. ~,!~SS -~J~£: . '.'1 I ~-i l~ L~
TRUE CO?Y: ATTEST:
ESSEX ~'~ORTH Rr_.,~,aIRy OF DEEDS
A TRUE COPY: AI--FE~t-:
~';o~.t ce of
E~milton
Oscar .~. Godfrey, and 8amael ~. Rockwell. both of Norgh Andover. Ea
sex County. and Commonwealth of Massachusetts, Trustees of the Village
~and Company, a Massachusetts Realty Trust, established by deed of
trust dated January 8th, 1914. and recorded in Northern Essex Registry
of Deeds.ih book 338, page ~5, ar~l by amendments thereto, hereby certi
fy az follows: That on '~ay 15th. 1926 at North Andover, ~esachusetts
George 5. Eanilton. one of the original Trustees of said Village Land
Company died, being a Trustee of said Village land Company, at the
WITheS3 our hands and seals this 1st day of June
{seal
(seai)
date of his death.
1925 ...... ) Oscar M. Godfrey
Commonwealth of 'Massachusetts. Es- ) Samuel P, Rockwell
sex s's,- Then personally appeared ) Trustees of the Village
)
the above named Oscar M. Godfrey, ) Land 0ompany
an~ 2~el ~, Rockwell. h~th well. know~ to me as Trustees of the
lags Zend Company, ar~ mmda o~h that the statemen~ by them abov~ sub~'
scribed is true. ~rano[s N. ~ockwell, ~r,. Notary Public.
sion expires ~y l?th. 1929. (Notaria]
Essex ss. Reeeive~ June 2,1926 at 40m pas~ 1OA.M. Reeorded and ~maned
gS'EX NORTH REGISTRY OF DEEDS
A ia, w=_ COPY: Al'TEST: ~1 '
· ,u.,ih, REGISTRY OF DEEDS
ESSEX NOPTH REGISTRY OF DEEDS
g TRU~ COPY: A~[ST:~}
ESSEX NORTH REGISTRY OF DEEDS
LAWRENCE, MASS · ~.~,'~'~'~"~ 0 lq ~[~
A TRUE COPY: A'I-t'EST:~'~ "
DECLARATION
June 14, 1963 183muel F. Rockwell, one o[ the present
,Trustees o[ the Village Lan(1 Comp,uny trust (~ated January 8,
1914, and recorde(~ in the North Essex Registry of DeeCls in
Book 338, lC~ge 35, hereby certi[y that one o[ the original
subscribers thereto, Henry D. Rockwell o[ North Anaover, is
still alive as o[ this ~ate.
S tare of
County of Essex
June 14, 1963 Then personally appeared Samuel F. Rockwo}l
and swore to the truth o[ the above statement;
...
Essex,ss. Recorded J~e 18, 1963 at 1Om past l~.bI. ~612
ESSEX i~;ORTH REGISTRY OF DEEDS
LA~'~,~NC~. ~,ASS._- (l~'~/ O, i~,b ~/'
A TRUE COPY: AI~'EST:~ ' , '
Recorded in Book
1019, page 163
I, the undersignmd S~mu~l F. Rockwell. one of the
Trustaes of Village Land Company under tr~st instrument datad
January 8, 1914 r~corded in Essex ~orth Registry of Deeds,
BOOk 33a, Page 35, as h~retofor~ amended, h~ret~f r~sign from
such trusteeship.
In wit~ss wi~ere~f I hav~ h~reunto set my signa ute
and seat this 28th day of $~pt~mber, 1964.
..s/ Samuel .F.~ogkwell
Co~_~o. nwealtb of ~smachusettm
S~ptemb~r 28, 1964
Personal~y appeared the above-named Sa~aml F. RoW~ell
and acknowledged the foregoing instrument to be his fr~ act and
d~edo
Befor~ ~e,
~o~ary Public
exp~es. July 20, 1967
(notarial seal)
Recorded in Book
1019, page 164
~a~ J~ B, 1914
~ ~1 ~ 2~th
William ~P. Rockwell
David 8~ WZlie _
=~ion ~ir~$ July 20, 1967
~notarial~ seal)
NOW ALL MEN ~ Y THESE
Recorded in Book 1019
page 164
Reference is made to a Declaration of Trust dated January
8, 1914, recorded with Essex North District Deeds, Book 338, Page
35, as most recently amended by amendment dated September 28, 1964,
establishing the Village Land Company.
WHEREAS, Samuel F. Rockwell and William P. Rockwell resigned
as t=ustees of said Trust by instrument dated September 28, 1964,
recorded with said Deeds, and
WHEREAS~ by Article III, Section 1, of said~Declaration of
Trust.it is provided that:
"There shall at all times be three Trustees, and,
.if and whenever the number of.TrUstees shall
become, less than three, a vacancy or vacancies
i~%aid office shall be deemed ~o exist. Each
vacancy in the office of Trustee shall be filled
by instrument in writing setting forth (a) the
appointment of a natural person to act as Trustee,
signed'and acknowledged (in the manner required for
the recordinq of deeds in the Commonwealth of
MaSsachusetts) by the registered holders of not
less than fifty-one per cent of the then outstanding
shares, and (b) the acceptance of such appointment,
signed and so acknowledged by such.person. Such
instrument shall become effective upon the recording.
thereof with t-he Essex North District Registry of
Deeds, and such person shall then be and become a
Trustee and shall be vested with title to the trust
property, jointly with the remaining or surviving
Trustees or Trustee, without the necessity of any
act of transfer or conveyance.~
NOW, THEB~WORE, we, the undersigned being registered.holderS of
no= less than fifty-one per cent of the outstanding shares of the
beneficial interest in said trust do hereby designate and appoint
Charles P. Rimmer,Jr. of Groton , Middlesex County,
Massachusetts, as a trustee of said Trust to fill the vacancy caused
by the resignation of said samuel F.-Rockwell..
WITNESS our hands and sea~ t_his 28th day of
September, 1964.
s/ walter T Putnam
l/ Arthur W. Reynolds
s/ Frank W. Reynolds II
s/ A Forbes Reynolds.Jr
s/ Samuel F Rockwell
s/ William P. Rockwell
s/ Samuel F Rockwell )
s/ Ralph G. Boyd )
s/ Charles p.. Rioter, Jr.}
Trustees under the will of
George D. Davis
COMmONWeALTH OF MASSACHUSETTS
all of
Then personally appeared before me/the above-named
shareholders '
and acknowledged the foregoing instrument to be ~heir. free ac=
and deed.
September 2~ 1964
s/ David A. Wylie
Notary Public ~
My co~mission expires~ 7/20/67
(notarial seal)
I, the undersigned Charles P. Ri~u~er,J~. ~ereinbefore
designated as trustee of the aforementioned trus~, do hereby
accept said appointmen= as trustee.
Witness my hand. and seal this
September, 1964.
28th day of
s/ Charles P. Ri,,~.er, Jr.
CO14M0~TH OF MASSACHUSETTS
Essex, ss. September 28, 1964
Then personally appeared before me the above-named
Charles P.Rim-~er,Jr. , successor trustee of the said Village Land
Company, and acknowledged the foregoing instrumen~ to he his free
act and ~eed as successor ~rustee as aforesaid.
s/ David A. wy%ie
Notary Public
My commission expires: 7/20/67 '
'(notarial Seal)
- 2-
we certify that the persons who signed the foregoing
instrument are the registered holders of not less than fifty-one
per cent of the outstanding shares of the beneficial interest
in said trust.
s/ Samuel F Rockwell
Samuel F. Rockwell, Trustee
s/ Arthur W. Reynolds
Arthur W. Reynolds· Trustee
s/ William p. ROckwell
William P. Rockwell, Trustee
COMMONWEALTH OF MASSACHUSETTS
Essex, ss.
September 28
Subscribed and sworn to,before me
· 1964
s/ David A. Wylie
Notary Public
My commission expires: 7/20/67
(notarial seal)
- 3 -
Reco.u~ed In Book
1019, p~ge 166
PRESENTS
~eference is made to a Declaration of Trust dated Janua~
· 8, 1914, recorded witk Essa>: ~orth District Deeds, Book 33S, Page
35. as r. ost recently amended by amendment dated September 28, 1964,
establishing uke Village Land Company.
%2~~ED~, Samuel F. Rock-well and ~illiamP. Rock, ell resigned
as t_~s~ees of s~id Trust by instrument dated September 28, 1964,
recorded witk said Deeds, and
~..~E~, by Article IIZ, Section 1, of said Declaration of
T~ast.i~ is provided that:
'~here shall at all times be three Trustees, .and,
.~.f and whenever the number of ~rustees shall
become less than three, a vacancy or vacancies
in said offiae shall be deemed to exist. Each
vacancy i~n the office of ~rus~ee shall be filled
by instrument in w~iting setting forth (a) th~
appointment of a n~tural person to act as TL~stee,
signed and acknowledged (in the manner required for
the recording of deeds in the Commonwealth of
~assachusetts) by the registered holders of not
le~:5 than fifty-one per cent of the then outstanding
sha~es, and (b) the ~cceptance of such appointment,
signed and so ac~owledged by such person. Such
instrument shs!! become effective upon the recording.
thereof with the Essex ~orth District Registry of
Deeds, and such person shall then be and become a
Truste~ and shall be vested with title to the trust
property, jointly with the remaining or surviving
~asteas or Trustee, without the necessity of any
act of transfer or conveymnceo''
~OW. Ti-?~R~PO~, we, the undersigned being registered.holders of
not !ess uhan fifty-one per cent of the outstanding shares of the
D~..e__c_al interes~ in said trust do hereby ~esign~te and appoint
~a!ph G. Boyd of Boston , Suffolk County,
!~assachusetts, as a trustee of said. Trust to fill the vacancy cause~
by the resignation of said william P. Rockwell.
WZT~SS our hands and seals this 28th day of'
September,
s/ walter T Putnam
S/ Arthur W Reynolds
s/ Frank W. Reynolds II
s/ A Forbes Rockwell Jr.
s/ Samuel F Rockwell
s/ William P. R~ckwell
s/ Sam~el'F Rockwell )
s/ Ralph G Boyd )
s/ Charles P. Rimmer, Jr.)-
Trustees under'the will of · George D. Davis
all of
Then personally appeared before me./the above-named
shareholders , ,
and acknowledged ~he foregoing instrument to be th~i~ free ack
~nd deed.
CO~V~hD~LTH OP MASSACHUSETTS
September 28, 1964
s/ David A. Wvlie ....
Notary Public
My commission expires: 7/20/67
(no%ariel seal)
i, the undersigned Ralph G. Boyd , hereinbefore
designated as trustee of the aforementioned trust, do hereby
accept said appointment as trustee.
Witness my hand and seal this
Sept~,~bar, 1964.
28th day ~f
s/ Ral~h...G Boyd
CO~L%[055.~ALTH OF MASSACHUSETTS
Essex, ss. September 28, 1964
Then p~rsona!!y appeared before me the above-named
Ralph G. Boyd , successor trustee of the said Village.Land
Cor, pany, and acknowledged the foregoing instrumen~ to be his free
act and dee~ as successor trustee as aforesaid.
s~ David A. wvlie
~otary Public
My commission expires: 7/20/67
(notarial seal)
- 2 -
We certi~! that the persons who signed the fore-
going in3tru'~ent are the registered holders of not less than
fifty-one per cent of the outstanding shares of the beneficial
interest in said trust.
s/ Ssmuel F Rockwell
Samuel F. Roc~wmll, Trustee
s/ Arth~W. Revno~ds
Arthur.W. Reynolds, Trustee
s/ William P. Rock~ell
William P. Rockwell, Trustee
COMM~F~TH OF MASSACHUSETTS
~eptember 28, 1964
Subscribed and sworn to, before me
_.S/. Da__vid A. wv~ie __
Notary Public
My commission expires: July 20, 196~
- 3 -
P~r to enter ira. to cont~ac~o for repairm or
tho t~ua pre?arty;
_ s/~A_rthur W. Reyn_o~lds _ --__
~.~:0h G. Doyd, Tru~o~
=-~. s~.~C_h_ar~ 13~s__~P ~ _Ri~ .mm. er_~ Jr. ___
September 28 , 196~
.,o,o,y Public
~y con~i~mion o.xpirus~ July 20,1967
VILLAGE LAND COMPANY
6 Elm Street
North Andover, Massachusetts 01845
~une 10, 1975
Mr. John J. Lyons
Town Cie rk
Town of North Andover
T own B uilding
North Andover, Massachusetts
01845
Dear Sir:
As a trustee of the Village Land Company, I file wi~h
you herewith pursuant to the provisions of Chapter 182,
Section 2, copies of changes in trustees subsequent to the
date of our last notification.
cab
Enclosures
Yours very truly,
VILLAGE LAND COMPANY
Arthur C. Morrow
Trustee
RECORDED JUNE 13, 1975
Book Misc.#2 Page 310
KNOW ALL MEN BY THESE PRESENTS
Reference is made to a Declaration of Trust dated
January 8, 1914, recorded with Essex North Registry of
Deeds, Book 338, Page 35, as most recently amended by
instrument dated September 28, 1964, recorded with said
Registry, Book 1019, Page 156, establishing the Village
Land Company.
WHEREAS, Ralph G. ~oyd, a trustee of said trust,
has died~ and
WHEREAS, by Article III, Section 1, of said Declara-
tion of Trust it is provided that=
~The=es~hall at all times be three Trustees,
and, if and whenever the number of Trustees
shall become less than three, a vacancy or
vacancies in said office shall be deemed to
exist. Each vacancy in-the office of Trustee
shall be filled by instrument in writing
setting forth (a) the appointment of a
natural person to act a~ Trustee, signed and
acknowledged (in the manner required for the
recording of deeds in the Commonwealth of
Massachusetts) by the registered holders of
not less than fifty-one per cent of the then
outstanding shares, and (b) the acceptance
of such appointment, signed and so acknowl-
edged by such person. Such instrument shall
become effective upon the recording thereof ~
with the Essex North Registry of Deeds, and
such person shall then be and become a
Trustee and shall be vested with title to
the trust property, jointly with khe remaining
or surviving Trustees or Trustee, without the
necessity of any act of transfer or conveyance."
NOW, T~REFOP. E, we, the undersigned, being the
registered holders of all of the outstanding shares of
the beneficial interest in said trust do hereby designate
and appoint William T. Kemble, of Tucker's Town, in the
British Colony of Bermuda, as a trustee of said trust to
fill the vacancy caused by the death of said Ralph G. Boy~.
Recorded Jm~e 13, 1975
Book Misc.#2 Page 310
June 11, 1975, Certified to be
true copies: Attest:
· / ( ,~'adford L. swim "'" No~.ary Public
MY commission Expires September 25, 1981
· 1972.
of the Will of George G. Davis
'31,5
COMMONWEALTH OF MASSACHUSETTS
Middlesex , ss. October 16, , 1972
Then personally appeared the above-named Charles
P. Rimmer, Jr., and acknowledged the foregoing
ment to be his free act a d .,, '~
n deed, _
,]~h~ for e me,
My co ~on e~=es~b.
I, the undersigned William T. Kemble, hereinbefore
designated as trustee of said Village Land Company, do
hereby accept said appointment as trustee.
~ W~.TNES$ my hand and seal this /~ day of
nCOMMONWEALTH OF MASSACHUSE~S
,ss, , 19,2
personally appeared the above-named William
T. Kemble and acknowledged the foregoing instrument
to be his free act and deed·
Before me, ~ v ' ~ ..... -
~ ~tary Public /
"/'-- "- Y exmir ~' "'-"' .... '; "' ~ .....
--_: j~-; -,~y. commzsszo es: '.'. -,-2..,~,
NATI4A~ NE',¥BUR¥ IM /::?'~.:,(,/~';-:~.~':-;.-". ,-.'-',:
NOTARY PUBLIC ' '~:~:~!
-2- MY' COMMI$SIO~
#10301 E)IPJRES NOVEIdBEIi ~Z, 197e
Reoorded Nov.13,1972 at 12:44PN
;:)lJSUq YFtA tO'.4
IVutter, McClennen & Fish
Counsellors at Law
75 Feds[al ~,t,,
~T&O- o y
816
VILLAGE LAND COMPANY
RESIGNATION OF ARTHUR W. REYNOLDS
AS ONE OP THE TRUSTEES
I, the undersigned Arthur W. Reynolds, one of
the trustees of Village Land Company under Declaza-
tion of Trust dated January 8, 1914, recorded in
Essex North Registry of Deeds, Book 338, Page 35,
as most recently amended by instrument dated September
28, 1964, recorded with said Registry, Book 1019,
Page 156, hereby resign from such trusteeship.
Witness my hand and seal this twenty-fifth day
of October, 1972.
COMMONWEALTH OF MASSACHUSETTS
Essex , ss. October Z5 , 1972
Then personally appeared the above-named Arthur
W. Reynolds and acknowledged the foregoing instrument
to be his free act and deed,
.~' .~.~{~ t ~.,~/.. ,.
Before me,
Notary .~bl~c ·
My co~xss~on eXpf~O~:'~.'~..,' e. ~-
Recorded Nov,13,1972 at
June 11, 1975, Certified to
be tru~]~~TTES T:
~j Commis.~o~ 5xp~res September 2;5, 1981'
OU~O '$SVPi 'NO.I, S08
.I.3'a B.tS '!¥~3(]3.'1
KNOW ALL MEN BY THESE PRESENTS
Reference is made to a Declaration of Trust dated
January 8, 1914, recorded with Essex North Registry of
Deeds, Book 338, Page 35, as most recently amended by
instrument dated September 28, 1964, recorded with said
Registry, Book 1019, Page 156, establishing the Village
Land Company.
WHERF2%S, Arthur W. Reynolds fhas resigned as a
trustee of said trust by instrument dated October 25,
1972, recorded with said Registry; and
WHEREAS, by Article III, Section 1, of said
Declaration of Trust it is provided that:
"There shall at all times be three Trustees,
and, if and whenever the number of Trustees
shall become less than three, a vacancy or
vacancies in said office shall be deemed to
exist. Each vacancy in the office of
Trustee shall be filled by instrument in
writing setting forth (a) the appointment
of a natural person to act as Trustee, signed
and acknowledged (in the manner required for
the recording of deeds in the Commonwealth
of Massachusetts) by the registered holders
of not less than fifty-one per. cent of the
then Outstanding shares, and (b) the
acceptance of such appointment, signed and
so acknowledged by such person. Such instru-
ment shall become effective upon the recording
thereof with the Essex North Registry of
Deeds, and such person shall then be and
become a Trustee and shall be vested with
title to the trust property, jointly with the
remaining or surviving Trustees or Trustee,
without the necessity of any act of transfer
or conveyance."
NOW, THEREFORE, we, the undersigned, being the re-
gistered holders of all of the outstanding shares of the
beneficial interest in said trust do hereby designate
and appoint Arthur C. Morrow, of Groveland, Essex County,
Massachusetts, as a trustee of said trust to fill the'
vacancy caused by the resignation of said Arthur W. Reynolds.
June 11, 1975, Certified to be true copies: ATTEST:
~¥ GOmm~ss~O~ E~p~reS September 25, 1951
318
WIT~SS OUr hands and seals this ~ day of
, 1972.
Trustees under Article Third
of the Will o~ George G. Davis
COMMONWEALTH OF MASSACHUSETTS
Middlesex , ss. November 2, , 1972
Then personally appeared the above-named Charl~
P. Rimmer, J~.., and · ·" ~'- ' ..~'~" ~.~
acknowledged the foregozng z.n.s~.xu~
ment to be hzs free act and deed, ,. ~'~.',-"? ¥( ~'
Before
me,
Ny =~saon exhales= Feb. ~,-
I, the undersigned Arthur C. Morrow, hereinbefore
designated as trustee of said Village Land Company, do
hereby accept said appointment as trustee.
WITNESS my hand and seal this ~ ~- day of
COMMO~EALTH OF MASSACHUSETTS
~ , ss. ~~ ~, , 1972
Then personally appeared the above-named Arthur
C. Morrow and acknowledged the foregoing instrument;
to be his free act and deed,
- M~ ';c~iss~on
-2-
KAI~4ERINE C. O.~Q4X), of llorth An4over,
~YTON O~X30, of tlld t~rth Andover,
~#J~41IN C. O~, all4) ef ladd
N~rth Anclover,
the Orilil~el Trueteee hereunder.
MIEREA~, limultenee~lly with the' execution hereof, enid Trugreen h~e
received, ~d ~ hold, the I~ of S~, ~d h~l i~fld to issue ther~
NOW, THEREFORE, aaid Trustees keraby declare end lgree thee they will
hold ~d ~inlst~ N ~e f~d ilid ~ to~th~ with ~y reel or
pe~el pr~erty h~eefter Kquired ky thm In ~itl~ thereto, IN
T~ST, for the uses ~d p~ h~ein~ft~ 8et f~th.
ARTICLE I.
Nmie lad Prin¢i~ll Office
All thlnga relating to this Trust may be done under the name of OLD NORTH
AFl)OVER REALTY TRUST° The principal office of the Trust ahell be
17g O~good Street, t~rth Andover,/Amsa~chu~etts, or* such other place
ee the Trusteea n~/ fram time to tlme nelect,
ARTICLE II.
I
Beneficial InterastlJ Sh.eree.~nd. Cert.lficatea.
I, The boneflclal interest of this Truat ahall be in the hold-
ere from time to time of 8haraa of beneficial interest without par
value, end such shl~ea shell constitute peraonll property.
2. There ere hereby authorized ~30 shares of oenefic;al Interest
~ the initial number ef ahm'e$o Additional shares may be authorized
from time to time Dy the unanimoua vote of the Trusteea.
5. The~Truateee shall forthwith issue three such sharea in
accordance with their agreement set out above.
-I-
4. /~t~erlzed ~heree shell be issued only en provided in the fore-
ping pars~r~h end nn fsi lei, l:
Is! Shares ~my hereafter Im ieeuee frm time to time
I~y vote ef · majority of the Trustees in exchange for c~h or my pragerty,
reel or per~enslt st a pries ~ ~ere st leust equal to the fair value
per eher~ of the ~aren then lee,eS md e~tetmding ne determined l~y vote
of at leant · majority of the Tr~teee In office.
lb) Sl~ree m~ #e~eofter I~e lu.ed fram time to time
by ~te of I majority of the Trustees, m ~he~e dividends or for the
purpose of ~plittlng up outstanding l~ree. No frKtionsl shares shall
be i Illmd.
~5o Each euthorlze¢l ~hare I~len¢l end ~tstendlng shall be entitled
to a~e vote ~nd to the same rights eno benefits under this Trust en each
other ouch ~hare end on s parity therec, ith.
6. Each shareholder's interest ~ell be represented by · certi-
ficate or certificates In ~uch form end signed ne the Trustees may from
~time to tlme determines evidencing the a~ner~hlp of shares. The Trustees
may iuus ne~ certs ficatee to replace lees or mutl Isted certi ricers& on
such cendltions ss they may determine.
7. A register Shell be kept by the Trusteel st the principal of-
fice of the Trust ~hich Ihall 1~ the names of shareholders, their e~-
dre$1ee e~ furnJ~l~ed by them, the somber of shares held by each and Ill
transfers of shares.
8. Shares shall be transferable on thio register by the holder
thereof of record on such regiseer, in per~n or by attorney/ at the
principal office ef the Trust, in accordance with and subject to such
rules ~ may fram time to time be entabll~ed for that purpose by the
Trustees, and upon surrender end cancellation of the certiflcete or
certiflcatee therefor duly endorsed or ~lgned for transfer. Upon
such transfer, the Trustees shall cause to ~e delivered to the transferee
or transferees · certificate or certlflcstes representing the shares ed)
transferred an~ to the transferor · certificate or certiflcstes repre-
senting the shares, if any, not so transferred and represented by the
certificate surrendered. The Trustees may treat the registered hol~er
for ell purposel as the owner of the share or shares registered tn his
nm~e end shall not be effected by any notice or knowledge to the con-
trery. Any notice to or approval or consent of t~e registered holde~
of any ~hares shall bind all future holders of the same shares or shares
issued in place thereof or upon transfer~ thereof o~ any of them and all
those succeeding in any way to the interests of such holder.
For the purpose of determining the holders of shares entltlea to
any dividend or to any rights or to any notice or to give any c~naent or
for any other proper purpose~ the Trustees may close the transfer books
-2-
fc~' a period not exceeding forty days st a time, dm-lng ~ich no
fers ~11 ~ m~e~ oF m~; In lieu of ¢l~lng the trmnfer b~n
efor~eid, fix In ~v~ce · re~d date not exceedtng forty ee~
ce~lng the date on ~ch ~u~ eivi~nd ~ p~able ~ I~ ri~te dietrl~
utable ~ such notice o~ con~nt ia to be glv~ o~ is to be off.tire
only the hol~ of re.rd ~ .u~ record date ~ell be ~tltled
calve ~ dlvl~d or l~ch rl~ti ~ lu~ notice ~ te gi~ ouch c~ient,
no~ithitandlng ~y trm~fer of my t~ on tel4 regllter after
eu~ record ~ete fixed I~ eforellld.
ARTICLE III.
SubJect to the provisions of this Article, hol~era of Ibm-el shall
be entitled to divldende, ~en, ee and If declm-ed by the Tru~t~ fr~
time to ti~ in their discretion end p~able et ~y date fixes by the
Trustees, o.t of the net profit~ or su~lul {~ethe~ pli~ln or other-
wise) of this Trust, in c~h or property, includlng, without my limi-
tation upon the generality of the fore. lng, securities of thi~ Trust,
~d for that purpose the Trustees may authorize the lllu~cl of certi-
flcatea ~d IcFip and ney c~italize ~11 or ~y p~t of the surplus and
may dateline the n~ber of ~llerl per ~are ~ c~italized; but no
sherehol~r shall have ~y ri~t to ~y dlvl~nd~, ~ethe~
pr~erty or securities of thil Trust, except ~en ~d . such dividends
shell be p~id or notice shell have been given to ell the
~o ~e to receive eu~ dividends that the s~ have been ~cl~ed
eforeelid, ~d then only upon the te~ that the I~ ere declared
the Trust~; ~d no ~hereholder, Trustee or a~nt of thio Trust shell
be liable personally for any .u~ elvldend, ~e every shut.older en-
titled thereto shell I~k only to the Trust estate for the pe~t of
~y ~u~ dividend.
In the abaence of fraud, the determination of the Trustees aa to
net prolite and surplus, and aa to any revaluation, or any other matter
in connection with the payment of dividends shell be final and conclusive.
ARTICLE IV.
Truatees,
I. There ahall be three Truatees hereunder, who may but need not
be holders of sharea hereunder. Each Trustee shill hold office until his
death, resignation or removal.
2. No TruItee shall be obliged to give any bond or other aecurity
for the performance ef any of his duties,
$, Any TruItea may reaign without intervention of court, by a
-3-
office of the Trmt, ~l~i~ reeilnetle~ ~efl t~e effect t~ drays after
being me eepoelte4 er q~m the e~l'ller eeeeptmce thereof by the rw~eln-
lng Trustm.
¢. Any Tr~tee ~o, In tl~e eplnle, ef the other Trust#s, h. b~
Tr~t~ ~ ~it~ et the prin¢ip~l ~ffl~ of the Trot. A ~y of
· uch ~lting ~ell ~ p~tly glv~ te ~e Trot, ~ing ~
Trutt~ ~lll ~ithin thirty ee~ ~lnt my ellgi~le per~, natural or
cor~rate, te f j I I the v~y.
effective m ,~ ~ the ~oZn~nt, e~d ~y the r~eining Truest,
me the ecc~tm~, ~i~ ~4 ~1~ by the ~ Trust~, .hell
h~e b~ ~lt~ in the principal effl~ ef the Trot.
7. If thee ~e I~e th~ ~r~ T~t~I in office for a period
of three ~fh~ or ~e, my Tr~t~ ~ ~l~r may petition a Court
h~tng ~uriaeicti~ te fill my ~cy ~ ~ci~ th~ ~leting so
that the~ ~ell fheFeaft~ ~ thr~ Tr~t~ In elfin.
8. A certiflcate ~ith ~t to the r~l~etl~, r~vel or
~ath of ~y Truat~ ~e gith r~p~t to the ~elnt~t ~4 ~cept~ce
of any ~uccel~ Truer., liDN ~d ~k~lH~d by the Secretary for
the time being in office, Ihell be r~ In I~ ~gilt~y of Deed~ in
~ich thia Decla~ati~ ia re~r~e. ~r~ ~allng mith the Truer may
rely ~ the rtcordl of lue ~gilt~ of ~ ~ te the Trulteea then
in offi~. The origlnale of all e~ c~tlflcetee ~al~ be attached to
~d k~t m~th thio Oecl~etl~ m~ ~tee in the principal office of
the Trust.
g. Title to the truer property shell elamye veet in the Trustees
for the time being in office, end ne con~eyanee or transfer between
Trustees Shall be neceseery ~het~ · Trustee dias, r~i~s or
or ~en · n~ Tr~t~ c~ into effl~, bat the Tr~tee~ ~d ~y four
Trustee, or hie ~ their legal ~rt.ntltivel, ~all, if refluelfed~
execute, ackn~l~ ~ ~liver to the TF~te~ then in office such
confi~etory 4eliverie~ ~ inatr~nt~ of c~vey~ce, tryster ~d
~ig~nt ae the TF~t~ in effl~ or my
lirable.
ARTICLE ¥.
C_ertain Po~erl of the Trustee-
The Truatees shell have p~lr:
(al To manege and improve the trust property in any manner
deemed by them beneficial to this Trust md the I~areholders theremf,
free fram Ky control er dominion by the ~hareholdere,
(b) To nc. quire by purch~e, partition, lease, release, gift,
of, ~d to m~. ~trKtn with r~pact to, ~y reel ~ p~.l pr~ty
er ~y int~flt thesis.
(c) To retain, invest end reinvest in my prel~erty, reel llnclud-
lng vacant land) er per~ll, of ~et~er ~t~ ~ ~t, md ~ether
er not Inc~ pr~ucing ~ ~tlng, ~i~ the Tr~t~s ~eider d~lr~le,
~d my inve~t~nt m~e ~ retained by th~ In ~ filth Kill H prier
~ thou~ in the ~ce of thla e~rm auth~lty 'au~ inv~tmnt
ml~t not be prier.
Id} To hol~l any reel er personal property in the name of this
TrueS, er in the n~me ef one or more of the Trustees or in the name of
s naminee or nemJnee~, in each ce~e without indication Of ~ty trust.
la) To vote directly or by proxy with er without
stltution and with or without discretionary pmmr, give consents, and
take other action wlth respect to the affairs of any cerperition, Trust
or ergenizstion ~ose securities may be held by thil Trult; to m:t in
such manner as the Trustees seem preper in any reergenizatlon, merger
or conso lidstien affecting such securities; to eepoelt securities in
any voting trust or with any protective or like ceemittee or Trustee,
or with depositaries designated thereby end pay eeseemmets on such secu-
rities; e~d to emend or terminate any other TruSt or organization in
~hich this Trust is interested es beneficiary or othen~iss.
(f) To decide t~hat is inceme or principal, and ell questions
between income and principal, e~ they think fair and reasonable In each
ca~e as it arises, end notwithstanding any ruled of l e~ that in the
absence of this expreu pcmer might be appl;cable thereto.
in dispute
or against
(h)
tracts and
To cc~oromlse or submit to arbitration any claim or matter
affecting the trust property, whether asserted by the Trustees
them or the Trust pro~srty o~ any thereof.
To execute and deliver all necessary and proper ~eeds, con-
other instruments incident to any of their p°~ers.
(i) To ~ell, lease, let to tenants st will or exchange any or
all of the personal property, real estate or interests therein held by
this Trust, in such manner, to such persons, for such cash, securities
or other considerations, and upon such terms as to credit or otherwise
es the Trustees may determine at public or private sale, and to execute
acknowledge and deliver such deeds, leases, bills of sale or other
struments as they deem necessary or advisable, to make allowances to and
errungements with tenants and others end to accept surrenders of lea~es
end tenancies; and to make such agreements with c~ners of adjoining
property in regard to easements of every sort and description, boundary
llnes~ party wells or other like subjects of agreement as they may deem
necee~r-), of- coevenlent for- the purpolee bettor; ~d
~ tr~f~ ~all Iff fo the ~pltcltl~
~i~; md Iwlth~ut lim~ti.ag the ~erl~Ity of the pr~lmi~8 of ~tlcle
~ ex~m~, ~ithltmdlng the fKt that they ~ ~y If the ~ bm,
et the tim of ~ ~vey~ ~ trmtf~
direct Inter, p~el ~ oth~i~, i~ the tr~f~ ~ Im ~ in
the m~, result, ~ effect of m~Ing ~ conv~m~ ~ trmsf~. ~y
~le ~ ot~r dl~lti~ of pr~orty m~r this
~tl~ with the t~lnetl~ of this Trot
of ~ Bey be m~ f~ my oth~ re~.
~ ~elf of the Trite Mill H veil4 elt~ it may or m~ ~t ext~d
be~d the t~Inetl~ of thio Trot.
l J! To improve my pm't of the trust reel eetete end te deetrey
or- alter any emi ell bel idlng4 ce- ether etructures et my time tl~ereen,
md to conetruct, erect or belle In lieu thereof m~, other helldln~B er
etructures; end te employ ell ouch pereont Md m~l<e ell ~ec~ contracts
Ind do ell such other thingl Il they may consider neceseer'y or conveolent
for ~ ouch pulepole.
dR} TO reqteir, ~'el)ul Id c~' restore my bul Idlng8 or' other' strut-
tm'es ~n~ed ~ ~troyed by fire or ether
(1~ To c~ ~ ~ ~erlte my ~I~ ~ ~y oth~
~terprJ~B ~ Ktivitlfl ~I~ ~t my tim ~11 ~peor to the Trite
~4uclve to t~ prot~tJ~ ~ ~ef[t of the T~t, md ~elly in
m~tterB to ~tl with the trot pretty me to mma~ ~d ~ct the
~n~ of the Trot, subject only to the ~eciflc limitations c~telne~
th[~ Decl~atl~ ~ full~ ~ if the Trustee ere t~e ~lute ~ere
the trot pr~erty.
Ira) Ts dietri0ute any of the truer prope~'ty .moflg the
ers ~elly ~ p~tielly in c~ or in kind me to ~11 for etltributl~
mit~ p~ to trmmfer lnv~t~ ~ to ~vey re~l pr~erty or
Inter~te therela, ~ether ~ate or ~eivl~d, ~ tmglble
p~ty, m p~t or the ~ole of the ~e of my per~, with
out tr~ferrlng or c~ying slmll~ pretty to my other pe~,
et eu~ veluet~l ~ they shell ~ ~ult, ~ valuetlonl, ~en
in g~d f~th~ ~11 be
(hi To lelte ouch offices end employ luch counsel, manegerl,
igents or clerlcei of' other mlet~nti es they ~hell think proper for the
e&le or menegd.aent of ~ny of the tryst property, or for conducting the
bueineee of the Trust, a~d to pay reesene~31e ca~pensetlen therefor; to
give any person, firm, ~esocietlon or corporation, ee agent, written
authority to m~nege ell or any of the reel e~tete of the Treat md to
authorize ouch agent to execute teoenclee at wi II end oleo to execute
leNee of ouch real estate o~ behalf of the Truetmm for any term Gf
years end upon euc~ other terme end condTtions that laid management agent
may eeo fi.t to extend, terminate, modify or mend tenancies et will
leeee~ of ouch reel estate, ell upon such term8 end eubject to the limi-
tations impoeecl by said written authority.
lei Ti pay minim to Itrokers or etherl in reelmct of the put-
akin er #la ef prtgerty or in procuring ?ene~f8 or othemlle,
Ip) Te berr~ money end te illue bead~, lltll ..1 ot~ ~1~
ef l~t~ of this Trot, f~ ~ perl~, et ~ rmt~ of Int~t
to pled~ my ~el p~ty ef thli t~t ~ te ~tg~ my real
~ of ~le~ ~ ~y ~ ~, ~t~ ~ o~ ~1~ ef i~bte~
~ of thit Trmt, md My eu~ p~ of ~le~ ~ell ~ valid Iltheu~
they ~ my ef t~ ~ell ~ ~ ~t~ ~ ~ e~cl~ In ~le ~ ~n
p~t after the t~lnetim of tkl8 Trot.
(ql Te retired, dlleber~e, pm/ off, refill, repine or exteld
ese or imrs m~es, netll er other ffi~cel sf i~ll~telnm IIIted er
held by the Trust, or .ny gee er mm'a pledgee or mlrtgagll mede er held
by the Trust.
Ir) To presets, le~d mene~, credit or preperty ts, er salaam ebli-
gatlene of, emi to 81d In my ot~ m~ my p~, TrHt ~ c~my,
~d to ~mt~, ~d to ~e by ~tg~ ~ oth~ I IM ~ el ! ~ ~y
part of the trot ~tete, the pe~t of principal, Iflter~t md dlvl~d8
~ ~y ~itl~ ef ~ the perf~ of my oth~ ~trKt v ~llg~
(s) To deposit My funds ef this Trust in any blnk or Tryst Ccmpeny,
arid entrust to such beak er trset ¢eqeny, or to a safe 4et~oelt campmy for
safe-keeping, any of the eKuritlel, mill, em=its md pal, era belonging
te er relatlng to the trust fred.
It) Te eetebll.~ c~tingent or linking fund~ er beth, "nd for
such purpolel to let Ntde periodically fr~ the I~ of the Trot
~ey m they ~n their dfecretl~ may ~ prier, ~d to in~st
inv~t su~
lu) To conltrve Iny of the provlslona of this Declaration of
Trult, mad to eot en may such construction, md their conltructlon of the
lame md any ectlen tlleelt In geed faith pursuant ther~te thrall be final
end conclusive on ell parties In Interest.
2. in eddltion to the pcmers exprmly granted in this Declaration,
the Trestles shall have all pcme~e end discretions granted by l al~ich
are consistent heremltho
3. The Trustees may exercise all their pe~era fram time to tlme in
their discretion, not only during the period ef the Trust but alee after
the termination thereof for purposes of dletributl~, ~t the Tr~t~
~ell h~ ~ ~ ~ ~th~lty te ~ ~ the ~edlt, ~ on b~elf,
of the ~ol~rl or ~y ef th~, to m~e ~y ~trBct, Incur my ll~
bllity~ ~r ~t~r Into ~y Un~rt~king In their ~lf or In bth~lf ~f ~y
of th~ p~lJly.
-7-
ARTICLE ¥t.
Tru~tm' md ~h~r~t~l#r·' Actl~ ~l~d /lettings.
I. Except e~ otherllen expressly provided la this I)ecleretlon,
· 11 action taken by vote ef · maJority of the Tnmtm, at · meetleg duil
celled end held, Ihlll hm the lame for~e md validity en if taken I)y
the Trmeteel the~ in office,
· 1. The Treltm may act wll~eet Imldlnt · meeting, ex~e~t in cedes
~ore · mmetlnl ii exprel~ly r~qulrml by this I~clle'etloa, p~ovlem~l that
ell the Trusteed the~ i# office derail ei~ a ele-tiflcete of ~ action;
md &Il ectlo~ ~o certified I~all #eve the emma fei'et end validity e~ if
takes I~ those sene Tr,eteel et · melting duly ellld end held.
:5. Any Treated mm,/ by ~rltten Inetrm~ont delegate ell or any of
hi· pol~f'l end dlecretlene te em of the other Trmte# Ior to t~o or
mm-e Tr~mteee Jointly, Jelntly m~ de,orally, m' m~ccelelvely) for a
period not excoeell#g ode year, may in like manner renew ·uo~ delegation
from time to tlme md may rlmeke any euclq d~lelletlon. Suc~ delegetlon
may confer pomme- to eulmtitute one or more other Tr~eteee ee the delegat-
ing Truetee'· reprementetlvee.
4. In determining hem many Trulteee hive Joined in may act or in
my In·trmaent, each Trustee Joinlng therein by himlelf or throu~ one or
more repreee~tetlve· el provided in pm'agreph :~ of thll Article mhsll be
Included in tho count. A Ttletee Joining in my act or Instrument, am
evidenced by hie vote, signature or otherwime, and holding delegated
sutho~ity from another Trustee to Jain theroln on behalf of that Trustee
· hall; in the sbeence of evidence to the contra'y, be deomed to Join
therein both for hlmlelf and for the Trustee mbam he represent·.
5. 11~e Trultl# may make by-lenl, ruled and regulations conslltent
herewith fo~', among other thlngl tel·ted to the Truet~ the calling, giving
notlce~ holding and conduct of meetlngl end other proceeding· of the Trust-
ees end of the thareholder·, and ~hlll cause a record of all such proceed?
Ingl to be kept by the Secreta~'y.
6. Shareholders, in $o far en action by them I· required or autho-
riaed~ may act with or without a meeting, an~ may vote, give coneent·~ give
melvers .nd otherwise sct either perm)nelly or througl~ their agent· or
proxies or through their guardians or other legal representative·.
7. The Trustee· mhell~ et le#t al often e~ ennusllyt make · writ-
ten ~eport and accounting to the shareholders containing, in addition to a
statement of the adler· end liabilities m~d of the operations of the Trust,
· smmar7 of such action a~ the Trustees have taken during the past year
and consider taking in the future.
The Trustees shall ·t all times hereafter keep on deposit with
bank · eton not less than One Hundred Dollars I$100l.
I. Intingl of ehereheldore mst be esl led by eny INN ef the
~ti~ sensing the tim, pl~ Md p~ of t~ rating ~all be
t~ ell ~1~ of ~n Im Md ~tetmding md mtltlfl ts vote
~tt~ ref~ te IB ~ Nti~ et lent m e~e ~f~e such mt-
Inl by tM ~l cai linI ~ rating.
lO. Ilotlce~ or ce~imlcitione to er fram my thsrehelder~ required
~ p~l~ f~ In this ~l~etim ~ltl N ~11~ in p~ ~ mt
by mtl, ~tn~ pr~eld, ~ relearn. 5~ ~tlm ~ ~iciti~ te
m ~o1~ ~ill ~ ~ te him ~ ~e ~ ~Ifl~ In the
lng. ~e fell~e ef my M~I~ te re~l~ I mtl~ mt te him m
p~i~ h~1n ~ell ~t ef~t the validity ef ~ ~tJ~, ~ of ~
~tl~ t~ p~mt th~te. ~e ~rtlfleate ef t~ ~ ~ pete
glvlag a~ ~tl~ ~ tolectin ~ell H aufflcl~t ~i~nce thief
~tlficete. ~y ~el~ m~ ~ive ~y
II. ~erever native ar other ee...nicetle, il r~ulr~ by this
~clmeti~ te ~ glv~ te ~m~l~, Bu~ ~tl. er ether
tl~ ~ell ~ ~ to h~e ~ gi~n ~ the d~ It I~ ~li~ree or
~t N if~Id. ~e~ ~tice ~ ether ~i.tl~ il r~ulr~
to ~ gi~ to the Tr~tm, lu~ Ntlct ~ eth~ m~lcetl~ ~all
~ ~ to hm M lim K the d~ it i8 ~i~ at the
eff[~ of the Trot,
12. The Trustees ~hel I elect · Secretary (who Ney but need not
be a Trv~tN or ~ireheldorl Mm ~ell k~p · r~d of the proc~dlngs
ef the Trmtm ~d ~r~ol~, ~k~le4~ c~tlflcet~ . herein p~
viM, md h~ e~ oth~ ~ ~4 dutl~ net In~ititent with thls
~lvltlon ~ the T~t.l Kill ~rm tim to tim ~l~ete,
Tr~tm mw el~t l~ ether offl~ 4~o Ney but need ~t be Trust~s
~ ~m~ot~) ~ the Tr~t~a ne fr= tim to tl~ ~ ~pr~riate.
Exit ~ oth~l~ provl~d by the Tr~tm, e~ offl~ shell hold
office d~ing the ple~ure of the Tru, t~e.
ARTICLE VII.
~xecutlon of Instr~nentu
I. All lnstrm~ents (Incl~llng, but not limited to, deeds, leelel,
centrects, rlllliel~ notes, checks, drlftl, securitiel, ailJgnmentl, en-
der~ements and proxies} executed by authority of the Trusteed and ·i geed
on bah·If of thil Trust by · majority of the Trustees or by such one or
mere Trustees or agents N the Trustm ~hell fram time to time authorize
generally or ~oecific&lly, ~hell he~e the lame force and validity aa if
Si g~e4 by ell the Truetee~.
2. The Trustees may fram time to time edopt and use a form of ·esl
for this Trust. Such seal m~y be affixed to any instrument by any Trustee,
or by e~y such officer or ·gent e~ the Trustees shall fram time to time
~therize le~ersIly er q~eciflcally. The recital of ·sesI In any In-
ltrmmat executed ~ ~llf of thll Trot ~ · r~it.I thlt It ~111 t~e
eff~t m · ml~ Inetr~t, ~,11 give It t~ em ~ md validity
~ If the ~1 of this Trot, if ~y, ~ effi~ Shasta.
:S. Any lnetrmaa~t, certificate er ether paler slimes by er en
be~elf of the Trustees ~Ic~ is te be recereed m~/ be ~m~ledged by
my eno of the elgeere,
4. Ack~e#l#lameats reflulrsd by this Dtellrltim shall, unlace
othef~iae reqelred 1~ lame, be made in the manner fram time to tlme pre-
e~rlbe4 by the lee sf /le$~ech~metts for the ackne~ledgememt of deed~ of
therein.
ARTICLE I~11 I.
Pre, faction of Peree~.. Dealing with Treat
!. I~'ch#ers, transfer age~tl Kd other pareses dealing with
this Trust ~ with ~y Tr~t~ ~ell ~t ~ ~ulr~ to ex~lne into
the trUltl h~l~r ~ to ~ to the ~pltcetl~ ef ~y ~ey or pr~
~ty plid ~ tr~f~ to my Tr~t~, md m~ ~el wlth the trust
pr~erty m if the Trusts ~re the ~l thief free of all fruits.
2. A certlflcete sllned by the Secretary for the time being in
office as to Idea ~s Tr~tas, or aa te· change of Trustees, or aa to
any actlee by the Trustees er ~harshol~ere, er ee to any other f~ct af-
fecting this Trust or street(rig the validity of any action hereunder,
may be trested ee conclusive evidence thereof by persons dealing with
th I s Trust.
5. Any Trustee, shareholder, officer or agent of thle Trust or
any firm, TrueS, corporation, coflcern or estate in which he is Interelt-
ed eea member, tr'uetee, dlroctoe-, officer, benefictary, shareholder, e-.
gdmt, fiduciary, or' otherwise, may, shaft acting in geed faith, sell or'
lease to, buy or Isles frs, co, tract with and otherwise deal with this
Trust ~l freely and effectually aa though no interest of' ficluciary rela-
tion existed; and the Trustees hereander shall have paler to exercise or'
coflcur in exercising all powers and discretions given to th~n heraLmder
or by lit, nofwithstancllng that they or any of them may have a direct or
Indirect interest, per~onally or otherl~ise, in the mode~ result or affect
of exercising such powers or discretions.
4. Without limiting the generality or effect of the foregoing
paragraphs of this Arti¢la~ it is hereby provided that if a conveyance
or transfer of the trust property or any part thereof is made by the
Trustees to theamelvee or to any transferee who is in any way interest-
ed In this Trust or In whom my Trustee is interested, directly or in-
directly, it lhall be conclusively preemaed in favor of all persons
(other than the Trusts and such transferee) dealing with the property
no conveyed or transferred or claiming uacler sucA conveyance or transfer
that the neme hen been mede ia g~ed leith, for odequote conniderstlon,
end In oc4=ordmce ulth the pmmrn oontslned In thin lnntrLfnent, end in
In el I ~eepectl vel id er~d propor.
ARTICLE IX
Protecti~e. of Tc.~teeq ent~
I. A Trust, m4 eot · pertnermAIp In creeteel by thin Declaration.
The relatlonnhlp of the .hereholdern te the Tru~tee4 In .elely that ef
c~metull ,un tr'tmteet, me neither the .tmre~olcler~ nee- the Trusteee ere
pnrtner~.
2. Ne ~herel~olcl~r mhall be per. easily Ilmbln for my obllgntion
or liability Incurred Ivy thin Trust er by the Tr,eteem, me the Trustees
ehall h~we no rl~t of Ineemmlty 'or exoneration egslnnt the .hm'eholelere
In reepect thereof.
2. Ne Truetee .i~nll be personally liable for any obligation er
Ilabllfty incurred I~y thin Tr~mt or by t#e Trunteee within the scope ef
their ~thority, and eecl~ Truetee ~hall be entitle4 te reimburnement md
exoneration out of the Trust notate for his reeeonable expenses, ann te
be Indemntfie~l for er egainet any end ell le~$ end llablllty, Incurre4
in geed faith or sufferell by him in the execution ef thin Trust.
a,. The Trust notate elaine mhnll be liable for the pe,/ment or
satisfaction of ell obligatlonn end Ilabllltlee Incurre4 in carrying
on the affairs of this Trust.
5. The Tru~teee end agcmts of thin Trust end each of them ~all
be entitled to rely .pon the opinion of advice of, or any statement or
computation by, .ny ceuneel, .ppraiser, surveyor, engineer, broker,
auctioneer, ~ccountant, or other per.on ree~oneely d~emed by them ~e
be campetent, whether or net dlntntere~ted or a Truetee or agent of
th;n Trust.
6. Money may ~n pole end.property elelivernd to any duly authorized
agent of thin Trust ,ko may receipt therefor on behalf of this Trust, end
no person dealing in geed faith with any duly authorized agent shell be
bound to nee to the "pplication of any moneys so paid or property so
I i vel'ed.
7. F't'eceedinga ngatnnt thin Trust m~/ be beou~ht against the
Trusteee ~ trustees hereunder but not per~onal ly. The Trustees shell
be pram'tine thereto only in ~e far ~ necessary to enable Such obliga-
tion or liability to be enforced ngalnet the trust estate. In ouch pro-
ceedlng~, ~ervica of proce~ upon one of the Trustees shall be sufficient.
B. Ne Tru. tee ~hall be liable to thin Trutt or the shareholders
except for hie ~mm wllfui misconduct, knowingly end intentionally committed.
-II-
9, Trult#l shall be entitled to reasonable compensation for
their lervicelo
ARTICLE X.
Re-acquisition of Shares
Io The TrustHI shell have poker on behalf of this Trust to
purck~e any ~harel thereof et a price not exceeding the fair value
thereof a~ determined by the Trustee~, and to re-acquire any shares
of thlt Trust by glft~ bequest, devise, or otherwise.
2. Shares of this Trust re-acquired by the Trustees on behalf
of thla Trust in any manner shall be held in the treasuryt and any such
shares may frolll time to time be ~old at such prices and for such con-
ai derations not les8 than the fair value thereof at the time of such
asia aa deten'nined by the Trustees.
5. Such re-acquired shares while held in the Treasury shall not
be entitled tc any voting or other rights or benefits, and shall not be
deemed outstanding ;n computing pro@orr;oas or percentages of ~harea or
shareholders,
ARTICLE
Ter~nination and Amendment
I, Unlesl sooner terminated es provided in paragraph 2 of this
Article, this Truer ehall ter'm;nate upon the expiretion of fifty yeara
frc~., the date of this Declaration.
2. The terms of this Declaration may from time to time be amended,
added to or rescinded in any particular whatsoever, or this Trust may be
ter-minafed, in each case by the unanimods vote of the Trustees~ with the
written consent of the holders of at least two-thirds of the shares ~ssued
and outstanding and entitled to vote. Such termination or any amendment
or addition to~ or rescission of, this Trust shall take effect w'nen a
certificate with respect to the foregoing action C)' the Trustees and con-
sent :y the shareholders $hall have been signed and acknowledge~ by the
Secretary and such a certificate shall have been either {al reccrded in
each Re§istry of Deeds ;n which this Declaration has been records:, if
this Deciarat;cn has been recorded; or (D) deposited :n the print;pal
office of the Trust, and attached to and kept wift~ the executed copy of
thil Declarer;on therein deposited.
3. ~;pon the termination of this Trust the Trustees shall sell all
the propert? of the trust and divide th~ proceeds amon~ the shareholders
ratably acccrdin~ to their respective hcld;ngs of Such shares.
4. t{o shareholder shall be entitled to put an end to this Trust,
to require a division cf any of the trust estate or to possess, use or
-12-
ARTICLE Xll
· _looel I Ineeue
I. The construction ~nd uperatlee of thta Trot
by the I m of the ~lth of
thl~ Decl~etl~ ~e in~rte4 f~ ~venlence ~ly, ~ no p~t of thl~
inet~nt, md ~ell ~t be ~el~ee in the ~.tr~tlm hermf.
2. In eelditlon to the deflnltlone c~tainee elae~here he~eln, the
follemlng mr~l~ m~el phre~ee alhes'e~er ueeel In thle I)eclaratles~ ~ell have
the roi I~Ing meanlnge unlace the context other~iee requlree:
"Trueteee,' ohall mean the pereone fo~' the tim. being In office
het'eunder a~ Tr~t~l, ~ether ~lglnel ~ I~; the ~d
~all inclu~ any ~loy~ ef the Truet~; the ~ "thle
noting perle ~.11 Inclu~ fi~ ~cletl~e, tr~fa, Jelnt ~tock
cl~e the other'
IN WITNESS WHEREOF, laid O~iglnal Trueteee have hereunto eot their
h~nde end seall upon the date firet above.rOtten:
COIR~(~ALTH OF I/IASSACHUSETT$
December I · 1964
Then persona/Iy appeared all of the above-no'ned Oe'~glnal Trustees of OLD
N(~TH ANDOVER REALTY TRUST· nnd of them ackno~le,
each ~,__...,,..~
Inltrument a~ and to ba his free act ~nd dee¢l~
NUTT~R, McCLENNE1V & FISH
Bosrox, ~fxssXC;rUS~TTS o2JJo
July 2, 1965
Town Clerk of Andover
20 Main Street
Andover, Massachusetts
Dear Sir:
Re: Village Land Company
On behalf of the Trustees of the Village Land
Company, we file with you herewith pursuant to the provi-
sions of Chapter 182, Section 2, a form of Amendment of
the Declaration of Trust of Village Land Company.
Very truly yours
Em/fld
Enclosures
Edward F. McHUgh, Jr.
TOWN
~ The undersi~ed Trustees of the Village Land Company under
Declaration~of Trust dated January 8, 1914, ~ecorded with Essex
North District Deeds, Book 338, page 35, as heretofore amended,
hereby certify that, by vote of the holders of a majority of the
entire nun~er of shares outstanding under said Declaration of Trust,
at a meeting called for the purpose, duly notified and held, said
Declaration of Trust was further amended as set forth in the following
vote duly adopted at said meeting,~ which was held on September 28, 1964:
VOTED: That the Declaration of Trust dated January. 8, 1914
recorded with Essex North District Deeds, Book 338,
'page 35, as heretofore amonded, is hereby further
amended by deleting that portion thereof beginning
immediately after the sentence:
"Know All Men By These presents that we,
Oscar M. Godfrey, George L Hamilton and
Henry D. Rockwell, all of North Andover,
being about to purchase the above-described
premises, declare that we will hold said
premises and the money paid to us by the
purchasers of the shares hereinafter des-
cribed in trust on the terms herein stated
for the benefit of the owners of said shares."
and ending immediately before the sentence, where it las~
appears, following:
"In testimony whereof we have hereunto sub-
scribed our names and set our seals the day
and year first above written."
and substituting therefor the provisions entitled Arti-
cle I to Article )[VI, inclusive, as included in the form
of Declaration of Trust submitted to this meeting.
The undersigned Trustees of the Village Land Company hereby further
certify that the form of Declaration of Trust attached hereto is in the
form submitted to said meeting and referred to in the foregoing vote.
WITNESS our signatures this 28th day of September
1964.
s/ Samuel F Rockwell
Samuel F. Rockwell, Trustee
s/ Arthur W Reynolds
Arthur W. Reynolds, Trustee
William P. Rockwell
William P. Rockwell, Trustee
COMM~ONWEALTH OF MASSACHUSETTS 'September 28 ~1964
~ssex, ss.
Then personally appeared the above-named Samuel F. Rockwell,
Arthur W. Reynolds and William P. Rockwell and acknowledged the fore-
going instrument to be their free act and deed as trustees as aforesaid.
Before me, . s/ David A. Wylie
Notary Public
· My commission expires:July202~
Dcdaratlon of Trust made this eighth day of January 1914, relating to the purchase, improvement,
holding, management and disposition of certain parcels of land situated in North Andover in the County
o£ F. ssex and Commonwealth of Massachusetts, bounded mad described as follows: A certain tract o[
land lying betweeu Uuion Street and the Boston & Maine Railroad locatlon and east of Marblehead Street
in .q',id North Andovcr, and as surveyed and planned hy I¢.. A, I-Isle, C.g. iix 1897 and is hounded hy
beginning on the easterly line of Marblehead Street at an iron bolt at land of the Maverick Oil Company;
thence running hy said Marblehead Street line southerly 91.4 feet to an iron bolt at land :iow or formerly
of one Jewett; thence tnrniiig at an angle of 90° and running easterly by said Jewett land 128.92 feet to
an iron bolt; thence turning at an angle of 120°34, and running southeasterly 310,99 feet to a stone bound;
thence running further south as the fence stands 332.17 feet to an iron bound; thence turning at an angle
o£ 90* and running westerly as the fence now stands 96.95 feet to an iron bound at land of one Reeves;
thence turning at an angle of 91011' and running southerly as the fence stands 232.62 feet to a ston6 bound '
at the line of Union Street; thence turning at an angle o( 101°34~ and running easterly by said Union
Street 201.27 feet to a stone bound; thence turning at an angle of 90° and running northerly as per plan
124.89 feet to a stone bound; thence turning at an angle of 110°31~ and running northeasterly by land
o{ one Regan and Dooley and as per plan, and as the wall stands 450.24 feet to a stone bound at land of
one Stone; thence turning and running northerly by said Stone land 361.54 feet to an iron bound; thence
turning at an angle of 90* and running westerly 285.40 feet to an iron bound; thence turning at an angle of
191 ° and rmming northwesterly $1 feet to an iron bound; thence turning at an angle of 169° and rnnning
northerly 100 feet to an iron bound; thence turning at an angle of 90~ and running southwesterly 149.8
feet to an iron bound; thence turning at an angle of 80'52' and running northerly 253.51 feet to an iron
bound; thence turning at an angle of 99°8t and running easterly 404.73 feet to an iron bound at land of said
Stone; thence turning at an angle of 90° and running northerly by said Stone land 60.06 feet to a stone
bound; thence turning and running northeasterly by said Stone land 70.08 feet to a stone bound; thence
turning and running northerly by said Stone land 322.2 feet by said Stone land to Boston & Maine Rail-
road location Essex branch; thence turni~'~g and running southwesterly by said location line 499.26 feet to
an iron bound at land of the Maverick Oil Company; thence turning and running southerly by said Oil
Company's land 150.41 feet to an iron bouud; and thence running southwesterly by said Oil Company's
land and as now fenced 300.23 feet to the point of beginning. A certain parcel of land with all the
buildings thereon situated on the southwesterly side o£ Main Street in said North Andover, and is bounded
by beginning on said Main Street, at land of one Carleton; thence runuing northwesterly by said Main
Street 82.1 feet to a stone bound at land now or formerly of one Perley; thence running southwesterly
by said Perley land as the fence now stands 1~0.12 feet to an iron bound; thence turning at about right
angles and running northwesterly by land now or formerly of one Perley and Kelley and Wall 267.75
feet to a stone bound at l:rirst Street; thence turning at an angle of 91°33~' and running southwesterly by
said ~'irst Street 310 feet to a stone bound at land of the heirs of Margaret Ryan; thence turning at an
angle of 89°11Y and running southeasterly by said Ryan land 267 feet to a stone bound at land now or
formerly of one Grogan; thence turning at an angle of 92020, and running northeasterly by the Grogan
land as the fence now stands 149.58 feet to an iron bound; thence turning at an angle of 90°$6, and.
running southeasterly by the Grogan land and as the fence stands 247.97 feet to Second Street; thence
turning at an angle of 91°26' and running northeasterly by said Second Street 160.63 feet to an iron
bound at land of one Carleton; thence turning at an angle of 88o45' and running northwesterly by said
Carleton land 164.95 feet to a stone bound; and thence turning at an angle of 90040' and running north-
easterly by said C_.arleton land about 182 feet to the point of beginning. I{now all men by these presents
that we, Oscar Iv[. Godfrey, George L. Hamilton and Henry D. Rockwell, all of North Andover, being
about to purchase the above described premises, declare that we will hold said premises and the money paid
to us by thc purchasers of the shares hereinafter described in trust on the terms herein stated {or the benefit
of the owners of said shares.
ARTICLE I.
NA~E OF TRUST.
The trust created under this Declaration of Trust shall he known as Village Land Company and under
that name, $o far as legal, convenient and practicable, shall all business carried on by the Trustee~ be
conducted and shall all instruments in writing by the Trustees be executed.
ARTICLE II.
Sv..CTXO~¢ 1. With respect to the period after this provision is iucorporated in this Declaration of
Trust, the term "trust property" shall be deemed to mean the premises above described in this Declara-
tion of Trust to the exteut not disposed of hy the Trustees hy instruments recorded witb Essex North
Registry of Deeds before such incorporation of this provision, and all other property, real or personal,
held by the Trustees at the time of such incorporation of this provision or conveyed or transferred to the
Trustees thereafter, and the income and proceeds of any o{ the foregoing. The Trustees shall hold the
trust property, as joint tenauts with right of survivorship as Trustees of this trust, iu trust, to manage,
admiuister aud dispose of the same for the benefit of the holders of record (hereinafter called the "share-
holders") from time to time of the certificates representink shares of the beneficial interest in the Trust
issued and to he issued hereunder, according to the nmnber of such shares held hy them respectively, and
with the powers aud subject to the limitations and upon the terms and conditions hereinafter contained
concerning the same.
S~crlo~¢ 2. It is hereby expressly declared that a trust and not a partnership has been created and
that the shareholders are cestuis que trustent; and not partners or associates nor in any other relation
whatever between themselves with respect to the trust property, and hold no relation to the Trustees other
than that of cestuis que trustent, with only such rights as are conferred upon them as such cestuis que
trustent hereunder.
ARTICLE III.
THE TRUSTEES.
S~-¢TION' 1. The term "Trustees" and any pronoun referring thereto shall be deemed to include
the original Trustees under this Declaratiou e~ Trust and their successors in trust hereunder (the Trus-
tees at the time this provision is incorporated in this Declaration of Trust being hereby confirmed as being
Samuel F. Rockwell, Arthur W. Reynolds and William P. Rockwell), and to meau the Trustee or Trus-
tees for tile time being hereunder, wherever tl~e context so permits. There shall at all times be three
Trustees, and, if and whenever the munber of Trustees shall become less than three, a vacancy or vacan-
cies' in said office shall be deemed to' exist. Each vacancy in the office of Trustee shall be filled by instru-
ment in writing setting forth (a) the appointment of a natural person to act as Trustee, signed and
acknowledged (in the mariner required for the recording of deeds in the Commonweakh of Massachu-
setts) by the registered holders of not less than fifty-one per cent of the then outstanding shares, and
(b) the acceptauce of such appointment, slgued and so acknoxvledged by such person. Such instrument
shall become effective upon the recording thereof with the Essex North Registry of Deeds, and such person
shall then be and become Trustee and shall be vested with tide to the trust property, jointly with the
remaiuiug or surviving Trustees or Trustee, without the necessity of any act of transfer or conveyance.
If for any reason any vacancy in the office of Trustee shall continue for more than sixty days and shall at
the end of that time rcmaiu nnfilled, a Trustee or Trustees to fill each such vacancy may be appointed hy
any court of competent jurisdiction upon the application of any Trustee, shareholder or other interested
party or parties and notice to all shareholders and to such other, if any, parties in interest to whom the
court may direct that uotice be given. Tile foregoing provisious of this Section I to the contrary notwith-
standing, despite any vacancy in the office of Trustee, however caused and for whatever duration, the
remaining or surviving Trustees, subject to tile provisions of the immediately following Section 2, shall
continue to exercise and discharge all of thc powers, discrctioos and duties hereby confcrrcd or imposed
upon the Trustees, other than for the sale or other disposition of real estate.
Sr:c'rxo~ 2. In any matters relating to the administration of the trust hereunder and the exercise
of the powers hereby conferred, the Trustees ,nay act by a majority of their number, provided, however,
that in no event shall said majority consist of less than two Trustees, and, if and whenever the number of
Trustees shall become less than two, the then remaining or surviving Trustee, if any, shall have no power
or authority whatsoever to act with respect to the administration of the trust hereunder or to exercise any
of the powers hereby conferred. The Trustees may act with or without a meeting; provided, however,
that with respect to action without a meeting concurrence in the action by all Trustees at the time in
office shall be required.
SIgc'rio~- 3. Any Trustee h~ay res;gu at any time by instrument in writing signed and acknowledged
(in the manner required for the recording of deeds in the Commonwealth of Massachusetts), and such
resignation shall take effect upou the recording of such instrument with said Registry of Deeds.
S~:CTrO~ 4. No Trustee named or appointed as he~:einhefore provided; wbether as original Trustee
or as successor to or as substitute for another, shall be obliged to give any bond or surety or other security
for the performance of any of his duties hereunder, provided, .however, that the registered holders of not
less than fifty-one per cent of the then outstanding shares may at any time by instrument in writing signed
by them and delivered to the Trustee or Trustees affected require that any one or more of the Trustees
shall give bond in such amount and with such sureties as shall be specified in such instrument. All
expenses incident to any such bond shall be charged as an expense of the trust.
S~c'r~o~ 5. Each Trustee shall be entitled to such reasonable remuneration for his services and
also additional reasonable remuneration for extraordinary or unusual services, legal or otherwise, rendered
by him in connection with the trusts hereof, all as shall be from time to time fixed and determined by the
Trustees.
S~:c'rxo,-,- 6. Any Trustee may acquire, hold and sell shares in the trust on his personal account,
in his individual name, or in a fiduciary capacity or jointly with other persons, or as a member of a firm or
association or otherwise, without being thereby disqualified as a Trustee, and while so holding any shares
on his personal account shall be entitled to the same rights and privileges as other shareholders.
Sec~xoh' 7. No Trustee hereinbefore named or appointed as hereinbefore provided shall under any
circumstances or in any event be held liable or accouritable out of his personal assets or be deprived of
compensation by reason of any action taken, suffered or omitted in good faith or be so liable or account-
able for more money or other property than he actually receives, or for allowing one or more of the other
Trustees to have possession of the trust books or property, or be so liable, accountable or deprived by reason
of honest errors of judgment or mistakes of fact or law or by reason of the existence of any personal or
adverse interest or by reasolx of anything except his own personal and wilful malfeasance and defaults.
S~c~r:o~ 8. No Trustee shall be disqualified by his office (because of his interest individually or the
Trustees' or his interest or any shareholder's interest in any corporation, firm, trust or other organiza-
tion connected with such contracting or dealing or because of any other reason) from contracting or deal-.
lng with the Trustees, or with one or more shareholders (whether directly or indirectly) as vendor,
· purchaser or othcrwlse, no 11 any such dealing or contract entered into in respect of this trust in which
any Trustee shall be in any way interested be avoided by reason of such interest, nor shall any Trustce so
dealing or contracting or being so interested be liable to account for any profit realized by any such
dealing, or contract, by reason of such Trustee's holding office or of the fiduciary relation hereby e~tab-
llshed; provided the Trustee shall act in good hitb and shall disclose the nature of his interest before the
dealing, or contract is entered into.
SI~.cx~o~ 9. Neither the Trustcc~ nor any of them shall be entitled to look to the sharcholders per-
sonally for indemnity against any liability incurred by them or any of them in the administration of thc
trust heretmder or to call upon the shareboklers for tile payment of any sum of money or any assessment
whatsoever, but the Trustees shall be entitled to indemnity out of the trust property against any and all
liabilities so incurred by them or any of them in good faith, including without limiting the generality of the
foregoing, liabilities in contract and in tort and liabilities for damages, penalties and fines. Nothing in this
Section 9 contained shall be deemed, however, to limit in any respect the powers granted to the Trustees
in this instrument.
ARTICLE IV.
POWERS OF THE TRUSTEES.
Tile Trustees shall have all and tile same powers of management, disposition and control of the trust
property as ii they were the absolute owners thereof (free from the control of the shareholders), subject
only to their obligation and liability to account therefor and to the limitations and conditions hereinafter
set forth. Subject as aforesaid, such powers shall include, without hereby restricting the generality of the
foregoing language, power at any time and from time to time in their reasonable discretion:
(i) To retain the trust property, or auy part or parts thereof, in the same form or forms of
investment in which received or acquired by them so far and so long as they shall think fit, without
liability for any loss resulting therefrom.
(ii) To sell, assign, convey, transfer, exchange, and otherwise deal with or dispose of, the
trust property, or any part or parts thereof, free and discharged of any and all trusts, at public or
private sale, to any person or persons, for cash or on credit, and in such manner, on such terms and
for such considerations and subject to such restrictions, stipulations, agreements and reservations
as they shall deem proper, including the power to take back mortgages to secure the whole or any
part of the purchase price of any of the trust property sold or transferred by them, and to execute
and deliver any deed or other instrument in conuection with the foregoing.
(iii) To purchase or otherwise acquire title to, and to rent, lease or hire from others for terms
which may extend beyond the termination of this trust any property or rights to property, real or
personal, and to own, manage, use and hold such property and such rights.
(iv) To borrow or iu any other manner raise such sum or sums of money or other property as
they shall deem advisable in any manner and on any terms, and to evidence the same by notes, bonds,
securities or other evidences of indebtedness, which may mature at any time or times, even beyond the
. possible duration of this trust, and to execute and deliver any mortgage, pledge, or other instrument
to secure any such borrowing.
(v) To enter into any arrangement for the use or ocupation of the trust property, or ally part or
parts thereof, including, without thereby limiting the generality of the foregoing, leases, subleases,
easements, licenses, or concessions, upon such terms and conditions and with such stipulations and
agreements as they shall deem desirable, even if the same extend beyond the possible duration o£ this
trust.
(vi) To invest and reinvest the trust property, or any part or parts thereof, and from time to
time and as often as they shall see fit to change investments, including power to invest in all types
of securities and other property, of whatsoever nature and however ~ominated, all to such extent
as to them shall seem proper, and without liability for loss, even though such property or such
investn~ents shall be of a character or in an amount not customarily cousidered proper for the invest-
ment of trnst funds or which does or may not produce income.
(vii) To incur such liabilities, ohligatlons aud expenses, and to pay from file principal or the
income of tile trust property in their hands all such sums, as they shall deem necessary or proper for
the furtherauce of the purposes of the trust.
(viii) To dctermlue iii their reasonable discretion as to all sums of money and other things Of
value received by them, whether and tO what extent tile same sball be deemed to be and shall be
accounted for as principal or as inco~ne, and as to all charges or expenses paid by tbcm, whether
and to what extent tile same shall be charged against principal or against iucome, including, without
hereby limiting the generality of tbe foregoing, power to apportion any receipt or expense between
principal and income, and power to determine what portion, if any, of the actual income receiv'ed
upon any asset purchased or acquired at a premium or any wasting investment shall be added to
priucipal to prevent a diminution thereof upon the maturity or exhaustion of such asset or investment.
(ix) To vote in such manner as they shall think fit any or all shares in any corporation or trust
which shall be comprised in the trust property, and for that purpose to give proxies, to any person
or persons or to one or more of their number, to vote, waive any notice or otherwise act in respect of
any such shares.
(x) To buy in or otherwise acquire for this trust shares in this trust, any shares so purchased
or acquired to be retired and cancelled and no longer considered to be outstanding.
(xl) To guarantee performance of the obligations of others in any class where they shall deem
that it is to the advantage of this trust that they give such' guaranty.
(xil) To maintain such offices and other places of business as they shall deem necessary or
proper and to engage in business in ~assachusetts or elsewhere.
(xlii) To employ, appoint and remove such agents, managers, officers, board of managers,
brokers, employees, servants, assistants and counsel (which counsel may be a firm of which one or
more of the Trustees are members) as they shall deem proper, for the purchase, sale or management
of the trust property, or any part or parts thereof, or for conducting the business of the trust, and to
define their respective duties and fix and pay their compensation, and the Trustees shall not be
answerable for the acts and defaults of any such person. The Trustees may delegate to any such
agent, manager, officer, board, broker, employee, servant, assistant or counsel any or all of their
powers (including discretionary powers, except that the power to join in amending, altering, adding
to, terminating or changing this Declaration of Trust and the trust hereby created shall not be dele-
gated) all for such times and purposes as they shall deem proper.
(xiv) Generally, in all matters not herein otherwise specified, to control, manage and dispose
of the trust property as if the Trustees were the absolute owners thereof (but subject, always, to
obligation and liability to account therefor) and to do any and all acts, including the execution of
any instruments, which by their performance thereof shall be shown to be in their judgment for the
best interests of the shareholders.
PR0¥IDED ALWAYS, that the Trustees shall have no power or authority, by virtue of any provision
anywhere in this instrument contained or otherwise, to borrow money on the credit or on behalf of the
shareholders or any of them personally or to make any contract on behalf of, or binding, the shareholders
or any oi them personally or to incur any liability whatever on behalf o~, or binding, the shareholders or
any o£ them personally or otherwise to bind the shareholders or any of them personally.
All the foregoing powers may be exercised by the Trustees without the necessity oi applying to any
court or to the shareholders hereunder ior leave to do so.
ARTICLE V.
'['{ENEFIClARIES AND TIlE BENEFICIAL INTEREST IN' TIlE TRUST.
SECTm,W 1. The cestuls que tmstent or beneficiaries shall be the holders of record (hereh~ called the
"shareholders") for the time being to whom from thne to time are issued the certificates representing
shares of thc beneficial interest iu the trust created under this declaration.
Sv. cTxox 2. The beneficial {,:retest in the trust hereunder shall be divided into two thousand two
hundred eighty-two shares of the par value of one hundred dollars ~ch, subject to reduction by retire-
ment and cancellation of shares purchased or otherwise acquired by the Trustees as provided in part (x)
o[ Article IV hereof. All o£ said shares shall be fully paid and non-assessable.
S~CTXOX 3. The ownership of any share or any security or obligation issued hereunder in accord-
ance with the provisions hereo[ shall not entitle such owner to any title in or to the trust property whatso-
ever or to any right to terminate the trust hereby created, lie shall have no right to require any distribuo
tion or partition of the trust property, or any part or parts thereof, other than in accordance with the terms
and provisions hereo£ Shares in the trust shall be personal property, shall be assignable and transferable
in the manner herein provided and shall entitle the holders thereof only to such rights and to such inter-
ests in the money or other personal property to arise from the operation or sale or other disposition of the
trust property as are set forth herein. No transfer by death, bankruptcy or otherwise by operation of
law or under process of any court of the interest of a shareholder during the continuance of this trust
shall operate to terminate the trust nor shall it entitle the legal representatives or successors in interest of
such shareholder to an accounting or to take any action in the courts or otherwise against the trust or the
Trustees, but any person becoming entitled to any share or shares in such manner shall be registered on
the bo, oks of the Trustees as the holder of said shares and shall receive a new certificate for the same, upon
production of such evidence thereof as may be prescribed by the Trustees and upon surrender of the exist-
ing certificate to the Trustees, all subject to the provisions of Article VII hereof.
ARTICLE VI.
PROVISIONS RELATIN.G TO CERTIFICATES.
SECTION 1. Each shareholder shall be entitled to a certificate or certificates representing in the
aggregate the shares held by him. A full and accurate record concerning the outstanding shares in the
trust shall be kept by or under the direction of the Trustees on certificate stubs, or by such other adequate
means as they may from time to time determine, which record shall contain the names and addresses of
the shareholders and the number of shares held by them respectively and all transfers thereof.
SEcxtmv 2. Certificates representing shares of the trust shall be in such form as the Trustees may
from time to time determine.
SECTm~ 3. The Trustees and the shareholders may treat the registered holder of any outstanding
certificate representing shares of beneficial interest as the owner for all purposes of the certificate and of
the shares represented thereby and shall not be bound to recognize any equitable or other claim to or inter-
est in or unrecorded transfer of such share or shares on the part of any person or be affected by any notice
to the contrary or be under obligation to make any inquiry except as otherwise expressly provided by
law. And the receipt of the person in whose name any share is registered or, if such share is registered
in the names of more than one person, the receipt of any one of such persons shall be a sufficient discharge
/or all distributions and other moneys payable in respect of such share and/rom all liability to see to the
application thereof.
SgczIo~ 4. If any certificate is worn out, mutilated or defaced, the Trustees may upon surrender
thereof for cancellation issue a new'certificate in place thereof and, upon evidence satisfactory to the Trus-
tees that a certificate has been lost or destroyed, and upon receiving indemnity satisfactory to the Trustees
against loss to them, the Trustees may issue in place thereof a new certificate; and any such new certificate
shall take for all purposes the place of the certificate so worn out, mutilated, defaced, lost or destroyed.
ARTICLE VII.
RF-~TRICTION$ UPON THE TRANSFER OF SI{ARES.
Shares of this trust shall be transferahle, so as to affect the Trustees and any determination of who
,are the slm~cholders hereunder, only by transfer recorded on the records of the Trustees, in person or
by duly authorized attorney, and upon the surrender of the certificates duly endorsed or assigned.
ARTICLE VIII.
I)IVIDEND$, DISTRIBUTIONS, AND RESERVES.
Shareholders shall be entitled to receive such dividends from net income, whether currently earned or
held in surplus, reserve or contingent funds, as shall from time to time be declared by the Trustees. And
the Trustees may at any time or times distribute to the shareholders all or any of the trust property then
held hy them eveu if such distributions have not beeu earned, and may charge the whole or any part of
such distributions against tile capital account or otherwise as they may deem advisable. All dividends and
other distributions from the trnst property among tile shareholders shall be according to the number of
sh;.'(,s h,ld by them r.sp(.,ctively and, cxc(!l)t as otherwise provided herein, they shall have no right to any
divideuds or other distrlhutions except when and as declared by the Trustees. The Trustees may set aside
as surplus, reserve or contingent funds, and may use for~ improvement of or addition to properties of the
Trust or for reduction of mortgage or other indebtedness/or for any other capital purpose, the net income
or any part or parts thereof, from time to time received by them, all to such extent as they shall deem
advisable.
ARTICLE IX.
INSPECTION OF ]~OOKS AND REPORTS TO SHAREHOLDERS.
Books, accounts and records of the Trustees shall be open to inspection to any one or more of the
Trustees at all times. The Trustees shall from time to time in their reasonable discretion determine
whether and to what extent, at what times and places and under what conditions and regulations the books,
accounts and records of the Trustees or any of them shall be open to the inspection o£ tile shareholders;
and no shareholder shall have any right of inspecting any book, account or record of the Trustees except
as authorized by law or by the Trustees, The Trustees shall, however, as soon as reasonably possible
after the close of eacl~ fiscal year, or oftener if convenient to them, mail to the shareholders by registered
mail, at their respective addresses as they appear upon the records of the Trustees, a report of the opera-
tions of the Trustees {or such year which shall include a pro~t and loss statement, an analysis of surplus
changes during the year and a balance sheet as of the close of such year, all in such summary form and
only in such detail as the Trustees shall deem proper, Any person to whom such a report shall have been
so mailed and who shall have failed to object thereto by notice in writing to the Trustees given by
registered mail within a period of six months after the date o£ such mailing of such report to him shall
be' deemed to have assented thereto.
ARTICLE X.
CHECKS, NOTES, DRAFTS, AND OTHER INSTRUMENTS.
Checks, notes, drafts and other instruments for tile payment of money drawn or endorsed in the
names o£ the Trustees or of the trust may be signed by any two or more Trustees, or by any person or per-
sons, to whom such power may at any time or from time to time be delegated by the Trustees.
ARTICLE XL
NOTICES 'fO SHAR~'-IIOLDERS,
Every notice to any sharehohler reqnired under the provlslous hereof, or which may be deemed by
the Trustees necessary or desirable i. c.nnccti.n with the ;ulmi.islratinn of thc tm;st c;'eated hereby
or which may he ordered in a.y jndiclal proceeding shall be dcem~l su~cient and binding if a written or
prlntcd copy of snch notice shall be ~ven hy one or more of the Trustees to such shareholder by leaving
such notice with such shareholder at his residence or usual place of business, or by mailing it, postage
prepaid, and addressed to such shareholder at his address as it uppers upon the records of the Trustees,
at least seven days prior to the date fixed for the happening of the matter, thing or ~vent of which sucl~
notic~ ia glvcn.
ARTICLE XII.
SF_.AL,
The seal of the Trustees shall be circular iu form, bearing the inscription -- VILLAGE LAND
COMPANY -- A MASSACHUSETTS TRUST -- 1914 -- but such seal may be altered by the
Trustees at pleasure, and the Trustees may, at any time or from time to time, at their option adopt a
common or wafer seal which shall be valid for all purposes.
ARTICLE XIII.
FISCAL YEA~.
The fiscal year of the trust shall be the year ending with the last day of December or such other
date a.~ may from time to time be determined by the Trustees.
ARTICLE XIV.
RIGHTS AND OBLIGATIONS OF THIRD PARTIES DEALING WTIH THE TRUSTEES.
S~cTw,w 1. No purchaser, mortgagee, lender or other person dealing with the Trustees as they
then appear of record in said Registry of Deeds shall be bound to ascertain or inquire further as to thc
persons who are then Trustees hereunder, and such record shall be conclusive evidence of the identity
of said Trustees and o£ any changes therein. The receipts of the Trustees for moneys or things paid or
delivered to them shall be effectual discharges therefrom to the persons paying or delivering the same
and no person from whom the Trustees shall receive any money, property or other credit shall be required.
to see to the application thereof. No purchaser, mortgagee, lender, transfer agent or other person
dealing with the Trustees or with any real or personal property which then is or formerly was trust
property shall be bound to ascertain or inquire as to the existence or occurrence of any event or purpose
in or for which a sale, mortgage, pledge or charge is herein authorized or directed, or otherwise as to the
purpose or regularity of any of the acts of the Trustees purporting to be done in pursuance of any of the
provisions or powers herein contained, or as to the regularity of the resignation or appointment of any
Trustee, and any instrument of appointment of a new Trustee or of an old Trustee purporting to be
executed by the shareholders or other persons herein required to execute the same shall be conclusive
evidence in favor of any such purchaser or other person in good faith dealing with the Trustees of the
matters therein recited relating to such resignation or appointment or the occasion thereof.
SEc?~o:¢ 2. No corporation, company, trust, association, body politic or other body having out-
standing shares, bonds or other securities shall be affected by notice that any of its shares or bonds or other
securities are subject to this trust or be bound to see to the execution hereof or to ascertain or inquire
whether any transfer of any such shares, bonds or other securities by the Trustees is authorized, notwlth-
standing such authority may be disputed by some other person.
8
SgcTxo,'q 3. No recourse shall at any time be had under or upon any note, bond, contract, order,
instrnmcnt, certificate, undertaking, obligation, covenant, or agreement, whether oral or written, made,
issued, or executed by the Trustees or hy any agent or employee of the Trustees, or by reason of any-
thing done or omitted to be done by or on behalf of them or auy of them, against the Trustees individually,
or against any such agent or employee or against any shareholder or the holder of any security issued by
the Trustees either directly or indirectly, by legal or equitable proceeding, or hy virtue of any suit or other-
wise. All persons extending credit to, contracting with or having any claim against the Trustees shall
look o~fly to the tru~e'proper~y/or payment under m~ch credit, contract or cia/m, or for the payment of any
debt, damage, judgment or decree, or of any money that may otherwise become due or payable to them
from the Trustees, so that nclthcr thc Trustees nor the shareholders or hoklers of such other securities,
prcscut or futurc~ slmlI bc personally liable thcrcfor.
S~c'r~oN 4. ~vcry note, bond, coutract, order, instrument~ certificate, undertgking, oblig~tlon, cove-
nant or agreement, whether oral or written, made, issued or executed by the Trustees, or by any
agent or employee of the Trustees, shall he deemed to have ~en entered into subj~t to the terms, coudi-
tlons, provisions and restrictions hereof, whether or not so stated therein and whether or not express
refcreuce shall have been made to this instrument.
Sgczxo~ 5. ~hls Declaration of Trust and any amendments hereto and any certificate herein
required .to be recoMed and any other certifi~zte or paper signed by said Trustees which it ~ay be deemed
desirahlc to record flmll be recorded with said Registry of Deeds; and all persons dealing in any manner
whatsoever with thc Trustees, the trust property or any shareholder thereunder shall be held to have
notice of any alteration or amendment of this Declaration of Trust, or change of Trustee or Trustees, when
the same shall be recorded with said Regist~ of Deeds. Any certificate, signed by the Trustees in office
at the time, setting forth the existence of any facts affecting the trust (including', without limitation, state-
meats as to who are the shareholders, or as to what action has been ~ken by the shareholders, or ~e
existence of any facts the ~istence o~ which is necessary or proper to amhorlze the execution of any
~nstrument or the taking o~ any action by the Trustees) shall, as to fll persons acting in good faith in
reliance thereon, be condnsive evidence of the truth of the statements made in su~ certificate and of the
.~istence of the facts therein stated to exist.
ARTICLE XV.
TERI~ilNATION AND AMENDMENTS.
S:c'r~oN 1. The Trustees, with the consent in writing of the registered holders of not less than fifty-
one per cent of all of the then outstanding shares, may at any time and from time to time amend, alter,
add to, or change this Declaration of Trust in any manner or to any extent or may, with like consent,
terminate the trust hereby created, the Trustees first, however, being duly indemnified to their reasonable
satisfaction against outstanding obligations and liabilities; provided always, however, that no such amend-
ment, alteration, addition, change or termination according to the purport of which the proportion of the
aggregate bea~eficial interest hereunder represented by each such share would be altered or in any manner
or to any extent whatsoever modified or affected, shall be valid or effective. Any amendment, alteration,
addition, change or termination pursuant to the foregoing provisions of this paragraph shall become effec-
tive upon the recording with said Registry of Deeds of an instrument of amendment, alteration, addition,
change or termination, as the case may be, signed, sealed and acknowledged in the manner required in
l~assachnsetts for the acknowledgment of deeds, by the Trustees, setting forth in full the amendment,
alteration, addition, change or termination and reciting the consent of the shareholders herein required to
consent thereto· Such instrument, so executed and recorded, shall be conclusive evidence of the existence
o£ all facts and of compliance with all prerequisites to the validity of such amendment, alteration, addition,
change or termination, whether or not stated in such instrument, upon all questions as to title or affecting
the rights of third persons and for all other purposes. Nothing in this paragraph contained shall be con-
strued as making it obligatory upon the Trustees to amend, alter, add to, change or terminate the Declara-
tion of Trust upon obtaining the necessary consent as hereinbefore provided.
SECTXOX 2. The trust hereby created shall, unless soouer terminated pursuant to other provisions
hereof, tcrmMate at the expiration of tile period of twenty years from and after the death of the last sur-
vivor of Oscar M. Godfrey, George L. I-Iamilton and Henry D. Rockwell (being the persons who executed
this Declaration of Trust in its original form), and He,~ry D. Rockwell, j'r., Ruth W. Rockwell and Robert
S, Rockwell (heing children of said I-Ienry D. Rockwell who were living ou January 8, 1914), and L~lia
Dustin Webster and Ruth FI. Redman (beiug children of said George L. Hamilton who were living on
January 8, 1914).
SECTION 3. Upou the terminatlou of this trnst, the Trnstees may sell and convert iuto money the
whole of the trust property, or auy part or parts thereof, and, after paying or retiring all known liabilities
and obligations of the Trustees and prov~dlng for indemnity agaln~t any other outstanding liabilities aud
obligations, shall divide the money included in the trust property among, and distribute in kind, at valua-
tions made by them reasonably and in accordance with recognized methods of valuing prope~y which
valuations shall be conclnsNe, all other assets then included in the trust property to, the registered
shareholders ratably according to the respective number of shares held by them. And in making any
sale under this provision the Trustees shall have power to sell by public auction or private contract
and to buy in or rescind or vary any contract of sale and to resell without being answerable for loss
and, for said purposes, to do all things, including the execution and delivery of instruments, as may by
their performance thereof be showu to be in their jud~aent n~essary or desirable in connection therewith.
The powers of sale and all other powers herein given to the Trustees shall continue as to all property at any
time remainlug in their hands or ownership, even though all times herein fixed for distribution of trust
property may have passed. ~
ARTICLE XVI.
CONSTRUCTION AND INTERPRETATION,
In the construction hereof, whether or not so expressed, words used in the singular or in the plural
respectively iuclude both the plural and singular, words denoting males include females and words denof
iug persons iuclnde individuals, firms, associations, companies (joint stock or otherwise), trusts and
corporations, unless a contrary intention is to be inferred from or required by the subject matter or con-
text. All the trusts, powers and provisions herein contained shall take effect and be con~trued according
to the law of the Commonwealth of Massachusetts.
In testimony whereof we have hereunto subscribed our names and set our seals the day and year
first above written.
OSCAR M. GovF~¥
(SEAL)
G~o. L. HAMILTON
( SEAL )
HENRY D. ROCXWF. Lr-
COMMONWEALTH OF MASSACIIUSETTS
]7-.SSEX,
January 8, 1914
Then personally appeared the above named Oscar M. Godfrey, George L Hamilton and Henry D.
Rockwell and acknowledged the foregoing instrmnent to be their free act and deed, before me,
FRANX W. FxxsurE, Notary P~blic
10
KNOW ALL W ~ THESE PP~SENTB that we, CAROLINE $
HOGEHB, F~NOIS B. KITTREDGE and U0~ B. OS~OOD, all of North
Andover in the County of Essex, 0ommo~wealth of
do herebF for ourselves and our successors, Trances here-
under, declare and agree that we will hold title to all real
estate herea~er conveyed to us as Trustees herevader and
proper~y derived there£rom or otherwise acquired ~der the
provisions hereof, IN TRUST, upon and for the uses and purposes
hereinafter set out.
1. The name of this Trust shall be CENTER ~MLTf TRUST
OF NaRTH A~DOVER and any property conveyed or transferred to
the Trustees un_4er that designation shall be held by them as
Trustees hereunder. Moneys of the Trust shall be invested in
such real and personal property (which may include shares of
this Trust) as the Trustees may determine.
2. The Trustees shall have absolute management and
control over and disposition of all property and mo~eys held
by the Trust at any time hereunder to the same extent as if the
Trustees were the sole owners thereof in their own right, sub-
Ject only to the limitations herein expressly stated. With-
out in any mann_er limiting the generality of the foregoing,
such power shall include the right to let, lease or hire for
a term extending beyond the possible term~mation of the Trust
or for a lesser term; to buy or sell for cash or on credit at
either public or private sale; to Borrow money for the purposes
of the Trust and to mortgage or pledge trust property with or
without power of sale; to convey, exchange, transfer, release,
partition or otherwise deal with and dispose of all proper~y,
Received and entePed in
Office of the Town of North
Book Misc.#l Page
1 /22
real and personal, at any ti~e held her~u~er, All ~ersons
dealing with the Trustees sh~l look so~ely to the
a~ f~s ef the T~ for the ~a~t off any de~ er ~her
obliEat[on of the ~st or the ~stees a~ neither the
Trustees n~r ~he sh~eholders sh~l ever ~ perso~y l~able
therefor. ~ ~1 de~s, leases, ~~es, a~ other l~ke
instr~ents ~de ~ the ~stees reference s~l be ~de
t~s A~reeme~ ~d Decimation of ~. No ~chaser
sh~l be b~ to see to the application of the
~ney or ~ney le~t.
The te~ ~T~ees. as used ~n ~s
sh~l mean the ~stees here~er for the t~
3. The ori~nal capital of the ~st s~ll eo~ist
of 1000 sh~es w~thout par v~ue a~ the T~ees shs~]
cert~ieates therefor in such form a~ for such consideration
as they sB~]l dete~ne. ~ch ee~icates sh~l be
by the T~stees.
T~st upen s~re~er of the ce~ieate er ee~ifieatea there-
for properly e~orsed a~d a new cer~iea~e or ce~ifiea~es
shall be isled to the transferee, wh~ sh~l thereupoa bece~
subject ~ the ~erms of this A~eemen~ ~ Declarati~m ef
T~s~. The ~e in which sh~es are r~o~ on the
of the ~ees shall be eoaclusive evidence of ~he ~ership
thereof.
The intere~ of ~he $~eholders sh~l be deemed
to be equitable ~y entitli~ them te propo~io~te sh~es
-2-
all distributions of pr~ncipal or income according to the
terms of this instrument. They shall have no other imterest
in the t~st property itself, whether real er persomal, a~
no right to call for any partitiom or to exercise a~y-control
over property of the ~st during the continuance of the
Trust, and the death of any shareholder during the contimmnce
of the Trust sha].l not determine the Trust, nor entitle the
legal representatives of such deceased shareholder to an
account or to any rights in the property or against the Trustees,
except as successors to the rights of such deceased shareholder,
and pursuant to the terms of this instrument. No assessment
shall ever be made upon shareholders.
5, The Trustees may from tiao to time declare an~ pay
dividends but the amount and payment thereof shall be wholly
in the discretion of the Trustees. The Trustees shall have
the right to pay divideDMs out of current or accrued net earn-
ings or capital gains even though the liquidating v~lue of all
the shares of the Trust may be less than the amount received
by the Trust therefor and even though the Book value ef the
assets of the Trust may be less than the sum of the liabilities
and the proceeds of the sale of its shares; the intent of this
paragraph being that the Trustees shall not be prevented from
paying dividends out of current earnings or capital gains by
reason of the impairment ef capital through realized or un-
realized losses which may have resulted from the depreciation
of the market value of any property of the Trust.
6. The Trustees may from time to time hire suitable
offices for the transaction of the business of the Trust and
may appoint such servants and agents as they deem necessary an~
fix their compensation and define their duties.
~he ~u~ees, sad eaeh ef them, aa~ each
employee or-re~esen~aCive ef ~he ~stees ~h~l ~ e~led
to re~eme~ ~ ~f the ~s~ e~a~e fer ~he~ ~
~asonable e~enses ~ outlays ~ s~l ~ ~e~fled
re~b~S~ fer a~ perso~l liab~ity, l~ss, e~st~, e~e~e
or d~e ~ them or ~m iae~ er ~fer~ ~ the
istratioa ef the t~ e,~a~e ~r ~ ~ue~i~ ~
or perfe~ ~ act a~th~iz~ or pe~t~ ~ this ~eel~a-
tien of ~st or ~y ~e~mea$ thereto, ~t a=ch ~e~ty er
reim~se~ sh~l be li~ted ~o the t~ e~ate, ~
s~eholder ~1 be perso~ly or ~ivid~ly lisle ~here-
for to any e~e~.
~e ~eea ~y appoi~ ~y ~ ef their ~er
er any other person, corporation or o~~tien te ~ the
~u~ prope~y a~ ve~ ~ him or it ~ch ~a ~ d~ie.
~ iaeo~i~ent ~th the ~e~sio~ hereof aa the2 ~ ~eter-
~ne (i~l~i~ the ri~t to ~ke eo~ee~ie~ ~
ia the e~ co~se of ~siness), ~ ~ ~atee sB=~i ever
be liable fer ~lowia~ sueh ~er or ~y ~her T~ee
have possesaloa of the T~a~ ~eka, ~neya ~r see~itiea.
netes, ehecks or ether obl~ations for ~he pa~at ef ~y out
of the ~at e~ate sh~l be sigaed ~ ~ ~ of the ~ees
or ~ ~eh ~er ~ so au~herized ~ the ~eea.
7. ~e T~ateea ~y eharge b~kera~ ~ ~a~
~asions to eapit~ or income ia their diacretioa~ they
b~ need ~t, p~vide f~r depr~ia~ien er for ceatt~eat or
si~ ~s; ~ these a~ ~1 other ~tters ~he~ decialen
as to wha~ eon~itutes or a~ll be ch~ged to capi~ or
sha~ be final ~ bi~i~ on ~1 perso~ then or there~er
~tere~ here~er.
10. The Trustees ~ay at any time, with the written
consent of the holders of at least three-quarters (3/$) of
the outstanding shares, alter or amend this Agreemen~ _~?d
Declaration of Trust, or terminate this Tr~st, and if it
seems to them Judicious so to do they ~ay, with like consent,
convey the trust property to new or other Tru~ees under a
new Declaration of Trust, or to a corporation, being first
duly indemnified against any outstanding obligations or
liabilities. Such consent ~ay be in any number of eoncurre~
instruments of similar tenor, and a certificate signed amd
acknowledged by the T~matees and recorded in the Essex Northern
District Registry of Deeds setting forth such consent and
stating that the same has been signed by the holders of at
least three-quarters (3/$) of~ the outstanding sh_~_res shall be
final aM conclusive as to third persons relying thereon.
After any conveyance as aforesaid the Trustees shall be trader
no further liability.
No alteration or a~e_~_~ment of this Agreement amd
Declaration of Trust or appointment of Trustees shall affect
any person not having actual notice thereof until recorded in
the Essex Northern District Registry of Deeds, nor shall any
alteration or amendment or other action affect rights previously
acquired by third persons.
Any person, corporation or other organization
dealing with-the trust property or with the Trustees may always
rely on a certificate signed By any person appearing from the
records of said Registry of Deeds to be a Trustee, as to who
are the Trustees or as to absence er illness of a co-trustee
or as to the existence or nonexis~aace 'of any fact or facts
which constitute conditions precedent to action by the Trustees
or are in any manner germane to the affairs of the Trust.
ll. ?his Trust shall eoatimae for
(20) years after the death o~ ~he ~a~ ~iv~ off the
1~3, HO~GE ~AT~ ~S, 3~, ~ A~ 18,
~V~S, ~rn Apr~ 22, 1953, ~D~ S~S, ~ra ~y 10,
children of ~oraee ~. S~evens, Jr. of said No~h
~ the eve~ ~he T~ s~l exp~
s~t to this p~aph or a~l ~ ~e~ted, the ~ees
~.y li~date the asse~s of the T~ust then held bY ~hem
a~, a~ p~nt of or p~vision for debts ~
di~de the process rata~y ~o~ the s~ehold~a, hah
li~atien ~ di~rib~ien sh~ be cool,ed ~B~n a
reaso~e time a~ the ~steea sh~ be e~itl~
reasonable e~e~ation ~herefor.
12. The ~stees sh~t ~ ~ liable for
error Of J~~ or for ~ loss ~isi~ e~ of ~y act
or o~salo~ in the ~ee~io~ of this ~ se 1~ as ~hey
act ~ go~ faith~ ~r $~ they ~ perse~ly liable for
the a~ts or o~ssio~ ef each other or for the acts
· ~ssio~ of ~ officer, ~t or se~ elected or
appointed ~ or a~ for them, ~ theF sh~
o~iged to gi~ ~ be~ to sec~e the due perf~ee ef
this ~ by them.
Any ~ee ~ o~, p~e~se or ac~e
sh~es in the ~st ~d ~y de~ ~th it i~ivid~lly or
-7-
in any fiduciary capacity in all respects as if he were
not a Trustee.
IN ~ITNESS WHEREOF we have hereunto set our h_amis
and sepia thin thirteenth day.~f January, 1959.~
COM~3N~EALTH OF MASSACHUSETTS
Suffolk , ss, January 13 ,
Then personally appeared the above named Caroline
Rogers, Francis B. Kittredge and John B. Osgeod and acknowledged
the foregoing instrument to be their free act and deed.
Before me,
AGREEMENT
and
DECLARATION OF TRUST
CAROLINE S. ROGERS,
FRANCIS B. KITTREDGE
and JOHN B. OSGOOD,
Trust ee s.
CENTER REALTY TRUST
OF NORTH ANDOVER
TYLER & REYNOLDS
COUNSELLORS AT LAW