HomeMy WebLinkAboutMANGO REALTY TRUSTD~CLA~ATI~ OF TRUST made this 21st day of September, 1962:
SANTO F~kNGANO of 2~2 ~assachusetts Avenue, North Andover, ~asaachusetts
CA~ S. MANGAMO of ~ Holbrook Road, North Andover, Massachusetts
f
GAETANO J. ~ANGANO of 11 Hamilton Road, North Andover, Massachusetts
D~ICX ~ANGANO, JR. of 11 Inglewood Road, Nor~b Andover, Massachusetts
the ORIGINAL T~STEES hereunder.
WHEREAS, Simultaneously with the execution hereof, said Trustees have received, and
now hold the sum of t~enty-four thousand dollars ($24000.00) and have a~reed to
issue therefor 2~0 shares of the beneficial interest of this Trust,
NOW, THEreFORE, said Trustees hereby declare and agree that they ~ill hold and ,
a~m~nister as one fund said twenty-four thousand dollars ($2J+000.00) together with
any real or persor.~l property hereafter acquired by them in addition thereto,
IN TPJJST, for the uses and purposes hereinafter set forth.
Name and Principal o£fic.e
Ail things relating to this Trust m~y be done under the name of ~.~G~J~O .~LTY T~S'£.
The principal office of the Trust shall be 579 ChickerLug RO&~, North Andover,
Massachusetts, or such other place ~e ~he Trustees m~y from time bo time select.
,ARTICLE II,
Ben..eficial Lnterests~_ ~hare..s an__d_d Ce,,rtif,icates.
1. The beneficial interest of this Trust shall oe ~u the holders from time to
time of shares of beneficial interest without par value, a~d such shares shall
constitute personal property.
2, The~ are hereby autho~J~ed ~000 ehar~ of ~fic~ ~ u the
t~ ~ ~e of a ~Jo~ty of t~ ~es ~ off,ce or a~ of ~ the
T~eee ~ ~ffice ~t~ a
3. ~ ~eee ~a~_ fo~th is~ ~0 ~h shes ~ acco~ce ~th
t~ ~t ~ out ~.
~. A~ho~ s~s ~1 ~ isled ~ as p~ded ~ the fore~
p~a~ ~d as fo~:
a. ~s ~ he~er ~ iss~d f~ t~ to t~e by ~e
of a ~Jo~ty of the ~tees ~ office ~ ~ch~e for cash
or ~ p~y, ~ or ~rson~, at a price ~r sha~ at
least ~ to the f~r v~ ~r sh~ of the s~s th~
iss~d ~d out~d~ as dete~ed by vo~ of at le~t a
~Jority of ~e T~steea ~ office.
b. S~s ~y he~er ~ issued fr~ t~e ~ t~e by vote
of a ~Jority of the T~tees ~ office, as s~ dividends or
for the ~se of splitt~g up outst~d~ sh~es. No frac-
ti~ sha~s sha~ ~ iss~d.
5. Each a~horized shoe issued ~d o~d~g sh~ be entitled to one vote
and to the s~e ri~ts ~ ~nefits ~der this T~st as each other such share
and ~ a ~ity the~th.
6. ~ch sha~holder's ~terest sh~ be ~presented by a certificate or
ce~ificates ~ such fora ~d sis'ted as the T~stees ~y from t~ to t~
deters, e~denc~g the o~ership of shares. The T~stees ~y iss~ new
ce~ificates to ~place lost or ~ated ce~ificates on such conditions as
they ~y deters.
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?o A re~i.~ber sb~ll be kept. by
T~st ~=h sh=] ~ show ~e n~es of sha~holders, their add~sses as f~ed
by them, the n~er of shes held by each ~d -] ! tr~sfers of s~res.
8~ Sha~s s~l be tr~sfe~ble ~ this ~ister ~ the holder %he.of of
reco~ ~ s~h ~s%er, ~ ~rson o~ by atto~ey, at the p~cip~ office of the
T~st, ~ acco~=e ~h ~d ~Jec~ $o the ~rictions ~ tr~sfer he~er
set fo~h ~d to s~h ~es as ~ ~ e~shed f~ t~e %o t~ for that
p~se by the T~stees, ~d ~ s~n~r ~d c~ce~ation of the ce~icate
or ce~ificates therefor d~y endorsed or assi~ed for tr~sfer. U~n su~
tr~sfer, the T~ees mh~l cause to be delive~d to the tr~sfe~e or tr~s'
fe~es a ce~ificate or ce~icates represent~ the sh~es so t~sferred ~d
to the tr~sferor a ce~ifica~e or certificates ~present~g the ~es, ~ ~ no% so
tr~sferred ~d rep~sented by the ce~icate s~nde~d. The T~tees ~y treat
the ~giste~d holder for ~ p~ses as the o~er of the share or sha~s regi~ered
in his n~ ~d sha~ not ~ affected by ~y notice or ~owledge to the contr~.
~y notice to or app~val or consent of the refistered holder of ~y sh~es sha~
b~d ~l fut~e holders of the s~e shares or shares issued ~ p~ce the~of or
u~n tr~sfers thereof or ~y of them ~d all those succeed~g ~ ~y ~y to the
inte~sts .of such holder.
For the pu~se of dete~g the holders of shares entitled to ~y dividend or
to ~y ri~ts or to ~y notice or to gi~ ~y consent or for ~y other p~r
p~se, the ~ees ~y close the tr~sfer books for a ~riod not ~ce~g
fo~y days at a t~, d~ng ~]ich no tr~s.~ers shall be ~de, or ~y, ~ lieu
of clos~g the tr~sfer books, as aforesaid, f~ ~ advice a record date not
exceed~g fo~y days p~ced~g the date on ,~ich such ~ividend is pa~ble or such
ri~ts distributable or such notice or consen~ is %o Oe given or is to be ~ffective
and only the holders of ~cord on such record d~te sh~]] be entitled to receive such
dividend or such ri~ts or such notice or to give such consent, not,~thst~d~g ~y
tr~sfer of ~y sh~es on said register ~ter ~y such record date f~ed as aforesaid.
~ESTRICTIC~S ~ T~&NSFEH OF S~ARES
Any shareholder, including the heirs, assigns, executors or adminiatra~s of a
deceased a~older, desiring to sell or transfer such ~hares o~med by him or
them, shall first offer them to the Trustees in the manner followi.g:
He s~all notify the Trustees of his desire to sell or transfer by notice in
writing, ~hieh notice sh,ll contain the price at which he is willing to sell or
transfer and the name of one arbitrator. The Trustees shall within thirty days
thereafter either accept the offer, or by notice to him in writing name a second
arbitrator, and these tw~ shall name a third. It shall than be the duty of the
arbitrators to ascertain the value of the shares, and if any arbitrator shall
neglect or refuse to appear at any meeting appointed by the arbitrators, a
majority may act in the absance of such arbitrator.
After the acceptance of the offer, or the report of the arbitrators as the the
value of the shares, the Trustees shall have thirty days within ~hich to pmrchase
the same at such valuation, but if at the expiration of thirty days, the Trustees
shall not have exercised the right so to purchase, the owner of the shares shall be
at libe~y to dispose of the same in any ma~er he may see fit.
No shares shall be sold or transferred on the Register of the Trust until these
provisions have been complied with, but the Trustees may in any particular instance
waive the requirement.
ARTICLE III.
Dividends_.
Subject to the provisions of this Article, holders of shares shall be entitled to
dividends, when, as and if declared 0y the Trustees from time to tLme in their
discretion and payable at any date fixed by the Trustees, out of the net profits or
surplus (whether paid-in or otherwise) of this Trust, in cash or property, including,
without any limitation upon the generality of the foregoing, securities of this
Trust, ~ud for tha~ purpose the Trustees mai~- authorize the issuance of certificates
and scrip and may capitalize all or any part of the ~urplus and may determine the
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number of dollars per share so capital~ed; but no shareholder eh~ll have any
right %o any dividends, ~hether in cash, property or securities of this Trust,
except ~hen and as such dividends shall be paid or notice sh~]] have been given
to all the shareholders ~ho are to receive such dividends that the s~ have
been declared as aforesaid, and then o~F upon the term~ that tb~ same are ~
declared by the Trustees; and no shareholder, Trustee or agent of this Trust sh-ll
be liable personally for any such dividend, and every shareholder entitled thereto
shall look only to the Trust estate for the payment of any such dividend.
In the absence of fraud~ the determination of the Trustees as to net profits and
surplus, and as to any revaluation, or any other matter in connection with the
payment of dividends sh~]] be final and conclusive.
ARTICLE IV.
Trustees.
1. There shall be four Trustees hereunder, who may but need not be holders of
shares heretmder. Each Trustee shall hold office until his death, resignation or
removal.
2. No Trustee shall be obliged to give amy bond or other security for the
perforr~ance of any cf his ~uties.
3. Any Trustee may reslD~ without intervention of court, by a writing si~ned and
acknowledged by him and deposited in the principal office of the Trust, ,Which
resignation shall take effect ten days after being so deposited or upon the earlier
acceptance thereof by the remaining Trustees.
&. Any Trustee who, in the opinion of the other Trustees, has become incapacitated,
may be removed without intervention of Court, by a writin2 si~ed by all of his
cc-trustees and ~eposited at the principal office of the Tr,,st. A copy of such
writing shall be promptly given to the Trustee so removed.
~. Whenever a Trustee dies, resins or is removed, the rent~ining Trustees shall
within thirty days appoint any eligible person, natttval o~ corporate, to fill the
vacancy.
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~, The &ppointment of & successor ?rustee as aforesaid sb=11 be effect, i~.e &e
ecoa as the appointmemt, sig~ed by the remaining Trustees, and the acceptance,
eigned and acknowledged by the new Trustee, shll 1 have been deposited in the
principal office of the Trust.
7. If there are less than famr Trustees in office for a period of three months
or more, any Trustee or shareholder may petition a Court having Jurisdiction to
ft11 any vacancy or vacancies then existing so that there shall thereafter be
four trustees in office.
8. A certificate with respect to the res~nation, removal or death of any
Trustee and with respect to the appointment and acceptance of any successor
Trustee, signed and acknowledged by the Secretar~ for the time being in of~'lce,
shall be recorded in each Registry of Deeds in which this Declaration of Trust is
recorded, as to the Trustees then in office. The originals of all such certificates
shall be attached to and ~ept with this Declaration and deposited in the principal
office of the Trust.
9. Title to the trust property shall always vest in, the Trustees for the time being
in office, and no conveyance or transfer between Trustees shall be necessary when a
Trustee dies, resigns or is removed or when a new Trustee comes into office, but the
Trustees and any former Trustee, or his or their legal representatives, shall, if
requested, make, execute, acknowledge and deliver to the Trustees then i~. office
such confirmatory deliveries and instruments of conveyance, transfer and assig~ent
as the Trustees i~ office or any of them may consider desirable.
ARTICLE V.
Csrtain Powers of ,t,.he Tr~st~es
I. The Trustees shall have power:
a. To manage and improv~ the trust property in any mar~er deemed by them
beneficial to this Trust and the ~hare~olders thereof, free from any
control or dominion by the shareholders.
b, To acquire by purchase, partition, lease, release, gift, bequest,
devise or otherwise, and to make contracts with respect to ~ real or
perac~al property or any interest therein; and to subscribe or apply for,
obtain, establish, hold and dispose of concessions, rights, privileges,
patents, patent rights, inventions, formulae, copyrights, trademarks and
t~adena~es, franchises and licenses and grants from public authorities.
c. To retain, invest and reinvest in any property, real (including vacant
lend) or personal, of mhatever character or amount, and whether or not
income producing or wasting, ~hich the Trustees consider desirable invest-
merits, and any investment ma~e or retained by them in good faith shall be
proper even though in the absence of this express authority such investment
might not be proper.
d. To hold securities in bearer or unregistered form, or 'Ln the name of a
nominee or nominees, in each case without indication of any trus~, or in
the name of any other person, f~rm or corporation, endorsed in blank or with
power of attorney for their transfer attached, and to hold any real or
personal property in the name of this Trust, or in the name of one or more
of the Trustees or in the name of a nominee or nominees, in each case without
indication of any trust.
e. To vote directly or by proxy with or without po~er of ~a~stitution and
with or without discretiona~j power, give consents, and take other action
with respect to the affairs of any corporation, Trust or orcanization wflose
securities are held by this Trust; to act in such manner as the Trustees
deem proper in any reorganization, merger or consolidation affecting such
securities; to deposit securities i~ any voting trust or with any protective
or like committee or Trustee, or with depositaries designated thereby and
pay assessments on such securities; and to amend cr terminate any other Trust
or organization in which this Trust is interested as benefic±a~.~ or otherwise.
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f. To decide ~at is incc~ or principal, and all qtmstions between income
and principal as they think fair and reasonable in each case as it arises,
and not withstanding any rules of law that in the absence of this express
power might be applicable thereto.
g. To compromise or submit to arbitration any claim or matter in dispute
affecting the trust property, ~hether asserted by the Trustees or against
them or the Trust property or any thereof.
h. To execute and deliver all necessary and proper deeds, contracts and
other instruments incident to any of their powers.
i. To sell, lease, let to tenants at will or exchange any or all of the
personal property, real estate or interests therein held by this Trust, ih
such manner, to such persons, for such cash, securities or other considerations,
and upon such terms as to credit or othe.~ise as the Trustees may determine,
at public or private sale, and to execute, acknowledge and deliver such deeds,
leases, bills of sale or other instruments as they deem necessary or
advisable, to make allowances to and arrangements with tenants and others and
to accept surrenders of leases and tenancies; and to make such agreements with
owners of adjoining property in regard to easements of every sort and descrip-
tion, boundary lines, party walls or other like subjects of agreement as they
may deem necessary or conve:~.ient for the purposes hereof; and no purchaser,
laseee or transferee shall see to the application of the consideration, paid or
given; and (without 1Lv.,~ting the generality of the provisions of Article VIii)
the Trumtees are hereby expressly empowered to ~:ake such s~le, lease
exchange, not'~.~_thstanding th~ fact that they or any of ~hem nay have, at the
time of such ~onveyance or transfer or thereaft-~r, a direct or Ludirect ~uter~st,
personal or otherwise, in the transferee or ia'.see or' ~ the ~,ode, result
or effect of making such conve~mmce or trmusfer. ~:y sale or oth.~r disposition
of property under this ~.ragraph may be ma~e ~ cd~mect!on :,'ith the te~.rJn~ation
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of this Trust or the reor~a~iaation thereof or may be made for any other
reaecm. Amy lease made here~der by or on behalf of the Trustees shall be
valid although it may or ma~ not extend beyond the far.nation of this Trust.
J. To i~rove any part of the trust real estate and to destroy or alter any
and all buildings or other structures at any t~-~ thereon, and to construct,
erect or b~.ld in lieu thereof any other buildings or structures; and to
employ al2 such persons and make all such contracts and do all such other
things as the~ may cc~sider necessary or convenient for any such purpose.
k. To repair, rebuild or restore any buildings or &her structures injured or
destro~d by fire or other cause.
1. To carry on or operate any business and any other affairs, enterprises or
activities ~ich at any time shall appear to the Trustees conducive to the
protectio~ or benefit of the Trust, and generally in al! matters to deal with
the trust property and to manage and conduct the business of the Trust, subject
only to the specific limitations contained in this Declaration, as f~,~ly as if
the Trustees were the absolute o~ners of the trust property.
m. To distribute any of the trust property among the shareholders wholly or
parti.21y in cash or in Mud and to sell for distribution, with power to
transfer investments and to convey real property or any interests therein,
whether separate or undivided, or tangible personal property, as part or the
whole of the share of any person, with or without transferring or conveying
sim~[lar property to any other person, and at such val'uations as they shall
deem Just, ~hich valuationsj when made in good faith, shall be conclusive.
n. To lease such offices and employ such counselj .~anagers, a£ents or
clerical or other assistants as they shall think proper for the sale or manage-
ment of any of the trust property, or for conducting the business of the Trust,
and to pay reasonable compensation therefor; to give any person, firm, associa-
tion or corporation, as agent, written authority to manage all or any o£ the
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re~l e~tate of the Trust and to authorize such a~mt to ~xecute tenanc~s
at ~] ~ ~ to ~cu~ ~e~a of ~h ~ estate ~ ~'~ of t~
~a for ~ te~ of ~s ~ u~ ~h ~r te~ ~d cm~ti~s
that s~d ~nt ~nt ~ see fit to ~d, te~4~te, m~ or
~d t~cies at ~1 ~d ~es of such ~ estate, .1l u~ such
te~ ~ s~Ject to the ~tations ~sed by ~e said ~it%~ authority.
o. To ~y c~.~..ts~ons to b~rs or ~hers ~ ~s~ct of the ~c~se or
s~ of ~y or ~ p~c~g t~ts or othe~se.
p. To ~r~w ~ey ~d to iss~ ~nds, notes ~d other e~d~ces of
~debt~ess of t~s T~st, for such ~ri~s, at such rates of ~terest ~
u~n s~h other ~ as they ~y dete~e, ~d as sec~ty therefor to
~edge ~y ~rs~ p~pe~y of this t~st ~d to ~g~e ~ ~ estate
or ~te~st the~. ~y ~ pledge or moP.ge ~Y c~er a ~r of
s~e, ~d ~y such b~ds, notes or other e~dences of ~debte~ess of this
T~t, ~d ~y such ~r of s~e, sh~ll be va14d ~tho~h they or ~y of
th~ sha~ or ~y mat~ or ~ ~ercised ~ ~ole or ~ ~ ~er the
te~t~tion of this T~st.
q. To ~f~d, ~e, ~ off, ~new, ~p~ce or e~end ~y ~e or mo~
b~ds. notes, or other e~dences of ~debte~ess isled or held by t~
T~t, or ~y ~e or mo~ plebes or mo~gages m~e or held by the ~
r. To p~ote, lend m~ey, cre~t or prope~y to, or ass~e oOl~ati~s of,
a~ to ~d ~ ~y other ~er ~y ~rson, T~st or c~p~y. ~d to
g~t~, ~d to sec~ by mortgage or other ~en up~ ~l or ~y ~ of
t~ t~ estate, the ~nt of pr~cip~, ~terest ~d dividends on ~y
sec~ities of ~d the ~rfo~ce of =y other ~ntract or obliga~ on of
~y such ~rson, T~st of comfy.
s. To de.sit ~y f~ds of this T~ ~ ~Y b~k or t~st c~, ~d
ent~st to such b~ or t~t comply, or toga s~e de.sit comply for
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Safekeeping, any of the securities, moneye, doc~ente and papers belonging
to or relating to the Trust f~d.
t. To eetablieh contingent or sinking funds, or both, and for such purposes
to set aside periodically frc~ the income of the Trust such money as they
in their discretion may deem proper, and to invest and reinvest such
u. To construe a~y of the provisions of this Declaration of Trust, and to
act on any such construction, and their construction of the s.~ and any
action taken in good faith pursuant thereto sh.ll ~e final and conclusive
on all parties ~n interest.
2. In addition to the powers expressly granted in this Declaration, the Trustees
sha_~l have all powers and discretions granted by law mhich are consistent herewith.
3. The Trustees may exercise all their powers from time to time in their
discretion, not only during the period of the Trust but also after the tera~nation
thereof for purposes of distribution, but the Trustees shall have no power or
authority to borrow on the credit, on on behalf of the shareholders or any of them,
to ~ake any contract, incur any liability, or enter into any undertaking in their
behalf or in behalf of any of th~ personal 1 y.
ARTICLE VI.
Trustees' and Shareholders' Action and Mee. tin~s.
1. Except as otherwise expressly provided in this Declaration, all action taken
by vote of a majority of the Trustees, at a meeting duly celled and held, sh~ have
the same force and validity as if taken by all the Trustees then in office.
2. The Trustees may act without holding a meeting, except in cases where a meeting
is expressly required by this Declaration, provided that all the Trustees then in
office shall sign a certificate of such action; and ~ll action so certified shall
have the same force and validity as if taken by those same Trustees at a meeting
duly called and held.
3, ~y Trustee ~ay by ~r~tten ~netr~e~t dele~at~
d~c~t~s to ~e of ~e other T~es(or
Jo~tly ~d ~~, or ~ccessi~ly) for a ~ri~ not ~cee~ ~e ~,
in ~ ~er renew s~h delegati~ f~ t~ to t~ ~d ~ ~ke ~y s~h
delegati~. S~h delegation ~ co~er ~r to s~stit~e one or mo~ o~er
T~e~s as the delegat~ ~ee's ~p~s~tati~s.
~. ~ dete~g h~ ma~y T~tees have Jo~ed ~ ~y act or ~ ~y ~st~nt,
each ~ee Jo~ the~ by h~m~e~ or th~ ~e or ~ ~p~sentati~s as
p~ded ~ p~ra~ 3 of this ~ic~ sh~ be ~cl~ed ~ the co~t. A T~ee
Jo~g ~ ~y act or ~st~t, as e~denced by his ~te, s~at~ or othe~se,
~d hold~g delegated au~ority f~m ~other T~tee to Jo~ the~ ~ ~f of
t~t T~stee s~, ~ the ~sence of e~dence to the contr~, ~ deemed to Jo~
there~ b~h for ~se~ ~d for the T~ee ~ he rep~s~ts.
5. ~e T~tees ~ m~ke by-~, ~s ~d ~tions c~sistent ~th for,
a~ other thugs ~lated ~ the T~st, the ca~ng, giv~g notice, hold~g
conduct of ~et~s ~d other p~ceed~s of the T~tees ~d of the sh~eholders,
and sh~ cause a ~co~ of ~ such p~oceed~gs to be kept b~ the ~cret~.
6. Sh~eholders, ~ so far as action by th~ is req~red or authorized, ~y act
with or ~tho~ a ~et~g, ~d ~y vote, gi~ consents, gi~ ~ivers ~d othe~se
act either ~rson~ly or thro~ their ~ents or p~es o~ thro~ their ~s
or other leg~ representatives.
7. The T~tees s~l, at least as often as ~y, ~e a ~itten ~ ~d
acco~t~g to the ~a~holde~s contouring, ~ addition to a stat~t of the assets
~d liabilities ~d of the~rations of the T~st, a s~m~ of such actions as the
T~stees have t~en d~g the past ~ar ~d consid~ t~g ~ the future.
8. ~e T~stees sha~ at ~ t~es herea~er keep on de,sit ~th a sa~gs b~
a ~ not less th~ ~e H~d~d Dollars (~1OO.)
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9. )(est~s of sha~shotrs may be c~lled by ~n7 t~o o~ ?r~ur~ees or
t~ .per csnt in interest of the shareholders, i written notice statini the
time, place and purposes of the meeting shill be given to a3.l holders
shares issued and ou~anding and entitled ~o vote on matter.- referred to in
such notice at least seven days before such meeting by the persons calling
the ~eeting.
10. Notices or communications to or from any shareholders re~quired or provided
for in this Declaration shall be delivered in pe~'son or sent by m;~ postage
prepaid, or telegram. Such notice or communication to a shareholder sh-l~ be
addressed to him at the address specified in the register or such other address
as the shareholder may designate in writing. The failure of any shareholder to
receive a notice sent to him as provided herein shall not affect the validity
of such notice, or of any action taken pursuant thereto. The certificate of
the person or persons giving such nStice or communication sh_a~:~ be sufficient
evidence thereof and sh~l~ protect all persons acting in good faith in reliance
on such certificate. Any shareholder may waive any notice.
11. ~herever notice or other co~nnunication is required by this DeAlaration to
be g~ to shareholders, such notice or other co..,unication shall be deemed to
have been given on the day it is delivered or sent as aforesaid. ~erever
notice or other co~-~,unication is required to be given ~o the Trustees, such ~otice
or other co~.unication shall be ~eemed to have been given on the day it is received
at the prihcipal office of the Trust.
12. The Trustees shall elect a Secretary (wflo m~y but need not oe a Trustee or
shareholder) who shal~ keep a record of the proceedings of the Trustees
shareholders, acknowledge certificates as herein provided, and have such other
powers and duties not in~onsistent with this Declaration as the T~ustees shall
from time to time designate. The Trustees may elect such other office.~s (who
may but need not be T~ustees or shareholders) as the Trustees may from time to
time deem appropriate. Except as othem~ise provided by the T~tees, each
officer shall hold office during the ~_asure of the Trustees.
l. All inetr~ent8 (iaeluding, ~ not ~-t~ ~, de~s, 2ea~e, c~tr~8,
releml, n~el, cheeks, ~e, Nc~ities, ~s~ts, endorsers ~
~Jo~ty of the T~e8 or by such ~. or ~ ~eea or ~ts as t~ T~es
f~ae md ~dit7 as ff s~ed by al~ the
2. ~ ~t~8 ~y ~ t~ to t~ ~o~ ~ ~ a fora of ~ for ~is
S~ ~ ~ be aff~d to ~ ~nt by ~y T~ee, or ~ ~ ~h offi~r or
a~t u t~ T~eee s~ fr~ t~ to t~ a~ho~e ~er~y or s~c~ic~ly.
The ~cit~ of a 8e~ ~ ~ ~nt ~c~ed ~ ~ of this T~ or a
recit~ that it ~ t~ effect ~ a se~ed ~~t, sba~l give it the s~e
fore ~d v~i~ty a~ ~ t~ se~ of this ~, ~ ~y, ~ aff~d t~reto.
3. ~ ~~t, ce~icate or ~her ~r si~ed By or ~ beh~ of the T~tees
~ich is to ~ ~co~ed ~ be ac~owle~ed by ~ ~e of the si~ers.
~. ~~t ~q~d by this ~cl~ation sbal~, ~ess othe~se req~d by
law, be ~ ~ the ~er fr~ t~ to t~ presc~d by the ~w of ~ssach~etts
for the ac~le~nt of deeds of ~d there,.
AErICLE
.P. rot. ectic~ of Per~ons ~ea14~ with ~rust.
1. Purchasers, trans~e~ agents ~nd other persons dealing with this Trust or
any Trustee shall not be .required to em, m~ue into the trusts hereunder or to see to
the application of any money or property paid or transferred to any Trustee, and may
g~al with the trust property as if the Trustees were the o~ers thereof free of all
tru~tso
2. A certificate signed by the Secretary for the time being in office as to who is
Trustee, or as to a change of Trustees, or as to any action by the Trustees or
shareholders, or as to an~.e~er fact affecting this Trust or affecting the validity
of ~ actt~ heret~der, ~ be treated as conclusi~ e~dence thereof
3. Any Trustee, shareholder, officer or agent of this ~rust or any firm, Trust,
corporation, concemor estate in ~hich he is interested as a member, trustee,
director, officer, beneficiary, shareholder, agent, fiduciary, or otherwise, may,
when acting in good faith, sell or lease to, buy or lease from, contract with and
otherwise deal with this Trust as freely and effectually as though no interest or
fiduciary relation existed; and the Trustees hereunder shall have power to exercise
or concur in exercising al ~ powers and discretions given to them hereunder or by
law; notwithstanding that they or any of them may have a direct or indirect
interest, personally or otherwise, in the mode, result or effect of exercising such
powers or discretions.
~. Without Limiting the generality or effect of the foregoing paragraphs of this
Article, it is hereby provided that if a conveyance or transfer of the trust
property or ar4v or any part thereof is made by the Trustees to themselves or to any
transferee who is in any ~y interested in this Trust or in whom the Trustee is inte-
rested, directly or indirectly, it shall be conclusively presumed in favor of all
persons (other than the Trustees and such transferee) dealing with the property so
conveyed or transferred or claiming under such conveyance or transfer that the same
has been made in good faith, for adequate consideration, and in accordance with
the powers contained in this instrument, and is in all respects valid and Proper.
ARTICLE IX.
Protection o_[f .T. rustees ~ Shareholders.
1. A Trust, and not a partnership is created by this Declaration. The relationship
of the shareholders to the Trustees is solely that of cestuis ~4~ t~rustent, and
neither the shareholders no~ the Trustees are partners.
2. No shareholde~ shall be Personally liable for any oblig.'ation or liability incurred
by this Trust or by the Trustees, and the Trustees shall have no right of indemnity or
excereration against the shareholders in respect thereof.
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by th~ Tr~rt or bZ the T~tee~ ~thin the ~co
~ ~e~ a~ho~t
~ ~ ~ entit~d to ~s Y, ~ e~h
for hie ~le ~nt ~ ~erati~ ~ of t~ T~t esta~
. ~i~ for or
~d ~ty. ~e,,~= -- Y ~ ~ loss
' ~'~ ~ g~ f~ or s~fe~ .....
T~t~
~. The trust estate alOne shall be liable for the Payment or satisfactiOn o~
obligatiOns amd Liabilities incurred in carrying On the affairs of this Trus~.
~. ~he Trusteem and agents of this Trust and each of them shall be entitled to rely
upon the opiniOn or advice of, or any statement or c. cmputation by, any counsel,
apParaiser, surveyor, engineer, broker, auctioneer, accountant, or other person
reasonably deemed by them to be competent, whether or not disinterested ,or a Trustee
or agent of this Trust.
6. Noney may be paid and Property delivered to any duly authorized agent of this
Trust who may receipt therefor On behalf of this Trust, and no person dealing in good
f~ith with amy duly authorized agent shall be hound to see to the application of any
moneys so paid or property so delivered.
7. Proceedings against this Trust may be brought against the Trustees as t~ustees
hereunder hut not personally. The Trustees shall be parties thereto only in so far
as necessary to enable such obligation or liability to be enforced against the trust
estate. In such Proceedings, sea-vice or process upon one of the Trustees shall be
sufficient.
8. Mo Trustee shall be ]~_ble to this Trust or the shareholders except for his
wilful misconduct, knowingly and intentionally committed.
9. Trustees sh~:! be entitled to reasonable compensation for their services.
ARTICLE X.
~e-acQuisition of Shares
1. The trustees shall have power on behalf of this Trust to purchase any shares
thereof at a ~rice not exceeding the fair value thereof as determined by the Trustees,
&~l to re'-~cquire ar~ aharea of this 2rust by gift~ beqt~est, d~e
~er o~ be he~ ~ t~ t~a~, ~d
I~ at ~ P~ces ~d for ~ch c~S~ratl~s not less th~ the
t~of at the t~ of s~h s~e as detersd
3. S~h ~cq~d ~s ~ held
v~ or other ~ts or ~nefite, ~d 8h~ n~ be d~med o~~ ~ c~t
P~i~s or ~rcent~es of s~s or ~hol~rs.
1. t~xless sOOner terminated as provided in paragraph 2 of this Article, this Trust
shall term~uate upon the expiration of fifty years from the date of this Declaration.
2. T~ terms of this Declaration may from time to time be amended, added to or
rescinded in any particular ~hatsoever, or this Trust may he terminated, in each case
by Vote of at least tw~-thirds of the number of TrUstees then in office, With the
written consent of the holders of at least three-fifths of the shares issued and
outstanding a~d entitled to vote. Such termination or any amendment or addition to,
or rescission of, this Trust shall take effect when a certificate with respect to
the foregoing action by the T~ustees and consent by the shareholders shall have been
a~ed and acknowledged hy the Secretary and such a certificate shall babe been
either (a) recorded in each ~egistry of' Deeds in which this Declamation has been
recorded; or (b) deposited in the Principal office of the Trust, and attached to and
kept with the *~ecuted copy of this Declaration therein deposited.
3. Upon the termination of this Trust, the Trustees shall sell all the property of
the Trust and divide the proceeds among the shareholders ratably aecording to their
respective holdings of such shares.
~. No shareholder shall he entitled to put an end to this T~ust, to require a
division of any of the Trust estate or to possess, use or enjoy specific P~Operty
thereof except in each case as specifically provided herein. The death, hankruptc~-
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or leg~ incapacity of a shareholder or & Trustee, or the transfer of shares ~
· shareholdetr ~ not operate to terra,mate this Trust or entitle such Trustee
or shareholder or his legal representative to an accounting.
}~tecellanem~..,
1. The construction and operation of this Trust shall be governed by the laws of
the C~aonwoalth of ~tassachusetts. Article heaH~gs in this Declaration are in-
serted for convenience only, are no part of this instr~aent, and shall not be
considered in the construction hereof.
2. In addition to the definitions contained elsewhere herein, the following
words and phrases wherever used in this DeAlaration sh-ll have the following mean~s
unless the context otherwise re~ires:
.Trustees# or "Trustees in office" shall mean the one or more persc~s for the
time being in office hereunder as Trustee, ~hether original or successor;
The word "agentl" shall include any employees of the Trustees;
The words "this Declaration" means this Declaration as from t~-~ to time
amended;
Any ~rds denoting persons shall include firms, associations, trusts,
Joint stock companies and corporations;
Any expression in one gender s~A11 include the other genders.
IN WIT~ESS ~EEEOF, said Original Trustees have hereunto set their hands and seals
upon the date first above w~itten:
T~ OF MASSACHUSETTS
21, 19~2
Then person~ll? anpeared ~l! of the above-named Original Trustees of the
MA~GANO ~ TP~ST, and each of them acknowledged the foregoing instrument as
and to be his free act and deed,
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