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Home My WebLink AboutCASA DEI BRONSETTI REALTY TRUSTDF, CLARATI~ OF Ti~ST, nmde ~h~ seventeenth day of LEO LOZZI, of Lawnence~ Essex County, Massachuse~ts~ JOHN A. JAMES, of Andover, Essex County, Massachuse~ts~ PAUL Jo PF.~OCCHI, of Andover~ Essex County~ MaSsachusetts, the Original Trustees hereunder. WH!i~FAS~ simultaneously ~lSh the execution hereOf, said I'rustees have received, and now hold, the sum of $1000, and i~ve agreed to issue therefor ~we~y sh~res of the beneficial interest of t.his TX~AS~, NO~', THE~EFORE~ said Trustees hereby declare and agree tha~ they will hold ~'and administer as one fund said $1000., together ,~th any real or personal propert7 hereafter acquired by them in ~dditlon thereto, IN TR~ST, for ~he uses and purpose~ hereinaf~ set forth. ARTICLE I N___am__~e ~ Princi~! ~O~fice Ail things relating to this Trust may be done under the name of OASA DEI BRONZETTI REALTY TRUST. The principal office of the Trust shall be 21 Union Street, Lawrauce, Massachusetts~ or such othe~ place as the Trustees may from ~ime to ~i~e select. ARTICLE IX 1. The ben~ficial interes~ ~f ~his Trust shall be in the PAUL J. PEROCCHI ATTORNEY AT L~ -2- helpers from t, lne t,o ~ime of shares of benef~FAal 2. There are hereby au~ho~Ased 1000 shares of be~t~elal interest as ~he initial number of 8~a~. Additional 8har~ may be authorized from time to time by vote of a ~aJority of the Trustees in office or ac'~ion of mlI the Trustees in office w~th- out a meeting, 3, The Trustees shall forthwith issue twenty such share~ in accordance with their agreement set out above. $. Authorized shares shall be issued only as p~ovided in the foregoing paragraph and as foLlowe: (a) Shares may hereafter be issued from time ~o by vote of a majority of %he Trustees in office exchange for cash or anF proper~y~ real ~ a% a price per share at leas~ equal ~o the fair v~!ue par s ~ha._~e of the shares the~ issaed an~. ou~ s~anding as determined by vote of at le~_~s~ a majority of the Trustees An office. (b) Shares may hereafter be imsued ~ time to time by vo~e of a majority of the Trustees in offi~e~ as share dividends or fo~ the purpoee of splitting up ou~atanding shares. No fra~ional shares shall be issued. ~ Each aut~w~-ized share issue~ and ~u~s~anding shall be entitled ~o one vote and to ~he s=me rights and benefits under this Trust as each other such share and on a parity ~h~rewi~h. 6. Each shareholder' s interest shall be represented by a certificate or certificates in such form and ~igned as the Trustees may fro_~ time to time determine, evidencing the ~ner- ship of shares. The Trustees may issue new certificates place lsat or 'mu~Llated certificates on such ~onditiona aa they. PAUL J, PEROCCHI 7, & register shall be-kept by' .the Trustees at ~he prim- ci~ office of ~he .?~ W~eh $~l Show the n~es hold~ ~heir ad~e~s~s aa ~i~h~ by ~h~ the n~ber o~ a~es held by ~ch ~d ~1 tr~era of 8. Shares shall be ~r~sf~able on t~s regist~ ~ the holder thief .~of reco~ on such re~s~, ~ pers~ or b a~om~ ~ ~e prhct~ dfice of ~he T~, ~ acco~oe ~h ~d suVjec~ ~ such ~es as ~y f~m t~e tab~sh~ for t~t p~ose by ~e T~stees, ~d upon s~d~ ad cacellatton of the ce~tflcate or ce~lflcates the~for duly endora~ or a~sign~ fo~ tr~er. U~n such tr~sfer, ~he T~tees sl~ll cause ~o be deliver~ ~o ~he ~r~A~eree ferees a c~ica~e or ce~ifica~es repressing trasf~rr~ ad ~o the tr~mferor a ce~icate or c~ificag~ repres~t~ the s~res, ~ ~y, no~ so tr~sf~r~ ~d s~t~ by the c~ificate ~r~der~. The T~st~s the regi~ ~ld~ for ~1 pu~oses as the o~ of or sh~es registered in ~s n~ae ~d sh~l not be Cfect~ by ~y notice or kaowl~ge ~ the courtS. Any no~lCe app~v~ or cons~ of the regis~ holder of b~d ~1 future ~lders of the ~e s~es or p~ce thereof or upon tr~sfera ~h~eof or ~y of ~h~ tMse succeed~g in ~y way to the in~eresta of such hold~, For the ~ose of de~~g ~he hold~m of to ~y divided or to ~y ri~s or ~o ~y ~ttce or consent or for ~y oth~ prop~ p~ose, ~he T~a~ees ~y close ~he tr~sf~ books for a pe~ ~ exee~ fo~y days a~ a t~e~ during w~ch no tr~sf~s s~11 be .mades or ~y~ in closing ~he ~r~er books as ~oresaid, f~. in advice da~e not ~ce~ ~o~y ~y8 p~c~.ing ~he ~e on which such PAUL J. PEROCCHI ATTORNEY AT LAW dividen~ is pays ble: or sue~ rights dlaD~ib~mble or a~eh' er cons~ is ~o be giv~ or is to be ~fe~lve ~d ~ ~ ~iders of ~o~ on such reco~ ~e s~l be ~ti~l~ ~ ~ ceive such divld~d or such ~s o~ ~eh ~tice o~ ~ ~ ~ such consent, ~t~thst~d~ ~y tmsfer or ~y s~es ~ ~d register ~%~ ~y such ~eco~ d~te f~ ~ afores~d. ARTICLE IIX Divideq.ds, Distrtbut:icas and ~ Shareholders shall be entitled to receive such dividends £rom net income, whether currently eaz~e~ or held in surplus, reserve, or ccntlr~ont funds, as shall from time ~ time be de~ cla~'ed by the Trustees. And the Trustees may, at any time cr times, distribute ~o the shareholders all or ~u7 of the Trsm~ assets then h eld by them even if such distributions have not earned, and may charge ~he whole or any par~ of sueh distribu- tions against t. hec spiral accoun~ or o~her~ise as they ~y dee~ advisable. Any distributions from the Tru~t property amc~ the shareholders shall be accordin~ Co the aumber of sh~res held By them respe~ively ~nd, except as o~her~ise provided herein, they shall have no right to any distributions except when and as de- clared by the Trustees. The Trustees may se~ aside as a reserve or contingent fund~ and may use for !mprovemen~ of ~r addition to ~he Truzt property or for reduction of mortgage ~r other indebtedness, or for any other capital purpose, ~he net income or any par~ or par~s thereof, from ~ime to time received by th_~ to such extent as they shall deem advisable, A~XICLE 1~ ,Trua~_ee~ There shall be ~hree Trustees hereunder, who may bU~. 9AUt J. PEROCGHI need mot be holders of shares hereUade~, ~ach Tr~ee shall hold office until Rts death, r~ignation or removal, 2- No Trustee shall ba obliged to give any bond or sacurity for the perfor~$nce o~' any of his duties. 3, Any Trustee may resign ~ithout intervention by a ~,~lt~ signed and acknowle~ed by him nnd deposited ~n the priaclpal cfi'ice of the Trust~ which resignation shall take effect ten days after being so dsposited or upoa the earLte~ acceptance thereof by the rema_~uing Tru~ees. $. An? Trustee who, in the opinion of the other Trustee~ .has become incapacl~a%ed, may be removed withou~ interveel%ion of Court, by a writing signed by all of his co-Trustee~ and depos- ited at the principal office of the Trus~. A copy of such lng shall be promptly given ~o the Trustee being so removed. ~e Whenever a Trustee dies, resigns o~ is removed, the re, mining Trustees shall within thiZ~y days appoint any eligi- ble person~ natural or corporal, e, to fill the' vacancy. 6o The appointment of a successor Trustee as aforesaid shall be ~ffec~ive as soon as the appoin~m_-n.t, signed by remaining Trustees, and the acceptance, signed and a~nowledged by th~ new Trustee, shall have been deposited in the principal office of the Trus~. ?. If ~here are less than three Trustees in office for a period of ~hree moaths or more, any Trustee or shareholder may petition a Court having Jurisdiction to ~Lll any vac_a_~cy o~ vacancies ~hen existing so ~hat there shall thereafter be three. Trustees in office. Be A certificate with respect to Ithe resignation, removal or death of any Trustee and with respect to the appointment and acceptance of au~ successor Trustee, zieued and acknowledged by PAUL J. ?EROCCHI the sec~etar~ for the time being in 'offieej ahall be r~ord~d'~ each 2egistr~ of Deeds in which thi~ DeClaration is Persons de-~.in~ with the Trust may rel~ upon the records c~ any Regist~ of Dee~s in which this Declaration is recordedl a~'. to T~s~aes then in office, The origin~s of a~l such ~n t~e principal office of tl~ ~e Title to the ~r~st property s[~ll always ves~ in the T~,~Aatees ~'or the time being in office~ and no eonveya~l fer between Trus%ees shall be necessmry when a Trustee die~j siam. or is removed or when a new Trustee come~ 'L~to off~ee~ but ~he Trustees and. a~~y former Trustees, ~r his or sent~tives, shall, if requested, make. execute, acknowledge deliver ~o the Trustees ~hen in office such confirma~e~-~ 4eliv- ex~[es amd i~st~,,en~s of conveyance, transfer and asaign~en~ ~he' Trustees in office or any of .~h~a ~ay c~nside~ AETIGLE V The Trustees s~l have ~ (a) To ~e ~ i~p~ve the t~ p~Y In ~y a~ehold~s ~her~f~ ~ ~ ~Y co~ or ~i~ By the a~reholder~ (b) To acq~re by ~ase, ~i~l~% l~se, ~e~ gi~ bequest~ d~lse or o~h~se, ~d ~ ~e c~ t~c~s ~th reap~t ~o~ ~y~ r~ or pe~ ~y ~terest the~; ~d ~o sub--be or apply for~ ob~, establish, ~ld ~ disuse of ~ncess~ fore, copy~ghts, ~~$ ~d ~d~es~ f~- · ] pAU~J. P£~OCCHI e~ses and licenses and t~o.n~s ~ry~n public (c) To retain, ~e~ ~d ~ve~ ~ ~ ~e~ (~clud~g yacht l~d) or p~s~, of ~ or ~st~, wl~ ~ho T~eas consid~ de~e th~ ~a good f~h s~ be p~p~ ev~ ~ho~ absence of ~s ~reso authority such inves~ ao~ be p~per . (d~ To hold set.ties ~ b ~er or ~st~ ~dthou~ In~catlon of ~y ~ o~ ~ ~he other pe=s~ fi~ or co~'pora~ion~ ~dors~ ~ b~ or ~th po~er of atto~ey for ~h~ t~~ ~o hold ~y real or person~ prope~y in the ~e t~s T~, or ~ t~ n~e of ~e or ~re of ~ T~ tees or in the ~$_~e of a n~ee or n~s~ ~ e~ case ~thou~ ~dica~ion of ~y t~s~. (e) To ~te ~r~l% or b~ p~ ~h or ~tho~ of sub~i~u~ion ~d ~th or ~ dis~eti~ give cons~s, ~ t~e o~h~ a~n ~h ~faira of ~y co.ration, T~s~ or o~za~ton s~ties ~e held by t~s T~J ~ a~ n~ aa the Tr~ees ~, d~ p~p~ ~ ~ r~~a~ion, m~ger or consolida~i~ ~e~t~g such se~ieS ~o depoeit sec~ies L~ ~y vot~ ?~,~ee, tective or ~ke ~tee o~ or ~th ~es desl~t~ ~by ~ :~y ~se~en~s soc~tiea~ ~d to ~end o~/t~e~e ~ or org~ion in w~ch~ t[~s Tr~ ia b~u~ici~ or PAUL J ?IERoccHI ATTORNEY AT LAW [f) To decide What"ia income or P~ucipali and all questions between income and principals as they fair and reasonable in each case as it ariseS, an~ not- withstand~ my rules of la~ that i~ the absence ~£ ',~-~s e~press pod, er might be applicable (g} To compress!se or s~b~it to .arbitration a~ clal~ or ~atter in dispute affecting the trust property,' who'=her-asserted by t~he Trustees or against the~ or the Trust pmoperty or any theree£, Ih) To e~ecuts and deliver all necessary and pr~pe~ deeds~ centractc ~d other instruments incident ~o any of thei~ powers. (ii To sell, lease, let to ten~nts at will er exchange any er all of the personal property, real estate c~ L~terest~ therein h~ld by this Treat, in such manner~ such persoms, for such cash, securities or ether sideratiema~ and upon such terms ~.~ te credit er ether- wise as the Trustees may determine at public er sale, and to execut% acknowledge and deliver s~ch leases~ bills of sale er ether inst~ments as t~ necessary er a~visable, to make al!cemnces ~o merits with tenants and ethers and te accept ~ers of leases and tens mcies; and to make such agreement~ ~ith owners of adJei~n~ property in regard te of every sort and description, '~cu~dax~ ~tnes, party walls er ether like .~u~Jects e~agreemaut as they deem necessary er convenient ,£,r the purposes and ne purchaser, lessee c~ ~ransfex'ee shall see t~ ~e application of the censider~ticn paid er giv~a~ amd (without limiting the prev~o~ of Article VIII) the Trustee~ a re herebr expressly empow- PAULJ PEROCCMI ATTORNEY AT LAW time of such conveyance or transfer ~r %he~e~ a ,dire~ or indirect l~eres~} p~sonal or othe~wi~eo the, ~r~f.eree or lessee or in the mode, result 'er ef£ec~ of making ~ch conveyauce or tr~__n_s~er, Aay sale or o~her disposition of ~roper~y und~ thi$ ~ Trtm~ o~ the reorganisatio~ thereof or may'be made a~y ,~her reasone' Aa7 lease m~de hereunder by ~ f be~ha~ o the Trustees shall be vali~ although or may ~m~ extend ~m7ond ~i~e ~ermination of Shta (j) T~ improve any part of the true~ real estate and ~o destroy ~r alSer any and all buildings or othe~ structures at .~y ~ime thereo~, ~Ad to CO~S~ZatC%w or build in lieu ~hereof any other building, or st~c- tures; and ~o employ all such persons ~ make slx Such contracts and do all such other ~hings as they may con- sider necessary or ¢c~venie~t for any such (k) To repair, rebuild or restore ~uY huildi~gs or ' o~her structures injured or destroyed .by fi~e ~r o~her t::a'Ll, S e e (1) To carry on or operate any business and a~7 'other affaira~ mXterprises' or activities which at any time shall appear to the Trustees ~ducive ~o ~ he protec- tion or be~efi~ of ~he Trua~, !md ganerally ia maC, ers to deal with ~he t rusi~ proper~y and to manage and conduc~ the business of T~,_St, subJec~ only the specific limitations ~.~ained in ~hAs DecY_=ratton, as fully as if the Tru~e\e~ were the abSOlute owners the Trus~ proper~y. PAULJ. P£ROCCHI sh~e~ld~s ~y or p~!_~]~'y ~ cash ~o sell for ~s~rm~u~ioa~ ~h ~ ~o ~ ~~ ~ve~ m~a. ~ ~o c~vey r~ pro~y p~on~ p~p~y, ~ P~ or the ~ole of ~y p~son, ~h or ~u'~ t~~g or c~e~ v~i~ as they s~ de~ j~, wn~ ~de ~ go~ f~h, s~ be c~clusive, th~ ~]_l ~ p~P~ for ~ ~e ~ ~~ Of any of ~e ~s~ p~p~Y, or for ~~ ~he b~t- ne~ of~ the T~, ~=~~d~ ~he ~ be t~ees, ~d ~o ~y r~nable c~p~l~ ~he~or; to give ~y p~son, f~ ~soaloa~ or ~ of t~ r~ & s~te of the T~ ~e~e l~sea ~ such ~n! ~e ~ b~f ~ ~' ~ l~ses of such r~ ea~e, ~ s~J~ ~c the l~ta~i~ ~a~ aU~ri~ye of ~ p~c~e or s~e of p~pe~y ~~ or other. Gee , PAUL J. P£ROCCH! ATTORNEY ~T LAW other evidemces Of indebtedness of this periods~ a~ ~Ach ra~es of 'interes~ and upon such ~he~ terms as they may determine, and as security therefor to pledge ~y personal property of 'this trust a~d mortgage ~y real estate or interests ~herein~ Amy such pledge or mortgage may confer a power of sale, an~ any such bonds, notes or other evidences of indeb~e~ ness of this Trust, and an~ such ~ower of sale, v~_~_d although they or any of ~he~ shall ~r er be exercised !~ ~3ole ,or in par~ after the ~ion of tl~is Trust~ (q~ To 'refuud, discharge, pay off, renew, replace er ¢~end ~--uy one or more bo~ds, notes ~r other evidences of indeb~tuess issued or held by the Trust~ or any .one or more pledges or mo:-~gag~s made ~r held by the Trust. (r) To promote, lend money, credi~ or proper~y to, or assu~e obligations of, and ~o aid in any other manner any person, Trus~ or company, and ~o guaran~ee~ amd secure by mortgage or other lien upon all or ~he trust estate, the payment cf prin~lpal~ interest dividends on any securities of and the per~er~ance of other contrac~ or obligations of any such persm~, Trust or company, { s) To deposit any funds of ~lff~s Trust in any Bank or Trust Company and en~rust to such bank or trust or to a safe deposit company for safe-keeping, any of the securities, resales, docum~ts and ~o or relating to the trus~ fund. {t) To establish co~Xngen~ or simk~ fun~s ', ~'bo~h, periodic~12 and for such purposes +Jo set aside income of the Trus~ such money as they in ~,io~ ma7 deem proper, and ~o inve~ and re~*~st, such ['u) To 'construe any ef the pr~visicns of th~ c~st~ct~on, of t~ s~e ~d mY ~ct~on sire on ~l p~ies ~ 2e I~ ~dition to the p~ ~~Y ~~ Dee~a~ion, the T~ees s~ ~ve ~ po~ ~d ~ed by~ ~hich ~e consis~ h~h, 3, The T~tees may ~ercise ~ ~h~r p~ers'~ to t~e ~ the~ dis~e~i~, not o~y d~g ~ p~iod T~ ~ ~so ~er the ~e~ation ~her~f for tributi~ b~ the T~ees ~1 ~ve ~ ~ or aut~ty ~o~ ~ the cre~t, or o~ be~,, of ~he s~lde~ of thm~ ~o ~e ~y contact, incur ~y ~abili~y~ ~y ~ud~:~g ~ their be~N* or-~ beef off ~Y of ~h~ perso~e ARTICLE VI rich, ~ action t~ by vo~e of a ~o~ty of the T~es, at a mee~ d~y c~l~ ~d held~ s~ ~ve t~ ~e fore ~d v~idi~y ~ ~ t~ by ~! ~he T~eea thru in ~, 2e The T~tees ~y ac~ ~t~ hol~ a me~ ~e~ ~ c as~ ~e~ m meeting is ~res~y r~d b2 t~a. Decl~ ti~, p~d~ ~ ~ ~he T~ees th~ ~ ~ce s~ si~ a c~ifica~e of such actions ~d ~ action as ce~i~~, ~ have ~he same force and validity as if taken by Trustees at a meeting duly called and held. 3, Any Trustee may by written lns~rumen~ o~ PAULJ. ?~OCCHI an~ of. hie powers and d~scr~ti~ to one of the ~th~ (or to .t~ o~ m~re Trustees Jointly, Jointly ~nd se~er~.!y, su~cessively) for a pa~iod not exceeding one year~ may in like manner renew a~u:h del~gation from time to ~$_me and may revoke any such delegation. Such delegation may coufer power ~o substitute one or moro other Trustees as the delegating TrusteeI s tires* ~, In detenuln~ug how many TrusSees have Join'ed in any act~ or in ~y instramen~, each Trustee Joining theretll ~r thro,Agh one or more represent~ives as provided ~: paragraph ef ~his Article shall be included im ~he ~oua$~ ATr usaee J~im- or othexw~se, and holding delegated authority from another ~o JoLu therein on behalf of that T~ustee shall,in the abseuce of evidence ~o the contrary, be de.ed to Join therein both for self and for ~he Trustee whom he represm~s. ~. The Truateesmay make by-laws, rules and re~la~ions consisten~ herewith for, among other things re!at~d to. the Trus~, ~he calling, giving notice, holding and conduct of meetings and other proceedings of the Trustees a~ud of the shareholders, and sh~l cause a record of all such proceedings to be kept by the $ecretary. 6. Shareholders, Lu so far as action by ~hem is required or auth~rize~~ ~ay ac~ with or without a meeting, and may .vote, give ccns~ts~ give waivers ~d otherwise ac~ either perscmally or through their agents or proxies or through their guardians or other representatives, 7. The Trustees shall, at least as often az annua~,~Y, .make a written report and account~ to ~he shareholders in addition to a statement cf th~ ~sSets ~nd liabilit.~4~es and of the operations of the Trust, a s~uary of such action !~s the Trustees have takes during the past year and consider taking in the future. 8. I~eetLugs of shareholders ~y be called by any two of the Trustee~ or by t~ per cent i~' inter~s~ ~f the shareholders. A written notice statin6 the ti~%~, place and purposes of the meeting shall be given to all holders of sh~res issued and outstanding an4 entitled to vote on r~at~ers referred to in such notice at least seven days before such meeting by the persons calling the meeting. 9e ~{otices or communications to or from any shareholders re- quired or provided for in this Declaration shall be deli,steal in persom or sent by ~uail, postage prepaid, or t~!esrsm. Such notice or communication to a shareholder shall be addressed to him at the addres~ specified in the re$ister or such other address as the shareholder may designate in writing. The f allure of any shareholder to receive a notice sent to him as provided hereir. shall not affect the validity of such notice, or of any action taken p~s~a~t thereto. The certificate of the person or persons giving such notice or communication shall be sufficient evidence thereof and zhall protect ~11 persons acting in good ~a£~h in re- liance on s~ch certificate. Any shareholder may wsiYe ~uy notice. 10. Wherever notice or other ~ommunication is £e~t,i.~ ~d by this Declaration to be given tc shareholders, such notice or other communication shall be deemed ~o have been given on the day it is delivered or sent aa. aforesaid. Wherever ~ouice or other commun- ication is required to be given to the Trustees, such notice or other communication s~mll be deemed to have been given on the day it is received a~ the principal office of the Trust. i1. The Trustee shall elect a Secretary (who may ,but need not be a Trustee or shareholder) who shall keep a record .of the proceedings of the Trustees and s~mreholders, acknowledge certi- ficates as herein pr,~vided, and have such other powers and duties not inconsistent with this Declaration as the Trustees shall frma time ~o ~me designate. The Trustees may elect such other offi- cers (who may bu~ need not be Trustees or shareholders) as the Tru~cees may from time to time deem appropriate. Except as othe~- wise p~ovided by the T~xstees, each officer shall hold office dur- ing the pleasure of the Trustees. 1. Ail instruments (including, but not limited to, deeds, leases, contracts, releases, no, es, checks, drafts, securities, assignments, andorsemen~s and proxies) executed by authority of the Trustees and signed on behalf of this Trus~ by a majority of the Trustees or by such one or more Trustees er agents as Trustees shall from time to time authorize generally or specifi- cally, shall have the same force and validity as if signed by all the Trustees. 2. The Trustees may from time to time adopt and use ~ fo~ of seal for ~his ~rust. Such seal may be affixed to any instru- ment by e.%y Tru~cee, or by any such officer or. agen~ as the Trustees shall from time to t ~me authorize generally or specific- ally. The recital of a seal in any in.~r~nent executed on behA~lf of this Trust or a recital ~hat it sha~l take effect as a sealed instrument, shall give it the same force and validity as if ~ho seal of thio trust, if any, were affixed thereto. 3. Any instrument, certificate or other p ~per signed by or on behalf of the Tx.~stees which is to be recorded may be acknow~ ledged by any one of the signers. $. Acknowledgements required by this Declaration shall, unless otherwise required by law, be made in ~he manner from time. to time prescri0ed by the law of l~assachusettfl for t~e acknow- 1. Furchaser~ ~r~usfer asen~s ~ o~h~ p~s~s d~ ~y mon~ or p~p~y pa~d ~ ~r~~ ~ ~Y T~ee~ d~ ~%h %he ~s~ propa~y as if ~ Trus~e~ were ~he in office as ~o w~ is T~, or as ~o a c~e of Tr~eem, as ~o any ~i~ by ~he T~eea ur s~e~id~s, cr as other fac~ ~f~ ~s T~t or ~fect~ ~he v~idi%y cf ~y acti~ here~, ~y be ~r~ aa comcl~ive evid~ce by persons d~ ~h ~his T~%. 3, Any Tr~tee, s~lder, offiu~ or ~t of T~ or ~y fi~, T~%, cer~ra~ion, conc~ cr estate ~ w~eh he is ~ea~ as a m~b~ t~s~ee, diree~ur~ office, act~g ~ good fai~h~ sell or l~se to, buy or l~aae A~, ~n- ~fec~y as though no ~er~u or fiduci~ rela~i~ ~d the Trustees ~re~der a~l ~ve ~ ~ ~ercise or in ~cis~g ~1 powers ~d discretions ~v~ to ~h~ here~d~ or by law, nc~hst~g ~t they or ~y of %h~ ~y dl~c~ ur indirec~ ~%eresu, pera~ly or othe~ae, res~ or ~fect of ~ercis~g such-~wers or gong par~ap~ of ~s A~icle, i% is hereby provid~ t~ ~ a convey~ce or ~.~a~ ~f ~he t ~su p~pe~y or ~y p~ ~her~f is made by the Trustees ~o themselves or to any transferee who is in any way interested in this Trust er in whom any Trustee i's interested, directly or indirectly, it shall be conclusively pre- sumed in favor of all persons (other than the Trustees and sUCh transferee) dealing ~..~th the property so conveyed or transferred or claiming under such conveya~c~ 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 mhd proper. ARTICLE IX Protectio. q ~ ~ A~ Sharehol~ns 1. A Trust, and not a partnership is created by this Declaration. The relationship of tho shareholders to the Trusteee is solely that of cestuis cue ~trus~t_ent, and neither the share- holders nor the Trustees are partners. 2. No shareholder shall be personally liable for any obligation or liability incurred by this Trust o~' by the Trustees, and the Trustees shall have no right of indemnity er exoneration against the shareholders in respect thereof. 3. No Trustee shall be personally liable for any obligation or liability incurred by t his Trust or by the Trustees withSn the scope of their authority,, and each ~rustee shall be entif, led" to reimbursement and exoneration out of the Trust .estate for his] .rea- sonable expenses, and to be indemnified for or against any and loss and liability, incurred in ~od faith or suffered by him in the execution of this Trust. 4. The trust estate alone shall be liable for the pa~ent or satisfaction of all obligations and liabilities incurred in carrying on the affairs of this Truste ~. The Trustees and a~ents ~ this Trust and each of them shall be entltled to r~ly upon the opinion of, advice of, or statemen~ ,or computation by~ ~y co~s~ appraise, s~ey~r~ ~gine~ker, auction~,...acco~, ably de.ed by +..hem to be compet~, whethe~ or or a T~stee or Agent of thi~- Trus~. 6. Money may be paid ~n~d p~pe~y d~v~ autho~m~ ~ of t~s T~ w~ ~y ~ of t~s T~s~, and ~ perso~ debug ~y am~riz~ ~mut s~l he bo~d ~ momeya sc paid or p~pe~y so deliver~, 7. She Tr~tees as ~stees here~d~ bu~ ~ perso~a~y, T~ T~eea s~ll be pa~ies there~ o~ly enable such obligation or liability to be ~forc~ ag~s~ ~he t~s~ e~ate. In such p~ce~ings, s~ice of p~cesa upon a~l be 8, No T~s~ee s~ be liable ~o holders except for ~s o~ wi~ misconduct, ~~ly ~entionally c~i~ted, 9, T~s~ees shall be ~i~led ~o r~nable ccmp~sa~ for ~heir se~ices. ABTICL~ X TEP2.tI~ATION ~ 1. Unless sooner ter~Lna~sd as provided in paragraph 2 of this Article, this Trust shall terminate upon the expiration ef fifty years from .,'the date of this Declaration. 2. The tea-as of this Declaration may i'rom time to time be amended, added to or rescinded in any particular whatsoever, or this Trust may be .~ terminated, in such ease by vote of at ieas~ two-thirds of th, num~.~er of Trustees then in office, with the writ- ten consent of the holders of at leaa~ three~fif~ e~:.th issu~ ~d outstanding ~d ~1~ ~ vo~e. Such ~y ~ent or addition ~o, or rescission of. t~s ~e effect wh~ ~ ce~iSic~ ~th respac~ ~o ~he fo~o~ ~c:ioa by the T~stees mxd ~o~'oe~t by ~h~ ~1mrehold~s s~ be~ si~ ~d aclmowl~ by ~he Sec~a~ ~d such a cate s~l ~ve be~ eith~ (a) reco~ ~ ~ch tn ~ch this Declaration ~ be~ reco~, ~ ~s ~s be~ recorded; or (b) de~osit~ in ~he princip~ ~ffice the T~s~, and attached to ~d kep~ ~%h ~ha execu~ Declaration %here~ deportee 3, Upon ~he :e~,~ina~ion of t~s Trust the s~l ~I the prope~y of ~he %~s~ ~d divide %he %he s~rehold~s ra~abl~ according ~ ~heir respective of such &. No shareholder $~l be ~=i%1~ to put ~ ~d Trus~, to req~re a division of ~y of the t~as% estate ~ssess, use or ~jo~ specific prope~y ther~f ~cept ~ case as.~ spec~ic~ly p~vid~ herein. The d~th, leg~ ~ca~city of a s~eholder or a T~stee, or the of s~es by a ~ehold~ s~l not operate to Trust or ~titte ~y ~uch Tr~tee or s~ehold~ cr ~a repres~tatives to an~acco~t~. ARTICLE 1. The coastruc~ion and ope~-ation of this Trust shall be governed by the laws of the Commonwealth of Massachusetts. Article headings in tibia Declaration are inserted for convenience only, are no part of this instrument, and simll not be consid, e~ed in the constructio~ hereof. 2. ~n ~ltion to the-definitions contained elsewhere herein, the follo~ng ,~o~s ~d p~ases wherever us~ ~ this Deelara~ion s~l! have ~he fo!lowin~ m~in~s ~less ~he c~e~ o~he~se requires: "T~~ or "T~As~ees ~.n Offic~ sha~ m~ the one or more persons for the ti~e be~j in office her~der as Tr~tee, ~eth~ ori~n~ or ~ccessor~. ~e ~ "agars' sha~ incl~e ~y ~ployees of ~he TruSses; the wo~s "this Dec~rati~" me~ this Declaration as ~om ~e ~ time ~ded; ~y ~$ d~ot~g persons shall include fi~s, associations, t~sts, Jo~ stock complies ~d co~oration; ~d ~y ~reasion in ~e Eender sh~ include the other g~dera. IE WY. TNESS ~JHEHEOF, said Orig.;al Trustees have hereunto set their hands and seals upon the date first above written~ Essex, sa September 17, 196~ Then personally appeared all of the ab~vo na~ed OrXginal Trustees of the OjASA D~X BROMZ~TTX R~ALT~ TRUST and each of ~he~ acknowledged the. foregoing instrumen~ as ann to be his free and beforl~ mos I I I C~A DEl BI~ONZETTX f~EALTY T~UST ~,~-'~. JOHN J.I,.YON,$ ~'~x TOWN CLE. R~ PAUL J. PEROCCHI