Loading...
HomeMy WebLinkAboutCHESTNUTS ESTATES TRUST 1. We, C. LINCOLN GILES of North Andover, County of Essex, and Commonwealth of ~aseachusetts, and FRED E. CHEEVER o~ Andover, County_:.of~Essex, and commonwealth of Massachusetts hereby declare ~hat we and-our successors in trust hereunder wlll'hold for the benefit of the shareholders hereunder upon the terms herein set forth any and all property that may be conveyed or transferred to. us-as Trustees-hereunder. 2. This Trust maybe referred to as CHESTNUT ESTATES TRUST The purpose :~f the Trust is tO. acquire, hold, improve, manage and deal in real es~a~e aadother investments. This instru- ment shall be re~orde~d or registered, as' the case may be, in any-respeutive Registr~i or County Records in which real estate belonging to said TVus~-is situated° The' address of the Trust will be 172 Chestnut Street,. NOrth.Andover, Massachusetts. 3~ Th~ Trustees, specifi- cally prOvi~ed,'~Shal~l h~ve '~hel same powers~ with respect to all real and perso~al ~es=ate at any~ ~me 'held, bY,~']them .as if they were the absolute owners thereof, and sha~, bu.t withoUt~ limit- ing the foregoing general p0wers~, .have powers to purchase and otherwise acquire any real or personal property; to' invest any of the Trust propert~ in such manner as they may deem ad~isable without being ltd,_ted as to ~& kind~ or amount of any ~nvest- m~nt; to sell and exchange any real or personal property or any interest therein for such ~onSideratiOn' and upon such term- and conditions as .they may deem advisable;. ~o joan' w~th others in the acq~isition, or development of real property or'any'". interest therein; to borrow money and mortgage or pledge any part of the Trust asse=s and issue bonds, .notes or other evi- dences of indebtedness; to lend money with or without security; to execute as Lessors or as-Lessees leases, including leases for terms expiring after the expiration of the Trust; to hold any property or any interests in property in the name of agents or nominees without disclosure of the Trust; to develop any property purchased.-and construct buildings and other improve- ments; to pay, compromise or adjust all obligations incurred and rights acquired in the administration of the Trust; .and to execute, acknowledge and deliver all such contracts, deeds, mortgages, leases, discharges and partial releases of mort~ gages, or other instruments as they may deem advisable in the course of the administration of the Trust. The Trustees shall be entitled to obtain advice of counsel and to rely thereon, and to appoint and employ such other persons, agents, brokers, managers, accountants, or advisors as they may deem advisable, and the Trustees shall not be held Dersonally liable for any act or omission of any person so employed or retained. In the absence of actual fraud, no act or omission of the Trustees and no contract or other transaction between the Trust and any person, firm~ association, or corporation shall be questioned, invalidated or in any other way affected by reason of any financial or other interest which the Trustees may. have, as directors, stockholders, officers, employees or otherwise. The Trustees shall not be disqualified from actinq on behalf of the Trust because of any interest which they may have in such action~ it being contemplated that the Trustees will enter into transactions in behalf of the Trust in which-the Trustees may be directly or indirectly interested. 4. The Trustees may delegate to any attorney, agent or employee such of their powers or duties as they may deem advis- able, including powers to execute, acknowledge or deliver contracts, deeds, mortgages, leases and any other instruments, and 9ign and endorse checks for the account of the Trustees and the Trust. The Trustees shall not be required to give bond. The Trustees shall not be liable except for their own willful breach of trust. No license of court shall be requisite to val~dity of any transactio~ entered into by the Trustee~ with respect to the Trust estate. The Trustees shall be entitled to exoneration and indemnification~against ali liabilities properly incurred in the couws'e of administration of the Trust, and the Trustees, as such, are entitled to reasonable compensa- tion for their services. No person making any Dayment to the Trustees or an attorney, agent, or employee of the Trust shall be under obligation to see the application thereof. 5. Neither the Truztees nor any officer or agent of' the Trust shall have the po%~r to bind the shareholders personally, or to call upon them for the payment of any su~n of money or any a~sessment whatever. Neither the Trustees nor ~%e shareholders shall ever be personally liable hereunder as partners or other- wise. All persons extending credit to, contracting with or having any el&Em.against the Trustees shall look only to the funds and property of the Trust for' the'~.mayment of 'any con- tract, or claim-, o~.~for the payment of~anydebt, damage, judgement or' decree, or for any money that may otherwise become due or payable to t~hem from the Trustees,' .so that neither the Trustees nor Shareholders, presen't or fut~e, shall be per- sonally liable therefor. If the Trustees or any shareholder shall at any tim~ for any reason be held to be.. under any per- sonal liability as Trustees or shareholders due to t~heir acts in good faith', then the Trustees or shareholders shall be held harmless and indemnified out of the Trust estate against all loss, costs, damage or expense by reason of such liability. Whenever practicable in the judgment of the Trustees, this instrument shall be referred to, and an express stiPUlation that neither the Trustees nor the shareholder~ Sh~IIi~be per- sonally liable shall be inserted in contracts or instruments creating liabilities. In no case, however, shall the absence of such reference or stipulation affect the Trustees' or shareholders' right of reimbursement from the Trust property. 6. The beneficial interests of the Trust shall be initially divided into One Thousand (1000) shares of common stock without par value. Said shares shall be issued by the Trustees for such consideration and to such persons as they may deem advisable. Additional-shares may be issued at any time with the written consent of the holders of at lea..~t 75% of the shares then outstanding. Certificates for shares shall be issued by the Trumtee~ in such form ax they may determine. Shares may be transf~ n~med in the certifi- cate thereof or his attorney or legal representatives by an assignment in writing and delivers_~' of the certtficates,'~but until such transfer has been duly recorded on the book~ of the Trust, the transferor shall be considered for all purposes under this Trust as the absolute owner of said shares. Every person by the acceptance of his or her or its cert~ficate beco~nes a party to ~h!s Trust and bound by the terms of this instrument. The inter~t of each shareholder shall be regarded as personal property and shall be treated as such, and no shareholder shall be entitled to any partition of the Trust property or to take any action at law or in equity looking to a severance of set-off of biz title or ~nterest or share here- under. The term "shareholder" as used herein shall mean a person %~o for the time being i~ the holder of record on the book~ of the Trust of shares hereby created. The Trustees'may without impropriety be shareholders and exercise all rights of a shareholder and powers of a Trustee. Dividends 0r other distribution~ on outstanding shares of the Trust shall be pay- able only when, as and if declared by the Trustees. A succeeding Trustee to fill any vacancy r~sult~nq from death, resignation, or otherwise., maybe appointed by an instrument in writing signed by the holders of at least 75% in interest of ~%e shares at any time outstanding, provided in each case that the instrument and the acceptance by the Trustees in writing shall be recorded 'or registered, am the case may be, in any respective Reoistry or County ~ecordm in which real estate belonging to th~s Trust is situated. Upon the ap~Doint- ment of a succeeding Trustee, the title to the Trust estate shall thereupon and without neces.~ity of any ~onveyanee be vested in said succeeding Trustee. 7. This Declaration of ?rust may be amended from time to time, except as to exemptS, on of the Trustees and shareholder~ from permonal liability, by an instrument or instruments in writing ~igned by the holder~ of at least 75% of the shares then outstanding, provided in each case that the instr%Lment or amendment or a certificate by the Trustees that it was so made shall be recorded or registered, a~ the case may be, in any respective Registry or County ~ecord_~ in which real estate belonging to this Trust is situated. 8. Thais Trust shall terminate upon ~he expiration of 20 years after the death of the original Truste~s hereunder, and after the expirat.~.on of 20 years from the date of this instrument may be terminated at any t~me by an instrument or in.~trument~ in wrtt]~nc .~iqned by the holders of at least 75% of t~he shares then outstanding, and may be terminated at any time by an instrument in writing signed by the Trustees then in office, and the holders of at least 75% of the share~ then outstanding, provided that the instrument or a certificate by any Trustee setting forth such termination and stating that it was ~o made shall be recorded, a~ the case may be, in any res- pective ~eg~try er County ~ecords ~n which real estate belongtng'to...~t~i~ .Trust ls~'S~tuated.~ U~on the termination of the Trust, subject to the payment or making provision for the payment of all obligations a~d~ltabii'ities-of the Trust and t~e Trustees, the net as=ets Of the Trust shall be transferred and conveyed in kind to the shareholders as tenants in commaon proportionately according to their interests; or, with the written consent of the holders of .75% of the oustanding shares, ~he Trustees may divide all or any ~art of the assets propor- tionately among the shareholders severally and not as tenants in common with power in the Trustees in making any. such divi- sion 1) tO.sell any part or all of the a~scts and distribute the net proceeds thereof, 2) at fair valuations to distribute any part or all of the assets in kind as part of the share of any shareholder %~ithout distributing similar property to any other shareholder, 3) to transfer any part or all of said assets to any association, trust, or corporation and distribute the securiti'es received in exchange therefor. In making any transfer, conveyance or di~tribution pursuant to the provi~- ions of this paragraph 8, the Trustees may make the same subject to any or all liabilitites of the Trust or-on =ondi- tion that the shareholders ass=~e in a manner satisfactory to the Trustees the obligations and liabilities of the-Trust. Ail decisions, divisions, and determinations of the TrUstees made in exercising their Dowers under this 9aragraDh 8 shall be con- clusive upon all parties. The powers of the Trustees shall continue until the affairs of the Trust have been wound up. 9. Every contract, d~ed, mortgage, lease and other instr~ment executed by any per.~on appearing from ~n~trUment~ or certificates recorded or registered, as the case may be, in any respective Registry or County 9ecord~ in which real estate belonging to tk~s Trust i~ ~ituated to be authorize~ by the Trustees to execute such in~trumen~, shall be conclu- sive evidence in favor of every person relying thereon or claiming thereunder ~at at the time of the delivery-thereOf this Trust ~a~ in ~ull ~orce ~n~ effect and t~at the execution and delivery cf ~uch instrument ~ere duly authorized by the Trustees and the Trust instrument an~ were i~ every respect bin=Lng on the Trustees and the TrUst property. Any person dealing with the Trust pro~.erty or the Tru.~tees m~Y alway~ rely on a certificate signed by any person appearing from instruments or certificates, recorded or registered, as the case may be, in any re~uective RegistrY-or County ~ecords ~n which real e~tate belonging to th f~ ~Trust is s~tuated to be the Trustees hereunder as to who are the Trustee~ or shareholders hereunder or as to the existence or non-existence of any fact or fact~ which constitute conditions precedent to acts by-'the Trustees or are in any other manner germane to the affairs o~ t.he Tru~.t. WITNESS the execution hereof under seal, in two or~gi- nal counterparts thi~ 10th day of July , 1972. ~ ~tne~ .tness ¢~nwea~, =c~~ .~aSaaol'tu~e~s' Essex '- .. ,ss 9. and deed o~ My Comm.i'ssion Expi.res,:. 7-19~74 C. LINCOLN GILES FRED E. CHEEVER Trustees CHESTNUT ESTATES TRUST JUNE:, FLETCHER 8: WHIPPLE RM. 800 340 MAIN s"r'RE:E:T WORCE:STE:R, MASS.