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HomeMy WebLinkAboutPINE CREST REALTY TRUSTDEC~ON O~ ~T, ~de th~ th~th ~ of ~~~, ~~ Anella A. C~ckett ~ymond A. Jansen . . Here' Moiaon all of No~h Andover, County of Essex, ~on~a,lth of ~ssachusetts, t~ Original l~ustees hereunder. WHEREAS, simultaneously with the execution hereof, said Trustees have received and now hold, personal property and have agreed to issue therefor seven hundred and fifty (750) shares of the beneficial interest of this Trust, NOW, THEREFORE, said Trustees hereby declare and agree that they will hold and administer the aforesaid personal property together with any other personal property or any real property hereinafter acquired by them h~ addition thereto, IN TRUST, for the uses a~d purposes hereinafter set forth. In this insL'~Ament the following words shall have respectively the ii follow~g meaning, "trustee" or "trustees" shall mean a trustee or trustees for the time heing under this instrument, however appointed; "cestui qua trustent" or "cestui qua trustents" shall mean a person or persons for the time being the holders of record on the books of the ~rust of certificates for shares ~u the trust hereby created. The word "personal property" shall include cash. The words "personal property" and "real property" shall include mixed property. North Andover First: The title of the trust created hereunder shall be Pine Cres.~',ealty Second: The purpose of the trust is to acquire, hold, menage, improve, lease, buy, sell, mortgage, exchange, or otherwise deal ~n real and personal property whether the .same be improved or unimproved; to lend money on real estate mortgages and on bonds secured by mortgages on real ester4; to erect. improve, alter and construct or to advance money for the erection and improve- meat. alterat~ton and construction of buildings whether the same he upon the property owned by'the trust or otherwise~ t0 buy'. &cquire. hold and use for 'tbs purpose of carrying on the business of the trust, ell interests in real and persona. property of every kind and~dascrlption and the same to sell. lease, convey and otherwise dispose of by such methods and on such terms as to the trustees seem prudent: to acquire, hold. sell. pledge and otllerwise dispose of such stocks. shares and securities of corporations or assocaatlons or voluntary trusts aa in their discretion may seem necessary or useful in carrying on the business of the trust~ to invest or loan any monies which my come into their hands In any men- rmr which may seem prudent or exp~dlent~ to borrolv money from time to time. or at any time. and to pledge es collateral security for loans, any persor~al propert} belonging to the Trust Fund~ to loan money from the I'rust Fund to cestul qua trus~en~s, but not mote in total than seventy-five (75%) percent of the appraised value of each sham held by the cestul qua trustent borrowing, and to taka such security therefor as they deem advisable. Thirdt l~ts trust shall continue, unless-sooner terminated as hereinafter provided, until the first day of ~nuary. A,D.. 1997. Fourth: ?he original trustees hereunder shall be: Anella A. Crockett. Raymond A. lenses and Herve' Molson. all of said North Andover. Fffth~ the trustees ab. all hold all the funds and property (hereinafter called the Trust Fund) now or hereafter held by or paid to. or transferred or con- rayed to them or their successors as IYustees hereunder in Joint tenancy in trust for the purposes, with the power and subject to the limitations hereinafter declared for the benefit Of the cestui qua trustents ,'and it is hereby e,~i~asl¥ d~clared that a tr~st, not a partnersl~p, is hereby created; that naither tM Trustees nor the cestui qua trustents shall ever be personally liable as partners , but that for the payment of all debts, mortgages, Judgments decrees the l'rustees shall be liable as such to the extent of the 1Yust Fund only. In all contracts or instruments creating liability reference shall be made to tiffs instrument and it shall be expressly stipulated that the ceetui qua trustsnte shall not be liable. Sixth: 1'ha sole interest of a cestul qua trust~nt shall be in the obligation of the trustees to hold, manage, and dispose of the trust property and account for its income, and proceeds as in this instrument, provided. A cestul qua trustent shall not have any legal title to the trtist property itself, real ar personal, held from time to time by the trusteeJ, his interest being equitable only; and he shall have no right to call/or any partition or division of the property o! the trust during the cont3_n_nance of the trust. No transfer by operation a! law or un~r pro- cass of any court of tha interest of a cestui qua tnistent during the continu&nce of this trust shall operate to terminals the trust, nor shall it entitle his legal representative to an account, or to take any action in the courts or otherwtaa, against the trust or trustees, but the legal representative of such cestui qua trustent shall m~oeed to all his rights under this trust, l~lo assessment shall ever be made on the cestul qua trustsnts. Persons may subscribe for interests represented by certificates for shares in this trust and shall pay the trustees amounts hereunder the of their several subscriptions at such time or timis as th~ trustees may require and no certificate shall be issued until the total amount there/or has been paid. SuCh persons Shall be known as c~stul qua trustents Seventh: Tbs a~ustees may declare dividends f~an the net income of the 1~fl~st Fvnd among the cestui qua u*ustents, when the condition of the l~ust Fund, iff their Judgment, warrants same. They may set aside ~om time to time such portion of the net income as shall not be required for a Surplus Fund. Eighth** Any L~ustee or ~rustees may be removed from the office of trustee by vote of not less than two-thirds In number of all cestui qua trustents, Said vo~e shall be contained la an Instrument in v¢t'lting, signed by the cestui qua ~rus~nts who have voted for removal and acknowledged as required for recording deeds. Any t~stee under th~s instrument may resign his ~ust by a written Instn~ment signed by ht~n and acknowledged in the manner requtred~for the record- lng of~ deeds. ~'flenever a vacancy in the office of tnmtee arises from any c~use not less than two-thirds in number of all the ces~ui qua trustent] may fill such vacancy, by an lnstn~men~ in writing end under seal, acknowledged as required for recording of deeds; at any time when · vacancy has continued for sixty days any cesL~l qua ~rustent may apply to any Court having Jurisdiction for the appoin~ meet of a u~stee to fill such vacancy. Every instrument of removal, resignation or appointment shall he recorded in ~he Registry o~ Deeds for Essex County and in every other County in which the t~vstees hold any inmrest In real estate, and un~ll so recot~ded shall have no effect agaInst thJ~l persons. Every new trustee appointed to fill a vacancy shall succeed to the title, estate, powers and obligations of ~he ~ustee whose place he rakes ~ointly with the surviving or remaining L,%tstee oF trustees, if any~ as if originally named as trustee hereunder and without the need of any c~nveyance. Upon the death, resignation o~ removal of a trustee or trustees, ell the title of ~he outgoing trusme or trvs~es shall ves~ in the surviving, remaIning or succeedIng trustee or u~stees, Until the vecancy~ is filled the remaining L,'ustee or t2-ustees n~ exercise all the powers and discretions hereby given to,the tnmteei herittmder'~ No. bond or surety shell be required of any trustee hereunder, however appointed. Every vote of removal of a trustee or trustees, every resignation of a trustee or trustees, and every appointment of a trustee or trustees and his oF their acceptance thereof, shall, when recorded in?the Registry of Deeds for Essex County, lVlassachusetts, be conclusive evidence that full compliance with the provisions of this instrument has been made; that the ~dividuais whose names appear thereon signed the same and are cestui qua trnstsnte and total at least two-thin'cia in number of all the cestul clue trustents; and that all the facts therein contained are true, and no person or persons dealt~g with the trustees shall be bound or obliged to inquire further as to the facts therein contained. If one of the trustees Is absent from the Commonwealth of Massachusetts 0 or is disabled by reason of illness oF other cause, two trustees ma7 perform the duties and execute any or ail of the instruments which the trustees by th~ I~eclaration are empowered to execute. If b7 reason of disability or absence from the Commonwealth a trustee is unable to perform the duties of hIs office a~d it is necessary or expedient that the trustees do any act or execute written instruments of conveyance or Otherwise o the two remaining trustees may file a certificate signed b7 both and acknowledged as required for recording deeds, setting forth said facts. 8aid certificate when so filed in the Registry of E~eeds for Essex County, and in the County in which the proposed instrument, if any~ is to be filed, shall be conclusive evidence of tho fact~ therein contained and of the power of the two trustees to act in the matter referred co therein and the duly executed deed of two of the trustees exz~uted under ,such circumstances shall be sufficient to give title, good both at law and Iff eclulty to any of the trust property and ~o pass to the pm'chaser an estate free and discharged of this trust and in no event shall any purchaser of any property of ~e ~tst be bound to see to the application of the purchase money. Ninth: (a) The beneficial interest of the trust shall be tn the holders from time to time of shares of beneficial interest wlthoL~t p~r value 0 and suCh shares shall constitute personal property. (b) l~here are hereby authorized two thousand (2,000) shares of beneficial Interest as the initial number of shares. Additional shares may be authorized from time to time by vote of a majority of ~ustees in office et a meeting, or action of ~41 the l'rustees in office without a meeting. (c) The ~rustaes shall forthwith issue seven hundred and fifty (750) such ahares in accordance with the agreement hereinabove set forth. (d) Author- ized shares shall be Issued only as provided in the foregoing paragraph and as follows: Shares may hereafter be issued from time to time by vote of a maJoTlty of the ~*ustees ~n office in exchange for cash or any propeFt¥, real or personal, at a price per share at least equal to the fair value per share of the shams then issued and outstanding as determined by vots of at least a majority of the TruStee i ~n office. (e) Each authorized share issued and outstanding shall be entitled to I one vote and to the same rights and benefits under this I~rust as each other such share and on a parity therewith. (f) The holders of these shares shall be antitle~ to receive divid~nds when declared from the surplus or net Income of the trust, which dividends shall be paid equally per share. (g) In the event of any liquid- ation or dissolution or winding up (wh~ther voluntary or involuntary,) of the trust, the assets and funds shall be divided equally per share among the holders of these shares. (h) No represen~a~on is made as to the actual value of the shares issued hereunder. (i) Trustees hereunder may, but need not be, holders of shams of beneficial interest in the Tr~st. Tenth; Certificates for shares shall be signed by ~he trustees and shall be in such form 'as the trustees may determine. Eleventh.' The share certificates issued by the trustees shall be munimenl and evidence of the interest of the cestui que trustsnts hereunder. They shall be transferrable only on the books of the trust upon their surrender duly endorsed and the acceptance of a certificate shall make the person therein named as cestui que trustent bound by this instrument. Twelfth; The name in which any subscription or share stands upon the books of the trust shall so far as the ~rust/s concerned, be conclusive evidence of ownership, and the trustees, in giving notice for payment cd installments or for any other purpose, or tn transferring subscriptions or shares shall not he bound to inqu/re into or take not/ce cd any right or interest therein of any person other than the one registered as owner on the books of the trust. Thirteenth: The Trustees shall keep the records cd the trust and partic- ularly a record of all subscriptions and transfers of subscriptions and cd all cestui que trustents and transfer of shares. They shall also keep books of account, showing all transactions of the trust. All books and records shall be open to inspection by the cestul que tr~ustents at reasonable times, Fourteenth: The trustees shall hold the legal title to the trust property and deal with it as if absolute owners, and may issue notes or other 'obLigations for the repayment of money borrowed~ they ma~ make any composition or settle any claims in contract or tort in favor of the trustees or against the trustees cd the trust property; may acquire o mortgage, lease, pledge, exchange, sell, transfer and convey from time to time or at any time any part or ali of the trust property, for cash or on credit, at public auction or private sale, and convey the same by good and sufficient deed or bill of sale ~o the purchaser or purchasers; may institute and defend any actions at law or h~ equity; and enfofoe of · ny r~hm ~ res~c~ to the ~st ~ro~y a~d ~y do and ~ffo~ a~y ~nd all acts which ~ ~ ne~ssa~ to ~F ou~ the pu~oses o~ ~he ~t. No ~rso~ ~ying or lending mo~y to the t~stees s~ll ~ bound to see to its appli~tl~, and no ~rson ~al~g wl~h the ~s~eem s~ll ~ bound ~o tnqu~e into t~ existen~ of any ~cts Justifying the conduct or acts of the ~s~es, Fifteenth: ~o ~stee hereunder s~l] ~ l~b~, la any event, for t~ acts or omissions of l~ls co-~stee n~ anything ot~r t~n h~ own perso~l ~ch of ~ust. ~ ~stees s~ll ~ entitled to t~ reagent of all proof outhys lnc~d ~ ~ about this ~st and to reaso~ble com~nsation for selves and the~ agea~ and counsel for any duties which ~ey ~y at any pe~om In disc~rge of the duties of this ~st. ~he ~mes s~ll not ~ ans~ able for the de~ult or misconduct of any agent, emplo~e, appo~tee ~ att~ey se~c~d by t~m if such person s~ll ~ve ~en selec~d with reaso~b~ ~. Nor s~ll they ~ l~ble for anythin9 w~tever ~ co~ction with th~ ~st the~ action ~under ex~ptlng for the~ own willful m~conduct or gross negli- gen~. S~enth: ~ ~s~ees my, with the cogent of ~wo-th~s ~ numar of all the ~stui que ~s~n~, alter, amend ~ add to this ~c~ratlon or ex~ad terml~te the ~st, and ~ It seems to them Judicious so to do may, with like consent, convey the ~ust Fund to a co~omtion, ~tng f~st ~demnified f~ any outs~nding ob~tio~ or l~bility. Any alteration, amendment, extension or addition to this ~st s~ll be evtden~d by a supp~men~ry ~c~mtton of ~st ~ writing, signed by all the t~es and s~ll state t~t the sa~ ~s ~de b~ consent of two-~hl~ in numar of all the ~ul que t~s~n~. It need not b~ si~ned by t~ ~stul que ~sten~ and when acknowledged as re~d for recording deeds and filed in the Registry of Deeds for Essex County, and any other County in which the W~stees hold title to real estate, shall be conclusive evidence of the tn~th of the facts therein contained and that this instrument has been altered, amended, extended or added to in full compliance with the provta- ions herein contained. Sevent/aenth: The IYustees hereunder shall have the absolute right at any time to purchase the interest of any cestui que truetent, as represented by the certificates for shares, or by receipts for partial payment~ thereon, upon the payment by them to the cestul que trustent of the value of said interest. Said value shall be determined and fixed by the last preceding appraisal, such appraisal to be made annually or oftener as the trustees shall deem best. The interest of a cestui que trustent shall not be sold until the cestui que trustent (or his assignees /n insolvency or bankruptcy or for the benefit of creditors, or one holding by process of law or otherwise) shall have first in writing offered it for sale to the 1Y~stees, who shall, as such IYustees, have the option for thirty days after the receipt of such offer of buying the same at not more than the last preceding appraisal made by them, such appraisal to be made annually or oftener as they shall deem best. Devisees by '~rill, distribution of the estate of deceased persons according to law, and distribution of trust funds among those entitled thereto upon the termination of trusts shall not be deemed sales for the purposes hereof. The interests of cestui que ~rustents which may be purchased ab aforesaid by the trustees, shall be held by them as part of the Trust Fund, until such time as they in their discretion may deem it advisable to sell the same. N~ sale of said interests shall be made to the Trustees until they shall have first offered the same to the cestui que trustenta at the value fixed by appraisal in the manner aforesaid. Eighteenth; At the termination of th/s lYust, whath~r by i~s own limitati or by the action of the Trustees, the Trustees- shall sell the trust property and divide the proceeds thereof among the cestui que trustents in proportion to their respective interests. Nineteenth: The Trust will have no special seal. ~e, th8 said Trustees, hereby covenant and agree with all persons who shall become parties to this trust by signing this or any copy of this instrument or by hereafter acquiring any subscription for shares herein, t,hat we hold all monies and property received by us as Trustees hereunder upon the trusts above set forth. In 77itness Whereof, we, the said 1Yustees have hereunto set our hands and seals. / As Trustees and not individually Essex, ss. December 30, 1967 North Andover, Mass. l'hen personally appeared flnella A. Crockett, Raymond A. ]'ensen, and Herve' Moison, and acknowledged the foregoing instrument to be ~heir free act and deed es Trustees, before me NORTH AND OVER PINE CRES.T REALTY TRUST DECI_ARATION OF TRUST December 30, 1967 RYAN & MOISON LAW OFFIC:E~