Loading...
HomeMy WebLinkAboutSBSEB REALTY TRUST THIS DECLARATION OF TRUST is made at Ipswich, Essex County, Massachu- setts, this .~ ~1~ day of May, 1969, by ALFRED E. BECK, JR., of Exeter, Rock- ingham County, State of New Hampshire and JOHN J. BRODBINE, of Lynnfield, Essex County, Commonwealth of Massachusetts, which individuals are the initial Trustees under this DECLARATION OF TRUST. ARTICLE I Name, Office, l} The name of the Trust created hereby shall be ABSE8 and Seal REALTY TRUST, which name shall refer to the Trustees col- lectively as trustees, but not as individuals or personally; and in which name they may, as hereinafter provided and as Trustees and not as individuals,~ execute contracts and other written instruments, conduct business, acquire and convey real or personal property and sue and be sued. 2) The principal office of the Trustees shall be in the City of Boston, Massachusetts, or at such other place as the Trustees may from time to time designate. 3) The seal of the Trustees shall be circular in form, bearing the inscription "ABSEB REALTY TRUST, a Massachusetts Voluntary Asso- ciation, 1969" 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 II Definitions In this instrument wherever the context permits the fol- lowing words shall have respectively the following meanings: l) "Trustee" or "Trustees" shall mean a Trustee or Trustees for the time being under this Declaration, however ~ppointed. 2) "Shareholder" or "Shareholders" shall mean a person or persons for the time being a holder or holders of record on the books of the Trust transferable shares in the Trust hereby created. 3) "Trust estate" shall mean any and all property, whether real, personal or mixed, held by the Trustees under the terms and provisions of this Declaration. 4) "Person" or "Persons" shall mean any person or persons, whether acting in an individual, representative or fiduciary capacity, and any firm or firms, corporation or corporations, partnership or partnerships, business trust or business trusts, so-called, and any legal entity or entities whats oe ye r. 5) "Majority vote" shall mean the affirmative vote of holders of a majority of the shares of this Trust present and voting at a meeting duly called and held at which a quorum for the transaction of the business in question is present or duly represented ARTICLE III Purposes l) This Trust is established for the purpose of investing and reinvesting in, and the construction, purchase, improvements, development, holding and management of, real and personal property, or either, of every kind and nature, and for the purpose of enabling the Trustees to hold and man- age the trust estate, all property now held or hereafter acquired by the Trustees or any of them or their successors in their capacities as Trustees hereunder, and all income and profits therefrom, shall vest in the Trustees as joint tenants with right of survivorship, as Trustees of this Trust and shall be held by them in trust and shall be by them managed, administered, received, collected, disbursed, disposed of or distributed for the benefit of the shareholders in the manner herein provided and subject to the terms and conditions set forth in this Declaration and any amendments ther6to. It is expressly declared that there is hereby created a trust of the type con~nonly known as a business trust and not a partnership or a joint venture or joint stock association. ARTICLE IV Powers of l) The Trustees, except as herein otherwise specifically Trustees provided, shall have the same powers with respect to all real and personal estate at any time held by them as if they were the absolute owners thereof, and shall, but without limiting the foregoing general powers, have power: to purchase and otherwise acquire any real or personal property; to invest any of the trust property in such manner as they may deem advisable without being limited as to the kind or amount of any investment; to sell and exchange any real or personal property or any interest therein for such con- sideration and upon such terms and conditions as they may deem advisable; to join with others in 'the acquisition or development of real property or any interest therein; to borrow money and mortgage or pledge any part of the trust assets and issue bonds, notes or other evidences of indebtedness; to join with co-owners in joint and several borrowings, mortgages and pledges and to guar- antee and become surety on obligations of others; to lend money without or with security; to execute as Lessor or as Lessee leases, including leases for terms expiring after the expiration of the trust; to hold any property or any interest in property in the name of agents or nominees without disclosure of the trust; to develop any property purchased, and construct buildings and other improvements; 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, dischar~s and par- tial releases of mortga~s, 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 no Trustee shall be held personally liable for any act or omission of any co-trustee or of any person so employed or retained. ARTICLE V Any Trustee may Act; l) Any one of the Trustees may exercise any and all of De.l_egation of Powers the powers of the Trustees hereunder except for the power of delegation provided in the sentence following this one and may execute on behalf of the Trustees any and all instruments, except for an instrument of termination under paragraph l) ARTICLE XI,with the same effect as though exe- cuted by all of the Trustees. The Trustees may by instrument executed by all. of the Trustees delegate to any attorney, agent or employee such of their powers or duties as they may deem advisable, including powers to execute, ack- nowledge or deliver instruments as fully as the Trustees might themselves, and to sign and endorse checks for the account of the Trustees of the Trust. Trustee shall be required to give bond. No Trustee shall' be liable except for his own wilful breach of trust. No license of Court shall be requisite to the ~'¥alidity of any transaction entered into by the Trustees with respect to the trust estate. The Trustees shall be entitled to reasonable compensation for their services. No person making any payment to any Trustee or attorney, agent or employee of the Trust shall be under obligation to see to the appli- cation thereof. ARTICLE VI Limitation of Liabil- l) Neither the Trustees nor any officer or agent of the ity; Indemnification Trust shall have the power to bind the shareholders per- sonally, nor to call uoon them for the payment of any sum of money or assess- ment whatever. Neither the Trustees nor the shareholders shall ever be per- sonally liable hereunder as partners or otherwise. All persons extending credit to, contracting with or having any claim against the Trustees shall look only to the funds and property of the Trust for payment of any contract, or claim, or for the payment of any debt, damage, judgment or decree, or for any money that may otherwise become due or payable to them from the Trustees, so that neither the Trustees nor shareholders, present or future, shall be per- sonally liable therefor. If any Trustee or shareholder shall at any time for any reason be held to be under any personal liability as such Trustee or shareholder on account of any act or of any omission to act while acting in good faith as Trustee or as shareholder, then such Trustee or shareholder shall be held harmless and indemnified out of the trust estate against all loss, costs, damage or expense by reason of such liability. Whenever practi- cable in the judgment of the Trustees, this instrument shall be referred to, and an express stipulation that neither the Trustees nor the shareholders shall be personally liable shall be inserted in contracts or instruments creating liabilities. In no case, however, shall the absence of such reference or stip-~ ulation affect the Trustee's or shareholders' right of.reimbursement from the trust property'. Shares of Benefi- cial Interest; Transferability; Di vi den ds ARTICLE VII l) The maximum authorized nunber of shares of beneficial interest of the Trust which may be issued shall be ten thousand (lO,O00) shares of no par common stock. The Trustees shall have power from time to time to issue all or any part of the shares hereby authorized for such consideration and to such persons as they may deem advisable without offering the same to the holders of the shares then issued. 2) Certificates for shares shall be issued by the Trustees in such form as they may determine. Shares may be transferred by the person named in the certificate thereof or his attorney or legal representatives by an assignment in writing and delivery of the certificates, but until such transfer has been duly recorded on the books of the Trustees, the transferor shall be considered, for all purooses under this Trust, as the absolute owner of said shares. Every person by the acceptance of his or her certificate becomes a party to this Trust and bound by the terms of this instrument. The interest 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 or set-off of his title or interest or share hereunder. The term "shareholder" as used herein shall mean a person who for the time being is the holder of record on the books of the Trust of shares hereby created. Any Trustee may without impropriety be a shareholder and exercise all rights of a shareholder and powers of a Trustee. Dividends or other distributions on out- standing shares of the Trust shall be payable only when, as and if declared by the Trustees. Trustees: Number, Term of Office, Election, Related Ma tte rs ARTICLE VIII 1) The Trustees hereunder shall be two (2) in number until a different number shall be fixed by the shareholders as herein provided. At any annual meeting of the shareholders; or at any special meeting of the shareholders called for the purpose, such num- ber may be at any time and from time to time increased to such number as may be fixed by a majority vote, and at any such meeting such number of Trustees, if then greater than two (2), may be reduced by a similar vote to any number not less than two (2). 2) In the event of the death, disability or resignation of any Trustee, the vacancy shall be filled by a majority vote of all the shares issued hereunder. 3) Every Trustee (other than the initial Trustees) elected by the shareholders or appointed to fill a vacancy by the Trustees as herein- above provided shall, exceot in case of re-election, qualify as such Trustee by signing, sealing, acknowledging and depositing with the records of the Trust a written statement containing a declaration of his acceptance of such office and of the trusts, duties and obligations imposed upon him as such Trustee hereunder. 4) Any Trustee may be removed during his term at any regu- lar meeting of ,the shareholders or at any meeting specially called for that purpose, by vote of a majority of the persons who would be entitled to elect his successor for any cause by them deemed sufficient. 5) Any Trustee may resign his trust at any time by written instrument signed and acknowledged by him in the manner appropriate for ack- nowledgment of deeds in Massachusetts and delivered to any other Trustee. 6} Whenever any change in Trustees shall take place here- under for any reason whatsoever, the title l~the entire trust estate as pre- viously vested in the former Trustees shall immediately vest in the Trustees holding the office as a result of such change without any conveyance from any outgoing Trustee or from the heirs, executors or administrators of any deceased Trustee, or from the continuing Trustees or any of them; but notwithstanding this provision, it shall be the duty of each outgoing Trustee, and the legal representative or representatives of any deceased Trustee or of any Trustee who may have become incompetent, and of each continuing Trustee, to execute, ' acknowledge and deliver such instruments of conveyance as shall be deemed by the Trustees advisable and appropriate for the purpose of confirming the titlei -vested as aforesaid in the Trustees then holding office. As soon as feasible after the election, appointment, resignation or acceptance of office of any ~ Trustee, the instrument of appointment, resignation or acceptance or a certifi- cate reciting such facts signed in accordance with the provisions of ARTICLE XII, paragraph l) and acknowledged by at least one of the signers shall be recorded with each Registry of Deeds where this Declaration of Trust is re- corded and until such recording any third person dealing with any real property, or any interest therein, constituting an asset of this Trust may act in re- liance upon the status of the Trustees prior to such recording as it appears from the records in said Deeds. 7) The Trustees may receive such compensation, regular or special, as they shall determine to be reasonable and proper. ARTICLE IX Meetings. 1} The annual meeting of the shareholders shall be held on the first f4onday in February in each year, if not a legal holiday, and if a legal holiday, then on the first day following which is not a legal holiday, at the hour specified in the notice thereof sent in the manner hereinafter provided. In case the annual meeting for any year shall for any reason not be duly called or held, the Trustees shall cause a special meeting to be held as soon as may be thereafter, in lieu of and for the purpose of such annual meeting, and all proceedings at such special meeting shall have the same force and effect as if taken at the regular annual meeting. At such annual meeting, the annual financial report of the Trustees shall be received, and such other business may be transacted as may be specified by the Trustees in the notice of the call thereof. Special meetings of shareholders shall be held whenever e ordered by the Trustees, or whenever requested by the holders of one-tenth {1/10th) in interest of all the shares outstanding and entitled to vote. 2) A written or printed notice of each meeting of the shareholders, 'whether annual or special, specifying the time, place and pur- poses thereof, shall be given by mailing such notice, postage prepaid, to all shareholders entitled to vote thereat, at their addresses as shown in 'the -register of the Trust, at least seven {7) days before such meeting, but no notice of the time, place or purposes of any regular or special meeting of shareholders shall be required if all the shareholders entitled to vote are present thereat, and no notice need be given to any shareholder who himself, or by his attorney duly authorized by a writing which is filed with the records of the meeting, waives such notice either before or after the meeting. 3) A majority of the shares entitled to vote, issued and outstanding, shall constitute a quort~n for the transaction of business, but les~ than such quorum may adjourn the meeting from time to time and the meeting may be held as adjourned without further notice. When a quorun is present at any meeting, all matters properly brought before the meeting, shall, except as herein otherwise expressly provided, be decided by a majority vote. For the purpose of determining the shareholders who are entitled to receive notice of and to vote or act at any meeting or any adjourned meeting thereof, the Trust- ees may from time to time close the transfer books of the Trust for such period~ or may set such ~ecord date, not exceeding twenty (20) days prior to such meeting, as the Trustees may determine. 4) An annual meeting of the Trustees shall be held as. soon as practicable following the annual meeting of the shareholders. The Trustees may prescribe such rules in regard to all regular or special meetings as they may deem necessary, and may act with or without a meeting. A meeting of the Trustees may be held at any time and at any place when called by two or more Trustees. Amendment. ARTICLE X This Declaration of Trust may be amended from time to time, except as to exemption of Trustees and shareholders fro~ personal liability, by an instrument in writing signed by the holders of at least seventy five (75) percent of the sha~es of common stock then outstanding, provided in each case that the' instrument of amendment or a certificate that it was so made shall be so filed for record. Temination: Distribution. ARTICLE XI l) This Trust shall terminate upon the expiration of twenty {20) years after the de~th of the survivor of the original Trustees hereunder, and may be sooner terminated by an instrument or instruments in writing signed by all the Trustees then in office, and the holders of at least seventy five {75} percent of the shares of common stock then outstanding, provided that the instrument or instruments, or a certifi- cate by any Trustee setting forth such termination and stating that it was so made, shall be so filed for record. Upon the termination of the Trust, sub- ject to the payment or making provision for the payment of all obligations and liabilities of the Trust and the Trustees, the net assets of the Trust shall be distributed among the holders of the common stock pro rata, share for share. In making any such distribution the Trustees may sell all or any portion of the Trust property and distribute the net proceeds thereof, or they may dis- tribute any of the assets or undivided interests therein in kind, at such val- uations as they may deem to be fair, their determination to be conclusive upon all holders of common stock. Upon termination of the Trust the foregoing powers shall be deemed to include the power to transfer the Trust property or any portion thereof to any association, trust or corporation for the purpose of distributing to holders of the common stock of this Trust in the manner above set forth the securities of such association, trust or corporation. In making any transfer pursuant to distribution, the Trustees may make such trans-, fer tolhe holders of common stock subject to any or all of the liability of the Trust or on condition that the holders of common stock shall assume in a manner satisfactory to the Trustees the obligations to pay and discharge the obligations and liabilities of the Trust. The powers of the Trustees shall continue until the affairs of the Trust have been wound up. Authority Sh'own by Record to be Concl usi ve; Certificate as to Facts. l) ARTICLE XII Every contract, deed, mortgage, lease and other instru-i ment executed by any person appearing from instruments or certificates so filed for record to be a Trustee hereunder i shall be conclusive evidence in favor of every person relying thereon or claiming thereunder that at the time of the delivery thereof this Trust was in full force and effect and that the execution and delivery of such instrument were duly authorized by the Trustees (except that delegations of authority pursuant to paragraph l) ARTICLE V and certificates as to such delegation shall be so conclusive if and only if it appears thereby that the delegations have been executed by all the Trustees); and terminations and certificates with respect to terminations appearing to have been executed and filed for record in accordance with paragraph l) ARTICLE XI shall be conclusive in favor of every person relying thereon as to such termination. Any person dealing with the trust property or the Trustees may always rely on a certificate signed by any person appearing from instruments or certificates so filed for record ~ to be a Trustee hereunder as to who are the Trustees or shareholders hereunder or as to the existence or non-existence of any fact or facts which constitute conditions precedent to acts by the Trustees or are in any other manner ger- mane to the affairs of the Trust. ARTICLE XIII Titles. The titles to the various paragraphs herein are for con- venience only and are not to be considered a part of said paragraphs, nor shall they affect the meaning of the language in any paragraph. 10. IN WITNESS WHEREOF, the said ALFRED E, BECK, JR. and JOHN J. BRODBINE have hereunto set their hands and seals as of the day and year first above written. COMMONWEALTH~FF MASSACHUSETTS Essex,ss. May~ b~ 196.~ Then personally appeared the above named Alfred E. Be'ck,'-'Jr~ and John J. Brodbine and acknowledged the foregoing instrument to be theiP free act and deed, before me, ~N~Ftary Public My commission expires:.