HomeMy WebLinkAboutSAN LAU REALTY TRUST THIS AGREEMENT and declaration of trust made this 8th
day of January, , 1969, by and between Sante Messina and
Laura Mangano, both of North Andover~ Essex County, Massachusetts,
for the purpose of purchasing, holding and improving such real
estate and personal property as the Trustees hereinafter named
maw from time to time acquire, witnesseth:
I. The trust shall be designated as
San Lau Realty Trust
and the terms "trustees" as herein used shall mean not only the
declarants, but whoever may be trustee or trustees for the time
being; the title of the trustees shall be "Trustees of San Lau
and any property conveyed or transferred to the trustees under
that description, although not individually named, shall be held
by the trustees in trust for the benefit of the shareholder
beneficiaries under this declaration of trust; the term "share-
~holder beneficiaries" shall mean the holders of shares or
certificates as hereinafter described; and the te~ "trust
property" as herein used shall be held to comprehend all the
property and assets of the trust which may exist at any time
iand whether real or personal.
II. The trustees may not impose any liability upon the
shareholder beneficiaries, nor shall the trumtees nor the share-
holder beneficiaries be personally liable as partners or otherwise
in respect of the obligations of the trust or of the acts or
omission or commission of the trustees; and, for all debts or
other liabilities the trustees shall be liable as such to the
extent of the trust property only; the trustees shall be respon-
sible only for any willful breach of trust and each shall be
responsible only for his own wrongful act.
III. The purpose of the trust is to hold, develop, improve,
lease, and sell said real estate, as well as any other real estate
which the trustees may from time hereafter acquire, for the
benefit of the shareholder beneficiaries and the trustees ~
such shall have absolute control of the disposal of all real and
personal estate held by them at any time under this trust as if
they were the absolute owners thereof, including the power to sell
for cash or credit, st public or private' sale, to let, to exchange,
to assign mortgages or give partial releases of mortgages held by
them, to hire money for the purposes or requirements of the trust
and to mortgage real estate of the trust or to pledge and assign
~.personal property of the trust as collateral sec.urity, to lay out
and construct streets and sidewalks and dedicate the same to
public use, to lay sewers and water pipes, to set aside and
embellish any particular plots or strips of lam~ abutting any
street or way for the benefit of any other property of the trust
and to convey the same with or without consideration to the
municipality in which located; to erect buildings or to purchase
and repair existing buildings; to invest and reinvest the profits
at their discretion; to make all such contracts as may be needed
to do any or all of these things, or otherwise to accomplish the
fair intent and purpose of this trust and to do all things they
may deem advisable to maintain, protect, improve, and preserve
the trust property.
IV. The making and delivery of any contract, lease, mortgage,
deed, note, or other written instruments by any two of the
trustees as such ~hall be conclusively presumed, in favor o£ any
stranger to the trust dealing in good faith with the trustees,
to have been made and delivered by the said trustees in the
exercise and within the limits of their power~ ~ authorizations;
and no purchaser, grantee, mortgagee, lessee, or other contracting
party dealing in good faith with the trustees shall be responsible
for the application of any money paid to them or of any other
thing of value transferred to them.
V. The trustees may appoint and employfiscal officers and
such other agents and attorneys as they may deem advisable to
superintend or carry on the business of the trust and may delegate
to any such appointee or appointees any powers inherent in them
'which they can lawfully delegate to another and may choose to
delegate. The trustees shall fix the compensation el any such
appointees and define their duties. The trustees shall not in
any event be personally responsible for the default, error or
misconduct of any such person employed by them.
VI. The trustees shall apply all receipts from sales and
leases or other income as distinguished from contributions to
capital investments, to the payment of the expenses of operation
and upkeep and improvements and to the satisfaction of note and
mortgage and other obligations of the trust according to the ter~s
of payment thereof or they may anticipate future maturities of
any such indebtedness. Any balance of earnings, profits or income,
shall be available for distribution among the shareholder bene~
ficiaries and the trustees shall make such distribution from time
to time within their discretion as funds may be available but at
least semi-annually, except that the trustees may reserve any
portion or all of the net a~ual earnings or profits as ~ reserve
or surplus fund which they may invest or reinvest in such manner
as they deem advisable.
VII. The shareholder beneficiaries are those persons to
whom the trustees have concurrently with the execution of this
instrument issued certificates of beneficial interest in the trust
property and those persons to whom such certificates may be issued
horeafter in accordance with the terms of this instrument and the
executors and administrators of the holders of such certificates.
The beneficiaries shall not hav~ any Interest in the trust property
litself, real or personal, and shall have no right to call for any
!ipartltion of any real property or the distribution of any personal
~;prop~rty at any time hold by the trustoes heretunder. The trustees
shall geep a record of the names, addresaes, and beneficial
interests of ~he shareholder beneficiaries and shall issue suitable
certificates or oti~er written evidence thereof. The trustees may
~at any tame make an appraisal of the net worth of the trust
!!property, r~call and cancel all outstanding certificates for
llfractional shares and issue new certificates to the holders
ilrepresen~ing in shares of the par value of $100.00 the equiva-
,~l~nt of such cancelled fractional certificates, with warrants for
ilany fractlon~l par~s of a snare of such par val~e pr the trustees
i~ay determine upon any sggregate number of shares without par
ilvalue into which the interests of the shareholder beneficiaries
ishall be divided, recall and cancel certificates previously issued
ian~ then issue to the holders thereof such certificates for such
!~u~ber of new shares as shall represent the proportionate interests
I~ suc~ holders, wit~ warrants for fractional parts of a share,
I~uch interests or shares shall be assignable and may be trans-
ferred upon the boo~s of the trustees by the owner, his attorney
or legal respresentati~e, and upon surrender of the certificate a
~ew certificate shall be issued to the transferee who shall there-
~on become subject to the terms of tk~is declaration and agreement,
provided, however, that no interest or share shall be sold ~til
the holder thereof shall have first offered it for sale to the
trustees who shall have the option for ten (10) days of purchase
thereof at the book value as determined by them at the last
previous closing of their books. Shares so purchased by the
trustees may be held as part of the reserve or surplus fund or
resold by the trustees; provided, however, that distribution of
~the interest or shares of any shareholder beneficiary among his
!!heirs· presumptive, heirs, or legatees shall not be treated as a
, sale. Any payments made by the trustees to the persons appearing
~on their books as the record owner of any interest or share, to
'ithe executor or administrator of such person, shall absolve the
i!trustees from all liability in respect of any such payments.
VIII. The trustees may from time to time at their discretion
!iand! as the financial needs of the trust may require, invite and
lireceive subscriptions for the purpose of increasing the capital
ilof the trust upon such terms as they shall deem fair and equitable
ilto the then existing shareholder beneficiaries. The opportunity
i!to make such subscriptions shall first be given to existing share-
ilholder beneficiaries in proportion to their respective shares of
iinterest, but such option must be exercised withAn ten (10) days
ilafter receipt of written notice from the trustees. Receipt of
tiwrltten notice shall be deemed to have occurred twelve (12) days
iiafter written notice has been mailed postage prepaid by the
iltrustees to the shareholders to the addresses shown in the records
~of the trustees. All such subscriptions shall be subject to the
i!terms of this declaration.
IX. The trustees shall keep suitable records of their trans-
~actions and shall annually present a financial statement or
llbalance sheet and a reasonable comprehensive account of receipts
and disbursements to the shareholder beneficiaries during
~,customary business hours upon request.
X. Any vacancy occurring among the trustees shall be filled
by the remaining trustees by an appointment in writing signed by
them and by the appointee in signification of his acceptance of
the trust, acknowledged in the manner prescribed for the acknowl-
edgment of deeds and recorded in the registry of deeds for any
registry district in which real estate of the trust may be located;
or in event of failure of the remaining trustees to fill any
vacancy within thirty (30) days, by any court having jurisdiction
upon application of any shareholder beneficiary, and such succeed-
ing trustee or trustees shall have all the rights and powers of
the original trustees. Any trustee may resign his office and such
resignation shall become effective when made in writing and
similarly acknowledged and recorded. When any trustee is absent
from the Commonwealth or is incapacitated by illness, the other
!itrustees shall have and exercise all the powers hereunder and any
trustee may by power of attorney delegate his powers to any other
!Itrustee or trustees for a period not exceeding six (6) months,
provided, however, that not less than two (2) trustees actually
exercise the powers hereunder.
XI. This trust shall continue for twenty (20) years unless
ilsooner terminated by the trustees in any one of the following
methods:
A. By the organization by them of a corporation which
i~ishall take over the trust property and assume the obligations of
lithe trust, to which the trustees shall convey and transfer the
!~trust property, and the capital stock of which shall be issued to
!the shareholder beneficiaries of the trust in proportion to their
i?espective interests or shares.
B. By the sale of the trust property and the distribu-
i ~ion of the net receipts, after payment of all debts and liabilities
the trust, among the shareholder beneficiaries as they may
severally be entitled thereto.
C. By the distribution among the shareholder bene-
ficiaries of trust funds or securities available for distribution
and conveyance to them, in proportion to their respective interest~
or shares, of the reel estate o£ t~e trust subject to encumbrances
of record then existing.
XIIo The trustees, with the consent in writing of the
registered holders of not less than fifty-one percent (~1%) of
all of the then outstanding shares, may at any time and from time
to time amend, alter, add to, or change this Declaration of Trust
in any manner or to any extent; provided always, however, that no
such s~endment, alteration, addition, or change according to the
purport of which the proportion of the aggregate beneficial
interest hereunder represented by each such share would be altered
or in any manner or to any extent whatsoever modified or affected,
shall be valid or effective. Any amendment, alteration, addition,
or change pursuant to the foregoing provisions of ~his paragraph
shall become effective upon the recording with said Registry of
Deeds of an instrument of amendment, alteration, addition, or
change, as the case may be, signed, sealed and acknowledged in
the manner required in Massachusetts for the acknowledgment of
deeds, by the trustees, setting forth in full the amendment,
alteration, addition, or change and reciting the consent of the
shareholders herein required to consent thereto. Such instrument,
so executed and recorded, shall be conclusive evidence of the
existence of all facts and of compliance with all prerequisites
to the validity of such amendment, alteration, addition, or
change, whether stated in such instrument or not, upon all
questions as to title or affecting the rights of third persons and
for all other purposes. Nothing in this paragraph contained shall
be construed as making it obligatory upon the trustees to amend,
alter, add to, or change the ~claretion of Trust ~on obtainin~
the necessary consent as hereinabove provided.
XIII. Upon the ter~nation of this trust by lapse of time,
the trustees shall thereupon sell all the trust property and
distribute the net proceeds after payment of all expenses, debts
and liabilities of the trust and properly incurred by the trustees,
less their reasonable compensation for such services, among the
shareholder beneficiaries in proportion to their respective
shares. For this p~pose the trustees shall continue to hold and
exercise their powers hereunder for the f~ther term of six
months beyond the fixed time for the termination of the trust.
IN WITNESS ~EREOF we have hereunto set our hands and seals
the day and year first above written. /
COMMONWEALTH OF MASSACHUSETTS
January 8, 1969
Essex, ss.
Then personally appeared the above named Santo Messina end
Laura Mangano~ and acknowledged the foregoing instrument to be
their free act and deed.
Before me,
N~tary Public ~7 {'
My commission expires December 8~ 197~
-8-
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SAI~ k~U REAL',~ Z .?RUST
Santo Messi~a)
Laura Mangano ITrustees