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Westfield Trust

This document establishes the Westfield Investment Company trust. It names Judith A. Brauer as the initial trustee and outlines the basic structure and governance of the trust. The trust will have shares that represent beneficial ownership, with powers granted to the trustees to manage business operations and property holdings for the benefit of shareholders. There are rights of first refusal for trustees and other shareholders if existing shares are offered for sale outside the trust.

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100% found this document useful (3 votes)
248 views35 pages

Westfield Trust

This document establishes the Westfield Investment Company trust. It names Judith A. Brauer as the initial trustee and outlines the basic structure and governance of the trust. The trust will have shares that represent beneficial ownership, with powers granted to the trustees to manage business operations and property holdings for the benefit of shareholders. There are rights of first refusal for trustees and other shareholders if existing shares are offered for sale outside the trust.

Uploaded by

Property Wave
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
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You are on page 1/ 35

DECLARATION OF TRUST

OF

WESTFIELD INVESTMENT COMPANY


.(j/
THIS IS A DECLARATION OF TRUST made this b day of
fu.c.'?.l'rikr
Gei=eoe-r,, 1972 by Judith A. Brauer (hereinafter called "the Trustee,"

which term and any pronoun referring thereto shall be deemed to


include their successors in trust hereunder and to mean the
Trustee or the Trustees for the time being hereunder, wherever
the context so admits).

ARTICLE 1.
Name of Trust. The trust created by this
/ 1.1
shall instrument known as Westfield Investment Company
be
and under that
name, so far as legal, convenient and practicable, shall all business
carried on by the Trustees be conducted and shall all instruments

in writing by the Trustees be executed. Such name when used in


this instrument or in any other.instrument relating to the trust
shall refer to the Trustees in their capacity as trustees and.not
in individual or personal capacities and shall not refer to officers,
agents, or shareholders of the trust.
1.2 Nature of the Trust. It is hereby expressly declared
that a trust and not a partnership has been created and that
the shareholders are cestuis que trustent, and not partners or
associates, nor in any other relation whatever.between
themselves with respect to the trust property, and hold no
relation to the Trustees other than as cestuis aue trustent,
with only such rights as are conferred upon them as such cestius
que trustent hereunder.
1.3 Principal Place of Business. The Trust shall have
its principal place of business in Dedham, Massachusetts and
may have
such other places of business as the Trustees may determine from
\
time to time.
\
personal property of every name, nature and description, and
real property, whether improved or unimproved; to develop,
manage or operate any and all of such real and personal
property, and to this end to plan, build, erect, tear down and
rebuild, operate, or sell
residential buildings, rental or cooperative housing, office bui_ldings,
warehouses, stores, shopping centers, lofts, hotels, factories,
mills, commercial buildings of all kinds, and any and all other
structures, and to enter in any and all contracts necessary in the
premises; to acquire land at public or private sale, or under the
provisions of such legislation as Title I of the Housing Act of
1949 as amended, or of similar legislation by federal, state,
municipal, or foreign governments or governmental agencies; to furnish
capital, materials, services, etc. in the organization and_development
of corporations and other business entities and enterprises.

2.2 Other Purposes. Notwithstanding the provisions of


Section 2.1, the trust may engage in any other business which
the Trustees may deem to be in the best interests of the
shareholders and, where the context permits, the powers
hereinafter granted to the Trustees may, in the discretion of
the Trustees, be construed as purposes of the trust.
ARTICLE 3.
3.1 Beneficial Interest in Shareholders. The beneficial
/ int.erest in the trust estate shall be in the holders from time
to time of transferable shares (as herein provided) of
beneficial interest. The beneficial interest in this trust
shall, in the first instance, be divided into one hundred
(100) shares without any stated value.
3.2 Issuance of Shares. All of said shares shall be
fully paid and non-assessable and shall be issued to the
subscribers- therefor, or to such persons as they in writing
designate, or otherwise as the Trustees shall determine. Said
shares may be
the initial issue of any of the said shares may be issued
without first being offered to the existing shareholders or any
of them.

3.3 Allocation of Consideration for\Shares. The Trustees in


\
their absolute discretion may allocate the consideration received
upon the issuance of any shares between paid-in surplus and
capital. In the case of t e issue of shares as a share
dividend, the Trustees may determine the amount to·be transferred
from sur plus to capital account in respect of such shares.
3.4 Adjustment of Capital Account. The Trustees may from
time to time increase, decrease or adjust the capital account of
the trust. Unless otherwise determined by the Trustees, no
change in the share capital or capital account of the trust
shall give rise
.to any right on the part of any shareholder to reqeive a distri
bution of any assets of the trust.
3.5 Register of Shareholders. A register shall be kept
under the direction of the Trustees, which shall contain the
name of the shareholders and their addresses as supplied by
them, and the number of shares held by them respectively, and a
record of all transfers thereof. No shareholder shall be
entitled to recognition as such unless his name and address
appear on said register.
3.6 Share Certificates .. Every shareholder shall be
entitled to receive a certificate, signed by a majority of the
Trustees then in office, in such form as the Trustees shall from
time to time app'rove, specifying the number of shares held by
him. Each such certificate shall conspicuously bear notice of
the restrictions
on transfer imposed hereunder. If a share certificate shall be
lost, stolen or destroyed or become mutilated, the Trustees,
upon submission of evidence satisfactory to them of such fact,
may issue a new share certificate and in that connection may
require a bond of indemnity satisfactory to them.

3.7 Manner of Transferring Shares. Shares shall be trans


of such certificate and/or a power of attorney to transfer the
same. No shares shall be transferred (except into the name of a
legal representative upon the death of the person appearing by
the face of the certificate to be the owner thereof) or sold to
any person other than the Trustees as such, unless or until the
same shall have been offered in writing for purchase to the
Trustees at a price to be determined by agreement or by
arbitration, nor until the Trustees shall have either rejected
such offer or failed for thirty (30) days after receipt of such
offer either to accept or reject the same. If the Trustees
elect in writing within said thirty (30) days to purchase said
shares, but they and the share holder desiring to make the
transfer cannot then agree on the price, each party shall within
fifteen (15) days after the date of such election appoint in
writing a person as arbitrator, and the two persons so chosen
shall select a third. The arbitrators, acting by majority vote,
shall promptly determine the fair value of the shares to be
transferred, Each party shall pay the expenses and compensation
of his own arbitrator and one-half of those of
the third arbitrator. The arbitrators shall report their deter
mination in writing to the parties. The Trustees shall, within
fifteen (15) days of receiving such report, either pay the price
as·so determined or decline to complete the purchase. If upon
the expiration of said fifteen (15) days the Trustees have
failed to pay the price as so determined, or have declined to
complete the purchase, the offering shareholder shall send to
the other share holders an offer in writing to sell said shares
to said other shareholders at the price determined by the
arbitrators, which offer may be accepted by said other
shareholders in proportion to their interests in the trust or in
such proportions as said other shareholders shall determine, by
sending not"ice of acceptance to
the offering shareholder within ten (10) days after his sending
the trust, or in such porportions as said other shareholders
shall determine, which desire shall be expressed by notice to the
offering shareholder within five (5) days after the expiration of
said ten (10) day period. Any purchase maae as aforesaid shall
be consummated forthwith. If the Trustees reject the offer made
to them, or fail within thirty (30) days to accept or reject the
offer, and no arbitration has taken place as provided above, the
offering shareholder shall send to the other shareholders an
offer in writing to sell said shares to the other shareholders at
a price to be determined by agreement or arbitration. If the
parties shall fail to agree upon a fair price for said shares
within fifteen (15) days of the receipt by the other shareholders
of the offer to them, the offering shareholder and the other
shareholders as a group shall appoint in writing a person as
arbitrator, and the two persons so chosen shall select a third.
If the other shareholders do not agree upon their choice for
arbitrator, any shareholder may apply to a Justice of the
Superior Court sitting in Suffolk County, Massachusetts, to
appoint such arbitrator and the appointment by such Justice shall
be binding hereunder. Such arbitrators shall act and be paid as
hereinabove provided in arbitration between the Trustees and the
offering shareholder. Upon valuation by the arpitrators, the
other shareholders shall within ten (10) days purchase the
offered shares pro rata or according to agreement in the manner
provided above. If any of the shares are not purchased as
aforesaid, the offering shareholder shall be entitled to have
said shares transferred as he may see fit at any time within one
hundred eighty (180) days after such rep,ort was received by the
Trustees or the other shareholders, provided that the
consideration for such transfer shall·not be less than the fair
value of said shares as determined by the arbitrators. The
foregoing restriction on transfer may be waived by the Trustees
in writing in any part
notice of any implied or constructive trust, or of any charge,
pledge or equity to which any of the shares of this trust or
the interest of any of the shareholders may be subject. Without
limiting the generality of the foregoing, neither the Trustees
nor the shareholders nor any transfer agent or other agent of
this trust shall be bound .to ascertain or inquire whether any
sale or transfer of any such share or interest by any
shareholder or his personal representative is authorized by any
trust (whether express, implied· or constructive) or proper in
view of any charge, pledge or equity, or to recognize any person
as having any interest therein except the person registered as
such shareholder, and the receipt of the person in whose name
any share is registered, or, if such share is registered in the
names of more than one person, t_he receipt of
any one of such persons, or the receipt by the duly authorized
agent of all or any of such persons, shall be a sufficient
discharge for all dividends and other money and for all
securities or property payable, issuable or deliverable in
respect of such share and from all liability o see to the
application thereof.
ARTICLE 4.
4,1 Nature of Beneficial Interest. The Trustees shall
hold all the funds and property and assets of every kind and
nature, both tangible and intangible, now or hereafter held by,
or paid, transferred, or conveyed to them as Trustees
hereunder, together with the income therefrom and the proceeds
thereof, in trust, in the manner and with and subject to the
powers and limitations hereinafter declared,. for the benefit of
the shareholders accord ing to their respective interests.
Except as herein set forth, the said shareholders shall have no
right or interest in the trust property itself, from time to
time held by the trustees, and especially they shall have no
right to call for any partition
thereof. The interests of the shareholders shall be personal
administrators or assigns of the .deceased shareholder shall
succeed to the rights of such decedent under this trust.

ARTICLE 5.
In addition to, and not in limitation of, all authority
which they may have at common law and by statute, the Trustees
shall have the following powers which, together with all other
powers, may be exercised without application to, or decree of,
any court and shall continue beyond the termination of the trust
hereunder, for pur poses of distribution:
5.1 To exercise any power which may be exercised by a
business corporation under the laws of the Commonwealth of
Massachusetts as in force from time to time.
5.2 To purchase such personal property as may be
necessary or desirable in the conduct of the business of the
trust; to hire employees; to enter into contracts with others
to have services performed for the trust; and generally, to do
any and all things which.the Trustees, in their discretion,
shall deem beneficial in

the conduct ot the business of the Trust.


5.3 To invest and reinvest the trust property in such
amoun.ts and in such investments, including shares or other
interests in investment..trusts, as the trustees shall deem
advantageous, even though such investments might not be
considered proper or suitable for Trustees in the absence of
this express authority.
5.4 At any time and from time to time, to sell the trust
property or any part thereof at public or private sale; to
borrow money for the purposes of the trust and to purchase trust
invest ments or credit; to pledge, mortgage, exchange or
otherwise dispose of the trust property for such consideration
and for such amount in cash or on credit or upon such other
terms as the Trustees deem necessary or advisable; and to
execute, acknowledge and deliver such deeds, bills of sale,
transfers or other instruments as they
5.6 To purchase or take under lease such real or personal
property as the Trustees shall consider necessary, advantageous
or beneficial to the trust.
5.7 To grant leases of any real estate, or interests
therein, at any time held in trust hereunder, upon such terms as
the Trustees shall think best, including leases for periods
extending beyond
the duration of the trust; to foreclose either by entry or

other wise, and to extend, assign, subordinate, give partial


releases from, and discharge, mortgages of real estate; to make
allowances to, or arrangements or contracts with, tenants and
others and to accept surrenders of leases and tenancies, all
upon such terms as the Trustees shall deem proper.
5.8 To vote any shares of stock held in trust hereunder; to
give proxies, with or without power of substitution and with or
without discretionary powers; to participate in reorganizations,
mergers, consolidations and the like; to desposit securities in
any voting trust (the term of which may extend beyond the term of
the trust hereunder) or with any protective or like committee or
trustee, or with depositaries designated thereby; to pay assess
ments on any such securities; and in general, to exercise any
rights and powers-· as owner and holder of securities as the
Trustees deem advantageous.
5.9 To bring suit and to compromise or submit to
arbitration any claims or matters in dispute affecting
the.trust property, whether asserted by or against the trust;
and to pay any debts or claims asserted against them as
Trustees, upon any evidence which they shall deem sufficient.
5.10 To hold bonds or other securities in bearer or
unregis tered form; to hold securities in their own name or the
name of a nominee, or in the name of any other person, firm or
corporation,
or in the name of a phrtnership consisting of the Trustees and
I
payee of any check, draft, or order for the payment of money
or of the persons who receive funds of the trust to collect the
same, and to provide for the withdrawal of such funds upon the
signatures of
-one or more Trustees.
5.12 To create such reserves out of the income or
principal of the trust funds as the Trustees deem proper for
expenses, taxes and other liabilities of the trust; to
apportion between income and principal any expenses of making
or changing investments and of selling, exchanging, or leasing,
including broker's commissions and charges; and generally, to
determine what part of the expenses
of the trust shall be charged to principal and what part to income.
5.13 To refund, discharge, renew, replace, or extend
any mortgage, pledge, or charge existing at any time upon any
of the trust assets.
5.14 To guarantee performance of the obligations of
others in any cases where they shall deem that it is to the
advantage of this trust that they give such guaranty.
5.15 To-maintain such offices and other places of
business as they shall deem necessary or proper and to engage
in business in Massachusetts or elsewhere.
5.16 ··To employ legal or investment counsel, accountants or
others for any of the above or other purposes and to
determine whether or not to act upon their advice.
5.17 .Ge_nerally in the management of-the trust created here
under, to do all acts and things to the same extent as if
they were individuals.
PROVIDED ALWAYS, that the Trustees shall have no power or
authority, by virtue of any provisions anywhere in this
instrument contained or otherwise,·to borrow money on the credit
or on behalf of the shareholders, or any of them, personally, or
to make any contract on behalf of, or binding, the shareholders,
or any of them,
in number, but the surviving or remaining Trustee or Trustees
shall have and may exercise all the powers of the Trustees.
6.2 Action by Trustees. Any action taken by the Trustees shall
.require the assent of a majority of the Trustees then in office.
6.3 Delegation by Trustees. Any Trustee may by written
power of attorney del_egate his powers hereunder for a period not
exceeding six (6) months at any one time to any other trustee or
Trustees hereunder.
6.4 Method of Filling Vacancy in Trustees. Any Trustee
may resign by written instrument signed and acknowledged by
him in a manner appropriate for acknowledgement of deeds in
Massachusetts, and delivered to the other Trustees then in
office. In the event of the resignation, legal incapacity or
death of a Trustee, or the existence of a vacancy, such
Trustee shall be replaced by the election of a successor at a
special meeting of the holders (who shall act by majority
vote) of all of the issued and outstanding shares of the
trust, to be held as soon as reasonably possible after such
event occurs. In no case shall any person elected as successor
Trustee be qualified to act as such until he has signed and
acknowledged a written instrument of acceptance of the
election. :Upon the election taking effect, title to the trust
property shall"vest in such successor Trustee jointly with the
' '

continuing Trustee or Trustees, if any, and such successor


Trustee shall have all the powers of a co-Trustee hereunder,
without any further act or instrument of conveyance. Any
resignation or acceptance of election shall be ineffective until
notice thereof
shall have been filed in the office of the Secretary of the
Commonwealth, or his successor, wherein a copy of this instrument is
required
by law to be filed.
6.5 Trustees Not to be Personally Liable. In every
written contract made by the Trustees, reference shall be
made to this
part or for any other cause.
6.6 Same Subject. The Trustees shall not be liable for
any thing done or omitted by them in good faith and shall be
answerable and accountable only for their own acts, receipts,
neglects and. defaults respectively, and not for those of each
other or any person employed by them or any one of them, nor
of any bank, trust company, broker or other person with whom or
into whose hands any moneys or securities may be deposited or
come, nor for any defect in title to any property or securities
acquired, nor for any loss unless it shall happen through their
own default respectively, and they shall be entitled to
indemnity out of the trust estate against any liability incurred
in the execution of the terms or provisions hereof. No Trustee,
however appointed·, shall be obligated to
give any bond or other surety for the performance of any of
his duties in the said trusts.
6.7 Distribution in Event Trust Terminated. Upon the
termi nation of this trust the Trustees shall sell and convert
into money the whole of the trust estate, except so much as
they shall
determine to distribute in specie, and after paying or retiring
all liabilities and obligations of the trust shall apportion the
pro ceeds thereof, and so much of the trust estate as they
shall have determined to distribute in specie, among all the
shareholders ratably according to the number of the said shares
held by them respectively.
6.8 Meetings of Trustees. The Trustees may act with or
with out a meeting.
6.9 Contracts Between Trust and Trustees. No Trustee
shall be disqualified by his office from contracting or dealing
with the Trustees, or with one or more shareholders (whether
directly or indirectly because of his interest individually or
the Trustees' interest or any shareholder's interest in any
corporation, firm,
any profit realized by any such dealing, contract or
arrangement by reason of such Trustee's holding office or of
the fiduciary
relation hereby established, provided the Trustee shall act in
good faith and shall disclose the nature of his interest before
the dealing,· contract or arrangement is entered into. Every
Trustee. may purchase or acquire shares of the trust in all
respects as if he were not a Trustee.
6.10 Trustees Not to Look to Shareholders for Indemnity. No
Trustee shall be entitled to look to the shareholders personally
for indemnity against any liability incurred by him in the
execution of this trust or to call upon the shareholders for the
payment of any sum of money or any assessment whatever, but the
Trustees shall be entitled to indemnity out of the trust estate
against any and
all liability incurred by them or any of them in respect of the

trust.

6.11 Trustees' Compensation. Each Trustee shall be entitled


to such reasonable compensation for his services as may be
fixed by a resolution signed by the Trustees and approved by the
holders of a majority of the then outstanding shares.
ARTICLE 7.
7.1 Liability to Third Parties Limited to Trust Estate. The
Trust estate shall be directly liable for the payment or
satisfaction of all obligations and liabilities incurred by the
Trustees and agents of this- trust within the scope of their
authority. Although the Trustees, as Trustees, may be made
parties to any suit or pro ceeding to enforce any such obligation
or liability, they shall not on account thereof be held to any
personal liability therein but shall be parties only insofar as is
necessary to enable such ob- • ligation or liability to be
enforced against the trust estate. No shareholder, trustee or.
agent of this trust shall be held to any
personal liability whatsoever, in tort, contract or otherwise, in
with the affairs of this trust. With respect to all
agreements, obligations, instruments and actions in regard to
the affairs of this trust, this trust and not the shareholders
or agents shall be the principal and entitled as such to
enforce the same, collect damages and take all other action.
All such agreements, obliga tions and instruments shall refer
to this Declaration. Failure to comply with the provisions of
this section shall, however, in no event render any Trustee,
shareholder or agent personally liable to this trust or its
shareholders.
7.2 Advice to Trustees. The Trustees and agents of the
trust shall.be entitled to .rely upon the opinion or advice· of,
or any statement or computation by, any counsel, valuer,
surveyor, engineer, broker, auctioneer, accountant, or other
person ·deemed
by them competent, whether or not disinterested or a trustee or
agent of this trust.
ARTICLE 8.

8.1 Dividends. Subject to the provisions of this section


and to the prior rights, if any, of any other.securities of the
trust which at any time may be outstanding, the Trustees in
their dis cretion may from time to time declare dividends
payable at any
date fixed.. by• them out of the net profits or surplus (whether
paid-in or otherwise) of the trust, in cash or property,
including without limitation of the generality of the foregoing,
securities
of this trust. For that purpose the Trustees authorize the
m.ay.
issuance of certificates and scrip and may capitalize all or
any part of the surplus and may determine the number of dollars
per share .so capitalized, No shareholder shall have any right
to any dividends, whether in cash, property or securities of
this trust, except when and as such.dividends shall be paid or
notice shall have been given to all the shareholders who are to
receive such
dividends that the same have .been declared as aforesaid. No share-
1
8.2 Trustees Determine Earnings, etc. In the absence of
fraud, the determination of the Trustees as to net profits,
earnings and surplus, and as to any revaluation, or any other
matter in connec tion with the payment of dividends, shall be
final and conclusive:
ARTICLE 9.
9.1 No Need to See to Application of Payments to Trust.
No purchaser from, or other person dealing with the Trustees,
and no issuer or transferor or other agent of any issuer, to
whose secur ities any dealings by the Trustees may relate,
shall (a) be bound to see to the proper application of any
purchase money or other thing of value paid or delivered to the
Trustees, and the receipt of the Trustees shall be a full
discharge; nor (bl be under any obligation to ascertain or
inquire into the power.or authority of the Trustees to
purchase, sell, exchange, partition, transfer, mortgage, pledge,
lease, distribute or otherwise in any way dispose of, or deal
with, any of the trust assets, real or personal. Every
.deed or other instrument of conveyance executed and delivered
by the Trustees, unless otherwise expressed therein, shall
pass to the grantee an estate in fee simple, free and
discharged of all trusts hereunder, and shall be binding both
at law and in equity upon the Trustees and all persons then or
thereafter beneficially interested in the trust.
ARTICLE 10.
10.1 Officers. The Trustees may appoint··such officers
with such titles as the Trustees may determine and may delegate
to such officers such of their powers as they may determine.
All such officers shall serve at the pleasure of the Trustees
and may be removed at any time with or without cause.
10.2 By-Laws. The Trustees may adopt By-Laws not inconsistent
with this instrument to.govern the conduct of the business of the
\
trust and may amend Of repeal said By-Laws from time to time.
\
ARTICLE 11.
11.1 Amendment of Trust. The Trustees, with the consent
in writing of the registered holders of not less than fifty-one
(51%) per cent of all of the then outstanding shares, may at
any time, and from time to time, amend, alter, add to, or change
this Decla-' ration of Trust in any manner or to any extent;
provided always, however, that no such amendment, alteration,
addition or change according to the purpose 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, altera tion, addition or
change pursuant to the foregoing provisions-of th1s paragraph,
shall become effective upon being filed in the
Office of the Secretary of the Commonwealth, or in such other
place as by law such amendment, alteration, addition or change
shall be required to be filed. Such instrument of amendment,
alteration, addition or change shall be signed, sealed and
acknowledged by
·the Trustees in the manner required in Massachusetts for the
acknowledge ment of deeds, setting forth in full the amendment,
alteration,
addition or change and reciting the consent of the stockholders
herein required to consent th thereto. Such instrument, so
executed and filed, shall be conclusive evidence of the existence
of all
facts contained in such instrument and of compliance with all
prerequisite 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 this Declaration of Trust upon obtaining the
necessary consent as hereinbefore provided.
11.2 Duration or Trust. This trust shall continue for an
fifty-one (51%) per cent of the shares then outstanding shall,
at a meeting called for that purpose, vote to terminate this
trust, then this trust shall forthwith terminate or continue in
existence for such further period as may then be determined, for
the purpose of winding up its affairs, liquidating this trust
and distributing the assets among the holders of the shares,
the Trustees first, however, being duly indemnified to their
reasonable satisfaction against outstanding obligations and
liabilities, and then the
.Trustees shall continue in office until such duties have been fully
performed. Such termination shall become effective upon being
filed in the Office of the Secretary of the Commonwealth or in
such other place as by law such termination may be required to
be filed. Such termination shall be signed sealed and
acknowledged in the manner required in Massachusetts for the
acknowledgment of deeds, by the Trustee.s, setting forth the
fact of such termination and reciting the consent of the
shareholders herein required to consent
thereto. Such instruments, so executed and filed, shall be conclusive
evidence of the existence of all facts and of compliance with all
prerequisites to the validity of such termination, 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.
• ARTICLE 12.
Miscellaneous
12.1 The Trustees shall have the power to construe this
Declaration and to act on any such construction, .and their
con struction of the same and any action taken pursuant thereto
by the Trustees or agents of this trust in good faith shall be
final and conclusive.
12.2 Any person shall be fully protected in relying upon any
written statement relating to the trust if such statement is signed
by any (1) of I
the Trustees. Notwithstanding any requirements that
I
\
the Trustees act by unanimous vote, the Trustees may authorize
funds to be withdrawn from any depositary on the signature of
less than all of the Trustees then in office and may generally
or in par-
·'ticular cases, authorize less than all of' such Trustees then
in office to execute any other instrument on behalf of the
trust.
12.3 Descriptive subject headings at the beginning of
para graphs are inserted for convenience of reference only and
no weight is to be given to them in construing this instrument.
12.4 If any part or parts of this Declaration shall be
held invalid, such invalidity shall not affect the remainder
of this Declaration which shall read as if such invalid part
or parts did not exist.
IN WITNESS WHEREOF, the said Judith A. Brauer
has'hereunto set her hand and seal:on the day and year first
above written and hereby consent to act as Trustees as
aforesaid.

(ldith A. Brauer
& a LLd..,

COMMONWEALTH OF MASSACHUSETTS
Norfolk,ss_. h:,.e,,,/Rr
--9:! LJi§Q.r: 1972

Then personally appeared the above named Judith A. Brauer


and acknowledged the foregoing instrument to be her free act
and deed, before me.
My Commission Expires: . &.;;.) 197
rt/ tJ •/
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,f::CRETARY'S OFFICE

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