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HomeMy WebLinkAbout154 Center St Unit 1,2,3,4 Declaration of TrustRECEIVED GRAY'S BEACH CONDOMINIUM TRUST MAR Y 5 2006 THIS DECLARATION OF TRUST made this day of Marc i'ANMHyannis in the County of Barnstable and the Commonwealth of Massachusetts OOARD OF PTPEALS RALPH CROSSEN and MARY CROSSEN of 18 Woodridge Road, Sandwich, MA 02537 (hereinafter called the Trustees, which term and any pronoun referred thereto shall be deemed to include their successors in trust hereunder and to mean the Trustees of the Trust at the time being hereunder wherever the context so permits). ARTICLE I Name of Trust The Trust hereby created shall be known as GRAY'S BEACH CONDOMINIUM TRUST 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. ARTICLE II The Trust and its Purposes Section 1. All of the rights and powers in, and with respect to, the common areas and facilities of GRAY'S BEACH CONDOMINIUM ("Condominium") established by a Master Deed of even date and recorded herewith which are by virtue of provisions of Chapter 183A of the Massachusetts General Laws conferred upon or exercisable by the organization of Unit owners of said Condominium, and all property, real and personal, tangible and intangible, conveyed to the Trustees hereunder shall vest in the Trustees as joint tenants with rights of survivorship as Trustees of this trust, in trust to exercise, manage, administer and, exclusive of the common area, to dispose of the same and to receive the income therefrom for the benefit of the owners of record from time to time of the Units and interests therein of said Condominium (hereinafter called the Unit Owners), according to the schedule of undivided beneficial interests set forth in Exhibit "C" of said Master Deed, which schedule is incorporated herein by reference, and in accordance with the provisions of said Chapter 183A, this trust being the organization of the Unit Owners established pursuant to the provisions of said Chapter 183A for the purposes therein set forth. Section 2. It is hereby expressly declared that a trust and not a partnership has been created and that the Unit Owners are cestuis que trustents, 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 of cestuis que trustent, with only such rights as are conferred upon them as such cestius que trustent hereunder and under and pursuant to the provisions of said Chapter 183A of the General Laws. Section 3. Except as otherwise herein defined or as may be required by the context, all terms shall have the same meaning as set forth in said Master Deed. ARTICLE III The Trustees Section 1. There shall at all times be Trustees consisting of such number, not less than two (2) nor more than four (4), as shall be determined from time to time by vote of the Unit Owners entitled to not less than forty-four (44%) percent of the beneficial interest hereunder. If and whenever the number of such Trustees shall become less than two (2), a vacancy or vacancies in said office shall be deemed to exist. Each such vacancy shall be filled by instrument in writing setting forth (a) the appointment of a natural person to act as such trustee, signed (i) by Unit Owners entitled to not less than forty-four (44%) percent of the beneficial interest hereunder, or (ii) if Unit Owners entitled to such percentage have not within thirty (30) days after the occurrence of any such vacancy made such an appointment, by a majority of the then remaining Trustees, or by the sole remaining Trustee if only one, and (b) the acceptance of such appointment, signed and acknowledged by the person so appointed. Such appointment shall become effective upon the recording with the Barnstable County Registry of Deeds of a certificate of such appointment signed by a majority of the then remaining Trustees or Trustee, if any there be still in office, or by Unit Owners holding at least forty-four (44%) percent of the beneficial interest, if there be no such Trustee, together with such acceptance, and such person shall then be and become such Trustee and shall be vested with the title to the trust property jointly with the remaining or surviving Trustees or Trustee without the necessity of any act of transfer of conveyance. If for any reason any vacancy in the office of Trustee shall continue for more than one hundred and eighty (180) days and shall at the end of that time remain unfilled, a Trustee or Trustees to fill such vacancy or vacancies may be appointed by any court of competent jurisdiction upon the application of any Unit Owner or Trustee and notice to all Unit Owners and Trustees and to such other, if any, parties in interest to whom the court may direct that notice be given that notice may be given. The foregoing provisions of this section to the contrary notwithstanding, despite any vacancy in the office of Trustee, however caused and for whatever duration, the remaining or surviving Trustees, subject to the provisions of the immediately following section, shall continue to exercise and discharge all of the powers, discretion and duties hereby conferred or imposed upon the Trustees. Section 2. In any matters relating to the administration of the trust hereunder and the exercise of the powers hereby conferred, the Trustees may act by majority vote at any duly called meeting at which a quorum is present, as provided in Paragraph A of Section 10 of Article V; provided, however, that in no event shall a majority consist of less than two (2) Trustees hereunder, and, if and whenever the number of trustees hereunder shall become less than two (2), then no Trustee shall have any power or authority whatsoever to act with respect to the administration of the trust hereunder or to exercise any of the powers hereby conferred except as provided in Section 1 of Article III. The Trustees may also act without a meeting by instrument signed by a majority of their number. Section 3. Any Trustee may resign at any time by instrument in writing, signed and acknowledged in the manner required in Massachusetts for the acknowledgement of deeds and such resignation shall take effect upon the recording of such instruments with the aforesaid Barnstable County Registry of Deeds. Section 4. No Trustee named or appointed as hereinbefore provided, whether as original Trustee or as successor to or as substitute for another, shall be obligated to give any bond or surety or other security for the performance of any of his duties hereunder. 2 Section 5. No Trustee shall be entitled to any remuneration for his services other than reasonable remuneration for extraordinary or unusual services, legal or otherwise, rendered by him or her in connection with the trusts hereof, all as shall be from time to time fixed and determined by the Trustees, and such remuneration shall be a common expense of the Condominium. Section 6. No Trustee hereinbefore named or appointed as hereinbefore provided shall under any circumstances or in any event be held liable or accountable out of his or her personal assets or be deprived of compensation by reason of any action taken, suffered or omitted in good faith or be so liable or accountable for more money or other property than he actually receives as Trustee, or for allowing one or more of the Trustees to have possession of the trust books or property, or be so liable, accountable or deprived by reason of honest errors in judgement or mistakes of fact or law or by reasons of anything except his or her own personal or adverse interest or by reason of anything except his or her own personal and willful malfeasance and defaults. Section 7. No Trustee shall be disqualified by his or her office from contracting or dealing with the Trustees or with one or more Unit Owners (whether directly or indirectly because of his or her interest individually or the Trustees' interest or any Unit Owners interest in any corporation, firm, trust, or other organization connected with such contracting or dealing, or because of any other reason), as vendor purchaser, or otherwise, nor shall any such dealing, contract or arrangement entered into in respect to this trust in which any Trustee shall be in any way interested be avoided nor shall any Trustee so dealing or contracting or being so interested be liable to account for 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 or her interest before the dealing, contract or arrangement is entered into. Section 8. The Trustees and each of them shall be entitled to indemnity both out of the trust property and by the Unit Owners against any liability incurred by them or any of them in the trust property and by the Unit Owners against any liability incurred by them or any of them in the execution hereof, including without limiting the generality of the foregoing, liabilities in contract and in tort and liabilities for damages, penalties and fines. Each Unit Owner shall be personally liable for all sums lawfully assessed for his or her proportionate share of any claims involving the trust property in excess thereof, all as provided in Sections 6 and 13 of said Chapter 183A. Nothing in this paragraph contained shall be deemed, however, to limit in any respect the powers granted to the Trustees in this instrument. Section 9. Each Trustee shall serve for a term of three years from the date of recording in the aforesaid Registry of Deeds of his or her acceptance, and until his or her successor is appointed and qualified to serve, except that the terms of the original Trustees hereunder shall terminate on the day that the last Unit is conveyed to a third -party Unit Owner for more than nominal consideration paid. Appointment of successor Trustees shall be made in the manner set forth in Article III, Section 1 hereof to fill any vacancy in such office. ARTICLE IV Beneficiaries and the Beneficial Interest in the Trust Section 1. The cestuis que trustent shall be the Unit Owners of the Condominium as they may be from time to time. The beneficial interest in the trust hereunder shall be divided among the Unit Owners in the percentages of undivided beneficial interest pertaining to the Units of the Condominium, as set forth in Section I of Article II hereof. Section 2. The beneficial interest of each Unit of the Condominium shall be held and exercised as a Unit and shall not be divided among several owners of any such Unit. To that end, whenever any of said Units is owned of record by more than one person, the several owners if such Unit shall (a) determine and designate which one of such owners shall be authorized and entitled to cast votes, execute instruments and otherwise exercise the rights appertaining to such Unit hereunder, and (b) notify the Trustees of such designation by a note in writing signed by all of the record owners of such Unit. Any such designation shall take effect upon receipt by the Trustees and may be changed at any time and from time to time by notice as aforesaid. In the absence if any such notice of designation, the Trustees may designate any one such owner for such purposes. ARTICLE V By -Laws The provisions of this Article V shall constitute the By-laws of this trust. Section 1. Powers of the Trustees The Trustees shall, subject to and in accordance with all applicable provisions of said Chapter 183A, have the absolute control and management of the trust property (which term as herein used shall insofar as applicable be deemed to include the common areas and facilities of the Condominium) and shall have the power to dispose of any trust property excepting common areas and facilities as if they were the absolute owners therefor, free from the control of the Unit Owners and, without by the following enumeration limiting the generality of the foregoing or of any item in the enumeration, with full power and uncontrolled discretion, subject only to the limitations and conditions herein and in the provisions of said Chapter 183A, at any time and from time to time and without the necessity of applying to any court or to the Unit Owners for leave so to do: a. To retain the trust property, or any part or parts thereof, in the same form or forms of investment in which received or acquired by them so far and so long as they shall fit, without liability for any loss resulting therefrom; b. To sell, assign, convey, transfer, exchange and otherwise deal with or dispose of, the trust property, or any part or parts thereof, but not the common areas of facilities, free and discharged of any and all trusts, at public or private sale, to any person or persons, for cash or on credit, and in such manner, on such restrictions, stipulations, agreements and reservations as they shall deem proper, including the power to take mortgages to secure the whole of any part of the purchase price of any of the trust property sold or transferred by them, and to execute and deliver any deed or instrument necessary to effectuate the foregoing; C. To purchase or otherwise acquire title to, and to rent, lease or hire from others for terms which may extend beyond the termination of this trust any property or 0 rights to property, real or personal, and to own, manage, use and hold such property and such rights; d, To borrow or in any other manner raise such sum or sums of money or other property as they shall deem advisable in any manner and on any terms, and to evidence the same by notes, bonds, securities or other evidence of indebtedness, which may mature at a time or times, even beyond the possible duration of this trust, and to execute and deliver any mortgage, pledge or other instrument to secure any such borrowing; e. To enter into any arrangement for the use or occupation of the trust property, or any part or parts thereof, including, without limiting the generality of the foregoing, leases, subleases, easements, licenses, or concessions, upon such terms and conditions and with such stipulations and agreements as they shall deem desirable, even if the same extend beyond the possible duration of this trust. To invest and reinvest the trust property, or any part or parts thereof and from time to time and as often as they shall see fit to change investments, including power to invest in all types of securities and other property, of whatsoever nature and however denominated, all to such whatsoever nature and however denominated, all to such extent as to them shall be of a character or in an amount not customarily considered proper for the investment of trust funds of which does not or may not produce income; g. To incur such liabilities, obligations and expenses and to pay from the principal or the income of the trust property in their hands all such sums as they shall deem necessary or proper for the furtherance of the purposes of the trust; h. To determine as to all sums of money and other things of value received by them, whether and to what extent the same shall be charged against principal or against income, including, without hereby limiting the generality of the foregoing, power to apportion any receipt or expense between principal and income, and power to determine what portion, if any, of the actual income received upon any asset purchased or acquired at a premium or any wasting investment shall be added to the principal to prevent a diminution thereof upon the maturity or exhaustion of such asset or investment; i. To vote in such manner as they all think fit any or all shares in any corporation or trust which shall be held as trust property, and for that purpose to give proxies, to any person or persons or to one or more or their number, to vote, waive any notice or otherwise act in respect of any such shares; 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. k. 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. 1. To employ, appoint and remove such agents, managers, officers, board of managers, brokers, employees, servants, assistants and counsel (which counsel may be a firm of which one or more of the Trustees are members) as they shall deem proper for the purchase, sale or management of the trust property, or any part or parts thereof, on for conducting the business of the trust, and may define compensation, and the Trustees shall not be answerable for the acts and defaults of any such person. (including discretionary powers, except that the power to join in amending, altering, adding to, terminating or changing this Declaration of Trust and the trust hereby created as they shall deem proper. Without hereby limiting the generality of the foregoing, the Trustees may designate from their number a Chairperson, a Treasurer, a Secretary, and such other officers as they deem fit, and may from time to time designate one or more of their own number to be the Managing Trustee or Managing Trustees, for the management and administration of the trust, or any parts thereof; and in. Generally, in all matters not herein otherwise specified, to control, manage and dispose of the trust property but not the common areas or facilities, as if the Trustees were the absolute owners thereof and to do any and all acts, including the execution of any instruments, which by their performance thereof shall be shown to be in their judgement for the best interests of the Unit Owners. Section 2. Maintenance and Repair of Units With respect to the Units, all maintenance and replacement of and repairs to any Unit, other than the Common Areas and Facilities contained therein, and to the furniture, furnishings and equipment therein and the maintenance, repair, and replacement of utility fixtures therein servicing the same, including, without limitation, interior finish walls, ceilings and floors; the interior portions of window frames and interior window trim; doors; the interior portions of the door trim; plumbing and sanitary waste fixtures for water and other utilities; electrical fixtures and other utilities services which are contained in and serve such Unit, shall be the responsibility of the Unit Owner or Owners and shall not be a common expense. Section 3. Maintenance, Repair and Replacement of Common Areas and Facilities and Assessment of Common Expenses Thereof The Trustees shall be responsible to arrange for the proper maintenance, repair and replacement of the common areas and facilities of the Condominium and such may be done through the Managing Agent, as hereinafter provided, and any Trustees, or the Managing Agent, or any others who may be so designated by the Trustees, may approve payment of vouchers for such work, and the expenses of such maintenance, repair and replacement shall be assessed to the Unit Owners as common expenses of the Condominium at such times and in such amounts as provided in Section 4 of these By -Laws. Section 4. Common Expenses, Profits and Funds A. The Unit Owners shall be liable for common expenses and shall be entitled to common profits of the Condominium in proportion to their respective percentages of beneficial interest as determined in Article II, Section 1, hereof. The Trustees, may at any time or times distribute common profits among the Unit Owners in such proportions. The Trustees may, to such extent as they deem advisable, set aside common funds of the Condominium as reserve or contingent funds, and may use the funds so set aside for reduction of indebtedness or other lawful capital purpose, or subject to the provisions of the following Paragraphs B and C of this Section 4, for repair, rebuilding or restoration of the trust property or for improvements thereto and the .funds so set aside shall not be deemed to be common profits available for distribution. B. At least thirty (30) days prior to the commencement of each fiscal year of this trust the Trustees shall estimate the common expenses expected to be incurred during such fiscal year together with a reasonable provision for contingencies and reserves, and after taking into account any undistributed common profits from prior years, shall determine the assessment to be made for such fiscal year. The Trustees shall promptly render statements to the Unit Owners for their respective shares of such assessment, according to their percentages of interest in the common areas and facilities, as well as any costs incurred for the maintenance or repair of exterior portions of Buildings or Exclusive Use Easement Areas, and such statements shall be payable within thirty (30) days after the same are rendered. In the event that the Trustees shall determine during any fiscal year that the assessment so made is less than the common expenses actually incurred, or in the reasonable opinion of the Trustees likely to be incurred, the Trustees shall make a supplemental or special assessment or assessments and render statements therefor in the manner aforesaid, and such statements shall be payable and take effect as aforesaid. The Trustees may in their discretion provide for payments of statements in monthly or other installments. The amount of each such statement, together with interest thereon, if not paid when due, at the rate of eighteen (181/o) percent per annum, shall constitute a lien on the Unit of the Unit Owner assessed, pursuant to the provisions of Section 6 of said Chapter 183A. C. The Trustees shall expend common funds only for common expenses and lawful purposes permitted hereby, by the provisions of the Master Deed, and by provisions of said Chapter 183A. D. Notwithstanding the foregoing, until such time as the Declarant has sold Units comprising at least forty-four (44%) percent interest in the beneficial interest as determined in Article II Section 1 hereof, no common expenses assessments shall be made against any Unit Owners. Rather, the Unit Owners of units sold by Declarant shall pay a usage fee to the Trustees to offset the cost of the Unit's share of common expenses, whether said expenses are incurred before or after said time. The common expense assessment shall be billed and become due from all Unit Owners commencing with the first full calendar month after the sale by Declarant of Units comprising at least than forty-four (44%) percent of the beneficial interest in this Trust. Section 5. Rebuilding and Restoration, Improvements A. In the event of any casualty loss to the trust property, the Trustees shall determine in their reasonable discretion whether or not such loss exceeds ten (10%) percent of the value of the Condominium immediately prior to the casualty, and shall notify all Unit Owners of such determination. If such loss as so determined does not exceed ten (10%) percent of such value, the Trustees shall proceed with the necessary repairs, rebuilding or restoration in the manner provided in Paragraph (a) of Section 17 of said Chapter 183A. If such loss as so determined does exceed ten (10%) percent of such value, the Trustees shall forthwith submit to all Unit Owners (a) a form of agreement (which may be in several counterparts) by the Unit Owners V1 authorizing the Trustees to proceed with the necessary repair, rebuilding or restoration, and (b) a copy of the provisions of said Section 17; and the Trustees shall thereafter proceed in accordance with, and take such further action as they may, in their discretion, deem advisable in order to implement the provisions of Paragraph (b) of said Section 17. B. If and whenever the Trustees shall propose to make any improvement to the common areas and facilities of the Condominium, or shall be requested in writing by the Unit Owners holding forty-four (44%) percent or more of the beneficial interest in this trust to make any such improvement, the Trustees shall submit to all Unit Owners (a) a form of agreement (which may be in several counterparts) specifying the improvement or improvements proposed to be made and the estimated cost thereof, and authorizing the Trustees to proceed to make the same, and (b) a copy of the provisions of Section 18 of said Chapter 183A. Upon (a) the receipt by the Trustees of such agreement signed by unit owners holding seventy (70%) percent or more of the beneficial interest or (b) the expiration of ninety (90) days after such agreement was first submitted to the Unit Owners, whichever of said (a) and (b) shall first occur, the Trustees shall notify all Unit Owners of the aggregate percentage of beneficial interest held by Unit Owners who have then signed such agreement. If such percentage equals or exceeds seventy (70%) percent, the Trustees shall proceed to make the improvement or improvements specified in such agreement. C. Notwithstanding anything in the preceding Paragraphs A and B contained, (a) in the event that any Unit Owner or Owners shall by notice in writing to the Trustees dissent from any determination of the Trustees with respect to the value of the Condominium or any other determination or action of the Trustees under this Section 5, and such dispute shall not be resolved within thirty (30) days after such notice, then either the Trustees or the dissenting Unit Owner or Owners may submit the matter to arbitration, and for that purpose one (1) arbitrator shall be designated by the Trustees, one (1) by the dissenting Unit Owner or Owners and a third by the two arbitrators so designated, and such arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association, and (b) the Trustees shall not in any event be obligated to proceed with any repair, rebuilding or restoration, or any improvement, unless and until they have received funds in an amount equal to the estimate of the Trustees of all costs thereof. Section 6. Rules, Regulations, Restrictions and Requirements The Trustees may, at any time and from time to time, adopt, amend and rescind administrative rules and regulations governing the details of the operation and use of the common areas and facilities as are consistent with the provisions of the Master Deed and as are designed to prevent unreasonable interference with the use by the Unit Owners of their Units and of the common areas and facilities. Section 7. Managing Agent The Trustees may appoint a manager or managing agent to administer the Condominium, who shall perform such duties in the administration, management and operation of the Condominium, including the incurring of expenses, the making of disbursements and the keeping of accounts, as the Trustees shall from time to time determine. The Trustees, or such manager or managing agent, may appoint, employ and remove such additional agents, attorneys, accountants or employees as the Trustees may from time to time determine. 8 Section 8. Insurance The Trustees shall obtain and maintain, to the extent available, master policies of insurance of the following kinds, naming the Trust, the Trustees, all of the Unit Owners and their mortgagees as insureds as their interests appear: A. Unless such policies are obtained by the undivided Unit Owners, casualty or physical damage insurance on the Buildings and all other insurable improvements forming part of the Condominium (including all of the Units but not including the furniture, furnishings and other personal property of the Unit Owners therein), together with the service machinery, apparatus, equipment and installations located in the Condominium, and existing for the provision of central services or for common use, in an amount not less than one hundred (100%) percent of their full replacement value (exclusive of foundations) as determined by the Trustees in their judgement, against (1) loss or damage by fire and other hazards covered by the standard extended coverage endorsement, together with coverage for the payment of common expenses with respect to damaged Units during the period of reconstruction, and (2) such other hazards and risks as the Trustees from time to time in their discretion shall determine to be appropriate, including but not limited to vandalism, malicious mischief, windstorm damage, boiler and machinery explosion or damage and plate glass damage. All policies of casualty or physical damage insurance whether obtained by the Trustees or the Unit Owners, shall provide (1) that such policies may not be cancelled or substantially modified without at least thirty (30) days' prior written notice to all of the insures, including each Unit mortgagee and the Trustees, and (2) that the coverage thereof shall not be terminated for nonpayment of premiums without thirty (30) days' notice to all of the insured, including each Unit mortgagee and the trustees. Certificates of such insurance and all renewals thereof, together with proof of payment of premiums, shall be delivered by the Trustees to all Unit Owners and their mortgagees or by the Unit Owners to the Trustees upon request, at least ten (10) days prior to the expiration of the then current policies. B. Comprehensive public liability insurance in such amounts and forms as shall be determined by the Trustees, all of the Unit Owners and any manager or managing agent if the Condominium, with limits of not less than a single limit of $1,000,000.00 for each occurrence, for water damage, legal liability, and with cross liability endorsements to cover liability of any insured to other insured. C. Workmen's Compensation and employer's liability insurance covering any employees of the Trust. D. During such periods, if any, as the condominium is within an area designated by the Federal Emergency Management Agency ("FEMA") as one having special flood hazards the Trustees shall cause to be kept in force flood insurance with respect to the common areas and facilities of the Condominium as well as all of the Units, in the maximum amount obtainable under the subsidized insurance program created pursuant to the Flood Disaster Protection Act of 1973, as E amended, but in no event more than the full replacement Value of the Condominium. E. Such other insurance as the trustees shall determine to be appropriate. F. The cost of such insurance except as hereinafter provided, shall be deemed a common expense assessable and payable as provided in Sections 3 and 4 of these By-laws. Such Master Policies shall provide that all casualty loss proceeds thereunder shall be paid as insurance Trustees under these by -Laws. The sole duty of the Trustees as insurance Trustees shall be to receive such proceeds as paid, and to hold, use and disburse the same for the purposes stated in this Section and in Section 5 of these by-laws. If repair and restoration of the damaged portions of the Condominium is to be made, all insurance loss proceeds shall be held in shares for the Trust and the owners of damaged Units in proportion to the respective costs of repair or restoration of the damaged portions of the common areas and facilities and of each damaged Unit, with each share to be disbursed to defray the respective costs of repair or restoration of the damaged common areas and facilities and damaged Units, and with any excess of any such share of proceeds above suck cost of repair or restoration to be paid to the Trust, or Unit Owner, or mortgagee, as their interests may appear, for whom held upon completion of repair or restoration; but if pursuant to Section 5 of these by-laws restoration or repair is not to be made, all insurance - loss proceeds shall be held as common funds of the Trust. Such master policies shall contain, except for arson or fraud, (1) waivers or subrogation as to any claims against the Trust, the Trustees and their agents and employees, and against the Unit Owners and their respective employees, agents, and guests, (2) waivers of any defense based on the conduct of any insured, and (3) provisions to the effect that the insurer shall not be entitled to contribution as against casualty insurance which may be purchased by individual Unit Owners as hereinafter permitted. Section 9. Sale or other Disposition of Units Any right of first refusal with respect to the sale or other disposition of Units which may hereafter be adopted by amendment to the Master Deed, which provisions shall be incorporated herein by reference, shall be exercised by the Trustees. In the event that the Trustees shall elect to purchase or lease a Unit pursuant to any such provisions, the purchase price (or rental) and the costs thereof shall constitute common expenses and the Trustees may expend common funds therefor. Section 10. Meetings A. The Trustees shall meet annually on the date of the annual meeting of the Unit Owners and at such meeting may elect the Chairperson, Treasurer, Secretary or other officers hereinbefore provided for. Other meetings may be called by any two (2) Trustees and in such other manner as the Trustees may establish, provided, however, that written notice of each meeting stating the place, day and hour thereof shall be given at least two (2) days before such meeting to each Trustee which notice may be waived in writing signed by all the Trustees. Such meetings shall be conducted in accordance with such rules as the Trustees may adopt. B. There shall be an annual meeting of the Units Owners on the second Saturday in 10 September in each year at 2:00 P. M. at such reasonable place and time as may be designated by the Trustees by notice given to the Unit Owners at least seven (7) days prior to the date so designated. Special meetings of the Unit Owners may be called at any time by the Trustees and shall be called by them upon the written request of Unit Owners entitled to more than fifty-one (51) percent of the beneficial interest hereunder. Written notice of any such meeting designating the place, day and hour thereof shall be given by the Trustees to the Unit Owners at lease seven (7) days prior to the date so designated. At the annual meeting of the Unit Owners the Trustees shall submit reports of the management and finances of the Condominium. Whenever at any meeting the Trustees propose to submit to the Unit Owners any matter with respect to which approval of or action by the Unit Owners is necessary or appropriate, the notice of such meeting shall reasonably specify such matter. Section 11. Notices to Unit Owners Every notice to any Unit Owner required under the provisions hereof, or which may be deemed by the Trustees necessary or desirable in connection with the execution of the trust created hereby or which may be ordered in any judicial proceeding shall be deemed sufficient and binding if a written or printed copy of such notice shall be given by one or more of the Trustees to such Unit Owner by mailing it, postage prepaid, and addressed to such Unit Owner at his or her address as it appears on the records of the Trustees, at least seven (7) days prior to the date fixed for the happening of the matter, thing or event of which such notice is given. Any notice sent to the Unit Owner hereunder will also be sent to any mortgagee of such Unit who so requests in writing and includes a stamped, self-addressed envelope, but failure to send such notice shall not affect any right or liability herein or in the Master Deed contained. Section 12. Inspection of Books; Reports to Unit Owners Books, accounts and records of the Trustees shall be open to inspection to any one or more of the Trustees and the Unit Owners at all reasonable times. The Trustees shall, as soon as reasonably possible after the close of each fiscal year, or oftener if convenient to them, submit to the Unit Owners a report of the operations of the Trustees for such year which shall include financial statements in such summary form and in only such detail as the Trustees shall deem proper. Any person who has been fumished with such report and shall have failed to object thereto by notice in writing to the Trustees given by registered mail within a period of one (1) month of the date of the receipt by him shall be deemed to have assented thereto. Section 13. Checks, Notes, Drafts and Other Instruments Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the names of the Trustees or of the Trust may be signed by any one (1) Trustee, or by any person or persons to whom such power may at any time or from time to time be delegated by not less than a majority of the Trustees. ARTICLE VI Rights and Obligations of Third Parties Dealing with the Trustees Section 1. No purchaser, mortgagee, lender or other person dealing with the Trustees as they then appear of record in said Registry District shall be bound to ascertain or inquire 11 further as to the persons who are then Trustees hereunder, or be affected by any notice, implied or actual, otherwise than by a certificate thereof, and such record or certificate shall be conclusive evidence of the personnel of said Trustees and of any changes therein. The receipt of the Trustees, or any one or more of them, for moneys or things paid or delivered to them or him shall be effectual discharges therefrom to the persons paying or delivering the same and no person from whom the Trustees, or any one or more of them, shall receive any money, property or other credit shall be required to see to the application thereof. No purchaser, mortgagee, lender or other person dealing with the Trustees or with any real or personal property which then is or formerly was trust property shall be bound to ascertain or inquire as to the existence or occurrence of any event or purpose in or for which a sale, mortgage, pledge or charge is herein authorized or directed, or otherwise as to the purpose of regularity of any of the acts of the Trustees, or any one or more of them, purporting to be done in pursuance of any of the provisions or powers herein contained, or as to the regularity of the resignation or appointment of any Trustee, and any instrument of appointment of a new Trustee or resignation of an old Trustee purporting to be executed by the Trustees, Unit Owners or other persons herein required to execute the same, shall be conclusive evidence in favor of any such purchaser or other person dealing with Trustees of the matters therein recited relating to such discharge, resignation or appointment or the occasion thereof. Section 2. The recourse shall at any time be had under or upon any note, bond, contract, order, instrument, certificate, undertaking, obligation, covenant, or agreement, whether oral or written, made, issued or executed by the Trustees or by any agent or employee of the Trustees, or by reason of anything done or omitted to be done by or on behalf of them or any of them, against the Trustees individually, or against any such agent or employee, or against any beneficiary, either directly or indirectly, by legal or equitable proceeding, or by virtue of any suit or otherwise, and all persons extending credit to, contracting with or having any claim against the Trustees, shall look only to the trust property for payment of any under such contract or claim for the payment of any debt, damage, judgement or decree, or of any money that may otherwise become due or payable to them from the Trustees, so that neither the Trustees nor the beneficiaries, present or future, shall be personably liable therefor; provided, however, that nothing herein contained shall be deemed to limit or impair the liability of Unit Owners under provisions of Section S of Article III hereof or under provisions of Chapter 183A. Section 3. Every note, bond, contract, order instrument, certificate, undertaking, obligation, covenant or agreement, whether oral or written, made. issued or executed by the Trustees, or by any agent or employee of the Trustees, shall be deemed to or by any agent or employee of the Trustees, shall be deemed to have entered into subject to the terms and conditions, provisions and restrictions hereof, whether or not express reference shall have been made to this instrument, Section 4. This Declaration of Trust and any amendments hereto and any certificate herein required to be recorded and any other certificate or paper signed by said Trustees or any of them which it may be deemed desirable to record shall be recorded with said Registry of Deeds and such record shall be deemed conclusive evidence of the contents and effectiveness thereof according to the tenor thereof; and all persons dealing in any manner whatsoever with the Trustees, the trust property or any beneficiary thereunder shall be held to have notice of any alteration or amendment of this Declaration of Trust, or change of Trustee or Trustees, when the same shall be recorded with said Registry of Deeds. Any certificate signed by the Trustees in office at the time or any two (2) of them, setting forth as facts any matters affecting the trust, 12 including statements as to who are the beneficiaries, as to what action has been taken by the beneficiaries, and as to matters determining the authority of the Trustees to do any act, when duly acknowledged and recorded with said Registry of Deeds shall be conclusive evidence as to the existence of such alleged facts in favor of all third persons, including the Trustees, acting in reliance thereon. Any certificate executed by any two (2) Trustees hereunder, setting forth the existence of any facts, the existence of which is necessary to authorize the execution of any instrument or the taking of any action by such Trustee or majority, as the case may be, shall, as to all persons acting in good faith in reliance thereon be conclusive evidence of the truth of the statements made in such certificate and of the existence of the facts therein set forth. ARTICLE VII Amendments and Termination Section 1. The Trustees, with the consent in writing of Unit Owners entitled to not less than seventy (70%) percent of the beneficial interest hereunder, 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, the Trustees first, however, being duly indemnified to their reasonable satisfaction against outstanding obligations and liabilities; provided always, however that no such amendment, alteration, addition or change (a) according to the purport of which the percentage of the beneficial interest hereunder of any Unit Owner would be altered or in any manner or to any extent whatsoever modified or affected, so as to be different from the percentage of the individual interest of such Unit Owner in the common areas and facilities as set forth in the Master Deed, or (b) which would render this trust contrary to or inconsistent with any requirements or provisions of said Chapter 183A, shall be valid or effective. Any amendment, alteration, addition or change pursuant to the foregoing provisions of this paragraph shall become effective upon the recording with said Registry of Deeds of any instrument of amendment, alteration, addition or change, as the case may be, signed, sealed and acknowledged in the manner required in Massachusetts for the acknowledgement of deeds, by any two (2) Trustees, setting forth in full the amendment, alteration, addition or change and reciting the consent of the Unit Owners 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 Declaration of Trust upon obtaining the necessary consent as hereinbefore provided. Section 2. The Trust hereby created shall terminate only upon the removal of the Condominium from the provisions of said Chapter 183A in accordance with the procedure therefor set forth in Section 19 of said Chapter. Section 3. Upon the termination of this Trust, the Trustees may, subject to and in accordance with provisions of said Chapter 183A, sell and convert into money the whole of the trust property, or any part or parts thereof, and, after paying or retiring all known liabilities and obligations of the Trustees and providing for indemnity against any other outstanding liabilities and obligations, shall divide the proceeds thereof among, and distribute in kind, at valuations made by them which shall be conclusive, all other property then held by them in trust hereunder, to the Unit Owners according to their respective percentages of beneficial interest hereunder. And in making any sale under this provision the Trustees shall have power to sell by public 13 auction or private contract and to buy in or rescind or vary any contract of sale and to resell without being answerable for loss and, for said purposes, to do all things, including the execution and delivery of instruments, as may be their performance thereof be shown to be in their judgement necessary or desirable in connection therewith. The powers of sale and all other powers herein given to the Trustees shall continue as to all property at any time remaining in their hands or ownership, even though all times herein fixed for distribution of trust property may have passed. ARTICLE VIII Construction and Interpretation In the construction hereof, whether or not so expressed, words used in the singular or in the plural respectively include both the plural and singular, words denoting males include females, and words denoting persons include individuals, firms, associations, companies (joint stock or otherwise), trusts and corporations unless a contrary intention is to be inferred from or required by the subject matter or context. The cover, title, headings of different parts hereof, the table of contents and the marginal notes, if any, are inserted only for convenience of reference and are not to be taken to be any part hereof or to control or affect the meaning, construction, interpretation or effect hereof. All the trusts, powers and provisions herein contained shall take effect and be construed according to the law of the Commonwealth of Massachusetts. Unless the context otherwise indicates, words defined in said Chapter 183A shall have the same meaning herein. 14 IN WITNESS WHEREOF, the aforesaid Trustees have hereunto set their hands and seals on the day and year first hereinabove set forth. RALPH CROSSEN, Trustee MARY CROSSEN, Trustee COMMONWEALTH OF MASSACHUSETTS BARNSTABLE, ss On this day of , 2006, before me, the undersigned notary public, personally appeared Ralph Crossen and Mary Crossen, Trustees as aforesaid personally known to me to be the persons whose names are signed on the preceding or attached document, and acknowledged to me that they signed it voluntarily for its stated purpose. Daniel M. Creedon, III, Notary Public My Commission Expires: 4/I4/11 15