Your Business Pak/BusinessPak2.iso/Pca/_SETUP.1/BSNTRUST.BLD

Text File | 1997-07-22 | 12KB | 363 lines

#100
@001 Enter the name of the TRUSTEES:
~Enter the name of the trustee or trustees who will operate the
~business trust.
@002 Enter the property contributed to the trust:
~Enter a description of the property which is being given by the
~beneficiaries to the business. If lengthy, refer to an exhibit.
@003 Enter the name of the trust:
~Enter the name of the business trust.
@004 Enter the location of principal office of the trust:
~Enter the city and state where the business trust is located.
!005 Enter maximum amount of capital for the trust in numerals:
~Enter, in dollar format, the maximum capital that the trust will
~manage.
@200 Enter the number of TRUSTEES:
~Enter, as a numeral, the number of trustees.
#end control section
#100

       COMPOSITE DECLARATION AND BUSINESS TRUST AGREEMENT


     @001, referred to as TRUSTEES, herewith establish and
declare the following trust:


     Trustees declare that all property, income, and profit now
held or acquired after the effective date of this agreement shall
be controlled by them for the benefit of such person as may from
time to time be owners of certificates of shares having
beneficial  interests in this trust estate, in a way which is
set forth in this instrument and any amendments to this
instrument.

     The property that will be subject to the terms of this
agreement consists of the following:

@002


                    TYPE OF TRUST


     It is hereby declared this trust shall be a Business
Trust and not be known otherwise.


                    NAME AND LOCATION


     The adopted business name of the trust shall be @003, and in
this name they make and execute contracts and all types and kinds
of instruments, conduct business, acquire and convey real and
personal property, and sue and be sued.


     The principal office of the trust shall be at @004, unless
and until it is changed by the trustees.


     The trustees may establish branch offices or places of
business they determine to be in the best interest of the trust.



                    CAPITAL STOCK AND SHARES


     The trust shall have the authority to accept up to $ @005
(!005 dollars) in capital contributions and the Trustees may sell
or exchange shares for such sums or consideration, and on such
terms as they deem appropriate for the trust.


     The shares shall be personal property and shall entitle
owners of such shares to participate in all dividends and other
distributions of income or principal in the proportion of the
number of shares they hold to the number of shares issued and
outstanding.


     Any trustee may acquire, hold or dispose of shares in the
trust in the same way if he or she were not a trustee and without
affecting in any way their power or status.


                         TRANSFER OF SHARES


     All shares of the trust shall be in writing and transferable
by an appropriate instrument only.


     The person whose name appears as the owner of such shares in
the books of the trusts, shall be deemed absolute owner of such
shares and until the existing certificate of shares is
surrendered and transfer is recorded, the trustees shall not be
affected by any notice.


     Any person acquiring stock through the result of bankruptcy
or death shall receive a new certificate for the share(s) and be
recorded in the trust's books. Until evidence is produced and the
existing certificate produced to the trustees, the trustees shall
not be affected by any other notice of the change of title.


     In the event of a death of one of the shareholders the
shareholder's heirs, legatees, or legal representatives of the
descendent shall succeed to his or her rights.


               LOSS OR DESTRUCTION OF CERTIFICATE


     A new certificate may be issued in place of an old one upon
provision of a surety bond or upon such other terms and
conditions as are proper and necessary.



                   INSPECTION OF STOCK RECORDS


     The stock books shall be open for inspection by any
shareholder or their representative or agent at all reasonable
times.


                            DIVIDENDS


     Trustees may distribute net earnings received by them in
their own discretion, and when they deem it to be proper and
advisable.


                     RIGHTS OF SHAREHOLDERS

     The rights of shareholders and transferees and other persons
becoming entitled to heirs of the trust shall be subject to the
all the terms and conditions of this declaration of trust.


     No shareholder shall have the right to manage or control the
property, affairs, or business of the trust, or any power to
control trustees in these respects or the right to an accounting
or partition of the trust property during the duration of the
trust.


                   LIABILITIES OF SHAREHOLDERS


     Shareholders shall not be liable for any assessment, and
trustees shall have no power to bind the shareholders personally.


     No amendment shall be made to this declaration increasing
the liability of the shareholder without the written consent of
all the shareholders.


     Every document and correspondence executed by the trustees
shall have in writing a stipulation which holds the shareholders
not liable for any debt, demand, or liability incurred in
connection with the document. However, failure of the stipulation
to appear does not render any shareholder personally liable.


               SHAREHOLDERS MEETINGS AND ELECTIONS


     Shareholders shall meet annually on the anniversary date of
the declaration of this trust, or if said day is a legal holiday,
on the next business day thereafter, at the principal office of
the trust, or such other place as the Trustees may establish.


     The Trustees may call special meetings of the shareholders
at any time. Trustees are responsible for notifying all the
shareholders of any special meeting and its nature of business
and the meeting shall pertain only to the business specified in
the notice of special meeting.


     Notice will be deemed properly delivered if mailed or
delivered to the shareholder's address contained in the trust's
books.


     The President named by the trustees shall preside at all
the meetings. The shareholders shall be entitled to one vote per
share and may vote by proxy. Thirty-three per cent of all
outstanding shares shall constitute a quorum.


            NUMBER, ELECTION, AND TENURE OF TRUSTEES


     There shall be @200 trustees. The term of any trustee
and their successors shall be for a term of one year, or until
their successors are elected.


     The death, resignation, incapacity, or removal of any
trustee shall not terminate this trust.


     Any vacancy shall be filed by the remaining trustees until
the end of term.

     New trustees shall be elected yearly by the shareholders at
the annual meetings.


      A Trustee may be removed by a majority vote of the other
trustees when they deem it is necessary and appropriate to do
so. Written notification of any such vote shall be given to each
trustee at least 15 days prior to the meeting, but no such notice
is necessary for regular meetings of trustees.


                      MEETINGS OF TRUSTEES


     Meetings for the trustees shall be held at regular intervals
to be established by the trustees. After the election of trustees
provided for herein the trustees shall hold an initial meeting at
which time they shall establish the time for meetings. A majority
of the trustees shall constitute a quorum, and an absent
trustee's vote shall not be necessary to carry out any matter
voted on at a meeting which holds a quorum.


                   WRITTEN REPORTS BY TRUSTEES


     A written report shall be prepared annually showing
operations during the preceding fiscal year, receipts,
disbursements, and earnings, and the assets and conditions of the
trust estate.



                       OFFICERS AND AGENTS


     Trustees shall appoint from among their number a President,
Treasurer, and Secretary and shall perform such duties which are
characteristic with that position. The terms and conditions of
the positions shall be set forth by the trustees. The removal of
a trustee from any such a position shall not affect his or her
status as a trustee unless voted on otherwise.


                    COMPENSATION OF TRUSTEES


     Trustees shall be compensated as they deem reasonable and
proper. They shall fix the compensation, if any, of all officers
and agents appointed by them.


          GENERAL FUNCTIONS AND POWERS OF THE TRUSTEES


     Trustees hold legal title, as if they were absolute owners,
to all the property at any time belonging to the trust and have
absolute control of such property subject to the limitation in
this trust. Trustees also have the right to acquire property for
the trust as they see proper and necessary to benefit the trust.


     Trustees may sue and be sued and prosecute and defend any
and all actions affecting the trust or its business or property,
either in the name of the trust or their own names.


     Trustees may adopt and enforce such bylaws or rules and
regulations, not consistent with the provisions of this
instrument they deem to be expedient.


                    APPLICATION OF TRUST FUNDS


     Any action or thing carried out by a trustee with authority
from trustees, officers, or agents shall be deemed to be within
the purposes of this trust and within the powers of the trustees.


                    LIABILITY OF TRUSTEES


     A trustee shall only be responsible for their own actions
and not that of the trustees, but shall not be liable for any
negligence or error in judgment, or for any act or omission,
except for his or her own willful breach of trust.


     A trustee shall not be required to give any bond or surety
to secure the performance of the trust.


     Every act or thing done or omitted by a trustee shall be in
the interest of the trust and for his or her own interest.


     A trustee shall not be personally liable for an act or duty
carried out on behalf of the trust and a stipulation to this
effect may be inserted into any document and an omission of such
a stipulation shall not deem a trustee personally responsible.
Any claim against a trustee who acted in the interest of the
trust shall be against the property of the trust and not the
trustee personally. A trustee is indemnified by and reimbursed
from any personal liability, loss, or damage incurred or suffered
while performing any act or duty authorized or permitted by the
declaration of trust or any amendment to this declaration: but
such indemnity shall be limited to the trust estate.


                           AMENDMENTS

     This document may be amended, except in regards to the
liability of the shareholders, with the consent of the owners of
at least 66%  of the shares. All shareholders must be notified of
any meeting which holds such a matter, at the address held in the
trust's books.


                    DURATION AND TERMINATION


     This trust shall last for a period of 10 years from the date
of this instrument, unless terminated earlier.


     This trust may be terminated by the trustee with the consent
of the owners of at least 66%  of the shares. All shareholders
must be notified of any meeting which holds such a matter, at the
address held in the trust's books.


     On the termination of this trust by any cause, trustees
shall liquidate the trust estate, wind up the affairs of the
trust, and dispose of its property and assets at public or
private sales, and, after discharging all legal obligations of
the trust, shall distribute the proceeds among the shareholders
in proportion to their interest.



Dated: ________________________






___________________________________

TRUSTEES