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Association, its property or any part thereof, reference shall be made to this agreement; and the person, firm or corporation so contracting with the Board of Governors shall look only to the funds and property legal and equitable of this Association for the payment of any debt, damage, judgment or decree or of any money that may become due and payable in any way by reason of the contract or undertaking; and neither the Board of Governors nor the shareholders or members present or future shall be personally liable therefor or for any debt incurred or engagement or contract made by said Board of Governors. (2) The Board of Governors may fix and regulate their own time and place of meeting and a majority thereof shall constitute a quorum and possess and exercise all the powers of a full Board.

(3) The Board of Governors shall whenever they may be so minded convene all of the registered share or certificate holders in general meeting without specifying the purpose thereof upon notice to that effect deposited in the Post Office at the place of the general offices of the Association addressed to each shareholder at his registered Post Office address, ten days before the date of the proposed meeting; and the majority of the shares present or represented at any such meeting so called, shall have and exercise the right, power and authority of the entire body of share or certificate holders.

(4) The share or certificate holders shall meet annually on the second Tuesday of each year without further notice to consider the affairs of the Association and transact such business as may then be inaugurated by them or that may be submitted for their consideration by the Board of Governors. At each meeting of the share or certificate holders, each member present or represented by duly accredited agent or attorney shall be entitled to cast as many votes upon any proposition as he may have shares of membership interest.

(5) At any meeting of members, By Laws may be passed or amended by a majority of those present or represented; and any amendment may be made to this agreement by a vote of three-fourths of those present or represented.

(6) The Board of Governors may from time to time declare and pay such dividends from the earnings of the Association as they deem expedient.

OFFICERS AND THEIR DUTIES

PRESIDENT AND VICE PRESIDENT

The President or in his absence the Vice President shall sign all certificates of membership, preside at all meetings of the members of the Board of Governors and shall do and perform and render such

acts and services as the Board of Governors shall prescribe and require and shall receive such compensation for services as may from time to time be fixed upon by the Board of Governors.

SECRETARY

The Secretary shall countersign all certificates of membership and shall keep such minutes, records and books as the Board of Governors may require, attend all meetings of the Board of Governors and render such services as may be imposed upon him.

TREASURER

The Treasurer shall perform such duties as the Board of Governors may impose upon him.

TITLE TRUSTEES

The members of the Board of Governors appointed to hold the title to all property of the Association shall at all times be subject to the orders of the Board of Governors who may any time and for any cause remove any or all of them from office and appoint and devolve upon other members of the Board of Governors the duties and functions of the office. In the case of the death, resignation or other disability of any such Trustee, the Board of Governors may fill the vacancy caused thereby.

DISSOLUTION

This Association shall continue for a period of Fifty years from the date of the execution thereof unless sooner dissolved by the vote of the majority of membership certificates or shares.

IN WITNESS WHEREOF we have hereunto set our respective signatures and attached our several seals, this the 2nd day of April, 1910. HENRY C. PIERCE,

S. W. FORDYCE,

SAMUEL W. FORDYCE, Jr.,

GEORGE T. PRIEST,

ROBT. E. MOLONEY,

HENRY W. ALLEN,

JOHN H. HOLLIDAY,

(seal)

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FORM OF DECLARATION OF TRUST ESTABLISHING A HOLDING COMPANY 1

AGREEMENT AND DECLARATION OF TRUST OF THE

MASSACHUSETTS ELECTRIC COMPANIES

Dated June 29, 1899.

THIS AGREEMENT, made this twenty-ninth day of June, A. D. 1899, by and between E. Rollins Morse, Henry Russell Shaw, Robert W. Emmons, 2d, and George W. Parker, co-partners under the firm name of E. Rollins Morse and Brother, and William A. Tucker, S. Reed Anthony, Philip L. Saltonstall and Nathan Anthony, copartners under the firm name of Tucker, Anthony and Company, together with their assigns, herein designated as the "SUBSCRIBERS," and Gordon Abbott, Charles Francis Adams, 2d, S. Reed Anthony, John N. Beckley, Amos F. Breed, Everett W. Burdett, Charles E. Cotting, Eugene N. Foss, Walter Hunnewell, Stillman F. Kelley, E. Rollins Morse, Richard Olney, Percy Parker, S. Endicott Peabody, and Philip L. Saltonstall, together with their successors, herein designated as the "TRUSTEES," witnesseth: That

WHEREAS the subscribers propose to transfer, assign, and deliver to the Trustees, under the designation of "MASSACHUSETTS ELECTRIC COMPANIES," certain shares of the capital stock and other securities of sundry street railways and other companies and contracts to purchase the same and also other property, as shown in a schedule identified by the signatures of the parties hereto and filed with the Trustees; and the Trustees for the purpose of defining the interests of the Subscribers and their assigns in such property, have agreed to issue to the Subscribers negotiable certificates for two hundred and forty thousand (240,000) shares, of which one hundred and twenty thousand (120,000) shall be preferred and one hundred and twenty thousand (120,000) shall be common, each share to be expressed of the par value of one hundred ($100) dollars, and all of said shares to be issued to the Subscribers in the following proportions, viz.:

To said E. Rollins Morse and Brother, or order, 60,000 preferred shares and 60,000 common shares; to said Tucker, Anthony & Company, or order, 60,000 preferred shares and 60,000 common shares.

Now, THEREFORE, the Trustees hereby declare that they will hold said property so to be transferred to them, as well as all other prop1Quoted from Trust Estates as Business Companies, by John H. Sears.

erty which they may acquire as such Trustees, together with the proceeds thereof, in trust, to manage and dispose of the same for the benefit of the holders, from time to time, of the certificates of shares issued hereunder, according to the priorities expressed in said certificates, and in the manner and subject to the stipulations herein contained, to wit:

First. The Trustees, in their collective capacity, shall be designated, so far as practicable, as the "MASSACHUSETTS ELECTRIC COMPANIES," and under that name shall, so far as practicable, conduct all business and execute all instruments in writing, in performance of their trust.

Second. The Trustees shall always be fifteen in number, and of the Trustees herein mentioned by name, S. Reed Anthony, Everett W. Burdett, E. Rollins Morse, S. Endicott Peabody, and Philip L. Saltonstall, shall hold office until the first annual meeting of the shareholders; Gordon Abbott, John N. Beckley, Amos F. Breed, Walter Hunnewell, and Stillman F. Kelley, shall hold office until the second annual meeting of the shareholders; and Charles Francis Adams, 2d, Charles E. Cotting, Eugene N. Foss, Richard Olney, and Percy Parker, shall hold office until the third annual meeting of the shareholders; except that said Trustees, as well as any Trustees hereafter elected, shall in all cases hold office until their successors have been elected and accepted this trust.

The shareholders shall, at each annual meeting, or adjournment thereof, elect five Trustees to serve for the term of three years next ensuing. In case of death, resignation, or inability to act of any of said Trustees, the remaining Trustees shall accept any resignation and fill any vacancy for the unexpired term. As soon as any Trustees elected by the shareholders or by the remaining Trustees to fil! a vacancy have accepted this trust, the trust estate shall rest in the new Trustees or Trustee, together with the continuing Trustees, without any further act or conveyance.

Third. The Trustees shall hold the legal title to all property at any time belonging to their trust, and shall have and exercise the exclusive management and control of the same; they shall assume all contracts for and obligations and liabilities in connection with or growing out of the purchase of the stock or securities assigned to them by the Subscribers and mentioned in the annexed schedule, and to the extent and value of such stock and securities, but not personally, shall agree to hold the Subscribers and any person associated or acting with them harmless and indemnified from and against any loss, cost, expense, or liability upon, by reason of, or in connection with, any such contract, obligation or liability; they may adopt and

use a common seal; they shall have power to vote in person or by proxy upon all shares of stock at any time belonging to the trust, and to collect, receive, and receipt for the dividends thereon, and may contract with each or any of the controlled companies in respect of any matter or matters relating to the operation of the road or the conduct of the business of any such company or companies, to collect, sue for, receive and receipt for all sums of money at any time coming due to said trust; to employ counsel to begin, prosecute, defend and settle suits at law, in equity or otherwise, and to compromise or refer to arbitration any claims in favor of or against the trust; they may also, with the consent of not less than ten of their number given at a meeting called for that purpose, but not otherwise, exchange, upon such terms as may be agreed upon, the stock or securities held by them in any corporation for the stock or securities of any other corporation, taking over the property of such corporation by consolidation or otherwise; and with such consent, but not otherwise, may loan money to any corporation of which they may own a majority of the capital stock, and may subscribe for or acquire additional stock or the securities or obligations of such corporations; and with such consent, but not otherwise, may subscribe for, purchase, and acquire shares in the capital stock of any corporation (1) owning or operating railways or railroads, or engaged in the business of transporting merchandise, mails or express matter, or (2) engaged in whole or in part in supplying light, heat, power or other public service, or (3) manufacturing, selling or repairing machines, equipments, supplies or other articles used by corporations of either or both the classes above named, or (4) engaged in the business of insuring corporations of any or all of the foregoing classes against loss by fire or casualty, or (5) engaged in the business of advertising in the cars or upon the premises of railways, or railroad companies; and with such consent, but not otherwise, may borrow money for any of the purposes aforesaid. With the consent of the holders of at least two-thirds of each class of shares outstanding, at a meeting called for that purpose, but not otherwise except as herein otherwise provided, the Trustees may sell, mortgage, pledge, encumber, or dispose of any shares or stock securities or other property from time to time held by them upon such terms and for such purposes as the shareholders at such meeting may approve.

So far as strangers to this trust are concerned, a resolution of the Trustees authorizing a particular act to be done shall be conclusive evidence in favor of such strangers that such act is within the powers of the Trustees, and no purchaser from the Trustees shall be bound to see the application of the purchase money or other con

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