"An agreement and declaration of trust made the eighth (8th) day of August, A. D. 1912, by and between Edgar W. Martin, of Barrington, in the county of Bristol, and William A. Copeland and Lawrence C. Martin, both of Providence, in the county of Providence, all in the state of Rhode Island, and George W. Bleecker, of Chicago, in the county of Cook, and state of Illinois, trustees of the Martin-Copeland Company, for the purpose of enabling the holders of trust shares hereunder to distribute the advantages and risks of their investments over different securities and business enterprises in a way ordinarily possible to investors, and to that end to hold as a common or joint investment for the common and equal benefit of the shareholders, ratably, according to their several holdings of shares, the personal property, transferred or conveyed to, vested in, or acquired by the trustees under this agreement, and to invest and reinvest such money and funds as may be paid to the trustees or be realized by them from the disposition of shares issued hereunder, in such manner and in such business enterprises, securities, and personal property as under the terms of this instrument shall be permissible, and in the judgment of the trustees exercised under the powers given them by this instrument shall tend to enhance the value of the shares issued hereunder as investments; and the said trustees hereby declare that they will hold all property acquired by them at any time as trustees hereunder, with the proceeds thereof, in trust, to manage and dispose of the same, and to collect, receive, and distribute the income and profits thereof, for the benefit of the holders from time to time of the certificates of shares or evidences of interest issued and outstanding hereunder, in the manner and subject to the provisions of this agreement.
"Title and Location of Trust.
"(1) The trustees of these presents may be collectively designated as 'Martin-Copeland Company,' and the title of trustee or trustees hereunder shall be 'Trustee of the Martin-Copeland Company,' or 'Trustees of the Martin-Copeland Company,' as the case may be, and their principal place of business shall be at Providence aforesaid.
"(2) The trustees under this agreement are the said Edgar W. Martin, William A. Copeland, Lawrence C. Martin, and George W. Bleecker; but the term 'the trustees,' whenever hereinafter used, shall mean the trustee or trustees hereunder for the time being, whether original or substituted; and any property at any time conveyed, transferred, or assigned to the trustee or trustees hereunder, or otherwise acquired by them, shall be held by them as trustees under this agreement.
"(3) The term 'shareholder,' used in this agreement, shall mean holder of record of the share receipt or share certificate from the trustees hereunder.
"Issue of Shares.
"(4) The trustees under this agreement shall as such have power to issue preferred shares and common shares of the par value of one hundred ($100) dollars each.
"The trustees may issue preferred shares in an amount which shall not exceed in aggregate two hundred thousand ($200,000) dollars par value, and sell the same at public or private sale, or exchange for other shares, securities, contracts, services, or personal property upon
such terms and for such prices and considerations as they may deem expedient.
"The trustees may issue common shares in an amount which shall not exceed in aggregate two hundred thousand ($200,000) dollars par value, and sell the same at public or private sale or exchange for other shares, securities, contracts, services, or personal property upon such terms and for such prices and considerations as they may deem expedient.
"Any trustee may acquire, hold, and dispose of shares in the trust in his individual name and on his personal account, or jointly with others, or as a member of a firm, without being disqualified to act as trustee, and while so owning and holding such shares on his personal account shall be entitled to the same rights and privileges as any other shareholder.
"(5) The trustees shall issue preferred and common share certificates in such form as they shall deem best for each sum of one hundred ($100) dollars or for its equivalent paid to them under this agreement. No share certificate shall be issued for any fraction of a share.
"Transfer of Shares.
"(6) Every transfer of any share (otherwise than by operation of law) shall be in writing under the hand of the transferror, and upon delivery thereof, with the existing certificate for such share, to the trustees, or their transfer agent, shall be recorded in the trust books, and a new certificate therefor shall be given to the transferee, which new certificate and the holder thereof shall thereupon become subject to this agreement. In case of a transfer of only a part of the shares mentioned in any certificate, a new certificate for the residue thereof shall be given to the transferror. Until the existing certificate shall be so delivered and transfer recorded, the transferror shall be deemed to be the holder of the share or shares comprised therein for all the purposes of the trust hereof, and the trustees shall not be affected by any notice of the transfer.
"In case of the loss or destruction of a share certificate issued hereunder as aforesaid, another may be issued in its place by the trustees, under such conditions as they may deem expedient.
"(7) Any person becoming entitled to any share in consequence of the death, bankruptcy, or insolvency of any shareholder, or in any other way than by a transfer in accordance with the preceding paragraph, shall be recorded in the trust books as the holder of the said share, and receive a new certificate for the same, upon production of the proper evidence thereof and delivery of the existing certificate to the trustees, or their transfer agent, which new certificate and the holder thereof shall thereupon become subject to this agreement. Until such evidence shall be produced, and the existing certificate shall be delivered to the trustees, they shall not be affected by any notice of the change in title.
"Title of Shares.
"(8) All shares shall give only the rights in this agreement and in certificate thereof specifically set forth, and a shareholder, or upon the death, bankruptcy, or insolvency of any shareholder, the person or persons succeeding to his interest as legal representatives, assignees, or otherwise, shall have no right to call for any accounting or division of property or profits.
"General Powers and Duties of Trustees.
"(9) The trustees under this agreement shall have the sole legal title to all property, in any part of the United States of America, or in any foreign country, at any time held, acquired, or received by them as trustees under the terms of this agreement, or in which the shareholders under this agreement shall have any beneficial interest as such shareholders, and they shall have and exercise the exclusive management and control of the same, in any manner that they shall deem for the best interests of the shareholders, with all the rights and powers of absolute owners thereof. They may sell, exchange, mortgage, pledge, or in any other way dispose of or deal with the property of the trust, or any part thereof, or interest therein, upon such terms as they see fit, and take in payment or exchange therefor cash, securities, property, or notes, and obligations of any kind or description; may adopt and use a common seal; may manufacture, buy, sell, and otherwise deal in precious stones, chains, jewelry, lenses, optical goods and kindred articles, machinery, materials, and articles of all kinds which shall be capable of being used for such purposes, and may purchase or otherwise acquire patents, patent rights and privileges, trade-marks and trade-names, and improved or secret processes, that are in any way related to any of the objects aforesaid, and grant licenses for the use of, or of selling or otherwise dealing in, any patent rights and privileges, trade-marks and trade-names, and improved or secret processes acquired by them, and for these purposes use any moneys and property in their hands: and generally make all contracts and do all things which they may think desirable in the management, development, and maintenance of the trust properties, and shall deem for the best interests of the shareholders. They may sell, discount, or otherwise negotiate notes, commercial paper, and obligations of all kinds coming into their hands, and may borrow on notes or bonds of the trust, or otherwise, either without...
