Drummer Farms Conominium Trust

AGREEMENT and DECLARATION OF TRUST OF DRUMMER FARMS CONDOMINIUM TRUST, made this  day of   1974, by AURELE CORMIER of Winchester, Massachusetts (hereinafter called the “Trustee”).  The word “Trustee” or “Trustees” wherever used in this instrument shall extend to and include the Trustee or Trustees for the time being howsoever appointed, except where otherwise provided.


It is hereby agreed and declared that all real and personal property of every kind and character, together with any income or proceeds thereform (the foregoing being hereinafter called the Trust property) which the Trustees have heretofore acquired or may at any time hereafter acquire, shall be held by them in trust for the benefit of the owners of the dwelling units (Phase I and Phase II if created) of the Drummer Farms Condominium (hereinafter called Unit Owners), located on the land described in the Master Deed creating Drummer Farms Condominium to be recorded herewith.  The Trust property shall be held in trust through the powers set forth in this instrument and the authorized by-laws adopted pursuant hereto as amended from time to time, subject to the conditions, restrictions and reservations placed thereon by this Declaration of Trust, its said by-laws and Massachusetts General Laws, Chapter 183A, as the same may be from time to time amended.


This Trust is created under Chapter 183A of the Massachusetts General Laws as the Organization of Unit Owners owning dwelling units in Drummer Farms Condominium, and the owner of each unit shall, immediately upon his acquisition of such unit, become a beneficiary hereof.  Immediately upon the transfer of a unit, the transferor shall cease to be such beneficiary.  No one except a Unit Owner shall be a beneficiary hereunder.  All acts of the Trustees hereunder may be done under the name of Drummer Farms Condominium Trust.
The Trustees shall hold the Trust property in accordance herewith for the benefit of the owners of the constituent units, their respective personal representatives, successors or assigns.  Said owners from time to time, being the beneficiaries hereof, are entitled, for each unit, as shown on the copy of the plan annexed to the Master Deed as Exhibit B, to be recorded herewith, to an undivided proportionate interest in the Trust property as specified in Exhibit A hereto annexed and made a part hereof.
The principal place of business of this Trust shall be at Drummer Road, Acton, Massachusetts, or such other place as the Trustees may from time to time select.


This Trust is organized for the purpose of maintaining, managing, regulating and preserving Drummer Farms Condominium, which is created under Massachusetts General Laws, Chapter 183A as amended.  It shall be the duty of the Trustees to act on behalf of the owners of units in Drummer Farms Condominium, and they shall manage and regulate the Condominium and its property and perform all services, duties, responsibilities and functions required or permitted by said Chapter 183A and this Trust.
In addition to all of the powers of the Trustees set forth in said Chapter 183A, and subject thereto but without limiting the generality of any grants of power herein contained, the Trustees shall have the following specific powers:  to deposit, invest or otherwise deal with moneys forming a part of the Trust estate; to improve any part of the Trust real estate or the community property and common facilities; to repair, repaint or restore the exterior of all units, and including the roofs, gutters and conductors of said units; to collect, sue for, receive all sums of money due the Trustees, and to settle and compromise any claims at any time made against the Trust or existing between the Trust and any of the Unit Owners; and with the approval of seventy-five (75%) percent in interest of the Unit Owners, to borrow money, and in connection therewith to execute notes and mortgages or other instruments securing the same.


The Trustees shall at all times act in the service of Drummer Farms Condominium so as to promote and preserve the purposes for which it was formed, to wit:  to provide and insure dignified, peaceful and harmonious residential accommodations and common facilities and areas to be used for the benefit of the Unit Owners, their families and guests, and their successors in interest or assigns.


Until such time as sixty four (64) Condominium Units out of Phase I and Phase II shall have been conveyed to unit owners by the original developer, his successors or assigns, or until four (4) years shall have elapsed from the date of this instrument (whichever shall first occur) there shall be one Trustee hereunder who shall be said Aurele Cormier.
Thereafter, or upon the death, resignation or inability to act of said Aurele Cormier, the Trustees shall be five (5) in number.  They may act with or without a meeting.  No Trustee shall be required to give bond, security, or surety in any form.
The terms of office of the Trustees shall be three years except that when five Trustees shall be first elected as provided herein, two shall serve for one year, two for two years, and the fifth for three years.  Succeeding Trustees shall be elected annually in accordance with the By-Laws at a meeting of the Unit Owners called for that purpose.


The Trustees shall, within thirty (30) days of the date of this Declaration of Trust, adopt by-laws governing the management and regulation of the Condominium, and provision for amendment thereof shall be made.  Such by-laws and amendments thereto shall become a part of this Declaration and binding upon Trustees and individual Unit Owners.


Except as otherwise specifically provided herein or in the by-laws as amended, the Trustees shall have full control over the “Common Areas and Facilities” of Drummer Farms Condominium as such areas and facilities are defined in Massachusetts General Laws, Chapter 183A as amended, and the Master Deed above referred to.  Their rights, powers and obligations shall include those enumerated in General Laws, Chapter 183A, Section 10 as amended, and all other such rights, powers and obligations enumerated in Chapter 183A as amended necessary to the proper management and regulation of Drummer Farms Condominium.


The Trustees shall have the power to employ, elect and remove from office any attorneys, officers, managers, and other agents and servants.  A Trustee may be so employed, elected or appointed, but his removal from such office shall not be removal of him as a Trustee.  Such officers, attorneys, managers, agents or servants shall have such duties and powers as shall be from time to time designated by the Trustees.  No Trustee shall be liable for the act or neglect of any agent, officer, manager, attorney or other person so appointed, employed or designated unless such act is also a willful breach on the part of the Trustee.
The Trustees shall keep accurate books of account and a complete copy of the by-laws, including any amendments thereto, and shall fully comply with the provisions of Massachusetts General Laws, Chapter 183A, Section 10 (d) as amended, with respect to reports and records.


Any Trustee may by written instrument signed, acknowledged and delivered to the other Trustees and recorded with the Middlesex South District Registry of Deeds resign his office.  There shall always be at least five (5) Trustees, (except as provided in Article V hereof) and any vacancy in the number of Trustees may be filled temporarily by the remaining Trustees or Trustee by a written instrument signed and acknowledged and so recorded.  The Trustee so appointed shall have all the powers and duties of his predecessor.  The Acting Trustee for the time being whether surviving or remaining, shall have all the powers of a Trustee and shall serve until the next annual meeting, unless replaced by a Trustee elected by a written instrument, executed by seventy-five (75%) percent in interest of the Unit Owner beneficiaries hereof.  Upon the resignation, decease, incapacity or removal of any Trustee, the title of the outgoing Trustee shall vest in the remaining Trustee or Trustees, and upon the filling of any vacancy, the title to the whole Trust property shall vest jointly in those who shall then be Trustees hereunder.  Trustees shall be liable only for wilful breach of Trust, and no Trustee shall be liable as such Trustee except for his own acts.
Except as otherwise provided herein or in the by-laws, neither the Trustees nor their agents or employees shall have power to bind the Unit Owners personally, and all Unit Owners, and all persons or corporations or other entities extending credit to, contracting with, or having any claim against the Trustees or the Trust property shall look only to the funds and property of the Trust for payment of such obligations or claims, so that neither the Trustees nor the beneficiaries shall be personally liable therefore, except as specifically provided in this instrument and in Section 13 of Massachusetts General Laws, Chapter 183A as amended, and in the By-Laws.
In every note or contract for the payment of money borrowed by, and in every other written contract of, the Trust, it shall be the duty of the Trustees or other officers or agents expressly to stipulate that neither the Trustees nor any officer or agent nor the Unit Owners shall be held to any personal liability under or be reason thereof.


The Trustees shall not be entitled to compensation for their services but shall be reimbursed for all out-of-pocket expenses incurred for the benefit of the Drummer Farms Condominium.


The Trustees may establish and replenish a reserve fund for future contingencies.


The Trustees may from time to time alter or amend this Declaration of Trust in any respect by written instrument signed and acknowledged by the Trustees and assented to be seventy-five (75%) percent in interest of the Unit Owners, except that the undivided proportionate interest in the Trust property of any Unit Owner shall not be changed without his written consent.  No such amendment shall affect any person, other than the Trustees or Unit Owners, not having actual notice thereof, until recorded in like manner as this Declaration of Trust.


Any Trustee, beneficiary, officer or agent of this Trust, or any firm, trust, corporation, concern or estate in which he is interested as a member, trustee, director, officer, beneficiary, shareholder, agent, fiduciary, or otherwise, may sell to, buy from, contract with, and otherwise deal with this Trust as freely and effectually as though no interest or fiduciary relationship existed, and the Trustees hereunder shall have power to exercise or concur in exercising all powers and discretion given to them hereunder or by law, notwithstanding that they, or any of them, may have a direct or indirect interest, personally or otherwise, in the mode, result or effect of exercising such power of discretion.


Any Trustee, except said Aurele Cormier, may be removed from his office by a vote of seventy-five (75%) percent in interest of the Unit Owners at a meeting duly called for such porpose (purpose) on not less than seven (7) days' written notice to all Unit Owners.  A successor Trustee shall be chosen in the manner provided for above.


The Unit Owners shall be responsible for the proper maintenance and repair of the interior of their respective units.  If a majority of the Trustees shall at any time in their reasonable judgment determine that the interior of a unit, including, without limitation, mains and pipes for water and gas, drains and electrical conduits, is in such need of maintenance, painting or repair that the market value of an adjacent unit or units is being adversely affected, or that the condition of a unit or any fixtures, furnishings, facility or equipment thereof is hazardous to any unit or the occupants thereof, the Trustee shall in writing request the Unit Owner to perform the needed maintenance painting or repair or otherwise to correct the hazardous condition, and in case such work shall not have been commenced within?? fifteen (15) days (or such reasonable shorter period in case of emergency as the Trustees shall determine) of such request and brought to diligent completion, the Trustees shall be entitled to have access to the unit and to have the work performed for the account of such Unit Owner whose unit is in need of work, and the cost thereof shall constitute a lien upon such unit, and such Unit Owner shall be personally liable therefore; provided that the lien created by this paragraph shall be subordinate to mortgages of record.
The Trustees shall be responsible for the proper maintenance and repair of the exterior of all of the units and shall have the sole power to repair, repaint and redocorate (redecorate) the exterior of the buildings at such time and in such manner as they shall determine to be proper and expedient to the end that the exterior of the buildings shall be maintained in a clean and orderly condition and be of a consistent and harmonious appearance, but this provision shall not relieve any Unit Owner from liability to reimburse the Trustees for the cost of any repair of replacement made necessary by his actions or those of his agents or invitees.  No Unit Owner shall take any action with relation to the exterior including roofs, gutters and conductors, without the prior consent of the Trustees.


This Trust may be terminated by a vote of seventy-five (75%) percent in interest of the Unit Owners at a meeting duly called for such purpose on not less than seven (7) days' written notice to all Unit Owners and the consent of said Aurele Cormier if he shall be then serving as Trustee hereunder and of the holders of all mortgages and liens upon any of the units affected.  Such termination shall become effective upon recording of a certificate of such action and of such contents?.
Upon termination, the Trustees may, if necessary, manage, deal with, sell and dispose of the Trust property, including the good will, in such manner as they may deem advisable, with power to receive as part or full consideration for any such sale, assignment or transfer the securities or obligations of any other partnership, association, trust or corporation, and with power to distribute in such manner as they deem equitable the Trust porperty (property), or the proceeds thereof, in kind or in cash, or partly in kind and partly in cash, to and among the Unit Owners in accordance with their respective rights as defined in this instrument and any amendment thereto.  As a condition to any distribution to Unit Owners, the Trustees may require such indemnity or releases as they may deem necessary for their protection, and may before distribution withhold or deduct such sums as they deem necessary to pay and discharge all debts, liabilities and obligations of the Trust.  Unless sooner terminated, this Trust shall terminate twenty-one (21) years after the death of the Trustee named herein.  In case of such termination, the Unit Owner shall then form such organization as may then be appropriate to exercise the rights and obligations herein provided for.


A certificate signed by any person appearing of record to be Trustee of this Trust and recorded with Middlesex South District Registry of Deeds as to any fact with relation to the Trust, including the names of the then Trustees, shall be binding and conclusive as to all persons dealing with the Trust in reliance thereon.


This instrument shall at all times be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the said Aurele Cormier hereunto sets his hand and seal on the day and year first above written.



Essex ss.          1974

Then personally appeared the above named Aurele Cormier and acknowledged the foregoing instrument to be his free act and deed, before me