him, and any shareholder may vote by proxy. A majority of all votes present at any such meeting, either in person or by proxy, except as otherwise provided herein shall decide any question voted upon.

(e) No business shall be transacted at any special meeting of the shareholders unless written notice of such business has been given in the call for the meeting. No business except to adjourn shall be transacted by any meeting of the shareholders unless a majority of all outstanding shares are present in person or by proxy.

Status of shareholder.

20. (a) Shares hereunder shall carry on the rights specifically set forth in this instrument and in the certificate thereof. The death of a shareholder or trustee during the continuance of the trust shall not operate to terminate the trust, nor shall it entitle the legal representatives of the deceased to an accounting, or to take action in the courts or elsewhere against the trustees; but the executors, administrators or assigns of any deceased shareholder shall succeed only to the rights of the decedent under this trust.

(b) The ownership of shares hereunder shall not entitle the shareholder to any title in or to the trust property whatsoever, or right to call for a partition or division of the same, or for an accounting, or for any voice or control whatever in the management of said property or the business connected therewith.

Trustees' contracts or obligations.

21. In every written order, contract or obligation which the trustees shall give, authorize or enter into, it shall be the duty of the trustees to stipulate or cause to be stipulated, that neither the trustees nor shareholders shall be personally liable therefor under or by reason of said order, contract or obligation.

Duration of trust.

22. This trust shall not continue in any event longer than for the period of the lives of and -, being two lives in being at the date of the signing hereof, and upon the death of the said two trustees the trustees shall proceed to wind up the affairs of the trust, liquidate its assets and distribute the same among the holders of the shares: Provided, however, that if, prior to the expiration of said period, the holders of at least twothirds of the then outstanding shares shall, at a meeting called

for the purpose, vote to terminate or continue this trust, then the said trust shall either terminate or continue in existence for such further period as may then be determined. For the purpose of winding up their affairs and liquidating the assets of the trust, the then trustees shall continue in office until such duties have been fully performed.

Distribution of assets or termination of trust.

23. Upon the termination of this trust either by determination of the shareholders as above provided or by reason of the expiration of the term of the two lives hereinbefore mentioned, it shall become the duty of the surviving trustees forthwith to reduce all the assets of the trust to cash, or other distributable personal property, and to distribute said assets as speedily as may be to the then shareholders of record in proportion to the number of shares held by each.

Amendment of agreement.

24. This agreement and declaration of trust may be amended or altered in any particular whatever, except regards the liability of the trustees, or subscribers, at any annual or special meeting of the shareholders, with the consent of at least two-thirds of the shares then outstanding, provided notice of the proposed amendment or alteration shall have been given in writing in the call for the meeting; and in case of the adoption of such amendment or alteration, the same shall only become effective when it has been certified by the chairman of the meeting which voted it, countersigned by at least two of the then trustees in token of their acceptance of said amendment or alteration as an added or altered part of their trust, then attached to and made a part of this agreement, and a copy thereof filed with the officer or official having custody of the duplicate original of this instrument.

-, subscribers, have

In Witness Whereof, hereunto set their hands and seals in token of their assent to and approval of the terms of trust, for themselves and their assigns, and the said and -, hereinbefore mentioned, have set their hands and seals in token of their acceptance of the trust herein specified, for themselves and their successors, the day and year above written.

(Signed by subscribers and trustees.)

(Form from CAMPBELL, DEWEY, STANTON AND BUSHNELL, Detroit, Mich.)

Form 3602.

Declaration of Trust for Golf Course.

KNOW ALL MEN BY THESE PRESENTS:

That The Security Savings Bank and Trust Company, a corporation duly organized and incorporated under the laws. of the state of Ohio, with its principal office and place of business located in the city of Toledo, in said state, has had this day assigned to it, as trustee, certain contracts held by for the purchase of the following described real estate, to wit: (Here describe.)

That, while said contracts show on their face that the said vendee has the sole right to purchase said described premises, nevertheless it appears by representation from said that in fact, numerous other persons contributed to the purchase of said property, and have an equitable interest therein by reason thereof, and therefore the said The Security Savings Bank and Trust Company, as trustee, and its successors in trust, take said assignments of said contracts, and agree to take and accept the deeds therefor from the owners thereof, and all other funds and property transferred to and received by it in trust hereunder only for the purposes, with the powers, and subject to the provisions hereof, for the benefit of said and any

and all other persons interested with him in the purchase of said property, as the cestuis que trustent who shall be trust beneficiaries only, without partnership, association, or any other relation whatever inter sese.

and

For the purpose of management and operation of the trust property are hereby designated and appointed as cotrustees with the corporate trustee above named. The title of the trust property and of trust funds shall be and remain in the name of the corporate trustee. All instruments executed and disbursements made on behalf of the trust shall be made in the name of the corporate trustee; provided however, that all action taken by the corporate trustee, in connection with the operation and management of the trust property, shall be taken by it only with the written consent and approval of at least one of the individual trustees, as herein named, or their successor or successors. In the event of the death or resignation of both individual trustees hereunder and the failure of appointment of successor trustee or trustees, as hereinafter

provided, the corporate trustee may act as a sole trustee in all matters affecting the trust estate until a successor trustee or trustees shall have been duly appointed hereunder and shall have accepted the trust by writing duly filed with the corporate trustee.

Subject to the foregoing, the said trustee shall hold, operate, manage and control the trust property embraced hereunder upon the following trusts and for the following purposes, to wit:

1. The primary object and purpose of the creation of this trust is to hold the above described real estate together in one tract and to improve and convert the same into a golf and athletic field for the promotion of the game of golf and other athletic sports. For that purpose the trustees shall have full power and authority to proceed to develop and lay out on said grounds, a golf course consisting of eighteen holes in such form and by such methods as they may deem advisable, and may construct and provide thereon any other athletic fields which may be considered proper and advisable and may otherwise improve and beautify said premises to the extent required for such use and enjoyment, and as such trustees shall have all the discretionary powers and authority in connection therewith as if they were the sole and absolute beneficial owners of said premises in fee simple.

2. The said trustees, their successor or successors in trust, in the management and control of said premises for the purpose as aforesaid, shall have full power to operate said property; to lease the same upon such terms as they may deem advisable and to mortgage and remortgage the same for the purpose of paying any indebtedness that may be thereon at the time the property, herein before described, is conveyed to the corporate trustee in trust, and for the purpose of raising money to improve and beautify the same, and the said trustees shall have full power and discretion in fixing the terms and conditions of said instrument and the parts and parcels of said premises to be so mortgaged or leased.

3. The said corporate trustee and its successors in trust shall collect and receive all rents and income from the property, and also receive such sums as the beneficiaries may from time to time pay in to said trustees for the use of said trustee and all sums received by said trustees shall be used by the said trustees in payment of taxes and assessments, applied on the indebtedness of said estate, or used in the improvement, main

tenance and development of said property, and any balance remaining over shall be held on account in the name of said corporate trustee, and allow interest in accordance with the usual savings bank notes, and shall be considered as a part of said trust, and shall be used as other trust funds.

4. The trustees in improving, developing, maintaining and beautifying said property shall advise and counsel with the committee or controlling board of golf association occupying or leasing said premises, but will not be required to follow or accept said counsel and advice.

5. The trustees may employ all such help, agents and attorneys as they may think or find expedient, and prescribe their powers and duties and fix their compensation, and shall not be personally responsible for any misconduct, or errors and omissions of such help, agents and attorneys employed or retained with reasonable care.

6. Each beneficiary or cestui que trust shall be the equitable owner of an undivided interest in the property above described including the net income therefrom and the cash proceeds thereof in the proportion which the numbers set forth in the trustee's certificates. The corporate trustee shall issue to each beneficiary or cestui que trust a certificate showing his beneficial interest in said trust property, the income therefrom and the cash proceeds thereof, or any beneficial interest to which he may be entitled accruing or growing out of the terms of this declaration of trust, together with the amendments thereto. The trustee's certificate shall be in the following form: HIGHLAND MEADOWS GOLF ESTATE,

Toledo, Ohio.

TRUSTEE'S CERTIFICATE.

NONNEGOTIABLE AND NONASSESSABLE.

Serial Number

This is to certify, that

Interest 1/500.

is the holder of a beneficial interest amounting to five-hundredths part of the trust property, income and cash proceeds of the trust estate held by The Security Savings Bank and Trust Company, trustee, of Toledo, Ohio, or its successor in trust, under and pursuant to a declaration of trust, dated this

day of

19-.

This trustee's certificate is issued pursuant and subject to said trust agreement, together with all amendments thereto, copies of which are on file with said trustee and open to the inspection of the holder of trustee's certificates at all times, and