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HomeMy WebLinkAbout873105RECEIVED LINCOLN COUNTY CLERK 8731 0 01 MAY -7 ~=1 1~ 12 CERTIFi&W0-i~4"fik 6 BOOK A9 PR PACE This a Certificate of THE C. R. JOHNSON TRUST, dated this 28th day of,August, 1998. TRUST IDENTITY AND TRUSTEE Under the terms of the Trust Declaration, CHARLEY R. JOHNSON and SUSAN K. JOHNSON, residents of Clark County, Nevada, are the Trustors and CHARLEY R. JOHNSON and SUSAN K. JOHNSON are the Co- Trustees, as stated in the Declarations at Page 1. The name of the trust created under the terms of the Trust Declaration is THE C. R. JOHNSON TRUST, executed on July 14, 1998. The Trust's Identification Number is the Trustor's Social Security Number. SUCCESSOR TRUSTEE Should CHARLEY R. JOHNSON or SUSAN K. JOHNSON for any reason cease to act or fail to qualify as Trustee, MICHELLE MUNTEAN and MATHEW MUNTEAN are is designated as successor Co-Trustees. No successor Trustee shall be liable for any act, omission, or default of a predecessor Trustee. And, no successor Trustee shall have any duty to investigate or review any action of a predecessor Trustee and may accept all records of the predecessor Trustee, including the accounting records that disclose the assets of the Trust, without further investigation and without incurring any liability to any person who shall claim or have an interest in the Trust. Should a Trustee resign or be unable or unwilling to act, a successor Trustee named above shall be appointed pursuant to the Trust Declaration or appointed as otherwise provided by the laws of the State of Nevada. sw/002-166/TRUST.CER 1 819 corporate stock which are subject to the restrictions of a Stock Purchase Agreement and by reason thereof their stock cannot be transferred to this Trust without agreeing to full compliance with the restrictions in such Stock Purchase Agreement. In this event, the Trustors shall submit a copy of a Certificate of this Trust Agreement to the Board of Directors of the corporation holding the Stock Purchase Agreement and request that the Trustors' stock be surrendered and new stock certificates of equal value issued to the Trust naming THE C. R. JOHNSON TRUST as owner of such shares and all Trustors and Trustees and Successor Trustees of THE C. R. JOHNSON TRUST shall fully comply with and be bound by all restrictions on any transfer of the stock in the event of either death or sale of such stock. TRUST CERTIFICATION CHARLEY R. JOHNSON and SUSAN K. JOHNSON, Trustors and Co- Trustees, currently acting under THE C. R. JOHNSON TRUST, hereby certify that this Certificate of THE C. R. JOHNSON TRUST is an accurate summary of the provisions of the Trust Agreement identifying the Trust, naming the Co-Trustees and the successor Trustee, and specifying the powers of the Trustees. Any person or entity transacting business with the Co-Trustees may rely upon this Certificate without reviewing the entire Declaration of Trust, pursuant to Nevada law. The form in which title to assets of the Trust are to be taken shall be in the name of the Trust, that is THE C. R. JOHNSON TRUST. This Trust has not been revoked or amended to make any sw/002-166/TRUST.CER 5 M 818 (j) To sell such property as the Trustee may deem necessary to make division or distribution, and to partition, allot and distribute the Trust Estate in undivided interests or in kind, or partly in money and partly in kind, at valuations determined by the Trustee. (k) To budget the estimated annual income and expenses of the Trust in such manner as to equalize, as far as practicable, periodic income payments to beneficiaries. (1) to determine what is principal, gross income or net distributable income and to charge the premium of any security purchased at a premium either against income or principal or partly against income and partly against principal as may be deemed best by the Trustee in its discretion. (m) To make loans or borrow from, to purchase property or assets of any kind from, or sell to, or in any other manner, deal with the personal representative of either Trustor, upon which terms and conditions or in such manner as the Trustee shall deem reasonable in its sole discretion and in the interests of all trusts and the beneficiaries thereof. (n) Except as limited by this instrument, the Trustee shall have the powers set forth in Nevada Revised Statute 163.425 to 163.410, inclusive (hereby incorporated herein by this reference), or any successor statutes thereof. (o) To employ attorneys, agents and custodians, the expense of which shall be a charge upon the assets of the Trust Estate. (p) To change the situs of the Trust to protect the Trust Estate. (q) To loan money to any Beneficiary without security, provided that loans may be only from the Beneficiary's Trust share and shall be offset against his trust share if not paid at the time of distribution of the Trust share to that Beneficiary. (r) An Independent Trustee shall have the power to declare the termination of any trust and to distribute the entire principal and interest thereunder to the then existing beneficiaries if the independent Trustee deems that the establishment or continuance of such trust is not warranted in view of its size or would otherwise not be in the best interests of the beneficiaries. RESTRICTED STOCK Either or both of the Trustors may be holding shares of sw/002-166/TRUST.CER 4 M BENEFICIARY 816 The Trust has been established for the benefit of the Trustors and those certain beneficiaries named in the Trust instrument and is subject to the Spendthrift Act of Nevada. TRUST REVOCATION While Trustors are still living, the Trustors may, at any time, in whole or in part, and without consent of any person other than the Co-Trustees, revoke or modify THE C. R. JOHNSON TRUST. POWER OF TRUSTEE In order to carry out the purposes of any trust or trusts established by the Declaration of Trust, the Trustee, in addition to all other powers and discretions granted by the Declaration of Trust or by law, shall have the following powers and discretions, subject to any limitations specified elsewhere in the Declaration of Trust: (a) To continue to hold any property, investment including the Trustee's own stock, and to operate at the risk of the Trust Estate and not at the risk of the Trustee, or business received in this Trust, as long as it may deem advisable, the profits and losses therefrom to inure to be chargeable to the Trust Estate as a whole and not to the Trustee; provided, however, that unproductive or under productive property shall not be held as an asset of the Trust for an unreasonable time after receiving the following notice during the lifetime of either Trustor. The Trustor to'give notice must demand in writing that the property be disposed of, such writing must be delivered to the Trustee and the Trustee shall have a reasonable time therefrom to dispose of the property. (b) To invest and reinvest the principal, and income if the Trustee is directed to accumulate it, and to purchase or acquire therewith every kind of property, real, personal or mixed, and every kind of investment, specifically including, but not by way of limitation, participation in any common trust fund, corporate obligations of every kind, and stocks, preferred or common. sw/002-166/TRUST.CER 2 L- r 0191-7210-) 81 °1 (c) To manage, control, sell, convey, exchange, partition, divide, subdivide, improve, repair; to grant options and to sell upon deferred payments; to lease for terms within or extending beyond the duration of this Trust for any purpose; to create restrictions, easements, and other servitudes. (d) To advance funds to this Trust for any Trust purposes, such advances with interest at current rates to be a first lien on and to be repaid out of principal or income; to reimburse itself from principal or income for any loss or expense incurred by reason of its ownership or holding of any property in this Trust. (e) To compromise, arbitrate or otherwise adjust claims in favor of or against the Trust; to carry such insurance as the Trustee may deem advisable. (f) To borrow money for any trust purpose upon such terms and conditions as the Trustee may deem proper; and to obligate the Trust Estate for repayment; to encumber the Trust Estate or any of its property by mortgage, deed of trust, pledge or otherwise, using such procedure to consummate the transaction as the Trustee may deem advisable. (g) To make payments to any beneficiary under disability by making them to the guardian of the person of the beneficiary or to the parent of the beneficiary, if a minor, or may apply them for the beneficiary's benefit. Sums necessary for support and education may be paid directly to minor beneficiaries who, in the judgment of the Trustee, have attained sufficient age and discretion to render it probable that the monies will be properly expended. (h) To have respecting securities all the rights, powers and privileges of an owner, including the power to give proxies, pay assessments and other sums deemed by the Trustee necessary for the protection of the Trust Estate; to participate in voting trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers and liquidations. The Trustee shall have the power to vote shares of stock in person or by proxy. (i) To hold property in its own name or in the name of ,its nominee, with or without disclosure of fiduciary relationship, the Trustee being responsible for the acts of any such nominee affecting such property. This shall include but not be limited to the power to hold real property in Nevada. This shall also apply to securities requiring registration. sw/002-166/TRUST.CER 3 M M 0873105 820 representations contained in the Certification incorrect and the signatures are those of all the currently acting Trustees. TRUSTORS: Dated : _ 2J CHARLEY R. OHN N SUSAN K. JOHNSON CO-TRUSTEES: 'f L' La, ,4<-- ~ CHARLEY R. 16ffW09 f SUSAN K. JOHNSON STATE OF NEVADA ss. COUNTY OF CLARK ) On this 454 da of y -199$-, there personally appeared before me, a notary public, CHARLEY R. JOHNSON and SUSAN K. JOHNSON, personally known (or proved) to me to be the persons whose names are subscribed to the above instrument as both Trustors and currently acting Co-Trustees, who acknowledged to me that they executed the foregoing certificate of Trust. NOTARY PUBLIC Notary Public-State Of Nevada County Of Nye I SHARON DENISON I My Appointment Expires NO: 94-2754-14 6, 2002 sw/002-166/TRUST.CER 6