SINCE TIME BEGAN : salus populi suprema est lex - the right of the people is the supreme law : IN TRUTH WE TRUST
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PEACE & HARMONY TRUST
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(g) "Net
Income" means all income derived from the Trust Fund less the aggregate
of:
(i.) any and
all expenses incurred or payable in respect of or to protect the Trust Fund or
incurred or payable in connection with the management and administration of the
Trust in this Settlement as determined by the Trustee to be chargeable to
income;
(ii.) such
further or other sums in each year as the Trustee in the Trustee's discretion
considers to be proper allowances, reserves, deductions, disbursements and
outgoings in accordance with generally accepted accounting principles; and
(iii.) without limiting the generality of the foregoing, such sum in each year
as the Trustee shall in the Trustee's discretion considers necessary and
advisable from time to time as being on account of depletion, deterioration or
obsolescence of any of the assets comprising the Trust Fund;
(h) “Patrick”
means Patrick David Lockhart Gordon;
(i) "Trust"
or "Trusts" means the trust or trusts established under this
Settlement;
(j) "Trustee"
means the trustee or trustees from time to time acting under this Settlement;
and
(k) "Trust
Fund" means the property referred to in paragraph 2.1 hereof, all other
Assets which may at any time be substituted therefore, and all other Assets
which are now or which at any time during the continuance of the trusts hereof
may be acquired by or assigned, transferred or appointed to the Trustee and
which the Trustee may be willing to accept and hold upon the trusts hereof, and
all capital accretions to and all income from such Assets, but excluding all amounts
which have been paid or disbursed therefrom (whether out of capital or income)
in the normal course of administration or pursuant to the provisions of this
Settlement.
1.2
Number and Gender. In this Settlement
and in any instruments supplemental or ancillary hereto the
singular includes the
plural and the masculine includes the feminine and vice versa.
ARTICLE 2
Settlement of the Trust
2.1
Settlement. The Settlor hereby
transfers to the Trustee and the Trustee hereby acknowledges the
receipt from the Settlor of One Hundred
($100.00) Canadian Dollars and agrees to hold the property, together with all other Assets which may hereafter form the Trust Fund
in accordance with the terms of
this Settlement.
2.2
Trust Irrevocable. This Settlement and
the Trust hereby made are irrevocable by the Settlor and,
notwithstanding
anything herein expressed or implied, no part of the capital or income of the
Trust
Fund:
(a) may be
paid, lent or applied to or for the benefit of the Settlor;
(b) may revert
to the Settlor;
(a) may be
paid, lent or applied to or for the benefit of any person determined by the
Settlor; or
(b) will
require the Settlor's consent with respect to the distribution of such capital
or income.
2.1
Additions to Trust Fund. The Settlor or, with
the approval of the Trustee, any other person may at
any time
and from time to time add to the Trust Fund. Any proposed addition to the Trust
Fund which
if
made would have an adverse impact on the utilization of any election, may not
be added to the Trust
Fund
but rather will be held by the Trustee as a separate trust fund with the
provisions of this
Settlement respecting the administration of the Trust Fund applying mutatis
mutandis to such
property.
2.2
Legal Title to Trust Assets. Any Assets
from time to time constituting the Trust Fund will be held by
and
registered in the name of the Trustee or in the name of the Trustee's nominee
or otherwise as the
Trustee may decide. The Trustee is not liable for any loss to the Trust
resulting from any act of the
nominee in whose name an Asset is held.
ARTICLE 3
Distribution of Trust Property
3.1
Application of Trust Fund Prior to Distribution Date. The
Trustee will hold the Trust Fund and
until the
Distribution Date and will pay or transfer to or make payable to those
individuals who have
been
adversely affected by the said October, 2006 fire or those others who reside on
lands of the
Cowichan tribes lands at Duncan, British Columbia. The funds are to be
awarded in the form of a
bursary to advance the education of a selected individual and are to
include,
(a) any amount
or amounts of the net income derived from the Trust Fund as the Trustee in the
Trustee's
absolute and uncontrolled discretion
from time to time determines;
(b) any amount
or amounts of the capital of the Trust Fund as the Trustee in the Trustee's
absolute and
uncontrolled discretion from time to time
determines; The Trustee, when exercising the Trustee’s
discretion under this paragraph for the benefit of the said individuals
are to consider as especially
worthy of
favoritism, those individuals who seek to pursue an education involving the
engineering
profession. The Trustee will not be liable for any consequences arising
from the depletion or even
exhaustion of the Trust Fund during the 75 years as a result of advances
of income and capital for
the
benefit of the individuals mentioned aforesaid.
3.2
Undistributed Income Becomes Capital. Any net
income from the Trust Fund which is not so paid,
made
payable or applied in any year or within three months thereafter will be
accumulated by the
Trustee and added to the capital of the Trust Fund and dealt with as a
part thereof.
3.3
Payment of the Trust Fund on the Distribution Date. On the
Distribution Date any accumulated
income and
capital is to be distributed to an entity of similar objects as the trust
herein.
3.4
Payment to Guardian. The Trustee is
authorized to make any payment or distribution, whether of
income or
of capital, for any beneficiary who is under the age of 19 years or under some
other
disability to the parent, legal guardian, acting guardian or committee
of such beneficiary or to anyone
to
whom the Trustee in the Trustee's discretion deems it advisable to make such
payment, whose
receipt will be a sufficient discharge to the Trustee. The parent or
guardian or person acting as such of
the
beneficiary is expressly authorized to make any election or elections on behalf
of such beneficiary
for
the purposes of the Income Tax Act.
3.5
Transfer to Another Trust. Notwithstanding
any of the Trusts, powers and provisions herein, and
subject to
paragraph 4.1 hereof, the Trustee may in the Trustee's absolute discretion at
any time and
from
time to time, transfer and convey the whole or any share, portion, part or
parts of the Trust Fund,
to
any other trust or settlement (the "New Trust") whether established
under or pursuant to the laws of
the
Province of British Columbia, any other Province of Canada, or any other
jurisdiction whatsoever,
to
be held by the trustees of the New Trust with and subject to the powers and
provisions of the New
Trust, provided that the beneficiaries of the New Trust must be the
beneficiaries of this Trust and that
the
interests and rights of the beneficiaries with respect to the share, portion,
part or parts of the Trust
Fund
so transferred and conveyed will under the New Trust be the same as or
substantially the same,
insofar as is possible under the laws of the jurisdiction governing the
New Trust, as the interests
and
rights of the beneficiaries under this Settlement. Upon such a transfer being
made, the Trusts
herein declared concerning the property comprised in such transfer will
cease and determine and the
said
property will for all purposes be subject to the trusts, powers and provisions
contained in the New
Trust.
ARTICLE 4
Trustee's Powers
4.1
General. In addition to all other powers
conferred upon the Trustee by the other provisions of this
Settlement
or by any statute or general rule of law, the Trustee has and is hereby given
the power and
authority in the Trustee's absolute and uncontrolled discretion at any
time and from time to time to
administer the Trust Fund in whatever manner the Trustee may determine
and will have the right to
take
any action in connection with the Trust Fund and to exercise any rights, powers
and privileges
which may exist or arise in connection therewith to the same extent and
as fully as an individual could
if
the individual was the sole owner of the Trust Fund. It is the intention of the
Settlor to grant the
widest powers possible to the Trustee.
4.2
Specific Powers. Without in any way
limiting the generality of the foregoing, the Trustee will have
the
following powers and authority which are exercisable in the discretion of the
Trustee:
Investment Discretion
(a) to invest
any money constituting part of the Trust Fund in any investments which the
Trustee
considers
advisable including shares of private corporations of which the Trustee may be
an
officer,
director and/or shareholder, notwithstanding that such investments may not be
investments
authorized by law for trustees and the Trustee will not be responsible
for any loss which may be
occasioned by reason of making such investments or the retention of
them;
Disposal
of Assets of Trust Fund
(b) to sell,
transfer, assign, exchange, convey, mortgage, lease or otherwise dispose of any
of the
Assets
from time to time constituting the Trust Fund in any manner the Trustee deems
proper and
at a
price, upon such terms and for such consideration as the Trustee deems
suitable; to give any
option
with respect to any property in the Trust Fund and generally to perform all
acts of
alienation and ownership with respect to the Trust Fund to the same
extent and with the same
effect as if the Trustee was the absolute owner of the Trust Fund;
Management of Property
(c) to manage
real or leasehold property entrusted to the Trustee or held by the Trustee
under the
Settlement and to make ordinary and extraordinary repairs and
alterations and improvements
thereon
as the Trustee deems advisable; to raze buildings and erect new buildings; to
subdivide
and plot
real property, to lay out and dedicate ways, roads and public places; to grant
or release
easements; to enter into partition, party-wall and boundary line
agreements and agreements of any
other kind with respect to real property; and to make any payment for repairs,
alterations and
improvements or services or in connection with such management out of
the capital or income of
the Trust Fund as the Trustee deems proper;
Voting of Shares
(d) to vote
all shares or other securities, to exercise all rights incidental to the
ownership of shares,
bonds, or
other securities, investments and property held as part of the Trust Fund, and
to issue
proxies
to others; to vote to elect the Trustee to any executive or other board or
committee of any
company
whose shares form part of the Trust Fund and to serve in any office or on any
board or
committee
and accept and receive remuneration for the Trustee's services without
diminution
of the Trustee's compensation under this Settlement; to sell or exercise
any subscription rights and
in connection with the exercise of subscription rights to use Trust
moneys for such purpose; to
consent to and join in any plan, reorganization, readjustment, merger,
amalgamation or
consolidation with respect to any company whose shares, bonds or other
securities at any time
form part of the Trust Fund and to authorize the sale of the undertaking
or assets or any
portion of the assets or undertaking of any such company; and generally
to act in respect of any
securities forming part of the Trust Fund as fully and effectively as if
they were not Trust property
but always in such manner as the Trustee in the Trustee's uncontrolled
discretion considers to be in
the best interests of the Beneficiary;
Bank Accounts
(e) to open
and operate any bank account as may be expedient in the opinion of the Trustee
and to
deposit
cash balances in the hands of the Trustee at any time in any chartered bank,
credit union or
trust
company and for the purposes of the Trust, to draw, make, endorse, deposit or
deal in
cheques,
bills of exchange, promissory notes, drafts or any other mercantile, commercial
or
security
documents of any nature or kind; and to enter into contracts, or agreements of
any nature
or kind
with a bank, credit union or trust company, and for such purposes the signature
of
the
Trustee as Trustee, and not in the Trustee's personal capacity, is valid and
binding upon the
Trust;
Partnership
(f) to enter
into any partnership or limited partnership agreement or agreements;
Incorporation
(g) to
incorporate any company under the laws of the Province of British Columbia or
any other
jurisdiction in Canada or elsewhere, at the expense of the Trust Fund
for the purpose of investing
the whole
or any part of the Trust Fund wholly or partly in shares or other security of
such
company;
Operate a Business
(h) to operate
a business acquired as part of the Trust Fund;
Life Insurance Policy
(i) to retain
any life insurance policy entrusted to the Trustee or from time to time held by
the Trustee
as
Trustee; to accept as assignee for a consideration or as a donation to form
part of the Trust
Fund, any
life insurance policy or benefit under such policy; to purchase insurance on
the life of
the
Beneficiary; to purchase insurance on the life of anyone in whom the
Beneficiary has an
insurable
interest and to select such type of policy and mode of premium payments as the
Trustee
deems advisable; to pay premiums on the policy out of capital or income
as the Trustee deems
proper, provided any insurance policy will be payable to the Trustee and
will be held as part of the
Trust Fund, and the proceeds thereof, when received by the Trustee, will
form part of the Trust
Fund; and for such purposes the Trustee will have full power and
authority to borrow money on
the security of any policy, to sell such policy or surrender the same
and to accept in exchange
therefore, or in lieu thereof, any different policy and all the powers
of an absolute owner for the
purpose of dealing with the policy in such manner as the Trustee
considers in the best interests of
the Beneficiary;
Annuities
(j) to
purchase annuities for the Beneficiary and to select such type of annuity and
mode of payment
as the
Trustee deems advisable;
Insurance
(k) to carry
insurance against hazards, including public liability, in such amounts and in
any type of
insurance
company satisfactory to the Trustee, as the Trustee deems advisable;
Borrowing
(l) upon such
terms and subject to such conditions as the Trustee may consider appropriate,
to borrow
on behalf
of the Trust such amount or amounts as the Trustee deems necessary or
advisable, and,
for the
purpose of securing the repayment of any amount so borrowed, to mortgage,
pledge,
hypothecate
or otherwise charge all or any part of the Trust Fund;
Lending
(m) to advance moneys out of the
Trust Fund by way of loan to any person or company, including the
Beneficiary, such loans to be made with or without interest, upon such
terms as to payment and
with or
without security, as the Trustee deems advisable;
Guarantee
(n) to guarantee, with or
without security, the performance of contracts and the performance of
undertakings and obligations of any person, company, partnership or
association, including the
payment
of interest, principal and premium, if any, on bonds, debentures, or other
securities,
mortgages
or liabilities of any such person, company, partnership or association,
provided such
guarantee
can reasonably be regarded as having been given for the benefit or advantage of
the
Trust Fund and the Beneficiary;
Indemnification
(o) to enter
into any agreement of indemnification for the benefit of any Beneficiary,
persons,
company
or partnership, with or without security, provided that such indemnification
can be
reasonably regarded as having been given for the benefit or advantage of
the Trust Fund and the
Beneficiary;
Releases
(p) to waive
or agree to waive, in whole or in part, unpaid accrued interest, or accumulated
dividends
in
respect of any investment which may be held by the Trustee at any time, or to
release any
person,
company or partnership from any obligation to the Trust with or without
compensation
therefor;
Employees and Agents
(q) to employ
and compensate agents, accountants, solicitors, brokers or other assistants and
advisors
deemed by
the Trustee to be helpful for the proper settlement or administration of the
Trust, and to
do so
without liability for any neglect, omission, misconduct or default of any
employed person,
provided
the person was selected and retained with reasonable care;
Employment of Trust Company
(r) to employ
a trust company to act as agent to retain custody of the securities, maintain
books of
account,
receive and disburse money and otherwise manage any part of the Trust Fund in
accordance with the instruction of the Trustee;
Documents
(s) to execute
and deliver agreements, assignments, bills of sale, contracts, deeds, notes,
powers of
attorney,
receipts and any and all other instruments in writing necessary or appropriate
in the
opinion
of the Trustee for the settlement or administration of the Trust, and to
execute any
instrument without warranty by or without recourse to the Trustee; in
executing the deed or other
instrument, the Trustee will not be bound to secure the consent or
approval of any person, official,
authority, tribunal or court whomsoever or whatsoever;
Proceedings Affecting the Trust Fund
(t) to
institute, prosecute and defend any suit or actions or other proceedings
affecting the Trustee or
the Trust
Fund or any part thereof, to compromise or settle any matter of difference or
to submit
any such
matter to arbitration, to compromise or compound any debts owing to or by the
Trust
upon
evidence that to the Trustee seems sufficient, to make partition in whole or in
part at public
auction
or private sale or otherwise upon any terms the Trustee deems advisable with
any co-
owners or
joint owners having any interest in any properties comprised in the Trust Fund
and to
make such
partition either by sale or by setoff or by agreement or otherwise (including
where
deemed
desirable, provision for equality or exchange);
Distributions
(u) upon any
distribution or division of the Trust Fund or of any part thereof, to
distribute or divide the
same
either wholly or in part in money or in other Assets of the Trust Fund and for
the purpose of
such
distribution or division, and for any other purpose hereunder, to place a value
on the Assets or
of any
share therein as the Trustee deems just and proper and any valuation is
absolutely final and
binding upon all persons entitled hereunder;
Income Tax Matters
(v) to make
any designation, allocation or apportionment and without restricting the
generality thereof
in
respect of capital gains or losses, capital dividends, stock dividends or
taxable dividends to,
among or
between the Beneficiary and the Trust itself as is required or permitted under
the relevant
provisions of the Act or any other taxing statute affecting the Trust;
(w) to make,
or refrain from making, in the Trustee's absolute discretion, any election,
determination or
designation permitted by the Act or any other statute or regulation
enacted by the parliament or
government of Canada, by the legislature or government of any Province
of Canada, or by any
other
legislative or governmental body of any other country, province, state or
territory, and such
exercise of discretion by the Trustee is conclusive and binding upon the
Beneficiary;
(x) to pay out
of the income or capital of the Trust Fund, as the Trustee from time to time in
the
Trustee's
absolute discretion determines, any taxes or other imposts payable in
connection with the
Trust
Fund or payable by the Beneficiary in respect of the Trust Fund or any part
thereof;
(y) any
taxable capital gains realized by the Trust shall be treated as income and
dealt with in
accordance with the discretionary power of the Trustee. The non-taxable
portion of any capital gain
shall be
treated as capital of the Trust and dealt with in accordance with the
discretionary power of
the
Trustee;
Amounts Payable to Beneficiary
(z) to make
amounts payable to the Beneficiary by signing a trust minute which irrevocably
declares an amount to be payable to a Beneficiary at which time the Beneficiary
will have a legally enforceable right to payment of that amount;
Payments to Beneficiary and Third Parties
(aa)
to issue promissory notes as negotiable instruments as payment in full of any
amounts made
irrevocably payable to a beneficiary or any other outstanding debt;
Court Orders
(bb) to
exercise powers under this Settlement without giving prior notice to any person
or without first
obtaining
an order from a Court of competent jurisdiction;
Non-arm's Length Transactions
(cc) to engage
in any transaction authorized or empowered whether express or implied
hereunder, with
either
the Trustee personally, the Beneficiary or any persons related to them,
including companies
in which
the Trustee, Beneficiary or related persons are interested, provided that such
transactions
are on
the same basis as might reasonably be negotiated with any stranger.
Rectification
and Amendments
(dd) provided
any alteration, amendment, enlargement, change, correction or modification does
not, in
the
opinion of the Trustee, prejudice the rights of the Beneficiary hereunder:
(i) the
Trustee may without reference to or the consent or concurrence of the
Beneficiary, by
supplemental
indenture or otherwise, make any changes or corrections in this Settlement or
any
indenture
supplemental hereto, which in the Trustee's opinion are corrections or changes
required
for the purposes of curing or correcting any ambiguity or defect or
inconsistent
provisions or clerical omissions or mistakes or manifest errors
contained herein or therein; and
(ii) the Trustee may, by
supplemental indenture or otherwise, alter, amend, enlarge or modify the
provisions contained in this Settlement or any indenture supplemental
hereto if such alteration,
amendment, enlargement or modification is, in the opinion of the
Trustee, beneficial to the
Beneficiary or required for the
purpose of complying with any statute of Canada or any
Province thereof, or any order, rule or regulation made pursuant to such
statute, or for the
purpose of overcoming difficulties in the administration of the Trusts
hereof.
4.3
Passing of Accounts. The Trustee shall not
be required to pass its accounts in a Court of competent
jurisdiction
except pursuant to a Court Order on the application of the Beneficiary. The
Trustee shall
keep
and maintain accurate accounts of her trusteeship and may, but is not obligated
to, have them
audited annually by a chartered account or a certified general
accountant and the expense thereof shall
be an expense to the Trust Fund.
4.4
Minor Beneficiary. Any notice or report
to a minor Beneficiary as required in this Settlement shall be
given to
either parent of the minor Beneficiary or to the guardian of the minor
Beneficiary.
ARTICLE 5
Appointment of Trustees
5.1
Appointment of Trustee. The power of
appointing trustees is exercisable by the Settlor during the
Settlor’s
life and by will after the Settlor’s death.
ARTICLE 6
Trustee's Decisions
6.1
Decisions Made in Canada. All decisions of the
Trustee must be made in Canada unless the Trustee
by
supplemental indenture determines otherwise and any decision of the Trustee
made outside of
Canada will have no effect unless a supplemental indenture permits such
decisions to be made outside
of
Canada.
ARTICLE 7
Liability, Indemnification and Compensation of Trustee
7.1
Fees. The Trustee is entitled to a fee for
acting as Trustee under the provisions of the Settlement of
such
reasonable amount as is agreed upon between the Protector and the Trustee but
not in excess of
the
maximum allowed by any rule of law or practice prevailing in the jurisdiction
in which the Trust is
resident and situated, and such fees may be charged to and paid out of
either income or capital or both
of
the Trust Fund. The Trustee shall be reimbursed for all reasonable expenses
incurred in carrying out
the
administration of the Trust Fund.
7.2
Trustee Liability. The Trustee is not
responsible for any act or omission or any error of judgment not
amounting
to actual fraud in the management and administration of the Trust Fund. The
Trustee is not
personally liable upon any moneys to become due from or by any claims
against the Trust Fund or
upon
any investment executed by the Trustee under these provisions. The Trustee has
the power to
bind
the Trust without rendering the Trustee personally liable.
7.3
Trustee Indemnity Re: Exercise of Discretion. The
Trustee will be fully protected in exercising any
discretion
granted to the Trustee in this Settlement and will not be liable to the Settlor
or the Settlor's
estate or to the Beneficiary or to any other person whatsoever by reason
of the exercise of any such
discretion. The Trustee will exercise the powers and discretions given
to the Trustee in what the
Trustee deems to be the best interests, whether monetary or otherwise,
of the Beneficiary, and all such
exercise of the Trustee's powers and discretions will be binding upon
all the Beneficiary and will not
be
subject to any question by any person, official, authority, court or tribunal.
7.4
Trustee Indemnity Re: Taxes, Levies, Damages. The
Trustee is not personally liable for the payment
of any
taxes that may be subject to assessment or payment during the currency of the
Trust Fund which
are
the result of any failure by the Trustee to withhold, report or pay any taxes relating
to the
administration of the Trust or Trust Fund and in the event that the
Trustee should be called upon to pay
any
taxes, penalties or other charges, the Trustee will be reimbursed for any
amounts paid personally
by
the Trustee out of the capital or income of the Trust Fund. This provision for
indemnity and
reimbursement will also extend and apply to any other fines, levies,
assessments or damages levied
against the Trustee, whether by a court or otherwise, in respect of or
arising out of any matter or thing
done
or omitted to be done in connection with the management, operation or
administration of the
Trust
Fund.
7.5
Indemnity Continues. All indemnities,
protections and liens granted to the Trustee under this
Settlement
shall continue in favour of any Trustee who is no longer holding office in
respect of any
claim, loss, expense or other liability that arose when the former
Trustee held office.
7.6
Obligations of Successor Trustee. No
successor Trustee will be required or be under any duty to
examine,
question, verify or audit the books, records, or accounts of any predecessor
Trustee.
ARTICLE 8
Miscellaneous Provisions
8.1
This Settlement may be executed in any number of
counterparts, each of which will be deemed to be
an
original, but all of which together will constitute one and the same document.
8.2
The provisions of this Settlement are severable from
one another and a finding of a court that one
provision is not enforceable shall not affect the enforceability of the
rest of the Settlement.
8.3
This Settlement constitutes the entire agreement
between the parties and supersedes and replaces all
prior
or oral written communications between the parties relating to the subject
matter hereof.
8.4
This Settlement shall enure to the benefit of and be
binding on the heirs, executors, administrators,
successors and assigns of the Settlor and the Trustee.
8.5
Headings in this Settlement are inserted for
convenience of reference only and shall not affect the
construction or interpretation of this Settlement.
8.6
This Settlement shall be construed according to the
laws of the Province of British Columbia and,
where applicable, the laws of Canada.
IN
WITNESS WHEREOF the parties hereto have hereunder set their hands and seals as
of the date
first
herein mentioned.
________________________________________ ________________________________________
Witness
LEO ALPHONSE, as settler (in memoriam)(non-voting)
________________________________________
________________________________________
Witness
RALPH GOODWIN, as
settler
________________________________________
________________________________________
Witness BERNADETTE
(PETER) SAM, as settler
________________________________________
________________________________________
Witness RUBY
PETER, as settler
________________________________________
________________________________________
Witness
LEO PETER, as
settlor
________________________________________
_________________________________________
Witness
LEO ALPHONSE, as
trustee (in
memoriam)(non-voting)
________________________________________
________________________________________
Witness
RALPH GOODWIN, as
trustee
________________________________________ ________________________________________
Witness
BERNADETTE (PETER) SAM, as
trustee
________________________________________
________________________________________
Witness
RUBY PETER, as
trustee
________________________________________
________________________________________
Witness LEO
PETER, as trustee
SINCE TIME BEGAN : salus populi suprema est lex - the right of the people is the supreme law : IN TRUTH WE TRUST
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