The purpose of the Small Investors' Venture Capital Trust (CLT) is for small investors to have an opportunity to participate in  venture capital startup businesses using this business trust as the lawful vehicle to compete in the capitalist system by being organized to be able to fund new opportunities and be able to reap the rewards of establishing new businesses and doing it as a matter of a right in a trust. The trustees of this Trust have several high technology projects in mind to implement as soon as possible, of which, the first project will be a totally automatic self contained electronic money and/or electronic credit system with a patented electronic purse that can be used to transfer funds between individuals and/or businesses without having to be on line with a computer or control system. 

            The Profile of the ability of the Small Investors' Venture Capital Trust(CLT) is that of John Dennis Snavely who has forty years experience as an electronics engineer and computer technologist making money for other people and being kicked out when they no longer needed him. The products that he invented and designed have always been innovative leading edge technology products that were years ahead of their time and he has more to implement. The electronic purse and electronic money system is a futuristic product that is ripe for exploiting and is the primary investment opportunity that is offered at this time.

            The Profile of the first product and service, the electronic money system with the patented electronic purse with means for funds transfer does not have to be on line with any bank or the internet to make credit or debit transactions. Money can be transferred from one purse, to another purse, to an electronic cash register, over telephone service to purses or electronic cash registers. Its like taking paper and coin money out of your purse or wallet to give to another except this is electronic money. The electronic money system consist of a financial institution, telephone service, electronic cash registers of which some have vending apparatus attached to them, telephone line simulators, electronic purses with means for funds transfer and means to deposit cash or credit into the financial institution. The electronic money system is a respository of electronic money and electronic credit. This product and service will become The e_money, e_credit Trust Company (CLT).

            This electronic money will replace plastic debit cards, credit cards and other paper money by using an electronic purse to do what the plastic debit cards, credit cards and other paper money do and that will simplify everybody's life, do away with federal reserve notes, pay telephones (the purse is also a telephone) and trips to the bank. ATM machines that dispense cash are replaced with telephones for people to service their account when they are away from their own telephone.

            The company will manufacture and market electronic purses, related electronic point of sale components and establish a financial communication and computer system to provide service for the electronic money system. You can review the patent at www.USPTO.Gov. or in the Patent Gazette. The Patent # is 6,112,984 issued Sept. 5, 2000. The patent will be licensed to the Small Investors' Venture Capital Trust (CLT).

            This electronic money system can be the ultimate money system. Investments are being offered to private individuals for $2.00 per share for 1000 shares of beneficial interest units that means investments are in $2000 increments of investment. If you wish to participate, read and study the Prospectus and the Declaration of Trust below to see how and than mail or E_mail your Prospective Investor's Subscription Interest Form Questionnaire with the amount of shares that you are interested in buying.

            You can save, copy and/or print this Prospectus, the Declaration of Trust and the sample Affidavit of Right.

            Have any questions or comments? E_mail or call us.

           Announcement will be posted below.

           The  Common Law Trademarks are registered with this  notice of usage, to be used internationally.

            I was sent a copy of Perry & Burkhardt's Internet Investment Daily and they say at Profit Multiplier #8:" IPOs and venture capital investments are now open to individual investors at a discount directly over the internet." , and I say, you can do better by investing directly with the venture company by investing in this "Trust" and this company should have all of the four P&B simple questions answered affirmatively that make it a good investment. P&B talks about investing in the picks and shovels businesses as being the businesses to invest in, not the gold miner, as being wise investors. This "Trust" company is building, owning, leasing a gold mind shaft and collecting tolls and you can be a toll collector forever and ever if you invest now for the future. This investment is not an investment that you will want to sell for a quick 5 or 10 percent gain. 

            P&B talks about public offerings at Profit Multiplier #4:"Golden Rule for buying any IP(ublic)O to maximize long term gains. Embarrassing simple. Almost infallible." This Trust offering is a private offering and that fits this rule with very little risk because there is a market for this product and service and the technology is available. 

            The whole business of making money in an industrialized world today is to automate a labor function or provide new products or services that were not before available and that is what high technology is all about, reducing the cost of doing the job or doing it more conveniently. In 1998 it was reported that stockbrokers made $274 Billion, so there is a place to make money. There are a few other major businesses such as banks and money exchanging which are middle men that are ripe for automating out of existence as well as stockbrokers. International money exchanging is a $60 billion per year cost and there is $3 trillion a year exchanged in the economy, much of it by cash payments or checks. Forbes' January 14, 2000 issue said "debtit card volume increased 49% last year to $7.3 billion and teens spend $150 billion a year." A new Forbes flyer received October 19, 2000 says if you'd put $20,000 into Intel 27 years ago, you'd have made over $33 million on the computer revolution. The only problem with that is that you were not invited, it was limited to a few venture capitalist.  So it stands to reason that a $2,000 investment in a similar investment opportunity has the opportunity to become $3,300,000. What more do you need to have your freedom? The electronic money system is ripe to startup a business for and it can but doesn't have to use the internet, it can be a private internet. Small business can flourish when this system is available to them. It can be the demised of big business, everything can be automated and everybody can own a part of it. What difference does it make who delivers your eggs, milk and cheese, the super market or the farmer's delivery boy. That should put a couple of middlemen out of business and existence. The little guy, with the new communications technology, has a better opportunity to have control over his business.

            The objectives and goals of the Small Investors' Venture Capital Trust(CLT) are to manufacture, build and operate the electronic money system, look for lucrative business opportunities like the present electronic money invention that can be exploited by and for our benefit and give small investors the opportunity to be organized into a powerful economic force.

            The immediate goals are to raise enough capital to build the electronic money system, build the capability, that is hire key people to man the key positions that are critical to the building the data communications and computer control center, setting up manufacturing facilities for manufacturing the electronic purses and associated electronic equipment needed to operate the system, to build an operations and maintenance department, build a marketing force and market the product, hire an independent auditing firm to audit our business trust and hire legal services to look after the legal end of our business.

            Private investors who wish to invest in the Small Investors' Venture Capital Trust(CLT) will have to send an affidavit of right when they send their initial investment to the trustees that states the following.

(example)

state of Alabama           }
      united states of America
                                               Afirmed:
county of Madison
      23rd Judicial Circuit}

            I, John D. Snavely, Affiant in this affidavit, of full age and competent, upon due affirmation, hereby state that the facts set out below are true and correct to the best of my knowledge and understanding and are presented in good faith:

           (1) I believe I have a just cause and,

           (2) I chose to invest in the Small Investors' Venture Capital Trust as my right to do so under the constitution of the united States of America in pursuant of the right to life, liberty and happiness and to associate with all participates in this Small Investors' Venture Capital Trust and,

           (3) I am a Citizen of the People of the Sovereign Body Politic of the Commonwealth of Pennsylvania, a State of the United States of America, by virtue of birth, inheritance and domicile and therefore a Citizen within the meaning of the original Constitution for the United States of America, reserving and asserting all of my rights and,

           (4) I, at all times, assert the limitations of Article I, Section 10, of the Constitution for the United States of America, to which all of the States of the Union are bound, inviolable; "No State shall ,,, ; make any Thing but gold and silver Coin a Tender in Payment of Debts; pass any ... , or Law impairing the Obligation of Contracts, ... ."; and further, I only use Federal Reserve Notes under threat, duress and coercion, with all of my rights reserved. 

      FURTHER AFFIANT SAITH NOT.

AFFIRMED under pains and penalty of perjury, SUBSCRIBED AND SEALED this ____________day of ________________________, 2001, in the county of Madison, 23rd Judicial District, Alabama.

                                                  __________________ 
                                                  John D. Snavely 
                                                  23rd Judicial District
                                                  3516 Maggie Avenue 
                                                  Huntsville, Alabama (35810)

We, the undersigned, witness this day that the one known to us to be the above signator did personally appear before us in the county of Madison, 23rd Judicial District, Alabama, and upon due affirmation did execute and affix the above signature and seal hereto.

 ______Date,_______________________L.S. a Citizen in Alabama.

 ______Date,_______________________L.S. a Citizen in Alabama.

 ______Date,_______________________L.S. a Citizen in Alabama.

         The information contained in this prospectus is not complete and may be changed. The above statements and the below Declaration of Trust are part of this prospectus. The information contained in the Declaration of Trust, stated below, will only be changed according to the trust instrument. This prospectus is a preliminary offer to prospective investors who will qualify to purchase shares of beneficial interest in this Trust. Prospective investors will mail, e_mail or postal mail, their intent to purchase shares of beneficial interest in this Trust to John D. Snavely with the questions answered in the Prospective Investor's Subscription Interest Form Questionnaire below. Trustees will make a firm offer to qualified purchasers after they have evaluated the responses to this preliminary offer and may not make any offer for any reason or no reason to any person. After sufficient time, if there is not enough interest, this preliminary offer may be with drawn in total or for no reason. The shares of beneficial interest of this Trust are not and will not be registered at this time.

         This is an initial offering of up to 4,000,000 shares of beneficial interest in the Small Investors' Venture Capital Trust.

         The Trustees will sell a minimum of 1,000,000 and a maximum of 4,000,000 shares in a direct participation offering. The Shares will be sold by officers and Trustees. Until the Trustees have sold at least 200,000 shares, the Trustees will not accept subscriptions for any shares. Shares must be purchased in increments of 1000 shares. All proceeds of this offering will be deposited in the Small Investors' Venture Capital Trust account at Wachovia Bank, NA. This offer will remain open until all shares offered are sold or nine months after the date of this prospectus. The Trustees may decide to cease selling efforts prior to such date if they determine that it is no longer beneficial to continue the offering.

         Prior to this offering, there has been no public market for the shares. The initial offering price will be $2.00 per share.

         The shares offered in this offering involve a high degree of risk with the possibility of  loss of your entire investment. 

         The Trustees currently have no arrangements with underwriters or broker-dealers to sell these shares.

         The date of this prospectus is March  5, 2007.

Arbitrary determination of offering price.

         The First Trustee has determined the initial offering price of the shares arbitrarily. Among the factors considered were the following: 

•  the nature and scope of the fact that this is a venture capital startup operation.  
•  current financial condition and financial requirements.  
•  estimates of business potential and prospects.  
•  competitors' products and services.  
•  the perceived market demand for the initial product.  
•  the economics of information technology, ecommerce industries, and the fact that this product does not have to use the internet to carry out its mission. 
•  the condition of the equities market. 

Terms of sale of the shares and investment procedures.

         The Trustees will be selling the shares in a direct participation offering on a "1,000,000 share minimum, 4,000,000 share maximum" basis through the officers and Trustees, who will be the shares and distributing this prospectus primarily over the internet.

         The Trustees have implemented certain marketing concepts to reach a broader audience for the shares of beneficial interest of this Trust. This plan uses the internet forms available to inform interested investors of this WEB site and may use URLs that direct share offerings to this WEB sites. At this time the Trustees have not placed any advertisement with any third party agency. The Trustees may also use a variety of printed or radio media.

         No sales commissions will be paid to any of the officers or Trustees. Prospective investors 
must purchase the shares in increments of 1000 shares. Until the Trustees have sold at least 200,000 shares, they will not accept subscriptions for any shares. All proceeds of this offering will be deposited in the Small Investors' Venture Capital Trust account at Wachovia Bank, NA. The Trustees have the right to completely or partially accept or reject any interest of subscription for shares in this offering, for any reason or for no reason. The offering will remain open until all shares in this offering are sold or nine months after the date of this prospectus. The Trustees may decide to cease selling efforts at any time prior to such date if they determine that there is sufficient funds to carry out the mission of implementing, manufacturing and marketing this product.

         Subscribers will send their check payable to the Small Investor's Venture Capital Trust and affidavit of right to John D. Snavely, First Trustee at 3516 Maggie Ave., Huntsville, Alabama with the ZIP code in parentheses as (35810).

         The shares of beneficial interest certificates of ownership will be sent by U. S. Postal Service to the subscribers.

          If  this offering is not oversubscribed, within a reasonable time after effectiveness, the trustees plan to  accept  all subscriptions as soon as reasonably practicable.  If this offering is oversubscribed or appears likely to be over subscribed within reasonable time after effectiveness, the Trustees plan to allocate the shares amoung the subscribers in their discretion.  Amoung the factors that they plan to consider are:

•             whether or not investors consent to receiving copies of the preliminary prospectus and final prospectus electronically.  
•            how long subscribers plan to hold shares.
•            the amount of shares subscribers wish to purchase 
•            whether the investor will sign an affidavit of right that states what is in sample affidavit of right  
•            what net worth range they are in and can they afford to take this risk.  
•            date of interest. 

Prospective Investor's Subscription Interest Form Questionnaire.

       1. How many shares of beneficial interest would you consider purchasing?

       2. How long do you intend to hold the shares?

       3. Will you accept electronic mail?

       4. Will you submit an affidavit of right?

       5. Is your net worth less than $12,000; $12,000 to $30,000; $30,000 to $100,000; $100,000 to $200,000; $200,000 to $500,000; greater than $500,000?

       6. Is your annual income less than $12,000; $12,000 to $30,000; $30,000 to $100,000; $100,000 to $200,000; $200,000 to $500,000; greater than $500,000?

       7. Can you afford to take this risk?

       8. What is your name and address?

       9. What are your work skills and expertise?

ANNOUNCEMENTS:
 
 

STATE OF ALABAMA     )
                                             )
COUNTY OF MADISON  )
 
 

            Declaration of trust made at the city of Huntsville, county of Madison, state of Alabama, on this 17th  day of October , 2000.

            by John Dennis Snavely of the city of Huntsville , state of Alabama , 10-17-00

            by James Michael Lee Jones of the city of Oakland , state of Tennessee , 12-17-00

            (herein after with their associates and successors as trustees hereunder, as hereinafter more fully provided called "the Trustees"), and it is hereby declared that John Dennis Snavely, shall be First Trustee of this trust with all powers, duties and privileges as set forth within this trust.

            Whereas, simultaneously with the execution hereof, there has been delivered to the Trustees specifically 1000.00 dollars of United States currency to be held upon the trusts of this Declaration, for which the Trustees have agreed to issue 1000 initial shares of this trust; and

            Whereas cash, additional securities, and other property, real, personal or mixed, of any kind or character whatsoever, may be hereafter from time to time transfer to or acquire by the Trustees \to be held upon the trusts of this Declaration: Now, therefore, this Declaration witnesseth and it is hereby agreed and declared, that the Trustees shall hold the said shares of common stock and any other property and assets of every kind and nature, both tangible and intangible, at any time acquired or received by them as Trustees hereunder, including, without limitations of the generality of the foregoing, all chooses in action and rights, together with the income therefrom and the proceeds thereof - all of the foregoing while so held being hereinafter generally called "the trust estate".
 
 

         1.1 Name. So far as may be practicable, the business of this trust shall be conducted and transacted under the name "The Small Investors' Venture Capital Trust," which name (and the words "this trust," whenever used in this Declaration, except where context otherwise requires) shall refer to the Trustees as Trustees but not personally, and shall not refer to the officers, agents or Shareholders of this trust.
 

         1.2 Places of business. The principal place of business of this trust shall be in the city of Huntsville, Alabama, or in such place within the state of Alabama as the Trustees may from time to time select. This trust may also have offices at such other places within or without said state of Alabama as the Trustees may from time to time designate or the business of this trust may require.

            The original of this Declaration and the minutes of this trust shall be kept as the principal place of business of this trust, and shall, at all times, be open to the inspection of any Trustee, but said minutes shall be open to the inspection of the Shareholders only it and to the extent and upon the terms from time to time determine by the Trustees.

         1.3 Powers. The Trustees, subject only to the limitations in this Declaration contained, shall have the absolute control, management and disposition of the trust estate and conduct of the business of this trust. Except as may be prohibited by law, they shall have power from time to time to carry on any kind of business or activity and take any action whatsoever which they may deem either for the profit or to the advantage of the trust estate, without limiting the generality of the foregoing, but subject in each case to any specific limitation in regard thereto that may be contained elsewhere in this Declaration, the trustees shall have power:

        A. To acquire, by purchase, subscription, or otherwise, and to guarantee, underwrite, invest or deal in and with, hold, lease (which word wherever used in this Section 1.3 shall include leases by or to this trust and leases for a period which may or may not extend beyond the limitation of this trust), sell, assign, transfer, mortgage, pledge, exchange, distribute or otherwise encumber or dispose of the whole or any part of the securities of any person or company (including securities of this trust), or the good will, rights, franchises, evidences of ownership, assets and property of any and every kind of any person or company, and to operate, manage and control, for itself or for others, directly or indirectly, such properties of any of them, either in the name of such other person or company, or in the name of this trust, and while the owner thereof to exercise all of the rights, powers and privileges of ownership of every kind and description, including the right, where voting is incident of ownership, to vote thereon with full power of substitution in the premises, to the same extent as the owner of the legal and equitable interest therein might or could do; and to pay for any of said property in cash, by issuing securities of this trust, or by guaranteeing, undertaking or assuming the whole or any part of the obligations or liabilities of any such person or company, or in any manner whatsoever.

            Notwithstanding any other provision herein, any property, rights to property, leases or any other thing so acquired by any contract, agreement, consensual arrangement or other form of understanding of any type, with any person or persons or other entity, the terms and stipulations of such contract, agreement, consensual arrangement or other form of understanding, including, but not limited to, the use, or exercise, of such rights so obtained and limitations on the powers of the Trustees therein included shall be binding.

        B.  :To contract for, purchase or otherwise acquire, own, lease, occupy, use, maintain, operate or develop and mortgage, sell or otherwise dispose of any lands or any interest or estate in lands. 
 

       C.  To loan money or securities upon security or without security as the Trustees may determine; to borrow money or securities and to issue securities of this trust therefore, and to secure the payment of such borrowed money or securities by mortgage, pledge or deed of trust of or upon all or any part of the trust estate, then owned or thereafter acquired, or otherwise.

       D. To apply for, buy, obtain, register, acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage, pledge or otherwise dispose of letters patent, copyrights or trademarks granted by the United States or any government, rights under patents, license and privileges, inventions, improvements and processes, and trade names.

       E. To acquire by purchase or otherwise, or to organize under the laws of, or establish in, the state of Alabama, or any other state, providence, country, nation or government, one or more companies for the purpose and to dissolve, terminate or liquidate this trust or any other company, or to merge, consolidate or reorganize this trust with any other company or any other company with this trust or with any other company.

       F. When, in the judgment of the Trustees, it shall be of benefit to this trust, to promote, loan money to, guarantee the dividends, interest payments, securities, contracts and other obligations of, and otherwise aid in any manner which shall be lawful, any person or company and to do such other and further acts and things as may be lawful to protect, preserve improve or enhance the value of any of the securities of any such person or company.

       G. To sell by public auction, tender or private contract or to exchange, lease or otherwise dispose of, upon such terns as to credit and otherwise as may be determined, or otherwise use and deal in and with, the whole or any part of the trust estate (including the good will thereof), and to become the purchaser at any sale or to rescind or vary any contract of sale under the circumstances under which any vendor of a legal and equitable title to property may rescind or vary a contract of sale and, in case of such purchase or rescission, to sell; to assign the trust property in trust for creditors or on the assignee's promise to pay the debts of the trust; and to convert, exchange or refund the whole or any part of the trust estate for or into any securities, property or other assets.

       H. To cause any real or personal property, including, without limitations of the generality of the foregoing, securities forming all of the trust estate, to be transformed into the name of this trust or into the names of two or more of the trustees jointly with the right of survivorship or into the name of anyone of the Trustees, or to cause or allow any such property, real or personal, to remain in the name of, or to be transferred into the name of, any person or company, and the same may be done in such a manner as not to give notice that such Trustee, person or company are Trustees thereof or that such property is affected by any trusts; and to convey and transfer or cause to be conveyed and transferred to any company which after such transfer shall be a subsidiary of or affiliated or allied with this trust all or any part of the trust estate, without consideration or for such consideration, including securities of such subsidiary or affiliated or allied company, as the Trustees may determine; to deposit any moneys of this trust in any bank or trust company or with any bankers, or with any bankers, and to entrust to any bank, bankers or trust company or safe deposit company for safekeeping, any of the securities and any documents and papers comprised in or relating to the trust estate. 

         I. To invest and reinvest the capital or other funds of this trust or personal property of any kind, or any interest therein; to collect all sums of money coming due to this trust, to consent to extension of the time for payment, or to the renewal of any securities forming part of the trust estate, and to execute and deliver releases, agreements and other instruments, and to pay or satisfy any debts or claims; to determine whether any moneys or property are for the purposes of this Declaration to be considered as capital income, and what constitutes the net profits of this trust for the fiscal year (which may also be determined by the Trustees) or other period, and in what manner any expenses or outgoings are to be borne as between capital and income, all of which may be determined in accordance with Section 7.1; to set aside as and for surplus such sums as the Trustees may deem advisable out of net profits or from reduction of the share capital of this trust or from any other sources which according to proper accounting practice may be considered properly applicable to surplus, all of which may be determined in accordance with Section 7.1.

       J. To pay any and all taxes or liens of whatever nature or kind imposed upon or against or upon the Trustees for any act or acts or other thing directly relating to the performance of their duties and responsibilities connected to this trust. 

      K. To fix the compensation of the officers and agents of this trust and to establish in favor of said officers and agents (including officers and agents who may be Trustees), and the officers and agents of any company which may be a subsidiary of or affiliated or allied with this trust, any plan of profit sharing of other plan providing for any payment for services rendered or to be rendered to this trust or to such subsidiary, affiliated or allied company out of or based upon the net profit of this trust or otherwise; and to give any such officers or agents any option or contract to purchase any securities of this trust which has been authorized but remain unissued or are held in the treasury, at such prices and on such terms and conditions as may be fixed from time to time by the Trustees. 

       L. To grant rights or options good for any period of time, including an indefinite period time (but not to exceeding the duration of this trust), to purchase from this trust any of securities of this trust which have been authorized but remain unissued or are held in the treasury, at such prices and on such terms and conditions as may be fixed from time by the Trustees; and to create and issue warrants or other instruments representing such rights or options in such form as the Trustees may determine.

       M. To sue and be sued, and to bring, defend, compromise, settle, adjust, arbitrate, abandon or terminate all suits, proceedings, disputes, claims, demands and things relating to the trust estate arising out of or in connection with the business of the trust or the administration of the trust estate, whether in the name of this trust or of the Trustees or of the Shareholders or otherwise, before any court, or administrative or other body, or otherwise; it being understood that if under any rule of law any cause of action, at law or in equity and under any present or future law, shall reside in or lie against the Shareholders, proceedings in such cause shall be brought by or against then Trustees who shall for such purposes represent the Shareholders, and that any judgment, order or decree rendered in such proceedings shall (subject to Section 6.3) bind this trust and the trust estate to the same extent as if each and every Shareholder had been made a party thereto; and  in such proceedings and in all  proceedings against this trust service of process upon one of the Trustees shall be sufficient. 

         N. To adopt and from time to time alter a seal for this trust in such form as the Trustees may determine.

       O. To determine from time to time to what extent and upon what terms, if at all, the books of account of this trust shall be open to inspection of the Shareholders.

       P. To carry on any and all of the operations and business of this trust within or without the state of Alabama or the United States of America.

       Q. To do each and every thing which at any time shall appear to the trustees conducive to the protection or benefit of the trust estate, and generally in all matters to deal with the trust estate and to manage and conduct the business of this trust as fully as if the Trustees were the absolute owners of the trust estate and in so doing to enter into contracts and arrangements with any person and to execute all deeds, covenants and instruments; and all whether or not involving action or investments of a kind or extent legal or customary for trustees or for the management of trust funds. 

          The powers and discretion conferred upon the trustees by this Section and elsewhere in this Declaration may be delegated to committees, officers and agents of this trust, and shall not be deemed to be mandatory, but shall, together with any and all implied powers and discretion, be exercised by the Trustees from time to time to the extent deemed by them to be advantageous to this trust, and may be exercised to the same extent and as fully as individuals might or could do as principals, agents, contractors or otherwise, and either alone or in conjunction with others. The acts of the Executive Committee, other committees, officers and agents, within the scope of their respective authorities, shall be deemed to be the acts of the Trustees and not the Shareholders.

          Anything in this Section or elsewhere in this Declaration (except in Section 3.7 and 9.5) contained to the contrary notwithstanding, the Trustees shall not, at or substantially at one time or as or in connection with any one transaction, lease, sell, transfer, mortgage, pledge, exchange, distribute or otherwise encumber or dispose of any of this trust constituting twenty-five percent (25%) or more of the total value of the assets of this trust. However, this paragraph shall not apply to any mortgage, deed or trust, pledge or other encumbrance to secure purchase money obligations. 

         2.1 Trust Estate Vested in Trustees. Title to the entire trust estate shall, subject to the provisions of Paragraph two of Section 1.3(A) and paragraph H of Section 1.3, be transferred to, and the entire estate shall always be vested in such Trustees. Notwithstanding any other provision of this Declaration, all real estate at any time forming part of the trust estate shall be held upon trust for sale and conversion into personal estate at such time or times and in such manner and upon such terms as the Trustees shall approve, but the Trustees shall have power, until the termination of this trust, to postpone such conversion as long as they are in their uncontrolled discretion shall think fit; and, for the purpose of determining the nature of the interest of the Shareholders. therein, all such real estate shall at all times be considered as personal estate; and the real estate and personal property in the trust estate shall constitute a single fund.

            Upon the retirement of any Trustee and/or upon the election of any new trustee such instruments, if any, shall be executed, acknowledged and delivered by the retiring trustee (or his heirs or representative) or by either Trustees, as the other Trustees shall deem to be necessary or convenient for confirming or providing evidence of the vesting of the trust estate in the Trustees for the time being. But pending such election, and after such election, without the execution of any conveyance, all the powers of the Trustees hereunder shall always (not restricting the same to the above enumerated cases) vest in the trustees for the time being hereunder and the trust estate shall as aforesaid always vest in such Trustees.

         2.2 Number of trustees, Elections, etc. There shall be one or more Trustees hereunder. The person(s) executing this Declaration are the original First Trustee and Secondary Trustees, if any.

         First Trustee. The person so named and declared in this trust shall be the original First Trustee and shall remain First trustee for the duration of this trust. The original First Trustee, nor any successor First Trustee thereafter shall be subject to any election or removal and shall remain First Trustee unless he become deceased, shall resign or be incapacitated and unable to perform the duties and responsibilities of such First Trustee. The First Trustee shall have and exercise all power as a trustee granted by this trust and shall have in addition to the general powers granted, the power to assign special duties and responsibilities as he may deem necessary and appropriate for the advantage and/or benefit of this trust, to the other Trustees. However, the manner of executing such duties and responsibilities as assigned shall be within the discretion of Trustee so assigned such duties and responsibilities. 

            The First Trustee shall have the sole power to name his successor as First Trustee. But should the First trustee become deceased, resign or become unable to perform his duties and responsibilities without naming a successor, three Secondary trustees shall nominate two or more persons to become First trustee and shall submit the names of such nominees for vote by the Shareholders and the next annual Shareholders meeting. The Shareholders shall vote on such nominees and the nominee who shall receive the majority vote shall become the First trustee with all powers and limitations granted within this trust. 

              Other than the First Trustee all other Trustees are hereby declared and shall be Secondary Trustees. The number of Secondary Trustees may at any time and from time to time be changed any Secondary Trustees may be removed by a majority vote of the Shareholders or by written instrument signed by the holders of a majority of the outstanding shares and filed at the principal place of business of this trust; provided that for a period of three months from the date of this Declaration the original Trustees may from time to time appoint not exceeding twenty additional Secondary Trustees. Each Secondary Trustee shall hold office to the annual meeting of the Shareholders next succeeding his election and until his successor shall have been duly elected and qualified unless he shall sooner resign, be removed or die. Any Trustee may resign by delivering his resignation in writing to the Secretary and such resignation shall take effect upon delivery unless some other date shall be specified therein. Any vacancy in the office of Secondary Trustee (including any arising from an increase in the number of trustees or from removal of any Trustee) shall be filled by a majority vote of the Shareholders, but until so filled may be filled by vote or resolution of at least a majority of the remaining Trustee then in office. Each Secondary Trustee (not including Secondary Trustees continued in office by reelection) shall qualify by filing his written acceptance at the principal place of business of this trust.

            Trustees may, but need not be Shareholders.

         2.3 Action by trustees - Quorum. The Trustees may act by a vote or resolution at a meeting which a quorum is present or by written vote, resolution or other writing without a meeting signed by all the trustees then in office. Except where this Declaration otherwise provides, all action taken at such a meeting shall by vote or resolution of a majority of such Trustees as are present and any Trustee not present shall vote by proxy and represented by other Trustee of his choosing. A majority of the Trustees then in office shall constitute a quorum. Less than a quorum may adjourn a meeting from time to time and the meeting may be held as adjourned without further notice other than announcement at the meeting.

         2.4 Meetings of Trustees. The Trustees may establish a fixed time and place (within or without the state of Alabama) for regular meeting and no call or notice of any such meeting shall be required. Immediately after the annual meeting of the Shareholders, or the special meeting held in lieu thereof, a meeting of the Trustees shall be held at the same place and no call or notice thereof shall be required. 

            Special meetings of the trustees may be held at any time and at any place (within or without the state of Alabama) and shall be held at the direction of the president, Secretary or two or more of the Trustees. Subject to the provisions of Section 8.1, notice of such meetings shall be given to each Trustee in a manner provided in Section 8.2 at least twenty-four hours before the hour set for such meeting.

         2.5 Trustees to Keep Records. The trustees shall cause to be kept in books provided for that purpose minutes of all meetings, and originals of other votes or resolutions, of the Trustees and of the Executive Committee and minutes of all meeting of the Shareholder.

         2.6 Compensation of Trustees. Each Trustee shall be entitled to such reasonable compensation for his services as may be fixed from time to time by vote or resolution of the Shareholders or a majority of the Trustees then in office. A Trustee or a Shareholder may serve as an officer or in any special or other capacity and receive compensation therefor.
 

         3.1 Officers and Agents. The Trustees shall appoint a president, who shall be a Trustee but need not be a shareholder, one or more Vice Presidents, a Treasurer and a Secretary and may appoint such other officers and agents as the Trustees may from time to time deem appropriate, none of Whom need be Trustees or Shareholders.

            Except as otherwise provided by the trustees or in this Declaration, each officer shall have the powers and duties as prescribed and/or directed by the Trustees but each such officer shall, in his discretion determine the most appropriate manner in which to execute such power and duties. Any two or more officers except those of President and Vice President may be held by the same person. The Treasurer shall, it the trustees so require, give bond for the faithful discharge of his duties in such amount and with such security, if any, as the Trustees may require.

            Unless the two offices are held by one person the treasurer shall be ex officio an Assistant Secretary and the Secretary shall be ex officio an Assistant Treasurer.

         3.2 Resignations and Removals. Any officer or committee member may resign by delivering his resignation in writing to the Secretary and such resignation shall take effect upon delivery unless some other date shall be specified therein. All officers, committee members, agent or others performing any service appointed or otherwise of this trust shall be subject to removal at any time by the Trustees or by the committee or other person designated and empowered by the Trustees or as provided by this Declaration.

         3.3 Executive Committee. The trustees may from time to time elect from their own number an Executive Committee of not less than three members, which committee may, and unless otherwise provided by the Trustees shall, be vested with all the powers and discretion which this Declaration provides (elsewhere than in Section 2.3) shall be exercised by a vote or resolution or other action of a specified proportion of the Trustees then in office. The Trustees may at any time dispense with the Executive Committee.

         3.4 Action by Executive Committee - Quorum. The Executive Committee may act by a vote or resolution at a meeting at which a quorum is present or by a written vote or resolution without meeting (with or without notice to the other members of the Executive Committee) signed by at least a majority of the members of the Executive Committee then in office. All action taken at such meeting shall be by vote or resolution of a majority of such member of the Executive Committee as are present. A majority of the member of the Executive Committee then in office shall constitute a quorum. Less than a quorum may adjourn a meeting from time to time and the meeting may be held as adjourned without further notice other than announcement at the meeting. Action taken in accordance with this Section shall have the same force and effect as if taken by all the members of the Executive Committee. 
 

         3.5 Meetings of Executive Committee. The Executive committee may establish a fixed time and place (within or without the state of Alabama) for regular meetings, and no call or notice of any such meeting shall be required. 

            Special meetings of the Executive Committee may be held at any time and at any place (within or without the state of Alabama) and shall be held at the direction of the President or any member of the Executive Committee. Subject to the provisions of Section 8.1, notice of such meetings shall be given to each member of the Executive Committee in manner provided in Section 8.2 at least twenty-four hours before the hour set for such meeting.

         3.6 Other Committees. The Trustees may appoint such other committees, whether from their own number or otherwise, as they may deem desirable and prescribe their powers and duties and the tenure of office of the members thereof.

         3.7 Power to Convey Real Estate and Execution of Instruments. A majority of the Trustees, as are for the time being, shall have full power to convey, mortgage or lease all or any of the real estate from time to time comprised in the trust estate or any interest therein, and to execute on behalf of this trust instrument effecting such conveyance, mortgage or lease. A certificate signed by the Secretary evidencing compliance with the foregoing provision shall be conclusive in favor of any person relying thereon.

            All other agreements, contract, covenants, bonds, notes, checks, drafts, bills, securities and other instruments make, accepted or endorsed on behalf of this trust shall be signed by such officers or persons as the Trustees shall from time to time authorize and such authority may be general or confined to specific instance. The seal of this trust may be affixed to any instrument by any officer of this trust.
 
 

         4.1 Meetings of Shareholders. An annual meeting of the Shareholders shall be held on the Monday of the third week of July in each year, if not a legal holiday and if a legal holiday then on the day following, at the principal place of business of this trust or at such place (within the state of Alabama) or on such other day as the Trustees may from time to time fix. If such annual meeting is omitted on the day provided therefor, a special meeting may be held in lieu thereof. At the annual meeting or such special meeting the Secondary Trustees for the ensuring year shall properly be elected by a majority vote of the Shareholders and such other business may be presented as shall properly come before the meeting.  

              The Trustees or the President at any time may, and the President or Secretary shall, upon written request of a majority of the Trustees then in office or holders of one-tenth of all the shares at the time outstanding, call a special meeting of the Shareholders, by causing to be given or giving the notice required by Section 4.2, to be held at the principal place of business of this trust or at such other place (within the state of Alabama) as shall be specified by the Trustees, President or Shareholder at whose instance the meeting is called. Each such request shall state the purposes of the meeting and shall be delivered at the principal office of this trust addressed to the President or Secretary and in case the said President or Secretary shall fail or refuse for fourteen days after the request shall have been so delivered to call or cause to be called such meeting to be held within thirty days after the delivery of the request, the same may be called by the persons signing such request or by any three of them by giving the notice required by Section 4.2, and for such purposes such persons or their agent shall be given access to the principal share register of this trust.

         4.2 Notice of Meetings. Subject to the provisions of Section 8.1, a written or printed notice of each meeting of Shareholders, specifying the time, place and purpose thereof, shall be given to the Share- holders entitled thereto under the provisions of Section 7.2 in a manner provided in Section 8.2 at least ten days but not more than forty days before such meeting. No notice need be given of any adjourn- ment of a meeting other than announcement at the meeting. No business shall be transacted at any meeting of Shareholders, whether annual or other than such as is included in or is incidental to the purpose specified in the notice thereof.

         4.3 Action by Shareholders - Quorum. The holders of a majority of all the shares issued and outstanding present in person or represented by proxy shall be requisite to and shall constitute a quorum at any meeting of Shareholders; provided that less than a majority may adjourn a meeting from time to time. When a quorum is represented a majority vote of the Shareholders shall, except in so far as is otherwise provided in this Declaration, decide all questions brought before the meeting.

         4.4 Voting Rights - Proxies. Subject to the provisions of Section 7.2, each Shareholder of this trust shall be entitled to one vote in person or by proxy, appointed by an instrument in writing subscribed by such Shareholder or his duly authorized attorney, for each share held by him.
 
 

         5.1 Shares in Trust Estate. The beneficial interest in the trust estate shall be in the holders from time to time of transferable shares of beneficial interest. the authorized shares of beneficial interest shall consist of 200,000,000 shares without par value.
 

         5.2 Authorization of Additional Shares. This Declaration may be amended from time to time by majority vote of the Trustees to authorize shares in addition to those originally authorized. All such additional shares may be of a class or series with or without par value and ranking pari passu with any class or series of shares previously issued or having as compared with any class or series of shares previously issued any preferences, conversion or other special privileges or advantages or any deferred or restricted rights or any disadvantages whatsoever.

         5.3 Issues of Shares. Authorized shares of this trust may be issued from time to time in such amounts as the Trustees may determine, either for cash, services, securities, property or other value, or by way of dividends, or in exchange for other shares of this trust at the time outstanding, as full paid or part paid shares and at such price and upon such terms as to valuation of services, securities, property or other value or other shares and otherwise, as the Trustees may in their absolute discretion see fit and irrespective of the par value thereof, if any. Prior, however, to the issue for cash of any shares or securities of this trust convertible into shares, Shareholders of this trust shall be given an opportunity to subscribe thereto on terms no less favorable to the Shareholders than those upon which such shares or convertible securities shall be eventually disposed of; provided however that this right shall not apply to the reissue of shares previously issued and subsequently acquired by this trust. The Trustees may determine what part, if any, of the consideration received upon the issuance of any shares shall constitute paid-in surplus and the remainder (or the whole of such consideration if the same shall be not more than the par value, if any, of such shares or if no such determination be made by the Trustees) shall constitute capital; and, in the case of the issues of shares as a dividend, the Trustees may likewise determine the amount to be transferred from surplus to capital account in respect of such shares.

         5.4 Other Changes in Authorized Capitalization. This Declaration may be amended from time to time by two-thirds vote of the Trustees with respect to issues or unissued shares to (1) reduce the number of authorized shares; (2) establish, alter or remove a par value for all or any shares; (3) change all or any previously authorized shares into the same or a different number of shares of the same or any other class or classes with or without par value; and (4) classify or reclassify all or any previously authorized shares; and, without limitation of the generality of the foregoing, such amendments may create, alter or cancel any preferences, special privileges or advantages or any deferred or restricted rights or any disadvantages whatsoever, whether as to dividends, payments upon liquidation or termination, voting rights or otherwise.

            The Trustees may from time to time increase, decrease or adjust the capital account of this trust. Unless otherwise determined by the trustees, no change in share capital or capital account of this trust shall give rise to any right on the part of any Shareholder to receive a distribution of any assets of this trust.

         5.5 Acquisition and Status of Shares Acquired by the Trust. Shares of this trust may, in the discretion of the Trustees, be acquired by this trust either out of surplus or out of capital. If so determined by the Trustees shares so acquired shall be canceled without, however, thereby reducing the number of authorized shares; otherwise such shares shall be held in the treasury as an asset of this trust and may be sold or otherwise disposed of for such consideration and on such terns as shall from time to time be determined by the Trustees, but such shares while so held in the treasury shall not be entitled to any dividends or voting rights and shall not be deemed outstanding for the purpose of taking any action under this Declaration.  

         5.6 Share Registers. A register or registers shall be kept under the direction of the Trustees which shall contain the names of the Shareholders and their addresses as supplied by them, and the number of shares held by them respectively, and a record of all transfers thereof. The principal register, which shall contain a complete record in respect of all Shareholders, shall be kept in the city of Huntsville, Alabama. No Shareholder shall be entitled to recognition as such unless his name and address appears on said principal register. Except as provided in Section 4.1, share registers shall be open to the inspection of the Shareholders only if and to the extent and upon the terms from time to time determined by the Trustees.

         5.7 Share Certificates. Every Shareholder shall be entitled to receive a certificate in such form as the Trustees shall from time to time approve specifying the number of shares held by him. In case a share certificate shall be lost, stolen or destroyed, or become mutilated, the Trustees, upon submission of evidence satisfactory to them of such fact, may issue a new share certificate and in that connection may require bond of indemnity satisfactory to them.

            Share certificates shall be signed by such officers as the Trustees shall from time to time designate. In case share certificates are countersigned by a transfer agent and registered by a registrar of this trust, one or more of the signatures thereon certificates shall cease to hold such office before such share certificates shall have been actually issued, such share certificates may nevertheless be issued with the same effect as if the person or persons whose signature appears thereon had not ceased to hold such office.

         5.8 Transfers of Shares. Every transfer of any shares (otherwise than by operation of law) shall be in the hand of the transferor, or his agent thereunto duly authorized in writing, and upon delivery thereof to the Trustees or to a transfer officer or agent of this trust, accompanied by the existing certificate for such shares and such evidence of the genuineness of such transfer, authorization and other matters as may reasonably be required, shall be recorded in the principal register, and a new certificate representing such shares shall be issues to the transferee; and 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 issued to the transferor. Until any transfer shall be so made and recorded, the transferor shall be deemed to be the holder of the shares purported to be transferred thereby and neither the Trustees nor any agent or registrar nor any officer or agent of this trust shall be affected by any notice of such purported transfer. After a transfer shall be made and recorded as above provided the transferee shall be deemed to be a shareholder and no consent of the other shareholders shall be necessary in respect thereof.

         5.9 Transfer of Shares by Operation of Law. Any person becoming entitled to any shares in consequence of the death, bankruptcy or insolvency of any Shareholder, or otherwise by operation of law, shall be recorded in the principal register as the holder of the said shares, and receive a new certificate for the same, upon production of the proper evidence of his right thereto and delivery of the existing certificate to the Trustees or transfer officer or agent of this trust. But until such record is made, the Shareholders of record shall be deemed to be the holder of such shares for such purposes, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of this trust shall be affected by any notice of such death, bankruptcy, insolvency or other event. 

         5.10 Duty to Examine Into Trusts, etc., to Which Shares are Subject. Neither the Trustees nor the Shareholders nor any officer, transfer agent or other agent of this trust, shall be bound to take notice or be affected by notice of any implied or constructive trust, or of any charge, pledge or equity to which any of the shares of this trust or the interest of any of the Shareholders may be subject; and, without limiting the generality of the foregoing, neither the Trustees nor the Shareholders nor any officer, transfer agent or other agent of this trust shall be bound to ascertain or inquire whether any sale or transfer of any such shares or interest by any Shareholder or his personal representatives is authorized by any trust (whether express, implied or constructive) or proper in view of any charge, pledge or equity, or to recognize any person as having any interest therein, except the persons registered as such Shareholders, and the receipt of the person in whose name any share is registered, or if such share is registered in the names of more than one person, the receipt of any one such persons, or the receipt of the duly authorized agent of all or any of such persons, shall be sufficient discharge for all dividends and other money and for all securities or property payable, issuable or deliverable in respect of such share and from all liability to see to the application thereof. In case share certificates are in the name of more than one person they shall hold as joint tenants the entire interest therein and no future, limited or contingent interest therein shall be recognized other than that of trustee of an express trust.

         5.11 Nature of shares. Shares of this trust shall be personal property entitled the holders only to the rights and interest in the trust estate conferred by the law of the state of Alabama and by this Declaration, and shall not give to the holders any right to possess specific property of this trust for any purpose.
 
 

         6.1 Relationship between shareholders. No partnership is created by this Declaration or by the opera- tions of this trust hereunder. It is expressly declared that, as between the Shareholders, Trustees, officers and agents of this trust, a trust and not a partnership is deemed to be created by this Declarat- ion irrespective of whether any different status may be held to exist as far as others are concerned or in any other respect, and that the Shareholders shall be deemed to hold only the relationship of cestuis que trustent to the Trustees, with only such rights as are conferred upon them as such cestuis que trustent hereunder.

         6.2 Liability on Shares. No Shareholder shall be liable personally in any event except for pay- ments, if any, due upon shares of this trust held by such Shareholder, and each Shareholder shall be entitled pro rata to indemnity from the trust estate in case contrary to the provisions hereof, he should be held to personal liability. 

              No full-paid shares shall be assessed by this trust.

         6.3 No Personal Liability of Shareholders, Trustees, Officers, and Agents Generally. The trust estate shall be directly liable for the payment or satisfaction of all obligations and liabilities incurred by the Trustees, officers and agents of this trust within the scope of their authority. Although, as provided in Paragraph M of Section 1.3, the Trustees, as Trustees, may be made parties to any suit or proceeding to enforce any such obligation or liability, they shall not on account thereof be held to any personal liability therein but shall be parties only in so far as is necessary to enable such obligation or liability to be enforced against the trust estate. No Shareholder, Trustee, officer or agent shall be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the affairs of this trust, save only that arising from his own negligence or unauthorized acts; and all persons shall look solely to the trust estate for satisfaction of claims of any other nature arising in connection with the affairs of this trust. Under and in respect of all agreements, obligations, instruments and action in regard to the affairs of this trust, this trust and not the Shareholders, officers or agents shall be the principal and entitled as such to enforce the same, collect damages and take all other action. All such agreements, obligations, instruments and action shall be made, executed, incurred or taken by or in the name and on behalf of this trust or by the Trustees as Trustees hereunder but not personally. All such agreements, obligations, and instruments shall acknowledge notice of this Section or shall refer to this Declaration and contain a statement to the effect that the name of this trust refers to the Trustees as Trustees but not personally, and that no Trustee, Shareholder, officer or agent shall be held to any personal liability thereunder; and neither the Trustees nor any officer or agent shall have any power or authority to make, execute, incur or take any agreement, obligation, instrument or action unless the provisions of this action are complied with. Failure to comply with the provisions of this Section shall, however, in no event render any Trustee, Shareholder, officer or agent personally liable to this trust or its Shareholders.

         6.4 Liability of Trustees, Officers, Agents, etc., Inter Se. No Trustee, officer or agent of this trust shall be liable to this trust or to any Shareholder, trustee, officer or agent thereof except for his own gross negligence or for such of his acts, neglects and defaults as constitute a breach of committed in bad faith. Except as aforesaid, each Trustee, officer and agent shall be entitled to reimbursement out of the trust estate for his reasonable expenses and outlays and to be exonerated and indemnified to his reasonable satisfaction, from time to time, for or against any and all loss, expense and liability incurred or to be incurred by him in good faith in the execution of this trust. And no Trustee shall, as such, be obliged to give any bond or surety or other security for the performance of any of his duties.

         6.5 Reliance Upon Experts, etc. The trustees, officers and agents of this trust shall to be entitled to rely upon the opinion or advice of, or any statement or computation by, any counsel, valuer, surveyor, engineer, broker, auctioneer, accountant or other person deemed by them competent, whether or not disinterested or a Trustee, officer and agent of this trust or of any subsidiary of, or any company affiliated or allied with, this trust. 

         6.6 Obligations of Third Parties in Dealing with this trust, etc. Money may be paid and property delivered to any duly authorized officer or agent of this trust who may receipt therefor on behalf of this trust, and no person dealing in good faith with any duly authorized officer or agent shall be bound to see to the application of any moneys so paid or property so delivered. No company or body politic shall be affected by notice that any of its securities are subject to this trust or be bound to see to the execution of this trust or to ascertain or inquire whether any transfer of any such securities authorized by the Trustees or Executive Committee is otherwise authorized.

         6.7 Transactions involving Interested Trustees, Officer, etc. No Trustee of this trust shall be disqualified from acquiring securities of or from holding any office under this trust. 

            No arrangement with this trust in which any or all of the Trustees shall have an interest shall be void or voidable on account of such interest, if each such Trustee shall disclose (or the trustees shall have knowledge of, if authorization or ratification is to be by them) the nature of his interest, though not necessarily the details or extent thereof, and if such arrangement shall be authorized or ratified (a) at a meeting of the Trustees by vote or resolution of a disinterested majority of such Trustee as are present at the meeting (the interested Trustee or Trustees present, if any, being counted as present if needed to make a quorum) or (b) by a written vote or resolution signed by the holders of a majority of the shares without a meeting or (c) by a majority vote of the Shareholders. No such Trustee who shall have made such disclosure shall be liable to account with respect to any such arrangement. 

            Anything to the contrary in this Declaration notwithstanding, no arrangement between this trust and any other company in which any or all of the Trustees shall have an interest solely by reason of being officers, minority stockholders or creditors of such company (or solely by reason of being Trustees or directors thereof where such other company is a subsidiary of or otherwise affiliated or allied with this trust or owns at least a majority of the shares of this trust or where such arrangement is made by officers or agents of this trust in the ordinary performance of their duties and without the actual participation of such Trustees) shall be void or voidable on account of such interest, nor shall any Trustee be liable to account because of such interest nor need any such interest be disclosed, and such Trustee may vote and act in respect of such arrangement. Except in such instances, no Trustee shall vote or act in respect of any arrangement with this trust in which he shall have an interest, and if he does so vote or act his vote or action shall not be counted but shall not operate to render the arrangement void or voidable. 

            The disclosure required by this Section shall be sufficient if made (a) to the meeting of the Trustees or Shareholders authorizing or ratifying the particular arrangement in question, or (b) by a general notice presented to a meeting of the Trustees or Shareholders and filed with the Secretary stating that a Trustee is to be regarded as interested in all arrangements with a specified company and the nature of such interest, after which it shall not be necessary for such Trustee to give a special notice in regard to any particular arrangement with that company, or in regard to the nature of is interest in such particular arrangement. 

        No Shareholder shall be disqualified by holding shares in this trust, however great in amount, from holding any office under this trust. No Shareholder shall be disqualified from dealing or contracting with this trust as vendor, purchaser or otherwise; and no such arrangement, which any Shareholder shall have an interest, shall be void or voidable on account of such interest nor shall any Shareholder so interested be liable to account for any profit or benefit, nor shall any fiduciary relation be deemed to be established by such share holding nor shall any obligation be imposed on such Shareholder to disclose such interest or the fact thereof.

            As used in this Section, unless the context otherwise requires, "arrangement" shall include any contract, agreement, dealing or other transaction and "Trustee" shall include any committee member, officer or agent of this trust. The provisions shall not make any transaction void or voidable which otherwise would be valid, nor give rise to any accounting with respect to any such transaction. None of the provisions of this Section shall, however, be construed to protect bad faith.
 
 

         7.1 Declaration of dividends an Determination of Earnings And Surplus. Subject to the provisions of this Section, the trustees, in their discretion may from time to time declare dividends payable at any date fixed by them out of earnings or surplus (whether paid-in or otherwise) of this trust, in cash or property, including, without limitation of the generality of the foregoing, securities of this trust, and for that purpose may authorize the issuance of certificates and scrip and may capitalize all or any part of the surplus and may determine the number of dollars per share so capitalized; but no Shareholder shall have any right to dividends, whether cash, property or securities of this trust, except when and as such dividends shall be paid or notice shall have been given to all Shareholders who are to receive such dividends that the same have been declared aforesaid; and no Shareholder, Trustee, officer or agent of this trust shall be liable personally for any such dividend, and every Shareholder entitled thereto shall look only to the trust estate for the payment of any such dividend.

            The net earnings and surplus of this trust may be determined for any and all purposes on the basis of consolidated earnings statement and a consolidated balance sheet of this trust and its subsidiary companies, irrespective of whether or not this trust shall have actually received dividends or other payments from such subsidiary companies. There may be included in the assets of this trust or of such subsidiary companies un- amortized discount on bonds or other obligations, commissions paid on the sale of stock and other unexpired and prepaid items in accordance with proper accounting practice. The Trustees may at any time or from time to time revalue the amount at which any assets of this trust or of subsidiary companies are carried on the consolidated balance sheet, provided that in no case shall the amount at which an asset is so carried to a figure which is greater, in the opinion of the Trustees, than the actual value at that time of all such assets. Similarly the Trustees may at any time or from time to time revalue the amount at which any asset of this trust are carried on its individual balance sheet, provided that in no case shall the amount at which an asset is so carried be increased if such increase brings the total amount at which all assets on such balance sheet are carried to a figure which is greater, in the opinion of the Trustees, than the actual value at the time of all such assets. Any such revaluation (whether of assets as shown on the individual balance sheet of this trust or on the consolidated balance sheet) shall be shown by the books of this trust and the value so shown shall be deemed to continue unless and until there shall be another revaluation. 

              In the absence of fraud the determination of the trustees as to net earnings and surplus, and as to any revaluation or any other matter in connection with the payment of dividends shall be final and conclusive.

         7.2 Fixing R