Appendix "A"


SOUTHERN ONTARIO MEDIA WORKERS' SOCIETY INCORPORATED, (hereinafter the "Trustee"), hereby acknowledges and declares that it holds the real property known as 1253 Queen St. East, Toronto, Ontario and the monies held in and to be applied to the Local Defence Fund (hereinafter the "Trust Property") and such other property as may replace or be added to it, in trust for the benefit of the Southern Ontario Newsmedia Guild (hereinafter the "settlor").  The undersigned further declares that all advantages, profits and dividends accruing on or arising from the Trust Property shall be held by the undersigned for the use, benefit and advantage of the Settlor.

The Trustee shall have the power at any time and from time to time:

  1. to invest the Trust Property in any investments which the Trustee considers advisable, notwithstanding that such investments may not be investments authorized by law for trustees;

  2. to invest the Trust Property or any part or parts thereof in any low or non-income producing investments;

  3. to sell any part or parts of the Trust Property at public auction or at any private sale to any individual, corporation or association, at such price and upon such terms and with or without security or interest as the Trustee deems advisable;

  4. to deal with any shares, bonds or other securities which may from time to time form part of the Trust Property in such manner as the Trustee considers advisable, including voting shares, serving as director of any corporation, participating in any reorganization or share exchange, entering any voting trust agreement, granting proxies, and admitting to register any such property;

  5. to hold the assets from time to time constituting the Trust Property in bearer form, in its own name or in any other name and without disclosing the fiduciary relationship;

  6. to keep the whole or any part of the Trust Property within or without the Province of Ontario;

  7. to adopt any rules it sees fit to allocate and apportion receipts and expenditures as between income and capital of the Trust Property;

  8. to distribute the Trust Property or any part or parts thereof in cash or kind;

  9. to make any payments it sees fit for expenses and other liabilities of the Trust;

  10. to incorporate any corporation;

  11. to obtain and pay for the opinion of legal counsel on any dispute touching the Trust or the Trust Property and retain counsel to act for the Trust if the Trustee sees fit;

  12. to borrow money from any government, individual, corporation or association upon such terms as the Trustee sees fit (but solely for the purpose of administering the Trust Property) and for such purposes to pledge, hypothecate, charge or otherwise encumber the Trust Property or any part or parts thereof;

  13. to employ bankers, brokers, agents, auditors and advisors of all kinds upon such terms as the Trustee sees fit; and

    1. in connection with income tax, to choose the fiscal year of the Trust, to make elections, take depreciation, obtain payment deferrals, litigate and settle tax disputes, and take all such other steps as are available under taxing statutes as the Trustee considers appropriate for the benefit of the Trust and its beneficiaries and, further, to join with any beneficiary to make elections under taxing statutes.

PROVIDED THAT none of the powers hereinbefore set out shall be exercised in any manner whatsoever so as to offend against any law respecting perpetuities from time to time made applicable to the Trust.

Inasmuch as the Trustee is not hereby limited to investing the Trust Property in investments authorized by law for trustees, the Trustee shall not be liable for any losses sustained by the Trust by reason of the purchase, retention, sale, exchange or other disposition of any investment made by the Trustee in good faith.

This Trust is organized and shall be operated exclusively for the purpose of promoting trade unionism and the welfare of those working in the print and electronic media in Southern Ontario.  The Trustee shall act in such manner in relation to the Trust Property as the Settlor shall direct.

On demand, the undersigned agrees to account to the Settlor for all advantages, profits and dividends received by the undersigned, accruing on, or arising from, the Trust Property.

IN WITNESS WHEREOF the said Corporation has hereto affixed its corporate seal, attested by the hands of its duly authorized officers this day of , 1994.






Per:  Gail Lem, President                           Per:  Martin Mittelstaedt, Treasurer