upon full payment for said shares under the terms of my subscription, to issue a certificate for the said stock to the said C D. (Signed and dated in the presence of witnesses.) To the Form 3099. Demand for Transfer of Stock. Company, its directors and officers. You are hereby notified that I am now the legal owner of shares of the capital stock of this company and that the certificate No. for said shares of stock issued to C D. dated,, has been duly assigned and transferred to me, and which said original certificate and the assignment thereof I now here exhibit and present to you. And I now hereby offer to surrender the said certificate on condition that I receive a new certificate for said shares of stock in my name, and I do now demand that you forthwith transfer said shares of the capital stock to me on the books of this company, and that you issue to me a new certificate therefor in my name. (An oral demand in substantially this language is sufficient.) Form 3100. Agreement Transferring Stocks and Bonds to Holding Company. On 19-, a contract was entered into between the Great Northern Railway Company and the Lake Superior Company, Limited, by the terms of which it was agreed that, in consideration of the Great Northern Railway Company having transferred to the said Superior Company certain stocks, bonds, and properties enumerated therein: First. The Superior Company should not dispose of the same without the consent of the Northern Company. Second. The Superior Company should pay out of the income all taxes and certain expenses referred to therein. Third. The Superior Company would, when requested by the Northern Company, pay the balance of the income to the stockholders of the Northern Company as they may appear of record at the date of closing the stock transfer books of that company for some regular dividend, ratably in proportion to their respec tive holdings of Northern Company's stock. The board of directors of the Northern Company might, by resolution approved by its stockholders, direct that such profits, income, or dividends received of the Superior Company, instead of being put out in the form of dividends to the stockholders of the Northern Company should be used for acquiring other property or for such other uses and purposes and upon such terms and conditions as may be set forth in such resolution. Fourth. The Northern Company might, by resolution approved by its stockholders, authorize or direct the Superior Company to lease, sell, or transfer any or all of said earnings transferred to them as aforesaid by the Northern Company. Fifth. Upon demand of the Northern Company, made by resolution of its board of directors, approved by its stockholders, the Superior Company agreed to transfer the stocks, bonds, and properties held by it hereunder to the Northern Company, or to such other body or person as might be designated by said resolution. Sixth. Action of the stockholders of the Northern Company authorized or required under this contract shall be in the form of resolutions adopted at their annual meeting, etc. Seventh. Provided that copies of resolutions of the Northern Company or its stockholders should be delivered to the Superior Company. Note: The above is the substance of the agreement as stated by the court in In re Bunker's Estate, 137 N. Y. S. 104, after which agreement and on the same day the stockholders adopted the following resolution. Resolution by stockholders ratifying contract transferring stocks and bonds to holding company. Whereas, the stocks, bonds, and properties transferred to the Superior Company by such contract were acquired with funds which might otherwise have been lawfully distributed in the form of dividends to and among the stockholders of this company, and such stocks, bonds, and properties have been held subject to division among such stockholders through a sale and distribution of proceeds or otherwise; and whereas, it is in the interest of the stockholders of this company and their desire that the properties, stocks, and bonds transferred by said contract, instead of being sold or divided, be kept together and the property used and the business of the companies represented by the stocks and bonds managed and controlled in connection and concurrently with the operation of the Great Northern Railway Company; and whereas, to that end said contract was executed, and the right to assign or transfer stocks or properties of either of such corporations was fixed and limited as therein expressed. Resolved, That said contract and its execution by the vicepresident of the Great Northern Railway Company be in all respects ratified, approved, and confirmed. to Resolution by board of directors authorizing holding company to Resolved, That the Lake Superior Company, Limited, be and is hereby authorized and directed to assign, transfer and deliver and, to be by them held in trust for the uses and purposes, with the powers and authority and upon the conditions substantially as set forth in the draft of trust agreement stated at length in these minutes, the following stocks and securities now held by the said Lake Superior Company, Limited, under a contract dated the 19—, entered into between it and this company: day of (Here follows a list of stocks and securities.) day of Resolved Further, That the said trust be and is hereby created for the benefit pro rata of those persons who shall be shareholders of this company, registered and appearing as such upon its books at the close of business on the 19. Certificates of such beneficial interest as provided in said trust agreement are to be issued by the trustees as soon as practicable to the persons entitled thereto. A. D. Resolved Further, That for the purpose of determining the persons who shall be entitled to share in said trust the president and secretary of this company shall cause to be prepared a duly certified and true and accurate list of the persons who shall be shareholders at the close of business on said day Trust agreement as to shares of stock. day of, A. D. 19-, by and Company, Limited, and and Agreement made this between the Lake Superior three others, parties of the second part, witnesseth: Whereas, the party of the first part has acquired the shares of stock hereinafter described and transferred, and now holds the same for the benefit of the shareholders of the Great Northern Railway Company, etc.: Now, therefore, the party of the first part assigns to the parties of the second part, called trustees, the following personal property enumerating stocks and bonds above referred to. To have and to hold all and sundry the said shares of stock, etc. In trust, however, to hold, use and dispose of the said property and of income and proceeds thereof upon the trust herein expressed for and during the lives of the following named persons and the life of the last survivor of them and for and during the twenty years next following the death of the said survivor unless said trust shall be sooner determined. (Here follow the names of about 18 persons.) Power of trustees. Said trustees shall collect all income, etc., from said property. Said trustees shall out of the moneys so received by them pay all expenses, etc., of said trust. After payment made of or provisions made for the expenses of said trust, the said trustees shall from time to time and at least once in every year distribute and pay said portion of the net income and proceeds of the property held by them as such trustees as they may deem proper, to be so distributed among and to the persons appearing as shareholders of the Great Northern Railway Company, registered as such upon its books at the close of business on the day of, 19-. The interests of the persons made beneficiaries under said trust shall consist of 1,500,000 equal shares, each original beneficiary being entitled to receive the number of shares and a certificate therefor, as hereinafter provided in said trust, as equals the number of shares of stock of the Great Northern Railway Company registered as of the date aforesaid in his name as a holder thereof on the books of said company. The interest of each and every beneficiary in said trust, is and shall continue to be limited to the right to receive his proportional shares of dividends in such distribution as shall from time to time have been determined on and declared by said trustees as hereinbefore provided. Trustee's certificates. The trustees shall cause to be prepared certificates of beneficial interest under said trust, and each certificate shall state the proportional interest or number of shares to which the person named therein is entitled to under said trust. The trustees shall have full power during the continuance of the trust to sell or exchange for other property or otherwise dispose of any of the shares of stock hereby transferred to them or any property that may ever become subject to the trust, to invest the proceeds of such sale and other property which shall be held by them under the same trust, etc. Upon the expiration of the 20 years following the death of the last survivor of the before mentioned persons upon whose lives the said trust is limited, the trustees shall at once proceed to wind up the affairs of the said trust. After paying off all the expenses and obligations of the trust they shall distribute ratably among the certificate holders all moneys remaining in their hands as such trustees, and shall convey and transfer unto the party of the first part or its successors and assigns all property save said moneys held by them under said trust. (Construed in In re Bunker's Estate, 137 N. Y. S. 104.) |