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Exhibit 3.1
TEXAS PACIFIC LAND TRUST.
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DECLARATION OF TRUST
BY
XXXXXXX X. XXXXX, XXXXXX X. XXXXX AND
XXXXXXX XXXXXXX, TRUSTEES.
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DATED, FEBRUARY 1, 1888
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TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, the TEXAS AND PACIFIC RAILWAY COMPANY; XXXXXXX X. XXXXXXXXX and
XXXXXX X. XXXXX, Trustees of the Income and Land Grant Mortgage executed by said
Company, May 15, 1875, and of the Supplemental Mortgage executed March 23, 1876;
and XXXX X. XXXXX and XXXXXX X. XXXXXXX, Receivers of the property of the Texas
and Pacific Railway Company, have heretofore by deeds granted, bargained, sold
and conveyed unto Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxxxx Xxxxxxx, and
their heirs and assigns and the survivors and survivor of them, and the heirs
and assigns of such survivors and survivor, the lands, premises and property
described as follows, that is to say:
All those certain tracts, pieces or parcels of land situate, lying and
being in the Counties of Bowie, Red River, Lamar, Collin, Rains, Van Zandt,
Denton, Wise, Parker, Xxxx, Palo Pinto, Shackelford, Stephens, Callahan, Jones,
Taylor, Scurry, Fisher, Borden, Edwards, Dimmit, Nolan, Mitchell, Howard,
Martin, Xxx Xxxxx, Xxxxxxxxx, Midland, Andrews, Upton, Ector, Winkler, Crane,
Loving, Foley, Presidio, Pecos, Xxxx Xxxxx, Xxxxxx and El Paso, in the State of
Texas, particularly described in thirty-nine certain deeds or instruments of
conveyance, bearing date the 4th day of August, 1887, made by the said Texas and
Pacific Railway Company, Xxxxxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxx, trustees of
the Income and Land Grant mortgage, executed by said company May 15, 1875, and
of the Supplemental Mortgage, executed March 23, 1876, and Xxxx X. Xxxxx and
Xxxxxx X. Xxxxxxx, Receivers of the property of the Texas and Pacific Railway
Company, to said Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxxxx Xxxxxxx.
Also, all those certain unpaid contract obligations heretofore received by
Xxxxxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxx, as trustees as aforesaid, or by their
predecessors in the trust, for the purchase price of land embraced in the said
income and land grant mortgage, said contract obligations covering lands situate
in the several Counties of Denton, Wise, Tarrant, Parker, Palo
Pinto, Stephens, Callahan, Taylor, Nolan, Jones, Mitchell, Fisher, Xxxxxx, Xxxx,
Xxxxxxx, Xxxxxx, Xxxxxx, Midland, Xxx Xxxxx, Xxxxxxxxx, Xxxxxx and Xxxxx, in the
State of Texas, particularly mentioned and described in twenty-two certain deeds
or instruments of transfer, bearing date the 28th day of September, 1887, made
by said Texas and Pacific Railway Company, Xxxxxxxxx and Xxxxx, as trustees as
aforesaid, and Xxxxx and Xxxxxxx, as Receivers as aforesaid, to said Canda,
Drake and Xxxxxxx, subject to the terms and provisions of a certain agreement
between said Xxxxxxxxx and Xxxxx, as trustees, said Canda, Drake and Xxxxxxx,
and the Texas and Pacific Railway Company, dated May 1st, 1888.
Also, all the land certificates and unlocated balances of land certificates
issued to the Texas and Pacific Railway Company by the State of Texas, numbered,
dated and particularly described in a certain deed or instrument of conveyance,
bearing date the 4th day of August, 1887, and numbered 1241, made by said
Railway Company, trustees, and Receivers to said Canda, Drake and Xxxxxxx,
together with all and singular the rights, claims and interests in, to or in
respect of lands or land certificates embraced in and covered by said
last-mentioned deed.
AND WHEREAS, the said Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxxxx
Xxxxxxx, have made, executed and delivered, or are about to make, execute and
deliver, as hereinafter expressly provided, certificates in such amount, not
exceeding in the aggregate the sum of ten million three hundred and seventy
thousand dollars, as may be required to carry out the provisions of a certain
agreement bearing date the sixth day of April, 1887, made and entered into
between Xxxxx X. Wistar, Xxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx X. XxXxxx, Xxxxx
X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxxxxxx acting as a committee of the
bond and stockholders of the Texas and Pacific Railway Company, and Xxxxxx X.
Xxxxx, Xxxxxxxxxxx Xxxxx, X.X. Xxxx, Xxxxxxx X. Xxxxx and Xxxxxxx Xxxxxxx acting
as a committee representing the holders of the Income and
Land Xxxxx xxxxx and scrip of said Railway Company; said certificates being in
the form or substantially the form following, that is to say:
No. ----------------- Shares--------------------
TEXAS PACIFIC LAND TRUST.
CERTIFICATE OF PROPRIETARY INTEREST.
This is to certify, That
entitled to shares of one hundred dollars
each of proprietary interest in the lands and property in the State of Texas
heretofore conveyed by the Texas and Pacific Railway Company and other grantors
to Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxxxx Xxxxxxx, such proprietary
interest being particularly described and set forth in the declaration and
indenture of trust made by said Canda, Drake and Xxxxxxx, dated February 1st,
1888, and deposited with the Central Trust Company of New York.
These shares, which are of the par value of one hundred dollars each, are
subject to the terms and provisions of said declaration and indenture of trust
and are transferable only on the books of the said trust on the surrender of
this certificate and are not valid unless countersigned by the said Central
Trust Company of New York as Registrar.
IN WITNESS WHEREOF, the said Trustees have caused these presents to be
signed by their Chairman and Secretary at New York the day of
1888.
Secretary. Chairman.
Now Know Ye, that the said Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxxxx
Xxxxxxx, for themselves, their heirs and assigns, and the survivors and survivor
of them and the heirs and assigns of such survivors and survivor, do, by these
presents, make known, admit and declare that the said lands, premises and
property were so conveyed to them and that they now hold and
shall and will continue to hold the same, and any and all income and proceeds
thereof or of any part thereof, in trust as hereinafter provided for the benefit
of the several persons, firms and corporations who are or shall be or become the
owners and holders of the said certificates of proprietary interest, or any of
them, and upon the trusts and for the purposes hereinafter expressed, only that
is to say:
FIRST. The said Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxxxx Xxxxxxx and
the survivors and survivor of them, and their successors or successor in the
trust (hereinafter, for brevity, styled "the Trustees"), shall have and exercise
the management, control and ownership (both legal and equitable) of the said
lands, premises and property. They shall have all the powers in respect of said
property of an absolute owner, as to selling, granting, leasing, alienating,
improving, encumbering or otherwise disposing of the same or of any part or
parcel thereof, and they may, whenever they shall deem it necessary or advisable
for the protection or benefit of the property or any part thereof, purchase
other lands and premises, and when purchased such other lands and premises shall
be held and managed by the said trustees under the terms and provisions of this
declaration of trust in the same manner as the lands and premises hereinbefore
described are held and managed.
The lands may be sold for cash, or partly for cash and partly on credit,
and the trustees may, in their discretion, accept in payment, in lieu of money,
certificates of proprietary interest issued under the terms hereof, at their
current market price, not exceeding par, and the same when so received shall be
canceled; provided, however, that nothing herein contained shall be construed to
require the trustees to accept such certificates in payment for lands.
The trustees shall have power to purchase and acquire, in their discretion,
any of the outstanding Income and Land Xxxxx xxxxx and scrip of the Texas and
Pacific Railway Company
for the benefit of the trust, and they shall have full power and authority to
borrow from time to time such sums of money as they shall deem necessary to
enable them to purchase such bonds and scrip and also to pay taxes and other
expenses connected with the trust, and to secure repayment of the sums so
borrowed by a pledge or mortgage of the trust property or any part thereof. In
case of such purchase or acquisition the certificate or certificates of
proprietary interest under this trust representing the securities so purchased
or acquired shall be canceled by the trustees, or, in their discretion, sold and
disposed of for the benefit of the trust; and any and all second mortgage bonds
of the Texas and Pacific Railway Company which said trustees may receive or
acquire as holders of any Income and Land Xxxxx xxxxx so purchased shall be held
or disposed of by the trustees in their discretion for the benefit of the trust.
The trustees shall have power to employ such agents, attorneys and servants
as they may think necessary and proper in the execution of their trust, and they
shall not be liable for the default or misconduct or any act or omission
whatsoever of any such agent, attorney or servant, provided said trustees are
not guilty of willful carelessness and negligence in their selection or in
providing for their selection; nor shall any of said trustees be liable for the
default, negligence, misconduct or any act or omission whatsoever of any other
of said trustees, but only for his own willful default, negligence or omission.
The said trustees shall receive as compensation for their services, the sum of
four thousand dollars per annum to be paid to the chairman and two thousand
dollars per annum to be paid to each of the other two trustees.
All the powers of the trustees under this declaration of trust may be
executed by a majority of the trustees. Any trustee may, by power of attorney,
confer upon the other two trustees or either of them full power and authority to
make, execute, acknowledge and deliver on
his behalf deeds of conveyance of any of the trust property and any and all
other instruments in writing relating thereto or any part thereof.
SECOND. The interests of the registered owners and holders of said
certificates of proprietary interest shall consist in the right of participation
in any division of the net profits derived from the use of the said lands,
premises and property or of any part thereof which may be at any time ordered or
directed by the trustees in pursuance of the powers hereinafter conferred and in
the proceeds of sale of said lands, premises and property or any part thereof
realized, collected and directed to be divided by said trustees. The said
certificates shall be held and considered in all respects as personal property,
and shall in nowise pass to or vest in heirs or devisees of any owner or holder
thereof as real estate, it being expressly agreed between the said certificate
holders and their assigns and the trustees that the legal and equitable title to
said property is and shall be vested in the trustees and that the beneficial
interests of the holders of such certificates shall be solely and exclusively
personal estate. Such certificates shall be transferable by the holders, their
executors or administrators, or by their duly authorized representatives, only
on the books of the trust at its office in the City of New York and on the
surrender of the original certificates, each share being of the par value of one
hundred dollars; and the trustees shall not be required to recognize any other
interest or ownership than are thus evidenced. No certificate shall be valid
unless signed by the chairman of the trustees and countersigned by the said
Central Trust Company as Registrar. In the event of a certificate being lost the
trustees, upon being satisfied thereof and indemnified, may under such
reasonable regulations as they may prescribe, issue a duplicate certificate in
the place of the one that has been lost and the said Trust Company shall
countersign the same when presented for that purpose.
THIRD. The trustees shall choose one of their number as chairman and they
may choose another as vice-chairman, and may by resolution from time to time
authorize such chairman and vice-chairman, or either of them, to do and perform
any and all acts which the said trustees are entitled to do or perform. They
shall also choose a secretary. The said officers shall hold their offices at the
pleasure of the trustees and until their successors are chosen by the trustees.
In the event of the death, resignation or disqualification of any of the
trustees a successor shall be elected at a special meeting of the certificate
holders by a majority in the amount of the certificate holders present in person
or by proxy at such meeting whose names shall have been registered in the books
of the trustees at least fifteen days before such meeting, and the remaining
trustees and the trustee so resigning, or the executor or executors of any
deceased trustee, shall make, execute and deliver to the successor so elected
such proper deeds or instruments of conveyance as shall be necessary in order to
vest in him the same title which his predecessor had in and to the lands and
premises aforesaid.
FOURTH. The trustees shall cause books to be kept showing the lands held by
them and the sales and leases made, their receipts and disbursements and all
other matters relating to the financial affairs and business of the trust, also
showing the names of the respective certificate holders and the amount of the
certificates issued, and all transfers of shares and all such books shall be
open to the inspection of the registered certificate holders under such
reasonable regulations as the trustees shall prescribe.
FIFTH. The trustees shall in the month of February in each year, make and
deposit with the Central Trust Company of New York, a report showing the
condition of the trust property, the receipts and disbursements of the trust,
and such other matters as they may deem requisite for the information of the
certificate holders.
SIXTH. Meetings of the certificate holders may be called by the trustees
whenever said trustees shall deem it necessary, and also whenever they shall
have been requested thereunto by instrument in writing specifying the object of
the proposed meeting and signed by registered certificate holders to the amount
of not less than five hundred thousand dollars at the par value. Notice of such
meeting shall be given by publication in at least two daily newspapers published
in the City of New York once in each week for four weeks. The chairman of the
trustees shall, if present, preside at all meetings of the certificate holders.
SEVENTH. Dividends to the certificate holders out of moneys derived from
royalties for coal and minerals, and from the net rents, issues and profits
derived from the use of the said lands, premises and property, and proceeds of
sale of said lands, premises and property, or of any part thereof, shall be made
by the trustees in their discretion whenever such moneys, net profits and
proceeds shall be sufficient for that purpose after providing for all taxes,
expenses, liabilities and engagements of the trust; but the trustees shall have
power in their discretion whenever it shall appear to them for the interests of
the certificate holders, to apply such parts of the funds derived as aforesaid,
which would otherwise be applicable to dividends, as they may think fit, to the
purchase of outstanding certificates under such proper regulations as they may
prescribe, and all certificates purchased under this power shall be forthwith
canceled. Dividends shall be payable only to the persons who are by the books of
the trustees shown to be certificate holders at the time the dividend shall be
payable and the books may be closed by the trustees for a reasonable time for
the payment of such dividend.
EIGHTH. It shall be lawful for the certificate holders at any meeting duly
called for the purpose, but not otherwise, to order and direct a sale or
disposition of the property held by the trustees as aforesaid, and a winding up
of the trust, provided that such sale and winding up must
be authorized by a vote recorded in writing of at least three-fourths in amount
of all the registered certificate holders; and provided further that no such
order or direction shall be given, unless notice of the intention to take action
in reference to such sale and winding up shall have been specified in the notice
of the meeting, and such notice shall have been given by letter to each
certificate holder at the address of such certificate holder kept on the books
of the trustees mailed at least thirty days before such meeting.
NINTH. The trustees may in their discretion take such action as they may
deem advisable under any general or special law of any State, to form a
corporation for carrying out the purposes declared in this instrument, and to
this end the trustees may convey to such corporation all the lands and property
held by them or which they may be entitled as herein before provided, and
thereupon the registered certificate holders at the time of the formation of
such corporation shall be entitled, as stockholders, to the same rights which
they then have as owners of the certificates issued under this instrument, and
such certificates shall be exchangeable for stock in such corporation in the
proportion that the capital of said corporation shall bear to the amount of
certificates outstanding.
TENTH. Any trustee shall have the right to resign his trust by written
instrument, duly acknowledged or proved, and delivered to the remaining
trustees, and upon the death or resignation of any trustee who shall have
properly performed and discharged the duties of his trust, said trustee, his
heirs, executors and administrators shall be fully, finally and forever released
and discharged of and from any and all liability or responsibility whatsoever
respecting said trust or in any manner arising therefrom, upon the execution and
delivery of the deeds or instruments mentioned in the third article hereof, and
the remaining trustees shall, if required, make, execute and deliver to him, or
in case of his death, to his personal representatives, an
instrument in proper form which shall be effective for the purposes of such
release and discharge.
IN WITNESS WHEREOF, the said Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxxxx
Xxxxxxx have hereunto set their respective hands and seals this first day of
February, in the year one thousand eight hundred and eighty-eight.
X.X. XXXXX. [L.S.]
SIM. X. XXXXX. [L.S.]
XXXXXXX XXXXXXX. [L.S.]
Sealed and delivered }
in presence of }
Xxxxxxxxx Xxxxxx and
Xxxxxx X. Xxxxxx,
As to X.X. Xxxxx and Xxxxxxx Xxxxxxx.
STATE OF NEW YORK, }
} ss.:
CITY AND COUNTY OF NEW YORK, }
On this 28th day of May, in the year one thousand eight hundred and
eighty-eight, before me, a Notary Public, in and for the State of New York, duly
commissioned and sworn, dwelling in the City of Brooklyn, County of Kings, in
said State, and with certificate filed in the City and County of New York,
personally came and appeared Xxxxxxx X. Xxxxx, and on this 31st day of May,
1888, personally came and appeared Xxxxxxx Xxxxxxx, to me personally known, and
known to me to be two of the persons whose names are subscribed to the foregoing
instrument, and who are described in and who executed the same, and severally
acknowledged to me that they executed the same for the purposes and
consideration therein expressed.
Given under my hand and seal, this 31st day of May, A.D. 1888.
XXXXXX X. XXXXXX, [L.S.]
Notary Public,
Kings Co.
Cert. filed in N.Y. Co.
STATE OF NEW YORK, }
} ss.:
COUNTY OF FRANKLIN, }
On this 29th day of May, in the year one thousand eight hundred and
eighty-eight, before me, Xxxxx X. X. Xxxxx, personally came and appeared Xxxxxx
X. Xxxxx, to me personally known and known to me to be one of the persons whose
names are subscribed to the foregoing instrument, and who is described in and
who executed the same, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.
Given under my hand and seal this 29th day of May, A.D. 1888.
XXXXX X.X. XXXXX, [L.S.]
Notary Public,
Franklin Co., N.Y.
[20485]
