transfer should be made, and said companies and associations go out of existence; and whereas it is deemed advisable that a discretionary power should be vested in the trustees as to when such transfer or transfers should take place, if at all: Now, it is hereby mutually agreed between the parties to the said trust agreement, and as supplementary thereto, that the trustees named in the said agreement and their successors shall have the power and authority to decide what companies shall convey their property as in said agreement contemplated, and when the said sales and transfers shall take place, if at all, and until said trustees shall so decide, each of said companies shall remain in existence, and retain its property and business, and the trustees shall hold the stocks thereof in trust, as in said agreement provided. In the exercise of said discretion the trustees shall act by a majority of their number as provided in said trust agreement. All portions of said trust agreement relating to this subject shall be considered so changed as to be in harmony with this supplemental agreement. In witness whereof, the said parties have subscribed this agreement this 4th day of January, 1882. (Duly signed by the same parties.) EXHIBIT 3 DEED THE SUGAR REFINERIES COMPANY 1 The undersigned, namely: Havemeyers & Elder, The DcCastro 2 and Donner Sugar Refining Company, F. O. Matthiessen & Wiechers' Sugar Refining Company, Havemeyer Sugar Refining Company, Brooklyn Sugar Refining Company, the firm of Dick & Meyer, the firm of Moller, Sierck & Company, North River Sugar Refining Company, the firm of Oxnard Brothers, the Standard Sugar Refinery, the Bay State Sugar Refinery, the Boston Sugar Refining Company, the Continental Sugar Refinery and the Revere Sugar Refinery, for the purpose of forming the board hereinafter provided for and for other purposes hereinafter set forth, enter into the following agreement: 1 Report of the Senate Committee on General Laws on Investigation Relative to Trusts. N. Y. Sen. Doc. No. 50, 1888, pp. 644-651. * Thus in original.-Ed. NAME The board herein provided for shall be designated by the name of The Sugar Refineries Company. OBJECTS The objects of this agreement are: 1. To promote economy of administration and to reduce the cost of refining, thus enabling the price of sugar to be kept as low as is consistent with a reasonable profit. 2. To give to each refinery the benefit of all appliances and processes known or used by the others, and useful to improve the quality and diminish the cost of refined sugar. 3. To furnish protection against unlawful combinations of labor. 4. To protect against inducements to lower the standard of refined sugar. 5. Generally to promote the interests of the parties hereto in all lawful and suitable ways. BOARD The parties hereto who are not corporations shall become such before this deed takes effect. Each corporation subscribing hereto agrees and the parties hereto who are not corporations agree as to the corporations which they are to form, that all the shares of the capital stock of all such corporations shall be transferred to a board consisting of eleven persons, which may be increased to thirteen by vote of the majority of the members of the entire board, the two additional members to belong respectively to the first and second classes hereinafter provided for. Any member of the board may be removed by vote of twothirds of the members of the entire board, in case of incapacity or neglect, or refusal to serve. Any member may resign by filing written notice of his resignation with the secretary of said board. Vacancies during the term of office of members shall be filled by appointment, by vote of the majority of the members of the entire board. A member appointed to fill a vacancy shall hold office until the expiration of the term of the member in whose place he is appointed, which new appointee shall succeed to all the rights, duties and obligations of his predecessor under this deed. Vacancies by expiration of office shall be filled at the annual meeting of the holders of certificates herein provided for, or at such other times as shall be prescribed by the board. Such annual meetings shall be held in the city of New York in the month of June, and notice shall be given to each certificate holder of record, of every meeting of certificate holders, by mailing to him at least seven days before said meeting, a notice of the time, place and objects of such meeting. Holders of certificates shall vote according to the number of shares for which they hold certificates. They may vote by proxy. The board may make by-laws. All arrangements for meetings, elections, and all details not herein specifically provided for, shall be made by the board. A member of the board may act by proxy for any other member with like effect as if he were present and acting. A majority of the members of the board shall constitute a quorum for the transaction of business. The action of a board meeting, by a majority vote of such meeting, shall have the same effect as the unanimous action of the board, except as herein otherwise provided, and that to authorize the appropriation of money, bonds or shares, shall require the assent either written or expressed by vote at a board meeting, of at least a majority of the members of the entire board. No member of the board shall, during the time that he holds office, buy or sell sugar, or be interested directly or indirectly in the purchase or sale of sugar, whether for the purpose of speculation or otherwise, without a vote of a majority of the members of the entire board. For any violation of this provision, he may be removed as a member of the board and shall be liable to account for profits which shall be realized by him to the board for the pro rata benefit of the certificate holders. As it is desirable that the board shall consist of members who are largely interested in the properties and the business contemplated it is hereby agreed that oll1 members of the board shall be free to join in or become parties to agreements and transactions which the several boards of directors, hereinafter referred to, or this board, may arrange, to the same extent and in the same manner, and with the like effect, as if they were not members of the board. 1 Thus in the original.-Ed. The said board may transfer, from time to time, to such persons as it may be desired to constitute trustees or directors or other officers of corporations, so many of the shares as may be necessary for that purpose, to be held by them subject to the provisions of this instrument, such transfers may be executed by the president and treasurer of the board, in behalf of and as attorneys of the board, for that purpose and to be retransferred when so requested by the board. The first board shall consist of the persons hereinafter mentioned. They shall hold office as follows, and until their successors shall be elected: Members of the First Class. Harry O. Havemeyer, F. O. Matthiessen, John E. Searles, Jr., Julius A. Stursberg, to hold office seven years. Members of the Second Class. Theodore A. Havemeyer, Joseph B. Thomas, John Jurgensen; Hector C. Havemeyer withdrew and Mr. Parsons substituted, to hold office five years. Members of the Third Class. Charles H. Senff, William Dick, to hold office three years. At the expiration of the terms of the third class, and of each successive class, their successors, as members of such class, shall be elected for seven years. OFFICERS. The board shall appoint from its members a president, vicepresident and treasurer, and it shall also appoint a secretary, who may or may not be a member of the board. The board may, from time to time, create other offices and appoint the persons to fill them. It may appoint committees. It shall designate the duties and prescribe the powers of the several officers and committees. PLAN. The several corporations, parties to this agreement shall maintain their separate organization, and each shall carry on and conduct its own business. The capital stock of each corporation shall be transferred to the board, and in lieu of the same, certificates not exceeding fifty millions of dollars, divided into five hundred thousand shares, each of one hundred dollars, shall be issued by the board and distributed This is to certify that.. ..shares of the Sugar Refineries Company. This certificate is issued under and subject to the provisions of a deed dated the sixteenth day of August, one thousand eight hundred and eighty-seven. The shares represented by this certificate are transferable by the holder and his personal representatives in person or by attorney, upon the books of the board, and not otherwise, and only upon the surrender of this certificate. They entitle the holder to the rights and are subject to the provisions mentioned in the deed. The interest of the holder is in the proportion of the number of shares represented by this certificate to the entire number of shares outstanding. The total amount represented by outstanding certificates, and the terms of the deed may be changed from time to time by a majority in interest as therein provided. In witness whereof the board has caused this certificate to be signed by its president and treasurer, and the seal of the board to be affixed hereto, the.....day of....., one thousand eight hundred and eighty..... [L. S.] For value received... and set over unto..... the within certificate, and. and appoint... and in........ ...do hereby assign, transfer .shares of those represented by ...do hereby constitute .attorney, irrevocable, for.. name and stead, to transfer the said shares upon the books kept for the purpose under the direction of the within board. The assignee by accepting this transfer assents to the terms of the deed referred to in the certificate as the same shall be changed from time to time. Witness hand and seal this... one thousand eight hundred and eighty. ..day of..... |