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This is to certify these articles of association to be a true copy of the original on file in this office. John S. Haggerty, Secretary of State.
Filed Jan. 9, 1930. Thos. F. Farrell, Clerk.
COMMITTEE EXHIBIT No. 2, JANUARY 24, 1934. THIS AGREEMENT AND DECLARATION OF TRUST made this tenth day of October, A.D., 1929, by and between JULIUS H. HAASS, JOHN R. BODDE, EMORY W. CLARK, D. DWIGHT DOUGLAS, RALPH STONE, McPHERSON BROWNING, JOHN BALLANTYNE, T. W. P. LIVINGSTONE, HERBERT L. CHITTENDEN, FRED J, FISHER, WILLIAM T. BARBOUR and WESSON SEYBURN
THAT WHEREAS, all of the Trustee shares of the capital stock of Detroit Bankers Company, a corporation organized or about to be organized under the laws of the State of Michigan and having its principal place of business at Detroit, Michigan, have been or are about to be issued to and the certificates therefor issued in the names of the parties making this Agreement and Declaration as Trustees under and pursuant to this Agreement and Declaration, the purpose of which issuance is that the said parties making this Agreement and Declaration shall hold the legal title to the said Trustee shares of stock for the use and benefit of the holders from time to time of the shares of ('ommon Stock of said Detroit Bankers ('ompany and shall have the right and power to vote and control the said shares of stock.
NOW, THEREFORE, the said parties hereto do by these presents agree each with the others and each of them and make known, admit and declare that the said Trustees shares of stock of said Detroit Bankers Company is issued to each of them or which may hereafter be issued to any of them are so issued to them and that they now hold and will continue to hold the said Trustee shares of stock in trust only for the use and benefit of the holders from time to time of the shares of Common stock of said Detroit Bankers Company and their successors, representatives and assigns, and that this said Agreement and Declaration embodies the terms, conditions and provisions following, namely :
I The parties hereinbefore namel do hereby declare and constitute themselves Trustees hereunder and are hereinafter designated “Trustees." An executed counterpart hereof together with each certificate of stock endorsed in blank shall be deposited with and at all times kept by Detroit and Security Trust Company and its successors which is hereby constituted and appointed Depos. itary hereunder and agent of each party to transfer the stock so deposited upon the happening of any of the contingencies specified in Paragraph IV hereof.
II A certificate for ten (10) shares of the class of capital stock known as trustee Shares " of Detroit Bankers Company shall be issued in the name of each of the parties hereto respectively with the following words added immediately after his name:
“ Trustee under Agreement and Declaration of Trust covering all authorized shares of said Trustee Stock executed October 10th, 1929 of which an executed counterpart is on deposit with Detroit and Security Trust Company as Depositary thereunder, which shares are transferable only to a successor Trustee appointed as in said Agreement and Declaration specified."
Each party shall pay for said shares with his own funds the price thereof specified in the Articles of Association of said Detroit Bankers Company and shall be entitled to receive back said sum on redemption of said stock as provided in the Art:cles of Association of said Detroit Bankers Company or transfer thereof as in Paragraph “ IV" hereof provided.
The principal trust upon which and purpose for which said Trustee shares are created and issued is that so long as the same shall be outstanding the
same shall be voted at all elections of directors for a person or persons who at the time of such election shall be the holder of a certificate for ten (10) shares of said Trustee Stock issued in manner and form as provided in Paragraph "11" hereof and each of the parties hereto agrees to vote accordingly the said shares at each and every such time held by him. Each Trustee shall have full right to yote for himself for Director.
In the event of the death, resignation or inability to act or removal of any of the parties hereto or of any successor appointed as herein provided the vacancy in the Trustees hereunder thereby caused shall be filled on nomination by the President of Detroit Bankers Company by and with the approval of a majority of the then remaining Trustees hereunder. Except upon the unanimous approval of all the then remaining Trustees such nomination shall be made from among the then surviving persons who were the depositors prior to incorporation of said Detroit Bankers Company for exchange for shares of Common Stock thereof of shares of the capital stock of the same Bank or Trust Company as the party who is to be succeeded by such nominee. For the pur. pose of this paragraph the several Trustees shall be deemed to have been selected from the following institutions respectively, namely: Peoples Wayne County Bank
Julius H. Haass
Emory W. Clark
D. Dwight Douglas
McPherson Browning Bank of Michigan
T. W. P. Livingstone Peninsular State Bank
Herbert L. Chittenden the spirit of the foregoing being to perpetuate a proportionate representation of each of the foregoing institutions or their successors during the period of the trust. Upon approval of a nomination as aforesaid the person so approved shall become a party hereto by signing on the counterpart hereof in the possession of the Depositary hereunder or signing an independent writing making appropriate reference hereto and having the effect of making such person a party hereto and delivering such writing to the Depositary hereunder. The deposited Trustee shares of the person who shall have so then vacated said trusteeship shall then be surrendered to the Company on payment by said successor therefor of the issuance price thereof specified in the Articles of As. sociation of said Detroit Bankers Company and a new certificate shall then be issued in the name of such successor with the same addition thereto as provided in Paragraph "11" hereof. Thereupon such successor shall without any other or further act by any party become and be successor Trustee hereunder with like force and effect from that time as though an original party hereto.
Any Trustee may be removed at any time at a meeting of the Trustees called for that purpose. At least five days' notice in writing of such meeting shall be given to each Trustee including the one whose removal is to be acted upon. The Notice shall specify clearly the purpose of the meeting. Such removal shall be effected only by resolution adopted at such meeting or an adjournment thereof by the vote of at least five-sixths of the whole number of Trustees. It shall not be necessary for such notice and resolution to assign any cause or reason for such removal but it shall be sufficient that such is the will of the Trustees as evidenced by their vote on such resolution. The vote on such reso lution shall be in person and not by proxy.
The President of Detroit Bankers Company shall be Chairman of the Trustees. The Trustees may select and remove from time to time a Secretary (Who may but need not be a Trustee) of the Trustees. The Trustees may from time to time adopt and change such by-laws and regulations not inconsistent herewith for the procedure and government of the Trustees as the Trustees may deem proper.
The full legal title to all shares of said Trustee Stock represented by each certificate therefor shall be vested in the person in whose name said certificate shall have been issued as Trustee as aforesaid and such person shall have full right to exercise all rights, powers and privileges of absolute owner of such shares subject only to the trusts herein agreed and declared. No holder of Common Stock of said Detroit Bankers Company shall have any title or interest in said Trustee shares but shall have only the equitable right to have the trust herein agreed and declared and each and every of the terms, conditions and provisions hereof executed and performed according to the intent and meaning hereof. The acceptance of the position of Trustee by any person now or hereafter shall be deemed conclusively an obligation on his part to perform and carry out the provisions hereof.
This Agreement and Declaration of Trust shall continue in full force and effect so long as said Trustee shares shall continue to be outstanding and shall not be modified or changed in any particular other than by the unanimous agreement of all the parties hereto and their successors respectively.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals the day and year first above written.
IN THE PRESENCE OF:
STATE OF MICHIGAN,
County of Wayne, 88: On this - day of A.D. 1929, before me, a Notary Public in and for said County, personally appeared Julius H. Haass
John Ballantyne John R. Bodde
T. W. P. Livingstone Emory W. Clark
Herbert L. Chittenden D. Dwight Douglas
Fred J. Fisher Ralph Stone
William T. Barbour McPherson Browning
Wesson Seyburn known to me to be the persons named in and who executed the foregoing instrument, and severally acknowledged that they executed the same freely and for the intents and purposes therein mentioned.
Notary Public, Wayne County, Michigan.
My Commission expires
COMMITTEE EXHIBIT No. 4, JANUARY 24, 1934.
(This exhibit consists of a copy of certificate of trustees' shares, Detroit Bankers' Co., and is not printed.)
COMMITTEE EXHIBIT No. 5, JANUARY 24, 1934
(This exhibit consists of a copy of certificate of common stock, Detroit Bankers' Co., and is not printed.)
STOCK EXCHANGE PRACTICES
THURSDAY, JANUARY 25, 1934
UNITED STATES SENATE,
SUBCOMMITTEE OF THE
Washington, D.C. The subcommittee met at 10 a.m., pursuant to adjournament on yesterday, in room no. 301 of the Senate Office Building, Senator Duncan Ú. Fletcher presiding.
Present: Senators Fletcher (chairman), Adams, Townsend, and Couzens.
Present also: Ferdinand Pecora, counsel to the committee; Julius Silver and David Saperstein, associate counsel to the committee; and Frank J. Meehan, chief statistician to the committee; Thomas G. Long, attorney for witnesses summoned in connection with Detroit Bankers Co.; Clifford B. Longley, attorney for John Ballantyne.
Senator COUZENS (presiding). I desire to make an announcement. Chairman Fletcher is in conference with the members of the House Banking and Currency Committee this morning and requested me to call the meeting to order and go on with the hearings until he can
The subcommittee will now come to order. Mr. Pecora, you may proceed.
Mr. PECORA. Mr. Chairman, I will ask Mr. Verhelle to take the stand. But you may remain where you are, Mr. Ballantyne.
Mr. BALLANTYNE. All right.
TESTIMONY OF JOSEPH F. VERHELLE, GROSSE POINTE, MICH.—
Mr. PECORA. Mr. Verhelle, at the conclusion of the hearing yesterday afternoon you and Mr. Ballantyne were being questioned with regard to the disposition that was made of the special cash dividend one one and one-half million dollars that was declared by the First National Bank in Detroit on December 23, 1931. Do you recall that, Mr. Verhelle?
Mr. VERHELLE. Yes, sir.
Mr. PECORA. You undertook, when left the stand yesterday afternoon, to acquaint yourself with the details of the disposition of that fund. Have you done so?
Mr. VERHELLE. I tried as well as I could, by a long-distance call. And, incidentally, Mr. Pecora, I should like a little information as