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 The original of this book is in 
 the Cornell University Library. 
 
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VOTING TRUSTS 
 
THE MACMILLAN COMPANY 
 
 NEW YORK • BOSTON ■ CHICAGO • DALLAS 
 ATLANTA • SAN FRANCISCO 
 
 MACMILLAN & CO., Limited 
 
 LONDON ■ BOMBAY ■ CALCUTTA 
 MELBOURNE 
 
 THE MACMILLAN CO. OF CANADA. Lm 
 
 TORONTO 
 
VOTING TRUSTS 
 
 A CHAPTER IN RECENT CORPORATE 
 HISTORY 
 
 »&* — 
 HARRY A. CUSHING 
 
 OF THE NEW YORK BAR 
 
 ■Nmb fork 
 
 THE MACMILLAN COMPANY 
 
 1915 
 
 All rights reserved 
 
COFTBIOHT, 1915 
 
 Br THE MACMILLAN COMPANY 
 Set up and electrotyped. Published September, 1915. 
 
CONTENTS 
 
 PAGE 
 
 I. The Significance of Voting Trusts 1 
 
 II. The Contents of Voting Trusts 36 
 
 III. The Law of Voting Trusts 100 
 
 IV. Forms Relating to Voting Trusts 135 
 
 Index 217 
 
VOTING TRUSTS 
 
THE SIGNIFICANCE OF VOTING TRUSTS 
 
 The history of American corporations may be roughly 
 divided into an early period, in which corporate organi- 
 zation appeared chiefly in the development of banks and 
 insurance companies, the later period of railroad ex- 
 pansion, and the modern period of the general applica- 
 tion of corporate forms to mercantile enterprises. If a 
 bank ceased to be solvent, holding only the assets 
 usually acquired by such concerns and with no plant 
 or real estate investment to be gradually developed, 
 the natural result was the prompt winding up of the 
 business, without any attempt at reorganization. When, 
 on the other hand, the rapid expansion of railroads 
 under ill-considered financial policies led to or threatened 
 disaster, there existed the road itself which could not 
 be abandoned and the saving of which required the 
 concerted action of either the former owners or new 
 investors or of both. Likewise, with many of the 
 large mercantile corporations more recently established, 
 financial embarrassment could not properly be met, by 
 those interested, merely by writing off an investment, 
 for the same reason that there usually existed a property 
 or business of some intrinsic value which ought not 
 to be sacrificed, and which might under proper condi- 
 
2 THE SIGNIFICANCE OF 
 
 tions be managed with some probability of ultimate 
 success. Naturally thus the history of corporate devel- 
 opment in the last forty years has been marked by the 
 introduction and refinement of the reorganization agree- 
 ment or readjustment agreement. Usually as an in- 
 cident or as a result of these, and after experience show- 
 ing the ineffectiveness of pooling agreements and 
 deposit agreements in meeting the needs of the case, 
 there gradually came into use the voting trust agree- 
 ment. 
 
 In its early form the typical voting trust agreement 
 evidenced little more than the stockholders' transfer 
 of their certificates absolutely to trustees, or in some 
 instances to a trust company, and the undertaking on 
 the part of the trustees to deliver stock certificates on 
 the expiration of the trust and in the meantime to 
 distribute to the holders of trust certificates the amount 
 of any dividends paid upon the stock. The powers 
 of the trustees were, for the time being, those of owners 
 of the stock, and the absence of restrictions indicates 
 the complete dependence then placed on the trustees, 
 both to meet any unforeseen contingencies and to take 
 all steps which might seem to them appropriate. The 
 development from the occasional use of this simple 
 arrangement has been marked, however, both by a 
 great variety of detailed provisions and by the applica- 
 tion of such trusts to many concerns of substantial 
 importance. 
 
 A discussion of voting trusts, in a period when not 
 only concentration of property but even combinations 
 
VOTING TRUSTS 3 
 
 of mere influence have been subjected to severe criti- 
 cism, naturally suggests a justification of what some still 
 regard as an innovation of slight utility and of doubt- 
 ful propriety. Such, however, is hardly more appro- 
 priate than a defense of corporate organization itself. 
 Like every other detail or process in corporate affairs 
 the voting trust may have been subject to such misuse 
 as is inevitable when dependence is placed on the per- 
 sonal equation; but, on the other hand, while the object 
 of some adverse comment, it has been much less harmful 
 and much more productive of desirable results than 
 most features of modern corporate development. It 
 has not ordinarily been in itself a means of undue 
 concentration, and not often has it been justly deemed 
 even evidence of a purpose to bring about such a con- 
 dition. Spoken of judicially as a "comparatively modern 
 and useful device in corporate management" (New York 
 Law Journal, January 19, 1914), the voting trust has come 
 to be recognized both by conservative bankers and by 
 investors as a desirable and effective adjunct of modern 
 finance whose invention, and whose application to 
 difficult situations, have been amply justified. 
 
 The significance of the voting trust in the modern 
 history of corporations, from both the legal and the 
 economic standpoints, is sufficiently indicated by the 
 fact that stocks of such railroad systems as the Erie, 
 Reading, Baltimore and Ohio, Chesapeake and Ohio, 
 Seaboard Air Line, and Northern Pacific have earlier 
 been thus controlled, and by the facts also that this 
 form of control is now in force in the affairs of many 
 
4 THE SIGNIFICANCE OF 
 
 mercantile as well as transportation corporations, in- 
 cluding local traction systems in New York, Chicago 
 and Philadelphia, and has only recently been discon- 
 tinued in the cases of the International Mercantile 
 Marine Company and the Chicago Great Western and 
 Southern railways. Indeed, no other detail of corporate 
 organization is so peculiarly the result of recent ex- 
 perience or more distinctive of the modern theory and 
 practice in the correct and satisfactory reconstruction 
 of corporate business. 
 
 This method of temporary control was not infrequent 
 even in the decade of the seventies, as was natural at a 
 time when scores of issues of railroad securities were 
 in default. Thus, in 1875 the principal stockholders 
 gave up control of the St. Louis, Iron Mountain and 
 Southern by transferring a large block of stock to Bar- 
 ing Brothers and Co. in trust, with power to retain the 
 same for voting purposes until six months after the full 
 resumption of interest payments. The earlier sugges- 
 tion to lodge this stock with a committee was superseded 
 by Mr. Marquand's offer to make the assignment to 
 the banking firm, as he did "not see how any committee 
 could be named that would so fully represent the bond- 
 holders' interest, and in which all parties would feel 
 such implicit confidence as in Messrs. Baring Brothers 
 and Co." Three years later, the holders of eighty-five 
 per cent, of the company's bonds having agreed to the 
 funding of arrears of interest on certain conditions, the 
 holders of more than eighty per cent, of the stock acceded 
 to the arrangement, and under the agreement of No- 
 
VOTING TRUSTS 5 
 
 vember 27, 1878, transferred their stock to Robert Lenox 
 Kennedy and four other trustees, who were to vote it 
 until one year after the period, subsequent to March 1, 
 1880, when the company should have paid the full interest 
 on both classes of its income bonds. In March, 1880, 
 the trustees gave notice of the termination of the trust, 
 pursuant to one of its provisions, upon the request of 
 the holders of the income bonds, the effect of which 
 was, as stated at the time, "to put the shareholders 
 again into full possession of the company, and enable 
 them to do many things considered to be of advantage 
 to the company, which the trustees, who were bound 
 by the rigid terms of their trust, have not felt at liberty 
 to do. In the general recovery of railroads from the 
 prostration of 1873 there has been no company which 
 has improved more rapidly than the Iron Mountain 
 and none whose improvement has been more due to 
 legitimate and solid considerations" (New York Evening 
 Post, March 3, 1880). In 1875 it was likewise proposed 
 to transfer the stock control of the European and North 
 American (now a part of the Maine Central) for a limited 
 period to the holders of the concern's floating debt, al- 
 though the actual operation of the road for four years 
 thereafter was in the hands of Hannibal Hamlin and 
 William B. Hayford, trustees under one of the company's 
 mortgages. 
 
 In January, 1880, some four-fifths of the common 
 stock of the Atlantic and Pacific was transferred to 
 John A. Stewart and two associates as voting trustees 
 in order to insure a continuance of joint control by the 
 
6 THE SIGNIFICANCE OF 
 
 Atchison and the Frisco. As new issues were made, they 
 were offered in equal shares to the stockholders of the 
 two controlling companies, effecting a too close control, 
 so that of the issue announced in January, 1882, one- 
 third was released to bankers for the avowed object 
 of making a foreign as well as a domestic market for 
 the stock. The joint control was later extended so as 
 to continue possibly until 1937, but in the meantime 
 adverse conditions produced a rearrangement of the re- 
 lations existing among the companies concerned. As 
 early as 1872 the common stock of the St. Louis, Kansas 
 City and Northern had been placed in the hands of four 
 trustees "for the purpose of enabling said trustees to 
 enforce the provisions of a contract relating to the inter- 
 change of traffic, which has been entered into, by and 
 between the Pennsylvania Company, the Chicago, Alton 
 and St. Louis Company, the Kansas Pacific Railway 
 Company, and this Company;" and still earlier, in 
 1864, a voting trust in the Pacific Mail Steamship Com- 
 pany, under which a substantial portion of the stock was 
 held by Brown Brothers and Co., had occasioned liti- 
 gation in which the trust was sustained (Brown v. Pacific 
 Mail S. S. Co., 5 Blatch. 525; 1867). 
 
 The stock of the Pittsburg and Lake Erie Railroad 
 was in October, 1877, placed under a trust perpetual 
 in terms, which ten years later was overthrown by Cor- 
 nelius Vanderbilt (Vanderbilt v. Bennett, 2 Rlwy. & Corp. 
 L. J. 409). The reorganization of the Mobile and Ohio 
 in 1876, completed in 1879, provided that voting power 
 on the stock should be vested in the Farmers' Loan and 
 
VOTING TRUSTS 7 
 
 Trust Company, as trustee of the general mortgage, 
 for the benefit of the debenture holders until the pay- 
 ment of the debentures, an arrangement which thirteen 
 years later was unsuccessfully attacked (Mobile and 
 Ohio Ry. Co. v. Nicholas, 98 Ala. 92; 1892), and which 
 now is on a substantially different basis, as the Southern 
 Railway (pursuant to the policy indicated in its offer 
 of January 31, 1901) has secured a large majority both 
 of the general bonds and of the old trust certificates, 
 issuing against the latter its own trust certificates bear- 
 ing four per cent, in perpetuity. The voting trust of 
 the Texas and Pacific Railway expired, and that of the 
 Midland Railroad of New Jersey was created, in 1880; 
 and in 1882, when the proposed Mutual Union Telegraph 
 trust was the subject of discussion, there was also executed 
 the Standard Oil trust agreement, which was formally 
 dissolved by the certificate holders in 1892. There- 
 after, voting trusts increased in number and importance 
 until, as often happens, their frequent use led to their 
 application to situations in which no such arrangement 
 was really necessary. 
 
 The Erie, under its various corporate names, was 
 perhaps the system most productive of voting trusts 
 as of other unique features in corporate history. The 
 plan of reconstruction of the Erie Railway, December 14, 
 1877, provided for placing with three trustees represent- 
 ing the bondholders, one-half of the stock of each class 
 of the new company (the New York, Lake Erie and 
 Western) until the full dividend of six per cent, should 
 have been paid on the preferred stock for three consecu- 
 
8 THE SIGNIFICANCE OF 
 
 tive years. Under this trust the English trustees yearly- 
 elected the company's board, and when the road's man- 
 agement was subjected to criticism in 1884, and when 
 there was a "general discussion of the efficiency and 
 satisfactoriness of voting trusts, which in some quarters 
 are recommended as a panacea for the ills the English 
 investors have experienced in the past," the English 
 holders named as an investigating committee two of the 
 three voting trustees, a coincidence which lessened the 
 effect of the committee's comments. Some of the stock 
 of the Atlantic and Great Western had been held in 
 trust as early as 1868 (the year the road was leased to 
 the Erie), and when this company was reorganized in 
 1880, as the New York, Pennsylvania and Ohio, all the 
 stock was vested in five voting trustees, elected by cer- 
 tain classes of bondholders other than the "thirds," to 
 be held until the third mortgage bonds (which were 
 really fourths) should have received seven per cent, 
 for three years. Under this plan also the voting trustees 
 represented English investors. The management was 
 not, and could not have been; successful; and "this old 
 waterlogged piece of property, with its mountain of 
 securities and unfortunate history and experiences," 
 became a part of the Erie system in the reorganization 
 of 1895, representing about $40,000,000, largely stock, 
 and about $20,000,000 undisturbed securities, in the 
 reorganization, as against pre-existing issues of nearly 
 $170,000,000, largely bonds. Of the Chicago and At- 
 lantic stock ninety per cent, had been delivered to Presi- 
 dent Jewett of the Erie, as trustee, to be held until the 
 
VOTING TRUSTS 9 
 
 payment of the company's first mortgage bonds and 
 the repayment to the Erie of its advances for this western 
 extension, a trust which led to litigation because of 
 Jewett's futile attempt to retain control of the stock after 
 ceasing to be president of the Erie, the court holding 
 that the "facts abundantly show that" Jewett "was 
 made trustee to hold the stock of the Chicago & Atlantic 
 Company, with authority to vote it, because he was 
 president of the Erie Company, and could be relied upon 
 to control and manage the Chicago & Atlantic road 
 as the western extension of the Erie line. If the Erie 
 Company was expected to advance money to complete 
 the construction of the new road, and to pay interest 
 on the bonds, and thus take care of the credit of the 
 Chicago & Atlantic Company, it was not unreasonable 
 it should, in some way, be protected against unfriendly 
 management of the new road" {Farmers' Loan and Trust 
 Co. v. Chicago and Atlantic Ry. Co., 27 Fed. 146; 1886). 
 The same period witnessed the attempt of the Erie, 
 following the pool of 1882, to control also the Cincinnati, 
 Hamilton and Dayton through trust agreements, one 
 of which (1882) was held to be void and the other (1886) 
 held to be voidable (Hafer v. New York, Lake Erie and 
 Western Ry. Co., 14 Weekly Law Bull. 68; Griffith v. 
 Jewett, 15 ibid. 419). The stock of the modern Erie, as 
 reorganized under the plan of 1895, was again controlled 
 by voting trustees, J. Pierpont Morgan, Louis Fitz- 
 gerald and Sir Charles Tennant, and when this trust 
 was about to terminate in 1904, upon the payment of 
 the required dividend, "holders of important interests 
 
10 THE SIGNIFICANCE OF 
 
 in the property" strongly urged the trustees to arrange 
 for an extension of the trust for five years, in order that 
 "important developments of the property" might be 
 completed and "any untoward movement" prevented. 
 A majority of the certificate holders declined, however, 
 to concur in an extension and the system was finally 
 in the direct control of the stockholders, subject only 
 to the voting rights held by two classes of bondholders. 
 
 One of the most important, and most discussed, voting 
 trusts was that of the Southern Railway, created under 
 the agreement of October 15, 1894, extended by the 
 agreement of August 27, 1902, and finally terminated 
 as of July 31, 1914, by the surviving voting trustees, 
 Charles Lanier and George F. Baker. 
 
 The most recent noteworthy application of the voting 
 trust arose not as an incident of a reorganization in be- 
 half of creditors, but as a result of the pressure of the 
 federal government in enforcing a "dissolution" of the 
 New Haven system. In accordance with the deeree, 
 of October 17, 1914, of the United States District Court 
 for the Southern District of New York, three sets of 
 voting trustees were created, each consisting of five 
 members, who also were made "officers of this court for 
 the purpose of carrying this decree into effect." To 
 ex-judge Walter C. Noyes and associates was transferred 
 the entire capital stock of the Connecticut Company, 
 then owned by the New England Navigation Company; 
 to Rathbone Gardner and associates were transferred 
 all the capital stock of the Rhode Island Company, 
 owned by the New Haven itself, and certain shares 
 
VOTING TRUSTS 11 
 
 and bonds, owned by the New England Navigation 
 Company, of the Providence and Danielson Railway 
 Company and of the Sea View Railroad Company; and 
 ex-judge Marcus P. Knowlton and associates took title 
 both to certain shares, then owned by the New Haven, 
 of sixteen companies leased to the Boston and Maine 
 Railroad Company, and also to the entire common stock 
 and all but about 28,000 shares of the preferred stock 
 of the Boston Railroad Holding Company, which in turn 
 owned the controlling stock interest in the Boston and 
 Maine Railroad Company. The trustees in each instance 
 have all the rights of owners, for varying terms which 
 may extend over a period of about five years, subject only 
 to certain directions as to the ultimate sale of the se- 
 curities held by them, and subject also to detailed pro- 
 visions of the decree and further orders of the court. 
 They are furthermore authorized to issue, with respect 
 to the property held by them, negotiable certificates of 
 beneficial interest therein. In no other instance has there 
 been an establishment, in a single transaction, of voting 
 trusts of such significance, while their creation in this case 
 by the order of a federal court may properly tend to neu- 
 tralize any criticism of the procedure in judicial opinions. 
 The adoption of a voting trust has usually been inci- 
 dent to the rehabilitation of a corporation without fore- 
 closure or to its reorganization through foreclosure, and 
 the device has served as a form of prudent control either 
 of the existing stock or of the newly issued stock of the 
 successor corporation. Even in the earlier period, when 
 stocks were issued in amounts and under circumstances 
 
12 THE SIGNIFICANCE OF 
 
 not later recognized as correct, the supposed equity 
 of the stock was at times recognized if only by defer- 
 ring its extinction, which in some cases was more than 
 it was entitled to; and although a corporation might 
 be practically bankrupt, yet its corporate life was ex- 
 tended and its stock issues left undisturbed, the actual 
 control of the stock being subjected to a voting trust 
 and practically turned over to representatives of the 
 bondholders who either refrained from foreclosing or 
 advanced new funds or did both. Thus, in the more 
 recent period, the receivership of the Chesapeake and 
 Ohio Railway was terminated (September 29, 1888) 
 without a foreclosure sale, the holders of about 993^ 
 per cent, of the bonds and 99 per cent, of the stock con- 
 curring in the reorganization plan of February 7, 1888, 
 under which the first preferred and common stock were 
 turned over to three voting trustees, J. Pierpont Mor- 
 gan, John Crosby Brown and George Bliss. 
 
 A corporation with assets of a book value in excess 
 of its bonded indebtedness, and with apparently some 
 equity in its stock, might yet be unable to maintain its 
 interest payments and avoid a receivership. The strict 
 process would then be a foreclosure of the mortgage 
 in default and a sale under conditions in which rarely 
 could more than the amount of the mortgage indebt- 
 edness be realized, with the result that the title of the 
 original corporation would be divested and its stock 
 made worthless. This process, with its technically 
 correct but unfortunate result, has ordinarily been 
 avoided by the intervention of a purchasing committee 
 
VOTING TRUSTS 13 
 
 or reorganization committee or of so-called reorgani- 
 zation managers. These have directed their attention 
 to devising a reorganization plan which would effect 
 an equitable result among all parties in interest, also 
 saving in part the precarious investment of the stock- 
 holders by allotting to them stock in the new corpo- 
 ration on fair conditions. The bondholders, or the com- 
 mittee representing them, are usually in a position to 
 compel a foreclosure sale, and, if it is held, to control 
 it in the interest of the bondholders alone and thus to 
 eliminate the stockholders. While able in this way to 
 dictate the terms of a reorganization, they have often 
 admitted the old stockholders to participation in a re- 
 organization on equitable terms, such as the payment 
 of an assessment, properly requiring also that the con- 
 trol of the new stock should be so placed as to prevent 
 a disturbance in the value either of the securities or 
 of the stock itself. In fact, such certainty of careful 
 management of the stock is often an essential element 
 in securing the acceptance of a reorganization plan by 
 those whose concurrence is indispensable to its success. 
 The stockholder who wished to stand on his legal rights 
 might of course do so, and omit to pay the assessment, 
 and retain his valueless stock, as many have done. The 
 only material effect on the reorganization of such elec- 
 tion would be to decrease the amount of cash controlled 
 by the reorganization committee and increase the amount 
 of unallotted new stock or voting trust certificates which 
 the committee might sell to the public, if necessary, 
 or turn over to the new company. 
 
14 THE SIGNIFICANCE OF 
 
 While in its early form, as already suggested, the vot- 
 ing trust was simple and the power and discretion vested 
 in the trustees closely analogous to those of legal owners, 
 nevertheless by degrees limitations were imposed on 
 the freedom of action of the trustees. Thus, it was 
 provided that they might not consent to mortgaging 
 the concern's property or concur in a change of its cap- 
 italization without securing the approval of holders 
 of a stated proportion of outstanding trust certificates. 
 Likewise the certificate holders were at times given a 
 voice in deciding upon the dissolution of the trust, and 
 in exceptional instances they have been given power 
 to instruct the trustees, as with respect to the choice 
 of directors and in other particulars. In general, how- 
 ever, the practical tendency has been to confine the 
 functions of the voting trustees to the choice of a board 
 of directors, the receipt of dividends and the distribu- 
 tion of amounts so received, and the discretionary power 
 of terminating the trust. These functions, to be sure, 
 comprise the normal purposes of the ordinary voting 
 trust, and it is through the proper exercise of the first 
 power stated that the real object of the trust is secured, 
 that is, the maintenance of such a board of directors 
 as will provide for the corporation an administration 
 tending to establish and develop a consistent and con- 
 tinuous policy in its affairs. 
 
 Ordinarily, the object aimed at in a voting trust has 
 been the protection of the bondholders, not indeed by 
 actually improving in any technical manner the status 
 of their securities, but chiefly by procuring for them 
 
VOTING TRUSTS 15 
 
 such practical advantage as may arise from a well con- 
 sidered conduct of a corporation's affairs. This attempt 
 to strengthen the credit of a corporation, by withdraw- 
 ing the actual control from those holding only stock, 
 is natural in view of the fact that in most reorganiza- 
 tions the stock of the new company represents a much 
 smaller proportion of cash investment than do the out- 
 standing bonds. Moreover, the new bonds, represent- 
 ing to a greater extent an actual cash investment, could 
 not be sold, and could not be successfully offered in a 
 plan of reorganization, unless their value should be 
 maintained not only by the usual legal safeguards but 
 also by some assurance, in a binding form, of correct 
 management. 
 
 This general object of a voting trust has been repeat- 
 edly recognized, and in a variety of terms. Thus, it has 
 been stated as being an assurance of the "conservative 
 management of the property" (Chicago Railways); and 
 "to assure continuity of efficient and proper manage- 
 ment" (International Fire Engine); and because it was 
 considered "of importance that the policy of the present 
 management should be continued" (International Mer- 
 cantile Marine); and for "the express purpose of contin- 
 uing the policy of the company as an independent organ- 
 ization" (Lehigh Coal and Navigation); and "to better 
 secure an administration of the system independent of 
 the control of all other interests, and for the better secur- 
 ity of the holders of the bonds and stocks of the reorgan- 
 ized or new company" (Kansas City Southern); and as 
 being "in furtherance of the independent reorganization 
 
16 THE SIGNIFICANCE OF 
 
 and administration of the property, and to promote 
 and protect the value of the securities of the new com- 
 pany" (Northern Pacific); and "for the protection of 
 the creditor class assenting hereto" (Philadelphia and 
 Reading); and, often, "as additional protection to the 
 new mortgage bonds" (St. Louis and San Francisco) ; and, 
 as more fully stated in the Allis-Chalmers trust agree- 
 ment, in order "to secure for the common benefit of the 
 holders of the preferred and common capital stock of 
 the Company impartial, stable and satisfactory man- 
 agement of the business policy and property of the 
 Company and protection of the value of the enter- 
 prise during the period of five years." The purpose was 
 well stated in the reorganization plan (May 25, 1903) 
 of the United States Shipbuilding Company (although 
 the voting trust was omitted from the amended plan 
 of January 30, 1904) as follows: "To assure continuity 
 in the management of the new corporation for a suffi- 
 cient number of years during which the improvements 
 and developments of all the properties of the United 
 States Shipbuilding Company and the Bethlehem Steel 
 Company are to be undertaken and completed, and to 
 assure such management support and stability, a voting 
 trust of the entire capital stock of the new corporation 
 will be created to be in force for a period of seven years." 
 Such general statements merely illustrate the avowed 
 object of the voting trust as usually expressed in re- 
 organization agreements. Its specific purpose and its 
 justification are still more clearly shown by the provi- 
 sions of the voting trust agreement itself tending to 
 
VOTING TRUSTS 17 
 
 secure the object desired. Whether the new policy 
 or the new management has been sufficiently tested 
 and approved, and whether the stock may be safely 
 released so as to permit a possible change of control, 
 depends entirely upon the condition of the corporation's 
 business. Whether this is at last soundly established 
 is determined in a variety of ways, as shown by the 
 different provisions for the dissolution of the voting 
 trust on the happening of a stated event. Thus, it has 
 been provided that the voting trust should, at the latest, 
 be terminated whenever (often after a five-year period 
 or other term) the general mortgage bonds had received 
 four per cent, for two years (Central New England); 
 when the first preferred stock had received four per 
 cent, for three years (Colorado and Southern), or for 
 two years (St. Louis and San Francisco); when the 
 preferred stock had received four per cent, for two years 
 (Mexican National) or five per cent, for three years 
 (Northwestern Elevated); or, for an extreme case, when 
 both classes of stock had received five per cent, for five 
 consecutive years (Omaha Water). Whatever the test 1 
 in a particular case, it has been such that if it should 
 be met it might properly be assumed that the theoreti- 
 cal security of the bondholders had been shown to be 
 actual, and that therefore the need for a close control 
 of the stock had passed. 
 
 In the case, however, of a corporation with no bonds 
 outstanding and no excess of liabilities over assets, the 
 adoption of a voting trust may not be regarded as for 
 the purpose of affording protection to security holders 
 
18 THE SIGNIFICANCE OF 
 
 or other creditors, but rather for the simpler purpose 
 of insuring, for the benefit of a majority of the stock- 
 holders themselves, a control of the corporation which 
 should guarantee for a reasonable period a satisfactory 
 policy and a management of well-understood charac- 
 ter. Where the stockholders are thus in a position to 
 control a readjustment free from any dictation by credi- 
 tors, the creation of a voting trust may be unnecessary 
 and may appear to be undesirable. In few important 
 instances has a voting trust been created under such 
 circumstances, and then only for what were at the time 
 apparently controlling or commendable reasons. As a 
 detail of a voluntary arrangement by the stockholders 
 themselves, in the conspicuous instance of the Inter- 
 national Harvester (1902) a voting trust was formed, 
 although naturally not prompted by any requirement 
 of creditors. It is now plain that the new company 
 represented a combination of earlier distinct concerns, 
 and the adoption of a voting trust would have seemed 
 justifiable simply in order to avoid the possibility of 
 any change of policy due to natural differences of opin- 
 ion among groups newly brought together, as well as 
 in order to prevent the control under any contingency 
 passing from those who had been instrumental in de- 
 veloping and reorganizing the industry. Thus, also, 
 by arrangement among all the stockholders, in the case 
 of the Bankers Trust Company (1902), the entire stock 
 was subjected to a voting trust and not as a detail of 
 reorganization. Especially in such instances, in which 
 the holders of the entire stock agree to place their hold- 
 
VOTING TRUSTS 19 
 
 ings in a valid trust, there seems to be no ground for 
 proper objection on the part of anyone, as the arrange- 
 ment is one of free contract among the parties in inter- 
 est. Even so early a critic of voting trusts as Governor 
 Baldwin apparently would approve such a trust when 
 based on the unanimous consent of all stockholders 
 (1 Yale Law Journal, 11). 
 
 If the majority only of the stockholders, as in the 1 
 case of the Guaranty Trust Company (1910), desire 
 to create a valid trust for no illegal purpose there also ! 
 can be offered no proper objection, although remon- 
 strances of minority stockholders, and others, are not : 
 infrequently expressed. As a matter of fact, the inter- - 
 est of a small stockholder is ordinarily not jeopardized 
 by such an arrangement, while it frequently is bene- 
 fited. Objections by minority holders are usually based 
 upon grounds of policy or of personnel. If on the former, 
 the practical answer is that the choice of a prudent 
 policy is as vital to the holders of trust certificates as 
 to minority stockholders, and that voting trustees have 
 seldom acted in a manner inconsistent with their trust, 
 and usually indeed have had no incentive to do so. So 
 far as objection has been raised on grounds of personnel, 
 the objection itself states the case. The advantage herein 
 of the voting trust is that for a fixed period the course 
 of the concern is not guided by decisions on personali- 
 ties. Such questions, or ambitions, are not infrequently 
 at the beginning of contests for control among groups 
 of stockholders; and seldom from these contests does 
 any benefit arise to the concern itself. These of course 
 
20 THE SIGNIFICANCE OF 
 
 tend also to make a board's tenure uncertain and the 
 endurance of any particular policy indefinite, and it is in 
 the avoidance of these features that the voting trust has 
 merited approval. 
 
 It is rare that a voting trust is so formed as to tend 
 to insure a perpetual or even an unduly prolonged con- 
 trol by the voting trustees. Indeed, it is noteworthy 
 that in few instances does it appear that such a trust 
 has been created primarily for the purpose of main- 
 taining control in the hands of those who might not 
 otherwise be able, or entitled, to exercise it. On the 
 contrary, in practically all instances of importance it 
 is obvious that the design has been to secure and main- 
 tain control not for its sake alone, but to insure con- 
 servative conduct of the corporation's affairs for the 
 benefit both of the security holders and of the stock- 
 holders themselves. Occasionally apparent exceptions 
 even to such a statement will be found, as when at one 
 time the voting trustees of the Central New England 
 Railway held only slightly more than 507i3 per cent, 
 of the total outstanding stock, or as when the voting 
 trustee of the United Cigar Manufacturers Company 
 held merely 51 per cent, of the common stock. 
 
 In the great majority of instances the voting trust has 
 been only for the period of five years, a limit apparently 
 adopted in recognition of the New York statute, and 
 elsewhere used in imitation of what there has become 
 practically a universal term, due to regarding as re- 
 strictive what may possibly be deemed a permissive 
 phrase in the law (sec. 25, Gen. Corp. Law). Some, 
 
VOTING TRUSTS 21 
 
 however, have been for seven years (Denver Railway 
 Securities), eight years (Deere & Co.) ten years (Chicago 
 Southern, National Asphalt, Quaker Oats, Booth Fish- 
 eries), and fifteen years (Central American Growers, 
 First National Bank of Tarboro). The provisions of 
 the Chicago Railways participation agreement indicate 
 that the voting power of the depositaries may endure at 
 least for a twenty-year period, while that of the Atlantic 
 and Pacific was originally for thirty years, and that 
 discussed in Warren v. Pirn (66 N. J. Eq. 353; 1904) 
 was for fifty years. The voting trust in connection with 
 the Chicago City and Connecting Railways Collateral 
 Trust was drawn in such terms that it might continue 
 during the lives of eight designated persons and for 
 twenty years after the decease of the survivor (Venner 
 v. Chicago City Railway Co., 258 111. 523; 1913). Such 
 trusts for more than five years are in fact exceptional, 
 and one for the life of the corporation itself (Consumers 
 Gas Trust) was indeed an anomaly. Very few have 
 been, either in terms or as judicially interpreted, prac- 
 tically perpetual (Omaha Water), while one perhaps 
 most indefinite in duration, and apparently incapable 
 of termination by action on the part of the parties most 
 interested, was in fact created by statute (New York, 
 Ontario and Western). 
 
 The use of a voting trust has been criticised as readily f 
 tending to undue concentration of power, and while , 
 this criticism is in a measure correct, it is significant 
 that in no important instance has power so acquired 
 been abused. Indeed, responsibility has been more 
 
22 THE SIGNIFICANCE OF 
 
 specifically located, and a small body of trustees has 
 naturally been more solicitous of acting correctly than 
 is always the case with a temporary proxy committee 
 or with a large board whose size alone tends to mini- 
 mize the feature of personal responsibility. Moreover, 
 the use of the voting trust has unquestionably pro- 
 duced fixity of well-considered policies, the maintenance 
 of harmonious administration for a period sufficient to 
 test such policies, and at the same time has secured the 
 more consistent personal attention of advisers com- 
 manding the confidence of those whose capital was in- 
 volved. Rarely, if ever, has a justified attack been made 
 on the conduct of a well chosen group of voting trustees. 
 To be sure, the voting trust of the St. Louis, Arkansas 
 and Texas was later said to have been "established 
 as a supposed protection for bondholders," and some 
 of the early voting trusts in the interest of foreign in- 
 vestors received unfavorable comment due rather to 
 conditions incident to absentee ownership than to the 
 effect of the voting trusts. Occasionally, a voting trust 
 has been used under such circumstances as to arouse 
 criticism or misunderstanding, as in the cases of the 
 Bankers Life Insurance Company (Knickerbocker In- 
 vestment Co. v. Voorhees, 100 App. Div., N. Y., 414; 
 1905) and of the Parkes Manufacturing Company (Sul- 
 livan v. Parkes, 69 App. Div., N. Y., 221; 1902); and 
 rarely a protective committee has even had authority 
 from its depositors to institute an action for the dissolu- 
 tion of a voting trust, as in the case of the Seaboard 
 Air Line (1904). 
 
VOTING TRUSTS 23 
 
 Some writers, especially before voting trusts had 
 been examined with care, condemned them rather more 
 freely than the facts and the law warranted. Thus 
 it has been said (1902): "The collective counsel and 
 wisdom of all whose interests are bound up in the 
 corporation is supplanted by an alien and selfish voice 
 in all measures which have to do with its success. The 
 courts do not regard voting trusts with favor" (36 Amer. 
 Law Rev. 222). Litigation has naturally produced many 
 opinions illustrating both views on the general ques- 
 tion, one of the most searching analyses being that of 
 Justice Mahlon Pitney in Warren v. Pirn (66 N. J. Eq. 
 353; 1904). The most noteworthy criticism of voting 
 trusts, and one important chiefly because of its char- 
 acter as a congressional document, was that contained 
 in the report to the House of Representatives of the 
 so-called Pujo Committee (1913), which alluded in 
 graphic terms to the "defenseless security holders" 
 and to the absence of "any protection offered to the 
 security holders against oppression or injustice" in 
 the course of reorganizations resulting in voting trusts. 
 Mention was significantly made of several voting trusts, 
 all but one of which have now terminated, and with 
 all of which a single banking firm was in some degree 
 identified. No mention was made of other important 
 voting trusts, as that in the Seaboard Air Line, and no 
 evidence was introduced before the committee to demon- 
 strate adequately whether voting trusts have in general 
 been a constructive benefit or an evil. And yet it has 
 been said of them: "They have very generally been op- 
 
24 THE SIGNIFICANCE OF 
 
 pressively imposed by large interests upon a prostrate 
 defenseless property in course of reorganization where 
 the interests were scattered, unable to protect them- 
 selves and virtually forced to surrender their voting 
 power upon the demand of the reorganizers" (Samuel 
 Untermyer, A Legislative Program, 1914, p. 25). The 
 activity of the Pujo Committee is generally credited 
 with influencing the dissolution of the voting trusts of 
 the stocks of the Bankers Trust Company and Guar- 
 anty Trust Company, and it was later stated (before 
 the Owen Committee of the United States Senate, 1914), 
 that these trusts were "dissolved and disbanded as a 
 direct result of the exposure of their existence" (Testi- 
 mony, p. 77). But even this result was probably of 
 no real advantage whatever to the companies concerned 
 or to their stockholders, and indeed of no great signifi- 
 cance, except as it served as an illustration of the im- 
 portance of "public opinion" as represented by a con- 
 gressional committee exhibiting, as to this subject, more 
 vigor than thoroughness and more power of expression 
 than of analysis. 
 
 As indicating the type of men usually chosen to serve 
 as voting trustees, as well as the reason for such trusts, 
 the following, from an anonymous correspondent, is 
 significant: "Any one who looks carefully into the origi- 
 nal formation of the Chesapeake & Ohio, Northern 
 Pacific, the Reading, and the Erie Railway voting trusts, 
 which have expired, and of the Southern and the Chicago 
 Great Western voting trusts, which are still in existence 
 (the six just named being the chief examples in this 
 
VOTING TRUSTS 25 
 
 country), will learn that, in every instance prior to the 
 reorganization of the property, the bankruptcy of the 
 road had been due to faulty management, and that it 
 was impossible, in working out the reorganization, to 
 secure the co-operation of the bondholders and of the 
 stockholders (who, in the latter instance, were frequently 
 compelled to pay heavy assessments), unless some war- 
 ranty were given to these security holders that their 
 recreated 'child' should be looked after by men of 
 character until it outgrew its swaddling clothes. The 
 only way to attain such a warranty was to persuade 
 men of ability and character to give their names to the 
 enterprise as voting trustees of the stock for the ini- 
 tial period of years" (New York Evening Post, Decem- 
 ber 21, 1912). 
 
 The motive in the proposal of a voting trust is illus- 
 trated by the circular of Kidder, Peabody and Co. 
 (1889), as to the Atchison: "During the progress of the 
 reorganization it has been frequently suggested in the 
 public press and by numerous and large holders of 
 the company's securities that it would give greater 
 stability to the reorganized company if a management 
 committed to the successful working out of the plan 
 of reorganization, and absolutely in the interest of the 
 property, could be secured for several years. 
 
 "Consulting our own inclination and convenience, we 
 would prefer to leave the management of this great 
 property to others; but we recognize the force of the 
 suggestion and the necessity of some other arrange- 
 ment, and, as many shareholders believe that great 
 
26 THE SIGNIFICANCE OF 
 
 advantages are likely to result to the holders of all classes 
 of the company's securities from such co-operation, 
 we have consented to act in the matter." The sugges- 
 tion was commented upon at the time in the following 
 terms: "Having reached this stage, it is natural to seek 
 a continuance and further development of the good 
 results already attained. In fact a perpetuation of the 
 existing policy, and the keeping of control in present 
 hands, appears to those directing Atchison affairs the 
 one thing necessary to round up and complete the work 
 of reorganization and renovation in a practical and 
 satisfactory manner. Hence Messrs. Kidder, Peabody 
 & Co. propose the establishment of a voting trust. The 
 point which it is sought to guard against is of course 
 the danger of having the property pass into the control 
 of rival systems, or into the hands of unscrupulous and 
 designing men, who would reverse the new policy and 
 manage the property for speculative purposes" {Com. & 
 Fin. Chron., December 21, 1889). 
 
 This danger was well expressed by the voting trus- 
 tees of the Southern Railway (August 27, 1902), who 
 said that if the trusteed stock were to be released and 
 dealt in on the market it would be "possible for the 
 control of the Company to be bought and sold from 
 day to day and" render "its policy and management 
 subject to sudden and surprising change." And so, 
 in the case of the Pittsburgh Coal Company, a voting 
 trust was proposed in order to "prevent the control of 
 the property passing to new interests to the detriment 
 of the value of the shares, . . ." 
 
VOTING TRUSTS 27 
 
 The general purpose is also illustrated by the following 
 statement as to the five-year voting trust of the New York 
 and New England Railroad Company: "The repeated 
 changes of management to which it has been subjected 
 during the past twelve years has naturally had a bad 
 effect upon its credit and its business. Railroad men 
 have been averse to entering its directory and to taking 
 a hand in the direction of its affairs, just because of the 
 uncertainty as to their retention for a sufficient length 
 of time to demonstrate what the road could do" (Boston 
 Traveler, June 13, 1892). 
 
 In addition to such pertinent arguments in favor of 
 the advisability of voting trusts, there should be borne 
 in mind one practical consideration. The reviving of a 
 helpless concern is usually, and naturally, entrusted 
 to a banking firm or a group of bankers. They or their 
 friends are expected in the end to market the securities 
 of the reorganized company and they are entitled to 
 take all proper steps both for protecting their customers 
 and for insuring correct management of a company of 
 which they are regarded as financial sponsors. As a 
 director of a much reorganized concern, after one of its 
 experiences, said concisely: "Naturally the people who 
 put up the new money required voting trustees for the 
 present time." Through fees as reorganization mana- 
 gers and commissions as syndicate managers their own 
 remuneration, or profit, is usually secured shortly after 
 the reorganization is consummated, and their interest 
 might well then cease if they had no regard for the effect 
 on their reputation of the result of their work. Their 
 
28 THE SIGNIFICANCE OF 
 
 possible profits in controlling future underwritings is 
 negligible as compared with the effect on their business 
 of having incompletely managed a futile reorganization. 
 Notwithstanding the apparent reasons for approving 
 the establishment of such a trust in many instances, 
 there has been considerable condemnation of the device. 
 Thus the doctrine has been frequently advanced that 
 each stockholder is entitled to the judgment of his fel- 
 low stockholders. As the functions of the stockholders 
 are ordinarily restricted to the choice of directors, this 
 doctrine would rest on the proposition that at elections 
 each stockholder should express his individual choice 
 in the manner most advantageous to the corporation. 
 While not altogether overthrown by the recognition 
 of the fact that the majority may vote practically as 
 they wish and may indeed control the corporation (Barnes 
 v. Brown, 80 N. Y. 527; 1880), and that the majority 
 may act unwisely (Matter of Argus Co., 138 N. Y. 557; 
 1893), the doctrine has nevertheless been now converted 
 into a fiction by the mere development of corporations. 
 It has become inapplicable, if for no other reason, by 
 the increase in size of corporations. In a corporation 
 with ten thousand stockholders, and even in one with 
 a few hundred, it is impossible to apply a town meeting 
 system to the selection of a group of individuals, es- 
 pecially where the selection has to depend on elements 
 of personality which ordinarily cannot be helpfully de- 
 bated in mass meeting. That the real exercise of in- 
 dividual judgment by the stockholders at large is not 
 only a thing of the past, but indeed an impossibility, is 
 
VOTING TRUSTS 29 
 
 demonstrated by the facts that on March 1, 1915, the 
 stock of the Pennsylvania Railroad Company was held 
 by 92,225 persons and that, on December 31, 1914, 
 there were 59,415 stockholders in the American Tele- 
 phone and Telegraph Company. Thus the theory that 
 "each stockholder is entitled to the presence of his asso- 
 ciates to the end that they shall reason and be reasoned 
 with," necessarily becomes entirely inapplicable. This 
 line of suggestion has been waived aside as "the argu- 
 ment ab inconvenienti," and as presenting "a question 
 rather for the legislature than for the courts" (Warren 
 v. Pirn, 66 N. J. Eq. 353, 399; 1904). It must be ad- 
 mitted, however, that the inconvenience is real and 
 that its effects cannot be ignored even by the courts. 
 As an authority has recently written: "Theoretically 
 the stockholders elect the directors, but that theory 
 has broken down as applied to railroads and other great 
 corporations. The stockholders still have the power, 
 but do not and cannot exercise it. They are multi- 
 tudinous, widely scattered, many of them women and 
 estates" (W. W. Cook, New York Sun, April 12, 1914). 
 Such conditions render of doubtful weight a judicial 
 statement that stock should be voted "according to 
 the judgment of each individual stockholder for the 
 benefit of the entire corporation" (Harvey v. IAnville 
 Improvement Co., 118 N. C. 693, 699; 1896), and a de- 
 cision, even in a case where proxies were not authorized, 
 which speaks of "the obligation of all the members to 
 assemble together" at a corporate election (Common- 
 wealth v. Bringhurst, 103 Pa. St. 134; 1883). Never- 
 
30 THE SIGNIFICANCE OF 
 
 theless, the ideal conception of the stockholder's rights 
 has not wholly disappeared, and has more recently been 
 expressed, with a slight modification, as follows: "The 
 real stockholder, at the stockholders' meeting, has a 
 right to have the other real stockholders present in 
 person or by proxy for the purpose of considering the 
 well-being of the company" (Bache v. Central Leather 
 Co., 78 N. J. Eq. 484; 1911). 
 
 The recognition of such conditions has led to the 
 development of the "proxy committee" as an agency 
 by which the group administering a corporation secure 
 two necessary results; the actual representation of a 
 quorum at a stockholders' meeting and the election of 
 a board in harmony with the existing policy of the cor- 
 poration and presumably composed of the men best 
 qualified to carry on that policy. The "proxy commit- 
 tee" is commonly organized each year, especially where 
 this deference is due to statutory limitations as to the 
 duration of proxies, and usually its selection is frankly 
 at the instance of the existing board of directors. As 
 such proxies often run in favor of three nominees, or 
 a majority of them, or in some instances any one of them, 
 the actual voting power is for the time being as closely 
 held as ever by voting trustees, while the control of the 
 stockholders' meeting is fully as effective. In some 
 companies the practice is to ask the stockholder to give 
 his proxy, with power of substitution, to any one of the 
 directors, all the directors then possibly substituting 
 the same person actually to exercise the vote. Thus, 
 at a recent annual meeting of the New York, New Haven 
 
VOTING TRUSTS 31 
 
 and Hartford Railroad Company (October 28, 1914) 
 the president of the company is reported to have exer- 
 cised proxies with respect to more than sixty per cent, 
 of the outstanding stock of the company and more than 
 ninety-eight per cent, of that represented at the meet- 
 ing. As a matter of fact the minority stockholder is 1 
 seldom in such instances any more efficiently or inde- 
 pendently represented than when his original stock 
 is voted by voting trustees. While the practice indicated 
 has become quite universal, it, is interesting to-nOte 
 the contention that the use by the board of the com- 
 pany's funds in circularizing the stockholders for prox- 
 ies, in order to assure to the board the control of the 
 voting power, is unlawful (Brief of Clarence A. Seward, 
 Esq., in Woodruff v. Dubuque and Sioux City R. R. 
 Co., 19 Abb. N. C. 437; 1887). 
 
 One criticism of the voting trust has arisen really 
 from the circumstance that the existence of the trust 
 may be unknown to the public, especially if the trust 
 certificates are not listed on a stock exchange, and that 
 there may thus be some implied misrepresentation to 
 the public in holding out as directors, presumably elected 
 by individual stockholders, those who are in fact chosen 
 by the voting trustees. The apparent theory of this 
 criticism is that directors so elected are not substan- 
 tially interested in the corporation itself; but it has 
 happened that in many corporations directors of im- 
 portance elected by the stockholders themselves have 
 actually owned only a few shares of stock, and even 
 have first acquired stock after their election. Another 
 
32 THE SIGNIFICANCE OF 
 
 criticism is directed to the election of directors with- 
 out any participation on the part of those who may 
 be termed the equitable stockholders; but this is scarcely 
 more objectionable than the system of election through 
 the intervention of a proxy committee. In both cases 
 the election may often be controlled by a very few in- 
 dividuals, with the important difference that the re- 
 sponsibilities of the voting trustees do not, like those 
 of the proxy committee, end with the voting at a particu- 
 lar election. The real defect herein is due to the circum- 
 stance that in the more common forms of voting trust 
 the holders of the trust certificates are in a sense a neg- 
 ligible factor during the term of the trust, particularly 
 in those instances in which no provision is made for meet- 
 ings of the certificate holders or other means by which 
 their preferences may be expressed. If actual facts 
 are duly considered, the conduct of a corporation whose 
 stock is held by voting trustees is often not unlike that 
 of a corporation whose stock is held directly by stock- 
 holders, for the reason that in many corporations the 
 stockholders are so influenced or tied that the voting 
 power of a majority of the stock may be practically 
 controlled by very few stockholders. On the other 
 hand, if these few are holding the stock as trustees there 
 is established a definite responsibility and a new rela- 
 tion which usually makes impossible the use of the vot- 
 ing power in a manner that reflects purely personal 
 or factional designs. 
 
 Another prevalent doubt as to the propriety of the 
 voting trust has been based on the well-worn doctrine 
 
VOTING TRUSTS 33 
 
 of "public policy." It seems to have been assumed 
 that a device at once so novel and so effective must be 
 essentially iniquitous, and that such a trust is either 
 wholly void or unenforceable on the ill denned ground 
 of supposed repugnance to public policy, or, otherwise 
 expressed, the policy of the law. When analyzed, these 
 objections appear to be the expression of a conclusion 
 unencumbered by reasoning, or, if embodied in legal ar- 
 gument, they are most commonly based on certain in- 
 applicable theories. Thus, it has been objected that 
 such a trust unduly suspends the power of alienation, 
 an objection which is sufficiently answered by the sug- 
 gestion that in practically every typical instance there 
 has been no moment at which a complete conveyance 
 of the shares, directly or indirectly, might not be legally 
 effected. It has also been objected that the separation 
 of the voting power from the ownership of the stock 
 was in itself illegal, for some dimly stated reason, whereas 
 in fact the voting power in the normal case continues 
 to be attached to the legal ownership. It has further, 
 for instance, been objected that the trust is an attempt 
 to create a proxy for a term usually prohibited by statute, 
 whereas the agreement does not constitute a proxy but 
 evidences a change of legal title. Ordinarily, in other 
 words, the conveyance is an absolute transfer, subject 
 to certain agreements on the part of trustees, and not 
 necessarily inconsistent with any type of public policy 
 recognized by the law. 
 
 Adverse comments upon voting trusts are also based 
 on a supposed analogy between a public, or political, 
 
34 THE SIGNIFICANCE OF 
 
 corporate body and a private corporation, and an ap- 
 plication to the latter of the rule of the former that the 
 majority should control. The next step is the sugges- 
 tion that the voting trust prevents control by a majority 
 and is inconsistent with democratic principles. A similar 
 opinion has been expressed in the following terms: "The 
 institution of the private corporation has been one of 
 the great factors in the advance of modern society. 
 It cannot exist without adherence to the principle of 
 majority rule. But the majority must come honestly 
 by their power, they must use it without injustice; and 
 the majority in power must, at least once a year, be 
 the majority in interest" (Simeon E. Baldwin, 1 Yale 
 Law Journal, 15). Democracy, however, is not inherent 
 in corporate organization, and may always be destroyed 
 legally, as may a majority of individuals be nullified 
 legally, by sufficient purchases in a single interest. In- 
 deed, also, there "is nothing in the law to prevent the 
 owners of a majority of the stock from giving proxies 
 to the same person" (Venner v. Chicago City Railway 
 Co., 258 111. 523; 1913). In many early English corpora- 
 tions, as also in some modern instances, the aim was to 
 place control with a majority of individuals rather than 
 with a majority of shares by arbitrarily providing that 
 an individual might cast only a specified maximum 
 of votes regardless of how many shares he might own; 
 and it is interesting to note that one writer suggests 
 a return to this abandoned system. '"One vote per 
 share' has a specious ring of fairness, but it is undemo- 
 cratic. . . . Plural voting in moderation can be justified, 
 
VOTING TRUSTS 35 
 
 but this is plural voting gone mad" (The Economist, 
 77; 1135). The attempt, however, to model the meet- 
 ings of a business corporation on those of a membership 
 corporation or of the general courts of the old colonizing 
 companies has disappeared in practice as well as in 
 law, and has left the share and not the individual as 
 the unit of membership, and the majority of shares 
 rather than the majority of members the final authority 
 in the modern business corporation. The "majority 
 of the stockholders" means a majority in interest and 
 not a majority in number only (Bank of Los Banos v. 
 Jordan, 167 Cal. 327; 1914); or, as earlier stated: "It 
 is the law of joint stock corporations that a majority 
 of the stockholders in interest shall control in the elec- 
 tion of the officers of a company, and its management" 
 (People v. Albany and Susquehanna R. R. Co., 55 Barb. 
 334, 368; 1869). 
 
 This review of the more obvious features, and of some 
 characteristic expressions, incident to the history of 
 the voting trust may serve also as a statement of the 
 problems which its use has presented. The essentia) 
 features, both of fact and of law, which have been thus 
 briefly suggested will be considered in some detail in 
 the following discussion, not so much with the design 
 of either condemning or justifying the device, as of 
 making plain the development and present position of 
 the voting trust. 
 
36 THE CONTENTS OF 
 
 II 
 
 THE CONTENTS OF VOTING TRUSTS 
 
 The significance, object and effect of voting trusts, 
 suggested in the preceding paragraphs, will appear more 
 clearly from an examination of the contents of typical 
 voting trust agreements, and especially of the provisions 
 concerning the powers and obligations of voting trus- 
 tees, the limitations upon the exercise of those powers, 
 and the dissolution of such trusts. 
 
 As regards the corporation, the voting trustees are 
 the owners of the stock registered in their names, and 
 they consequently become entitled to receive dividends 
 as declared. The complement of this appears in the 
 agreement on the part of the trustees to pay to the 
 holders of their trust certificates such amounts as may 
 be received as dividends upon the stock held by them 
 in trust. This usually appears only in the form of 
 voting trust certificates embodied in the agreement, 
 but should preferably appear also in the covenants of 
 the agreement itself. In the event that a dividend 
 is paid by the corporation, the voting trustees, as stock- 
 holders of record, receive the amount called for by the 
 aggregate number of shares held by them, and this 
 in turn they distribute proportionately among the 
 holders of theii trust certificates. As a matter of prac- 
 
VOTING TRUSTS 37 
 
 tice this process may be simplified by the filing, on the 
 part of the trustees, of suitable dividend orders and by 
 the distribution of the dividend by the company di- 
 rectly among the holders of the trust certificates. 
 
 Such an arrangement was incorporated in the North- 
 ern Pacific voting trust with respect to trust certificates 
 registered in Berlin, registration there being "treated 
 as the registration of the stock therein stated," and 
 the trustees being authorized to arrange with the com- 
 pany so that the dividends on the stock represented 
 by such trust certificates should be paid directly to 
 the holders of the latter as registered in Berlin. A 
 similar plan was followed in the voting trust of the 
 Allis-Chalmers Manufacturing Company, the company 
 agreeing to pay dividends, on request of the trustees, 
 directly to the registered holders of trust certificates. 
 In the case of the Maxwell Motor Company, however, 
 the voting trustees simply agreed to pay the amount 
 of dividends, as received, forthwith to the Guaranty 
 Trust Company, their agent, for distribution among 
 the certificate holders as registered on the books of the 
 trust company. 
 
 It is obvious that if the voting trust were created 
 under conditions allowing a stockholder to retain his 
 stoek instead of exchanging it for trust certificates, 
 the practical position, as to dividends, of the non- 
 depositing stockholder would be unchanged. If a divi- 
 dend were declared, he would in such case receive it 
 directly from the corporation instead of through the 
 voting trustees, and he could also exercise the futile 
 
38 THE CONTENTS OF 
 
 power of voting on his shares of stock at meetings of 
 stockholders. 
 
 The full amount received by the trustees as dividends 
 may not always be distributed, as, for instance, it has 
 infrequently been provided that the trustees might 
 withhold the amount of their necessary expenses (Secu- 
 rity Life and Annuity) or even an amount both for 
 their expenses and for their proper compensation 
 (Northern Pacific, 1893; Bankers Trust; International 
 Agricultural Corporation). The Standard Oil trust 
 agreement fixed a liberal maximum within which the 
 trustees could determine their own salaries, which were 
 payable out of the trust fund. In t;he voting trust 
 of the Allis-Chalmers Manufacturing Company it was 
 properly agreed, as the company was a party to the 
 agreement, that the expenses of the trustees, as for 
 counsel, agent and registrar, should be paid by the 
 company. The trustees, in this regard, effaced them- 
 selves by the following unusual provision: "The voting 
 trustees will make no charge for their services as such." 
 In the case of the Philadelphia Rapid Transit Company, 
 the company being a party to the agreement and ap- 
 parently only for this purpose, it was provided that the 
 company should pay the expenses of the agent, registrar 
 and voting trustees and also "reasonable compensation 
 for their services." This detail was made specific in 
 the Chicago Great Western voting trust by stating 
 the annual compensation which was to be paid to the 
 voting trustees by the company, although the company 
 was not a party to the agreement. The Erie plan of De- 
 
VOTING TRUSTS 39 
 
 cember 1, 1877, contained the provision, as to the voting 
 trust, that "the expense of conducting such voting 
 trust, including the remuneration of the voting trustees, 
 shall be borne and paid" by the new company. The 
 reorganization plan of the Omaha Water Company 
 provided for a voting trust and also that the "expenses 
 incurred in carrying out these provisions with regard 
 to the control of stock are to be borne by the new 
 company." 
 
 Ordinarily it doubtless happens that individual vot- 
 ing trustees are not paid for their services as such, 
 although if also members of the reorganization com- 
 mittee they may receive compensation for services in 
 that capacity, while their expenses, as for the charges 
 of a depositary, the cost of preparing the trust certifi- 
 cates and the voting trust agreement itself, are pro- 
 vided for either by a reorganization committee or by the 
 corporation itself, items which are properly charged 
 against the corporation only when specifically assumed 
 by the company or when all the stock is trusteed. 
 Most voting trust agreements are silent as to any 
 method of supplying funds for these necessary purposes, 
 except in those instances in which a trust company 
 serves as sole voting trustee. 
 
 There should be expressed in the agreement the 
 obligation of the trustees to issue trust certificates for 
 any further shares of stock that may be tendered to 
 them, not only that the trust agreement may be equally 
 for the benefit of all stockholders desiring to avail 
 themselves of it, and may comply with such statutes 
 
40 THE CONTENTS OF 
 
 as those of New York and Maryland, but also to meet 
 the case of the issue of trust certificates with respect 
 to additions to the capital stock for new property (as 
 occurred in the Chicago Great Western, 1913), or the 
 case of the issue of stock by way of a stock dividend 
 (as occurred in the International Harvester, 1910). 
 
 Provision should also be made to cover the case of an 
 offer to stockholders of an issue of securities or new 
 stock, in order that the trustees may subscribe for 
 such an amount of stock as their certificate holders 
 may elect to take. Such increase of stock within the 
 period of the voting trust occurred, for instance, in 
 the Erie, Baltimore and Ohio, American Gas and Elec- 
 tric Company, International Agricultural Corporation, 
 and the Denver and Salt Lake. In such a case, the 
 voting trustees should be empowered, if provided with 
 funds by their certificate holders, to purchase such stock, 
 or to sell the subscription rights for the benefit of those 
 not concurring in such purchase. Such a contingency 
 is indeed rarely anticipated by the terms of a voting 
 trust, although in that of the Allis-Chalmers Manufac- 
 turing Company it was agreed that, in the event of 
 the offer of new stock, a trust certificate holder might, 
 at least two days prior to the last day for effecting 
 subscription, deliver to the trustees funds and a suitable 
 request, and the trustees would thereupon make the 
 subscription and in due course issue a trust certificate 
 with respect to the stock so taken (c/. Guaranty Trust; 
 Richmond Radiator). 
 
 Offers of notes by the American Power and Light and 
 
VOTING TRUSTS 41 
 
 of convertible debentures and voting trust certificates 
 for new common stock by the Baltimore and Ohio were 
 not made to the stockholders, however, but directly 
 to the holders of trust certificates, a method properly 
 available when formally approved, as by the certificate 
 holders authorizing the voting trustees to vote as stock- 
 holders to approve an offer of bonds by the company 
 directly to the trust certificate holders themselves (Sea- 
 board Air Line, 1906). The trustees as well should 
 specifically agree to issue new trust certificates, in ex- 
 change for those surrendered, at any time during the con- 
 tinuance of the trust, thus giving to the trust certificates 
 the same degree of transferability as stock certificates 
 would ordinarily have; a detail which commonly is 
 provided for only by an ordinary recital in the certif- 
 icates as to the fact and method of transferability. 
 
 The trustees ordinarily agree that in voting the 
 stock held by them they "will exercise their best judg- 
 ment from time to time to select suitable directors, 
 to the end that the affairs of the company shall be 
 properly managed, and in voting on other matters 
 which may come before them at any stockholders' 
 meeting will exercise like judgment" (Erie; Northern 
 Pacific; Southern; Bankers Trust). This recital is 
 sometimes limited, as by the recital "in accordance 
 with the purposes first above set forth" (Reading; 
 Baltimore and Ohio). The voting power in this particu- 
 lar is sometimes subject to control by others than the 
 trustees, either by the holders of the trust certificates 
 (Central Fuel Oil) or by the holders of other securities 
 
42 THE CONTENTS OF 
 
 for whose benefit really the trust agreement may have 
 been created. 
 
 In the case of the Atlantic and Pacific (1880) while 
 the voting trustees nominally had the right to elect 
 the board of thirteen directors, it was provided that 
 they should elect six directors nominated by the Atchi- 
 son, Topeka and Santa Fe and six directors nominated 
 by the St. Louis and San Francisco, and should them- 
 selves actually choose the thirteenth director only if the 
 two roads interested could not agree on a nominee. 
 The plan of the Hudson and Manhattan Railway (1913) 
 provided that as long as five per cent, had not been 
 paid in any preceding year on all adjustment income 
 bonds the voting trustees should elect as directors 
 those approved or nominated by a meeting of the 
 holders of the adjustment income bonds until one less 
 than a majority of the board should be elected as so 
 approved. In the plan of the People's Water Company 
 the voting trustee was required to elect as the nine 
 directors, four nominated by bondholders, four nomi- 
 nated by those having the beneficial interest in the 
 stock, and a ninth director named by the eight thus 
 selected. Thus, under the readjustment plan of the 
 Philadelphia and Reading (October 1, 1894), which 
 however was later abandoned, it was proposed that 
 the stock should be held by the Central Trust Company 
 and should be voted by it, in electing a president and 
 half of the board of managers, as directed by the holders 
 of the general mortgage bonds, and in electing the other 
 half of the board as directed by the holders of the 
 
VOTING TRUSTS 43 
 
 "assented" stock trust certificates, until "all the cou- 
 pons and interest purchased under this plan shall be 
 paid and cancelled by the Railroad Company"; and 
 thereafter, until the maturity and discharge of the 
 general mortgage, it should be voted with respect to 
 one-third of the board as directed by the holders of the 
 general mortgage bonds, with respect to one-third of the 
 board as directed by the holders of income bonds, and 
 with respect to one-third of the board and the president 
 as directed by the holders of "assented" stock trust 
 certificates. 
 
 In the plan of the creditors' committee of the Central 
 Iron and Steel Company (May 1, 1915) it was provided 
 that during the trust, which was to endure until all the 
 debentures and bonds of the new company were paid, 
 of the nine directors elected by the voting trustees the 
 bondholders, the creditors and the stockholders should 
 each nominate one-third; and that after the debentures 
 had been paid the bondholders should be entitled to 
 nominate six directors. 
 
 Aside from the election of the directors, the aetual 
 voting power of the trustees, while of course subject 
 to the terms of the stock held by them, may be limited 
 also by the terms of the voting trust agreement itself. 
 In the early instance of the South Carolina Railroad 
 it was proposed that the voting trustees be subject to 
 instructions by the holders of the second mortgage 
 bonds. So in the case of the Mobile and Ohio the 
 trusteed stock was voted under the control of security 
 holders (Mobile & Ohio R. R. Co. v. Nicholas, 98 Ala. 92; 
 
44 THE CONTENTS OF 
 
 1892). In the case of the First Security Company the 
 trustees were subject to directions by two-thirds of 
 the certificate holders. Again, in the case of the Oregon 
 Railroad and Navigation (1896) the trustees were, as to 
 certain questions, subject to instructions from a majority 
 of all certificate holders, and as to other questions from 
 a majority of each class of certificate holders. An ex- 
 treme limitation was expressed in the case of the Inter- 
 national Nickel (1911, 1912), in which the voting 
 trustees had power to vote on the election of directors, 
 on approving the acts of the directors, on amending 
 the by-laws, and on routine matters; but before voting 
 on other matters they were obliged to secure instruc- 
 tions by letter from the registered holders of their 
 certificates and vote on such matters "for each holder 
 to the , amount of his holdings as directed by him." 
 Under the trust of the Bath Portland Cement Company 
 the voting trustee, a trust company, was required to 
 vote as instructed in writing by the majority of a com- 
 mittee of three appointed in writing by the holders of a 
 majority of the outstanding trust certificates. Natu- 
 rally, as in this instance, it is customary when a trust 
 company is the sole voting trustee that the certificate 
 holders are given a voice in controlling the choice of 
 nominees for the board of directors, as well as in other 
 matters. 
 
 The voting power of the trustees on certain subjects 
 has often been specifically restricted, the trust agree- 
 ment, to be sure, in some cases only adopting the terms 
 of the company's certificate of incorporation, but even 
 
VOTING TRUSTS 45 
 
 in those cases restoring to the certificate holders certain 
 rights which otherwise might be exercised absolutely 
 by the voting trustees. One of the most substantial 
 of these limitations is the provision under which the 
 trustees agree not to vote in favor of the creation of 
 superior rights, in the form either of additional pre- 
 ferred stock or of a new mortgage, without the express 
 consent of the holders of a certain proportion of the 
 outstanding trust certificates. This restriction appears 
 not to have been common in the earlier voting trust 
 agreements, and was not included even in that of~T;he 
 Southern Railway (1894), a circumstance which gave 
 occasion for a practical illustration of the fact that 
 voting trustees do not regard their position as an oppor- 
 tunity for power rather than an obligation of service. 
 When, in 1906, it was proposed that the Southern 
 Railway should place on its property a new mortgage of 
 $200,000,000, the president of the company addressed 
 to the voting trustees as holders of the control of the 
 stock a formal letter approving the plan. The voting 
 trustees, instead of proceeding to exercise their rights, 
 indicated their policy by the following reply: "In a 
 matter of such importance we should prefer to submit 
 the proposition for the approval of the holders of our 
 stock trust certificates before taking final action thereon, 
 and this we shall proceed to do at once in order that 
 we may be prepared when necessary to take such action 
 in the premises as may be legally requested of us as 
 stockholders." And yet it has been said that under 
 this voting trust "the Morgan-Baker alliance have 
 
46 THE CONTENTS OF 
 
 absolutely controlled the property for twenty years, 
 to the exclusion of the stockholders. . . ." (Samuel 
 Untermyer, A Legislative Program, 1914, p. 20.) 
 
 This omission was supplied in the Reading reorgani- 
 zation plan (1895), and accordingly the Reading voting 
 trust agreement (1897) provided that the voting trus- 
 tees "will not, nor will any of them, consent that (1) 
 any mortgage, additional to the mortgage of $135,000,000 
 heretofore authorized, shall hereafter be put upon the 
 property formerly constituting the system of the Phila- 
 delphia & Reading Railroad Co., and Philadelphia & 
 Reading Coal & Iron Co., or that (2) the amount of 
 the first preferred stock of the Reading Company be 
 increased, except after they shall in each instance have 
 obtained the consent of the holders of a majority of 
 the whole amount of each class of preferred stock trust 
 certificates given at a meeting of such certificate hold- 
 ers called for that purpose, and also the consent of the 
 holders of a majority of such part of the common 
 stock trust certificates as shall be represented at such 
 meeting; the holders of each class of stock trust certifi- 
 cates voting separately; or that (3) the amount of the 
 second preferred stock be increased except with like 
 consent by the holders of a majority of the whole 
 amount of second preferred stock trust certificates 
 given at a meeting of the holders of second preferred 
 stock trust certificates called for that purpose, and 
 also with like consent of the holders of a majority 
 of such part of the common stock trust certificates 
 as shall be represented at such meeting; the holders 
 
VOTING TRUSTS 47 
 
 of each class of stock trust certificates voting sepa- 
 rately." 
 
 A similar provision had also been included in the 
 voting trust under the reorganization plan of the 
 Northern Pacific (1896). This led, in 1897, to the fol- 
 lowing comment: "One improvement we note in the 
 more recent agreements like the Reading. It is with 
 reference to the making of new mortgages or to the 
 increasing of the preferred stock issues, the same rights 
 being now reserved to the holders of the voting trust 
 certificates as would belong to them as stockholders 
 were the shares instead of the certificates outstanding. 
 Thus in the case of the Northern Pacific the voting 
 trustees are limited in their powers to the extent that 
 they cannot authorize a new mortgage or increase the 
 preferred stock without first obtaining the consent of a 
 majority of the whole amount of the voting trust certif- 
 icates representing the preferred stock and a majority 
 of such amount of the voting trust certificates repre- 
 senting the common stock as shall be represented at 
 the meeting called to consider the question. We do 
 not imagine that the voting trustees, in the absence 
 of such a provision, would think of performing either 
 of these acts, but it is obviously proper that the rights 
 of the stockholders should be so safeguarded" (Com. & 
 Fin. Chron., 64; 826). 
 
 Following the reorganization of the American Bicycle 
 Company, the voting trust (of the Pope Manufacturing 
 Company) provided that the "voting trustees will 
 not, however, during the pendency of this agreement, 
 
48 THE CONTENTS OF 
 
 vote in respect of the shares of the capital stock of 
 said Pope Manufacturing Company held by them to 
 authorize any mortgage upon the property acquired 
 under said plan and agreement of reorganization dated 
 December 15, 1902, or any part thereof, nor to author- 
 ize any increase in the amount of first preferred stock 
 or second preferred stock of said Pope Manufacturing 
 Company except with the consent of the holders of 
 three-fourths in amount of the first preferred stock 
 trust certificates, nor to authorize any increase in the 
 amount of second preferred stock of said Pope Manu- 
 facturing Company except with the consent of the 
 holders of two-thirds in amount of second preferred 
 stock trust certificates and two-thirds in amount of the 
 common stock trust certificates of said Pope Manufactur- 
 ing Company given at a meeting called by the voting 
 trustees for that purpose, for which notice shall be 
 given in accordance with the provisions of Article Tenth 
 hereof, or by the assent or approval in writing of such 
 holders of voting trust certificates filed with the Cen- 
 tral Trust Company of New York." 
 
 This voting trust was terminable on February 1, 
 1908, before which time the concern became involved, 
 and the 1906 reorganization plan of the Pope Manu- 
 facturing Company contained the following: "Provi- 
 sion shall be made that during the continuance of the 
 aforesaid voting trust (1) no mortgage shall be put 
 upon the property of the new company or any part 
 thereof (other than the mortgage of deed of trust 
 herein referred to) except with the consent of the 
 
VOTING TRUSTS 49 
 
 holders of two-thirds in the amount of the certificates 
 representing the preferred stock and the holders of 
 two-thirds in amount of the certificates representing 
 common stock; (2) the amount of the preferred stock 
 shall not be increased except with the consent of the 
 holders of three-fourths in amount of the certificates 
 representing preferred stock and the holders of two- 
 thirds in amount of certificates representing common 
 stock; and (3) the amount of the common stock will 
 not be increased except with the consent of the holders 
 of two-thirds in amount of the certificates representing 
 preferred stock and the holders of two-thirds in amount 
 of certificates representing common stock." 
 
 The two instances last cited indicate that the propor- 
 tion coupled with such restriction may have some 
 significance, and that, aside from any statutory re- 
 quirements, the proportion used may vary with some 
 relation to the fact that the organizers or the control- 
 ling interests expect to be either on the defensive or, 
 inaptly stated, on the offensive. If the former, and 
 they wish merely to be in a position with as small an 
 investment as possible to keep conditions as at the 
 outset and prevent any increase of securities, they 
 will naturally introduce the requirement of consent 
 by three-fourths. On the other hand, if they wish to 
 be in a position readily to take affirmative action on 
 the lines indicated, they will obviously seek to depend 
 on the action only of a majority. 
 
 Similarly, the reorganization plan of the Southern 
 Iron and Steel (1911) provided that there should be 
 
50 THE CONTENTS OF 
 
 no new mortgage or preferred stock except with the 
 consent of the holders of a majority of certificates 
 representing each class of stock. The Allis-Chalmers 
 voting trust provided that there should be no mortgage- 
 created so long as any preferred stock remained out- 
 standing except with the consent of holders of eighty 
 per cent, of the preferred trust certificates as well as 
 of eighty per cent, of the preferred stock. The United 
 States Leather plan required the consent of eighty per 
 cent.; the McCrum-Howell plan called for the consent 
 of seventy-five per cent., and in the Chicago Great 
 Western trust the consent of certificates representing a 
 majority of preferred stock was required for the au- 
 thorization of any new mortgage. The United States 
 Motor plan (later the Maxwell Motor Co.) required for a 
 mortgage or for new first preferred stock the consent 
 of holders of trust certificates representing three-fourths 
 of the first preferred stock and a majority of second pre- 
 ferred and common stock, and for new second preferred 
 stock the consent of the holders of trust certificates 
 representing a majority of the second preferred and 
 common stock; but the trustees were allowed to vote, 
 without the concurrence of certificate holders, for any 
 increase of securities provided for in the reorganization 
 plan of October 10, 1912. In the case of the Colorado 
 and Southern any mortgage beyond the new first mort- 
 gage and any additional first preferred stock could be 
 created only with the consent of the holders of certifi- 
 cates representing a majority of the first preferred stock. 
 The voting trust of the International Mercantile Marine 
 
VOTING TRUSTS 51 
 
 provided that there should be neither any additional 
 mortgage nor any increase of stock except with the 
 consent of the holders of two-thirds of the outstanding 
 preferred trust certificates. 
 
 Without here entering into unnecessary refinement, it 
 is to be mentioned that in some cases such requirement, 
 of two-thirds for instance, is so stated as to denote two- 
 thirds of the particular class of trust certificates out- 
 standing while in other cases it denotes the holders of 
 trust certificates representing two-thirds of the particular 
 class of stock outstanding, recitals which are not iden- 
 tical unless all such stock is held by the voting trus- 
 tees. 
 
 In a number of trusts the trustees have been free to 
 vote for an increase of stock without any consent from 
 their certificate holders, the rights of the latter to 
 share in the increase being protected. The instances de- 
 scribed will serve to illustrate the general character of these 
 limitations, the variety of which, in the details appli- 
 cable to a particular situation, is very great. 
 
 The practical result of such restrictions is that the 
 certificate holders, on the termination of the trust, 
 if such requisite consents have not been given, receive 
 certificates of stock bearing the same relation to the 
 property and to mortgage liens upon it as did then- 
 stock when originally transferred to the voting trustees. 
 The effect of the provision is to protect the substantial 
 property rights of the certificate holders, and is there- 
 fore doubtless justifiable, although it involves a quali- 
 fication of the complete exercise by the trustees of the 
 
52 THE CONTENTS OF 
 
 rights of legal owners. Such a qualification, however, 
 by way of contract or declaration of trust is not deemed 
 to be inconsistent with the rights of the trustees as 
 legal owners or obnoxious to public policy. 
 
 Provision is usually made for the termination of the 
 trust upon a number of contingencies. Thus, as to 
 the more typical methods: 
 
 (1) It is commonly provided that the trust shall 
 end on a certain date or not later than a specified date. 
 
 (2) It is quite as commonly provided, in addition, 
 that the trustees may terminate the trust at any time 
 in their discretion. 
 
 (3) It is quite frequently provided that the trust 
 shall terminate when, and often after a given date, a 
 certain event has happened, such as the payment of 
 certain dividends or of certain interest charges. 
 
 (4) It is sometimes provided that the trust may be 
 terminated, by sale or by distribution, by the trustees, 
 either with or without the concurrence of the holders 
 of a certain proportion of the voting trust certificates. 
 
 It is of course possible that all of these events of 
 termination may be included in one instrument, but 
 / that rarely occurs, while other conditions of termina- 
 tion, as illustrated below, are sometimes included. 
 Naturally it may be assumed that the larger number 
 of voting trusts have terminated by limitation on the 
 date fixed in the agreement (e. g., International Harves- 
 ter; International Agricultural Corporation; Metropoli- 
 tan West Side Elevated; General Asphalt; Toledo, 
 St. Louis and Western; United Railways of St. Louis; 
 
VOTING TRUSTS 53 
 
 Chicago Great Western; Pittsburg and Western; Cuya- 
 hoga Telephone; Wisconsin Central Railway). 
 
 The discretionary power of termination vested in 
 the trustees is technically desirable, to avoid any claim 
 of illegal restraint on the power of alienation, and it 
 is also of practical importance, although the exercise 
 of this power seems to have been comparatively infre- 
 quent (e. g., Bankers Trust; Guaranty Trust; Colorado 
 and Southern; Michigan State Telephone; Northern 
 Colorado Power; Northern Pacific; Southern Railway; 
 International Mercantile Marine). Seldom does a 
 discretionary termination occur before the object of a 
 voting trust seems to have been accomplished, as 
 when the National Railroad of Mexico voting trust 
 of 1902 was dissolved in 1903, apparently as an inci- 
 dent to new arrangements with the Mexican Govern- 
 ment, and when that of the International Mercantile 
 Marine was dissolved in 1915, after the company de- 
 faulted in the payment due October 1, 1914, on its 
 bonds. In the latter instance the voting trustees 
 "deemed it proper ... to dissolve the voting trust 
 so that the company's shareholders may be in a position 
 to act independently as they may deem best for their 
 own interests in case a readjustment of the company's 
 finances and capitalization shall be necessary." 
 
 The discretionary power of termination under the 
 Chicago Great Western voting trust was to be exercised 
 on sixty days' notice and was subject to the unusual 
 limitation that it should be "with the concurrence of 
 the Reorganization Managers." The trustees have also, 
 
54 THE CONTENTS OF 
 
 in a ten-year trust, been empowered to dissolve in part 
 or in whole at any time by unanimous action, or to 
 dissolve in whole after seven years by the act of the 
 majority (National Asphalt), while in the case of the 
 Midland Valley the trustees were given the power of 
 terminating after May 1, 1918, a trust which might con- 
 tinue until January 1, 1924. 
 
 Upon such a termination, the voting trustees formally 
 adopt a resolution of termination or dissolution, a form 
 of notice of such action, and a form of call for the sur- 
 render of the outstanding trust certificates in exchange 
 for stock certificates. When the Northern Pacific trust 
 was thus terminated, by the discretionary action of the 
 trustees, prior to the date fixed in the agreement, the 
 trustees also reported quite fully to their certificate hold- 
 ers (November 12, 1900), in part as follows: "Pursuant 
 to the plan for the reorganization of the Northern Pa- 
 cific Railroad Co., dated March 16, 1896, and 'in further- 
 ance of the independent reorganization and administra- 
 tion of the property and to promote and protect the 
 value of the securities of the new company,' Messrs. 
 J. P. Morgan & Co., as reorganization managers, de- 
 livered to the undersigned, as voting trustees, under the 
 terms of an agreement dated December 1, 1896, the 
 common and preferred capital stocks of the Northern 
 Pacific Railway Co., for which our trust certificates have 
 been issued and are now outstanding. 
 
 "By the receipt of these Northern Pacific shares 
 the voting trustees possessed and became 'entitled to 
 exercise all the rights of every name and nature, in- 
 
VOTING TRUSTS 55 
 
 eluding the right to vote in respect of any and all 
 
 such stock.' 
 
 » 
 
 "As stockholders of record, the voting trustees have 
 received all dividends paid upon these shares and have 
 caused the same to be distributed as received to the 
 holders of the trust certificates. 
 
 "In voting the stock held by them, the voting trustees 
 have exercised their best judgment, from time to time, 
 in the selection of suitable directors, to the end that 
 the affairs of the company should be properly managed. 
 
 "The annual reports issued and distributed by order 
 of the directors during the past four years to the holders 
 of the trust certificates and various securities of the 
 company have given prompt and full information to 
 all parties in interest, regarding the directors and officers 
 selected, and the management thereby secured by the 
 voting trustees in the exercise of their voting power and 
 the administration of their trust. 
 
 "Although the first day of November, 1901, was 
 fixed as the date for the expiration of this trust, yet 
 it was provided that at any time the voting trustees 
 might call upon the holders of the stock trust certifi- 
 cates to exchange them for certificates of capital stock. 
 
 "By reason of the evidence of financial strength, 
 conservative management, skillful and profitable opera- 
 tion, superior physical condition of the property and 
 the reasonable prospect of continued prosperity of the 
 Northern Pacific Railway Co., the voting trustees, in 
 the exercise of their discretion, have decided to now 
 terminate their trust and to distribute on January . 1, 
 
56 THE CONTENTS OF 
 
 1901, the shares of stock they hold in exchange for 
 their outstanding trust certificates." 
 
 This step was commented upon at the time in the 
 following terms: "The action last week of the board 
 of directors of the Northern Pacific Railway Company 
 in placing the common stock on a four per cent, divi- 
 dend basis has been followed this week by a wholly 
 unlooked for announcement that the voting trust in 
 the shares of the company is to be terminated. . . . 
 The action is somewhat unique. Men do not as a 
 rule yield up power readily, for there is a certain fas- 
 cination in the exercise of it that makes the holder 
 reluctant to divest himself of it; hence the fact that in 
 this instance the voting trustees of their own volition 
 part with the control of this important railroad prop- 
 erty speaks volumes both as to the character of the 
 men themselves and of the wonderful results which 
 have been accomplished under their wise care and 
 judgment in the short period of four years since the 
 new company was constituted. 
 
 "The reorganization of the Northern Pacific, as is 
 well known, was the work of J. P. Morgan & Co. 
 Mr. Morgan's house has on more than one occasion 
 in the history of the road come to its rescue on critical 
 occasions, but never did it render more efficient or im- 
 portant services on behalf of an embarrassed concern 
 than when, in the thorough and drastic manner for 
 which the house is famed, it undertook to place this 
 large concern on its feet. ... It is rather noteworthy 
 that the voting trustees appear to be little concerned 
 
VOTING TRUSTS 57 
 
 to give prominence to their own part in the work. 
 It would be difficult to find a stronger list of names 
 than that comprising the voting trust, it consisting 
 of J. P. Morgan himself and of August Belmont, Charles 
 Lanier, Johnston Livingston and Dr. Georg von Sie- 
 mens; but they cite the facts set out in the report 
 simply to show that they are justified in the step they 
 have taken in handing control of the property back 
 to the shareholders — or (to use their own language) 
 to furnish convincing proof 'that the purposes of our 
 trusteeship have been fulfilled and that we are war- 
 ranted in now dissolving the trust ' " {Com. & Fin. 
 Chron., 71; 989). Likewise the voting trustees of the 
 Southern Railway in announcing on June 30, 1914, 
 their decision to terminate the trust, reported in some 
 detail on their administration and set forth striking 
 figures showing the comparative financial condition of 
 the property at the beginning and near the close of the 
 trust. . 
 
 - Xhe dissolution of the trust on the occurrence of_a ' 
 specific event is logically the _ideal^ process, and this 
 
 happened, for instance, in the cases of the St. Louis 
 and San Francisco, the Erie and the Reading, upon 
 the payment of required dividends. The Frisco trust 
 was terminable whenever, after five years, the first 
 preferred stock had received four per cent, for two 
 consecutive years, a result which was reached as of 
 July 1, 1901. The Erie voting trust was to termi- 
 nate whenever, after five years, the first preferred had 
 received four per cent, in one year, which occurred 
 
58 THE CONTENTS OF 
 
 in the fiscal year 1903-1904. The Reading voting 
 trust was to terminate whenever, not prior to Janu- 
 ary 1, 1902, four per cent, had been paid on the first 
 preferred stock for two consecutive years, which condi- 
 tion was met by the payments made in the calendar 
 years 1903 and 1904. 
 
 The result of what was naturally deemed a successful 
 voting trust, especially in a system earlier productive 
 of so much litigation, is reflected in the report of Presi- 
 dent Underwood of the Erie for the year 1904, while 
 in other cases, like the Reading (October, 1904), upon 
 a termination of a trust, statistics have been published 
 which would seem eulogies of voting trusts although 
 in fact the voting trustees would themselves be the 
 last to decline to apportion much of the credit to the 
 operating officials. 
 
 In addition to similar events of termination already 
 referred to (page 17) may be mentioned the provisions 
 for termination when the income bonds had received 
 five per cent, for three consecutive years (Atchison, 
 Topeka and Santa Fe, 1894 plan), when the first mort- 
 gage bonds had received four per cent, for three con- 
 secutive years (Colorado Midland), when the first pre- 
 ferred stock had received five per cent, in one year 
 (Southern), and when the first preferred stock had 
 received four per cent, for three consecutive years 
 (Union Pacific, Denver and Gulf). 
 
 With respect to termination upon a specified event 
 an extreme case was that of the Omaha Water trust, 
 which was to continue until both classes of preferred 
 
VOTING TRUSTS 69 
 
 stock had received five per cent, for five years. 
 "Whether the five consecutive years means concurrently 
 or alternately" the voting trustees had power to de- 
 termine. While the court held that the question before 
 it was not whether the parties might lawfully make 
 such an agreement, but whether in fact they had made 
 such, it nevertheless said "These provisions have the 
 earmarks, to say the least, of an intention to provide 
 for substantially perpetual control on the part of the 
 committee and their successors of property which 
 the committee acquired in trust for the bondholders" 
 {United Water Works Co. v. Omaha Water Co., 164 N. 
 Y. 41; 1900). The St. Louis, Kansas City and Northern 
 trust was intended to be perpetual, as was that of the 
 Pittsburg and Lake Erie, a detail which to-day, aside 
 from the serious question of legality, would doubtless 
 prevent the listing of the trust certificates on any stock 
 exchange which scrutinizes new issues with the care 
 shown by the Committee on Stock List of the New York 
 Stock Exchange. 
 
 A most remote event of termination occurred in the 
 case of the Consumers' Gas Trust (1887), an Indiana 
 corporation whose articles of association provided that 
 "the entire capital stock of the corporation shall be 
 placed under the control of the board of five trustees 
 and their successors, who shall be stockholders in said 
 Company, which said board of trustees shall have full,, 
 complete, exclusive and irrevocable power during the 
 continuance of this corporation to hold said stock and 
 to vote the same as fully and completely as if they 
 
60 THE CONTENTS OF 
 
 were the owners of said capital stock, to elect directors 
 as above provided, and to fill any vacancy that may 
 occur in said board of directors. Said entire capital 
 stock shall be voted as a unit, and, in case said trustees 
 shall not agree as to how said stock shall be voted, 
 the majority of them shall cast the vote of the board. 
 If a vacancy should occur in the board of trustees by 
 death, resignation, removals from the city of Indianap- 
 olis, or otherwise, such vacancy shall be filled by the 
 remaining members of the board; and, in the event 
 of the failure of such board to fill such vacancy the 
 Marion circuit court shall, upon application of any 
 stockholder, after said trustees shall have had ten 
 days' notice in writing of such application and shall 
 have in the meantime failed to fill such vacancy, ap- 
 point some competent person to fill the same." The 
 articles of association also provided for the issue of 
 trust certificates, and these as issued recognized the 
 right of the trustees to hold the stock "during the 
 continuance of the Consumers' Gas Trust Company 
 as a corporation." Litigation over this extraordinary 
 situation (Consumers' Gas Trust Co. v. Quinby, 137 Fed. 
 882; 1905) had to do not with the legality of the ar- 
 rangement itself, but with the question whether, the 
 company's principal authorized business having ended 
 with the exhaustion of its supply of natural gas, the 
 assets of the concern should not be distributed among 
 the certificate holders. 
 
 Such inclusion in a certificate of incorporation of 
 the essential facts of a prospective voting trust is 
 
VOTING TRUSTS 61 
 
 rather an inversion of logical procedure and is not at 
 all common (c/. page 127). An early instance is that 
 of the New York, Lake Erie and Western, the certifi- 
 cate of incorporation of which (April 26, 1878) not 
 only set out in full the reorganization plan of De- 
 cember 14, 1877, but also contained the following 
 provision: "In accordance with the provisions of a 
 certain plan and agreement, which is hereinafter in- 
 serted, and is hereby made a part of this certificate,' 
 the power of voting in respect of one-half of the pre- 
 ferred stock, and one-half of the common stock to be 
 issued by this corporation, shall be lodged with voting 
 trustees, of whom Sir Edward William Watkin, Thomas 
 Wilde Powell, Esq:, and John Westlake, Esq., shall 
 be the first. From time to time the voting trustees 
 for the time being may fill any vacancy occurring in their 
 body and may add to their number, and may exercise 
 their power of voting by a proxy, appointed under 
 the hands of a majority of them for the time being. 
 This trust shall continue until the full dividend shall 
 have been paid on the preferred stock for three con- 
 secutive years. The said half of the common and 
 preferred stock, respectively, shall be actually vested 
 in and held by said trustees. The persons entitled 
 to the stock subject to such trust shall receive as evi- 
 dence of their equitable ownership thereof, and of the 
 right to receive any dividends declared thereon, certifi- 
 cates in the ordinary form of share or stock certificates, 
 or as near as may be thereto, and transferable in the 
 manner usual for such certificates, but each bearing 
 
62 THE CONTENTS OF 
 
 an endorsement, stating that such certificate does not 
 give the holder a right to vote in respect of the shares 
 represented by it, and that the same is subject to the 
 voting trust aforesaid." It is to be noted also, in this 
 connection, that the bonds issued under this reorganiza- 
 tion of the Erie required for their validity the counter- 
 signature of the secretary of the voting trustees. 
 
 An event of termination of an unusual and quite 
 indefinite nature was that of the New York, Ontario 
 and Western, when it was authorized (Laws of New 
 York, 1885, chap. 421) to issue bonds in exchange for 
 its $2,000,000 preferred stock, the statute further pro- 
 viding: "Whenever any such exchange shall be made, 
 the stock for which the bonds shall be issued and ex- 
 changed shall be transferred to and registered upon 
 the books of the company in the name of Thomas P. 
 Fowler, Richard Irvin, Jr., Thomas Swinyard, Charles S. 
 Whalen and William F. Dunning as trustees for the 
 New York, Ontario and Western Railway Company, 
 who shall hold the same until all the preferred stock 
 shall be so exchanged and transferred; and until that 
 time the trustees aforesaid, and their successors, shall 
 be entitled to vote upon any preferred stock so ex- 
 changed and transferred at all elections for directors 
 representing preferred stock and at all meetings of 
 stockholders, but such stock shall not have any rights 
 to dividends as preferred stock or any other preferen- 
 tial right, except the right of voting as aforesaid." 
 As early as March, 1886, all but $210,000 of this pre- 
 ferred stock was held by the trustees. As the preferred 
 
VOTING TRUSTS 63 
 
 stock of this company had the right to elect eight out 
 of the thirteen directors until a dividend should be 
 paid on the common stock, the practical result was 
 that these trustees for the company controlled the 
 board. When all but $4,000 of the preferred stock 
 had been surrendered (1904) representatives of some 
 $18,000,000 of common stock protested against the 
 continuance of the trust, inaccurately assuming that 
 the payment of a dividend on the common stock would 
 terminate the trust. In January, 1905, the requisite 
 dividend on the common stock was paid, and the 
 control of the board by the voting trustees was ended, 
 but the trust has nevertheless been prolonged until 
 the present time. Since October, 1904, a bare majority 
 of the common stock and $2,200 of the outstanding 
 preferred stock has been held by the New York, New 
 Haven and Hartford Railroad Company. The possi- 
 bility of terminating this trust is shown by the appli- 
 cation of the New Haven Company, August 17, 1912, 
 to the Public Service Commission for the Second Dis- 
 trict of New York for permission to purchase these 
 outstanding eighteen shares of the preferred stock of 
 the New York, Ontario and Western, and by the further 
 petition of the New Haven Company, November 7, 
 1913, for leave to withdraw its earlier application, 
 which latter petition was granted. 
 
 A slight variation on common practice appeared 
 in the 1914 plan of the Laramie, Hahn's Peak and 
 Pacific (now the Colorado, Wyoming and Eastern Rail- 
 way) which provided that the voting trust should con- 
 
64 THE CONTENTS OF 
 
 tinue until all accrued interest on the income bonds 
 had been paid, and the current interest on those bonds 
 had been paid regularly for two consecutive years, and 
 thereafter for such further period not exceeding one 
 year as the trustees might deem advisable, if lawful. A 
 further development is in the instance of the First 
 Security Company, in which the trust was created 
 to continue for five years (c/. p. 20) "and thereafter 
 until the same shall have been terminated by the 
 written direction of the holders of two-thirds in interest 
 of the stock certificates of the" First National Bank 
 of New York or of its successor (Pujo Committee, 
 Testimony, p. 1485). Under the Chicago Railways 
 participation agreement (1907) the trustees, therein 
 called the depositaries, were given voting power until 
 August 1, 1912, "and, to the full extent thereafter 
 which may be permitted by law, until all the Consoli- 
 dated Mortgage Bonds of the Railway Company which 
 may be issued pursuant to the provisions of the Plan 
 shall be fully paid and discharged." 
 
 Still another event of termination was adopted in 
 the Pure Oil Company trust (1895), which, with an 
 excess of ingenuity, provided that the "agreement 
 may be cancelled, and the trust thereby created dis- 
 solved, only by the winding up of the Pure Oil Company 
 or by the consent in writing, duly executed, of the 
 equitable owners of four-fifths of the shares held in 
 trust hereunder, and of four-fifths of all the other shares 
 of the company, after providing in full for the redemp- 
 tion or purchase, at one hundred and ten dollars per 
 
VOTING TRUSTS 65 
 
 share, in cash, of all the preferred and common shares 
 of the company, at the time outstanding." The Stan- 
 dard Oil trust agreement of January, 1882, under which 
 there were nine trustees, was to "continue during the 
 lives of the survivors and survivor of the trustees in 
 this agreement named, and for twenty-one years there- 
 after;" with the proviso that after one year the trust 
 might be terminated by the vote of the holders of 
 ninety per cent, of the certificates and after ten years 
 by the vote of the holders of two-thirds of the certif- 
 icates. Following the adverse results of litigation 
 (State v. Standard Oil Co., 49 Oh. St. 137; 1892), the 
 trust was formally terminated (March 21, 1892) by 
 the vote of 736,720 shares out of 950,000 shares out- 
 standing. The reality of this dissolution was ques- 
 tioned in the subsequent litigation brought by the 
 United States against the Standard Oil Company of 
 New Jersey and others, the Supreme Court stating 
 the contention as follows: "It was alleged that shortly 
 after this decision, seemingly for the purpose of com- 
 plying therewith, voluntary proceedings were had ap- 
 parently to dissolve the trust, but that these proceedings 
 were a subterfuge and a sham because they simply 
 amounted to a transfer of the stock held by the trust 
 in sixty-four of the companies which it controlled to 
 some of the remaining twenty companies, it having con- 
 trolled before the decree eighty-four in all, thereby, 
 while seemingly in part giving up its dominion, yet in 
 reality preserving the same by means of the control of 
 the companies as to which it had retained complete 
 
66 THE CONTENTS OF 
 
 authority" [Standard Oil Co. v. United States, 221 U. S. 
 1; 1910). Another period was for fifteen years or the 
 lives of A and B and the survivor, whichever should 
 happen first (Byington v. Piazza, 131 App. Div., N. Y, 
 895; 1909), while one event of termination in the trust, 
 created abroad and set aside here, of the Fisheries 
 Company (a New Jersey corporation) was "when the 
 last survivor of the now existing descendants of Her 
 Majesty shall have been dead for twenty years." 
 
 Another type of the event of termination appeared in 
 the Oregon Railroad and Navigation voting trust (Au- 
 gust 19, 1896), which was to extend to August 17, 1906, 
 but might be earlier terminated, among other methods, 
 whenever the dividends on the preferred stock aggre- 
 gated twenty per cent., or whenever an amount, in addi- 
 tion to dividends paid, sufficient to constitute such 
 twenty per cent, on the preferred stock should be de- 
 posited in cash or its payment guaranteed by the Amer- 
 ican Surety Company or the Lawyers Surety Company 
 or by a person or corporation of the City of New York 
 satisfactory to the Central Trust Company of New York, 
 the voting trustee, "it being understood that any such 
 guaranty shall be for the payment on the first day of 
 each successive calendar year thereafter, at the rate of at 
 least four per cent, per annum, of the balance of the 
 twenty per cent., theretofore unpaid." This method of 
 termination was designed for exercise in behalf of the 
 holders of the common stock, and it was provided that 
 any dividends actually paid thereafter on the preferred 
 stock within the period covered by the guaranty should 
 
VOTING TRUSTS 67 
 
 accrue to the benefit of the common stock. The trust 
 was terminated (July, 1899) upon the guaranty of Kuhn, 
 Loeb & Co., acting for the Oregon Short Line Railroad 
 Company (which owned at least 162,814 shares of the 
 common stock) to pay $1,100,000 to the holders of the 
 $11,000,000 preferred stock, in instalments at the rate 
 four per cent, per annum on such stock from July 1, 
 1899, to January 1, 1902. This guaranty, as the com- 
 pany had itself paid dividends aggregating ten per cent, 
 on the stock, fulfilled the requirements as to the termi- 
 nation of the trust. 
 
 A method of termination introducing an event out- 
 side the history of the company itself appeared in con- 
 nection with the Bay State Company (of New Jersey), 
 the entire stock of which was placed in the hands of 
 H. H. Rogers, John G. Moore and F. W. Whitridge, 
 as trustees for the benefit of the Bay State Company (of 
 Delaware), the trust to continue until the Boston United 
 Gas bonds, first series, had been retired by the sink- 
 ing fund or otherwise paid (c/. Quar. Jour. Econ., 14; 
 104). 
 
 Referring to events of termination, mention should be 
 made of the case of the Southern Railway. The orig- 
 inal trust agreement (1894) provided for termination 
 on July 1, 1899 j if at that time the preferred stock had 
 received five per cent, in one year, and if not, then 
 whenever such dividend should be paid. It was cor- 
 rectly anticipated that the semi-annual dividend pay- 
 able October 31, 1902, would be one of two and one- 
 half per cent, and thus fulfill this condition, and that 
 
68 THE CONTENTS OF 
 
 the original trust would then terminate. Pursuant to 
 the suggestions of the voting trustees, in their circular 
 of August 27, 1902, an extension agreement was on that 
 date executed by the voting trustees, to which the 
 holders of a majority of the outstanding certificates had 
 assented by October 31. The extension agreement pro- 
 vided that the trust should continue "until October 15, 
 1907, and thereafter until such day as a majority in 
 amount of the holders of such stock trust certificates 
 stamped as assenting to this agreement, shall, by vote 
 on the date of the annual election for directors of the 
 Southern Railway Co., fix as the date of the termination 
 of such agreement and of the rights and powers of the 
 voting trustees thereunder; without prejudice, however, 
 to the continuing rights of the voting trustees in their 
 discretion to cause to be made earlier delivery of stock 
 certificates in exchange for stock trust certificates by 
 them theretofore issued." The indefiniteness of the 
 date of the termination giving rise to some question, 
 the voting trustees, when the extension agreement had 
 become operative by the stamping thereunder of a ma- 
 jority of stock certificates, announced (October 31, 1902) 
 that they had then, under the authority conferred by 
 the extension agreement, determined that it should ter- 
 minate on October 15, 1907, and that the trust certifi- 
 cates would then be deliverable; but the trust was con- 
 tinued however until 1914. The supposed eagerness of 
 stockholders to secure the release of their stock from 
 such trusts is somewhat qualified by noting that as re- 
 cently as July 6, 1915, Southern Railway voting trust 
 
VOTING TRUSTS 69 
 
 certificates to the amount of $80,674,100 had not been 
 surrendered for stock certificates. 
 
 An actual termination of such a trust by the direction 
 or concurrence of the certificate holders is uncommon 
 (Lake Street Elevated, by eighty per cent, of the certif- 
 icate holders; Texas and Pacific, by a majority; Colo- 
 rado Midland, by a majority; Seaboard Air Line, March, 
 1908). In the case of the Quaker Oats Company the 
 holders of a majority of the certificates, and in the case 
 of the St. Louis, Rocky Mountain and Pacific the holders 
 of three-fourths, have the power of termination. In the 
 case of the St. Louis, Iron Mountain and Southern ter- 
 mination was made possible, and was later effected, on the 
 direction of the holders of ninety per cent, both of the 
 first preferred income bonds and second preferred in- 
 come bonds; and in the case of the St. Louis and San 
 Francisco termination was provided for on the concur- 
 rence of the holders of two-thirds of the certificates of 
 each class, at any time prior to January 1, 1902. In 
 the instance of the Loose-Wiles Biscuit Company termi- 
 nation is possible, prior to a certain date, by the direc- 
 tion of holders of three-fourths of the outstanding trust 
 certificates. In the Atlantic and Pacific trust it was 
 provided that the trust might be terminated by the vote 
 of three-fourths of the directors of the three corporations 
 involved, the Atlantic and Pacific, the Atchison and the 
 Frisco. In the Chicago Great Western plan a dissolution 
 was possible on the request of the holders of a majority of 
 the preferred trust certificates and of sufficient common 
 trust certificates to make a majority of all of both classes. 
 
70 THE CONTENTS OF 
 
 It sometimes occurs that the original object of a vot- 
 ing trust may not have been wholly accomplished dur- 
 ing the term for which it was created. Under such cir- 
 cumstances it is customary for the trustees to request, 
 and usually to recommend, that their certificate holders 
 concur in a renewal of the trust. Thus the voting trust 
 of the Keystone Telephone Company, of July 1, 1905, 
 was modified and extended by the agreement of July 1, 
 1912, and was continued for three years more by the 
 agreement of February 1, 1914. If holders of certificates 
 with respect only to less than a majority of the stock 
 concur in the suggestion, it is naturally deemed of no 
 avail to complete the arrangements for an extension. 
 If, however, holders of a majority in interest concur, the 
 practice followed is the execution by the trustees either 
 of a new trust agreement, substantially identical in terms 
 with the original agreement except as to the date of 
 termination (Bankers Trust) or of a supplemental agree- 
 ment of extension (Southern; Interborough-Metropoli- 
 tan; International Marine). Such having been executed, 
 the trustees issue thereunder new trust certificates in 
 place of those outstanding, or the original certificates 
 are temporarily surrendered and appropriately stamped 
 with an endorsement showing that they are subject to 
 the agreement as extended. The original agreement it- 
 itself (Interborough-Metropolitan) may provide for the 
 steps to be taken as a preliminary to an extension, and it 
 may contain an agreement by the parties to enter into 
 such further agreement (Virginia Iron, Coal and Coke). 
 
 Another variation of ordinary practice, involving not 
 
VOTING TRUSTS 71 
 
 an extension in time but rather in form, was presented 
 in the case of the Interborough-Metropolitan Company, 
 in connection with the consolidation of that company 
 with the Finance and Holding Corporation. The voting 
 trustees of the common stock, in their circular^ of 
 April 26, 1915, asked their certificate holders to give 
 them a proxy to vote, as was done, at the meeting of 
 June 1, 1915, for the consolidation, the proxy providing 
 briefly: "the Voting Trust Agreement of February 6, 
 1911, to be effective with respect to such stock of the 
 consolidated company as with respect to the present 
 common stock of the Interborough-Metropolitan Com- 
 pany." However, it is sometimes provided in the voting 
 trust agreement itself (e. g., Guaranty Trust Company) 
 that the trustees may vote in favor of a merger, the 
 stock in the merged company acquired by the trustees 
 being subjected to the terms of the original trust agree- 
 ment. 
 
 A practical extension may be introduced in connection 
 with a reorganization, as when the plan of consolidation 
 of the Seaboard Air Line Railway, of January 12, 1905, 
 provided as follows: "The present voting trust agree- 
 ment may be dissolved in whole or in part and the 
 stock or any part thereof held in trust thereunder may 
 be delivered in exchange for the voting trust certificates. 
 Stock of the New Company receivable by the commit- 
 tee in exchange for the shares of the existing Seaboard 
 Air Line Railway so delivered may be deposited by the 
 Committee under a new voting trust, limited in dura- 
 tion to a period not exceeding five years, with Trustees 
 
72 THE CONTENTS OF 
 
 selected by the Committee, and voting trust certificates 
 under said new voting trust may be delivered by the 
 committee to the depositors under the plan. Any 
 stockholder of the New Company may deposit his 
 stock under such new voting trust." 
 
 Even when all the stock has been in the first instance 
 subject to a trust, an extension of the agreement pro- 
 vides the opportunity for the stockholders to withdraw 
 their stock from the trust. Thus, after the extension of 
 the International Mercantile Marine trust, two stock- 
 holders owning about 1200 shares, elected to take stock 
 instead of new trust certificates, and in many cases the 
 proportion of the stock held directly by individuals has 
 been considerably larger. The possibilities arising from 
 such a situation have provoked rather strenuous criti- 
 cism not so much of voting trusts as of stock exchanges. 
 It seems to have been the rule of the New York Stock 
 Exchange, for instance, not to carry at the same time 
 on the list of securities open for trading both the stock 
 of the company and trust certificates with respect to 
 other shares of the same issue, when the public hold only 
 a small portion either of the stock or of the trust cer- 
 tificates and there is thus made possible a disturbance 
 of the market by a corner of the stock or of the trust 
 certificates requiring for its consummation a com- 
 paratively small amount of cash. It has thus hap- 
 pened, when trust certificates representing the larger 
 part of a stock issue have been listed, that the stock 
 certificates held by others than the trustees, when the 
 aggregate is small, have not been listed. The latter 
 
VOTING TRUSTS 73 
 
 have not been so fully available for use as collateral as 
 are listed securities, and this condition has been used 
 rather inaccurately to illustrate the charge that a stock 
 exchange may thus strengthen the control of the voting 
 trustees by indirectly forcing into their hands much 
 stock that ordinarily would be withheld. It is interest- 
 ing to compare this criticism with the early and obvious 
 suggestion that voting trusts tended to prevent purely 
 speculative trading in stocks. The alleged discrim- 
 ination, if such it is, may easily be given an exaggerated 
 importance, because such a minority stockholder, even 
 in co-operation with those in like position with him, 
 could in no event have much effect on the policy or con- 
 duct of the business, while if he really wished a loan he 
 might readily convert his certificate into a more accept- 
 able form of collateral. In passing, mention of the 
 minority stockholder suggests his customary first step 
 in demanding from the corporation a list of its stock- 
 holders. This preliminary to a campaign of reform is 
 not available in securing such a list of certificate holders 
 from trustees who are not subject to corporation laws. 
 It has occurred that the trust agreement has forbidden 
 the trustees to supply such information except on pre- 
 scribed conditions, and even without such a restriction 
 it is improbable that they would comply with such a 
 request. However, especially where the trust agreement 
 provides for meetings of certificate holders, it would 
 seem that such a request has a reasonable basis, and in 
 time might be upheld by such courts as tend to treat 
 trust certificates as quite analogous to stock certificates 
 
74 THE CONTENTS OF 
 
 (e. g., O'Grady v. U. S. Indep. Tel. Co., 71 Atl. 1040; 
 N. J., 1909). 
 
 The trustees in some instances have been given the 
 power of terminating the trust by actually selling the 
 stock held by them and distributing the proceeds among 
 the certificate holders, and of doing this either at their 
 discretion (Anthony and Scovill Company), or subject 
 to the approval of a certain proportion of the certificate 
 holders, or subject to some limitation as to price. While 
 a provision permitting the surrender of the control of a 
 concern may be somewhat inconsistent with the original 
 design in the voting trust of holding and developing a 
 property, still if the result of such policy produces an 
 increase in the value of the stock one real object of the 
 trust has been attained, and the trustees may thus 
 procure a better return than could the stockholders, 
 acting individually and without the power, except by 
 some pooling arrangement, to deliver the actual control. 
 For instance, the voting trustees of the Colorado Mid- 
 land, with the consent of the holders of a majority of 
 their certificates, sold the control to two other roads 
 (1900). Thus also the voting trustees have been au- 
 thorized to sell at a fixed minimum (Lehigh Coal and 
 Navigation), merely to sell on the unanimous vote of 
 the trustees (Louisville, St. Louis and Texas), to sell at 
 par or better (Virginia Iron, Coal and Coke; Union 
 Terminal Association), to sell on a majority vote of the 
 trustees for not less than par (Chicago Southern plan) 
 or to sell by a like vote at not less than seventy-five 
 per cent, of par (Southern Indiana plan), or to sell 
 
VOTING TRUSTS 75 
 
 subject to the approval of a majority of each class 
 of certificate holders (Toledo, St. Louis and West- 
 em; Toledo, St. Louis and Kansas City). When the ten 
 years voting trust of the St. Louis, Rocky Mountain and 
 Pacific common stock (1905) was dissolved in 1912, a 
 new trust for five years was created, with power in the 
 trustees either to sell all the deposited stock at not less 
 than par or to sell all or any part of the deposited 
 stock in excess of $5,500,000, at such price as the trustees 
 might determine upon, subject to the right of depositors 
 to elect not to participate in the sale. In another in- 
 stance the trustees were given power to sell without re- 
 striction as to price, but subject to the limitation that 
 the proceeds should be distributed among the certificate 
 holders only after the claims of certain note holders 
 had been paid (Milliken Bros., Inc., plan). As another 
 method, the trustees may be empowered in the agree- 
 ment not to sell the stock but to vote to sell the assets 
 of the company (Jackson Company). 
 
 Under the Cincinnati, Hamilton and Dayton plan of 
 May 24, 1909, the voting trust was to expire July 1, 
 1916, and on that date the Baltimore and Ohio (whose 
 president was one of the voting trustees) was to be en- 
 titled to buy the controlling stock at a price to be fixed 
 by arbitrators. Details as to the price were modified by 
 a supplemental agreement, October 21, 1912, between 
 the Baltimore and Ohio and the firm of J. P. Morgan 
 & Co., as set out in the annual report of President Wil- 
 lard for the year ended June 30, 1914. Under the reor- 
 ganization plan of the Staten Island Electric Railroad 
 
76 THE CONTENTS OF 
 
 (1902) the voting trustees were given the broad power 
 to sell the stock on such terms as they might determine; 
 and under the voting trust of the Long Island Rail- 
 road (February 1, 1897) the trustees agreed to sell a 
 majority of the company's stock, reserving to the certif- 
 icate holders their election as to participating in the 
 sale (1900). In some agreements the element of pos- 
 sible sale has been the principal factor (e. g., Baltimore, 
 Chesapeake and Atlantic; Dubuque and Sioux City 
 Railroad; Pacific Mail Steamship Company; Anthony 
 and Scovill Company), and such agreements might 
 naturally be held to create not a voting trust with 
 power of sale but "a power of sale with an incidental 
 provision in regard to voting" (Hall v. Merrill Trust 
 Go., 106 Me. 465; 1910). 
 
 While it may be said that the effect of certain of these 
 provisions, especially as to the control of the board and 
 over the dissolution of the trust, is to place too much 
 power in the hands of the voting trustees, yet it is to be 
 noted that they have in fact refrained from exercising 
 as much power as they might. Thus, the voting trustees 
 of the Southern Railway consulted the certificate holders 
 before consenting to a mortgage; the voting trustees of 
 the Northern Pacific and of the International Mercan- 
 tile Marine Company elected to terminate their trust 
 sooner than they were obliged to; and the voting trustees 
 of the Kansas City Southern, when the voting trust was 
 to expire shortly after an annual meeting (1905) ad- 
 journed the meeting in order that the board for the en- 
 suing year might be elected by the stockholders them- 
 
VOTING TRUSTS 77 
 
 selves after the release of their certificates. It has also 
 even occurred that trustees have voted for the election 
 as directors of nominees of the minority interest (Read- 
 ing, 1899). 
 
 The trustees also agree to deliver corresponding stock 
 certificates, upon the surrender to them of the outstand- 
 ing trust certificates, on the termination of the trust. 
 The voting trust agreement or the certificate may state 
 simply that the holder will be entitled on a specified 
 date, or not before such a date, to receive a stock certif- 
 icate for a number of shares equal to the number rep- 
 resented by his trust certificate; while the trust certif- 
 icate usually recites also that it is issued under and 
 subject to the conditions of the trust agreement therein 
 referred to, such reference covering the cases in which 
 the stock certificates may in the alternative become der 
 liverable on a date other than the calendar date fixed in 
 the agreement. The agreement should as well make it 
 obligatory on the certificate holders, upon the termi- 
 nation of the trust, to accept stock certificates and sur- 
 render their corresponding trust certificates, in order 
 that the trust may be completely dissolved in reality as 
 well as theoretically. As it sometimes happens that 
 trust certificates may have been lost, or that some cer- 
 tificate holders may not have received promptly the 
 actual notice of dissolution, the duties of the trustees 
 may be effectually terminated by providing that upon 
 the dissolution of the trust the trustees may, after due 
 notice, deposit stock certificates with a trust company 
 (Interborough-Metropolitan; Allis-Chalmers; Guaranty 
 
78 THE CONTENTS OF 
 
 Trust), or with the company itself (Richmond Radiator) 
 to be exchanged for trust certificates when surrendered, 
 the duties of the trustees ending with such deposit. 
 
 When thus a voting trust has been terminated, and 
 some holders of trust certificates delay the withdrawal 
 of their stock certificates, if a meeting of stockholders 
 should be held one slight practical difficulty arises from 
 such delay. The trust certificate holder is not entitled 
 to vote as a stockholder, and the trustees, although 
 stockholders of record, are not entitled to vote under 
 the agreement. This situation may be met, in some 
 degree, by the trust certificate holder giving a proxy 
 to the trustees in whose name his stock is still standing. 
 This might serve to protect the trustees for any action 
 thus taken, and might be sufficient unless the company 
 itself should insist that, the trust having for all purposes 
 expired, the trustees were thus disqualified from voting, 
 and also that a proxy from the holder of a trust cer- 
 tificate could not be of any effect. 
 
 \As to the personnel of the voting trustees, the choice 
 of the first set is a practical matter controlled chiefly by 
 the design of giving proper representation to all sub- 
 stantial interests concerned. Where the trust is created 
 as an incident of a reorganization the trustees may be 
 named in the reorganization agreement (Chicago Great 
 Western; Northern Pacific; Wisconsin Central, 1899; 
 New Orleans, Mobile and Chicago Railroad) or they 
 may be the members of the reorganization committee 
 (International Fire Engine; Interstate Telephone; Kinder- 
 hook and Hudson Railway; Missouri, Kansas and Texas; 
 
VOTING TRUSTS 79 
 
 United Button) or their designation or approval left to 
 the reorganization committee (McCrum-Howell; Indian 
 Refining Co.; Whitney Co.; United Coal Co.), although 
 the committee's power in this regard is at times some- 
 what restricted. Thus, of three trustees only one was to 
 be named by the committee and two by those supplying 
 new funds (McCall Ferry Power). In an instance of 
 seven trustees, only one was to be named by the com- 
 mittee and six by an individual acting practically as a 
 syndicate manager (Denver, Northwestern and Pacific). 
 In one case of the creation of a voting trust without any 
 reorganization the members of the corporation's executive 
 committee were named as voting trustees (International 
 Nickel). In the case of the Kansas City and Memphis 
 Railway, of the three voting trustees one was to be 
 named by the company itself, one by the Kansas City 
 Southern, and the third by a designated banking firm. 
 In the Erie plan of August 20, 1895, it was provided 
 that the three or five voting trustees should be appointed 
 by J. P. Morgan & Co. and J. S. Morgan & Co. Often, 
 if no other provision is made, their appointment is made 
 by a reorganization committee under the general powers 
 conferred by the reorganization agreement. 
 
 With respect to vacancies occurring among the voting 
 trustees, after their selection and before the execution of 
 the trust agreement, the reorganization plan may pro- 
 vide for the contingency, as by indicating specifically 
 that certain parties may nominate to the vacancy. This 
 situation was met in the Alabama Consolidated Coal 
 and Iron and the Southern Iron and Steel joint plan by 
 
80 THE CONTENTS OF 
 
 the arrangement that, of the five voting trustees named 
 in the plan, the place of Cecil A. Grenfell in this interim 
 should be filled by the holders of certificates of deposit 
 for stocks of the Southern Company, the place of 
 A. J. Hemphill by the holders of certificates of deposit 
 for bonds of the Southern Company, the places of Pliny 
 Fisk and Henry H. Melville by the board of the Ala- 
 bama Company, and the place of Edwin G. Merrill by 
 the other four named in the plan. In the Philadelphia 
 and Reading amended plan (December 14, 1886) it was 
 provided that alternates for J. Pierpont Morgan and 
 John Lowber Welsh should be named by the Syndicate, 
 those for John Wanamaker and Austin Corbin by the 
 "Board of Reconstruction Trustees," and that the alter- 
 nate for the fifth position should be named by the four 
 other voting trustees. In the Northern Pacific plan 
 (March 16, 1896) it was provided that in case of vacan- 
 cies occurring prior to the actual receipt of the stock by 
 the voting trustees, the successors or substitutes should 
 be appointed as follows: as regards the membership of 
 Dr. Siemens, by the Reorganization Committee of 
 which the chairman was Edward D. Adams; as re- 
 gards the membership of August Belmont, by the Pro- 
 tective Committee of which Brayton Ives was chairman; 
 and as regards the three other positions, by the Mana- 
 gers, J. P. Morgan & Co. In the Union Pacific, Denver 
 and Gulf plan (September 29, 1898), in which were 
 named the five original voting trustees, it was provided 
 that in the event of death or incapacity of any of them 
 "prior to the creation of the voting trust" the vacancy 
 
VOTING TRUSTS 81 
 
 should be filled by the survivors; while the reorganiza- 
 tion plan of the Baltimore and Ohio provided that such 
 a vacancy should be filled by the Reorganization Man- 
 agers. 
 
 It is usually provided that any voting trustee may 
 resign by delivering to the other voting trustees his writ- 
 ten resignation, to take effect ten days thereafter (Bank- 
 ers Trust; Baltimore and Ohio; Reading; Southern 
 Railway) ; or the ten day provision may be omitted (Eq- 
 uitable life). The procedure has been made more def- 
 inite by the provision that the written resignation should 
 be delivered at the office of the transfer agent of the vot- 
 ing trustees (General Motors) ; and the possibility of the 
 remaining trustees failing promptly to fill the vacancy 
 has been met, for example, by giving power to a trust 
 company to nominate a trustee after the vacancy has 
 remained unfilled a specified period. 
 
 If a vacancy should occur after the agreement has 
 been executed, it is usually provided in the agreement 
 that the survivors may fill the vacancy (Erie; Southern 
 Railway; Equitable Life; Bankers Trust; General Motors; 
 Reading). In the Toledo Railways and Light plan the 
 seven trustees were treated as constituting two. groups 
 and a vacancy in either group was to be filled by the 
 surviving trustees of the group. It has, however, oc- 
 curred that the right to fill vacancies has been lodged 
 elsewhere, as, for instance, in the provision that the 
 successor of Dr. Siemens in the Northern Pacific voting 
 trust should be nominated by the Deutsche Bank and 
 elected by the remaining trustees. In the International 
 
82 THE CONTENTS OF 
 
 Harvester voting trust it was provided that the succes- 
 sor of George W. Perkins should be appointed by a 
 specified banking firm, the successors of Cyrus H. Mc- 
 Cormick and Charles Deering by, in each instance, a 
 person named in the agreement, and on his failure to 
 appoint by another designated person, and on the fail- 
 ure of both such persons to act, by the other two 
 trustees. 
 
 Under the Baltimore and Ohio voting trust the 
 successor of each of the five trustees was to be named, 
 respectively, by designating banking firms or institu- 
 tions, with the qualification that "such appointment 
 shall in every case be confirmed by the other voting 
 trustees by written instrument." In a similar way 
 in the Interborough-Metropolitan voting trust of five 
 trustees, the successors of two were to be appointed 
 by a designated trust company, the successors of two 
 others by a designated banking firm, and the successor 
 of the fifth was to be appointed as follows: the trustee 
 in question was empowered, within thirty days from 
 the date of the agreement, to lodge with a certain trust 
 company an instrument naming three persons to fill the 
 vacancy in the order named, and if none of them served 
 the vacancy was to be filled by the unanimous vote of 
 the four remaining trustees. In the Chicago Great West- 
 ern voting trust, the right to nominate to fill any vacancy 
 among the trustees was retained by the Reorganiza- 
 tion Managers, and in the case of the United Rail- 
 ways Company of St. Louis the power to fill vacancies 
 was given to Brown Brothers and Company, who had 
 
VOTING TRUSTS 83 
 
 been Syndicate Managers, and was to be exercised by 
 the surviving trustees only in case the bankers failed 
 within ten days to fill the vacancy. 
 
 In the Wisconsin Central Railway trust (1889; to be dis- 
 tinguished from the Wisconsin Central Company and the 
 Wisconsin Central Railroad Company) it was provided 
 that a successor might be appointed by the surviving trus- 
 tees, subject to approval in writing by the holders of a ma- 
 jority of both classes of certificates. In another instance, 
 of the three voting trustees two were apparently operat- 
 ing owners and one a banker, and to safeguard against 
 an ultra financial influence it was provided that while 
 the successor of A, the banker, should be named by a 
 designated banking firm, the successor of B should be 
 named by C or C's successor and the successor of C 
 should be named by B or B's successor, the banker 
 having the power to nominate only in case his fellow 
 survivor did not fill the vacancy within a limited period. 
 In the plan of Louisville, St. Louis and Texas it was 
 arranged that the successor of one trustee should be 
 named by the holders of preferred trust certificates and 
 the successors of the other two trustees by the holders 
 of the common trust certificates. In an unusual case, 
 provision was made that the five voting trustees should 
 be elected each year, three by the holders of first mort- 
 gage bonds, one by holders of second mortgage bonds 
 and one by holders of leased line bonds (Atlantic and 
 Great Western); and in the Quaker Oats plan it was 
 provided that the trustees should be elected annually 
 by the certificate holders. 
 
84 THE CONTENTS OF 
 
 The trust agreement should, in the proper case, have 
 suitable provisions with respect to the control of the 
 trustees by consents or instructions given by the certif- 
 icate holders, with respect to calling meetings of 
 certificate holders, and also with respect to notices re- 
 quired to be given of such meetings. If the agreement 
 does not require the request or consent of the certificate 
 holders for any particular action by the trustees, and 
 does not give them power over the selection of succes- 
 sor trustees or over the cancellation of the agreement, 
 it may be unnecessary to provide either for any meet- 
 ings of the certificate holders or for the giving of any 
 notice to them. Where, however, they have any such 
 powers, the exercise of such should be available either 
 by concurrent instructions or by action taken at a 
 meeting, and the method of calling such meetings, or of 
 giving notice to file such instruments, should be more 
 definitely set forth than is always the case. 
 
 It is interesting to note that the Standard Oil trust 
 agreement of 1882 was much more liberal than most such 
 agreements as to meetings, in that the trustees were re- 
 quired to call a meeting on the request of holders of ten 
 per cent, of the outstanding certificates. While now, 
 considering the more important instances, it seldom 
 occurs that a trust company is selected to act as voting 
 trustee, yet when this plan is followed four courses, at 
 least, are open; that the trustee may vote the stock as 
 it deems best (a detail at the basis of much criticism of 
 early voting trusts); that the trustee vote the stock as 
 directed by a committee; that the trustee vote for the 
 
VOTING TRUSTS 85 
 
 election as directors of nominees of specified parties 
 in interest; or that the trustee vote as instructed by the 
 certificate holders. In a case of the last type it is 
 necessary to provide fully for meetings of certificate 
 holders, and this was done with elaborate completeness 
 in the voting trust of the Oregon Railroad and Naviga- 
 tion Company. 
 
 Prescribing any qualifications for the voting trustees 
 is extremely rare, although as early as the Erie recon- 
 struction plan of 1877 it was provided that each voting 
 trustee should be a "substantial bondholder at the time 
 of his appointment " and on ceasing to be such he should 
 resign as a voting trustee; and in the case of the United 
 States Pipe Line the single individual trustee was re- 
 quired to give a bond for the proper performance of his 
 duties. In the case of the First Security Company it 
 was provided that each trustee should become disqual- 
 ified as such upon ceasing to hold one of certain speci- 
 fied offices in the First National Bank of New York. 
 
 The trust agreement may properly confer on the 
 trustees the power to establish their own rules of pro- 
 cedure, a power which in any event would be naturally 
 implied. Such rules relate to the detailed administration 
 of the trust, such as the appointment and duties of their 
 signing agents, depositaries, registrars and transfer 
 agents. These appointments may in fact be incorporated 
 in the agreement itself, and depositaries and registrars 
 often are thus named, coupled however with a recital 
 of the power of the trustees to revoke any such appoint- 
 ment and to fill the vacancy. While as agents for the 
 
86 THE CONTENTS OF 
 
 signing of trust certificates and as transfer agents the 
 trustees not infrequently appoint individuals, yet these 
 positions and also those of depositary and registrar are 
 now more commonly, and usually more efficiently, filled 
 by trust companies. 
 
 The agreement ordinarily provides that, except when 
 otherwise specially stated, the act of a majority of the 
 trustees shall be deemed the act of all, although in the 
 case of the Western New York and Pennsylvania Railway 
 (1895) it was provided that the trustees, or those present, 
 should vote unanimously, and in exceptional circumstances 
 unanimous action may be desirable (c/., Equitable Life). 
 
 The action of the trustees may be determined upon 
 at a meeting or, without a meeting, in writing; and 
 frequently each voting trustee may be empowered to 
 give his proxy as trustee to any other trustee; and the 
 trustees themselves may often act through a joint proxy, 
 such proxy being one of their own number or any other 
 person as variously arranged for, and as often done with- 
 out any special authority other than that possessed by 
 a stockholder of record; but their freedom to vote 
 through a proxy other than one of themselves has at 
 times been restricted. 
 
 It is sometimes specifically provided that a voting 
 trustee may serve as a director or officer of the company 
 (Maxwell Motor), and although the recital may have no 
 real effect by way of enlarging the power of the trustee, 
 it serves often a proper purpose merely in stating prac- 
 tically that the trustees may vote in thejr own favor. 
 As a matter of fact, the men chosen to serve as voting 
 
VOTING TRUSTS 87 
 
 trustees are selected because of qualifications which 
 would make them valuable members of the board of 
 directors; and in the Denver, Northwestern and Pacific 
 Railway plan it was stated that the voting trustees 
 should serve as directors. The voting trust agreement 
 of the United Railways Company of St. Louis provided: 
 "Any voting trustee hereunder may vote in person or 
 by proxy for any other person, whether or not a voting 
 trustee." On this subject a pertinent comment was 
 made by the court in the case of the Philadelphia and 
 Reading voting trust, in the following terms: "There is 
 another point which may be touched lest it should seem 
 to have been over-looked. The voting trust was orig- 
 inally intended to have five members. There are but 
 four, one of whom, as it has been sworn, stands aside 
 and will take no part in the coming election. The in- 
 junction affidavit avers that the remaining three intend 
 to choose one of their number as president of the rail- 
 road. We do not wish to be understood as implying 
 that such an election will be valid or can stand. Even 
 if, as we think, the power of the trustees to elect is, 
 from its nature, and because it concerns the public, one 
 that may be exercised by a majority, it is still held in 
 trust, and the votes cast should be disinterested and 
 without personal bias. The question whether one of 
 the trustees can vote for himself is not, however, raised 
 by the bill or presented in the prayer for relief, and we 
 do not, therefore, think it necessary to form or express 
 an opinion as to the law" (Shelmerdine v. Welsh, 7 
 Rlwy. and Corp. L. J. 89; 1890). 
 
88 THE CONTENTS OF 
 
 Mention should be made of certain provisions which 
 have not been commonly used, as: 
 
 that the reorganization committee might designate, 
 as earlier was more frequently done, a corporation as 
 sole voting trustee (Chicago Southern Plan, 1910; cf., 
 Commonwealth v. Roydhouse, 233 Pa. 234; 1911; c/., 
 Oregon Railroad and Navigation); 
 
 that the stock held by the trustees should be deemed 
 also a pledge to secure the company's bonds (United 
 Button) ; 
 
 that the voting trustees might pledge the stock to 
 secure a syndicate that might underwrite certain bonds 
 of the company (Chicago Southern plan); 
 
 that the voting trustees might pledge the stock to 
 pay the debts of the company (Linville Improvement 
 Co.); 
 
 that the voting trustees might sell the stock to pay 
 the debts of the company (Anthony and Scovill Co.). 
 
 The number of voting trustees is usually three or five, 
 and sometimes seven, while in one instance there were 
 nine (Standard Oil), in another twelve, all apparently 
 serving also as directors of the company (Louisville 
 Home Telephone), and in another fifteen (Pure Oil). 
 
 The source of the trustees' title to the stock may be 
 indicated in the preamble of the agreement, as by the 
 recital that the stock certificates have been delivered to 
 the trustees by the managers pursuant to the terms of 
 the reorganization plan (Northern Pacific; Baltimore 
 and Ohio; Reading), or by the committee under the re- 
 organization plan (Erie; Southern), or directly by the 
 
VOTING TRUSTS 89 
 
 company itself on the order of the Reorganization Man- 
 agers (Chicago Great Western), or that an individual has 
 delivered the stock certificates to the trustees (Inter- 
 national Harvester) ; or the chain of title may be shown 
 by the recitals in the contractual portions of the instru- 
 ment (Interborough-Metropolitan). The transfer of 
 title may be from the several stockholders themselves, 
 the agreement providing that stockholders may become 
 parties to it by delivering their stock certificates to the 
 trustees (General Motors); or the stockholders may be- 
 come parties by actually signing the agreement (Bankers 
 Trust) and therein agreeing to transfer their certificates. 
 The converse of this should appear in an appropriate 
 agreement on the part of the trustees, as to deliver their 
 trust certificates to, or on the order of, the reorganization 
 managers or reorganization committee, when the entire 
 stock has been received from those parties; or merely to 
 deliver their trust certificates to any parties surrendering 
 stock to them. 
 
 The stock, when so delivered directly or indirectly by 
 reorganization managers or by a committee, usually con- 
 sists of the entire issue, less a number of shares reserved, 
 either specifically or not, for use in qualifying directors. 
 While these few shares are not usually vested in the 
 trustees, it must nevertheless be the fact that the actual 
 control of these certificates should rest with the trustees. 
 This is necessary in order to qualify new directors in 
 case of changes in the board, for with trust certificates 
 outstanding representing all other shares it would be im- 
 possible to maintain the qualification of the board unless 
 
90 THE CONTENTS OF 
 
 these few certificates were at the disposal of the trustees. 
 In the case of the Chicago Great Western eleven qual- 
 ifying shares were excluded from the trust, in the Inter- 
 national Mercantile Marine one hundred and ten shares, 
 in the Denver, Northwestern and Pacific plan seven, in 
 the Reading and the Northern Pacific trusts two thousand, 
 in the Southern one thousand, in the Erie one hundred and 
 in the Colorado and Southern fifty. Usually these qualify- 
 ing shares are thus left informally without really beneficial 
 owners. Nevertheless, provision has sometimes been made 
 for the correct disposition of these qualifying shares (Bank- 
 ers Trust; Richmond Radiator), as by specifically plac- 
 ing them in the custody of the trustees for the pur- 
 pose indicated. Thus, in the case of the Indian Refining 
 Company voting trust it was provided "that the Voting 
 Trustees are authorized to transfer one share of stock to 
 each of such persons as may be selected by them in 
 order to qualify such persons to act as Directors of the 
 Company, or to serve the company in any other capacity, 
 and all certificates of stock issued for such purpose shall 
 be endorsed in blank by the persons to whom issued, and 
 shall be deposited with the Voting Trustees and held by 
 them for the purposes of this agreement." This control 
 of such shares was also given to the voting trustees 
 under the Chicago City and Connecting Railways Col- 
 lateral Trust, in which case the provision was indirectly 
 attacked by an attempt to show that a director thus 
 qualified was incapable of acting on the board, but as it 
 was not shown affirmatively that the director in question 
 did not also own a beneficial certificate no adverse ruling 
 
VOTING TRUSTS 91 
 
 was reached (Venner v. Chicago City Railway Co., 258 111. 
 523; 1913). 
 
 So in the case of the Atlantic and Pacific, thirty 
 shares were reserved to the Atchison to qualify its 
 six directors, the same number to the Frisco to qual- 
 ify its like quota of the board, and five shares were set 
 aside for use by the voting trustees in qualifying the 
 thirteenth director. Strictly, of course, these qualifying 
 shares may not be represented by trust pertificates ex- 
 cept in such a case as that of the Indian Refining Com- 
 pany, and certainly should not be considered available 
 for acquisition by the public. It may, however, occur that 
 the voting trustees hold shares with respect to which their 
 certificates may not be outstanding under the requirements 
 of the plan of reorganization. Thus, in the case of the Wis- 
 consin Central trust of 1899, the trustees held 233}^ shares 
 not represented by trust certificates; and in the case of 
 the Philadelphia and Reading (under the amended plan 
 of December 14, 1886) more than $250,000 of stock 
 was not converted into voting trust certificates but was 
 for more than five years represented only by the bank- 
 ers' certificates of deposit. 
 
 As regards the custody of the stock certificates, it may 
 be desirable, although not done in the earlier important 
 trusts, to provide that a trust company be designated 
 either by the trustees or in the trust agreement as de- 
 positary of the stock held by the trustees. This course 
 was natural, for instance, when the stock in the Bal- 
 timore and Ohio owned by the City of Baltimore and 
 the Garretts was deposited with a trust company, to be 
 
92 THE CONTENTS OF 
 
 voted for three years by the president of the railroad 
 and his two nominees. In the case of the ordinary 
 voting trust also it is the preferable procedure (North- 
 western Elevated; Louisiana and Arkansas; Long Island 
 Railroad; Michigan State Telephone; Lehigh Coal and 
 Navigation; H-0 Co.; Loose- Wiles Biscuit). A step 
 further may be taken by providing that the stock shall 
 actually be transferred into the name of the depositary, 
 the Columbia Trust Company, for instance, being the 
 record owner of the trusteed common stock of the 
 California Petroleum Company. 
 
 For simplicity of statement, reference has been made 
 to those voting trusts under which the execution of the 
 trust was imposed on individual trustees. In many in- 
 stances (Oregon Railroad and Navigation Co.; United 
 Cigar Manufacturers Co.; Bath Portland Cement Co.; 
 Ellis Granite Co.; Metropolitan West Side Elevated; 
 People's Water) a trust company has been designated 
 as sole voting trustee. When a trust company thus has 
 the selection of directors, and the exercise of other 
 powers, free from the control of the certificate holders, 
 there is of course lost all benefit incident to the proper use 
 of judgment and discretion by selected individuals, and 
 such a trust cannot be designed, and cannot be ex- 
 pected, to produce the results possible when individuals 
 are administering the trusts. More adequate results 
 are obtained under such circumstances by granting to 
 the certificate holders some share in the choice of di- 
 rectors and in otherwise deterniining in what manner 
 the trustee shall vote the stock held by it. This is 
 
VOTING TRUSTS 93 
 
 natural, as the primary functions of a trust company in 
 connection with a voting trust are those of depositary, 
 transfer agent, and registrar of transfers, and that of 
 agent of the trustees in signing for them and issuing 
 trust certificates. 
 
 The parties to the agreement are the voting trustees 
 on the one hand, and, on the other hand, may be either 
 the reorganization managers (Northern Pacific; Reading; 
 Baltimore and Ohio; Chicago Great Western), or the 
 reorganization committee (Erie; Southern; Interborough- 
 Metropolitan), or an individual holding title to the 
 stock (International Harvester) or the several stock- 
 holders (Bankers Trust). In another form the only 
 signatory parties may be the trustees themselves (Gen- 
 eral Motors; Maxwell Motor), the other parties being 
 such stockholders "as may become parties to this agree- 
 ment in the manner hereinafter provided." Rarely the 
 company itself is a party (Oregon Railroad and Navi- 
 gation; Pure Oil; Allis-Chalmers; Philadelphia Rapid 
 Transit), and sometimes the trust company which serves 
 as depositary of the stock held by the trustees (Michigan 
 State Telephone; California Petroleum; Loose-Wiles 
 Biscuit). While in a sense only a declaration of trust, 
 it may be sufficient that the agreement should be execu- 
 ted only by the trustees, but where the entire res of the 
 trust comes to them in a single transfer and with a va- 
 riety of limitations it is appropriate, whether necessary 
 or not, that those delivering the stock to the trustees 
 should actually be parties to the agreement. 
 
 Extension agreements also are usually signed in the 
 
94 THE CONTENTS OF 
 
 first instance only by the voting trustees, but that in 
 the J. I. Case Threshing Machine Company (Novem- 
 ber 16, 1914) for three years was signed by a single holder 
 of trust certificates as well as by the voting trustees. 
 
 Provision is often made that every stockholder may 
 become a party to the agreement by exchanging his 
 stock for trust certificates (Loose-Wiles Biscuit; Cali- 
 fornia Petroleum), and the propriety of this, aside from 
 any legal necessity, is obvious. The Interborough- 
 Metropolitan voting trust of common stock, of March 6, 
 1906, recited that the preferred stock might also be 
 deposited thereunder. As the company stated: "This 
 provision is included in said agreement for the purpose of 
 complying with the provisions of the statute. It is not 
 contemplated, however, that preferred stock will be de- 
 posited under the voting trust agreement." No holder 
 of preferred stock requested the issue of voting trust 
 certificates under this agreement, and none was issued 
 with respect to preferred stock. After the extension 
 agreement of February 1, 1911, however, certificates 
 were promptly issued with respect to more than a ma- 
 jority of the preferred stock; but later a large part, if 
 not indeed all, of these preferred trust certificates were 
 surrendered and stock certificates issued in place thereof. 
 The part of the statute of New York and Maryland 
 applicable to the situation is as follows: "A stockholder 
 may, by agreement in writing, transfer his stock to any 
 person or persons for the purpose of vesting in him or 
 them the right to vote thereon for a time not exceeding 
 five years upon terms and conditions stated, pursuant 
 
VOTING TRUSTS 95 
 
 to which such person, or persons, shall act; every other 
 stockholder, upon his request therefor, may, by a like 
 agreement in writing, also transfer his stock to the same 
 person, or persons, and thereupon may participate in the 
 terms, conditions and privileges of such agreement; . . . ." 
 (N. Y. Gen. Carp. Law, sec. 25; M'd Code, Art. 23, 
 Sec. 102). 
 
 While the voting trust is supposed to insure a contin- 
 uous administration by a chosen group it has nevertheless 
 occurred that the control of the company has changed 
 during the term of a voting trust, presumably as a result 
 of the purchase of a sufficient quantity of voting trust 
 certificates to entitle the new parties to recognition. 
 Such a transfer having been completed, it has readily 
 been followed by the resignation in rotation of a number 
 of the trustees and the election to the vacancies of the 
 trustees representing the new holders (Seaboard Air Line, 
 1903; Kansas City Southern, 1900). 
 
 It may happen that, far from the expected result having 
 been attained, the company has become further involved 
 and a reorganization has been necessary even during 
 the term of a voting trust (Pope Manufacturing; De- 
 troit Southern; International Mercantile Marine; Wis- 
 consin Central Railroad; New York, Pennsylvania and 
 Ohio). 
 
 The introduction of voting trustees in connection with 
 stock pledged under a collateral trust indenture is un- 
 usual. Such stock is usually pledged under an agree- 
 ment which provides that the trustees will permit the 
 mortgagor company to vote on the stock so long as 
 
96 THE CONTENTS OF 
 
 there is no default under the trust indenture. However, 
 in the Northern Pacific collateral trust indenture of 
 May 1, 1893, a committee of five were named, as voting 
 trustees in a limited sense, the trustees under the inden- 
 ture agreeing that the sole power of voting on the pledged 
 stock should remain in the committee irrevocably, and 
 agreeing also on request of the committee to give proxies 
 to its nominees, and to assign certificates of stock for 
 the proper qualification of those elected directors. It 
 was further provided that the railroad should pay each 
 member of the committee a fixed sum for attending each 
 meeting of the committee, and should pay all the nec- 
 essary disbursements of the committee, including the 
 salary of the secretary to be appointed by the committee. 
 A somewhat abnormal instance of a voting trust arose 
 in connection with the New Orleans Terminal Company, 
 the stock of which was owned equally by the Southern 
 Railway and the St. Louis and San Francisco Railroad 
 Company. The Terminal Company leased its proper- 
 ties jointly to the two railroad companies, each company 
 agreeing to pay one-half of the interest on the Terminal 
 Company's bonds, and also guaranteeing jointly and 
 severally such bonds. For mutual protection the two 
 railroad companies delivered their stock, aside from 
 qualifying shares, to the Standard Trust Company of 
 New York (since merged in the Guaranty Trust Com- 
 pany) under a voting trust agreement, the trustee agree- 
 ing to vote the stock as the two companies jointly di- 
 rected and also to vote for three directors proposed by 
 each company. The agreement also provided that if 
 
VOTING TRUSTS 97 
 
 either company should default in the payment of its 
 share of interest under the lease, and the default should 
 continue for three months, the shares of the company 
 so in default should be forfeited to the company not in 
 default. Such default occurring on the part of the 
 Frisco, the receivers of that road brought action to en- 
 join the voting trustee from transferring their portion 
 of the stock, and at Special Term an injunction pendente 
 lite was granted, the court holding that this provision 
 of the voting trust was really in the nature of security 
 for debt and that the forfeiture clause might on the 
 trial be held to be void (West v. Guaranty Trust Com- 
 pany, New York Law Journal, Jan. 19, 1914), but this 
 decision was reversed, however, at the Appellate Divi- 
 sion (162 App. Div., N. Y., 301; 1914.) 
 
 Mention has not been made of instances which might 
 be termed testamentary voting trusts (e. g., Florida 
 East Coast Railway), or of the many cases of voluntary 
 trusts formed to avoid the limitations incident to the 
 use of corporate forms (e. g., Chicago City and Connect- 
 ing Railways Collateral Trust, New Hampshire Electric 
 Railways, Massachusetts Electric Companies; cf., Mass., 
 House Docs., 1913, No. 1788), or of the smaller number 
 of what were practically voting trusts incident to a 
 centralization of the control of several corporations 
 (e. g., Standard Oil Co.; cf. Eddy, Combinations, Chap. 
 16.). Nor, indeed, has it seemed necessary to mention 
 specifically many normal voting trusts which illustrate 
 no peculiar feature of practice or policy. 
 
 The foregoing examination of many typical, and some 
 
98 THE CONTENTS OF 
 
 unusual, provisions of voting trust agreements may en- 
 able one to judge certainly as to the reasonableness 
 underlying their adoption and quite as clearly as to their 
 propriety. It seives to illustrate the care and conserva- 
 tism with which voting trusts have been created under 
 the varying circumstances produced by corporate re- 
 organizations. The provisions reflect, as well, the under- 
 lying purpose of such trusts, and, to some extent, the 
 probable results of their use. 
 
 Reorganization committees do not ordinarily scheme 
 for any more power than really seems to them necessary 
 to carry into effect such a plan as they may vouch for. 
 They do not usually impose a voting trust in order to 
 prolong their authority. Commonly enough such com- 
 mittees, and the voting trustees who in a sense succeed 
 to their responsibilities, are thankful indeed when their 
 work is ended, whether or not it may be really completed. 
 When they are able to develop, or even to satisfactorily 
 preserve, a valuable property burdened by its past, there 
 is some occasion for appreciation, although the grat- 
 itude expressed by minority stockholders toward voting 
 trustees is not infrequently that defined as "an anticipa- 
 tion of favors still to come." The hostility to voting 
 trusts has been largely an incident of the obvious ease 
 with which they have been used as illustrations of the 
 supposed operations of a so-called "money trust," while 
 in the criticism the other side of the account has been 
 obscured by rhetorical excess. 
 
 The result of the normal voting trust has been to in- 
 sure to a company both stability and continuity of pol- 
 
VOTING TRUSTS 99 
 
 icy, simple features which are often of substantial mate- 
 rial advantage to the concern and to all its stockholders. 
 It provides certainty of really responsible management. 
 It makes impossible any disturbing attempts at inter- 
 ference by minority stockholders, which is a reasonable 
 and practical consideration to be recognized frankly and 
 at times properly. It concentrates on a small group the 
 duty of putting a concern into satisfactory condition, 
 giving them both the legal power and the moral obliga- 
 tion to make a real effort to that end. It makes it pos- 
 sible for those in control to formulate a well considered 
 program for the conduct of the business with the assur- 
 ance that they may remain unhampered until the wis- 
 dom, or futility, of their plans has been demonstrated. 
 The substantial advantages which voting trusts have 
 produced certainly outweigh any criticisms to which 
 they have been subjected, and it is not to be expected 
 that these advantages can be successfully ignored by those 
 who would by other methods give a species of "new 
 freedom" to American stockholders. 
 
100 THE LAW OF 
 
 III 
 
 THE LAW OF VOTING TRUSTS 
 
 The law relating to voting trusts was earlier some- 
 what uncertain, due in part to a lack of thoroughness 
 and of exact analysis in many of the decisions on the 
 subject, and due also in part to the fact that in a con- 
 siderable proportion of the cases, no appeal having been 
 taken, the state of the law rested on the opinion of a 
 court of first instance. Suits involving the validity or 
 effect of voting trusts have usually been commenced 
 shortly before corporate elections and coupled with an 
 application for an injunction, the decision on which has 
 substantially determined the case so far as the pending 
 election might be concerned, after which, unless sub- 
 stantial interests were at stake, the question at issue 
 in the particular case has been permitted to become 
 largely academic. Thus in the early litigation relating 
 to the voting trusts in the Cincinnati, Hamilton and 
 Dayton and in the Pittsburg and Lake Erie, no decision 
 by a higher court was secured; the sequel in the latter 
 case being the purchase of the control of the stock by 
 the Vanderbilt interests. In the case of the Shepaug 
 voting trust no appeal was taken, and the refusal of 
 the courts to enjoin the Philadelphia and Reading vot- 
 ing trustees from voting the stock held by them was 
 
VOTING TRUSTS 101 
 
 apparently not reviewed. Nevertheless, questions re- 
 lating to voting trusts have been before the courts in 
 variety and frequency^ sufficient to produce a substan- 
 tial body of law, from a brief review of which may be 
 derived some principles familiar to lawyers and also 
 not beyond the experience of laymen. 
 
 The commonest and also the most indefinite test ap- 
 plied to the validity of a voting trust has been its rela- 
 tion to public policy. The application of this rule has 
 been as elastic as were the earlier standards of equitable 
 relief, while the restrictive force attributed to public 
 policy has varied greatly. On the one hand is the liberal 
 doctrine which has been expressed by Justice Holmes, 
 then Chief Justice, as follows: "We know nothing in 
 the policy of our law to prevent a majority of stock- 
 holders from transferring their stock to a trustee with 
 unrestricted power to vote upon it" (Brightman v. 
 Bates, 175 Mass. 105; 1900.) And so in New Hampshire 
 a voting trust was upheld with the comment that 
 "Judged by the strictest rule of a stockholder's right 
 to the free and honest judgment of his co-stockholders, 
 the agreement here made by more than three-fourths 
 of the stockholders is a legitimate arrangement for 
 carrying out their purpose." After considering vari- 
 ous cases on the subject, the court commented as fol- 
 lows: "Even the cases holding the particular agreements 
 then under consideration to be invalid usually recognize 
 the proposition that there may be a valid voting trust" 
 (Bowditch v. Jackson Co., 76 N. H. 351; 1912). So in 
 a Vermont case, the court said: "The defendant says 
 
102 THE LAW OF 
 
 that the agreement referred to amounts to a voting 
 trust, and is therefore illegal and void. But this result 
 does not necessarily follow. Such agreements are not 
 illegal per se. Their validity depends upon the purposes 
 they are designed to subserve. Where these purposes 
 are lawful, stockholders may, in the absence of con- 
 stitutional or statutory restrictions, suspend for a time 
 the right to vote their stock and vest it in others who 
 have a beneficial interest in it or the corporate busi- 
 ness — as corporate creditors or a trustee for them" 
 (Thompson-Starrett Co. v. Ellis Granite Co., 86 Vt. 282; 
 1912). 
 
 This theory is also thus expressed: "There is no stat- 
 utory provision, nor can we perceive any reason offen- 
 sive to public policy, preventing a stockholder from 
 giving another power over, or rights in, his shares in a 
 corporation to the same extent that he might give in 
 any property" (Chapman v. Bates, 61 N. J. Eq. 658; 
 1900). In citing this case, it was later said, in a minor- 
 ity opinion in Warren v. Pirn (66 N. J. Eq. 353; 1904), 
 in which however the court was divided seven to six: 
 "It is now settled by a decision of this court that pool- 
 ing or combining of stock, where the object is to carry 
 out a particular policy with a view to promote the best 
 interest of all the stockholders, is not necessarily for- 
 bidden." The dissenting opinion in Bridgers v. First 
 Nat'l Bank (152 N. C. 293; 1910), states this view of 
 the law as follows: "I am of opinion that such agree- 
 ments among stockholders of a private corporation are 
 not per se void or against public policy, but that their 
 
VOTING TRUSTS 103 
 
 validity should be determined by the propriety and 
 justness of the ultimate purpose which is sought to 
 be accomplished. This is now the generally accepted 
 view. . . . There is no more objection to assigning 
 certificates of stock in a private corporation in trust for 
 a lawful purpose than any other property." So where 
 three stockholders, together holding a control of the 
 stock, agreed to vote all their stock as a unit and thus 
 to elect directors and officers, the agreement was held 
 not to offend public policy, as the owners of a majority 
 of the stock might properly follow this course, their 
 purpose being honest and free from fraud (Faulds v. 
 Yates, 57 111. 416; 1870. Cf. Weber v. Delia Mountain 
 Mining Co., 14 Idaho, 404; 1908). 
 
 The objection of public policy was likewise raised in 
 the case of Boyer v. Nesbitt (227 Pa. 398; 1910), but 
 the court upheld the agreement as containing "all the 
 essential elements of an active trust." Repugnance to 
 public policy was also unsuccessfully urged in connec- 
 tion with the trust of the stock of the Mobile and Ohio 
 Railroad (1879). For the protection of the holders of 
 the company's debentures the stock was deposited with 
 a trust company, to be voted by it as directed by a 
 majority of the debenture holders until the debentures 
 should be paid. No more proper object of a voting 
 trust may be found, and it is not surprising that the 
 court found the agreement "not only valid but fair, 
 especially as the stock had been voted for thirteen years" 
 {Mobile & Ohio Railroad Co. v. Nicholas, 98 Ala. 92; 
 1892). A similar result has been reached in California 
 
104 THE LAW OF 
 
 (Smith v. S. F. & N. P. By. Co., 115 Cal. 584; 1897), 
 where it was said not to be "illegal or against public 
 policy to separate the voting power of the stock from 
 the ownership. The statute authorizes the stock- 
 holder to vote by proxy; . . . The right to appear by 
 proxy implies of itself that the voting power may be 
 separated from the ownership of the stock, ..." In 
 Virginia also a voting trust has been held not "viola- 
 tive of the public policy" of the state (Carnegie Trust 
 Co. v. Security Life, etc., Co., Ill Va. 1; 1910). So in 
 Brown v. Pacific Mail S. S. Co. (Fed. Cas. No. 2025; 
 5 Blatch. 525; 1867) Justice Blatchford said: "I am 
 unable to perceive anything in this agreement contrary 
 to public policy, or any wise open to objection." And 
 to the same general effect is Winsor v. Commonwealth 
 Coal Co. (63 Wash. 62; 1911). 
 
 On the other hand, the narrower theory is bluntly 
 expressed as follows: "In short, all agreements and de- 
 vices by which stockholders surrender their voting powers 
 are invalid" (Harvey v. Linville Improvement Co., 118 
 N. C. 693: 1896). The trust agreement in this case, 
 which was to be effective only if executed by holders of 
 a majority of the stock, was to continue for five years 
 unless earlier terminated by the holders of two-thirds 
 of the stock deposited, and gave a majority of the de- 
 positors power to instruct the trustees how to vote, and 
 conferred on the trustees the power to pledge the stock 
 for money to be borrowed to pay the debts of the com- 
 pany. There was here no impropriety or illegality of 
 purpose, and yet the court unfortunately followed the 
 
VOTING TRUSTS 105 
 
 decision of Cone v. Russell (48 N. J. Eq. 208; 1891), a 
 case involving a clear illegality of purpose, and then 
 indulged in the extreme opinion quoted above. 
 
 The Harvey decision was followed in Sheppard v. 
 Rockingham Power Co. (150 N. C. 776; 1909), a case in 
 which the certificate holders had no control over the 
 vote of the trustees, and the court treated the agree- 
 ment as one depriving the stockholders of their right to 
 vote, and so contrary to public policy and illegal; and 
 was followed also in Worth v. Knickerbocker Trust Co. 
 (152 N. C. 242; 1910), really a case of illegal conspiracy 
 to damage the plaintiff, which assumed the law to be 
 settled in that jurisdiction and spoke of "a voting trust, 
 forbidden by the law." Stated otherwise, it is said to 
 be the "universal policy" of the law "that the control 
 of the stock shall be and remain with the owners of the 
 stock. The right to vote is an incident of the ownership 
 of the stock and cannot exist apart from it." (Griffith 
 v. Jewett, 15 Week. Law Bull, 419; 1886.) 
 
 The proposition was expressed in the prevailing opin- 
 ion in Warren v. Pirn (66 N. J. Eq. 353; 1904), as fol- 
 lows: "Any arrangement that permanently separates 
 the voting power from stock ownership nullifies, to the 
 extent of the stock involved, the annual submission of 
 the question of the management of the company to 
 the stockholders. Where, as here, the arrangement in- 
 cludes a majority of the stock, and extends for a period 
 of fifty years, it renders all annual elections in the 
 meantime a hollow form." The trust in this case was 
 possibly void for indefiniteness and uncertainty, and 
 
106 THE LAW OF 
 
 presumably might have been held voidable as broader 
 than the consents on which it was based. The opinions 
 in the case comprise quite as elaborate a discussion of 
 voting trusts as can be found and naturally led to some 
 expressions which many courts would consider too sweep- 
 ing. Thus it was said that the agreement was "not a 
 putting of the shares in trust; it is a putting of false 
 evidence of share ownership into the hands of the trus- 
 tees." It was also suggested that the trust, not being 
 coupled with any interest in the stock, was invalid, and 
 that, there being no duty enforceable upon the trus- 
 tees, it was a dry trust; although it had earlier been 
 suggested by Justice Holmes (supra): "It might be held 
 that the duty of voting incident to the legal title made 
 such a trust an active one in all cases." Furthermore, 
 Justice Pitney considered the particular trust void even 
 if the ultimate purpose were beneficial to the company. 
 "In our law the end does not justify the means." In 
 Railway Co. v. State (49 Oh. St. 668; 1892), the court 
 turned aside to remark, rather loosely, that if the agree- 
 ment had vested the stock in trustees "with the power 
 of voting it as their interest may dictate, irrespective 
 of the wishes or direction of the owners," it would have 
 been void as in conflict with the policy of the corpora- 
 tion law of Ohio. 
 
 The voting trusjt for a period of fifteen years in 
 Bridgers v. First National Bank (152 N. C. 293; 1910), 
 was overthrown on the bald ground of public policy, 
 although the court admitted that in exceptional cases 
 some good might be accomplished by such agreements. 
 
VOTING TRUSTS 107 
 
 "Yet, in our opinion, the general effect is vicious and 
 in contravention of a sound public policy." The 
 court's insistence on the ground of public policy was 
 perhaps induced by its failure to substantiate the other 
 and more technical grounds for the result it reached. 
 It appears that in this case the reason for the creation 
 of the voting trust was that there was danger of the 
 bank falling under the control of one man, that appre- 
 hension of this had already led to some loss both of 
 public confidence and of deposits, and that the stock- 
 holders were aroused to some action to prevent such 
 danger becoming a fact. Under such circumstances, if 
 under any, it would seem that a court might incline to 
 use public policy, or public interest, as a reason for up- 
 holding such a trust. 
 
 So far as such violation of public policy is concerned, 
 the courts of North Carolina occupy an unique position, 
 supported in a degree by some of the decisions in New 
 Jersey, but the great majority of courts which have con- 
 sidered the matter recognize that no. orthodox rule of 
 public policy is violated by the typical voting trust 
 agreement. 
 
 Any review of opinions on this branch of the subject 
 must necessarily verge on the field of mere dicta, chiefly 
 for the reason that the type of public policy invoked is 
 rather indefinite and is based on no clearly recognized 
 principle of law. As stated by one author: "Some new 
 class must be invented, and some new definition of 
 public policy be found, before such a voting trust can 
 be said to fall within any of the recognized rules which 
 
108 THE LAW OF 
 
 avoid a contract as being against public policy" (Pur- 
 dy's Beach, Corporations, sec. 704b). And, from another 
 point of view, as stated by Justice Swayze, in Warren 
 v. Pirn (66 N. J. Eq. 353; 1904): "many of the argu- 
 ments urged in favor of the view that voting trusts are 
 contrary to public policy are arguments which would 
 very properly be addressed to the legislature; ..." 
 Naturally, such an agreement would fall if it involved 
 any element which, on generally recognized principles 
 of law, and not applicable peculiarly to voting trusts, 
 would render it unenforceable. 
 
 The specific ground most frequently taken by the 
 courts which hold voting trust agreements to be repug- 
 nant to public policy is that they are illegal because 
 the voting power on stock is separated from the legal 
 ownership. As stated by Greenhood: "Any contract by 
 which the owner of corporate stock deprives himself of 
 the important rights which accrue from such ownership 
 is void" (Public Policy, p. 502). The commentator 
 states as a rule a proposition which cannot be main- 
 tained, and its fallibility is perhaps suggested by the 
 fact that the only case cited in its support is that of 
 Fisher v. Bush (cf. p. 121) ; although sufficient opinions, 
 or dicta, may be cited both for and against the proposi- 
 tion, as, on one hand, Bache v. Central Leather Co. (78 
 N. J. Eq. 484; 1911), in which the court said that a con- 
 tract for the separation of the voting power from the 
 ownership was "a gross violation of the public policy 
 of this state." 
 
 It is to be noted, however, that in the typical voting 
 
VOTING TRUSTS 109 
 
 trust the legal title is vested in the trustees who have 
 also the voting power, and that the so-called equitable 
 owners are merely in the position of beneficiaries of a 
 specific trust and have not, and may not be entitled to, 
 any of the incidents of legal ownership. The objection 
 as usually made thus has little weight. It might have 
 weight in those instances, if in any, in which the voting 
 power of the trustees is subject in some degree to in- 
 structions from their certificate holders, for in those in- 
 stances it might be argued that the legal owners should 
 exercise completely and exclusively the voting power, 
 although the restriction arises from contract and not 
 from any qualification of their legal title. The criticism 
 has not, however, been judicially directed to those in- 
 stances, probably for the reason that the courts are will- 
 ing to attribute as many rights as possible to the cer- 
 tificate holders and therefore do not disapprove any 
 contractual arrangement by which the powers of the 
 certificate holders or "equitable owners" are increased. 
 In brief, the criticism has been expressed in cases to 
 which it is not applicable, and has been overlooked in 
 considering cases to which, if to any, it might be deemed 
 applicable. 
 
 There is, indeed, some superficial inconsistency in vest- 
 ing the legal title in trustees and at the same time per- 
 mitting them to exercise fully the rights incident to 
 legal ownership only through a breach of their trust. 
 This limitation, however, seems to be justifiable on the 
 ground, as already suggested, that there is nothing 
 fundamentally improper in allowing the beneficiaries of 
 
110 THE LAW OF 
 
 the trust some voice in the manner of its administra- 
 tion or in providing by contract that the beneficiaries 
 may to some extent be enabled to instruct their trus- 
 tees. 
 
 It has been suggested (10 Harvard Law Rev. 428) 
 that if a stockholder may sell his rights to prospective 
 dividends, he may quite as legitimately sell the right to 
 vote which is similarly incidental to his stock, although 
 the writer does not there base his approval of voting 
 trusts on any such narrow ground. And Justice Swayze, 
 in Warren v. Pirn (supra), spoke of the right to vote as 
 "a property right and a very valuable right." On the 
 other hand, the sale of a stockholder's right to vote has 
 been treated as analogous to the sale by a citizen of bis 
 right to vote at the polls, and therefore illegal, as in 
 Hafer v. New York, Lake Erie and Western (14 Weekly 
 Law Bull. 68; 1886), and in Sheppard v. Rockingham 
 Power Co. (150 N. C. 776; 1909), but obviously the 
 franchise to vote is distinguishable from a contract 
 right. (Cf., page 113). 
 
 As to the separation of the voting power from the 
 legal ownership, a significant case is that of Elger v. 
 Boyle (126 N. Y. Supp. 946; 1910), in which a testator 
 directed that certain stock held by his testamentary 
 trustees should be voted by them as directed by six 
 persons named in the will. On the pertinent branch of 
 the case Justice Bischoff's opinion is as follows: "I find 
 no force in the contention that the trustees, as holders 
 of the stock, cannot be controlled in their manner of 
 voting. The power to vote stock incidental to owner- 
 
VOTING TRUSTS 111 
 
 ship of the stock itself may not be taken from the holder 
 in invitum; but he may certainly qualify his ownership 
 by his own consent that another may vote for him, as 
 in the familiar instance of a vote by proxy, or may ac- 
 cept the ownership with a condition which involves this 
 consent, as here. These trustees become possessed of 
 the stock, not as their own asset, but solely by virtue 
 of the will and of the conditions which the will imposed. 
 One condition involved their consent to a restriction of 
 their voting power, and no rule of law or of public 
 policy is offended by giving effect to that consent." 
 
 On the other hand, where a will directed that one of 
 three executors should vote on certain stock and that 
 the other executors should give him a proxy, which they 
 refused to give, the vote of the single executor was re- 
 jected, as the legal title was in the three and a proxy to 
 one of the three could not be created by will. "The 
 right of voting stock is inseparable from the right of 
 ownership. The one follows as a sequence from the 
 other, and the right to vote cannot be separated from 
 the ownership, without the consent of the legal owner" 
 (Tunis v. Hestonville, etc., R. R. Co., 149 Pa. 70; 1892). 
 
 The separation of the voting power from the owner- 
 ship of stock is perhaps deemed improper from a too 
 high regard for the early history of corporations. The 
 king's grant of a corporate charter was to his "trusty 
 and well beloved" grantees, but the personal importance 
 of the proprietors, perhaps even then somewhat ficti- 
 tious, has no counterpart to-day in the relation to a sec- 
 retary of state of the modern incorporators. The 
 
112 THE LAW OF 
 
 "trusty and well beloved" were supposed to vote in 
 person, if at all; and only gradually were they enabled 
 temporarily to grant the voting power to others as the 
 proxy was imposed on the common law. The extension 
 of the statutory recognition of the proxy has been fol- 
 lowed by its quite universal introduction and its actual 
 use in many cases by those having no relation to the 
 stockholder except that created from time to time by 
 the proxy. Under such circumstances the voting power 
 is often even more blindly alienated than is possible 
 under the terms of a voting trust. 
 
 In passing on the accuracy of the proposition that 
 there may be a separation of voting power from the 
 ownership of stock, attention should be called to the 
 practice of denying, for instance, to one class of stock 
 any voting rights, a provision "which does not concern 
 the public and does not violate any rule of the common 
 law or any rule of public policy" (People v. Koenig, 
 133 App. Div. N. Y. 756; 1909), as well as the many 
 instances in which corporations have also legally issued 
 stock deprived conditionally of voting power, and those 
 instances in which the voting power has been tempo- 
 rarily taken from outstanding stock, as at the time of the 
 dissolution of the so-called "powder trust." 
 
 Even assuming that the legal title to the stock remains 
 in the original owners, an assumption which can be main- 
 tained only with some difficulty, nevertheless there is 
 ample authority for the proposition that stockholders may 
 transfer their voting powers to others by a contract en- 
 during for a longer period than might a statutory proxy. 
 
VOTING TRUSTS 113 
 
 Whether a practice or an agreement is in conflict with 
 public policy is doubtless to be determined by tests 
 which may vary from time to time. Subject to such 
 fluctuating tests must be considered, for instance, the 
 proposition that only the real owner of stock, or his 
 proxy, should vote upon it. Doubtless in the early 
 history of corporations the implied agreement was under- 
 stood to be that each stockholder should vote person- 
 ally if at all, while voting by proxy was not recognized 
 as a common law right and only later was introduced 
 gradually by special provisions. 
 
 While one may not sell one's proxy (e. g., N. Y., Gen. 
 Corp. Law, sec. 23; Penal Law, sec. 668), there is no illegal- 
 ity in one's selling or disposing of one's stock, subject to its 
 reacquisition on certain conditions, and permitting the 
 vendee, assignee or holder as legal owner in the meantime 
 to vote on the stock. If to permit this infringes public 
 policy, it is questionable whether the practice is not so 
 general, in one form or another, as really to evidence a 
 change in public policy, and to require some qualifica- 
 tion of decisions which have purported to express the 
 public policy of an earlier period. 
 
 Bankers and brokers are to-day the record owners of 
 large amounts of stock, holding them either assigned in 
 blank or not, the equitable title to which, either free or 
 encumbered, rests in their clients or customers who per- 
 mit the stock to be voted by those having its temporary 
 possession and standing for convenience in their names 
 as such record owners. In fact, it is probably true that 
 at the stockholders' meetings of many large corporations 
 
114 THE LAW OF 
 
 much stock is thus improperly voted, according to the 
 earlier tests. Yet it is difficult to define the public 
 policy, if any, which is by this fact alone violated. 
 There is no duty unfulfilled, for there is no obligation 
 to vote. There is no duty improperly performed, for if 
 the unregistered equitable owner attempted to vote his 
 offer would under normal circumstances be declined. 
 A stockholder cannot compel other stockholders to vote, 
 if they do not choose to do so; and he cannot require a 
 change- in the registration in others' certificates to con- 
 form to what he believes to be the fact as to equitable 
 ownership. And as regards the corporation, its registry 
 of stockholders is ordinarily conclusive as to the identity 
 of the owner of the stock. 
 
 A case in point arises from the common procedure of 
 closing the transfer books of a corporation for a certain 
 number of days prior to a stockholders' meeting, with 
 the practical result that stockholders of record may 
 vote at a stockholders' meeting who may have ceased 
 to be actual stockholders by selling their stock prior to 
 the meeting and after the closing of the transfer books. 
 The effect of this practice, embodied in statute in a few 
 states, was emphasized in the case of Bache v. Central 
 Leather Co. (78 N. J. Eq. 484; 1911), by the fact that the 
 complainants owned stock, purchased after the books 
 closed, on which of course they were unable to vote and 
 which was in fact probably voted against them. 
 
 In connection with the same subject, attention may 
 be called to the factr that in the past, as now, large 
 blocks of American stocks were so held abroad that the 
 
VOTING TRUSTS 115 
 
 voting power was separated from what some would 
 probably call the legal ownership. Thus, of large Amer- 
 ican issues earlier held in England, it was at one time 
 estimated that probably less than five per cent, were 
 registered in the names of the actual owners. As some 
 of these stocks did not then pay dividends, it simply 
 amounted at that time to an abandonment of the right 
 to vote, the successive purchasers not troubling to have 
 the stock properly transferred on the books of the 
 companies. Later, as some of these stocks began to 
 pay dividends, the obvious desirability of sending the 
 certificates to this country for registration occasioned 
 much inconvenience. In addition to this circumstance, 
 it had even then been customary to send such American 
 stocks abroad principally in ten share certificates, 
 which, once endorsed in blank, were transferred repeat- 
 edly by delivery; but this practice was abandoned in 
 England as the result of a holding that such certificates 
 were not negotiable instruments {e.g., London & County 
 Banking Co. v. London & River Plate Bank, 20 Q. B. D. 
 232; 1887). 
 
 These two factors seem to have led to the adoption 
 by the English of the practice, already known in Hol- 
 land, by which large blocks of stock were registered in 
 the name of some "administration," association or 
 trust, which in turn issued its certificates (either of its 
 own stock or of beneficial interest in the particular 
 securities held by it) in smaller denominations and 
 these latter served the purpose of local trading (c/., e. g., 
 4 Rlwy. & Corp. L. J. 47; 5 ibid. 290). The individuals 
 
116 THE LAW OF 
 
 whose money was invested in these American securities 
 had no power of voting on the stock itself, and often had 
 not even the power of stockholders in a "holding" 
 company. It may be chiefly for reasons of practical 
 convenience that this system has continued to prevail, 
 and yet, with such complete separation of voting power 
 from the equitable interest, it is quite as obnoxious to 
 the earlier "public policy" as any voting trust. Cer- 
 tain it is, in any event, that stock in large amounts and 
 on frequent occasions has been voted by those who, al- 
 though owners of record, have had no real interest in 
 the stock itself, and in some instances have served 
 merely as agents for the collection of dividends. 
 
 Likewise, for instance, a large amount of stock of an 
 American corporation once stood in the name of a 
 domestic trust company, against which stock the trust 
 company issued its certificates of interest, for one share 
 each, for distribution abroad. Mention should also be 
 made of the unique arrangement in the voting trust of 
 the Oregon Railroad and Navigation Company (Au- 
 gust 19, 1896), by which the so-called equitable owner 
 of the stock might be removed a further degree from 
 the legal title. Under this agreement substantially all 
 the stock was held by the Central Trust Company of 
 New York, which issued the usual stock trust certifi- 
 cates. Then, as it was anticipated that these trust cer- 
 tificates would in some measure be held by residents of 
 Massachusetts and Germany, it was provided that 
 the owners might deposit their trust certificates with 
 either the Old Colony Trust Company of Boston or the 
 
VOTING TRUSTS 117 
 
 Deutsche Treuhand-Gesellschaft of Berlin, and receive 
 in return a trust certificate from one of these concerns, 
 entitling the depositor to receive on its surrender, not 
 a certificate of stock, but a corresponding trust certifi- 
 cate in the form issued by the Central Trust Company. 
 
 These instances have not been deemed to offend the 
 public policy of the time, but have rather emphasized 
 the fact that in this regard the public policy of the law 
 may well be determined by the course of actual busi- 
 ness requirements. In brief, however, it is to be borne 
 in mind that in the typical voting trust there arises no 
 question of any separation of voting power from owner- 
 ship for the simple reason that the legal title to the 
 stock is in the trustees, who have been recognized, for 
 instance, as the "absolute owners of the stock." 
 
 Reference has already been made to the statutes of New 
 York and Maryland permitting voting trusts, which are a 
 .conclusive answer to the argument that a voting trust is 
 contrary to public policy. At the same time such statutes 
 tend to regulate the use of a voting trust by two important 
 requirements. A duplicate of every voting trust agree- 
 ment must be filed in the corporation's principal office, 
 where any stockholder may inspect it; and, secondly, any 
 stockholder not a party to the agreement, as already 
 pointed out, may subject his stock to such agreement and 
 participate in it practically as if an original depositor. 
 There is thus prevented an "inside" voting trust, and 
 there is also avoided, as far as stockholders are concerned, 
 a secret voting trust. As a matter of fact, it is now quite 
 rare that a secret voting trust is created, even outside of 
 
118 THE LAW OF 
 
 the states mentioned, while it is usually deemed of no 
 particular advantage to attempt to exclude any stock- 
 holders from joining in a voting trust if they care to do so. 
 Although the importance of these two features of the 
 statutes is not to be underestimated, yet most bankers 
 would certainly be disposed to comply with their object 
 even without the compulsion of law. 
 
 The fundamental importance of the statutes lies in the 
 definite recognition of the propriety of voting trusts. One 
 question, however, left open by the statute, arises from its 
 apparent ambiguity in stating that stockholders may enter 
 into a voting trust agreement "for a time not exceeding 
 five years," a provision which by some seems to have 
 been interpreted as reading that stockholders may not 
 enter into such an agreement for a time exceeding five 
 years. The practical result has been that most voting 
 trusts, drawn with the provision in view, have been either 
 absolutely for a term not to exceed five years or for a term 
 of five years and an additional indefinite period usually 
 terminable upon the happening of some specified con- 
 tingency. The latter and broader interpretation of the 
 statute would seem reasonable if any weight is to be given 
 to the statute of 1885 (c/., page 62) as indicating the 
 legislative policy of New York in this respect. 
 
 The complete text of the New York statute on the 
 subject (Laws of 1901, chap. 355; followed in Maryland, 
 Laws of 1908, chap. 240) is as follows : 
 
 "A stockholder may, by agreement in writing, transfer 
 his stock to any person or persons for the purpose of vest- 
 ing in him or them the right to vote thereon for a time not 
 
VOTING TRUSTS 119 
 
 exceeding five years upon terms and conditions stated, 
 pursuant to which such person or persons shall act; every 
 other stockholder, upon his request therefor, may, by a 
 like agreement in writing, also transfer his stock to the 
 same person or persons and thereupon may participate 
 in the terms, conditions and privileges of such agreement; 
 the certificates of stock so transferred shall be surrendered 
 and cancelled and certificates therefor issued to such 
 transferee or transferees in which it shall appear that they 
 are issued pursuant to such agreement and in the entry 
 of such transferee or transferees as owners of such stock 
 in the proper books of said corporation that fact shall also 
 be noted and thereupon he or they may vote upon the 
 stock so transferred during the time in such agreement 
 specified; a duplicate of every such agreement shall be 
 filed in the office of the corporation where its principal 
 business is transacted and be open to the inspection of 
 any stockholder, daily, during business hours" (Gen. 
 Corp. Law, sec. 25). 
 
 Courts have held voting trusts to be void, or have 
 refused to enforce rights asserted under them, as they 
 have done in the case of ordinary contracts, when the 
 object or the consideration of the agreement has been 
 illegal. This result has been reached for a variety of 
 reasons. 
 
 Thus in Cone v. Russell (48 N. J. Eq. 208; 1891), 
 one of the parties secured proxy rights for a period of 
 five years in all, which would give him control of the 
 stock, for the consideration that he would cause such a 
 board of directors to be elected as would employ one of 
 
120 THE LAW OF 
 
 the parties to the contract as manager for five years at 
 a stipulated salary. If the object had been a proper one, 
 and in any sense directed toward the advantage of the 
 corporation or of its stockholders at large, the court 
 would doubtless have approved the arrangement, as it 
 recognized that "'the propriety of the object validates 
 the means." So, a pool of a majority interest in stock, 
 for the purpose of insuring among the parties an agreed 
 division of the places on the board, was held void and 
 against public policy; and the court consistently de- 
 clined to aid the plaintiff in enforcing rights alleged to 
 have been violated by a breach of the agreement 
 (Bridgers v. Staton, 150 N. C. 776-; 1909). However, 
 where the plaintiffs owned the entire stock of a corpora- 
 tion and sold a controlling interest to the defendants, 
 a contract by which the parties agreed that the plain- 
 tiffs should retain their offices and salaries for five years 
 was upheld, the court considering that the purchase 
 price might practically be paid in part by this method, 
 particularly as the holders of the entire stock were 
 parties to the agreement and "no one else could com- 
 plain" (Katzler v. Bensinger, 214 111. 589; 1905). 
 
 So, one stockholder may not sell his stock coupled 
 with an agreement that the vendee be appointed to a 
 certain office with a stated salary (Fennessy v. Ross, 
 5 App." Div. N. Y. 342; 1896; Guernsey v. Cook, 120 
 Mass. 501 ; 1876) ; nor may the holders of a majority of the 
 stock agree in bad faith to control the board and raise their 
 .own salaries (Snow v. Church, 13 App. Div. N. Y. 108; 
 ,1897). The same result was reached where the princi- 
 
VOTING TRUSTS 121 
 
 pal object was to secure the control of a corporation, 
 and while a contract for the purchase of stock for such 
 a purpose may not be necessarily void, yet the court 
 doubted whether "sound public policy" demanded that 
 it should aid the parties to such a contract by a degree 
 of specific performance {Gage v. Fisher, 5 N. D. 297; 
 1895). 
 
 Illegality involving a restraint of trade was the basis 
 of condemning the agreement in the Genesee Valley 
 Canal Railroad Company {Fisher v. Bush, 35 Hun, 641 ; 
 1885), which was held to be "not such and so limited 
 as to time and place as not to be condemned as against 
 public policy." The agreement was also held void be- 
 cause not based on a real and special consideration, 
 and also because of the "pernicious and unlawful pro- 
 vision" by which the parties agreed to vote in person 
 and not by proxy. Had the technical details been ade- 
 quately provided for, it would seem that the agreement 
 might have been upheld, as its express purpose was to pre- 
 vent a sale of the company's franchise by a majority of the 
 directors who represented only a minority of the stock. 
 The element of restraint of trade may naturally figure 
 also in those voting trusts whose effect is to subject one 
 corporation to the control of another, as in the Cin- 
 cinnati, Hamilton and Dayton cases, and also in such 
 trusts as that of the Standard Oil, and this element 
 alone might render probable the overthrow of such a 
 trust. Thus, in Hafer v. New York, Lake Erie and 
 Western (14 Weekly Law Bull. 68; 1886) the fundamental 
 objection was raised that the trust had the effect of 
 
122 THE LAW OF 
 
 putting the company into the control of the Erie, which 
 was alleged to be beyond the legal power of the Erie, 
 and that the stockholders improperly attempted "to 
 confer their rights to vote upon the directors of an- 
 other company." 
 
 So also, if the trust agreement is interpreted as 
 creating an illegal restraint on the power of alienation 
 it will not be enforced. Thus where the stock was 
 absolutely tied up although only for six months, it was 
 held that the agreement, "if not void as being contrary 
 to the statute, is certainly unenforceable as against 
 public policy" (Williams v. Montgomery, 68 Hun, N. Y. 
 416; 1893). The court continued: "Persons cannot 
 agree to surrender the control and ownership of prop- 
 erty belonging to them for a definite period, and enforce 
 such an agreement in any court of justice." A similar 
 result was reached in Sullivan v. Williams (69 App. Div. 
 N. Y. 221; 1902), where the possible duration of absolute 
 inalienability was fifteen years. But the decision in 
 Williams v. Montgomery was later modified (148 N. Y. 
 519; 1896), and under the facts it was found that there was 
 no unlawful suspension, and the rule on the subject was 
 there quite clearly stated. In the case of Moses v. Scott 
 (84 Ala. 608; 1887), the stock had been subjected to a 
 three-year trust, each party also giving to the other par- 
 ties a refusal on the stock. One of the parties sold his 
 stock, and the vendee sought to vote on it. The other 
 parties sought an injunction restraining the vendee from 
 voting, but the court held that it would not aid the enforce- 
 ment of the contract, as it was a "palpable restraint on the 
 
VOTING TRUSTS 123 
 
 alienation of property," although the court admitted that 
 there was nothing per se illegal in the arrangement since 
 it was possibly not so binding as to prevent a with- 
 drawal of deposited stock; in other words, it was treated 
 really as a case like those decided on the theory of a 
 revocable proxy. 
 
 The stock trust of 1877 as to the Pittsburg and 
 Lake Erie Railroad, being expressed in terms to give 
 the trustees a perpetual control of the voting power, was 
 held by the court to be against public policy as depriving 
 the owner of his voting rights; the court assuring the 
 result desired by the plaintiff by holding that, if the 
 position stated was wrong, the agreement at most con- 
 stituted only a revocable proxy (Vanderbilt v. Bennett, 
 2 Rlwy. & Corp. L. J. 409; 1887). The case naturally 
 afforded a better basis of attack on the ground of ef- 
 fecting a perpetual restraint on the power of alienation. 
 The voting trust in the Wisconsin Central Company 
 was submitted to a high authority on perpetuities and 
 held to be free from objections on the ground of re- 
 moteness (Purdy's Beach, Corporations, 1905 ed., 
 p. 1039). 
 
 Restraint on competition (Clarke v. Central R. R. & B. 
 Co., 50 Fed. 338; 1892) and an agreement for secret profits 
 (Shepaug Voting Trust Cases, 60 Conn. 553; 1890), have 
 also been advanced as reasons for not upholding a voting 
 trust. 
 
 And so indefiniteness of duration was an insuperable 
 objection in Morel v. Hoge (130 Ga. 625; 1908), the 
 agreement in which, between two groups of stockholders, 
 
124 THE LAW OF 
 
 gave to one group owning exactly one-half of the stock 
 the right to name indefinitely a majority of the board. 
 The contract was held to be against public policy, and 
 as one of the group in power sold some of the stock, 
 the agreement was thereafter held bad because it was 
 designed indefinitely to deprive the owners of a majority 
 of the stock from controlling the corporation. Indef- 
 initeness, not of duration but of the material terms of 
 the trust, was apparently a sufficient reason, if others 
 had not been advanced, for setting aside the trust in 
 Warren v. Pirn (supra). 
 
 Perhaps the most elusive objection to the enforceabil- 
 ity of voting trusts is that which rests on the theory that 
 such a trust is nothing more than a collective proxy, and 
 revocable as is any proxy. If this theory were correct, 
 the many statutes limiting the effective duration of a 
 proxy would also operate to render totally ineffective a 
 voting trust, for while less than half the states prescribe 
 a limit for the life of a proxy yet that limit varies from 
 seven years to as short a period as thirty days. Those 
 who suggest an analogy between a proxy and a voting 
 trust agreement ignore certain fundamental differences 
 between them. The usual proxy merely establishes a 
 relation of principal and agent terminable by the prin- 
 cipal at will either through revocation or through sale 
 of his stock. The voting trust agreement vests in the 
 trustees an interest in the stock which the original owner 
 obviously is unable to nullify by any sale of stock and 
 which he cannot otherwise cancel except through an 
 attempted breach of contract. The holder of a proxy 
 
VOTING TRUSTS 125 
 
 has no control over the stock itself, while the voting 
 trustees have the possession of the stock as well as the 
 legal title to it. The proxy creates a relation of a 
 temporary character under a restrictive statutory au- 
 thority; the voting trust is created without the need of 
 statutory license and confers not a revocable authority 
 upon an agent but a qualified title upon a transferee of 
 property. 
 
 To permit the disruption of a voting trust on the 
 ground that it constitutes only a revocable power has 
 been readily possible in those instances in which the 
 agreement has been held to constitute a "dry" trust 
 (e. g., Commonwealth v. Roydhouse, 233 Pa. 234; 1911); 
 and in some cases in which the agreement has been 
 sustained it has, nevertheless, been held that the agree- 
 ment was revocable to the extent that any depositor 
 might withdraw his stock (Woodruff v. Dubuque and 
 Sioux City R. R. Co., 19 Abb. N. C. 437; 1887; Moses v. 
 Scott, 84 Ala. 608; 1887). In the usual case, however, 
 this theory is not to be deemed properly available for 
 the purpose of overthrowing such a trust. 
 
 The "active" feature of the trust may be emphasized, 
 and the element of legal consideration adequately 
 founded, by showing that the trust is for the benefit 
 of others as well as of the depositing stockholders. 
 Thus, in one instance, the company planned to issue 
 $10,000,000 bonds and the trust agreement recited that 
 "to induce bankers to purchase said bonds it is found 
 necessary for the protection of their interests that a 
 majority of the capital stock of the company be de- 
 
126 THE LAW OF 
 
 posited with the voting trustees for a period of five 
 years; . . ." (Philadelphia Rapid Transit Co.; cf. page 16). 
 
 And so, if such course be found necessary in order to 
 secure a loan, the stockholders may "vest the manage- 
 ment of the corporation in hands satisfactory to the 
 lenders and for a term commensurate with the loan," 
 without violating public policy, as intimated by Justice 
 Swayze in Warren v. Pirn (66 N. J. Eq. 353; 1904). 
 
 It has been said that the "only purpose regarded as 
 lawful by the courts is the protection of the security of 
 the hen holders" (36 Amer. Law Rev. 222). The 
 absence of this element was not the reason for the con- 
 demnation of the trust in any of the cases cited by the 
 writer, and it may well be questioned whether to-day 
 the courts would insist on this narrow doctrine in order 
 to uphold a trust as "active." This detail was, however, 
 adverted to in the litigation over the Philadelphia and 
 Reading trust of 1887, the court stating that the voting 
 trustees represented "not only the shareholders, but 
 also the other creditors" (Shelmerdine v. Welsh, 7 
 Rlwy. & Corp. L. J. 87; 1890), and it is obvious that 
 many voting trusts have been created primarily in the 
 interest of security holders. In the early trusts the 
 trustees, to be sure, did little else than vote for directors, 
 and the terms of the trust were correspondingly brief 
 and indeed incomplete; so that in not a few instances the 
 arrangement might well have been held to constitute 
 technically an inactive trust. Reorganization agree- 
 ments now usually set forth the facts of the situation 
 plainly enough to indicate that the proposed trust is 
 
VOTING TRUSTS 127 
 
 such as to be an "active" trust, although these details 
 are often inadvertently omitted from the recitals of the 
 trust agreement itself. As a matter of fact the trust is 
 frequently for the benefit of security holders, whether 
 technically so expressed or not, and as well is generally 
 for the benefit of all stockholders; and there should 
 seldom be any difficulty in so framing the agreement as 
 to obviate any objection on the ground that it creates 
 merely a "dry" trust. 
 
 Another objection has been at times raised with 
 respect to the insufficiency of consideration underlying 
 the agreement. The mutual promises of the depositors 
 have been held by some not to constitute an effective 
 consideration, while others, probably with more technical 
 accuracy, have held such to be a valid form of con- 
 sideration. In any event, while this question is one of 
 the general law of contracts and not peculiar to the law 
 of voting trusts, it is quite common to find in a voting 
 trust agreement some consideration, either express or 
 implied, other than the mutual promises of the de- 
 positors or their concurrent action in actually transfer- 
 ring their stock. 
 
 The legality of voting trusts of stock of corporations 
 organized under general corporation laws may well be 
 questioned if their terms contravene the principles 
 already suggested, although if the attack is based on the 
 more indefinite ground of public policy some security 
 may be gained by including, and having accepted by the 
 authorities, appropriate provisions in the company's 
 certificate of incorporation, as in the cases of the New 
 
128 THE LAW OF 
 
 York, Lake Erie and Western and the Consumers' Gas 
 Trust (cf. pages 60, 61). The example might also be 
 followed of the Distillers Securities Corporation, the 
 charter of which provided: "The holders of all or any 
 part of the shares of the capital stock of the corporation 
 shall have the right from time to time at their discretion 
 to create and form a voting trust." Such a provision 
 might effectively estop any stockholder from opposing a 
 voting trust, unless indeed the trust agreement were 
 voidable on specific grounds other than the mere crea- 
 tion of such a trust. The detail is not without signif- 
 icance, as in White v. Thomas Inflatable Tire Co. (52 
 N. J. Eq. 178; 1893), the absence from the certificate of 
 incorporation and by-laws of any reference to the pre- 
 liminary agreement for a trust was apparently a reason 
 for holding that the terms of the trust were not binding 
 on those who had later without notice of it purchased 
 shares of stock. Likewise, in the case of corporations 
 created by special legislative acts any discussion of 
 legality may well be limited if not altogether avoided. 
 Thus in the instance of the Southern Railway the Act of 
 the Virginia legislature (February 20, 1894) authorizing 
 the organization of a corporation by the purchasers of 
 the mortgaged property of the Richmond and Danville 
 Railroad Company, provided that the stock of the new 
 corporation should have "such preferences, conditions 
 and voting power as shall be provided in said plan of 
 organization. ..." A subsequent Act of the legisla- 
 ture (January 23, 1900) specifically recognized the 
 existence of the voting trust, mentioned the voting 
 
VOTING TRUSTS 129 
 
 trustees by name, and authorized certain action by 
 them in connection with a reduction of the company's 
 common stock. 
 
 The court, when discussing the public policy of 
 Virginia in the case of Carnegie Trust Co. v. Security 
 Life Ins. Co. (Ill Va. 1; 1910), although it upheld the 
 trust then under discussion, apparently was unaware of 
 the action taken by the Virginia legislature on this 
 subject in connection with the formation of the Southern 
 Railway. 
 
 If a voting trust should be so formed as not to include 
 the entire issue of stock, the inference is of course per- 
 missible that the trustees will act only for their bene- 
 ficiaries and that they may, consequently, act not in the 
 interest of other stockholders and so not for the common 
 interest of all. Thus a trust presumably for the benefit 
 of all the stockholders, but from which certain stock- 
 holders are excluded, may be subject to criticism. The 
 trust agreement should not be in such terms as to be for 
 the benefit of certain stockholders to the exclusion of 
 others {Kreissl v. Distilling Co., 61 N. J. Eq. 5; 1900). 
 Such an objection, that a voting trust of less than the 
 entire outstanding stock may produce results prejudicial 
 to the holders of the minority interest, has been met, 
 voluntarily or otherwise, in the later voting trust agree- 
 ments by the specific provision that any stockholder 
 might subject his shares to the trust. But it may be ob- ] 
 served that fair criticism cannot be directed to the mere 
 existence of a voting trust, so much as to the improper j 
 use of powers conferred by it. Often, also, as already sug- 1 
 
130 THE LAW OF 
 
 gested, the minority holders not participating in a voting 
 trust are in no worse position than are minorities in cor- 
 porations all of whose stock is held directly by the stock- 
 holders. 
 
 The early opposition to voting trusts on the part both 
 of courts and of writers has in fact gradually been 
 modified. In attacking trusts resort has been had to 
 details which were not typical and which were obviously 
 open to criticism, while the frequent creation of such 
 trusts even at the present time indicates at least the 
 rather prevalent belief of the bar in their propriety and 
 also the widespread confidence of business men in their 
 efficacy. The changed point of view was reflected by 
 the court in Carnegie Trust Co. v. Security Life Ins. Co. 
 (Ill Va. 1; 1910), as follows: "In considering the cases, 
 however, and the text writers who have commented 
 upon them, it is impossible not to be impressed with the 
 change of opinion which has taken place with respect to 
 the true nature of such contracts. In the early stages of 
 the development of this idea there was a strong senti- 
 ment against them which found expression in the 
 opinions of judges and in the not always temperate 
 language of distinguished commentators upon the law; 
 but experience has demonstrated their usefulness, and 
 the hostility evinced toward them has by degrees 
 
 Decisions adverse to voting trusts have frequently, 
 and naturally, been cited as authorities for broader 
 propositions than they really represent. Thus, White v. 
 Thomas Inflatable Tire Co. (52 N. J. Eq. 178; 1893) 
 
VOTING TRUSTS 131 
 
 represented a quite abnormal form of voting trust. Of 
 the authorized capital of 100,000 shares, 83,000 shares 
 were issued and were, except qualifying shares, sub- 
 jected to the trust agreement. The arrangement was 
 that Thomas, who had turned in 55,000 shares, should 
 have the right to nominate one less than a majority of 
 the board, while the other parties, who turned in 28,000 
 shares, should have the right to nominate a majority of 
 the board. Subsequently, the plaintiff Bidwell bought 
 from Thomas trust certificates representing 53,000 
 shares, and yet did not secure the control of the board 
 under the agreement, although the material terms of the 
 agreement did not appear either in the certificate of 
 incorporation or by-laws or stock certificates of the com- 
 pany or in the form of the trust certificates. Thomas 
 claimed that he still retained the right to nominate a 
 minority of the board, but this claim was not upheld, as 
 it was assumed that the trust certificates were negotiable 
 and that the plaintiff had succeeded to the rights of 
 Thomas; and accordingly the trustees were enjoined 
 from voting as directed by Thomas. Furthermore, the 
 company had sold the 17,000 shares in the treasury to 
 the plaintiffs, Bidwell taking 16,995 of these shares, and 
 (the directors at this time being apparently the same as 
 those who had joined in the trust agreement) it was 
 held that the issue of this stock effected an abandon- 
 ment, by those participating in the issue, of any rights 
 under the trust agreement; and also, this stock having 
 been purchased without notice of the trust, that the 
 purchasers were entitled to assume that all the stock 
 
132 THE LAW OF 
 
 stood on the same basis and that a majority of the stock 
 was entitled to elect the board of directors. Had those 
 affected been simply the original parties to the agree- 
 ment the court saw "no difficulty in holding such con- 
 tract valid and its enforcement proper and practicable. 
 I see nothing in it contrary to public policy." But as 
 soon as the rights of third parties, not affected with 
 notice of the extraordinary agreement, intervened 
 (c/. Gray v. Bloomington & Normal Ry. Co., 120 111. 
 App. 159; 1905), the legal situation was materially 
 altered, and the court naturally did not, and probably 
 could not, look with favor on an agreement which was 
 directed to conferring on certain stockholders, and per- 
 haps secretly, rights which were to be improperly with- 
 held from other stockholders. 
 
 So, cases upholding voting trusts have been cited 
 rather too broadly than the facts have been warranted. 
 Thus, in the case of Chapman v. Bates (60 N. J. Eq. 17; 
 1900) the collective proxies and powers of attorney were 
 not really upheld because the instruments constituted a 
 valid voting trust but on the theory that as the defend- 
 ants had advanced funds for the benefit of the company 
 and otherwise changed their position in reliance on the 
 powers of attorney, it would have been inequitable to 
 set aside the proxies without restoring the defendants 
 to their original position. It is also to be noted that the 
 proxies were all to expire January 1, 1902, and that the 
 plaintiff's proxy was signed July 6, 1899, and thus was 
 within the statute permitting proxies for a period of 
 three years. The proxy was also obviously "in the 
 
VOTING TRUSTS 133 
 
 nature of a power coupled with an interest," as in 
 Smith v. S. F. & N. P. Ry. Co. (115 Cal. 584; 1897) and 
 so not subject to revocation at will. 
 
 Allusion may be made to a few decisions on collateral 
 points, as the discretionary power of voting trustees 
 (Haines v. Kinderhook & Hudson Ry. Co., 33 App. Div., 
 N. Y., 154; 1898); the liability of trust certificates to a 
 transfer tax (United States Radiator Co. v. State, 151 
 App. Div., N. Y., 367; 1912; Boribright v. State, New 
 York Board of Claims, July 2, 1914; Opinion of Attor- 
 ney General of New York, re Hudson & Manhattan 
 R. R. Co., March 4, 1913); the liability of trust cer- 
 tificates to tax as evidence of indebtedness (Common- 
 wealth v. Union Traction Co., 192 Pa. 507; 1899); the 
 analogy, with respect to the rights of pledgees, of trust 
 certificates to stock certificates (Union Trust Co. of 
 Rochester v. Oberg, 108 N. E. 809; N. Y., 1915); and 
 the impropriety of asking the bankruptcy court to 
 compel dissenting creditors of a bankrupt corporation to 
 accept voting trust certificates in a new corporation (In 
 re Northampton Portland Cement Co., 185 Fed. 542; 1911). 
 
 The cases referred to will serve as a guide to the 
 literature of the subject, and further comment upon 
 them is unnecessary for the present purpose, which is 
 chiefly a statement of the principal questions raised by 
 controversies over voting trusts. To this end a minute 
 discussion of the various details involved in the tech- 
 nical arguments is not necessary and, except for those 
 actually engaged in litigation on the subject, may not be 
 desirable. 
 
134 THE LAW OF 
 
 Details of procedure in litigation also need not be 
 particularly considered, although it may be noted that 
 trust agreements have been attacked both by holders of 
 trust certificates and by holders of stock certificates; by 
 the former usually on the theory that for some reason 
 their contract is revocable or voidable, and by the latter 
 on the theory that the trust agreement effects an illegal 
 impairment of the rights of non-assenting stockholders. 
 Or the plaintiff, as it has happened, may be the holder 
 both of stock certificates and of trust certificates. 
 
 The documents printed in the following pages will 
 serve to illustrate portions of the foregoing discussion, 
 and will also suggest certain details on which extended 
 comment is unnecessary. They are not, however, at- 
 tached as examples to be followed under other condi- 
 tions, for the reason that few instruments of such special 
 character can be safely or appropriately adopted in cir- 
 cumstances apparently similar but inherently different. 
 
VOTING TRUSTS 135 
 
 IV 
 FORMS RELATING TO VOTING TRUSTS 
 
 Voting Trust Agreements: page 
 
 Anthony & Scovill Co 136 
 
 Chicago Great Western Railroad Co 138 
 
 Equitable Life Assurance Society 148 
 
 General Motors Co 151 
 
 Voting Trust Certificates: 
 
 Baltimore & Ohio Railroad Co 160 
 
 California Petroleum Corporation 161 
 
 Cincinnati, Hamilton & Dayton Railroad Co 163 
 
 International Harvester Co 163 
 
 Mobile & Ohio Railroad Co 165 
 
 New Orleans Terminal Co 165 
 
 Pittsburg & Lake Erie Railroad Co 167 
 
 Pope Manufacturing Co 167 
 
 Standard Oil Co 169 
 
 Extension Agreements: 
 
 Interborough-Metropolitan Co 170 
 
 Southern Railway Co 179 
 
 Documents Incident to Extension: 
 
 Interborough-Metropolitan Co 181 
 
 International Mercantile Marine Co 183 
 
 Southern Railway Co 184 
 
 Termination: 
 
 (a) by limitation: 
 
 Chesapeake & Ohio Railway Co 190 
 
136 FORMS RELATING TO 
 
 PAGE 
 
 Chicago Great Western Railroad Co 191 
 
 International Harvester Co 192 
 
 Kansas City Southern Railway Co 193 
 
 Metropolitan West Side Elevated Railway Co 194 
 
 Toledo, St. Louis & Western Railroad Co 195 
 
 (b) by occurrence of specified event: 
 
 Erie Railroad Co 196 
 
 Reading Co 198 
 
 St. Louis & San Francisco Railroad Co 201 
 
 (c) by discretionary action of trustees: 
 
 Baltimore & Ohio Railroad Co 203 
 
 Bankers Trust Co 204 
 
 Colorado & Southern Railway Co 206 
 
 International Mercantile Marine Co 207 
 
 National Railroad Co. of Mexico 209 
 
 Northern Colorado Power Co 209 
 
 Northern Pacific Railway Co 211 
 
 (d) miscellaneous: 
 
 Colorado Midland Railway Co 213 
 
 Long Island Railroad Co 214 
 
 St. Louis, Iron Mountain & Southern Railway Co 214 
 
 THE ANTHONY AND SCOVILL COMPANY 
 
 Agreement, made the 29th day of November, 1904, between the 
 stockholders of The Anthony & Scovill Company, a corporation 
 organized under the laws of New York, who shall become parties to 
 this agreement by signing the same, hereinafter called the stock- 
 holders, of the first part, and Ruel W. Poor and Walter H. Bennett, 
 hereinafter called the trustees, parties of the second part: 
 
 Whereas the parties of the first part deem it to their interest to 
 act together concerning the management of the Anthony & Scovill 
 Company, of which they are respectively stockholders, and to that 
 
VOTING TRUSTS 137 
 
 end unite the voting power held by them as such stockholders, 
 and to place the same in the hands of the trustees, with full power 
 and discretion to sell said stock for the benefit of said company or 
 of its creditors, as hereinafter provided. 
 
 Now, Therefore, This Agreement, made in consideration of the 
 premises and of the mutual covenants herein contained and of $1.00 
 by each of the parties to the other in hand paid, witnesseth: 
 
 First. — Each party hereto of the first part holding shares of the 
 capital stock of said Anthony & Scovill Company to the number set 
 opposite his name hereto subscribed respectively, hereby severally 
 agrees to deposit the same and the certificates therefor, with suffi- 
 cient transfers thereof, with said trustees, which deposit shall con- 
 tinue for the period of five years from the date hereof, or for such 
 shorter period as said trustees shall determine, as hereinafter pro- 
 vided. Upon making such deposit all shares represented by the 
 stock certificates, so deposited, shall be transferred upon the books 
 of the said company to the names of said trustees, or to the name of 
 any appointee or appointees of said trustees, and the said trustees 
 are hereby fully authorized and empowered to cause such transfers 
 to be made, and also to cause any further transfers of such shares 
 to be made which may become necessary through any change of 
 the persons holding the office of trustee, or by reason of any sale of 
 said stock or any part thereof as hereinafter provided. Until the 
 expiration of said period of five years, the trustees shall possess and 
 be entitled to exercise all rights of every name and nature, including 
 the right to vote, in respect to any and all such shares deposited; 
 and also to receive dividends, if any, upon said stock. 
 
 Second. — From time to time after this agreement shall have taken ef- 
 fect, the trustees may receive deposits of any additional shares of the 
 capital stock of the said company, upon the terms and conditions hereof. 
 
 Third. — Each party hereto of the first part hereby severally agrees 
 that the shares or any part thereof so deposited by him may be sold 
 
138 FORMS RELATING TO 
 
 and transferred at any time in the discretion of the trustees at such 
 price below the par value or otherwise, as they may determine, 
 and either for cash or other valuable consideration, when, in their 
 judgment, the interest of said company or its creditors will be pro- 
 moted. The said trustees and their survivor and successors or suc- 
 cessor, are hereby expressly authorized and empowered to apply 
 the proceeds of sale of said stock or any part thereof, after deduct- 
 ing all their expenses, to the payment of the debts and obligations 
 of the same company, or such of them as they deem proper, or to 
 the purchase of any claims against said company. And after de- 
 ducting any indebtedness to said company of the parties depositing 
 said stock from his share of proceeds, if any, the balance, if any, 
 shall be divided among the stockholders who have become parties 
 hereto, in accordance with their respective interests. 
 
 Fourth. — In voting the stock and in negotiating any sale of said 
 stock so held by them the trustees will exercise their best judgment 
 from time to time, but it is expressly understood and agreed that 
 neither of the trustees incurs any personal liability for any error of 
 law or judgment or for any matter or thing done or omitted under 
 this agreement. 
 
 Fifth. — This agreement may be executed in several counterparts 
 each of which so executed shall be deemed an original, and shall 
 together constitute but one and the same instrument. 
 
 In Witness Whereof the several parties hereto have hereunto set 
 their hands and seals the day and year first above written. 
 
 CHICAGO GREAT WESTERN RAILROAD COMPANY 
 
 This Agreement, made this first day of September, one thousand 
 nine hundred and nine, by and between J. P. Morgan & Co. (here- 
 inafter called "Reorganization Managers"), as Reorganization Man- 
 agers under a certain Plan and Agreement for the reorganization of 
 the Chicago Great Western Railway Company, dated June 1, 1909, 
 
VOTING TRUSTS 139 
 
 parties of the first part, and J. Pierpont Morgan, George F. Baker, 
 and Robert Fleming (hereinafter called "Voting Trustees") parties 
 of the second part; 
 
 WITNESSETH: 
 
 Whereas, Chicago Great Western Railroad Company (hereinafter 
 called the "Company"), being the "new company" referred to in, 
 and contemplated to be organized pursuant to, the above mentioned 
 Plan and Agreement for the reorganization of the Chicago Great 
 Western Railway Company, is a corporation organized under the 
 laws of the State of Illinois, having an authorized capital stock of 
 $96,000,000, of which $50,000,000 (consisting of 500,000 shares each 
 of the par value of $100) shall be preferred stock, and $46,000,000 
 (consisting of 460,000 shares each of the par value of $100) shall be 
 common stock, and has made and executed, or is about to make 
 and execute, a First Mortgage, dated September 1, 1909, to the 
 Standard Trust Company of New York as Trustee, upon its property 
 to secure an issue of First Mortgage Fifty- Year Four Per Cent. Gold 
 Bonds, for an aggregate principal sum not exceeding $75,000,000; and 
 Whereas, Pursuant to a certain contract dated August 20, 1909, 
 between the Company as party of the first part, and F. W. Stevens 
 and George H. Gardiner as joint tenants, parties of the second part, 
 and the Reorganization Managers as parties of the third part, and 
 for the consideration therein stated, the Company is obliged to issue 
 to the nominees of the Reorganization Managers fully paid non- 
 assessable shares of its capital stock in amounts specified in said 
 contract, and in furtherance of said Plan of Reorganization the Re- 
 organization Managers have directed that the said shares of stock 
 be issued to the Voting Trustees; and 
 
 Whereas, Upon the terms of this agreement, the Voting Trustees 
 have received, or are to receive, certificates of such shares, each of 
 the par value of $100, of the capital stock of the Company as fol- 
 lows, viz: 
 
 shares of Preferred Stock, 
 
 shares of Common Stock, 
 
140 FORMS RELATING TO 
 
 which certificates, together with such other certificates of stock in 
 the Company as from time to time hereafter may be delivered to the 
 Voting Trustees hereunder, are to be held and disposed of by the 
 Voting Trustees under and pursuant to the terms of this agreement; 
 all of which certificates of stock are hereinafter generally designated 
 "stock certificates"; 
 
 Now, Therefore, it is Agreed as Follows: 
 
 First. — The Voting Trustees, from time to time, upon request, 
 will cause to be issued in respect of stock certificates of the Company 
 delivered to them as aforesaid, certificates in substantially the fol- 
 lowing form (hereinafter called "stock trust certificates"): 
 No. Shares. 
 
 Chicago Great Western Railroad Company 
 
 Preferred 
 Common 
 
 Stock Trust Certificate 
 
 This Certifies, that, as hereinafter provided, and on surrender 
 hereof, will be entitled, out of certificates 
 
 delivered to the undersigned Voting Trustees under the Agreement 
 hereinafter mentioned, to receive a certificate or certificates for 
 
 shares each of one hundred dollars, of the 
 capital stock of the Chicago Great Western Railroad Company; and, 
 in the meantime, to receive payments equal to the dividends, if any, 
 collected by the Voting Trustees upon a like number of such shares 
 of stock received and held by the Voting Trustees under said agree- 
 ment. No voting right passes by or under this certificate, or by or 
 under any agreement expressed or implied, it being expressly stipu- 
 lated that until the actual transfer of such stock certificates to the 
 registered owners hereof, the Voting Trustees shall possess and shall 
 be entitled in their discretion to exercise, in respect of any and all of 
 such stock, the right to vote thereon for every purpose, and to con- 
 sent to any corporate act of said Company as provided in said 
 agreement; but the Voting Trustees will not vote said stock to au- 
 thorize the creation of any mortgage upon the property acquired 
 
VOTING TRUSTS 141 
 
 under the plan of reorganization mentioned in said Agreement, to 
 secure any bonds or indebtedness other than the First Mortgage 
 Fifty-Year Four Per Cent. Gold Bonds of the Company, described 
 in said Agreement, and will not vote to authorize any increase of its 
 preferred capital stock, except in each instance with the consent of 
 the registered holders of stock trust certificates in respect of a 
 majority in amount of the preferred stock of the Company at the 
 time outstanding. 
 
 This certificate is issued pursuant and subject to an Agreement 
 lodged with the Voting Trustees, dated September 1, 1909, and exe- 
 cuted between J. P. Morgan & Co., as Reorganization Managers, 
 and the undersigned Voting Trustees, defining the rights of the holder 
 hereof, and the duties and liabilities of the Voting Trustees. No 
 stock certificate shall be deliverable hereunder before September 1, 
 1914, unless as hereinafter stated said Agreement shall have been 
 sooner terminated, in which event such stock certificates shall be 
 deliverable as soon as practicable after such termination. At any 
 time, the said Agreement, in the manner provided herein, may be 
 terminated by a majority of the Voting Trustees in their discretion, 
 and shall be terminated upon the written request of registered holders 
 of stock certificates in respect of a majority of all the preferred stock 
 then held by the Voting Trustees and in respect of common stock 
 to an amount sufficient with such majority of such preferred stock 
 to constitute a majority of all the stock (preferred and common) 
 then held by the Voting Trustees. 
 
 This certificate is transferable only on the books of the Voting 
 Trustees or their agents, on surrender thereof, by the registered 
 holder in person or by attorney duly authorized, in accordance with 
 rules established by the Voting Trustees, and, until so transferred, 
 the Voting Trustees may treat the registered holder as the owner 
 of this certificate for all purposes whatsoever. 
 
 This certificate is not valid unless duly signed on behalf of the 
 Voting Trustees by their agents, and also registered by 
 , as Registrar. 
 
142 FORMS RELATING TO 
 
 In Witness Whereof, the Voting Trustees have caused this certifi- 
 cate to be signed by their duly authorized agents, , 
 this day of , 19 
 
 Voting Trustees. 
 by their agents hereunder, 
 Registered: 
 
 Registrar, 
 
 by 
 
 Any and all such stock trust certificates deliverable in respect of 
 stock certificates received by the Voting Trustees pursuant to the 
 aforesaid tripartite contract of August 20, 1909, or otherwise caused 
 to be delivered to them by the Reorganization Managers, shall be 
 issued in the name of such person or persons as from time to time 
 may be designated by the Reorganization Managers. 
 
 The said stock trust certificates shall be transferable only on the 
 books of the Voting Trustees, to be kept by them or their agents, 
 on surrender thereof, by the registered holder in person or by at- 
 torney duly authorized, and in accordance with rules from time to 
 time established for that purpose by the Voting Trustees, and, until 
 so transferred, the Voting Trustees may treat the registered holders 
 as the owners of said stock trust certificates for all purposes what- 
 soever. The transfer books may be closed by the Voting Trustees 
 at any time prior to the holding of meetings, or the payment of 
 dividends, or for any other purpose. 
 
 Second. — This agreement shall terminate in any event on Septem- 
 ber 1, 1914, without notice by or action of the Voting Trustees; and 
 it shall terminate prior to such date forthwith upon delivery to the 
 Agent of the Voting Trustees subscribing the stock trust certificates, 
 of a written request of such termination, executed and proved in 
 the manner set forth in Article Eighth hereof, by registered holders 
 of stock trust certificates in respect of a majority of all the pre- 
 ferred stock then held by the Voting Trustees and in respect of com- 
 mon stock to an amount sufficient with such majority of such pre- 
 
VOTING TRUSTS 143 
 
 ferred stock to constitute a majority of all the stock (preferred and 
 common) then held by such Voting Trustees, all stock trust certif- 
 icates held by or for the benefit of the Company being excluded 
 from the computation. At any time, with the concurrence of the 
 Reorganization Managers, this agreement may be terminated by a 
 majority of the Voting Trustees, in their discretion, after at least 
 sixty days' notice of intention to terminate the same shall have been 
 given, according to the provisions of Article Ninth hereof. On 
 September 1, 1914, or upon the earlier termination of this agreement 
 as above specified, the Voting Trustees, in exchange for, or upon 
 surrender of, any stock trust certificate then outstanding, shall, in 
 accordance with the terms thereof, and out of the stock certificates 
 so received and held by them, deliver stock certificates to the holders 
 of stock trust certificates, and thereupon all liability of the Voting 
 Trustees for delivery of said stock certificates shall terminate; and 
 the Voting Trustees may require the holders of stock trust certif- 
 icates to exchange their certificates for stock certificates accordingly. 
 In case upon or after the termination of this agreement the Voting 
 Trustees shall deposit with an incorporated bank or trust company 
 in good standing having an office in the city of New York, stock 
 certificates so held by them, properly endorsed for transfer in blank, 
 representing the number of shares of the class of stock of the Com- 
 pany called for by the stock trust certificates outstanding, with au- 
 thority in writing to such bank or trust company to deliver the said 
 stock certificates in exchange for stock trust certificates when and as 
 surrendered for exchange as herein provided, then all further liabil- 
 ity of the Voting Trustees, or of any of them, for the delivery of 
 stock certificates in exchange for stock trust certificates shall cease 
 and determine. 
 
 Third. — From time to time hereafter, the Voting Trustees may 
 receive any additional stock certificates of the Company, and, in 
 respect of all such stock certificates so received, will issue and deliver 
 stock trust certificates in form corresponding to those above speci- 
 fied, and entitling the holders to the rights therein and herein provided. 
 
144 FORMS RELATING TO 
 
 All stock trust certificates to be issued under this agreement shall 
 indicate upon the face thereof, whether they are issued in respect of 
 preferred stock certificates or of common stock certificates, and the 
 holders of stock trust certificates in respect of one class of stock cer- 
 tificates shall have no interest in, or claim upon, stock or stock cer- 
 tificates of the other class, nor upon any stock or stock certificates 
 except of the class and to the amount stated in such stock trust 
 certificates respectively. 
 
 In case the Voting Trustees shall receive any stock certificates of 
 the Company issued by way of dividend upon stock certificates held 
 by them under this agreement, the said Voting Trustees shall hold such 
 certificates likewise subject to the terms of this agreement, and shall 
 issue stock trust certificates representing such stock certificates to 
 the respective registered holders of the then outstanding stock trust 
 certificates entitled to such dividend. 
 
 Fourth. — Any Voting Trustee may at any time resign by deliver- 
 ing to the other Voting Trustees in writing his resignation to take 
 effect ten days thereafter. In case of the death or resignation or the 
 inability to act of any Voting Trustee, the vacancy occurring in his 
 office shall be filled by the appointment of a successor or successors 
 to be named by the Reorganization Managers. The term Voting 
 Trustees, as used in this agreement and in said stock trust certifi- 
 cates, shall apply to the parties of the second part and their suc- 
 cessors at any time hereunder. Each Voting Trustee shall be en- 
 titled to compensation from the Company at the rate of $1,000 per 
 annum, beginning from September 1, 1909. 
 
 Fifth. — The Voting Trustees may adopt their own rules of proce- 
 dure. The action of a majority of the Voting Trustees expressed 
 from time to time at a meeting, or by writing with or without a 
 meeting, shall, except as otherwise herein provided, constitute the 
 action of the Voting Trustees and have the same effect as though 
 assented to by all. Any Voting Trustee may vote or may act in 
 person or by proxy, and may be a director or an officer of the Com- 
 
VOTING TRUSTS 145 
 
 pany, and may vote for himself as such. The Voting Trustees may 
 exercise any power or perform any act hereunder by an agent or at- 
 torney appointed in writing. 
 
 Sixth. — The Voting Trustees shall have full power from time to 
 time and at any time to cause the stock certificates to be transferred 
 into their own names or into the names of their nominees; but as- 
 holders of said stock they assume no liability as stockholders, their 
 interest hereunder being that of trustees merely. In voting the 
 stock represented by the stock certificates, the Voting Trustees will 
 exercise their best judgment from time to time to secure the election 
 of suitable directors of the Company, to the end that its business 
 and affairs shall be properly managed, and in voting and in acting 
 on other matters the Voting Trustees will likewise exercise their 
 best judgment; but they assume no responsibility in respect of such 
 management or in respect of any action taken by them or taken in 
 pursuance of their consent thereto, or in pursuance of their vote so 
 cast, and no Voting Trustee shall incur any responsibility, as stock- 
 holder, trustee, or otherwise, by reason of any error of law, or of any 
 matter or thing done or suffered or omitted to be done under this 
 agreement, except for his own individual wilful malfeasance. 
 
 During the continuance of the voting trust the Directors of the 
 Company, if and when permitted by law, shall be elected annually, 
 each for the term of one year; but if for any reason it shall not be 
 practicable to elect the directors annually, each for the term of one 
 year, the Voting Trustees, with the concurrence of the Reorganiza- 
 tion Managers, shall take such steps as in their judgment may be 
 practicable and best adapted to enable the stockholders of the Com- 
 pany to elect the entire Board of Directors of the Company at the 
 annual stockholders' meeting to be held next after the termination of 
 voting trust, or as soon as may be practicable after the termination 
 of the voting trust. 
 
 The Voting Trustees, and their successors, as trustees hereunder, 
 at any and at all times shall be entitled to receive, and from any 
 
146 FORMS RELATING TO 
 
 and all moneys and stock by them received and held hereunder or 
 in connection herewith may retain, indemnity for and against, any 
 and all claims and any and all expenses and liabilities by them in- 
 curred in connection with or growing out of this agreement or their 
 bona fide discharge of their duties hereunder. 
 
 Seventh. — Until the actual transfer of stock certificates in ex- 
 change for stock certificates hereunder, the Voting Trustees possess 
 and shall be entitled in their discretion to exercise, in person or by 
 their nominees, in respect of any and all said stock, the right to vote 
 thereon for every purpose and to consent to any corporate act of 
 said Company, as though absolute owners of said stock, it being ex- 
 pressly stipulated that no voting right passes to others by or under 
 said stock trust certificates, or by or under this agreement, or by 
 or under any agreement, expressed or implied; but the Voting 
 Trustees, however, during the continuance of this agreement, shall 
 not vote said stock to authorize or consent to any mortgage upon 
 the property of the Company acquired under the aforesaid plan of 
 reorganization of the Chicago Great Western Railway Company, to 
 secure any bonds or indebtedness other than the First Mortgage 
 Fifty- Year Four Per Cent. Gold Bonds of the Company described 
 in the preamble to this agreement, and shall not vote to authorize 
 any increase in the amount of the authorized preferred capital stock 
 of the Company, except in each instance with the consent in writing 
 of the registered holders of stock trust certificates calling for a 
 majority in amount of the preferred stock of the Company at the 
 time outstanding. 
 
 Eighth. — For the purposes of this agreement, any consent or re- 
 quest in writing by the holders of stock trust certificates may be in 
 any number of concurrent instruments of similar tenor, and may be 
 executed by the certificate holders in person or by agent or attorney 
 appointed by an instrument in writing. Proof of the execution of 
 any such consent, or of a writing appointing any such agent or at- 
 torney, or of the holding by any person of stock trust certificates 
 
VOTING TRUSTS 147 
 
 issued hereunder, shall be sufficient for any purpose of this agree- 
 ment, and shall be conclusive in favor of the Voting Trustees with 
 regard to any action taken by them under such consent, if made in 
 the following manner, viz.: (a) The fact and the date of the execu- 
 tion by any person of any such consent may be proved by the cer- 
 tificate of any notary public, or other officer, authorized to take, 
 either within or without the State of New York, acknowledgments 
 of deeds to be recorded in any state, certifying that the person 
 signing such consent acknowledged to him the execution thereof; 
 or by the affidavit of a witness to such execution, (b) The amount 
 of stock trust certificates held by any person executing any such 
 consent may be proved by the books of the Voting Trustees. 
 
 Ninth. — All notices to be given to the holders of stock trust cer- 
 tificates hereunder shall be given either by mail to the registered 
 holders of stock trust certificates at the addresses furnished by such 
 holders to the Voting Trustees or to the agents of the Voting Trus- 
 tees, or by publication in two daily papers of general circulation in 
 the City of New York and two daily papers of general circulation 
 in the city of London, twice in each week for two successive weeks; 
 and any call or notice whatsoever, when either mailed or published 
 by the Voting Trustees as herein provided, shall be taken and con- 
 sidered as though personally served on all the holders of said stock 
 trust certificates, and such mailing or publication shall be the 
 only notice required to be given under any provision of this agree- 
 ment. 
 
 Tenth. — The term Company, for the purposes of this agreement, 
 and for all rights thereunder, including the issue and delivery of 
 stock certificates, shall be taken to mean the said corporation or- 
 ganized under the laws of the State of Illinois, or any successor cor- 
 poration or corporations with or into which the same may be con- 
 solidated or merged. 
 
 In Witness Whereof, as of the day and year first hereinabove 
 mentioned, the said J. P. Morgan & Co. have signed this instru- 
 
148 FORMS RELATING TO 
 
 ment, and the Voting Trustees have hereunto set their hands and 
 
 J. P. Morgan & Co., 
 As Reorganization Managers, as above stated. 
 
 Attest: 
 
 J. Pierpont Morgan, (L. S.) 
 George F. Baker, (L. S.) 
 Robert Fleming, (L. S.) 
 
 Voting Trustees. 
 
 EQUITABLE LIFE ASSURANCE SOCIETY 
 
 This Agreement, made this 31st day of December, 1910, between 
 J. Pierpont Morgan, of the first part, and Morgan J. O'Brien, Lewis 
 Cass Ledyard, George W. Perkins, hereinafter called the trustees, of the 
 second part, witnesseth: 
 
 Whereas, an agreement made on the 15th day of June, 1905, wherein 
 five hundred and two (502) shares of the capital stock of the Equitable 
 Life Assurance Society of the United States, a corporation of the State 
 of New York, were transferred to trustees, so as to vest the trustees with 
 a right to vote thereon for the term of five years from the 15th day of 
 June, 1905; and 
 
 Whereas, the rights secured to the trustees by said agreement expired 
 on the 15th day of June, 1910, and the party of the first part is desirous 
 of continuing such trust for the period and upon the terms hereinafter 
 mentioned ; now this agreement witnesseth : 
 
 First. — That the party of the first part hereby transfers to the par- 
 ties of the second part, as trustees aforesaid, five hundred and two (502) 
 shares of the capital stock of the Equitable Life Assurance Society of 
 the United States, for the purpose of vesting in the trustees the right to 
 vote thereon for the term and upon the terms and conditions stated in 
 this agreement. The existing certificate of stock is to be surrendered 
 and canceled and certificates thereof issued to the trustees, in which 
 certificates it shall appear that the same were issued in pursuance to 
 
VOTING TRUSTS 149 
 
 this agreement, and that fact shall also be noted in the entry of the 
 trustees as owners of such stock in the proper books of the society. 
 
 Second. — The trustees are exclusively authorized to exercise the 
 voting power on the stock held under this agreement for the election of 
 directors of the society, and shall, at every annual election of directors 
 of the society, so vote on said stock that out of every thirteen (13) per- 
 sons for whom such vote shall be cast seven (7) shall be policyholders 
 of the society, selected in accordance with the wishes of the policy- 
 holders of the society, expressed as hereinafter provided, and the re- 
 maining six (6) directors shall be selected by the trustees in their 
 uncontrolled discretion, to the end that, of the entire fifty-two (52) 
 directors, twenty-eight (28) shall be policyholders of the society, 
 selected by or on behalf of the policyholders, and twenty-four (24) shall 
 be lawfully eligible persons selected by the trustees in their sole discre- 
 tion. 
 
 The wishes of the policyholders in respect of the directors to be voted 
 for by the trustees shall be expressed in the following manner: In each 
 year, at any time prior to the first day of November, any holder of any 
 policy which shall have been in force for one year or more may send to 
 the trustees, at the Equitable Building, No. 120 Broadway, New York, 
 a. written request, designating policyholders of the society to the number 
 of not more than seven-thirteenths of the number of directors to be 
 elected at the next ensuing annual election of directors, for whose elec- 
 tion as directors such policyholder desires the trustees to vote at such 
 annual election, or requesting the trustees to exercise their discretion 
 on his behalf in the selection of policyholders to act as such directors. 
 
 Third. — In case of vacancies in the board of directors, due to resigna- 
 tion, death, or other cause, the trustees may make recommendations to 
 the directors of the society as to the persons to be elected to fill such va- 
 cancies to the end that the purpose of this agreement may be promptly 
 .and effectually accomplished. 
 
 Fourth. — No vote shall be cast upon said stock for any purpose except 
 
150 FORMS RELATING TO 
 
 with the unanimous approval of the trustees, but the trustees may em- 
 power any one of their number actually to cast their vote. 
 
 Fifth. — Any trustee may at any time resign by delivering to the 
 other trustees his resignation in writing. In case of the death or 
 resignation of any trustee, the vacancy shall forthwith be filled by an 
 appointment made in writing by the remaining trustees. The term 
 "trustees" whenever used herein shall include the parties of the second 
 part, and their successors so appointed. 
 
 Sixth. — The party of the first part shall be entitled to the dividends 
 on the stock deposited by him under this agreement. 
 
 Seventh. — This agreement shall continue in force for five (5) years 
 from the date hereof, subject to be terminated by the party of the first 
 part as hereinafter provided, it being expressly understood and agreed 
 that the party of the first part shall have the right at any time during 
 the term hereinbefore mentioned to revoke this trust by serving upon 
 the parties of the second part therein a notice in writing that he so elects 
 to revoke and terminate the same thirty (30) days after the service of 
 such notice upon the parties of the second part by depositing such 
 notice signed by the party of the first part in the mail addressed to the 
 parties of the second part at the office of the Equitable Life Assurance 
 Society of the United States, No. 120 Broadway, New York City, and 
 this agreement and the trust therein provided for shall at once cease 
 and determine, and all rights of any kind or description thereunder shall 
 cease and be at an end, and the party of the first part shall be entitled to 
 the said stock and to all the rights and powers incidental thereto as if 
 this agreement had not been made. 
 
 Eighth. — Every other stockholder of the society may transfer his 
 stock to the trustees, to be held subject to the provisions of this agree- 
 ment, and thereupon may participate in the terms, conditions and 
 privileges thereof. 
 
VOTING TRUSTS 151 
 
 In Witness Whereof, the parties hereto have set their hands unto five 
 originals hereof the day and year first above written. 
 
 J. Piehpont Morgan, 
 Mobgan J. O'Brien, 
 Lewis Cass Ledtard, 
 Geo. W. Perkins. 
 
 State op New York, County of New York, ss: 
 
 On this 17th day of January, 1911, before me personally eame 
 J. Pierpont Morgan, Morgan J. O'Brien, Lewis Cass Ledyard, and 
 George W. Perkins, to me known and known to me to be the persons 
 described in and who executed the foregoing trust agreement, and they 
 each acknowledged to me that they executed the same. 
 
 [seal.] Livingston Platt, 
 
 Notary Public, New York County. 
 
 GENERAL MOTORS COMPANY 
 
 This Agreement, made in the city of New York, the 1st day of 
 October, 1910, by and between such owners of stock, preferred and 
 common, in General Motors Co. as may become parties to this agree- 
 ment in the manner hereinafter provided (hereinafter termed stock- 
 holders), parties of the first part, and James N. Wallace, Frederick 
 Strauss, James J. Storrow, William C. Durant, and Anthony N. 
 Brady (hereinafter called the voting trustees), parties of the second 
 part, witnesseth as follows: 
 
 Whereas the General Motors Co. has been organized under the 
 laws of the State of New Jersey with an authorized capital stock of 
 $60,000,000 divided into 600,000 shares of $100 each, of which 
 stock to the amount of $20,000,000 is preferred stock, and stock to the 
 amount of $40,000,000 is common stock, and of said preferred stock, 
 stock to the amount of $17,835,400 has been issued, and of said 
 common stock, stock to the amount of $20,374,030 has been issued; 
 and 
 
152 FORMS RELATING TO 
 
 Whereas said General Motors Co. has authorized the issue of its 
 6 per cent, first lien five year sinking fund gold notes to be dated 
 October 1, 1910, to be payable October 1, 1915, to bear interest at 
 the rate of 6 per cent, per annum, payable semi-annually on the first 
 days of April and October in each year and to be secured by a deed 
 of trust to Central Trust Co. of New York, as trustee; and 
 
 Whereas, as additional protection to said notes and to induce the 
 purchase thereof, the stockholders desire, and have agreed, further 
 to secure the payment of said notes by the transfer and delivery to 
 the voting trustees under the terms of this agreement, of the shares 
 held by them of the capital stock of the General Motors Co., the 
 certificate for said shares to be held and disposed of by the voting 
 trustees under and pursuant to the terms and conditions hereof; 
 Now, therefore, in consideration of the premises: 
 
 First. — Any owner of fully paid stock of the General Motors Co., 
 preferred or common, may at any time become a party to this agree- 
 ment by transferring to the voting trustees the stock held by him 
 and delivering to the voting trustees the certificates, expressed to be 
 fully paid, of said stock, duly indorsed in blank or accompanied by 
 proper instruments of assignment and transfer thereof, in blank duly 
 executed, and in either case, properly stamped for transfer and ac- 
 cepting in respect thereof a certificate or certificates issued under 
 this agreement. Such transfer and delivery of stock and acceptance 
 of a certificate issued under this agreement shall have the same force 
 and effect as though such stockholder had in fact subscribed this 
 agreement under seal. 
 
 Second.— The voting trustees do agree with the stockholders, and 
 with each and every holder of certificates issued as hereinafter pro- 
 vided, that, from time to time, upon request, they will cause to be 
 issued to the stockholders, or upon their order, in respect of all 
 stock so transferred to the voting trustees and so by them received 
 from the stockholders, certificates in substantially the following 
 form: 
 
VOTING TRUSTS 153 
 
 (Preferred stock trust certificate.) 
 
 This is to Certify that, as hereinafter provided 
 will be entitled to receive a certificate or certificates, expressed to 
 be fully paid, for shares of $100 each in the preferred 
 
 capital stock of the General Motors Co., and in the meantime to re- 
 ceive payments equal to the cash dividends, if any, collected by the 
 undersigned voting trustees upon a like number of such shares stand- 
 ing in their names. Until after the actual delivery of such certifi- 
 cates, the voting trustees shall possess, in respect of any and all 
 such stock, and shall be entitled to exercise all rights of every name 
 and nature, including the right to vote for every purpose and to 
 consent to any corporate act of said General Motors Co.; it being 
 expressly stipulated that no voting right passes by or under this 
 certificate, or by or under any agreement, expressed or implied. 
 
 This certificate is issued pursuant to, and is subject to the terms 
 and conditions of, a certain agreement dated the 1st day of Octo- 
 ber, 1910, by and between owners of stock, preferred or common, in 
 the General Motors Co., and James N. Wallace, Frederick Strauss, 
 James J. Storrow, William C. Durant, and Anthony N. Brady, 
 voting trustees. 
 
 No stock certificate shall be due or deliverable hereunder before 
 the 1st day of October, 1915, nor until the expiration of such further 
 period, if any, as shall elapse before the General Motors Co. shall have 
 paid all its 6 per cent, first lien five-year sinking fund gold notes at 
 any time issued under its deed of trust dated as of October 1, 1910, 
 made to Central Trust Co. of New York, trustee. The voting trus- 
 tees may, however, make earlier delivery at any time in their abso- 
 lute discretion. 
 
 This certificate is transferable only on the books of the voting 
 trustees by the registered holder, either, in person or by attorney 
 duly authorized, on surrender hereof; and until so transferred, the 
 voting trustees may treat the registered holder as owner hereof for 
 all purposes whatsoever, except that delivery of stock certificates 
 hereunder shall not be made without the surrender hereof. 
 
154 FORMS RELATING TO 
 
 This certificate is not valid unless duly signed on behalf of the 
 undersigned voting trustees by Central Trust Co. of New York, 
 their agent, and also registered by the Columbia Trust Co., as registrar. 
 In Witness Whereof, said voting trustees have caused this certif- 
 icate to be signed by Central Trust Co. of New York, their duly 
 authorized agent for that purpose, this day of , 19 . 
 
 James N. Wallace, 
 Frederick Strauss, 
 James J. Storrow, \ Voting Trustees. 
 William C. Durant, 
 Anthony N. Brady, 
 
 by 
 
 Central Trust Co. of New York, 
 Vice President. 
 Registered this day of , 19 . 
 
 The Columbia Trust Co., 
 Registrar. 
 
 by 
 
 Vice President. 
 
 (Common stock trust certificate.) 
 
 This is to certify that, as hereinafter provided 
 will be entitled to receive a certificate or certificates, expressed to 
 be fully paid, for shares of $100 each, in the common cap- 
 
 ital stock of the General Motors Co., and in the meantime to receive 
 payments equal to the cash dividends, if any, collected by the under- 
 signed voting trustees upon a like number of such shares standing 
 in their names. Until after the actual delivery of such certificates, 
 the voting trustees shall possess, in respect of any and all such 
 stock, and shall be entitled to exercise, all rights of every name and 
 nature, including the right to vote for every purpose and to consent 
 to any corporate act of said General Motors Co.; it being expressly 
 stipulated that no voting right passes by or under this certificate, or 
 by or under any agreement expressed or implied. 
 
 This certificate is issued pursuant to, and is subject to the terms 
 and conditions of, a certain agreement dated the 1st day of October, 
 
VOTING TRUSTS 155 
 
 1910, by and between owners of stock, preferred or common, in the 
 General Motors Co., and James N. Wallace, Frederick Strauss, James 
 J. Storrow, William C. Durant, and Anthony N. Brady, voting trustees. 
 
 No stock certificate shall be due or deliverable hereunder before 
 the 1st day of October, 1915, nor until the expiration of such further 
 period, if any, as shall elapse before the General Motors Co. shall have 
 paid all its 6 per cent, first lien five-year sinking fund gold notes at any 
 time issued under its deed of trust dated as of October 1, 1910, made 
 to Central Trust Co. of New York, trustee. The voting trustees may, 
 however, make earlier delivery at any time in their absolute discretion. 
 
 This certificate is transferable only on the books of the voting 
 trustees by the registered holder, either in person or by attorney 
 duly authorized, on surrender hereof; and until so transferred, the 
 voting trustees may treat the registered holder as owner hereof for 
 all purposes whatsoever, except that delivery of stock certificates 
 hereunder shall not be made without the surrender hereof. 
 
 This certificate is not valid unless duly signed on behalf of the 
 undersigned voting trustees by Central Trust Co. of New York, 
 their agent, and also registered by the Columbia Trust Co. as registrar. 
 
 In Witness Whereof, said voting trustees have caused this certif- 
 icate to be signed by Central Trust Co. of New York, their duly 
 authorized agent for that purpose, this day of , 19 . 
 
 James N. Wallace, 
 Frederick Strauss, 
 James J. Storrow, \ Voting Trustees. 
 William C. Durant, 
 Anthony N. Brady, 
 
 by 
 
 Central Trust Co. of New York, 
 Vice President. 
 Registered this day of , 19 . 
 
 The Columbia Trust Co., 
 Registrar. 
 
 by 
 
 Vice President. 
 
156 FORMS RELATING TO 
 
 TTwVd.— On the 1st day of October, 1915, if the General Motors 
 Co. shall then have paid all its 6 per cent, first lien five-year sinking 
 fund gold notes at any time issued under its deed of trust dated 
 October 1, 1910, made to Central Trust Co. of New York, or, if not, 
 then as soon as all said notes shall have been so paid, or whenever, 
 earlier, the voting trustees shall decide to make such delivery, the 
 voting trustees in exchange for, and upon surrender of, any stock 
 trust certificate then outstanding, will, in accordance with the terms 
 thereof, and on payment, if the voting trustees shall so require, of 
 a sum sufficient to reimburse them for any stamp tax or other 
 governmental charge in connection with such delivery, deliver, at 
 their office or agency in the borough of Manhattan in the city of 
 New York, certificates of stock of the General Motors Co., and may 
 require the holders of stock trust certificates to exchange them for 
 certificates of capital stock. Whenever, pursuant to the foregoing 
 provisions of this article, certificates of capital stock of the General 
 Motors Co. shall become deliverable, or at any time thereafter, the 
 voting trustees may deposit with Central Trust Co. of New York, 
 or other trust company in good standing having an office in the 
 borough of Manhattan in the city of New York, stock certificates, 
 duly indorsed in blank or accompanied by proper instruments of 
 assignment and transfer in blank, duly executed to a par amount, of 
 each class of stock, equal to the amount of stock called for by the 
 outstanding stock trust certificates for such class of stock, with 
 authority to such depositary to make delivery thereof in exchange 
 for stock trust certificates, and thereupon all further obligation or 
 duty of the voting trustees under this agreement shall terminate. 
 
 Fourth. — If, prior to the delivery pursuant to article third of cer- 
 tificates of stock of the General Motors Co. in exchange for stock 
 trust certificates, or the deposit pursuant to article third of stock 
 certificates for the purpose of such delivery, any dividend on the 
 stock of the General Motors Co. of either class, shall be declared 
 and paid or distributed in fully paid stock of said General Motors 
 Co., the respective holders of stock trust certificates calling for 
 
VOTING TRUSTS 157 
 
 stock of the class on which such stock dividend shall be so declared 
 and paid or distributed, shall be entitled to the delivery of proper 
 stock trust certificates issued under this- agreement for stock to the 
 amount received by the voting trustees, as such dividend, upon a 
 like number of such shares standing in the names of the voting 
 trustees. The voting trustees shall not, in any event, be required, 
 in respect of any such dividend in stock, to deliver stock trust cer- 
 tificates calling for a fraction of a share, but may, in lieu thereof, 
 deliver, in respect of fractional interest, scrip in such form as the 
 voting trustees may, in their uncontrolled discretion, determine. 
 
 Fifth. — Any voting trustee may at any time resign by delivering 
 to the other voting trustees at the office of the agent of the voting 
 trustees for the transfer of stock trust certificates in writing his 
 resignation, to take effect 10 days thereafter, and in every case of 
 death, resignation, or the inability of any voting trustee to act, the 
 vacancy so occurring shall be filled by the appointment of a suc- 
 cessor or successors, to be made by a majority of the other voting 
 trustees by a written instrument. The term voting trustees as used 
 herein and in said stock trust certificates shall apply to the parties of 
 the second part and their successors hereunder. Notwithstanding any 
 change in the voting trustees, the voting trustees for the time being 
 may adopt and issue stock trust certificates in the names of the original 
 voting trustees, the parties hereto of the second part. 
 
 Sixth. — The action of a majority of the voting trustees expressed 
 from time to time at a meeting shall, except as otherwise herein 
 stated, constitute the action of the voting trustees and have the 
 same effect as if assented to by all. At any meeting of the voting 
 trustees any voting trustee may vote in person or by proxy to any 
 other voting trustee. The voting trustees may adopt their own 
 rules of procedure. Any voting trustee may act as a director or 
 officer of the General Motors Co., or of any subsidiary or controlled 
 company; and he, or any firm of which he may be a member, or 
 any corporation of which he may be a stockholder, director or officer, 
 
158 FORMS RELATING TO 
 
 may contract with said General Motors Co. or any subsidiary or 
 controlled company, or be or become pecuniarily interested in any 
 matter or transaction to which said General Motors Co. or any sub- 
 sidiary or controlled company may be a party, or in which it may 
 in any way be concerned, as fully as though he were not a voting 
 trustee. 
 
 Seventh. — In voting the stock held by them (which they may do 
 either in person or by proxy to any one of them or to any other 
 person or persons), the voting trustees will exercise their best judg- 
 ment from time to time to select suitable directors, to the end that 
 the affairs of the General Motors Co. shall be properly managed, 
 and, in voting and in acting on other matters which may come be- 
 fore them at any stockholders' meeting, will exercise like judgment; 
 but they assume no responsibility in respect to such management 
 or in respect to any action taken by them or in pursuance of their 
 consent thereto as such stockholders, or pursuant to their votes so 
 cast, and no voting trustee incurs any responsibility by reason of 
 any error of law or of any matter or thing done or omitted under 
 this agreement, except for his own wilful malfeasance. 
 
 Eighth. — The Voting trustees possess, and shall be entitled, in 
 their discretion to exercise, all rights and powers of absolute owners 
 of said stock including the right to vote for every purpose and to 
 consent to any corporate act of said General Motors Co. The voting 
 trustees will not, however, during the pendency of this agreement, 
 vote in respect of the shares of the capital stock of said General 
 Motors Co. held by them, to authorize any increase in the amount 
 of the preferred stock of said General Motors Co. at present au- 
 thorized, viz. : $20,000,000, except with the consent, given at a meet- 
 ing called by the voting trustees for the purpose, of holders of a 
 majority of such part of the trust certificates for each class of stock 
 of said company as shall be represented at such meeting, the holders 
 of each class of trust certificates voting separately and either in 
 person or by proxy; and the voting trustees will not, during the 
 
VOTING TRUSTS 159 
 
 pendency of this agreement, vote in respect of the shares of the 
 stock of said General Motors Co. held by them, to authorize any 
 increase in the amount of the common stock of said General Motors 
 Co. at present authorized, viz. : $40,000,000, except with the consent,, 
 given at a meeting called by the voting trustees for the purpose, of 
 the holders of a majority of such part of the trust certificates for 
 the common stock of said company as shall be represented at such 
 meeting; the holders of such trust certificates voting either in person 
 or by proxy. 
 
 Ninth. — All notices to be given to the holders of trust certificates 
 hereunder shall be inserted in two daily papers of general circula- 
 tion published in the City of New York, and in a daily paper of general 
 circulation published in the City of Boston, Mass., twice in each week 
 for four successive weeks. Any call or notice whatsoever, when so pub- 
 lished by the voting trustees, shall be taken and considered as though 
 personally served on all parties hereto, including the holders of said 
 trust certificates, and upon all parties becoming bound hereby as of 
 the respective dates of insertion thereof, and such publication shall 
 be the only notice required to be given under any provision of this 
 agreement. 
 
 Tenth.— This agreement may be simultaneously executed in several 
 counterparts, each of which, so executed, shall be deemed to be an 
 original; and such counterparts shall together constitute but one 
 and the same instrument. 
 
 In Witness Whereof, the voting trustees, the parties of the second 
 part, have hereunto set their hands and seals in the City of New 
 York the day and year first hereinabove mentioned, and the parties 
 of the first part have transferred and delivered their stock and ac- 
 cepted certificates issued under this agreement. 
 
 James N. Wallace, 
 
 Frederick Strauss, 
 
 James J. Storrow, \ Voting Trustees. 
 
 W. C. DURANT, 
 
 Anthony N. Brady, 
 
160 FORMS RELATING TO 
 
 BALTIMORE AND OHIO RAILROAD COMPANY 
 
 Preferred Stock Trust Certificate 
 
 This is to Certify that on the 1st day of March, 1904, 
 
 will be entitled to receive a certificate or certificates for 
 fully paid shares of $100 each in the preferred capital stock of 
 the Baltimore & Ohio Railroad Co. and in the meantime to receive 
 payments equal to the dividends, if any, collected by the under- 
 signed Voting Trustees upon a like number of such shares standing in 
 their names; and until after the actual delivery of such certificates the 
 Voting Trustees shall possess and be entitled to exercise all rights of 
 every name and nature, including the right to vote in respect of any 
 and all such stock, it being expressly stipulated that no voting right 
 passes by or under this certificate, or by or under any agreement 
 express or implied. 
 
 This certificate is issued under and pursuant to the terms and 
 conditions of a certain agreement dated June 22, 1898, by and be- 
 tween Speyer & Co. and Kuhn, Loeb & Co., of New York, and 
 Speyer Bros., of London, as reorganization managers, and the under- 
 signed Voting Trustees. 
 
 No stock certificate shall be due or deliverable hereunder until 
 the 1st day of March, 1904, but the Voting Trustees, in their dis- 
 cretion, may make earlier delivery. 
 
 This certificate is transferable only on the books of the Voting 
 Trustees by the registered holder, either in person or by attorney duly 
 authorized, according to the rules established for that purpose by 
 the Voting Trustees, and on surrender hereof, and until so trans- 
 ferred, the Voting Trustees, may treat the registered holder as owner 
 hereof for all purposes whatsoever, except that delivery of stock 
 certificates hereunder shall not be made without the surrender hereof. 
 
 This certificate is not valid unless duly signed on behalf of the 
 Voting Trustees by Speyer & Co., as agents, and also registered by 
 the Mercantile Trust Co. of New York, as registrar. 
 
 In Witness Whereof, the said Voting Trustees have caused this 
 
VOTING TRUSTS 
 
 161 
 
 certificate to be signed by Speyer & Co., their duly authorized 
 agents, this day of , 189 . 
 
 William Salomon, 
 
 Abraham Wolff, 
 
 J. Kennedy Tod, \ Voting Trustees. 
 
 Louis Fitzgerald, 
 
 Charles H. Coster, 
 
 by their agents hereunder, 
 Registered this day of , 189 . 
 
 The Mercantile Trust Co., 
 Registrar. 
 by 
 
 CALIFORNIA PETROLEUM CORPORATION 
 
 No 
 
 Shares. 
 
 Incorporated under the Laws of the State of Virginia 
 Common Stock Trust Certificate 
 
 This is to Certify that as hereinafter provided, on surrender 
 hereof and upon payment if the Voting Trustees shall so require of 
 a sum sufficient to reimburse them for any stamp tax or other 
 governmental charge in connection with such delivery, 
 
 will be entitled to receive a certificate or certificates 
 expressed to be fully paid for shares of the par value of 
 
 $100 each, in the Common Capital Stock of the California Petroleum 
 Corporation; and, in the meantime, to receive payments equal to 
 the dividends, if any, collected by the undersigned Depositary upon 
 a like number of such shares standing in its name as agent of the 
 Voting Trustees, such dividends, if received by the Depositary in 
 stock of said Corporation, to be payable in trust certificates. 
 
 This certificate is issued pursuant to, and is subject to the terms 
 and conditions of, a certain Agreement lodged with the Depositary, 
 dated October 1, 1912, between owners of common stock in Cali- 
 fornia Petroleum Corporation, and the undersigned Voting Trustees 
 and Depositary. No stock certificate shall be due or deliverable 
 
162 FORMS RELATING TO 
 
 hereunder before October 1, 1917, unless the Voting Trustees, in 
 their unrestricted discretion, shall determine to authorize such de- 
 livery prior to said date as in said Agreement provided. Until the 
 actual transfer of such stock certificates to the registered owner 
 hereof, the Voting Trustees, singly or collectively as in said Agree- 
 ment provided, shall possess and be entitled in their discretion to 
 exercise, in respect of any and all such stock, through the Depositary, 
 all rights of every name and nature including the right to vote 
 thereon for every purpose and to consent to any corporate act of 
 said corporation as provided in said Agreement, it being expressly 
 stipulated that no voting right passes by or under this certificate, 
 or by or under any agreement express or implied. 
 
 This certificate is transferable at the office of the Depositary for the 
 time being under said Agreement, on surrender hereof by the registered 
 holder in person or by attorney duly authorized, in accordance with the 
 rules from time to time established by the Voting Trustees, and, until so 
 transferred, the Voting Trustees and the Depositary may treat the regis- 
 tered holder as the owner of this certificate for all purposes whatsoever. 
 This certificate is not valid unless signed on behalf of the Voting 
 Trustees by the Depositary for the time being under said Agree- 
 ment as their agent, and also registered by the Registrar for the 
 time being under said Agreement. 
 
 In Witness Whereof, the said Voting Trustees have caused this 
 certificate to be signed on their behalf by the Depositary, their duly 
 .authorized agent for that purpose, this day of , 19 . 
 
 E. L. Dohent, 
 
 G. G. Henry, • Voting Trustees. 
 C. A. Canfield, 
 
 by their agent, 
 Columbia-Knickerbocker Trust Company, 
 
 Depositary. 
 by 
 Registered this , 19. . . 
 
 United States Mortgage and Trust Company, 
 
 Registrar. 
 by 
 
VOTING TRUSTS 163 
 
 THE CINCINNATI, HAMILTON AND DAYTON RAILROAD 
 
 COMPANY 
 
 Trust Certificate 
 
 This is to certify that and assigns 
 
 entitled to shares of one hundred dollars each of the 
 
 beneficial interest in the capital stock of the Cincinnati, Hamilton and 
 Dayton Railroad Company, certificates of which are issued to Hugh J. 
 Jewett, Casimir L. Werk, and A. S. Winslow, as trustees, under and in 
 pursuance of a certain trust agreement made in the year 1886, between 
 certain stockholders of said company and the said Hugh J. Jewett, 
 Casimir L. Werk and A. S. Winslow, as trustees under said agreement. 
 
 The holder of this certificate is entitled to the beneficial rights and 
 interest provided in and by the said trust agreement, including a 
 proportionate share of all dividends declared and paid on the stock of 
 the Cincinnati, Hamilton & Dayton Railroad Company, held in trust 
 as aforesaid. 
 
 In Witness Whereof, the said trustees have caused this certificate to 
 be signed by one of said trustees, and countersigned by their secretary, 
 at Cincinnati, this day of a. d. 18 . 
 
 INTERNATIONAL HARVESTER COMPANY 
 
 JVo Shares. 
 
 Stock Trust Certificate 
 
 This certifies, that, as hereinafter provided, 
 -will be entitled to receive a certificate or certificates for 
 fully paid shares of one hundred dollars each, of the capital stock of the 
 International Harvester Company, and, in the meantime, to receive 
 payments equal to the dividends, if any, collected by the undersigned 
 Voting Trustees upon a like number of such shares standing in their 
 names; such dividends, if received by the Voting Trustees in stock of 
 said Company, to be payable in stock trust certificates. Until the 
 actual delivery of such stock certificates, the Voting Trustees shall 
 possess, in respect of any and all of such stock, and shall be entitled, in 
 
164 FORMS RELATING TO 
 
 their discretion, to exercise, all rights and powers of absolute owners of 
 said stock, including the right to vote for every purpose and to consent 
 to any corporate act of said Company; it being expressly stipulated that 
 no voting right passes by or under this certificate, or by or under any 
 agreement expressed or implied. 
 
 This certificate is issued pursuant to, and the rights of the holder are 
 subject to, and limited by, the terms and conditions of a certain agree- 
 ment, dated the thirteenth day of August, 1902, by and between 
 William C. Lane and the undersigned Voting Trustees. 
 
 Stock certificates shall be due and deliverable in exchange for stock 
 trust certificates on, but not before, August 1, 1912, unless a majority 
 of the Voting Trustees elect, as they may, to terminate said agreement 
 after August 1, 1907, upon not less than ninety days' notice. 
 
 This certificate is transferable only on the books of the Voting 
 Trustees by the registered holder thereof, either in person or by attorney 
 duly authorized according to rules established for that purpose by the 
 Voting Trustees, and on surrender. hereof ; and, until so transferred, the 
 Voting Trustees may treat the registered holder as owner hereof for all 
 purposes whatsoever, except that they shall not be required to deliver 
 stock certificates hereunder without surrender hereof. 
 
 This certificate is not valid unless duly signed on behalf of the 
 undersigned Voting Trustees by , their agents, 
 
 and also registered by , as Registrar. 
 
 In Witness Whereof, the undersigned Voting Trustees have caused 
 
 this certificate to be signed by their duly authorized agents, 
 
 , this day of , one thousand nine hun- 
 
 dred and 
 
 by 
 
 by 
 
 Registered this day of , 19 
 
 by 
 
 Voting Trustees 
 Their Agents. 
 President. 
 Registrar. 
 Secretary. 
 
VOTING TRUSTS 165 
 
 MOBILE AND OHIO RAILROAD COMPANY 
 
 Be it known that entitled to 
 
 shares of the capital stock of the Mobile & Ohio Railroad Company, 
 One Hundred Dollars per share having been paid on the same, said 
 shares being transferable on the books of the company only by the 
 above named in person or by attorney upon 
 
 the surrender of this certificate and subject to the power of attorney 
 herein referred to. 
 
 It is understood and declared that the ownership by the said 
 and his assigns of the said shares of stock 
 
 entitles them to all the rights and privileges which pertain to the 
 ownership of the said shares, including the right to such dividends 
 and profits as shall be ascertained and declared upon the capital 
 stock of the said company, saving and excepting that such ownership 
 is subject to a power and authority heretofore granted by the owner 
 of said shares to the Farmers' Loan & Trust Company in trust for 
 the benefit and security of the preferred Income and Sinking Fund 
 Debentures issued by said Railroad Company, by virtue of which 
 power and authority the said Farmers' Loan & Trust Company is 
 and its successors will be entitled, in person or by proxy, to vote 
 upon the said shares of stock at all meetings of the stockholders of 
 the said Company which may be hereafter for any purpose convened 
 during the continuance of said trust, and so to vote in the name of 
 either the present or future holders of said shares, or in the name of 
 the said Farmers' Loan & Trust Company, or its successors or proxies. 
 
 In Witness Whereof, the signature of the president and the counter 
 signature of the secretary and the seal of said company are herewith 
 affixed this day of , 18 . 
 
 NEW ORLEANS TERMINAL COMPANY 
 
 Stock Trust Certificate 
 
 No Shares. 
 
 This is to certify that is entitled to the 
 
166 FORMS RELATING TO 
 
 rights, privileges and benefits set forth in a certain voting trust 
 agreement between Southern Railway Company and St. Louis and 
 San Francisco Railroad Company, parties of the first part, and the 
 Standard Trust Company of New York, party of the second part, 
 dated December 31, 1903, in respect of shares of the capital stock 
 of New Orleans Terminal Company; which shares have been 
 transferred to and are now held by the undersigned as Trustee 
 under, pursuant to and as provided in said voting trust agree- 
 ment. 
 
 This certificate is issued in accordance with the provisions of said 
 voting trust agreement and is subject to the provisions, terms and 
 conditions thereof. 
 
 The interest in said shares of the capital stock of the New Orleans 
 Terminal Company, evidenced by said voting trust agreement and 
 by this certificate, is transferable only, subject to the conditions, 
 stipulations and contingent forfeiture set forth in said voting trust 
 agreement, upon the books of the undersigned Trustee at its office 
 in the City of New York, by the registered holder of this certificate, 
 in person or by attorney, upon the surrender of this certificate prop- 
 erly endorsed. 
 
 In Witness Whereof, The Standard Trust Company of New York 
 has caused these presents to be signed by its President or Vice Presi- 
 dent, and its corporate seal to be hereto affixed and to be attested 
 by its Secretary, or Assistant Secretary, this day of , 
 
 A. D. 19 . 
 
 The Standard Trust Company of New York, 
 
 Trustee. 
 
 (L. S.) by... 
 
 President. 
 Attest: 
 
 Secretary. 
 
VOTING TRUSTS 167 
 
 PITTSBURGH AND LAKE ERIE RAILROAD COMPANY 
 
 Shares $50. Each Special Stock. 
 
 This certificate entitles 
 
 to 
 
 of the capital stock 
 The Pittsburgh & Lake Erie R. R. Co. standing in the name 
 of the Trustees, in whom is vested the perpetual power of voting 
 the same, as per agreement of 20th October, 1877; transferable on 
 the special stock book of said company, in person or by attorney, 
 on surrender of this certificate. 
 
 In Witness Whereof, the said trustees, by their duly appointed 
 agent, have hereto set their hands and seals, this day of 
 
 , 18 . 
 
 Pittsburgh. 
 
 .(L. S.) (L. S.) 
 
 .(L. S.) (L. S.) 
 
 .(L. S.) (L. S.) 
 
 POPE MANUFACTURING COMPANY 
 
 No Shares. 
 
 Five per cent. Second Preferred Stock (Cumulative after February 1, 
 1905) Trust Certificate. 
 The Central Trust Company of New York having received upon 
 deposit and in trust from George F. Crane, F. S. Smithers and 
 Albert A. Pope, voting trustees, certificates representing one hundred 
 thousand (100,000) shares of the second preferred stock of the Pope 
 Manufacturing Company of the par value of one hundred dollars 
 ($100) each, and under the provisions of the agreement dated the 
 
168 FORMS RELATING TO 
 
 fifteenth day of May, 1903, between William A. Read, Frederic P. 
 Olcott, George F. Crane, Colgate Hoyt and F. S. Smithers, a com- 
 mittee, and George F. Crane, F. S. Smithers and Albert A. Pope, 
 voting trustees, to which agreement the holders hereof assent by 
 accepting this certificate, hereby certifies that 
 
 is entitled to an undivided equitable interest in said deposited 
 shares equivalent to shares of said second preferred stock 
 
 of the Pope Manufacturing Company, without, however, the right 
 to vote upon any of said shares, which right, as well as all other rights 
 appertaining to said shares, except such as in and by said agreement 
 expressly provided are vested exclusively in and are to be exercised 
 by the voting trustees named in said agreement and their successors. 
 
 The owner of this certificate will be entitled to receive payments 
 equal to the dividends, if any, collected by the voting trustees upon 
 the like number of shares and paid over to this company. 
 
 The powers of the voting trustees with respect to the shares of 
 stock of the Pope Manufacturing Company held in trust, as afore- 
 said, will continue for the period of five (5) years from the first day 
 of February, 1903, unless sooner terminated by them as provided 
 in the said agreement. 
 
 The voting trustees shall not consent that any mortgage be put 
 upon the property of the Pope Manufacturing Company or any 
 part thereof, or that the amount of the first preferred or second pre- 
 ferred stock be increased except with the consent of the holders of 
 three-fourths in amount of first preferred stock trust certificates, 
 or that the amount of second preferred stock be increased except 
 with the consent of the holders of two-thirds in amount of the second 
 preferred stock trust certificates and two-thirds in amount of the 
 common stock trust certificates, to be given in the manner pre- 
 scribed in and by said agreement. 
 
 Upon the termination of the trust upon which the said shares of 
 stock are deposited, the holder hereof will be entitled to receive from 
 this company upon surrender of this certificate shares of the 
 
 second preferred capital stock of said Pope Manufacturing Company. 
 
VOTING TRUSTS 169 
 
 The interest in said shares of stock represented by this certificate 
 is assignable only by transfer upon the books kept by this company 
 for that purpose by the holder hereof in person or by proxy upon 
 surrender of this certificate properly assigned. 
 
 This certificate is issued pursuant to and is subject to the terms 
 and conditions of said agreement of May 15, 1903, by and between 
 the said committee and the said voting trustees. This certificate is 
 not valid unless duly signed by an officer of this company and also 
 registered by , as registrar. 
 
 Dated New York, , 19 . 
 
 Central Trust Company of New Yore, 
 
 by Vice President. 
 
 Secretary. 
 
 Registered this day of , 19 . 
 
 .Registrar. 
 
 STANDARD OIL TRUST 
 
 Shares $100 each. 
 Number Shares. 
 
 This is to Certify that is entitled to 
 
 shares in the equity to the property held by the trustees 
 of the Standard Oil Trust, transferable only on the books of said 
 trustees on surrender of this certificate. This certificate is issued 
 upon condition that the holder or any transferee thereof shall be 
 subject to all the provisions of the agreement creating said trust and 
 the by-laws adopted in pursuance of said agreement as fully as if he 
 had signed the said trust agreement. 
 
 Witness the hands of the president, secretary and treasurer of the 
 board of trustees this day of A. D., 188 , at 
 
 the city of New York. 
 
 President 
 
 Treasurer. 
 
 Secretary. 
 
170 FORMS RELATING TO 
 
 INTERBOROUGH-METROPOLITAN COMPANY 
 
 An Agreement, made in the City of New York this sixth day of 
 February, 1911, between all the holders of voting trust certificates 
 and of the preferred stock of Interborough-Metropolitan Company 
 who shall become parties to this agreement by signing the same, 
 parties of the first part, and August Belmont, Edward J. Berwind, 
 Andrew Freedman, Theodore P. Shohts and Cornelius Vanderbilt 
 (hereinafter called the Voting Trustees) parties of the second part. 
 
 Whereas, the Interborough-Metropolitan Company (hereinafter 
 called the Company) is a corporation organized under the laws of the 
 State of New York, with a capital stock of $155,000,000, divided 
 into shares of S100 each, of which $55,000,000 is preferred stock and 
 $100,000,000 is common stock, and 
 
 Whereas, pursuant to an agreement dated the sixth day of March, 
 1906, by and between Edward J. Berwind and others, a Committee, and 
 August Belmont and others, as Voting Trustees, the Committee caused 
 to be transferred to the Voting Trustees for the purpose of vesting in 
 the Voting Trustees the right to vote thereon for the term and upon the 
 terms and conditions stated in said agreement, certain shares of the 
 stock of the said Company which said agreement also provided that 
 every other stockholder might transfer his stock in the Company to the 
 Voting Trustees and thereupon participate in the said agreement, and 
 
 Whereas, said agreement also provided that 
 
 "If, on or before the sixth day of March, 1911, the Voting Trustees 
 shall consider a continuance of the same management and control 
 essential to the welfare of the Company, and shall file a certificate 
 to that effect with the agent of the Voting Trustees, the holders of 
 voting trust certificates issued hereunder agree to use their best ef- 
 forts to effect a renewal of this agreement for such period, not ex- 
 ceeding five years from said sixth day of March, 1911, as the Voting 
 Trustees may designate; and, in the event of such renewal, certif- 
 icates of stock in the Company shall be deliverable only at the 
 expiration of the period of such renewal." 
 
VOTING TRUSTS 171 
 
 And Whereas, The Voting Trustees have filed their certificate 
 therein provided, and have designated for the renewal of the voting 
 trust the period of five years from and after the sixth day of March, 
 1911, and have requested the holders of voting trust certificates to 
 use their best efforts to effect such renewal, 
 
 And Whereas, the parties of the first part deem it to their inter- 
 est to act together, concerning the management of Interborough- 
 Metropolitan Company of which they are respectively stockholders 
 and holders of said voting trust certificates and to that end to unite 
 the voting power held by them as such stockholders and to place 
 the same in the hands of the voting trustees for the further period 
 of five years as hereinafter provided, 
 
 Now Therefore, this agreement made in consideration of the 
 premises, of the mutual covenants herein contained and of one 
 dollar by each of the parties to the others in hand paid, Witnesseth 
 as follows: 
 
 First. — Each party hereto of the first part, holding Voting Trust 
 Certificates of Interborough-Metropolitan Company heretofore is- 
 sued by the Voting Trustees or shares of Preferred Stock, to the 
 number set opposite his, her or its name as hereunto subscribed re- 
 spectively, hereby severally agrees with the parties of the second 
 part, the said Voting Trustees, that for the period of five years from 
 and after March 6, 1911, the said Voting Trust shall continue in 
 full force and effect and subject to the same terms and conditions 
 as provided in the original agreement creating said Voting Trust, 
 dated March 6, 1911, and during the said period, unless sooner 
 terminated as therein provided, the said Voting Trustees shall retain 
 possession of the certificates for the shares of the stock heretofore 
 issued to the Voting Trustees, and represented by the Voting Trust 
 certificates held by the parties of the first part together with the 
 shares of Preferred Stock delivered by the parties of the first part 
 to the Voting Trustees. 
 
172 FORMS RELATING TO 
 
 Second. — Every other stockholder may transfer his stock either 
 common or preferred in the Company to the Voting Trustees and 
 thereupon may participate in the terms, conditions and privileges 
 hereof, and the Voting Trustees, in respect of all shares of stock so 
 transferred to them, will issue and deliver certificates similar to those 
 hereinafter mentioned, entitling the holders thereof to the rights 
 therein specified. 
 
 Third. — The Voting Trustees agree with each and every holder of 
 voting trust certificates issued as hereinafter provided, that, from 
 time to time, upon request, they will cause to be issued, in respect 
 of stock of the Company received by them, certificates in substan- 
 tially the following form: 
 
 (Form of Common Stock Voting Trust Certificate) 
 
 INTERBOROUGH-METROPOLITAN COMPANY 
 
 No. Shares. 
 
 Common Stock Voting Trust Certificate 
 
 This Certifies, that, on March 6, 1916, 
 will be entitled to receive a certificate or certificates, expressed to 
 be fully paid, for shares of one hundred dollars each, 
 
 in the common stock of the Interborough-Metropolitan Company, 
 and, in the meantime, to receive payments equal to the dividends, 
 if any, collected by the undersigned Voting Trustees upon a like 
 number of such shares standing in their names. Until the actual 
 delivery of such stock certificates, the Voting Trustees shall possess, 
 in respect of any and all of such stock, and shall be entitled, in their 
 discretion, to exercise, all rights and powers of absolute owners of 
 said stock, including the right to vote for every purpose and to 
 consent to any corporate act of said Company except as expressly 
 limited in the agreement in pursuance of which this certificate is is- 
 sued; it being expressly stipulated that no voting right passes by or un- 
 der this certificate, or by or under any agreement expressed or implied. 
 
 This certificate is issued pursuant to, and the rights of the holder 
 
VOTING TRUSTS 173 
 
 are subject to, and limited by, the terms and conditions of a cer- 
 tain agreement dated the sixth day of February, 1911, between 
 certain holders of voting trust certificates and of the preferred stock 
 and the undersigned voting trustees, filed with said Company. 
 
 No stock certificate shall be due or deliverable hereunder before 
 the sixth day of March, 1916, but the Voting Trustees may in their 
 uncontrolled discretion make earlier delivery thereof. 
 
 This certificate is transferable only on the books of the Voting 
 Trustees by the registered holder hereof, either in person or by 
 attorney duly authorized, according to rules established for that 
 purpose by the Voting Trustees, and on surrender hereof; until so 
 transferred, the Voting Trustees may treat the registered holder as 
 owner hereof for all purposes whatsoever; but they shall not be re- 
 quired to deliver stock certificates hereunder without surrender hereof. 
 This certificate is not valid unless duly signed on behalf of the 
 undersigned Voting Trustees by August Belmont and Company, 
 their agent, and also registered by Guaranty Trust Company of 
 New York, as Registrar. 
 
 In Witness WItereof, the undersigned Voting Trustees have caused 
 this certificate to be signed by August Belmont and Company, their 
 duly authorized agent, this day of , one thou- 
 
 sand nine hundred and 
 
 August Belmont, 
 Edward J. Berwind, 
 Andrew Freedman, 
 Theodore P. Shonts, 
 Cornelius Vanderbilt, 
 Voting Trustees. 
 
 by 
 
 Their Agent. 
 
 Registered 
 
 Guaranty Trust Company of New York, 
 
 Registrar. 
 
 by 
 
 Ass't Secretary. 
 
174 FORMS RELATING TO 
 
 (Form of Preferred Stock Voting Trust Certificate.) 
 
 INTERBOROUGH-METROPOLITAN COMPANY 
 
 No. Shares. 
 
 Preferred Stock Voting Trust Certificate 
 
 This Certifies, that, on March 6, 1916, 
 will be entitled to receive a certificate or certificates, expressed to 
 be fully paid, for shares of one hundred dollars each, in 
 
 the preferred stock of the Interborough-Metropolitan Company, 
 and, in the meantime, to receive payments equal to the dividends, 
 if any, collected by the undersigned Voting Trustees upon a like 
 number of such shares standing in their names. Until the actual 
 delivery of such stock certificates, the Voting Trustees shall possess, 
 in respect of any and all of such stock, and shall be entitled, in 
 their discretion, to exercise, all rights and powers of absolute owners 
 of said stock, including the right to vote for every purpose and to 
 consent to any corporate act of said Company except as expressly 
 limited in the agreement in pursuance of which this certificate is issued, 
 it being expressly stipulated that no voting right passes by or under 
 this certificate, or by or under any agreement expressed or implied. 
 
 This certificate is issued pursuant to, and the rights of the holder 
 are subject to and limited by, the terms and conditions of a certain 
 agreement dated the sixth day of February, 1911, between certain 
 holders of voting trust certificates and of the preferred stock and the 
 undersigned voting trustees, filed with said Company. 
 
 No stock certificate shall be due or deliverable hereunder before 
 the sixth day of March, 1916, but the Voting Trustees may, in their 
 uncontrolled discretion, make earlier delivery thereof. 
 
 This certificate is transferable only on the books of the Voting 
 Trustees by the registered holder hereof, either in person or by at- 
 torney duly authorized, according to rules established for that pur- 
 pose by the Voting Trustees, and on surrender hereof; until so trans- 
 ferred, the Voting Trustees may treat the registered holder as owner 
 hereof for all purposes whatsoever, but they shall not be required to 
 deliver stock certificates hereunder without surrender hereof. 
 
VOTING TRUSTS 
 
 175 
 
 This certificate is not valid unless duly signed on behalf of the 
 undersigned Voting Trustees by August Belmont and Company, 
 their agent, and also registered by Guaranty Trust Company of 
 New York, as Registrar. 
 
 In Witness Whereof, the undersigned Voting Trustees have caused 
 this certificate to be signed by August Belmont and Company, their 
 
 duly authorized agent, this 
 sand nine hundred and 
 
 day of 
 
 one thou- 
 
 August Belmont, 
 Edward J. Berwind, 
 Andrew Fbeedman, 
 Theodore P. Shonts, 
 Cornelius Vanderbilt, 
 Voting Trustees. 
 
 by- 
 
 Their Agent. 
 Registered 
 
 Guaranty Trust Company or New York, 
 
 Registrar. 
 by 
 
 Ass't Secretary. 
 
 Fourth. — On March 6, 1916, or whenever, earlier, the Voting 
 Trustees shall decide in their uncontrolled discretion to make such 
 delivery, the Voting Trustees, in exchange for, and upon surrender 
 of, any voting trust certificate then outstanding will, in accordance 
 with the terms hereof, deliver proper certificates of capital stock of 
 the Company, and may require the holders of voting trust certifi- 
 cates to exchange them for certificates of capital stock of the Com- 
 pany to the amount and of the class called for by the respective 
 voting trust certificates outstanding. 
 
 Whenever certificates for stock shall so become deliverable, the 
 Voting Trustees may deposit with Guaranty Trust Company of 
 New York or with any other trust company having an office in the 
 City of New York, certificates, properly endorsed for transfer in 
 blank, of stock in the Company to the amounts of the respective 
 
176 FORMS RELATING TO 
 
 classes of said stock called for by the voting trust certificates out- 
 standing, with authority in writing to such ''.jpositary to deliver the 
 same in exchange for voting trust certificates when and as sur- 
 rendered for exchange, and thereupon all further liability of the 
 Voting Trustees for the delivery of stock certificates in exchange for 
 voting trust certificates shall cease. 
 
 Fifth. — The term Company, for the purpose of this agreement and 
 for all rights hereunder, including the issue and delivery of stock, 
 shall be taken to mean the above named Interborough-Metropolitan 
 Company, or any corporation or corporations successor to it. 
 
 Sixth. — Any Voting Trustee may, at any time, resign by delivering 
 his resignation, in writing, to the other Voting Trustees, to take 
 effect ten days thereafter or on its earlier acceptance by the Voting 
 Trustees. Any vacancy among the Voting Trustees caused by the 
 death, resignation or inability to act of Andrew Freedman or Cor- 
 nelius Vanderbilt, or any successor appointed to either of them, shall 
 be filled by August Belmont and Company, as from time to time 
 constituted. Any vacancy among the Voting Trustees caused by the 
 death, resignation or inability to act of Edward J. Berwind or 
 Theodore P. Shonts, or any successor appointed to either of them, 
 shall be filled by Guaranty Trust Company of New York. Any 
 vacancy among the Voting Trustees caused by the death, resigna- 
 tion or inability to act of August Belmont, or any successor appointed 
 to him, shall be filled as follows: Said August Belmont shall, within 
 thirty days from the date of this agreement, lodge with Guaranty 
 Trust Company of New York an instrument in writing signed by 
 him, designating three persons for that purpose, and any such 
 vacancy shall be filled, in the order of their designation in said in- 
 strument, by the persons, so designated, or, in the case of the death 
 or refusal to serve of all said persons, or of the death, resignation 
 or inability to act of the last of said persons accepting such trustee- 
 ship, or in case of the failure of said August Belmont to make such 
 designation, such vacancy shall be filled by the unanimous vote of 
 
VOTING TRUSTS 177 
 
 the four remaining Voting Trustees. The term Voting Trustees, 
 as used herein and in said voting trust certificates, shall apply to the 
 parties of the second part and their successors hereunder. 
 
 Seventh. — The Voting Trustees may adopt their own rules of pro- 
 cedure. The action of a majority of the Voting Trustees expressed 
 from time to time at a meeting or by writing with or without a 
 meeting, shall, except as otherwise herein stated, constitute the 
 action of the Voting Trustees and have the same effect as though 
 assented to by all. Any Voting Trustee may vote in person or by 
 proxy, and may act as a director or officer of the Company. 
 
 Eighth. — In voting the stock held by them, the Voting Trustees 
 will exercise their best judgment from time to time to secure suitable 
 directors, to the end that the affairs of the Company shall be prop- 
 erly managed, and in voting and in acting on other matters which 
 shall come before them as stockholders or at stockholders' meetings, 
 will likewise exercise their best judgment, but they assume no re- 
 sponsibility in respect of such management or in respect of any ac- 
 tion taken by them, or taken in pursuance of their consent thereto, 
 as such stockholders, or in pursuance of their vote so cast, and no 
 Voting Trustee shall incur any responsibility by reason of any error 
 of law or of any matter or thing done or suffered or omitted to be 
 done under this agreement, except for his own individual wilful mal- 
 feasance. 
 
 Ninth. — The Voting Trustees shall possess, and shall be entitled 
 in their discretion to exercise, until the actual delivery of stock cer- 
 tificates in exchange for voting trust certificates, all rights and powers 
 of absolute owners of said stock, including the right to vote for any 
 purpose, and to consent to any corporate act of said Company, it 
 being expressly stipulated that no voting right passes to others by 
 or under the voting trust certificates, or by or under this agreement, 
 or by or under any agreement, express or implied; the Voting 
 Trustees will not, however, during the continuance of this agreement, 
 
178 FORMS RELATING TO 
 
 vote in respect of the shares of the capital stock of the Company 
 held by them, to authorize any increase or diminution in the amount 
 of either class of stock of the Company, except with the consent in 
 each instance of the holders of two-thirds in amount of the voting 
 trust certificates for common stock present in person or by proxy and 
 voting, at a meeting called by the Voting Trustees for that purpose. 
 
 Tenth. — All notices to be given to the holders of voting trust cer- 
 tificates hereunder, shall be given by publication in two daily papers 
 of general circulation in the City of New York twice in each week 
 for two successive weeks; and any call or notice whatsoever, when 
 published by the Voting Trustees as herein provided, shall be taken 
 and considered as though personally served on all parties hereto, 
 including the holders of said voting trust certificates, as of the dat-e 
 of first publication, and such publication shall be the only notice 
 required to be given under any provision of this agreement. 
 
 Eleventh. — If, on or before the sixth day of March, 1916, the 
 Voting Trustees shall consider a continuance of the same manage- 
 ment and control essential to the welfare of the Company, and shall 
 file a certificate to that effect with the agent of the Voting Trustees, 
 the holders of voting trust certificates issued hereunder agree to use 
 their best efforts to effect a renewal of this agreement for such 
 period, not exceeding five years from said sixth day of March, 1916, 
 as the Voting Trustees may designate; and, in the event of such 
 renewal, certificates of stock in the Company shall be deliverable 
 only at the expiration of the period of such renewal. 
 
 Twelfth. — This agreement may be simultaneously executed in 
 several counterparts, each of which so executed shall be deemed to 
 be an original and such counterparts shall together constitute but 
 one and the same instrument. 
 
 In Witness Whereof, the several parties have hereunto set their 
 hands, in the City of New York, the day and year first hereinabove 
 mentioned. 
 
VOTING TRUSTS 179 
 
 SOUTHERN RAILWAY COMPANY 
 
 This Agreement, made in the City of New York, this 27th day 
 of August, 1902, by and between 
 
 party of the first part; and J. Pierpont Morgan, Charles 
 Lanier and George F. Baker (hereinafter called the "Voting Trus- 
 tees"), parties of the second part; 
 
 Witnesseth as follows: 
 
 Whereas, the party of the first part is the holder of Stock Trust 
 Certificates in respect of fully paid shares of $100 each of the cap- 
 ital stock of the Southern Railway Company (a corporation of 
 Virginia), issued by the Voting Trustees under and pursuant to the 
 terms of a certain agreement dated October 15, 1894, by and between 
 the Voting Trustees, parties thereto of the second part, and C. H. 
 Coster, George Sherman and Anthony J. Thomas, a Committee, 
 parties thereto of the first part; and 
 
 Whereas, The party of the first part and other holders of such 
 Stock Trust Certificates desire, and have requested, that in respect 
 of all Stock Trust Certificates stamped as assenting hereto, the said 
 Voting Trustees shall continue, for the extended term hereinafter 
 mentioned, to hold the stock represented by such Stock Trust Cer- 
 tificates, and to vote thereon, and to possess and to exercise all of 
 the rights and powers conferred upon and reserved to the Voting 
 Trustees under the said former agreement; and 
 
 Whereas, The Voting Trustees are willing to accede to the said 
 request and desire of the party of the first part, and of all other 
 holders of such Stock Trust Certificates, who, by presenting the 
 same to be stamped as hereinafter provided, shall have indicated 
 their like desire; 
 
 Now, Therefore, in consideration of the premises: 
 First, — The party of the first part and all holders of Stock Trust 
 Certificates issued under the said Agreement of October 15, 1894, 
 which shall be stamped as having assented to and accepted the 
 
180 FORMS RELATING TO 
 
 terms of this Agreement, hereby do agree and consent that in respect 
 of all stock represented by any Stock Trust Certificate stamped as 
 assenting hereto, the term of said Agreement of October 15, 1894, 
 and the operation thereof, and the rights and powers of the Voting 
 Trustees thereunder, shall continue until October 15, 1907, and 
 thereafter until such day as a majority in amount of the holders of 
 such Stock Trust Certificates stamped as assenting to this Agreement, 
 shall, by vote on the date of any annual election for Directors of the 
 Southern Railway Company, fix as the date for the termination of 
 such Agreement and of the rights and powers of the Voting Trustees 
 thereunder; without prejudice, however, to the continuing right of 
 the Voting Trustees in their discretion to cause to be made earlier 
 delivery of stock certificates in exchange for Stock Trust Certificates 
 by them theretofore issued. 
 
 Second. — Article Second of the said Agreement of October 15, 
 1894, is hereby amended so that the first three lines thereof shall 
 read as follows, to wit: 
 
 Second. — Upon such date after October 15, 1907, as a major- 
 ity in amount of the holders of Stock Trust Certificates assent- 
 ing to this change, shall have fixed by vote on the date of any 
 annual election for Directors of the Southern Railway Company 
 held after October 15, 1907, or whenever the Voting Trustees 
 shall decide to make delivery, — &c, &c, 
 and as so amended in its Second Article, the said Agreement of 
 October 15, 1894, is hereby renewed, ratified, confirmed and ex- 
 tended so far as concerns the parties hereto and any and all holders 
 of Stock Trust Certificates stamped as assenting hereto. 
 
 Third. — Every Stock Trust Certificate issued under said Agree- 
 ment, and which shall be stamped as next hereinafter provided as 
 having assented to this Extension Agreement, shall entitle the holder 
 thereof to all the benefits of this Agreement, and shall subject him 
 
VOTING TRUSTS 181 
 
 to all the limitations hereof, to the same extent and in the same 
 manner as though he were a party by name to this Agreement and 
 to the said Agreement of October 15, 1894, amended, modified and 
 extended as herein provided. 
 
 Such stamping shall be as follows: 
 
 "The holder of this Stock Trust Certificate has assented to and 
 accepted, and hereby assents to and accepts, the provisions of a 
 certain Extension Agreement dated August 27, 1902; and expressly 
 agrees that until such date after October 15, 1907, as a majority 
 in amount of the holders of assenting stock trust certificates shall 
 have fixed by vote on the date of any annual election for Directors 
 of the Southern Railway Company held after October 15, 1907, no 
 stock certificate shall be due or deliverable hereunder." 
 
 Fourth. — The Voting Trustees have accepted the extension of the 
 term of the Voting Trust as above provided ; and upon the considera- 
 tion and in the manner stated in the said Agreement of October 15, 
 1894, they will exercise their best judgment in the continued dis- 
 charge of the powers conferred upon them by this Agreement. 
 
 Fifth. — This Agreement may be simultaneously executed in several 
 counterparts, each of which when so executed shall be deemed to 
 have been an original, and such counterparts shall together con- 
 stitute but one and the same instrument, and the same shall be 
 binding whenever signed by the party of the first part and any two 
 of the said three Voting Trustees. 
 
 In Witness Whereof, The parties have hereunto set their hands 
 and seals, the day and year first above mentioned. 
 
 INTERBOROUGH-METROPOLITAN COMPANY 
 
 To Holders of Interborough-Metropojitan Company Voting Trust 
 Certificates and Preferred Stock: 
 
 Pursuant to the terms of the Voting Trust Agreement, the under- 
 
182 FORMS RELATING TO 
 
 signed, the duly appointed successors of the Voting Trustees named 
 therein, have filed with their agents their certificate for the renewal of 
 the Voting Trust for a further period of five years after March 6th, 19 1 1, 
 and the holders of Voting Trust Certificates are requested to execute 
 an agreement for such renewal containing the same terms and condi- 
 tions as the original Voting Trust. Counterparts of such agreement 
 may be obtained at the office of August Belmont and Company, 23 
 Nassau Street, New York City. 
 
 Provision is made in the Voting Trust Agreement for the issuance of 
 Preferred Stock Voting Trust Certificates in exchange for shares 
 of the preferred stock of those holders who may desire to avail 
 themselves of the privilege of becoming parties to the Voting Trust 
 Agreement. 
 
 For the convenience of holders of Voting Trust Certificates and of 
 Preferred Stock there has been mailed a power of attorney authorizing 
 Solomon R. Guggenheim, Rafael R. Govin, Edwin Hawley, Gerald L. 
 Hoyt and Morton F. Plant to execute the renewal agreement on their 
 behalf, which may be returned to Charles B. Ludlow, Secretary Voting 
 Trustees, 23 Nassau Street, New York. 
 
 If the copies of the power of attorney are not received through the 
 mails they may be obtained upon application to the Secretary of the 
 Voting Trustees. 
 
 The Trustees will be prepared to deliver temporary Voting Trust 
 Certificates in exchange for outstanding Voting Trust Certificates of 
 the Common Stock on and after Thursday, February 23, 1911, at the 
 office of the Transfer Agents, August Belmont & Co., No. 23 Nassau 
 Street, New York. 
 
 Dated February 21, 1911. 
 
 August Belmont, 
 Edward J. Berwind, 
 Andrew Freedman, 
 Theodore P. Shonts, 
 Cornelius Vanderbilt, 
 Voting Trustees. 
 
VOTING TRUSTS 183 
 
 INTERNATIONAL MERCANTILE MARINE COMPANY 
 
 New Yoke, June 3, 1907. 
 
 To the Holders of Stock Trust Certificates for Preferred and Common 
 Stock of the International Mercantile Marine Company: 
 
 By the agreement dated October 28, 1902, under which the above- 
 mentioned stock trust certificates were issued, it was provided, among 
 other things, that said agreement would terminate on October 1, 1907, 
 and that thereupon the Voting Trustees, in exchange for and upon sur- 
 render of any stock trust certificates then outstanding would deliver 
 certificates of stock of the International Mercantile Marine Company. 
 
 Holders of large amounts of the preferred and common stock voting 
 trust certificates believing it of great importance to the stockholders 
 that the policy of the present management should be continued until 
 the plans now under way for improving the Company's fleet and per- 
 manently establishing its strength are completed, have urgently re- 
 quested the undersigned to propose an extension of the voting trust 
 for a further period of five years. Although the undersigned have felt 
 that their obligations have been fulfilled, and that they are entitled to 
 be relieved from further responsibility, they have felt it their duty, 
 in view of the urgency of the request, to bring the matter to the atten- 
 tion of the present holders of the stock trust certificates and to provide 
 for an extension of the voting trust if a sufficient number of such holders 
 desire them to do so. 
 
 Notice is therefore given that if, prior to September 1, 1907, holders 
 of a sufficient number of the present voting trust certificates shall have 
 signified their desire that the voting trust be extended for the period of 
 five years, or, say until October 1, 1912, the undersigned will consent 
 thereto and will arrange so to extend the agreement of such holders. 
 In that case due notice will be given in order that the present stock 
 trust certificates may be presented for stamping or for exchange into 
 new extended certificates as may be determined. 
 
 Holders of stock trust certificates who desire to have the voting 
 trust extended should signify such desire as soon as possible to Messrs. 
 
184 FORMS RELATING TO 
 
 J. P. Morgan & Co., 23 Wall Street, New York, or to Messrs. J, S. 
 Morgan & Co., 22 Old Broad Street, London, on the enclosed blank, 
 stating the amount of certificates held. 
 Respectfully, 
 
 J. Pierpont Morgan, 
 
 J. Bruce Ismay, 
 
 W. J. Pirrie, [ Voting Trustees. 
 
 P. A. B. WlDENER, 
 
 Charles Steele, 
 
 Messrs. J. P. Morgan & Co., 
 
 23 Wall Street, New York. 
 Dear Sirs: 
 
 The undersigned holder of Voting Trust Certificates for Stock of the 
 
 International Mercantile Marine Co., requests that the Voting Trust 
 
 Agreement dated October 28, 1902, may be extended for five years— 
 
 i. e., until October 1, 1912, and agrees to present Voting Trust Cer- 
 
 shares Preferred _ , „ 
 tificates for shares Common Stock for stamping or for 
 
 exchange into new extended certificates as may be determined in 
 accordance with the circular of Voting Trustees dated June 3, 1907, 
 
 Dated , 1907. 
 
 SOUTHERN RAILWAY COMPANY 
 
 New York, August 27, 1902. 
 
 To the Holders of Stock Trust Certificates for Preferred and Com- 
 mon Stock of the Southern Railway Company: 
 
 By the Agreement dated October 15, 1894, under which the above 
 mentioned Stock Certificates were issued, it was provided, among other 
 things, that on the first day of July, 1899, if the Southern Railway Com- 
 pany should then have paid five per cent, cash dividend, in one year, on 
 its Preferred Stock, or, if not, then so soon as such dividend should be 
 bo paid, the Voting Trustees, in exchange for and upon surrender of 
 
VOTING TRUSTS 185 
 
 Stock Trust Certificates then outstanding, would deliver proper cer- 
 tificates for stock of the Southern Railway Company. 
 
 On April 15, 1902, the Company paid a semi-annual dividend of two 
 and one-half per cent, upon its Preferred Stock. If the dividend soon 
 to be declared, payable in October, shall be at the same rate, one of the 
 conditions of the said Voting Trust Agreement, limiting the period 
 thereof, will have been fulfilled and under that Agreement, unless it be 
 extended, the holders of both Common and Preferred Stock Trust 
 Certificates will be entitled, after payment of such dividend, to have 
 certificates for stock of the Southern Railway Company delivered to 
 them upon surrender of their respective Stock Trust Certificates 
 therefor. The certificates for actual Preferred and Common Stock of 
 the Company would thus be issued and dealt in in the market, making 
 it possible for the control of the Company to be bought and sold from 
 day to day and rendering its policy and management subject to sudden 
 and surprising change. 
 
 Holders of large amounts of Preferred and Common Stock Voting 
 Trust Certificates, recognizing this danger, have requested the under- 
 signed to propose an extension of the Voting Trust Agreement and have 
 suggested that pending an ascertainment of the wishes of the stock- 
 holders on the subject, the Board of Directors should postpone until the 
 September meeting their determination as to the amount of the October 
 dividend, for it might well be that while a dividend at a certain rate 
 could be conservatively paid under a continuance of the existing ad- 
 ministration, the Board might feel hesitation in declaring so large a 
 dividend if stability in the control and management of the Company 
 should be endangered by the termination of the Voting Trust. Ac- 
 cordingly the Board has postponed fixing the rate of the dividend in 
 order that the stockholders may have an opportunity of indicating their 
 wishes regarding the continuance of the Voting Trust so that the 
 Board may have the entire situation before them in reaching their 
 conclusion as to the rate of dividend to be declared. 
 
 The events of the past eighteen months in connection with railroad 
 properties, have revealed the danger to which corporate properties are 
 
186 FORMS RELATING TO 
 
 exposed, of the control of their stock being bought up in the market by 
 purchasers not identified with the property or permanently interested 
 in its development and improvement. Therefore we do not hesitate to 
 state that, in our opinion, it is decidedly for the interests of the stock- 
 holders of the Southern Railway to protect their property by an exten- 
 sion of the Voting Trust until negotiations now pending for the further 
 development and strengthening of its lines shall be settled beyond any 
 risk of being overturned, and until the completion of other negotiations 
 now pending in relation to transportation interests in the Southern 
 States which have an important bearing upon the interests of the 
 Southern Railway Company. It is scarcely necessary for us to state 
 that in bringing this matter to the attention of the stockholders we 
 have no desire to ourselves continue the responsibilities of the last 
 eight years; at the same time we have felt that under the circumstances 
 it was our duty to make this statement, leaving it to the stockholders 
 themselves, however, with full knowledge of all the circumstances, to 
 determine what shall be done. 
 
 It is proposed that the said Voting Trust Agreement of October 15, 
 1894, be extended for a further period of five years, or until October 15, 
 1907, and thereafter until such date as a majority in amount of the 
 holders of Stock Trust Certificates assenting to such extension shall 
 have fixed by vote on the date of any annual election for Directors of 
 the Company held after October 15, 1907. 
 
 The undersigned have accordingly consented to extend said Agree- 
 ment as above stated, for such of the holders of Stock Trust Certificates 
 as shall desire such extension to be made, and shall present their Stock 
 Trust Certificates to be properly stamped therefor, provided at least a 
 majority of such certificates shall be presented. 
 
 Holders of Stock Trust Certificates for both Preferred and Common 
 Stock of the Southern Railway Company desiring to unite in such 
 extension are requested to present their certificates at the office of 
 Messrs. J. P. Morgan & Co., No. 23 Wall Street, New York City, on or 
 before September 15, 1902, to be appropriately stamped as entitled to 
 the benefits thereof. 
 
VOTING TRUSTS 187 
 
 The extension will become operative as to all certificates which have 
 been stamped as soon as a majority in amount of said Stock Trust 
 Certificates shall assent thereto and present their certificates to be 
 stamped as aforesaid. In case the extension shall not become operative, 
 certificates that have been stamped may be presented so that the 
 stamp may be cancelled or a new certificate issued at the option of the 
 holder. Certificates not stamped will not be entitled to the benefits 
 of the extended Agreement. 
 
 For your information, the results accomplished under the existing 
 management may be briefly stated : 
 On October 15, 1894, the operated mileage of your Com- 
 pany was 4,391.94 miles 
 
 On June 30, 1902 6,765.91 " 
 
 An increase of 2,373.97 " 
 
 During the same period 768.22 miles of second track, spurs and 
 sidings have been added. 
 The gross earnings for the fiscal year ending June 30, 
 
 1895, were $17,114,791 .69 
 
 The gross earnings for the fiscal year ending June 30, 
 
 1902, were 37,712,249.16 
 
 Being an increase of $20,597,456.47 
 
 or over 120 per cent. 
 The net income above fixed charges for the same period 
 
 increased from $ 895,744.81 
 
 To . 3,600,897 . 47 
 
 being 302 per cent. 
 During the same period large sums have been expended and charged 
 against Income, for the improvement of the property and equipment in 
 order to increase the operating efficiency without adding correspond- 
 ingly to the capital account. 
 On June 30, 1902, there was standing to the credit of 
 
 Profit and Loss $6,510,894.88 
 
 being the amount of accumulated net income to 
 that date on hand in cash or cash assets. 
 
188 FORMS RELATING TO 
 
 The physical condition of your Company's property and equipment 
 has been greatly improved and is now in a high state of efficiency. 
 
 J. PlEBPONT MOHGAN, 
 
 Chakles Lanier, ■ Voting Trustees. 
 
 Geo. F. Baker, 
 
 Notice: Holders of Voting Trust Certificates for both Preferred and 
 Common Stock of the Southern Railway Company who approve the 
 proposed extension of the Voting Trust, are notified that in accordance 
 with the foregoing circular, their certificates must be presented at the 
 office of Messrs. J. P. Morgan & Co., No. 23 Wall Street, New York, on 
 or before September 15, 1902, to be appropriately stamped as assenting 
 to such extension. 
 
 SOUTHERN RAILWAY COMPANY 
 
 New York, October 31, 1902. 
 
 To the Holders of Stock Trust Certificates for Preferred and Common 
 Stock of the Southern Railway Company: 
 
 Holders of Stock Trust Certificates issued by or in behalf of the 
 Voting Trustees under the Agreement made October 15, 1894, by and 
 between C. H. Coster, George Sherman and Anthony J. Thomas, a 
 Committee under a certain Plan for the Reorganization of the Rich- 
 mond and West Point Terminal Railway and Warehouse Company and 
 its subordinate companies, parties of the first part, and J. Pierpont 
 Morgan, Charles Lanier and George F. Baker (therein called the "Vot- 
 ing Trustees"), parties of the second part, are hereby notified that 
 upon the payment of the dividend of two and one-half per cent., upon 
 the preferred stock of the Southern Railway Company, payable Octo- 
 ber 31, 1902, the operation of the said Voting Trust Agreement of 
 October 15, 1894, will cease and determine, except as to, and in respect 
 of, all stock represented by any Stock Trust Certificate issued under 
 said Agreement which shall have been stamped as assenting to the 
 extension thereof under the Extension Agreement of August 27, 1902. 
 
VOTING TRUSTS 189 
 
 From and after that date, namely, October 31, 1902, no Stock Trust 
 Certificate issued under said agreement of October 15, 1894, and not 
 stamped as extended under the agreement of August 27, 1902, will be 
 transferred or transferable; and, by reason of the termination of said 
 Agreement as above stated, the only right of holders of such non- 
 extended and unstamped certificates will be upon surrender thereof at 
 the office of the Agents for the Voting Trustees, Messrs. J. P. Morgan & 
 Co., No. 23 Wall Street, in the City of New York, to receive a certificate 
 or certificates for fully-paid shares of $100 each in the Capital Stock of 
 the Southern Railway Company, of the class and for the amount spec- 
 ified in such unstamped Stock Trust Certificate; but holders desiring 
 to retain their Stock Trust Certificates may have the certificates 
 stamped as above and will then be entitled to retain the same. 
 
 The Extension Agreement of August 27, 1902, having become opera- 
 tive by the stamping thereunder of a majority of said Stock Trust 
 Certificates, the undersigned, acting under the authority conferred 
 upon them by said Extension Agreement, have determined that said 
 Extension Agreement shall terminate on October 15, 1907, and that 
 delivery of stock certificates in exchange for said stamped Stock Trust 
 Certificates shall be made on that date, without prejudice, however, to 
 the right of the Voting Trustees in their discretion to cause delivery to 
 be made at an earlier date. 
 
 In view of the fact that a majority of the outstanding Stock Trust 
 Certificates have already been stamped as assenting to the Voting 
 Trust Extension, the Voting Trustees have no hesitation in stating that 
 they believe it is for the best interests of the Company and therefore of 
 the holders of the remaining Stock Trust Certificates that the same be 
 promptly stamped as assenting to the extension of the Voting Trust 
 above mentioned, instead of being surrendered. 
 
 However, holders of unstamped Stock Trust Certificates have the 
 option of adopting whichever course they prefer, and are therefore re- 
 quested to present their Stock Trust Certificates at the office of J. P. 
 Morgan & Co., No, 23 Wall Street, New York, on or after November 1, 
 1902, either, to be stamped as assenting to the extension of the Voting 
 
190 FORMS RELATING TO 
 
 Trust above mentioned, or to be surrendered in exchange for Southern 
 Railway Company Stock Certificates, as above set forth. 
 
 All unstamped Stock Trust Certificates surrendered for exchange 
 must be properly endorsed in blank by the registered holder thereof. 
 
 As stated above, owing to the termination of the original agreement of 
 October 15, 1894, the Voting Trustees have no power to issue new 
 unstamped Stock Trust Certificates and therefore the transfer books for 
 such unstamped Certificates will be finally closed from and after 
 
 November 1, 1902. 
 
 J. Pierpont Morgan, 
 
 Charles Lanier, Voting Trustees. 
 
 George F. Baker, 
 
 Referring to the foregoing notice, the transfer books for unstamped 
 Stock Trust Certificates having been finally closed, the undersigned, as 
 Agents for the Voting Trustees, are not authorized to make any further 
 transfer of such unstamped Stock Trust Certificates. 
 
 Holders of such unstamped Stock Trust Certificates may, however, 
 present the same to be stamped as assenting to the Extension Agree- 
 ment of August 27, 1902, and they will thereupon be again transferable 
 under the terms of that Agreement. Holders not desiring to unite in 
 such Extension Agreement may surrender their unstamped Stock Trust 
 Certificates and receive in exchange therefor certificates of stock of the 
 Southern Railway Company as stated in said notice. In case the 
 amount of Southern Railway Company stock which may be issued on 
 such exchange is sufficient to warrant an application to list the same 
 on the New York Stock Exchange, such application will be made in due 
 course. 
 
 J. P. Morgan & Co. 
 
 New York, November 1, 1902. 
 
 THE CHESAPEAKE AND OHIO RAILWAY COMPANY 
 
 To the Holders of Trust Certificates issued by the undersigned for 
 Stock of The Chesapeake & Ohio Railway Co.: 
 The period of the "Voting Trust" will expire on the 31st instant. 
 
VOTING TRUSTS 191 
 
 After that date we shall be prepared to deliver stock certificates in 
 exchange for the present trust certificates, on surrender of the latter 
 at the office of Messrs. Drexel, Morgan & Co., 23 Wall Street, New 
 York. Certificates must be assigned to the "Trustees for exchange for 
 stock." 
 
 J. Piekpont Morgan, 
 John Crosby Brown, 
 George Bliss, 
 
 CHICAGO GREAT WESTERN RAILROAD COMPANY 
 
 To the Holders of Stock Trust Certificates issued in respect of Pre- 
 ferred and Common Stock of the Chicago Great Western Rail- 
 road Company, pursuant to the Voting Trust Agreement dated 
 September 1, 1909: 
 
 You are hereby notified that the above mentioned Voting Trust 
 Agreement, by the terms thereof, will terminate on September 1, 
 1914, and that on or after that date said Stock Trust Certificates 
 may be exchanged for corresponding Certificates of Stock of said 
 Railroad Company. Exchanges will be made in the City of New 
 York, at the temporary offices at No. 21 Broad Street of J. P. 
 Morgan & Co., who will act as Agents for the Voting Trustees in 
 effecting such exchange. Not more than one hundred schedules per 
 diem will be received. Pending the preparation of the proper Stock 
 Certificates, suitable receipts will be issued for the Stock Trust 
 Certificates surrendered. 
 
 George F. Baker, 
 Robert Fleming, 
 Surviving Voting Trustees. 
 New York, August 1, 1914. 
 
 New York, August 1, 1914. 
 To the Holders of Stock Trust Certificates issued in Respect of 
 Preferred and Common Stock of the Chicago Great Western Rail- 
 
192 FORMS RELATING TO 
 
 road Company, pursuant to the Voting Trust Agreement dated 
 September 1, 1909, which by its terms expires September 1, 1914: 
 
 On and after September 1, 1914 at our temporary office, No. 21 
 Broad Street, New York, we will receive the above mentioned Stock 
 Trust Certificates, and on that date we shall be prepared to begin 
 the delivery of Stock Certificates of the Chicago Great Western 
 Railroad Company, in exchange for said Stock Trust Certificates 
 duly surrendered for exchange. Pending the preparation of the 
 Stock Certificates, suitable temporary receipts will be issued. 
 
 Not more than one hundred schedules per diem will be received. 
 
 Holders transmitting Stock Trust Certificates by mail will please 
 indicate whether they wish the Stock Certificates sent by registered 
 mail or by express at their expense. 
 
 J. P. Moegan & Co., 
 Agent for Voting Trustees. 
 
 INTERNATIONAL HARVESTER COMPANY 
 Notice of Expiration of Voting Trust 
 
 Notice is hereby given that the Voting Trust Agreement, dated 
 August 13, 1902, covering common and preferred Stock of Interna- 
 tional Harvester Company will expire on August 1, 1912. On and 
 after that date First Trust and Savings Bank of Chicago will de- 
 liver certificates representing common and preferred stock, as the 
 case may be, in exchange for, and upon surrender of, stock trust 
 certificates duly endorsed for transfer in blank or accompanied by 
 proper instruments of transfer in blank. 
 
 The Standard Trust Company of New York City has consented 
 to act without charge as agents for the depositors and will receive on 
 and after August 1, 1912, deposits of stock trust certificates and effect 
 exchanges for account of the depositors through First Trust and Sav- 
 ings Bank. 
 
 Holders of Stock Trust Certificates are requested to present their 
 
VOTING TRUSTS 193 
 
 certificates for exchange to First Trust and Savings Bank of Chicago 
 as soon after August 1, 1912, as possible. 
 
 Both the preferred and common stocks of International Harvester 
 Company have been listed on the New York Stock Exchange, the 
 listing to become effective on and after August 1, 1912. 
 
 No transfers of stock trust certificates will be made after July 31, 
 1912. 
 
 George W. Perkins 
 Charles Deering, • Voting Trustees. 
 
 Cyrus H. McCormick, _ 
 July 20, 1912. 
 
 KANSAS CITY SOUTHERN RAILWAY COMPANY 
 
 To the Holders of Trust Certificates Issued by the Voting Trustees 
 under the Voting Trust Agreement, dated Feb. 28, 1900, between 
 William F. Harrity and others and John W. Gates and others for 
 stock of the Kansas City Southern Railway Company. 
 
 Notice is hereby given that the Voting Trust Agreement entered 
 into the 28th day of February, 1900, by and between William F. 
 Harrity, August Hecksher, Hermann Sielcken, William Edenbom, 
 Max Pam, Samuel R. Shipley, Silas W. Pettit and Winthrop Smith, 
 as a Reorganization Committee under a plan and agreement for the 
 Reorganization of the Kansas City, Pittsburg & Gulf Railroad Com- 
 pany and its terminal Companies, party of the first part, and John 
 W. Gates, James Stillman, John Lambert, Louis Fitzgerald, Her- 
 mann Sielcken, William Edenborn, and Samuel R. Shipley, parties 
 of the second part, will expire by its own terms on the 2nd day of 
 April, 1905, and that the undersigned, who are now the Voting 
 Trustees appointed and acting pursuant to the provisions of said 
 Voting Trust Agreement, will, beginning on the third day of April, 
 1905, in accordance with the terms of said Voting Trust Agreement 
 and in exchange for and upon surrender of any stock trust certifi- 
 cates duly issued by or for the Voting Trustees in accordance with 
 the provisions of said Voting Trust Agreement and then outstand- 
 
194 FORMS RELATING TO 
 
 ing, make delivery of corresponding certificates for the capital stock 
 of the Kansas City Southern Railway Company of the class specified 
 in said stock trust certificates respectively. 
 
 All holders of stock trust certificates issued under said Voting 
 Trust Agreement and then outstanding are hereby required to ex- 
 change the same for certificates for the capital stock of the Kansas 
 City Southern Railway Company in accordance with their terms 
 beginning on the 3rd day of April, 1905, but only one hundred 
 schedules per diem will be received. 
 
 Such Stock Trust Certificates must be presented for effecting such 
 exchange to the Mercantile Trust Company, the Agent of the Voting 
 Trustees for the issuance of such certificates, at its office, No. 120 
 Broadway, in the City, County and State of New York. 
 
 All stock trust certificates surrendered for exchange must be 
 properly assigned in blank or to the undersigned Voting Trustees. 
 
 In Witness Whereof, we have hereunto subscribed our names this 
 
 16th day of March, 1905. 
 
 Edwabd H. Haeriman, 
 Otto H. Kahn, 
 Louis Fitzgerald, 
 James Stillman, 
 John W. Gates, 
 George J. Gould, 
 Hermann Sielcken. 
 
 THE METROPOLITAN WEST SIDE ELEVATED RAILWAY 
 
 COMPANY 
 
 1001 Royal Insurance Building, Chicago, III. 
 
 Notice is hereby given to all owners and holders of Voting Trust 
 Certificates of the Central Trust Company of New York, represent- 
 ing an undivided interest in 74,987 shares of the Common Capital 
 Stock of The Metropolitan West Side Elevated Railway Company, 
 that the Voting Trust Agreement, under which the said Voting Trust 
 Certificates were issued, will expire by limitation on February 1st, 
 
VOTING TRUSTS 195 
 
 1904. On and after that date Certificates of The Metropolitan 
 West Side Elevated Railway Company will be issued to the holders 
 of said Voting Trust Certificates upon their assignment and sur- 
 render to the Central Trust Company, 54 Wall Street, New York 
 City. Holders so surrendering Voting Trust Certificates will please 
 give their addresses in full and designate whether they wish New 
 York or Chicago Certificates. 
 
 Geokqe Higginson, Jr., 
 Secretary. 
 January 25th, 1904. 
 
 TOLEDO, ST. LOUIS AND WESTERN RAILROAD COMPANY 
 
 The agreement bearing date August 1, 1900, between the Reor- 
 ganization Committee of the Toledo, St. Louis and Kansas City 
 Railroad Company and the undersigned as Voting Trustees provided 
 that the preferred and common stock certificates of the Toledo, 
 St. Louis and Western Railroad Company held thereunder should 
 be distributed on July 1, 1905. Accordingly, notice is hereby given 
 that upon surrender to the Central Trust Company of New York 
 at its office, 54 Wall Street, New York City, on or after July 1, 1905, 
 in negotiable form, of its outstanding trust certificates representing 
 said preferred and common stock, said Trust Company will be pre- 
 pared to deliver the certificates for preferred and common stock of 
 the Toledo, St. Louis and Western Railroad Company to which the 
 holders of said trust certificates are respectively entitled. 
 
 Dated, New York, May 2, 1905. 
 
 F. P. Olcott, 
 Thos. H. Hubbard, 
 Wm. A. Read, 
 
 Voting Trustees. 
 
 Referring to the foregoing, notice is hereby given that an applica- 
 tion will be made to list upon the New York Stock Exchange the 
 certificates representing the preferred and common stock of this 
 
196 FORMS RELATING TO 
 
 company so that the same may be there dealt in as soon as may be 
 after June 30, 1905. 
 
 Toledo, St. Louis and Western Railroad Co., 
 
 by Thos. H. Hubbard, 
 Vice-President. 
 
 ERIE RAILROAD COMPANY 
 
 New York, February 20, 1904. 
 
 To the Holders of Stock Trust Certificates for First Preferred Stock, 
 Second Preferred Stock and Common Stock of the Erie Rail- 
 road Company: 
 
 By the agreement dated January 1, 1896, under which the above- 
 mentioned Stock Trust Certificates were issued, it was provided, 
 among other things, that on the first day of December, 1900, if the 
 Erie Railroad Company should then have paid four per cent, cash 
 dividend in one year on its First Preferred Stock, and if not, then 
 so soon as such dividend should be paid, the Voting Trustees, in 
 exchange for, and upon surrender of Stock Trust Certificates then 
 outstanding, would deliver proper certificates of stock of the Erie 
 Railroad Company. 
 
 On January 19, 1904, the Board of Directors declared a semi- 
 annual dividend of two per cent, upon the First Preferred Stock 
 payable February 29, 1904. The payment of this dividend, being 
 the second dividend of two per cent, paid during the year, fulfills 
 the condition limiting the period of the Voting Trust as above set 
 forth, and it therefore becomes the duty of the Voting Trustees to 
 arrange for the delivery of stock of the Erie Railroad Company in 
 exchange for the Stock Trust Certificates now outstanding. 
 
 In view of the present situation the holders of important interests 
 in the property have strongly urged us to arrange for an extension 
 of the Voting Trust for a further period of five years, during which 
 
VOTING TRUSTS 197 
 
 it is hoped that most of the important developments of the property 
 which are now in contemplation can be completed. 
 
 Inasmuch as the earnings of the property have now reached a 
 point where the dividend, upon which the continuation of the Voting 
 Trust was limited, could be safely paid, we have felt that our ob- 
 ligation had been fulfilled and that we were entitled to be relieved 
 from further responsibility. Considering, however, the urgency of 
 the request, we have deemed it our duty to bring the matter to the 
 attention of the present holders of the Stock Trust Certificates. 
 
 We therefore give notice that on and after the first day of May, 
 1904, the Voting Trust terminates and we shall cease to transfer 
 the present Voting Trust Certificates. 
 
 We also give notice that, if before that date, holders of a sufficient 
 amount of the present Voting Trust Certificates shall have signified 
 their desire that the Voting Trust be extended for the period of five 
 years, say until May 1, 1909, we will consent to such extension, and 
 will arrange so to extend the agreement for such holders. Due 
 notice will be given in order that the present Stock Trust Certificates 
 may be presented for stamping or for exchange into new extended 
 certificates, as may be determined. 
 
 Holders of Stock Trust Certificates who desire to have the Voting 
 Trust extended should signify such desire to J. P. Morgan & Co., 
 23 Wall St., New York, at once, stating numbers and amounts of 
 certificates held. 
 
 Holders not desiring to unite in extending the Voting Trust will 
 upon surrender of their Voting Trust Certificates be entitled to 
 receive in exchange certificates for stock of the Erie Railroad Com- 
 pany, as soon as the same are prepared, of which due notice will 
 be given. 
 
 J. Pieepont Morgan, 
 Loots Fitzgerald, 
 G. Tennant, 
 
 Voting Trustees. 
 
198 FORMS RELATING TO 
 
 READING COMPANY 
 
 New York, October 31st, 1904. 
 To the Holders of Voting Trustees' Certificates for First Preferred 
 Stock, Second Preferred Stock and Common Stock of Reading 
 Company: 
 
 By the agreement dated February 1, 1897, under which the above- 
 mentioned Voting Trustees' Certificates were issued, it was provided, 
 among other things, that: 
 
 "On the first day of January, 1902, if then the Reading Company 
 for two consecutive years shall have paid four per cent, per annum 
 cash dividend on its First Preferred Stock, and, if not, then so 
 soon as such dividend shall be paid, and upon surrender of any 
 stock trust certificate then outstanding, the Voting Trustees will, 
 in accordance with the terms thereof deliver therefor corresponding 
 proper certificates of stock of the Reading Company." 
 
 On June 15, 1904, the Board of Directors of Reading Company 
 declared a dividend of two per cent, upon the First Preferred Stock, 
 payable September 9, 1904. The payment of this dividend, being the 
 second dividend of two per cent, paid during the year 1904, two 
 dividends of two per cent, each having previously been paid during the 
 year 1903, fulfills the condition limiting the period of the Voting Trust 
 as above set forth, and it, therefore, becomes the duty of the Voting 
 Trustees to arrange for the delivery of stock of Reading Company in 
 exchange for the Voting Trustees' Certificates now outstanding. 
 
 We give notice that, on and after December 1, 1904, we shall 
 cease to issue Voting Trustees' Certificates, and we have arranged 
 for the delivery of stock of Reading Gompany in exchange for such 
 certificates which may then be outstanding. 
 
 On and after December 1, 1904, holders of the present Voting 
 Trustees' certificates bearing the registration of the Central Trust 
 Company of New York are requested to present their certificates at 
 the office of Messrs. J. P. Morgan & Company, Transfer Agents of 
 the Voting Trustees in New York, and certificates bearing the regis- 
 
VOTING TRUSTS 199 
 
 tration of the Pennsylvania Company for Insurance on Lives and 
 Granting Annuities, Philadelphia, to Messrs. Drexel & Company, 
 Transfer Agents of the Voting Trustees in Philadelphia, who will be 
 prepared to deliver certificates of stock of Reading Company in 
 exchange for the same. 
 
 One hundred schedules per diem will be received at each Transfer 
 Office. 
 
 No transfers of Voting Trustees' Certificates will be made after 
 November 30th, 1904. All certificates surrendered must be properly 
 endorsed in blank by the registered holder thereof. 
 
 Holders transmitting certificates by mail will please indicate the 
 name in which Stock Certificates are to be issued, and whether they wish 
 such certificates sent by registered mail or by express at their expense. 
 
 In surrendering their Trust to the stockholders, the Voting Trus- 
 tees desire to call attention to the results obtained during their 
 administration thereof; 
 
 For the fiscal year ended June 30, 1897, the total 
 
 gross receipts of the three Companies were $45,557,889.77 
 
 For the fiscal year ended June 30, 1904, the total 
 
 gross receipts of the three Companies were 77,040,255.27 
 
 Making an increase of $31,482,365.50 
 
 equivalent to sixty-nine per cent. 
 
 For the fiscal year ended June 30, 1897, there was a 
 deficiency in net earnings of the three Companies 
 of $579,134.38 
 
 For the fiscal year ended June 30, 1904, the net earn- 
 ings of the three Companies were 7,757,538.07 
 
 Making an increase of $8,336,672.45 
 
 On the 1st of December, 1896, the annual fixed 
 
 charges and taxes of the Reading System were . $10,350,046.00 
 
 On the 30th of June, 1904, the annual fixed charges 
 
 and taxes of the Reading System were 10,863,094.00 
 
 Showing an increase of $513,048.00 
 
200 FORMS RELATING TO 
 
 which includes interest upon all obligations issued since the reor- 
 ganization, on the improvement and betterment of the property; 
 $166,412 rental of the Wilmington and Northern Railroad and the 
 Reading Belt Railroad, and $920,000 interest upon the bonds issued 
 in 1901 to pay for the majority of the capital stock of the Central 
 Railroad Company of New Jersey. The increase in taxes, which is 
 included in the fixed charges, amounts to $506,169. 
 
 If the fixed charges created since December 1, 1896, on account of 
 the acquisition of additional properties, and interest upon the addi- 
 tional General Mortgage bonds issued for the purchase of equipment, 
 are eliminated, the fixed charges of the Reading System were 
 $1,018,065 less for the fiscal year ended June 30, 1904, than they 
 were for the fiscal year ended November 30, 1896. 
 
 The Railway Company has expended, for improve- 
 ments and betterments during this period $8,582,421.00 
 
 These expenditures have increased the track 
 mileage 230.33 miles, whilst the total increase of 
 track mileage during this year was 369.61 miles. 
 
 The value of the rolling equipment has increased 
 
 from 16,990,856.19 
 
 as of December 1, 1896. 
 
 To 31,027,728.00 
 
 as of June 30, 1904. 
 
 The floating equipment has increased, during the 
 
 same period, from 1,439,850.00 
 
 To 3,224,108.16 
 
 The Railway Company has accumulated an insurance 
 
 capital fund of 1,000,000.00 
 
 invested in interest-bearing securities. 
 
 General Mortgage Bonds have been purchased and 
 
 canceled for the sinking fund, amounting to 2,016,000.00 
 
 There has been paid, on account of an old unadjusted 
 claim of the city for damages at Columbia 
 Avenue and other points in Philadelphia 560,648.41 
 
VOTING TRUSTS 201 
 
 And there has been set aside to provide for the 
 maturing obligations issued by the City of 
 Philadelphia to pay for construction of the 
 Pennsylvania Avenue subway 494,063.86 
 
 The Philadelphia and Reading Coal and Iron Com- 
 pany has spent 5,870,505.00 
 
 for new work at collieries. 
 
 And has also paid off its Coal Trust Certificates, 
 
 amounting to 3,600,000.00 
 
 The Reading Iron Company has, out of its earnings rebuilt its 
 entire plant, and it has also acquired a large interest in the Phila- 
 delphia Steel Company; and it is now one of the best-equipped and 
 most successful industrial companies in the country. 
 
 In additional to this general favorable statement of financial 
 management, the stockholders are to be particularly congratulated 
 on the acquisition of the control of the Central Railroad of New 
 Jersey. In 1901 a majority of the capital stock of that Company 
 was purchased. The dividends received from the Central Railroad 
 of New Jersey on the stock purchased have exceeded the annual 
 charge to Reading Company accruing on this transaction, so that 
 the purchase has been profitable in itself; but of far more importance 
 is the general advantage of Reading Company arising from the ac- 
 quisition of this stock, an advantage which cannot be overestimated. 
 It was essential to the future welfare of the Reading Company that 
 it secure and control this only available outlet to the port of New 
 
 York. 
 
 J. Pierpont Morgan, 
 Frederic P. Olcott, 
 C. S. W. Packard, 
 
 Voting Trustees. 
 
 ST. LOUIS AND SAN FRANCISCO RAILROAD COMPANY 
 
 To Holders of Trust Certificates for First Preferred Stock, Second 
 Preferred Stock and Common Stock of the St. Louis & San Francisco 
 
202 FORMS RELATING TO 
 
 Railroad Company issued under the Voting Trust Agreement dated 
 the 1st day of July, 1896, between Louis Fitzgerald, J. Kennedy Tod, 
 Isaac N. Seligman, Siegmund Alsberg, James A. Blair, Benjamin P. 
 Cheney, Samuel C. Eastman and Charles S. Gleed, a Committee under 
 a certain Plan and Agreement for the reorganization of the St. Louis & 
 San Francisco Railway Co., dated the 1st day of April, 1896, parties of 
 the first part, and John A. Stewart, Louis Fitzgerald, J. Kennedy Tod, 
 Isaac N. Seligman, Samuel C. Eastman, Benjamin P. Cheney and 
 James A. Blair, Voting Trustees, parties of the second part: 
 
 Notice is hereby given that, on the 1st day of July, 1901, the St. Louis 
 & San Francisco Railroad Co., having then paid for two consecutive 
 years a four per cent, cash dividend on its preferred stock, the under- 
 signed Voting Trustees will, in accordance with the terms of said Voting 
 Trust Agreement, in exchange for and upon surrender of any stock 
 trust certificates, then outstanding, make delivery of proper certificates 
 for the capital stock of the St. Louis & San Francisco Railroad Co. 
 
 All holders of Stock Trust Certificates, issued under said Voting 
 Trust Agreement, are hereby required to exchange them for certificates 
 of capital stock on said 1st day of July, 1901. 
 
 Stock trust certificates must be presented for exchange to Continen- 
 tal Trust Company of the City of New York, the agent of the Voting 
 Trustees for such purpose, at its office, No. 30 Broad Street, in the City 
 of New York. 
 Dated, New York, June 18, 1901. 
 
 John A. Stewart, 
 Louis Fitzgerald, 
 J. Kennedy Tod, 
 Isaac N. Seligman, 
 Samuel C. Eastman, 
 Benjamin P. Cheney, 
 James A. Blair, 
 
 Voting Trustees. 
 
 New York, June 18, 1901. 
 Referring to the foregoing notice the exchange of stock trust cer- 
 tificates for stock certificates may be made at any time after the 30th 
 
VOTING TRUSTS 203 
 
 day of June, 1901, but not more than one hundred schedules per diem 
 will be received by the undersigned. 
 
 All stock trust certificates surrendered for exchange must be properly 
 endorsed in blank by the registered holder thereof. If stock certificates 
 are desired in any name other than that appearing on the face of the 
 surrendered trust certificate, the endorsement by the registered holder 
 must be acknowledged before a Notary Public, or be attested by some 
 person or firm satisfactory to the undersigned. 
 
 Holders transmitting trust certificates by mail or express will please 
 indicate whether they desire the certificates of stock to be sent by mail 
 or by express at their expense. 
 
 In exchange for all stock trust certificates so surrendered there will be 
 delivered receipts entitling the party therein named to receive stock 
 certificates of the character and amount specified therein as soon as 
 they can be prepared for delivery. 
 
 Continental Trust Co. of the City of New York, 
 
 by Willard V. King, 
 Secretary. 
 
 THE BALTIMORE AND OHIO RAILROAD COMPANY 
 
 Dissolution of Voting Trust 
 
 Notice of Call of Stock Trust Certificates for Exchange for Stock 
 
 Certificates 
 
 To the Holders of Stock Trust Certificates for the Preferred and Com- 
 mon Stock of the Baltimore & Ohio Railroad Company : 
 
 Holders of stock trust certificates issued by or on behalf of the Voting 
 Trustees under the voting trust agreement, dated June 22, 1898, entered 
 into pursuant to the plan and agreement of the same date for the re- 
 organization of the Baltimore & Ohio Railroad Company, are hereby 
 notified that in the exercise of the power conferred by said voting trust 
 agreement, the undersigned Voting Trustees call upon all holders of 
 
204 FORMS RELATING TO 
 
 stock trust certificates issued under said voting trust agreement to 
 exchange the same for certificates of capital stock on or after Septem- 
 ber 12, 1901. 
 
 Stock trust certificates properly endorsed in blank by the registered 
 holder thereof must be presented for exchange on or after said date to 
 The Standard Trust Company of New York, the agent of the Voting 
 Trustees, at its office, No. 25 Broad Street, in the City of New York, 
 which will issue in the first instance vouchers entitling the holder 
 therein named to receive stock certificates for the amount therein 
 specified of preferred or common stock, as the case may be, as soon as 
 the same can be prepared for delivery. 
 
 Messrs. Speyer Brothers, No. 7 Lothbury, London, will receive 
 stock trust certificates in London for exchange, issuing therefor their 
 own receipts, exchangeable at their office for stock certificates as soon as 
 received. 
 
 Dated New York, August 6, 1901. 
 
 William Salomon, 
 
 Otto H. Kahn, 
 
 Martin Ekdmann, Voting Trustees. 
 
 Louis Fitzgerald, 
 
 Charles Steele, 
 
 BANKERS TRUST COMPANY 
 
 To the Holders of Voting Trust Certificates of shares of capital 
 stock of Bankers Trust Company, issued pursuant to Voting 
 Trust Agreement, dated March 9, 1912: 
 
 The undersigned Voting Trustees have filed with the Bankers 
 Trust Company in accordance with the provisions of said agreement 
 a declaration to the effect that said agreement shall terminate on 
 October 27, 1913, and a copy of such declaration is as follows: 
 
 "To the Holders of Voting Trust Certificates of shares of stock 
 of Bankers Trust Company, issued pursuant to Voting Trust Agree- 
 ment, dated March 9th, 1912: 
 
 "The undersigned Voting Trustees under the above-mentioned 
 
VOTING TRUSTS 205 
 
 agreement do hereby exercise their discretion in terminating said agree- 
 ment, and do hereby declare that said agreement shall terminate and 
 come to an end in accordance with its provisions on October 27th, 1913. 
 Dated, New York, October 17th, 1913. 
 
 Yours very truly, 
 Henry P. Davison, 
 Geoege B. Case, 
 Daniel G. Reid, 
 
 Voting Trustees." 
 
 In accordance with the provisions of said agreement, holders of 
 Voting Trust Certificates are hereby required to deposit as soon as 
 possible with Bankers Trust Company, No. 16 Wall Street, New 
 York City, their Voting Trust Certificates duly endorsed in blank 
 or accompanied by proper blank transfer or powers of attorney. 
 On and after October 27th, 1913, Bankers Trust Company will be 
 authorized to exchange such Voting Trust Certificates for temporary 
 certificates of stock representing a like number of shares called for 
 by the Voting Trust Certificates thus deposited. Such temporary 
 certificates of stock will be exchangeable for permanent engraved 
 certificates on and after January 15, 1914. 
 
 Under the provisions of the New York Law, a stock transfer tax 
 of two cents (2c) for each share of stock thus transferred must be 
 paid, and in order to complete such transfer and exchange, holders 
 of Voting Trust Certificates are required to pay in with their cer- 
 tificates the amount of such tax. 
 
 Enclosed is a written form of instruction to the Bankers Trust 
 Company, which should be signed and deposited with the Trust 
 Company at the time' of making such exchange. 
 
 On and after October 27th, 1913, no further transfers of Voting 
 
 Trust Certificates will be made. 
 
 Dated, New York, October 17th, 1913. 
 
 Yours very truly, 
 Henry P. Davison, 
 George B. Case, 
 Daniel G. Reid, 
 
 Voting Trustees. 
 
206 FORMS RELATING TO 
 
 THE COLORADO AND SOUTHERN RAILWAY COMPANY 
 
 To Holders of Trust Certificates for First Preferred Stock and 
 Common Stock of the Colorado and Southern Railway Company, 
 issued under the Voting Trust Agreement dated the 31st day of 
 December, 1898, between Grenville M. Dodge, J. Kennedy Tod, 
 Henry Budge, Oliver Ames, Harry Walters, Norman B. Ream, 
 Henry Levis and Uriah Herrmann, a Committee under a certain 
 plan and agreement for the reorganization of the Union Pacific, 
 Denver and Gulf Railway Company, dated September 29th, 1898, 
 parties of the first part, and Grenville M. Dodge, Frederic P. 01- 
 cott, Harry Walters, Henry Budge, and J. Kennedy Tod, Voting 
 Trustees, parties of the second part: 
 
 Notice is hereby given that the undersigned, Voting Trustees, 
 have in their discretion decided to terminate said Voting Trust 
 Agreement on the first day of April, 1905, and that on said first day 
 of April, 1905, they will, in accordance with the terms of said Voting 
 Trust Agreement and in exchange for and upon surrender of any 
 stock trust certificates then outstanding, make delivery of proper 
 certificates for the capital stock of the Colorado and Southern 
 Railway Company. 
 
 All holders of stock trust certificates issued under said Voting 
 Trust Agreement are hereby required to exchange them for certifi- 
 cates of capital stock on said first day of April, 1905. 
 
 The stock trust certificates must be presented for exchange to 
 Messrs. Hallgarten & Co., the agents of the Voting Trustees for 
 such purposes, at their office, No. 5 Nassau Street, in the City of 
 New York. 
 
 Dated, New York, February 1, 1905. 
 
 Grenville M. Dodge, 
 Fbederic P. Olcott, 
 H. Walters, 
 Henry Budge, 
 J. Kennedy Tod, 
 
 Voting Trustees. 
 
VOTING TRUSTS 207 
 
 Referring to the foregoing notice, the exchange of stock trust cer- 
 tificates for stock certificates may be made at any time after the first 
 day of April, 1905, but not more than 100 schedules per diem will 
 be received by the undersigned. 
 
 All stock trust certificates surrendered for exchange must be 
 properly endorsed by the registered holder thereof, either in blank 
 or to the order of the Voting Trustees. If stock trust certificates 
 are desired in any name other than that appearing on the face of 
 the surrendered trust certificate, the endorsement by the registered 
 holder must be acknowledged before a Notary Public, or be attested 
 by some person or firm satisfactory to the undersigned. 
 
 Holders transmitting the trust certificates by mail or express will 
 please indicate whether they desire the stock certificates to be sent 
 by mail or by express at their expense. 
 
 In exchange for all stock trust certificates so surrendered, there 
 will be delivered receipts entitling the party therein named to re- 
 ceive stock certificates of the character and amount specified therein 
 as soon as they can be prepared for delivery. 
 
 Hallgarten & Co. 
 
 INTERNATIONAL MERCANTILE MARINE COMPANY 
 
 Voting Trust Dissolution. Notice and Call. 
 
 Holders of stock trust certificates of the Voting Trustees under 
 the Voting Trust Agreement dated October 28, 1902, by and be- 
 tween International Navigation Company, Ltd., and J. Pierpont 
 Morgan and others, as Voting Trustees, which said agreement was 
 extended so as to expire October 1, 1917, are hereby notified that in 
 the exercise of the discretionary powers vested in them by said 
 Voting Trust Agreement, the Voting Trustees have resolved and 
 determined that the said Voting Trust shall terminate February 23, 
 1915, and that on and after said date certificates for preferred stock 
 and for common stock of International Mercantile Marine Company, 
 shall and may be delivered upon surrender of and in exchange for 
 corresponding stock trust certificates of the Voting Trustees. 
 
208 FORMS RELATING TO 
 
 All holders of stock trust certificates issued under said Agreement 
 are hereby called upon to exchange the same for corresponding cer- 
 tificates of capital stock of International Mercantile Marine Company 
 on or after February 23, 1915. 
 
 Exchanges will be made at the agency of the Voting Trustees, 
 51 Newark Street, Hoboken, New Jersey. 
 
 No stock trust certificates will be received except upon payment 
 of the amount of the Federal stock transfer stamp tax of two cents 
 per share. 
 
 Dated, Hoboken, New Jersey, December 23, 1914. 
 
 J. Bkuce Ismat, 
 Pirrie, 
 
 P. A. B. WlDENEB, 
 
 Charles Steele, 
 Surviving Voting Trustees. 
 
 December 23, 1914. 
 
 To the Holders of Stock Trust Certificates for Preferred and 
 Common Stock of International Mercantile Marine Company: 
 
 Pursuant to the above notice and call, the Voting Trustees will be 
 prepared, on and after February 23, 1915, to begin delivery of cer- 
 tificates of stock in exchange for stock trust certificates at the 
 Agency of the Voting Trustees of the International Mercantile 
 Marine Company, No. 51 Newark Street, Hoboken, New Jersey. 
 
 One hundred schedules per diem will be received. 
 
 For all stock trust certificates surrendered for exchange, together 
 with the amount of the Federal stock transfer stamp tax, there will 
 be delivered vouchers entitling the holder to receive stock certificates 
 as soon as prepared for delivery. 
 
 Holders transmitting stock trust certificates by mail will please 
 indicate whether they wish the new securities to be sent by registered 
 mail or by express at their expense. 
 
 J. P. Morgan & Co., 
 Agents for Voting Trustees. 
 
VOTING TRUSTS 209 
 
 NATIONAL RAILROAD COMPANY OF MEXICO 
 
 To Holders of Trust Certificates for Preferred and Common Stock 
 of National Railroad Company of Mexico, issued under the 
 Voting Trust Agreement dated the 15th day of March, 1902: 
 
 Notice is hereby given of the dissolution of the above-mentioned 
 Voting Trust Agreement and that on the 27th day of July, 1903, 
 the undersigned Voting Trustees will, in accordance with the terms 
 of said agreement, in exchange for and upon the surrender of any 
 stock trust certificates then outstanding, make delivery of certificates 
 of stock of the National Railroad Company of Mexico. 
 
 All holders of stock trust certificates issued under said voting 
 trust are hereby required to exchange them for certificates of capital 
 stock on said 27th day of July, 1903. 
 
 Stock trust certificates must be presented for exchange to Speyer 
 & Co., at their office in the City of New York, or to Speyer Brothers, 
 at their office in the City of London, or to Teixeira de Mattos 
 Brothers, at their office in the City of Amsterdam, the agents of the 
 Voting Trustees for such purposes. 
 Dated, New York, June 25th, 1903. 
 
 James Speyer, 
 Jacob H. Schifp, 
 Edgar Speyer, 
 Voting Trustees. 
 
 NORTHERN COLORADO POWER COMPANY 
 
 To the Holders of Voting Trust Certificates Representing Pre- 
 ferred or Common Stock of the Northern Colorado Power Company: 
 
 The undersigned, Harry Bronner, James N. Wallace and John F. 
 Wallace, Voting Trustees under the agreement dated May 15, 1906, 
 between J. J. Henry, Harry Bronner, George C. Smith and James 
 N. Wallace, as extended by an agreement dated May 9, 1911, be- 
 
210 FORMS RELATING TO 
 
 tween Norman Hall and the undersigned, having decided to ter- 
 minate the Voting Trust existing by virtue of said agreements and 
 to make delivery to the holders of voting trust certificates outstand- 
 ing under said agreements, of the certificates of stock of The North- 
 ern Colorado Power Company, preferred and common, represented 
 by said voting trust certificates. 
 
 The undersigned have, therefore, pursuant to the terms of said 
 agreements deposited with Central Trust Company of New York 
 certificates, accompanied by proper instruments of transfer in blank, 
 of stock in The Northern Colorado Power Company to the respec- 
 tive amounts of the preferred and common stock of said Company 
 called for by the voting trust certificates outstanding with authority 
 in writing to said Central Trust Company of New York to deliver 
 the same in exchange for voting trust certificates when and as sur- 
 rendered for exchange, duly endorsed for transfer in blank. 
 
 You are requested to surrender your voting trust certificates, 
 duly endorsed for transfer or accompanied by proper instruments of 
 transfer in blank, to Central Trust Company of New York, on 
 January 30, 1913, or as soon thereafter as possible for exchange into 
 stock certificates. 
 
 Holders of outstanding voting trust certificates issued under said 
 voting trust agreement, dated May 15, 1906, and who did not be- 
 come parties in said extension agreement dated May 9, 1911, are 
 requested to surrender their voting trust certificates, duly endorsed 
 in blank for transfer or accompanied by proper instruments of 
 transfer in blank, to Central Trust Company of New York, for 
 exchange into stock certificates as soon as possible. 
 Dated, New York, January 14, 1913. 
 
 Harry Bronner, 
 James N. Wallace, 
 John F. Wallace, 
 
 Votinq Trustees. 
 
VOTING TRUSTS 211 
 
 NORTHERN PACIFIC RAILWAY COMPANY 
 
 Voting Trustees 
 November 12, 1900 
 
 The undersigned being all of the Voting Trustees named in and 
 made parties to a certain Agreement made in the City of New York, 
 December 1, 1896, by and between J. P. Morgan & Co., Reorganiza- 
 tion Managers, parties of the first part, and the undersigned Voting 
 Trustees, parties of the second part, have resolved and determined, 
 and hereby do resolve and determine, that delivery of stock certif- 
 icates under the said Agreement, in exchange for stock trust certif- 
 cates issued in respect thereof, shall be made before the first day of 
 November, to wit, whenever on or after the second day of January, 
 1901, any such stock trust certificates may be received by the Voting 
 Trustees for such exchange. The undersigned further have resolved 
 and determined, and hereby further do resolve and determine, that 
 upon the receipt of any such stock trust certificates at any time on 
 or after the second day of January, 1901, the Voting Trustees and 
 their agents, Messrs. J. P. Morgan and Co., and the Deutsche Bank 
 be and hereby they are authorized and directed from time to time 
 to deliver certificates of stock of the Northern Pacific Railway Com- 
 pany to the amount and of the character specified in the stock trust 
 certificate so received by them; and the Voting Trustees and their 
 said agents are hereby authorized to do and to perform all acts 
 reasonably necessary or proper to enable them to make such exchange 
 and delivery; provided that upon receipt thereof, every surrendered 
 stock trust certificate shall be cancelled. Exchanges and deliveries 
 may be made at the rate of one hundred schedules per diem. 
 
 All stock certificates held by the Voting Trustees or their agents, 
 J. P. Morgan & Co. or the Deutsche Bank, after cancellation shall 
 be delivered by them to the Railway Company as custodian to 
 hold the same, for the protection of the Voting Trustees. 
 
 The undersigned further have resolved and determined, and hereby 
 
212 FORMS RELATING TO 
 
 further do resolve and determine, that a Notice and a Call, sub- 
 stantially in the form of that hereunto annexed, shall be published 
 in one or more newspapers in each of the Cities of New York, 
 Berlin, and London, once in each week for ten weeks beginning on 
 or about the 13th day of November, 1900, and that a circular stating 
 the results of the management of the railway during the continuance 
 of the Voting Trust be mailed to the holders of stock trust certif- 
 icates. 
 
 J. PlEEPONT MOBGAN, 
 
 Geoeg von Siemens, 
 
 Johnston Livingston, \ Voting Trustees. 
 
 August Belmont, 
 
 Charles Lanier, 
 
 NORTHERN PACIFIC RAILWAY COMPANY 
 
 Voting Trustees 
 Notice and Call 
 
 Holders of Stock Trust Certificates issued by or in behalf of the 
 Voting Trustees under the Agreement made December 1, 1896, 
 by and between J. P. Morgan & Co., Reorganization Managers, 
 under a certain Plan and Agreement for the Reorganization of the 
 Northern Pacific Railroad System, parties of the first part and the 
 Voting Trustees, parties of the second part, thereto, are hereby notified 
 that in the exercise of their discretionary powers reserved and au- 
 thorized by the said Voting Trust Agreement, the Voting Trustees 
 have resolved and determined that certificates for the stock of the 
 Northern Pacific Railway Company shall and may be delivered in 
 exchange for and upon surrender of corresponding stock trust cer- 
 tificates before the first day of November, 1901, to wit at any time 
 on or after the 2d day of January, 1901. 
 
 All holders of the Stock Trust Certificates issued under said 
 Agreement are hereby called upon to exchange the same for corre- 
 sponding certificates of capital stock of the Northern Pacific Rail- 
 way Company at any time on or after the 2d day of January, 1901. 
 
VOTING TRUSTS 213 
 
 All Stock Trust Certificates surrendered for exchange must be 
 properly endorsed in blank by the registered holder thereof. 
 
 Stock Trust Certificates issued in New York must be presented 
 for exchange to J. P. Morgan & Co., agents of the Voting Trustees 
 in New York. Stock Trust Certificates issued in Berlin must be 
 presented for exchange to the Deutsche Bank, agents of the Voting 
 Trustees in Berlin. Such exchanges may be made on or after the 
 second day of January, 1901; but not more than one hundred sched- 
 ules per diem will be received by the Agents in either city. 
 
 In exchange for all Stock Trust Certificates so surrendered, there 
 will be delivered vouchers entitling the party therein named to receive 
 stock certificates of the character and amount therein specified as 
 soon as the same can be prepared for delivery. 
 
 J. Pierpont Morgan, 
 
 Georg von Siemens, 
 
 Johnston Livingston, \ Voting Trustees. 
 
 August Belmont, 
 
 Charles Lanier, 
 
 COLORADO MIDLAND RAILWAY COMPANY 
 
 Stock Trust Certificates 
 
 Notice is hereby given that the Voting Trustees, with the written 
 consent of the holders of a majority in interest of the outstanding 
 Stock Trust Certificates, have sold all of the stock of the Colorado 
 Midland Railway Company represented by said certificates, and 
 that holders of certificates will be paid therefor at the rate of $30 
 per share for Preferred Stock and $12.50 per share for Common 
 Stock at the office of the Central Trust Company, 54 Wall Street, 
 New York, after July 2, 1900, upon surrender of their certificates 
 duly endorsed in blank. 
 
 New York, July 2, 1900. 
 
 Frederic P. Olcott, 
 Chairman, Voting Trustees. 
 
214 FORMS RELATING TO 
 
 LONG ISLAND RAILROAD COMPANY 
 
 To the Holders of Voting Trust Certificates of Stock of the Long Island 
 Railroad Co., issued by the United States Mortgage & Trust Co., 
 Agent, under the Agreement of February 1st, 1897: 
 
 You are hereby notified that an agreement has been made for the 
 sale of the majority of the capital stock of the Long Island Railroad 
 Company represented by the Voting Trust Certificates issued under 
 the agreement of February 1st, 1897. On application at the office of 
 the United States Mortgage and Trust Company, prior to June 1st, 
 1900, full particulars will be given to any certificate-holder. It is 
 important that every holder who desires to avail himself of this oppor- 
 tunity to dispose of his interest should communicate in person with the 
 undersigned within the time mentioned. 
 
 United States Mortgage & Trust Co., 
 
 Agent. 
 by George W. Young, 
 President. 
 
 New York, May 14, 1900. 
 The Transfer Books of the Voting Trustees for Voting Trust Cer- 
 tificates representing shares of stock of the Long Island Railroad Com- 
 pany will be closed at 3:00 p. m. on June 1st, 1900, and will remain 
 closed until further notice. 
 
 United States Mortgage & Trust Co., 
 Agent far the Voting Trustees. 
 by George W. Young, 
 President. 
 
 ST. LOUIS, IRON MOUNTAIN AND SOUTHERN RAILWAY 
 
 COMPANY 
 
 In Pursuance of the Areement, dated November 27, 1878 under 
 which nearly all the shares of stock of the St. Louis, Iron Mountain 
 
VOTING TRUSTS 215 
 
 & Southern Railway Company have been transferred to us, as 
 trustees of the stock Trust therein mentioned, notice is hereby given 
 to all to whom it may concern, that the said railway company has 
 notified us that it claims that the time has arrived, when, according 
 to the provisions of said agreement, the said stock trust is to ter- 
 minate, and that in our opinion it is so, and that we intend to take 
 action accordingly by transferring the said shares of stock to the 
 Farmers' Loan and Trust Company for distribution, after the pub- 
 lication of this notice, for the time and in the manner prescribed by 
 the said agreement in that behalf. — Dated New York, March 13, 
 
 1880. 
 
 Robeet Lenox Kennedy, 
 
 Trustees 
 
 Samuel G. Ward, 
 Thomas Allen, 
 Nelson M. Beckwith, 
 Charles H. Marshall. 
 
INDEX 
 
 Adams, Edward D., 80 
 Agent of trustees, 85 
 Agreement for office, 120 
 Alabama Consolidated Coal and 
 
 Iron Co., 79, 80 
 Albany and Susquehanna R. R. 
 
 Co., 35 
 Allen, Thomas, 215 
 Allis-Chalmers Manufacturing 
 
 Co., 16, 37, 38, 40, 50, 77, 93 
 Alsberg, Siegmund, 202 
 American Bicycle Co., 47 
 American Gas and Electric Co., 40 
 American Power and Light Co., 
 
 40 
 American Surety Co., 66 
 American Telephone and Tele- 
 graph Co., 29 
 Ames, Oliver, 206 
 Anthony and Scovill Co., 74, 76, 
 
 88, 136 
 Argus Co., 28 
 Atchison, Topeka and Santa Fe 
 
 R. R. Co., 6, 25, 42, 58, 69, 91 
 Atlantic and Great Western, 8, 83 
 Atlantic and Pacific R. R. Co., 5, 
 
 21, 42, 69, 91 
 
 B 
 
 Bache v. Central Leather Co., 30, 
 
 108, 114 
 Baker, George F., 10, 45, 139, 148, 
 
 179, 188, 190, 191 
 
 Baldwin, Simeon E., 19, 34 
 Baltimore and Ohio R. R. Co., 3, 
 
 40, 41, 75, 81, 82, 88, 91, 93, 
 160, 203 
 
 Baltimore, Chesapeake and At- 
 lantic Ry. Co., 76 
 Bank of Los Banos v. Jordan, 35 
 Bankers Life Insurance Co., 22 
 Bankers Trust Co., 18, 24, 38, 
 
 41, 53, 70, 81, 89, 90, 93, 204 
 Baring Brothers and Co., 4 
 Barnes v. Brown, 28 
 
 Bath Portland Cement Co., 44, 92 
 Bay State Co., 67 
 Beckwith, Nelson M., 215 
 Belmont, August, 57, 80, 170, 
 
 173, 175, 176, 182, 212, 213 
 Belmont & Co., 173, 175, 176, 182 
 Bennett, Walter H., 136 
 Berwind, Edward J., 170, 173, 
 
 175, 176, 182 
 Bethlehem Steel Co., 16 
 Bischoff, Henry, 110 
 Blair, James A., 202 
 Blatchford, Samuel, 104 
 Bliss, George, 12, 191 
 Bonbright v. State, 133 
 Booth Fisheries Co., 21 
 Boston and Maine R. R. Co., 11 
 Boston Railroad Holding Co., 11 
 Boston United Gas Co., 67 
 Bowditch v. Jackson Co., 101 
 Boyer v. Nesbitt, 103 
 Brady, Anthony N., 151, 153, 154, 
 
 155, 159 
 
 217 
 
218 
 
 INDEX 
 
 Bridgers v. First National Bank, 
 
 102, 106 
 Bridgers v. Staton, 120 
 Brightman v. Bates, 101 
 Bronner, Harry, 209, 210 
 Brown, John Crosby, 12, 191 
 Brown Brothers & Co., 6, 82 
 Brown v. Pacific Mail S. S. Co., 6, 
 
 104 
 Budge, Henry, 206 
 Byington v. Piazza, 66 
 
 C 
 
 California Petroleum Co., 92, 93, 
 
 94, 161 
 Canfield, C. A., 162 
 Capitalization, change in, 14, 
 
 45-51, 158 
 Carnegie Trust Co. v. Security 
 
 Life Ins. Co., 104, 129, 130 
 Case, George B., 205 
 Case (J. I.) Threshing Machine 
 
 Co., 94 
 Central American Growers Co., 21 
 Central Fuel Oil Co., 41 
 Central Iron and Steel Co., 43 
 Central Leather Co., 30, 108, 114 
 Central New England Ry. Co., 
 
 17, 20 
 Central R. R. of New Jersey, 
 
 200, 201 
 Central Trust Co., 42, 48, 66, 
 
 116, 117, 152-155, 167, 169, 
 
 194, 195, 198, 210, 213 
 Certificate of incorporation, 59, 
 
 60, 61, 127, 128 
 Certificates, forms of, 160 
 Chapman v. Bates, 102, 132 
 Cheney, Benjamin P., 202 
 Chesapeake and Ohio Ry. Co., 3, 
 
 12, 24, 190 
 
 Chicago, Alton and St. Louis, 6 
 Chicago and Atlantic Ry. Co., 8, 9 
 Chicago City and Connecting 
 
 Kys., 21, 90, 97 
 Chicago City Ry. Co., 21, 34, 91 
 Chicago Great Western R. R. Co., 
 
 4, 24, 38, 40, 50, 53, 69, 78, 82, 
 
 89, 90, 93, 138, 191 
 Chicago Southern Ry. Co., 21, 74, 
 
 88 
 Chicago Railways Co., 15, 21, 64 
 Choice of voting trustees, 78 
 Cincinnati, Hamilton and Day- 
 ton R. R. Co., 9, 100, 121, 163 
 Cincinnati, Hamilton and Dayton 
 
 Ry. Co., 75 
 Clarke v. Central R. R. & B. Co., 
 
 123 
 Collateral trust agreement, 95 
 Colorado and Southern Ry. Co., 
 
 17, 50, 53, 90, 206 
 Colorado Midland Ry. Co., 58, 
 
 69, 74, 213 
 Colorado, Wyoming and Eastern 
 
 Ry. Co., 63 
 Columbia Trust Co., 92, 154, 
 
 155 
 Columbia-Knickerbocker Trust 
 
 Co., 162 
 Commonwealth v. Bringhurst, 29 
 Commonwealth v. Roydhouse, 
 
 88, 125 
 Commonwealth v. Union Trac- 
 tion Co., 133 
 Compensation of trustees, 38, 144 
 Conev. Russell, 105, 119 
 Connecticut Co., 10 
 Consents by certificate holders, 
 
 45-51, 84 
 Consideration supporting voting 
 
 trust, 126, 127 
 
INDEX 
 
 219 
 
 Consumers' Gas Trust Co., 21, 
 
 59, 60, 128 
 Consumers' Gas Trust Co. v. 
 
 Quinby, 60 
 Continental Trust Co., 202, 203 
 Cook, W. W., 29 
 Corbin, Austin, 80 
 Corporation as voting trustee, 
 
 85, 88, 92 
 Coster, Charles H., 161, 179, 188 
 Crane, George F., 167, 168 
 Criticisms of voting trusts, 19, 
 
 21, 22, 23, 28, 31, 33, 130 
 Custody of stock certificates, 91 
 Cuyahoga Telephone Co., 53 
 
 D 
 
 Davison, Henry P., 205 
 
 Deere & Co., 21 
 
 Deering, Charles, 82 
 
 Delivery of stock, 2, 77 
 
 Denver and Salt Lake R. R. Co., 
 40 
 
 Denver, Northwestern and Pacific 
 Ry. Co., 79, 87, 90 
 
 Denver Railway Securities Co., 21 
 
 Deposit agreements, 2 
 
 Depositary, 85, 91, 93 
 
 Detroit Southern Ry. Co., 95 
 
 Deutsche Bank, 81, 211, 213 
 
 Deutsche Treuhand-Gesellschaft, 
 117 
 
 Directors, election of, 14, 41, 86 
 
 Directors, nomination of, 42, 43 
 
 Discretionary power of trustees, 
 132 
 
 Discretionary termination, 10, 
 14, 52 et seq., 203 
 
 Dissolution of trust, see termina- 
 tion 
 
 Distillers Securities Corporation, 
 
 128 
 Dividends, 2, 36, 37, 137, 156 
 Dodge, Grenville M., 206 
 Doheny, E. L., 162 
 Drexel and Co., 199 
 Drexel, Morgan and Co., 191 
 "Dry" trust, 106, 125, 126 
 Dubuque and Sioux City R. R. 
 
 Co., 76 
 Dunning, William F., 62 
 Durant, William C, 151, 153, 
 
 154, 155, 159 
 Duration of voting trusts, 20, 21, 
 
 105, 106, 122, 123, 137, 142, 
 
 150, 156, 168 
 
 E 
 
 Eastman, Samuel C, 202 
 
 Edenborn, William, 193 
 
 Elger v. Boyle, 110 
 
 Ellis Granite Co., 92 
 
 Equitable Life Assurance So- 
 ciety, 81, 148 
 
 Erdmann, Martin, 204 
 
 Erie R. R. Co., 3, 7, 8, 9, 24, 38, 
 40, 41, 57, 58, 79, 81, 85, 88, 
 90, 93, 196 
 
 European and Northern Ameri- 
 can Ry. Co., 5 
 
 Events of Termination, 7, 8, 9, 
 17, 52 et seq., 142, 156, 180, 196, 
 198, 202 
 
 Exclusive voting trust, 128, 
 129 
 
 Expenses of trustees, 38, 39 
 
 Extension agreement, forms of, 
 170 
 
 Extension of trust, 10, 70, 93, 
 170 
 
220 
 
 INDEX 
 
 Farmers' Loan and Trust Co., 6, 
 
 165, 215 
 Farmers' Loan and Trust Co. v. 
 
 Chicago and Atlantic Ry. Co., 
 
 9 
 Faulds v.Yates, 103 
 Fennessy v. Ross, 120 
 Finance and Holding Corporation, 
 
 71 
 First National Bank of New York, 
 
 64,85 
 First National Bank of Tarboro, 
 
 21 
 First Security Co., 44, 64, 85 
 First Trust and Savings Bank, 
 
 192, 193 
 Fisher v. Bush, 108, 121 
 Fisheries Co., 66 
 Fisk, Pliny, 80 
 Fitzgerald, Louis, 9, 161, 193, 
 
 194, 197, 202, 204 
 Fleming, Robert, 139, 148, 191 
 Florida East Coast Ry. Co., 97 
 Foreclosure, 12, 13 
 Fowler, Thomas P., 62 
 Freedman, Andrew, 170, 173, 
 
 175, 176, 182 
 
 G 
 
 Gage v. Fisher, 121 
 Gardiner, George H., 139 
 Gardner, Rathbone, 10 
 Gates, John W., 193, 194 
 General Asphalt Co., 52 
 General Motors Co., 81, 89, 93, 
 
 151 
 Genesee Valley Canal R. R. Co., 
 
 121 
 Gleed, Charles S., 202 
 
 Gould, George J., 194 
 
 Gray v. Bloomington and Normal 
 
 Ry. Co., 132 
 Grenfell, Cecil A., 80 
 Griffith v. Jewett, 9, 105 
 Guaranty Trust Co., 19, 24, 37, 
 
 40, 53, 71, 77, 96, 173, 175, 176 
 Guernsey v. Cook, 120 
 Guggenheim, Solomon R., 182 
 
 H 
 
 Hafer v. New York, Lake Erie 
 and Western Ry. Co., 9, 110, 
 121 
 
 Haines v. Kinderhook and Hud- 
 son Ry. Co., 133 
 
 Hall v. Merrill Trust Co., 76 
 
 Hall, Norman, 210 
 
 Hallgarten & Co., 207 
 
 Hamlin, Hannibal, 5 
 
 Harriman, Edward H., 194 
 
 Harrity, William F., 193 
 
 Harvey v. Linville Improvement 
 Co., 29, 104, 105 
 
 Hawley, Edwin, 182 
 
 Hayford, William B., 5 
 
 Hecksher, August, 193 
 
 Hemphill, Alexander J., 80 
 
 Henry, G. G., 162 
 
 Herrmann, Uriah, 206 
 
 H-0 Co., 92 
 
 Holmes, Oliver Wendell, 101, 106 
 
 Hoyt, Colgate, 168 
 
 Hoyt, Gerald L., 182 
 
 Hubbard, Thomas H,, 195, 196 
 
 Hudson and Manhattan Ry. Co., 
 42, 133 
 
 I 
 
 Increase of stock, 40, 46 
 Indefiniteness of duration, 123 
 
INDEX 221 
 
 Indefiniteness of terms, 105 Kidder, Peabody and Co., 25, 26 
 
 Indian Refining Co., 79, 90, 91 Kinderhook and Hudson Ry. Co., 
 Instructions to trustees, 42, 43, 78 
 
 44, 104 Knickerbocker Investment Co. 
 
 Interborough-Metropolitan Co., v. Voorhees, .22 
 70, 71, 77, 82, 89, 93, 94, 170, Knowlton, Marcus P., 11 
 181 Kreissel v. Distilling Co., 129 
 
 International Agricultural Cor- Kuhn, Loeb and Co., 67, 160 
 
 poration, 38, 40, 52 
 International Fire Engine Co., t 
 
 15, 78 
 International Harvester Co., 8, Lake Street Elevated Ry. Co., 69 
 
 40, 52, 82, 89, 93, 163, 192 Lambert, John, 193 
 International Mercantile Marine Lane, William C, 164 
 Co., 4, 15, 50, 53, 70, 72, 76, 90, Lanier, Charles, 10, 57, 179, 188, 
 95, 183, 207 190, 212, 213 
 
 International Navigation Co., Laramie, Hahn's Peak and Pacifie 
 
 Ltd., 207 Ry. Co., 63 
 
 International Nickel Co., 44, 79 Lawyers Surety Co., 66 
 Interstate Telephone Co., 78 Ledyard, Lewis Cass, 148, 151 
 
 Irvin, Richard, Jr., 62 Lehigh Coal and Navigation Co., 
 
 Ismay, J. Bruce, 184, 208 15, 74, 92 
 
 Ives, Brayton, 80 Levis, Henry, 206 
 
 Limitations on power of trustees, 
 J 14, 43, 44, 45 
 
 Linville Improvement Co., 88 
 Livingston, Johnston, 57, 212, 
 
 213 
 London and County Banking Co. 
 v. London and River Plate 
 
 Jackson Co., 75, 101 
 Jewett, Hugh J., 8, 9, 163 
 
 K 
 
 Kahn, Otto H., 194, 204 Bank, 115 
 
 Kansas City and Memphis Ry. Long Island R. R. Co., 76, 92, 
 
 Co., 79 214 
 
 Kansas City, Pittsburg and Gulf Loose-Wiles Biscuit Co., 69, 92, 
 
 R. R. Co., 193 93, 94 
 
 Kansas City Southern Ry. Go., Louisiana and Arkansas R. R. 
 
 15, 76, 79, 95, 193 Co., 92 
 
 Kansas Pacific Ry. Co., 6 Louisville Home Telephone Co., 
 
 Katzler v. Bensinger, 120 88 
 
 Kennedy, Robert Lenox, 5, 215 Louisville, St. Louis and Texas, 
 
 Keystone Telephone Co., 70 74,83 
 
222 
 
 INDEX 
 
 M 
 
 Maine Central R. R. Co., 5 
 Marquand, Henry G., 4 
 Marshall, ^Charles H., 215 
 Marylaad, Statutes of, 40, 94, 
 
 117, 118 
 Massachusetts Electric Com- 
 panies, 97 
 Matter of Argus Co., 28 
 Maxwell Motor Co., 37, 50, 86, 
 
 93 . 
 McCali Ferry Power Co., 79 
 McCormick, Cyrus H., 82, 193 
 McCrum-Howell Co., 50, 79 
 Meetings of certificate holders, 
 
 46, 48, 84 
 Meetings of trustees, 86 
 Melville, Henry H., 80 
 Mercantile Trust Co., 160, 161, 
 
 194 \ 
 Merrill; Edwin G., 80 
 Merrill; Trust Co., 76 
 Metropplitan West Side Elevated 
 
 R. Ri Co., 52, 92, 194 
 Michigan State Telephone Co., 
 
 53, 92, 93 
 Midland R. R. of New Jersey, 7 
 Midland Valley R. R. Co., 54 
 Milliken Bros., Inc., 75 
 Minority stockholders, 13, 19, 
 
 31, 37 
 Missouri, Kansas and Texas Ry. 
 
 Co., 78 
 Mobile and Chicago R. R. Co., 
 
 78 
 Mobile & Ohio R. R. Co., 6, 43, 
 
 103, 165; 
 Mobile arid Ohio R. R. Co. v. 
 
 Nicholas, 7, 43, 103 
 Moore, John G., 67 
 
 Morel v. Hoge, 123 
 
 Morgan, J. Pierpont, 9, 12, 45, 
 56, 57, 80, 139, 148, 151, 179, 
 184, 188, 190, 191, 197, 201, 
 207, 212, 213 
 
 Morgan, J. P. & Co., 54, 56, 75, 
 79, 80, 138, 141, 148, 184, 186, 
 188, 192, 197, 198, 208, 211-213 
 
 Morgan, J. S. & Co., 79 
 
 Mortgages, consent for, 14, 45-51, 
 146, 168 
 
 Moses v. Scott, 122, 125 
 
 Mutual Union Telegraph Co., 7 
 
 N 
 
 National Asphalt Co., 21, 54 
 
 National R. R. Co. of Mexico, 
 17, 53, 209 
 
 New England Navigation Co., 
 10, 11 
 
 New Hampshire Electric Rail- 
 ways, 97 
 
 New Orleans Terminal Co., 96, 
 165, 166 
 
 New York and New England 
 R. R. Co., 27 
 
 New York, Lake Erie and West- 
 ern R. R. Co., 7, 61, 127 
 
 New York, New Haven and Hart- 
 ford R. R. Co., 10, 11, 30, 63 
 
 New York, Ontario and Western 
 Ry. Co., 21, 62, 63 
 
 New York, Pennsylvania and 
 Ohio R. R. Co., 8, 95 
 
 New York Stock Exchange, 59, 
 72, 195 
 
 New York, Statutes of, 20, 21, 
 40, 62, 94, 113, 117, 118 
 
 Northern Colorado Power Co., 
 53, 209 
 
INDEX 
 
 223 
 
 Northern Pacific R. R. Co., 38, 96 
 Northern Pacific Ry. Co., 3, 16, 
 
 24, 37, 41, 47, 53-56, 76, 78, 80, 
 
 81, 88, 90, 93, 211 
 Northampton Portland Cement 
 
 Co., In re, 133 
 Northwestern Elevated R. R. 
 
 Co., 17, 92 
 Notice of termination, forms of, 
 
 190 
 Noyes, Walter C, 10 
 Number of trustees, 88 
 
 
 
 Objects of voting trusts, 14, 15 
 O'Brien, Morgan J., 148, 151 
 O'Grady v. U. S. Indep. Tel. Co., 
 
 74 
 Olcott, Frederic P., 168, 195, 201, 
 
 206, 213 
 Old Colony Trust Co., 116 
 Omaha Water Co., 17, 21, 39, 58 
 Oregon Railroad and Navigation 
 
 Co., 44, 66, 85, 88, 92, 93, 116 
 Oregon Short Line R. R. Co., 67 
 Owen, Robert L., 24 
 
 Pacific Mail Steamship Co., 6, 76 
 Packard, C. S. W., 201 
 Pam, Max, 193 
 Parkes Manufacturing Co., 22 
 Parties to trust agreement, 93 
 Pennsylvania Co. for Insurances, 
 
 etc., 199 
 Pennsylvania R. R. Co., 6, 29 
 People v. Albany & Susquehanna 
 
 R. R. Co., 35 
 People v. Koenig, 112 
 
 People's Water Co., 42, 92 
 Perkins, George W., 82, 148, 151, 
 
 193 
 Perpetual trust, 6, 21, 59, 123 
 Personnel of trustees, 78 
 Pettit, Silas W., 193 
 Philadelphia and Reading R. R. 
 
 Co., 16, 42, 46, 80, 87, 91, 100, 
 
 126 
 Philadelphia and Reading Coal 
 
 and Iron Co., 46, 201 
 Philadelphia Rapid Transit Co., 
 
 38, 93, 126 
 Philadelphia Steel Co., 201 
 Pirrie, W. J., 184, 208 
 Pitney, Mahlon, 23, 106 
 Pittsburg and Lake Erie R. R. 
 
 Co., 6, 59, 100, 123, 167 
 Pittsburg and Western Ry. Co., 
 
 53 
 Pittsburgh Coal Co., 26 
 Plaintiff, qualification of, 134 
 Plant, Morton F., 182 
 Pledge, power to, 88, 104 
 Pledge, trust certificates under, 
 
 133 
 Pooling agreements, 2 
 Poor, Ruel W., 136 
 Pope, Albert A., 167, 168 
 Pope Manufacturing Co., 47, 48, 
 
 95, 167, 168 
 Powell, Thomas W., 61 
 Powers, general, of voting trus- 
 tees, 2, 14 
 Providence and Danielson Ry. 
 
 Co., 11 
 Proxy by voting trustees, 88 
 Proxy committee, 22, 30, 32 
 Proxy, compared with voting 
 
 trust, 33, 124 
 Public policy, 33, 101, 113 
 
224 
 
 INDEX 
 
 Public Service Commission of 
 
 N. Y., 63 
 Pujo, Arsene P., 23, 24, 64 
 Pure Oil Co., 64, 88, 93 
 Purpose of voting trusts, 16, 18, 
 
 20 
 
 Q 
 
 Quaker Oats Co., 21, 69, 83 
 Qualifications of voting trustees, 
 
 85 
 Qualifying shares, 89 
 
 R 
 
 Railway Co. v. State, 106 
 Read, William A., 168, 195 
 Reading Belt R. R. Co., 200 
 Reading Co., 24, 41, 46, 57, 58, 
 
 77, 81, 88, 90, 93, 198 
 Reading Iron Co., 201 
 Readjustment agreements, 2 
 Ream, Norman B., 206 
 Registrar, 85, 93 
 Reid, Daniel G., 205 
 Reorganizations, 1, 13, 15 
 Reorganization agreements, 2 
 Reorganization committees, 13, 
 
 39,98 
 Reorganization managers, 13, 53, 
 
 54, 
 Resignation of trustees, 81, 144, 
 
 150, 157, 176 
 Restraint on alienation, 33, 53, 
 
 122 
 Restraint on competition, 123 
 Restraint on trade, 121 
 Results of voting trusts, 98 
 Revocable power, 124 
 
 Rhode Island Co., 10 
 Richmond and Danville R. R. 
 
 Co., 128 
 Richmond and West Point T. R. 
 
 & W. Co., 188 
 Richmond Radiator Corporation, 
 
 40, 78, 90 
 Rogers, Henry H., 67 
 Rules of procedure, 85, 144, 157, 
 
 177 
 
 S 
 
 Sale, power of, 11, 52, 74, 138 
 Salomon, William, 161, 204 
 Schiff, Jacob H., 209 
 Seaboard Air Line Ry. Co., 3, 
 
 22, 23, 41, 69, 71, 95 
 Sea View R. R. Co., 11 
 Secret profits, 123 
 Security Life and Annuity Co., 38 
 Seligman, Isaac N., 202 
 Seward, Clarence A., 31 
 Shelmerdine v. Welsh, 87, 126 
 Shepaug Voting Trust cases, 100, 
 
 123 
 Sheppard v. Rockingham Power 
 
 Co., 105, 110 
 Sherman, George, 179, 188 
 Shipley, Samuel R., 193 
 Shonts, Theodore P., 170, 173, 
 
 175, 176, 182 
 Sielcken, Hermann, 193, 194 
 Siemens, Georg von, 57, 80, 81, 
 
 212, 213 
 Smith v. S. F. and N. P. Ry. Co., 
 
 104, 132 
 Smith, George C, 209 
 Smith, Winthrop, 193 
 Smithers, F. S., 167, 168 
 Snow v. Church, 120 
 South Carolina R. R. Co., 43 
 
INDEX 
 
 225 
 
 Southern Indiana Ry. Co., 74 
 Southern Iron and Steel Co., 49, 
 
 79, 80 
 Southern Ry. Co., 4, 7, 10, 24, 
 
 26, 41, 45, 53, 57, 58, 67, 68, 70, 
 
 76, 81, 88, 90, 93, 96, 128, 166, 
 
 179, 184, 188 
 Speyer, Edgar, 209 
 Speyer, James, 209 
 Speyer Bros., 160, 203, 209 
 Speyer & Co., 160, 161, 209 
 St. Louis and San Francisco R. R. 
 
 Co., 6, 16, 17, 42, 57, 69, 91, 96, 
 
 97, 166, 201 
 St. Louis, Arkansas and Texas, 22 
 St. Louis, Iron Mountain and 
 
 Southern Ry. Co., 4, 5, 69, 214 
 St. Louis, Kansas City and North- 
 ern R. R. Co., 6, 59 
 St. Louis, Rocky Mountain and 
 
 Pacific Ry. Co., 69, 75 
 Standard Oil Co., 7, 38, 65, 84, 
 
 88, 97, 121, 169 
 Standard Oil Co. v. United States, 
 
 66 
 Standard Trust Co., 96, 166, 192, 
 
 203 
 State v. Standard Oil Co., 65 
 Staten Island Electric R. R. Co., 
 
 75 
 Statutes, 20, 21, 40, 62, 94, 113, 
 
 117, 118, 128 
 Statutory voting trust, 62 
 Steele, Charles, 184, 204, 208 
 Stevens, F. W., 139 
 Stewart, John A., 5, 202 
 Stillman, James, 193, 194 
 Storrow, James J., 151, 153, 154, 
 
 155, 159 
 Strauss, Frederick, 151, 153, 154, 
 
 155, 159 
 
 Subscription rights, 40 
 Successor trustees, 81, 176; see 
 
 Vacancies 
 Sullivan v. Parkes, 22 
 Sullivan v. Williams, 122 
 Swayze, Francis J., 110, 126 
 Swinyard, Thomas, 62 
 
 Tennant, Charles, 9, 197 
 Termination of trust, 5, 7, 10, 14, 
 
 17, 24, 52 et seq. 
 Termination, notices of, 190 et 
 
 seq. 
 Testamentary trusts, 97, 110, 111 
 Texas and Pacific Ry. Co., 7, 69 
 Thomas, Anthony, J., 179, 188 
 Thompson-Starrett Co. v. Ellis 
 
 Granite Co., 102 
 Title to trust stock, 36, 88 
 Tod, J. Kennedy, 161, 202, 2Q6 
 Toledo Railways and Light Co., 
 
 81 
 Toledo, St. Louis and Kansas 
 
 City R. R. Co., 75, 195 
 Toledo, St. Louis and Western 
 
 R. R. Co., 52, 75, 195 
 Transfer agent, 85, 93 
 Transfer tax, 133 
 Transfer of control, 95 
 Transferability of trust receipts, 
 
 41 
 Trust company as voting trustee, 
 
 2 
 Tunis v. Hestonville, etc., R. R. 
 
 Co., Ill 
 
 U 
 
 Underwood, F. D., 58 
 Union Pacific, Denver and Gulf 
 Ry. Co., 58, 80 
 
226 
 
 INDEX 
 
 Union Terminal Association, 74 
 Union Trust Co. v. Oberg, 133 
 United Button Co., 79, 88 
 United Cigar Manufacturers Co., 
 
 20, 92 
 United Coal Co., 79 
 United Railways Co. of St. Louis, 
 
 52, 82, 87 
 United States Independent Tele- 
 phone Co., 74 
 United States Leather Co., 50 
 United States Mortgage and 
 
 Trust Co., 162, 214 
 United States Motor Co., 50 
 United States Radiator Co. v. 
 
 State, 133 
 United States Shipbuilding Co., 
 
 16 
 United States Pipe Line Co., 85 
 United Water Works Co. v. 
 
 Omaha Water Co., 59 
 Untermyer, Samuel, 24, 46 
 
 Vacancies among trustees, 79, 81, 
 
 144, 150, 157, 176 
 "Vanderbilt, Cornelius, 6 
 Vanderbilt, Cornelius, Jr., 170, 
 
 173, 175, 176, 182 
 Vanderbilt v. Bennett, 6, 123 
 Venner v. Chicago City Ry. Co., 
 
 21, 34, 91 
 Virginia, Statutes of, 128 
 Virginia Iron, Coal and Coke 
 
 Co., 70, 74 
 Voting power, denial of, 112 
 Voting trust agreements, forms 
 
 of, 136 et seq. 
 Voting trust certificates, forms 
 
 of, 140, 153, 160 et seq., 172 
 
 W 
 
 Wallace, James N., 151, 153, 151, 
 155, 159, 209, 210 
 
 Wallace, John F., 209, 210 
 
 Walters, Harry, 206 
 
 Wanamaker, John, 80 
 
 Ward, Samuel G., 215 
 
 Warren v. Pirn, 21, 23, 29, 102, 
 105, 108, 110, 124, 126 
 
 Watkin, Edward W., 61 
 
 Weber v. Delia Mountain Min- 
 ing Co., 103 
 
 Welsh, John Lowber, 80 
 
 Werk, Casimir L., 163 
 
 West v. Guaranty Trust Co., 97 
 
 Western New York and Penn- 
 sylvania Ry. Co., 86 
 
 Westlake, John, 61 
 
 Whalen, Charles S., 62 
 
 White v. Thomas Inflatable Tire 
 Co., 128, 130 
 
 Whitney Co., 79 
 
 Whitridge, Frederick W., 67 
 
 Widener, P. A. B., 184, 208 
 
 Willard, Daniel, 75 
 
 Williams v. Montgomery, 122 
 
 Wilmington and Northern R. R. 
 Co., 200 
 
 Winslow, A. S.„ 163 
 
 Winsor v. Commonwealth Coal 
 Co., 104 
 
 Wisconsin Central System, 53, 
 78, 83, 91, 95, 123 
 
 Withdrawal of stock, 72 
 
 Wolff, Abraham, 161 
 
 Woodruff v. Dubuque & Sioux 
 City R. R. Co., 31, 125 
 
 Worth v. Knickerbocker Trust 
 Co., 105 
 
 Printed in the United States of America. 
 
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 Voting Trusts.