Deed of trust and articles of association of the Sagina bay company

Author

Title

Class „r--0 i-
Book ^O-3-S-S-

Imprint

409181 oro

DEED OF TRUST

ARTICLES OF ASSOCIATION

SAGINA BAY COMPANY.

\>\>varif of Congr^^^^

MAY : 1940 1

%lsonlan DeP^

DEED OF TRUST

ARTICLES OF ASSOCIATION

SAGINA BAY COMPANY.

DETROIT :

TRISTED BT GEO. L. WHITNKT.
1837.

'V

r

DEED OF TRUST, &c.

This Indenture, made this Twenly-thiid
day of January in the year of our Lord one
thousand eight hundred and thirty-seven.
Between Stevens T. Mason, Fredeiick H.
Steevens and Abby E. his wife, Elect us Back-
us and Mary L. his wife, Horace Hallock and
Elizabeth his wife, Henry R. Schoolciaft and
Jane J. his wife, John Hulbert and Maria E.
his wife, James Eraser and Elizabeth his
Avife, Andrew T. M'Reynolds and Elizabetii
M. his wife, Henry K.Sanger and Caroline his
wife, Phineas Davis and Abigail his wife, of
the State of Michigan of the first part, and
F. H. Steevens, John Hulbert and Electus
Backus of the State aforesaid of the second
part. Whereas the saitl parties of the first
part stand seized and possessed as Tenant^^
in common of all that certain p;ccc or parcel
of land known and described as follows:
Beginning on the east bank of the Sasina
River at the north west corner of the John
Riley reservation being also (he south west

corner of the Nabobasli reservation. Thence
east by the north hue of said Riley reser-
vation 35, 82 chains. Thence soutli three
degrees west so far that a Hne running
thence north eighty seven degrees west and
thence northerly by the courses of the River
to the place of beginvung shall contain two
hundred and forty acres, in the following
individual proportions and shares respective-
ly to wit: — The said Stevens T. Mason of
two sixteenths, Frederick H. Steevensof four
sixteenths, Elect us Backus of one six-
teenth, Horace Hallock of one sixteenth,
Henry R. Schoolcraft and John Hulbert
of one sixteenth, James Fraser of one six-
teenth, Andrew T. McReynolds of four
sixteenths, Henry K. Sanger of one six-
teenth, and Phineas Davis of one sixteentb,
and have agreed to associate themselves to-
gether and form a company under the name
and style of the Sagina Bay Company, for
laying out a Town upon said tract, and for
other purposes, under the conditions, limita-
tions and agreements set forth in the Articles
of Association hereunto annexed (the said ar-
ticles being hereby declared a part and par-
cel of this indenture) for the completition
thereof, and more fully to carry into effect
their intentions as set forth in said Articles of
Association — Mave severally named, consti-
fued and app^Uiied the said "Frederick H.
Steevens, Jchn HuHert and Electus Backus
as Trui^iees to act in behalf of all the above
parties of the iiist part in holding managing

nnd conveying all the I'cai Estate belonging
to them.

Now THIS Indenture witnessetii that
the said several parties of the first part for
and in consideration of the premises and ob-
jects herein before declared and the agree-
ments, conditions and limitalions afoiesaid and
in further cons^ideration of the sinn of one
dollar to thcni well and truly paid by the
party of the second part, the receipt "vvhereof
is hereby acknowledged have severally ac-
cording to their respective estates herein,
granted, bargained sold and conveyed and by
these presents DO grant bargain, sell, and con-
vey un(o the said parties of the second part
and to the survivor of them and to tlic suc-
cessors and assigns of said parties of the sec-
ond part, and to the s-urvivor of them, and to
such person or persons, his or their successors
or assigns, or the survivor of them as may
at any time hereafter be constituted or ap-
pointed pursuant to the Articles of Associa-
tion hereinafter set forth and referred 1o, all
the above described pieces or parcels of land
premises and every of them — Together Aviih
all the privileges, hereditainents and appur-
tenances thereunto belonging, and all the
right, title, interest, property and demand of
the said parties of the first part, and each of
them therein and thereto respectively. To
Have and to Hold the said bargained premi-
ses and every part thereof as aforesaid, unto
the said parties of the second part, and the
survivor of them, their and his successors and

6

assig-iis, and the survivor of them, and unto
such other and additional trustee or successors
as aforesaid, their and liis successors and
assigns forever — In Trust for themselves
and the said parties of the second part, subject
to and upon tlie trust, limitations and condi-
tions fo!lo\vin<:^, and to no other use, intent,
or purpose — That is to say : The said Fred-
erick H. Steevens, John Hulbert and Electus
Backus, tlie survivors or survivor of them,
and such successors of them as aforesaid,
and the survivor or survivors of them shall
hold the said described lands and premises,
and other, hereby convcjed, as trustees for
themselves and the other several Cestui que
trusts as aforesaid, and their legal representa-
tives according to their respective shares and
interest therein, under and subject to the
several provisions, agreements, limitations
and conditions contained within said Articles
of Association which are hereunto annexed
as part of this Indenture, and shall do and
perform all legal acts, of every kind, con-
formable to the said Articles, and neces^^ary
to carry into eflect the provisions thereof, and
make and execute all deeds and conveyances
of sale of any part of the aforesaid lands and
premises, pm'suant to the requirements of the
Board of Directors in said Articles contained.
And it is hereby declared that all the aforesaid
lands and premises shall be deemed joint
stock of said company to be held and subject,
and under and in conformity with the present
Articles ot Associa'ion with all amendments

<».ja alterations to be made therein and thereto^
pursuant to the provisions in that behalf con-
tained. And it is furtlier declared and agreed
that the said trustees as well those hereby
created by this Indenture, their successors
and survivor of them and those hereafter to
be chosen, shall derive no estate nor title to
the said lands and premises by reason of this
or any future conveyance beyond a mere legal
estate for the purpose of giving effect to the
resolutious of the said Board of Directors,
and that the said trustees, the survivors or
survivor of them, and their successors and
assigns, and said all other trustees, their suc-
cessors or assigns, the survivors or survivor of
them shall be bound to do all such legal acts
and make and execute all such legal assuran-
ces of any part of the property belonging to
said company, as the said Board at its proper
costs shall require. Provided, the members
of the said company shall be held bound for
every personal covenant made or liability in-
curred in the execution of said Trust, in pur-
suance of the articles aforesaid, and it is fully
understood that the refusal of all or any of
the trustees now or hereafter to be appointed
their successor or successors, assign or assigns,
to perform such acts or make such assurances
as aforesaid, shall be taken and deemed as a re-
signation, and the legal estate heretofore vested
in him or them, shall forever cease and deter-
mine, and be vested in the survivor of the said
trustees, and in case of a vacancy occurring
from time to time among the said Trustees,

by death, resignation or otherwise, the sur-
vivors or successors of them shall ia all such
cases hold the estate hereby created and con-
veyed, and be capable of doing all legal acts
until a new trustee be named, pursuant to the
provision in that babalf in said Articles of
Association contained and until such new
trustee or trustees shall be appointed.

In Witness IVkereof, the parties aforesaid
have hereunto interchangeably set their hands
and seals. Dated the day and year first above
written.

Signed and Sealed in ) Stevens T. JIason, [l. s,]

presence of ^ F. H. Steevens, [l. s.]

Geo. E. Hand, '] -'^^h -E. Steevens, [l. s.]

witness to the signatures El^ctus Backus, [l. s.]

of all the parties except ff«''y i-- Backus. [l. s.]

P Davis I -""'''"^^ Hallock, [l. s.]

rni T» \ Elizabeth Hallock, [l. s.]

Chas: Theo: Potts, He,in/ R. Schoolcraft, [l. s.]

R. tJ. Brinkerhoft", Jane J. Schoolcraft, [l. s.]

witness to signature of' J no. Hulbert, [l. s.]

P. Davis. J Maria Eliza Hulhert, [l. s.]

James Eraser, [l. s.J

STATE OF MICHIGAN, > ^ T Elizabeth Eraser, [h. s.J

Wayne Countij. S ' Andreio T. MReynolds, [l. s.]

On this ninth dav of Elizabeth M.M' Eeynolds,[L. s.]

February, A. D. 1837 appeared he- H.K.Sanger, [l. S.l

fore me the undersigned Notary ^ , . „ r \

Fnbiic, Charles Theodore Potti, Caroline Sanger, [l. s.J

to fme well known, and mat- J. Vhinpnv Dniiiv Tr <; 1

o»th that he .;>w Phineas Dav. \ ■\''-^neaS JJaVlS, [h. &.J

execnte the annexed instrument, and jibigail 1. JJaVlS, IL, S.l

that the signature "Phineas Davis i
thereunto subscibed, is the proper I
hwici writing of the said Daris. I

GEO. E.HAND. (

Notary Public, Wayne Co. i
Michigan. J

9

STATE OF MICHIGAN, ^^

Wayne County, ) "
Heretofore appeared before me, Stevens T.
Mason, Frederick H. Steevens and Abby E.
his wife,Electiis Backus and Mary I., his wife,
Horace Hallock and Elizabeth his v;ife, Hen-
ry R. Schoolcraft and Jane J. his wife, John
Hulberl and Maria Eliza his wife, James
Eraser and Elizabeth his wife, Andrew T.
M^'R'eynolds and Elizabeth M. his wife, Henry
K. Sanger and Caroline his wife, Phineas

Davis and Abigail F. his wife, and acknowl-
edged that they executed the within instru-
ment, the said above named persons being
by me well known, as the persons, parties to

the within instrument, and the said Abby
E. wife of the sa'd Steevens, the said Mury
L. wife of the said Backus, the said Elizabeth

wife of the said Hallock, the said Jane J.
wife of the said Schoolcraft, the said Maria
Eliza wife of the said Hulbert, the said Eliza-
beth wife of the said Fraser, the saidEliza-
beth M. wife of the said M'Reynolds, the said
Caroline wife of the said Sanger, and the said
Abigail F. wife of said Davis, declared each
for herself, being by me examined, separate
and apart from their respective husbands, that
they respectively executed the within instru-
ment freely and voluntarily, without compul-
sion or fear of their respective husbands. —
All which I certify. Detroit, Februarv 11,
A. D. 1837.

GEOrE. HAND,
J^otanj Public, Wayne Co. Michigan.
2

ARTICLES OF ASSOCIATION

Of ihe Sag'ma Bay Company, referred to by the
annexed Deed of Trust.

Whereas, the lands and premises in the
deed hereunto annexed, are held by Frede-
rick H. Steeven?, Electus Backus and John
Hulbert, as trustees for the use an<\ benefit of
the following- owners of said lands, in the
shares and proportions mentioned in said deed,
viz: Stevens T. Mason, Frederick H. Stee-
vens, Andrew T. McReynolds, James Fraser^
Horace Hallock, Electus Backus, Henry R.
Schoolcraft, John Hulbert, Henry K. Sanger
and Phineas Davis, and whereas, it is the ob-
ject, design, desire, and intention of the said
parties named to form a joint stock company
in reference::to said real estate, to improve
the same, and lay out a Town upon said Land,
and lo dispose of lots therein.

JYow therefore be it known, in order more
more effectually to carry into successful ope-
ration, the object and intention of said own-
ers and to secure to each his just rights and
privileges and to promote harmony and facili-
tate the general operations of said company,
we do hereby adopt the following articles of
association for the government of said com-
pany, hereby mutually, binding and pledging

11

ourselves, our heirs, executor?, adminislra-
tors or assigns to the faithful perfoiii:ance
thereof, as follows:

Article I. The name and style of said com-
pany shall be the " Sagina Bay Company."

Art. II. The entire business, management,
and control of said company shall be, and
the same is hereby entrusted and submitted
to the management and direction of a board
of seven Directors, one of whom they shall
elect President, Avho shall be stockholders in
this company, and shall be elected by the
stockholders as hereinafter provided, who
shall hold their offices for one year and until
their successors be chosen, four of whcm
shall form a quorum for the transacticn of
business, who shall have power to survey and
lay out a town, on said lands, and to cause
the survey to be signed, and acknowled and
recorded by the trustees, and to make such
improvements on said real estate, or any part
as to them may seem advisable, and to sell
lots in said town when so laid out ; also, for
us and in our name, to call upon the trustees
aforesaid to convey all or any of said premi-
ses in such divisions or subdivisions, and at
such times, and to such persons, and with
such covenants and agreements, as they may
think proper and may direct, also to appoint
an agent or attorney, who shall at all times
act under the immediate direction and con-
trol of the said directors, and at their plea*-
sure, to revoke said power or agency and ap-
point another in his stead, said directors shall

n

also appoint a treasurer, who shall be under
their immediate control and direction, who
shall give bond with approved security in the
penal sum of twenty-five thousand dollars,
conditioned that said treasurer, shall keep a
faithful and accurate account of all receipts
and disbursements and pay over all monies,
when required to do so for the purposes of
distribution or expenditure. It shall be their
duty, and they are hereby authorized, em-
powered, and required to employ some suita-
ble person as secretary, whose duty it shall
be to record in a book provided for that pur-
pose all acts and doings of said directors or
the stockholders of said company, and all
transfers of shares, in the joint stock, which
said books shall be preserved and be open to
the examination of all persons interested; said
Directors also shall have power to fill any
vacancy that may occur in their board by
death or otherwise, which appointment shall
continue until others shall he elected to fill
the vacancy by the stockholders.

Art. III. The said Trustees, and their
successors shall act in all respects according
to the direction of said board of Directors.
In case any one or more Trustees shall de-
cline or omit to act, in conformity with such
directions, he shall be deemed to have resign-
ed, and all vacancies occurring by death, re-
signation, refusal to act or otherwise, shall
be filled by the board of Directors at their
next regular meeting or at any special meet-
in '-^ {?>■ that Duroose cn^I^d.

13

Art. IV. The property above described
being the capital stock of said company, shall
be divided into two hundred and forty shares,
and the evidence thereof shall be a certilicate,
particularly describing tke shares of the hol-
der, and the manner m which the same shall
be transferable which certificate shall be re-
gistered in a book kept for that purpose,
signed by the President and countersigned
by the Secretary, and shall be assignable by
an endorsement and bear date the time when
the same shall be made, after being registered
by the Secretary, it shall entitle the holder
thereof to the shares of stock therein men-
tioned, and the benefit and profit to result
itherefrom, and each and every stockholder
shall be entitled to one vote, for each share
of stock, which he may own, in the election
of Directors, and the transaction of all busi-
ness relating to said company.

Art. V. The first regular meeting of the
Stockholders of this Company shall be hol-
den on the first Tuesday of Januarj^^ 1837,
for the election of Directors to serve one year
and shall annually thereafter meet on the
first Tuesday of January for the election of
Directors, and to transact such other business
as may be necessary to be done, and until the
election for 1838, Stevens T. Mason, Fre-
derick H. Steevens, Andrew T. Mc Reynolds,
Horace Hallock, Electus Backus. Henry R.
Schoolcaraft and John Hulbert shall be and
are hereby constituted Directors. At all
meetings each owner may appear and vote.

14

in person or by proxy, with written authority.
"Sliould any cause prevent a meeting on the day
above specified or should a special meeting
for that or any other purpose be requisite, it
may be called, by any person or persons own-
ing or representing fifty shares of the capital
of said company by giving notice for ten days
previous in any paper printed in the City of
Detroit.

Art. VI. At any such meeting, a majority
of the whole stock, shall form a quorum for
doing business.

Art. VII. All shares in said Company shall
be deemed personal property.

Art. VIII. No act of the directors shall
be binding on the company, unless four of
the Board concur therein.

Art. IX. Two thirds of the stockholders,
shall have power at any time to restrain, en-
largo or entirely abolish the powers hereby
given to said Directors or Trustees.

Art. X. That as soon as there shall be in
the treasury of said association a surplus of
^6,000 or upwards, after payment of all
claims and liabilities ngainst, incurred by or
made by said Company by reason of the
premises, and half yearly afterwards the said
board of Directors shall declare and make a
dividend among the Stockholders thereof, in
proportion to their respective Shares and in-
terest therein, until said Trust is wound up,
which dividends shall be made payable at the
Michigan State Bank, in the City of Detroit,
of which they shall give notice from time to
time.

15

Art. XL And it is hereby further declared
thai for the more convenient transaction of
business, Frederick H. Steevens is and shall
be the acting trustee of said company, having
full power to sign, seal, deliver and acknowl-
edge all deeds for the use and benefit of said
company — And the said John Hulbert and
Electus Backus, are declared to be Co-Trus-
tees to act in case of the death, inability, or
refusal of tiie said Frederick H. Stevens to
sign, seal, deliver and acknowledge the said
fleeds as aforesaid. Provided that the said Co-
Trustees shall first execute to the saidFreder-
ick H. Steevens a power of attorney, authorising
him to act as sole Trustee, for the purposes
aforesaid.

In Witness Whereof, and of the faithful per-
formance and observance of the foregoing
Articles of Association as well by the said
parties whose names are herein inserted as
by their legal representatives or assigns, they
have severally affixed their seals, and set their
hands, the day and year first above written.

Signed and Sealed in > Steveiis T. Mason, [l. s.]

presence of^ \ F. H. Steevens, [l. s.]

Electus Backus, [l. s.]

Horace Hallock, [l. s.]

Henry R. Schoolcfaft, [l. s.]

Jno. Hulbert, [l. s.]

■■ James Fraser, [l. s.]

Andrew T. MEeynolds, [l. s.]

H. K. Sanger, [l. s.]

Fhineas Davis, [l. s.]

Chas: Theo: Potts,
Geo. E. Hand,

witness to the signatures
of all the parties except
P. Davis,

R. J. Brinkerhoft',
^witness to signature of
P. Davis. J

STATE OF MICHIGAN, ?

Wayne County,) ' On this ninth day of February, A.

D. 1831, appeared before me Charles Th : PolU, to me ivcll kno-nn, and made oath
thai, he «jw Phineas , Davis neciitf the annexed inptrument, and that the name
"Pbineas Davi*" thereunto annexed, is the proper signature and hand writing oi
•aid Davis. GEO. E. HAND, Notary PiibUc, VV. C. M.

16

STATE OF MICHIGAN, \

Wayne County, j

Heretofore appeared before me, Stevens T.
Mason, Frederick H, Stevens, Electus Backus,
Horace Hallock, Henry R. Schoolcraft, John
Hulbert, James Fraser, Andrew T. McReynolds,
Phineas Davis aud Henry K. Sanger, to me well
known as the persons, parties to the aiiove instru-
ment, and acknowledged that they executed the
same for the purpose therein named. All which
.1 certify. Detroit, February 11, A. D. 1S37.
GEO : E. HAND,
Notary Public, Wayne Co. Mich.

A

•

LIBRARY OF CONGRESS

0 014 495 838 A %