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Full text of "Deed of trust and articles of association of the Sagina bay company"

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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. 



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