Texas Pacific Land Trust – ‘10-K’ for 12/31/02 – EX-3.(I)

On:  Monday, 3/31/03, at 11:04am ET   ·   For:  12/31/02   ·   Accession #:  932440-3-112   ·   File #:  1-00737

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         34    137K 
 2: EX-3.(I)    Exhibit 3.1                                           13     27K 
 3: EX-99       Exhibit 99.1                                           1      6K 
 4: EX-99       Exhibit 99.2                                           1      6K 

EX-3.(I)   —   Exhibit 3.1

EX-3.(I)
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================================================================================

                                                                     Exhibit 3.1

 TEXAS PACIFIC LAND TRUST.

--------------------

DECLARATION OF TRUST

BY

 CHARLES J. CANDA, SIMEON J. DRAKE AND
WILLIAM STRAUSS, TRUSTEES.

--------------------

 DATED, FEBRUARY 1, 1888

--------------------

================================================================================

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TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:                             

  WHEREAS, the TEXAS AND PACIFIC RAILWAY COMPANY; CHARLES E. SATTERLEE and
GEORGE J. GOULD, Trustees of the Income and Land Grant Mortgage executed by said
Company, May 15, 1875, and of the Supplemental Mortgage executed March 23, 1876;
and JOHN C. BROWN and LIONEL A. SHELDON, Receivers of the property of the Texas 
and Pacific Railway Company, have heretofore by deeds granted, bargained, sold  
and conveyed unto Charles J. Canda, Simeon J. Drake and William Strauss, and    
their heirs and assigns and the survivors and survivor of them, and the heirs   
and assigns of such survivors and survivor, the lands, premises and property    
described as follows, that is to say:                                           

All those certain tracts, pieces or parcels of land situate, lying and
being in the Counties of Bowie, Red River, Lamar, Collin, Rains, Van Zandt,     
Denton, Wise, Parker, Jack, Palo Pinto, Shackelford, Stephens, Callahan, Jones, 
Taylor, Scurry, Fisher, Borden, Edwards, Dimmit, Nolan, Mitchell, Howard,       
Martin, Tom Green, Glasscock, Midland, Andrews, Upton, Ector, Winkler, Crane,   
Loving, Foley, Presidio, Pecos, Jeff Davis, Reeves and El Paso, in the State of 
Texas, particularly described in thirty-nine certain deeds or instruments of    
conveyance, bearing date the 4th day of August, 1887, made by the said Texas and
Pacific Railway Company, Charles E. Satterlee and George J. Gould, trustees of  
the Income and Land Grant mortgage, executed by said company May 15, 1875, and  
of the Supplemental Mortgage, executed March 23, 1876, and John C. Brown and    
Lionel A. Sheldon, Receivers of the property of the Texas and Pacific Railway   
Company, to said Charles J. Canda, Simeon J. Drake and William Strauss.         

    Also, all those certain unpaid contract obligations heretofore received by
Charles E. Satterlee and George J. Gould, as trustees as aforesaid, or by their 
predecessors in the trust, for the purchase price of land embraced in the said  
income and land grant mortgage, said contract obligations covering lands situate
in the several Counties of Denton, Wise, Tarrant, Parker, Palo                  

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Pinto, Stephens, Callahan, Taylor, Nolan, Jones, Mitchell, Fisher, Scurry, Kent,
Edwards, Howard, Martin, Midland, Tom Green, Glasscock, Dawson and Ector, in the
State of Texas, particularly mentioned and described in twenty-two certain deeds
or instruments of transfer, bearing date the 28th day of September, 1887, made  
by said Texas and Pacific Railway Company, Satterlee and Gould, as trustees as  
aforesaid, and Brown and Sheldon, as Receivers as aforesaid, to said Canda,     
Drake and Strauss, subject to the terms and provisions of a certain agreement   
between said Satterlee and Gould, as trustees, said Canda, Drake and Strauss,   
and the Texas and Pacific Railway Company, dated May 1st, 1888.                 

     Also, all the land certificates and unlocated balances of land certificates
issued to the Texas and Pacific Railway Company by the State of Texas, numbered,
dated and particularly described in a certain deed or instrument of conveyance, 
bearing date the 4th day of August, 1887, and numbered 1241, made by said       
Railway Company, trustees, and Receivers to said Canda, Drake and Strauss,      
together with all and singular the rights, claims and interests in, to or in    
respect of lands or land certificates embraced in and covered by said           
last-mentioned deed.                                                            

AND WHEREAS, the said Charles J. Canda, Simeon J. Drake and William   
Strauss, have made, executed and delivered, or are about to make, execute and   
deliver, as hereinafter expressly provided, certificates in such amount, not    
exceeding in the aggregate the sum of ten million three hundred and seventy     
thousand dollars, as may be required to carry out the provisions of a certain   
agreement bearing date the sixth day of April, 1887, made and entered into      
between Isaac J. Wistar, John Markoe, Robert Fleming, Charles M. McGhee, Jacob  
H. Schiff, William D. Winsor and John N. Hutchinson acting as a committee of the
bond and stockholders of the Texas and Pacific Railway Company, and Simeon J.   
Drake, Christopher Meyer, W.C. Hall, Charles J. Canda and William Strauss acting
as a committee representing the holders of the Income and                       

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Land Grant bonds and scrip of said Railway Company; said certificates being in  
the form or substantially the form following, that is to say:                   

No. -----------------                                 Shares--------------------

TEXAS PACIFIC LAND TRUST. 

CERTIFICATE OF PROPRIETARY INTEREST.

This is to certify, That                                              
entitled to                                     shares of one hundred dollars   
each of proprietary interest in the lands and property in the State of Texas    
heretofore conveyed by the Texas and Pacific Railway Company and other grantors 
to Charles J. Canda, Simeon J. Drake and William Strauss, such proprietary      
interest being particularly described and set forth in the declaration and      
indenture of trust made by said Canda, Drake and Strauss, dated February 1st,   
1888, and deposited with the Central Trust Company of New York.                 

These shares, which are of the par value of one hundred dollars each, are       
subject to the terms and provisions of said declaration and indenture of trust  
and are transferable only on the books of the said trust on the surrender of    
this certificate and are not valid unless countersigned by the said Central     
Trust Company of New York as Registrar.                                         

IN WITNESS WHEREOF, the said Trustees have caused these presents to be
signed by their Chairman and Secretary at New York the               day of     
1888.                                             

                Secretary.           Chairman.

  Now Know Ye, that the said Charles J. Canda, Simeon J. Drake and William
Strauss, for themselves, their heirs and assigns, and the survivors and survivor
of them and the heirs and assigns of such survivors and survivor, do, by these  
presents, make known, admit and declare that the said lands, premises and       
property were so conveyed to them and that they now hold and                    

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shall and will continue to hold the same, and any and all income and proceeds   
thereof or of any part thereof, in trust as hereinafter provided for the benefit
of the several persons, firms and corporations who are or shall be or become the
owners and holders of the said certificates of proprietary interest, or any of  
them, and upon the trusts and for the purposes hereinafter expressed, only that 
is to say:                                                                      

   FIRST. The said Charles J. Canda, Simeon J. Drake and William Strauss and
the survivors and survivor of them, and their successors or successor in the    
trust (hereinafter, for brevity, styled "the Trustees"), shall have and exercise
the management, control and ownership (both legal and equitable) of the said    
lands, premises and property. They shall have all the powers in respect of said 
property of an absolute owner, as to selling, granting, leasing, alienating,    
improving, encumbering or otherwise disposing of the same or of any part or     
parcel thereof, and they may, whenever they shall deem it necessary or advisable
for the protection or benefit of the property or any part thereof, purchase     
other lands and premises, and when purchased such other lands and premises shall
be held and managed by the said trustees under the terms and provisions of this 
declaration of trust in the same manner as the lands and premises hereinbefore  
described are held and managed.                                                 

  The lands may be sold for cash, or partly for cash and partly on credit,
and the trustees may, in their discretion, accept in payment, in lieu of money, 
certificates of proprietary interest issued under the terms hereof, at their    
current market price, not exceeding par, and the same when so received shall be 
canceled; provided, however, that nothing herein contained shall be construed to
require the trustees to accept such certificates in payment for lands.          

     The trustees shall have power to purchase and acquire, in their discretion,
any of the outstanding Income and Land Grant bonds and scrip of the Texas and   
Pacific Railway Company                                                         

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for the benefit of the trust, and they shall have full power and authority to   
borrow from time to time such sums of money as they shall deem necessary to     
enable them to purchase such bonds and scrip and also to pay taxes and other    
expenses connected with the trust, and to secure repayment of the sums so       
borrowed by a pledge or mortgage of the trust property or any part thereof. In  
case of such purchase or acquisition the certificate or certificates of         
proprietary interest under this trust representing the securities so purchased  
or acquired shall be canceled by the trustees, or, in their discretion, sold and
disposed of for the benefit of the trust; and any and all second mortgage bonds 
of the Texas and Pacific Railway Company which said trustees may receive or     
acquire as holders of any Income and Land Grant bonds so purchased shall be held
or disposed of by the trustees in their discretion for the benefit of the trust.

     The trustees shall have power to employ such agents, attorneys and servants
as they may think necessary and proper in the execution of their trust, and they
shall not be liable for the default or misconduct or any act or omission        
whatsoever of any such agent, attorney or servant, provided said trustees are   
not guilty of willful carelessness and negligence in their selection or in      
providing for their selection; nor shall any of said trustees be liable for the 
default, negligence, misconduct or any act or omission whatsoever of any other  
of said trustees, but only for his own willful default, negligence or omission. 
The said trustees shall receive as compensation for their services, the sum of  
four thousand dollars per annum to be paid to the chairman and two thousand     
dollars per annum to be paid to each of the other two trustees.                 

All the powers of the trustees under this declaration of trust may be 
executed by a majority of the trustees. Any trustee may, by power of attorney,  
confer upon the other two trustees or either of them full power and authority to
make, execute, acknowledge and deliver on                                       

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his behalf deeds of conveyance of any of the trust property and any and all     
other instruments in writing relating thereto or any part thereof.              

SECOND. The interests of the registered owners and holders of said    
certificates of proprietary interest shall consist in the right of participation
in any division of the net profits derived from the use of the said lands,      
premises and property or of any part thereof which may be at any time ordered or
directed by the trustees in pursuance of the powers hereinafter conferred and in
the proceeds of sale of said lands, premises and property or any part thereof   
realized, collected and directed to be divided by said trustees. The said       
certificates shall be held and considered in all respects as personal property, 
and shall in nowise pass to or vest in heirs or devisees of any owner or holder 
thereof as real estate, it being expressly agreed between the said certificate  
holders and their assigns and the trustees that the legal and equitable title to
said property is and shall be vested in the trustees and that the beneficial    
interests of the holders of such certificates shall be solely and exclusively   
personal estate. Such certificates shall be transferable by the holders, their  
executors or administrators, or by their duly authorized representatives, only  
on the books of the trust at its office in the City of New York and on the      
surrender of the original certificates, each share being of the par value of one
hundred dollars; and the trustees shall not be required to recognize any other  
interest or ownership than are thus evidenced. No certificate shall be valid    
unless signed by the chairman of the trustees and countersigned by the said     
Central Trust Company as Registrar. In the event of a certificate being lost the
trustees, upon being satisfied thereof and indemnified, may under such          
reasonable regulations as they may prescribe, issue a duplicate certificate in  
the place of the one that has been lost and the said Trust Company shall        
countersign the same when presented for that purpose.                           

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   THIRD. The trustees shall choose one of their number as chairman and they
may choose another as vice-chairman, and may by resolution from time to time    
authorize such chairman and vice-chairman, or either of them, to do and perform 
any and all acts which the said trustees are entitled to do or perform. They    
shall also choose a secretary. The said officers shall hold their offices at the
pleasure of the trustees and until their successors are chosen by the trustees. 
In the event of the death, resignation or disqualification of any of the        
trustees a successor shall be elected at a special meeting of the certificate   
holders by a majority in the amount of the certificate holders present in person
or by proxy at such meeting whose names shall have been registered in the books 
of the trustees at least fifteen days before such meeting, and the remaining    
trustees and the trustee so resigning, or the executor or executors of any      
deceased trustee, shall make, execute and deliver to the successor so elected   
such proper deeds or instruments of conveyance as shall be necessary in order to
vest in him the same title which his predecessor had in and to the lands and    
premises aforesaid.                                                             

     FOURTH. The trustees shall cause books to be kept showing the lands held by
them and the sales and leases made, their receipts and disbursements and all    
other matters relating to the financial affairs and business of the trust, also 
showing the names of the respective certificate holders and the amount of the   
certificates issued, and all transfers of shares and all such books shall be    
open to the inspection of the registered certificate holders under such         
reasonable regulations as the trustees shall prescribe.                         

   FIFTH. The trustees shall in the month of February in each year, make and
deposit with the Central Trust Company of New York, a report showing the        
condition of the trust property, the receipts and disbursements of the trust,   
and such other matters as they may deem requisite for the information of the    
certificate holders.                                                            

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  SIXTH. Meetings of the certificate holders may be called by the trustees
whenever said trustees shall deem it necessary, and also whenever they shall    
have been requested thereunto by instrument in writing specifying the object of 
the proposed meeting and signed by registered certificate holders to the amount 
of not less than five hundred thousand dollars at the par value. Notice of such 
meeting shall be given by publication in at least two daily newspapers published
in the City of New York once in each week for four weeks. The chairman of the   
trustees shall, if present, preside at all meetings of the certificate holders. 

  SEVENTH. Dividends to the certificate holders out of moneys derived from
royalties for coal and minerals, and from the net rents, issues and profits     
derived from the use of the said lands, premises and property, and proceeds of  
sale of said lands, premises and property, or of any part thereof, shall be made
by the trustees in their discretion whenever such moneys, net profits and       
proceeds shall be sufficient for that purpose after providing for all taxes,    
expenses, liabilities and engagements of the trust; but the trustees shall have 
power in their discretion whenever it shall appear to them for the interests of 
the certificate holders, to apply such parts of the funds derived as aforesaid, 
which would otherwise be applicable to dividends, as they may think fit, to the 
purchase of outstanding certificates under such proper regulations as they may  
prescribe, and all certificates purchased under this power shall be forthwith   
canceled. Dividends shall be payable only to the persons who are by the books of
the trustees shown to be certificate holders at the time the dividend shall be  
payable and the books may be closed by the trustees for a reasonable time for   
the payment of such dividend.                                                   

    EIGHTH. It shall be lawful for the certificate holders at any meeting duly
called for the purpose, but not otherwise, to order and direct a sale or        
disposition of the property held by the trustees as aforesaid, and a winding up 
of the trust, provided that such sale and winding up must                       

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be authorized by a vote recorded in writing of at least three-fourths in amount 
of all the registered certificate holders; and provided further that no such    
order or direction shall be given, unless notice of the intention to take action
in reference to such sale and winding up shall have been specified in the notice
of the meeting, and such notice shall have been given by letter to each         
certificate holder at the address of such certificate holder kept on the books  
of the trustees mailed at least thirty days before such meeting.                

  NINTH. The trustees may in their discretion take such action as they may
deem advisable under any general or special law of any State, to form a         
corporation for carrying out the purposes declared in this instrument, and to   
this end the trustees may convey to such corporation all the lands and property 
held by them or which they may be entitled as herein before provided, and       
thereupon the registered certificate holders at the time of the formation of    
such corporation shall be entitled, as stockholders, to the same rights which   
they then have as owners of the certificates issued under this instrument, and  
such certificates shall be exchangeable for stock in such corporation in the    
proportion that the capital of said corporation shall bear to the amount of     
certificates outstanding.                                                       

TENTH. Any trustee shall have the right to resign his trust by written
instrument, duly acknowledged or proved, and delivered to the remaining         
trustees, and upon the death or resignation of any trustee who shall have       
properly performed and discharged the duties of his trust, said trustee, his    
heirs, executors and administrators shall be fully, finally and forever released
and discharged of and from any and all liability or responsibility whatsoever   
respecting said trust or in any manner arising therefrom, upon the execution and
delivery of the deeds or instruments mentioned in the third article hereof, and 
the remaining trustees shall, if required, make, execute and deliver to him, or 
in case of his death, to his personal representatives, an                       

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instrument in proper form which shall be effective for the purposes of such     
release and discharge.                                                          

    IN WITNESS WHEREOF, the said Charles J. Canda, Simeon J. Drake and William
Strauss have hereunto set their respective hands and seals this first day of    
February, in the year one thousand eight hundred and eighty-eight.              

                                  C.J. CANDA. [L.S.]

                                     SIM. J. DRAKE. [L.S.]

                                       WILLIAM STRAUSS. [L.S.]

Sealed and delivered                   }                                        

in presence of                      }                                     

Frederick Hudson and                                                  

Adrian H. Larkin,                                                     

As to C.J. Canda and William Strauss.                         

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STATE OF NEW YORK,                  }                                           

}   ss.:

CITY AND COUNTY OF NEW YORK,        }                                           

On this 28th day of May, in the year one thousand eight hundred and   
eighty-eight, before me, a Notary Public, in and for the State of New York, duly
commissioned and sworn, dwelling in the City of Brooklyn, County of Kings, in   
said State, and with certificate filed in the City and County of New York,      
personally came and appeared Charles J. Canda, and on this 31st day of May,     
1888, personally came and appeared William Strauss, to me personally known, and 
known to me to be two of the persons whose names are subscribed to the foregoing
instrument, and who are described in and who executed the same, and severally   
acknowledged to me that they executed the same for the purposes and             
consideration therein expressed.                                                

Given under my hand and seal, this 31st day of May, A.D. 1888.        

                                        ADRIAN H. LARKIN, [L.S.]

                              Notary Public,

                         Kings Co.

Cert. filed in N.Y. Co.                                         

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STATE OF NEW YORK,                  }                                           

}   ss.:

COUNTY OF FRANKLIN,                 }                                           

On this 29th day of May, in the year one thousand eight hundred and   
eighty-eight, before me, Henry B. L. Smith, personally came and appeared Simeon 
J. Drake, to me personally known and known to me to be one of the persons whose 
names are subscribed to the foregoing instrument, and who is described in and   
who executed the same, and acknowledged to me that he executed the same for the 
purposes and consideration therein expressed.                                   

Given under my hand and seal this 29th day of May, A.D. 1888.         

                                        HENRY B.L. SMITH, [L.S.]

                              Notary Public,

                                  Franklin Co., N.Y.

       [20485]

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/22  Texas Pacific Land Corp.          10-K       12/31/21   86:8.7M
 2/25/21  Texas Pacific Land Corp.          10-K       12/31/20   80:7.6M