American Chemical Society N e w s The first two trust companies consulted advised that in their opinion the difficulties could b e m e t b y a proper form of Trust Agreement under which the SOCIETY could b e the beneficiary of the income but kept free of all responsibilities of owner ship or control. T h e Trust Company would necessarily have to b e paid for i t s services and responsibilities out of the i n come from the property, but t h e fees are moderate and, w e were advised, under sat isfactory legal protection. An exploration of these possibilities indicated that t h e y could be worked out to the satisfaction of all parties. I re quested the board members of t h e A M E R I CAN CHEMICAL SOCIETY to grant "power t o
act" t o the committee on this changed pro posal which they did. Elisha Hanson, a s our Counsel, reviewed the proposed con
tract between the donors and the trust company and gave it his approval. I then placed copies in the hands of members of the committee w h o unanimously ap proved our acceptance of the income from the trust company to be held and used by us as provided in said contract. They unanimously gave Dr. Parsons and/or me authority to sign on behalf of the SOCIETY. T h e Guaranty Trust Co. of N e w York which was t h e first company to submit a complete proposal w a s chosen as trustee. T h e formal signing of the documents took place in N e w York City on Thursday, October 26, 1944. A large task lies ahead; a task which the SOCIETY is prepared to execute. I wish there were some way in which we could show our appreciation for the gen erosity and far-sightedness of the donors of
A G R E E M E N T dated the 26th day of October, 1944, between SHELL O I L COMPANY, INCORPO
RATED, a corporation organized and existing under the laws of the State of Virginia, STANDARD OIL COMPANY' OF CALIFORNIA, a cor
poration organized a n d existing under t h e laws of t h e State of Delaware, STANDARD O I L C O M
PANY, a corporation organized and existing under t h e laws of the State of Indiana, STANDARD OIL
COMPANY, a corporation or
ganized and existing under the laws of the State of N e w Jersey, THE
TEXAS
COMPANY,
a
cor
poration organized and existing under the laws of the State of Delaware, N . V. D E BATAAFSCHE PETROLEUM MAATSCHAEPIJ, a
corporation of T h e Netherlands having its seat at Curacao, N . W. I. (hereinafter collectively referred t o as t h e Donors), and
this gift. Of course it was sound business o n their part t o make this gift; but there were m a n y other and less troublesome ways o f executing their business responsi bilities. T h e y have combined good busi ness with a sound instinct for advancing the material welfare of many people. For such a c t i o n about all we can do is say " T h a n k s " with the sincere hope that this single word will convey t o them our appre ciation. T H O M A S M I D G L E Y , J R . President
Following are the exhibits pertinent t o t h e trust which is now in effect : The contract between the donors and the Guaranty Trust Company of N e w York. The statement from the AMERICAN C H E M I C A L SOCIETY signed b y m e and the
Secretary, Charles L . Parsons. TO
At£revmvnt CREATING THE PETROLEUM RESEARCH
FUND
SHELL OIL COMPANY, INCORPORATED STANDARD O I L COMPANY O F CALIFORNIA STANDARD O I L COMPANY (Indi»na> STANDARD O I L COMPANY (New Jersey) THE T E X A S COMPANY N. V . d c B A T A A F S C H E P E T R O L E U M MAATSCHAPPIJ AND GUARANTY T R U S T COMPANY O F N E W YORK, Trustee. D A T E D O C T O B E R 26, 1944.
HAVE AND TO HOLD S a i d
securities and such additional property, if any, as m a y here after be added thereto b y any person (said securities and any such additional property and the proceeds, investments and re investments thereof being here-* inafter collectively called the Trust Fund) unto t h e Trustee and its successors in office here under, IN TRUST, NEVERTHELESS, f o r
t h e charitable, scientific and educational uses and purposes hereinafter set forth. F I R S T : The trust hereby cre ated shall be known as T h e Petroleum Research Fund and, subject t o the provisions of Article FOURTH, shall continue i n perpetuity.
G U A R A N T Y T R U S T COMPANY OF
N E W Y O R K , a corporation organized and existing under t h e laws of the State of N e w York (hereinafter referred t o a s the Trustee).
as Universal), set opposite their respective names below, the receipt of which securi ties is hereby acknowledged by the Trustee :
S E C O N D : The purposes for which funds paid o r distributed by the Trustee as here inafter provided shall b e used b y any r e cipient thereof, and the conditions subject (CONTINUED ON PAGE 1916)
W H E R E A S the Donors have decided to establish a trust for charitable, scientific and educational purposes a s hereinafter set forth to be known a s "The Petroleum Research Fund",
Name of Donor Shell Oil Company, Incorporated
N o w , THEREFORE, the Donors severally hereby assign, transfer and set over unto the Trustee and its successors in office hereunder t h e securities of Universal Oil Products Company, a corporation organ ized and existing under t h e laws of the State of Delaware (hereinafter referred t o
Standard Oil Company (Indiana)
VOLUME
2 2, Ν Ο.
Standard Oil Company of California
Standard Oil Company (New Jersey) The Texas Company N. V. de Bataafsche Petroleum Maatschappij
2 i » N O V E M BE R 1 0, 1 9 4 4
Securities Transferred $173,437.50 principal amount 4 , C " Notes, 05,402.865 shares Class A Common Stock, 33.33 shares Class C Common Stock, and 78-562 shares Class S Common Stock 27,750 shares Class A Common Stock, and 66-67 shares Class C Common Stock $1,156,250 principal amount "C" Notes, and $003,906.25 principal amount "D" Notes $2,543,750 principal amount "C" Notes, and $404,687.50 principal amount "D" Notes $1,503,125'principal amount "C" Notes, and $053,906.25 principal amount "D" Notes $173,437.50 principal amount "C" Notes, 17,847.135 shares.Class A Common Stock, and 21.438 shares Class S'Common Stock
1915
American Chemical Society N e w s to which any such recipient shall receive any such funds, are as follows: (a) The recipient shall use all funds so paid or distributed to it exclusively for advanced scientific education and fun damental research in the "petroleum field", which may include any field of pure science which in the judgment of the recipient may afford a basis for subsequent research directly connected with the petroleum field. Without limiting the generality of the foregoing, such education and research may in clude the exchange of scientists and university scientific students between American and foreign non-profit scien tific or educational institutions, such as universities, and services incidental to fundamental research such as the trans lation of scientific literature relating to the petroleum field. The term "petro leum field" as used herein embraces (1) exploration for, and the production, transportation and refining of, petro leum, petroleum products and natural gas, and (2) the production and refining of substitutes for petroleum and petro leum products from natural gas, coal, shale, tar sands and like materials. (b) Such advanced scientific educa tion shall be carried on by or under the direction of the recipient or may be delegated by it to other non-profit scien tific or educational institutions, such as universities, to be selected by the recipient. (c) Such research shall be conducted by or under the direction of the recipient or the conduct of •particular research projects may be delegated by it to other non-profit scientific or educational in stitutions, such as universities, to be selected by the recipient, but none of the results of any such research shall be turned into profit by the recipient or any such institution to which the conduct of any project shall b e so delegated. (d) Comprehensive reports of such research shall be made available by the recipient periodically, at least once in each year, to the public at large, and at such time copies of such reports shall be made available by the recipient to the Donors of the trust created by this Agreement. (e) All publications of the results of such research shall give credit to the Donors of the trust created by this Agreement. (f) Every patent, United States or foreign, that shall be taken out by or on behalf of the recipient or by or on behalf of any individual or institution acting at
1916
the direction of or on behalf of the re cipient in carrying out such research shall be immediately dedicated to the public, royalty free. (g) The recipient may invite pro posals for research projects, or for edu cational or scientific work connected therewith, including proposals for fellow ships. The Donors of the trust created by this Agreement may submit to the recipient proposals for such projects, work or fellowships. The recipient shall be free, however, to reject any proposal. (h) All expenses in connection with the above-mentioned scientific educa tion and research may be paid or reim bursed to the recipient out of any funds distributed or becoming dis tributable by the Trustee, but the re cipient shall not devote any such funds to its ordinary expenses. The object of this Agreement is to create a trust to advance the public welfare in ac cordance with the laws of the State of New York relating to charitable trusts, and no part of the principal or income of the Trust Fund shall at any time be used for private profit or benefit. The detailed purposes hereinabove stated shall be con strued and given effect accordingly. Nothing herein shall be deemed to pre vent the recipient, in its discretion, from investing any part of the funds received by it from the Trustee, pending determination by it of the best application to be made of such funds. T H I R D : The Trustee shall hold, man age, and, subject to the provisions of Article FOURTH, invest and reinvest the Trust Fund, and shall collect and receive the rents, issues, interest and other in come thereof, and (a) so long as A M E R I C A N
CHEMICAL
SOCIETY, chartered by Public Act 358 of the 75th Congress of the United States (the present address of which is Washington, D . C ) , or any successor corporation which shall undertake to carry on substantially all its activities in the field of scientific research and edu cation (said society or any such suc cessor being hereinafter referred to as the Society), shall be a Qualified R e cipient, as hereinafter defined, the Trustee shall pay the net income of the Trust Fund to the Society; and (b) if and when the Society shall have ceased to b e a Qualified Recipient, the Trustee shall pay or distribute the net income of the Trust Fund to such Qualified Recipient or among such Qualified Recipients as the Trustee shall from time to time, in its absolute discretion, select.
CHEMICAL
T h e term "Qualified Recipient" shall mean a corporation or foundation: (1) created or organized in the United States or in any possession thereof or under the law of the United States, or of any State or Territory, or of the District of Columbia, or of any possession of the United States, organized and operated exclusively for charitable, scientific, or educational purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual, and n o substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legis lation; (2) which shall at any time have filed with the Trustee a written instrument b y which it shall have agreed that any funds which may at any time be paid or distributed to it by the Trustee will be received by it subject to all the condi tions, and will be used by it exclusively for the purposes, specified in Article SECOND; and (3) which shall not have filed with the Trustee a written instrument dis claiming any interest in or right to re ceive any distributions thereafter to be made by the Trustee. The Trustee shall not be liable or ac countable in any event for making any payment or distribution out of the net in come of the Trust Fund to any corporation or foundation believed by it in good faith, at the time of its making such payment or distribution, to be a Qualified Recipient; nor, after making any such payment or dis tribution, shall the Trustee have any re sponsibility whatsoever in respect of the u s e or application of such funds by the recipient. FOURTH: Universal is a corporation presently engaged primarily in research and development work in the petroleum field and the ownership and licensing of processes, patents and patent rights re lating to the petroleum field. The Donors believe that the carrying on of such busi ness is in the public welfare. I t is, there fore, hereby provided that, anything in any other Articles of this Agreement con tained t o the contrary notwithstanding, but subject t o the further provisions of this Article, the Trustee, unless and until i t shall have been authorized or directed so t o do by order of a court of competent jurisdiction, shall not (a) sell or otherwise dispose of any of the securities of Universal at any time held b y it hereunder, or (b) cause or permit Universal to dis-
AND
ENGINEERI Ν G
NEWS
American Chemical Society N e w s contisiue research and development work in t h e petroleum field and the ownership and licensing of processes, patens.ts and patents rights relating to the petroleum fieldIt is the? intention of this provision that the Trustee? shall be relieved of the foregoing restrictions only i n case it shall be demonstrated to a court of competent jurisdiction t h a t conditions shall have changed in such manner and to such extent that the public welfare will be no longer effectively served b>y such restrictions. N o t h i n g i n this Article contained shall he deersned t o prevent the Trustee from taking, and the Trustee is hereby expressly -authorized to take at any time or from time to time in its absolute discretion, anry action which it may deem advisable in "fche nature of, or for the purpose of effecting, (1) any recapitalization or reorganiz a t i o n of Universal, so long as the same shall "he on such terms that the Trustee will thereafter continue to hold the same proportion of the outstanding voting securities o f Universal and of any other corporation resulting therefrom (including securities entitled to vote upon t h e happening of some contingency) as it held immediately prior to such recapitalization or reorganization; or (2) the transfer of the entire Trust Fund and/or of all property and the business of Universal to a corporation or foundation which meets the requirem e n t s of clause (1) of Article THIRD (whicrh may be a corporation or found a t i o n at t h e time a Qualified Recipient hereumder), provided that in such case the transferee shall receive all property so transferred under the terms of an agreement which, in the judgment of the Trustee, will reasonably assure the continued accomplishment of the purposes of this Agreement and, in particular, the continued use and appplication o f t h e net income of t h e Trust Fund and/or of such property and business i n accordance with the provisions of
Ar-ticles SECOND and
T H I R D and
the
carrying on of research and development work in t h e petroleum field and the ownership and licensing of processes, paten_ts and patent rights relating to the petroleum field. UporjL completion of any transfer pursuant t o clause (2) above, this Agreement shall terminate and the Trustee shall have no furtner responsibility hereunder or in connection herewith. Whenever used in this Agreement, except wh±ere trie context may otherwise reV O L U M E
2 2,
NO.
quire, the term "Universal· ' shall mean Universal Oil Products Company hereinabove mentioned and any corporation resulting from any recapitalization or reorganization of said Company or of any such resulting corporation. F I F T H : To such extent as may be consistent with the provisions of Article FOURTH, the Trustee, in addition to the powers conferred upon it by law, is specifically authorized, in the administration of the Trust Fund, to exercise all rights and powers, of whatsoever nature, which would be vested in an absolute owner of any securities or other property at any time constituting or included within the Trust Fund. Without limiting the generality of the foregoing, the Trustee shall have, and may exercise from time to time in its absolute discretion, the power • (1) to retain any property received by it or at any time held by it hereunder, whether or not productive of income; to change investments and t o invest and reinvest any moneys or other property received b y it or at any time held by it hereunder in any property, of any nature and wheresoever situate, whether or not such property shall be authorized by the laws of any jurisdiction for the investment of trust funds and to hold any moneys uninvested whenever and so long as it shall deem it advisable so to do; and the Trustee shall not be liable for any loss or damage resulting from the retention of any property or resulting from any investment which it is authorized to make nor for holding uninvested any moneys which it shall have determined in good faith .that it was advisable so to hold ; (2) to sell at public or private sale, and t o exchange or to lease for any term or terms, all or any part of the property at any time held hereunder, for such considerations, in cash or on credit, and upon such terms and conditions as it shall deem expedient; (3) to borrow money for any purpose in connection with the administration of the Trust Fund, to execute promissory notes or other obligations for amounts so borrowed, and t o secure the payment of any and all amounts so borrowed by mortgage or pledge of any property at any time forming a part of the Trust Fund; (4) to register any securities at any time held hereunder, in its name as Trustee hereunder, or in its individual name, or in the name or names of one or more of its nominees, with or without
2 1 . N O V E M B E R
10,
19 44
indicating the trust character of the securities so registered or to hold any such securities in bearer form so that title thereto may pass by delivery; (5) to vote or consent, in person or by proxy, for any purpose in respect of any securities a t any time held hereunder; to enter into any voting trust or other similar agreement in respect thereof; t o deposit any or ail thereof under any deposit, merger, consolidation, reorganization or other similar agreement, or with any committee, depositary or trustee; to accept hereunder any new securities, cash or other property issuable in exchange for or in respect of securities so deposited; to exercise or sell a n y rights of subscription or other rights accruing o n or in respect thereof; and generally to take any and all action in respect thereof which it might or could take as absolute owner thereof, and t o pay out of the Trust Fund any and all fees, assessments and expenses incurred in connection therewith; and (6) to employ legal counsel, accountants, custodians and agents, and to determine and pay" to them, out of income or principal, as the Trustee shall determine, such compensation as the Trustee shall deem reasonable. The term "securities" whenever used in this Agreement shall be deemed to include bonds, mortgages, notes, debentures, obligations, warrants and stocks of any land or class, including common stocks, and such other evidences of indebtedness and certificates of interest as are usually referred to by the term ' 'securities". The term "property" whenever used in this Agreement shall be deemed t o include real, personal and mixed property of any and every kind and wheresoever situate, including, without limiting the generality of the foregoing, securities and commodities of any and every kind. S I X T H : In distinguishing between income a n d principal hereunder the Trustee shall have the power to determine whether and, if a t all, t o what extent, premiums on securities received or purchased at a premium shall be amortized and whether .and, if a t all, to what extent, account shall be taken of discounts. All dividends received by the Trustee in stock of the corporation or association declaring t h e same, and all rights to subscribe to new or additional stock or other securities and the securities or other property received upon the exercise of any such rights a n d the proceeds of the sale of any such rights, shall b e deemed to be princi1917
American Chemical Society N e w s pal. All dividends, other than liquidating dividends, received by the Trustee in cash shall be deemed to be income and treated accordingly. All other dividends (including liquidating dividends) received by the Trustee shall be allocated to principal or to income or shall be apportioned between principal and income in such manner as the Trustee shall deem equitable. A n y allocation or apportionment which the Trustee m a y have determined i n good faith t o be in accordance with the foregoing provisions of this Article shall, when made by the Trustee, be binding and conclusive upon all persons having any interest in the Trust Fund. Any and all income, including dividends (to the extent not deemed to be principal in accordance with the provisions of the preceding paragraph) declared and unpaid, which shall be received by the Trustee and which shall have accrued on securities or other property at the time of the delivery thereof to the Trustee, whether such delivery be at the time of the execution of this Agreement or a t some later date, shall be treated as income. SEVENTH: Universal is engaged i n a highly technical business and it i s understood that the Trustee does not hold itself out as possessing specialized knowledge in the field in which Universal operates. Accordingly, the responsibility of the Trustee as stockholder of Universal or of any other corporation any of the shares of stock of which m a y be held by it, with respect to the general operation of the property and business of any such corporation, shall be limited to the exercise of its best judgment in the selection of and voting for directors believed b y the Trustee in good faith to be qualified for such office. Anything herein to the contrary notwithstanding, the Trustee shall n o t a t any time vote for or permit any person to be a director of Universal who, within the preceding five years shall have been an employee, or within the preceding ten years shall have been an officer or director, of a n y of t h e Donors or a n y of their respective subsidiary or affiliated companies.
curities or other property which shall h>e acceptable to the Trustee and which shia.ll be transferred, assigned, delivered, d o vised or bequeathed to it by the Donors o r by any other person. T E N T H : T h e Trustee may resign at amy time b y mailing written notice of resignation to the Society or, if the Society shall no longer be a Qualified Recipient, by talking such action as m a y at the time be a u thorized by t h e laws of the State of N e w York for the resignation of a trustee of a n expressed trust and t h e appointment or? a successor trustee. Any such resignation shall be effective upon the appointme-mt and qualification of « «successor trustee hereunder. E L E V E N T H : If the Trustee shall resijgn or be dissolyed or otherwise become uznable or disqualified to act hereunder, tllie Society, if t h e n a Qualified Recipient, may, by instrument in writing, appoint a successor trustee or successor trustees hereunder or, if the Society shall not th^en b e a Qualified Recipient or shall fail to make such appointment, a successor trustee or successor trustees shall be a p pointed by a court of competent jurisdiction in such manner as shall then be authorized by the laws of the State of N*evt York. Any successor trustee hereunder may be a corporation or a natural person and such provision may be made for a s u c cessor, trustee or successor trustees to follow the trustee or trustees initially a p pointed as t h e Society or the Court making the order, as the case may be, m a y deem advisable and may prescribe in such instrument or order.
E I G H T H : T h e Trustee may i n its discretion advise with legal counsel, who may or m a y not be counsel for any person interested under this Agreement, and i t shall not be liable for any action in good faith taken or omitted to be taken i n accordance with t h e opinion of such counsel.
Any corporation which shall, b y merger, consolidation, purchase or otherwise, succeed to substantially all the personal tr-ust business of a n y corporation which s h a d at the time be the trustee hereunder shtall, upon such succession and without a n y appointment or other action by a n y per-son or court, be and become the trustee hereunder. Wherever used in this Agreement, except where the context m a y otherwise requaire, the term ' "Trustee" shall mean t h e trustee or trustees from time to time in office li^ercunder; and in any provisions relative to the Trustee, words in the singular £orm shall, so long as there shall be more fchan one trustee hereunder, include the pLural and words i n the neuter form shall include the masculine and the feminine.
N I N T H : The" Trustee, i n its absolute discretion, m a y receive and hold hereunder, as an addition to the securities or other property a t the time comprising the Trust Fund and as a part thereof, a n y s e -
T W E L F T H : T h e Trustee shall be entitled to, and from time to time m a y retain and also m a y be paid from i n c o m e or principal or both, reasonable compensation for its services hereunder irrespective
1918
CHEMICAL
of amounts to and rates at which trustees may at t h e time b e entitled under applicable statutory provisions. If and. when the Society shall c e a s e t o b e a Qualified Recipient, the Trustee m a y , at its election and in lieu of compensation determined in accordance with t h e preceding sentence, receive a s compensation for its services hereunder f e e s or commissions which shall be in such amounts and which shall be paid or retained in such manner and at such time as shall b e prescribed from time to time b y t h e laws of the State of N e w York applicable to a trustee of an expressed trust. T H I R T E E N T H : N O bond or other security shall be required of the Trustee, including a n y successor or successors to the Trustee named herein, in a n y jurisdiction. F O U R T E E N T H : S O long as the Society shall be a Qualified Recipient, the Trustee shall, within ninety days following the close of each calendar year or such fiscal year as the Trustee m a y select, file with the Society an account of the transactions in respect of the Trust Fund during such year. Upon t h e expiration of ninety days from t h e date of filing such account the Trustee shall b e forever released and discharged from any liability or accountability to any one with respect to the transactions shown in such account except with respect to any transactions a s to which the Society shall, within such ninety day period, file with the Trustee a written statement setting forth its objections. Nothing in this Article contained shall, however, limit the right of the Trustee to have its accounts judicially settled at such time or times a s it may d e e m advisable. FIFTEENTH:
T h e Donors, b y the ex-
ecution and delivery of this Agreement, completely surrender all interest in and rights of supervision of a n y kind whatsoever over the Trust Fund and shall not be deemed to have any rights b y w a y of reverter or otherwise or rights which they might otherwise have t o enforce the trust created by this Agreement, it being stipulated that t h e enforcement of the trust created b y this Agreement shall be vested in the Supreme Court of the State of N e w York. SIXTEENTH:
The Trustee m a y , a t any
time or from time to time, apply t o the Supreme Court of the State of N e w York (a) as FOURTH;
contemplated
by
Article.
or
(b) for t h e purpose of obtaining a construction of this Agreement or thé
AND
ENGINEERING
NEWS
American Chemical Society resolution of a n y questions which may arise under or i n connection herewith; or (c) for the purpose of the settlement of t h e accounts of t h e Trustee; or (d) for the purpose of, or i n connection with, any resignation by t h e Trustee and the appointment of a successor or successors; o r (e) for a n y other purpose permitted by law i n connection herewith; but, except as hereinabove specifically required, t h e Trustee shall not b e under any duty t o institute, a t a n y t i m e , any judicial proceeding of t h e nature contemplated b y this Article or t o appeal from any order which m a y be made in a n y such proceeding a n d t h e Trustee shall· n o t be liable in a n y e v e n t for failure to institute any such proceeding or for a n y action which it m a y take in good faith i n reliance upon any order made in a n y such proceeding regardless of whether or not t h e time to appeal from a n y such order shall have expired. To the extent that t h e parties hereto may validly so provide, i t is hereby agreed that i n a n y action or proceeding brought in a n y court t h e only necessary parties shall be the Trustee, t h e Attorney General of the State of N e w York or his representative and, s o long a s the Society shall be a Qualified Recipient, t h e Society; and that any order, judgment or decree which shall be entered i n any such action or proceeding shall be valid a n d binding o n all^persons having or claiming any rights or interests under or iri connection w i t h tins Agreem e n t or t h e administration of t h é trust created hereby, without t h e necessity of joining or giving a n y notice t o t h e Donors or any other persons whomsoever. SEVENTEENTH : t h e Trustee b y joining in the execution of this Agreement signifies its acceptance of the trust hereby created upon the terms herein set forth.
gether shall constitute but one and the same instrument. This Agreement shall take effect upon t h e execution of one or more counterparts ^thereof b y the respective Donors and t h e Trustee, and t h e delivery to the Trustee of t h e securities of Universal hereinabove described. I N WITNESS WHEREOF, the Donors anil
the Trustee, b y their respective officers thereunto duly authorized, have caused this Agreement to be executed in their respective corporate names and their respective corporate seals to b e hereunto affixed and attested, all as of the d a y and year first above written.
T H E T E X A S COMPANY, B y M. H A L P E R N [CORPORATE SEAL] Vice-President.
Attest: W. E. ELICKER
Asst. Secretary. Approved R.J.D.. O.J.D. N.
V. D E BATAAFSCHE PETROLEUM MAATSCHAPPIJ, B y F R A N K J. H O P W O O D
Attorney-in-fact. (Donors) G U A R A N T Y T R U S T COMPANY OF N E W YORK, B y A. N Y E V A N V L E C K
Vice-President. S H E L L O I L COMPANY, INCORPORATED, / B y E . C. P E E T [CORPORATE S E A L ] Vice-President.
|CORPORATE SEAL]
C. S. G E N T R Y
- Secretary. STANDARD FORNIA,
O I L COMPANY OF CALI-
By H. D . COLLIER
President. Attest: . R. G. F O L L I S
Vice-President. STANDARD O I L COMPANY (Indiana),
;·
.
' , - ' " ' ' · ' v.- \."---^r:. ' - P.H.S, ."\ _ ....;; - - _ ' BF.J.
-By'•'• A M O S B A L L . : [CORPORATE S E A L ] Vice-President.
Attest: W.C.EWALD
^
Assistant Secretary. STANDARD
OIL
COMPANY
Jersey),
. ( New
. WlR.C;
By FRANK W. ÂBRAMS " Vice-President.
{Trustee)
Attest: JOS. A..BUCHER
Assistant Secretary.
Attest:
[CORPORATE S E A L ]
EIGHTEENTH : This Agreement m a y be executed b y t h e respective Donors i n two or more separate counterparts which to-
News
American Chemical Society, the corporation referred to in clause (a) of Article T H I R D of the foregoing Agreement, hereby represents to Guaranty Trust Company of N"ew York, as Trustee under said Agreement, that it is a corporation having t h e qualifications referred to in clause (1) of -• said Article THIRD and having the n e c e s sary corporate powers to carry out this undertaking, and hereby agrees with said Trustee that any funds which m a y at any time b e paid or distributed to it by said Trustee pursuant to the provisions of said Agreement will be received b y it subject to> all t h e conditions, and will be used b y it exclusively for the purposes, specified in Article S E C O N D of said Agreement. T h e Society m a y ' a t any time disclaim a n y interest in or right to receive any d i s v trîbutions thereafter to b e m a d e by t h e Trustee under said Agreement b y filing with said Trustee a written instrument of t h e nature contemplated by clause 3 of Article T H I R D of s a i d Agreement. AMERICAN CHEMICAL SOCIETY _ : By T H O M A S M I D G L E Y , J R . [CORPORATE SEAL] President;
Attest:
Attest: J. E . L I N D R O T H
Asst. Secretary.
V Ο L U Μ Ε 2 2, Ν Ο . ο 2 1 > N O Y E M B E R ^30,; 1 9 4 4
CHARLES L. PARSONS
Secretary.
1919
