Tag: Declaration of Trust

Calling for Action and Turning the Screws

tpltblogger11 Comments

Investor Group Calls On Texas Pacific Land Shareholders To Hold Trustees David Barry And John Norris Accountable For Their Flagrant Disregard Of Shareholders’ Rights And Investments

We remind all shareholders that they have rights under the declaration of trust, including the power under article Four, to inspect the books of the Trust.  Two weeks ago, SoftVest delivered to TPL a demand to inspect certain records that we believe all shareholders are entitled to review under the declaration of trust.   However, we have yet to receive a single requested document.  What are Mr. Barry and Mr. Norris trying to hide?

We encourage all shareholders to review our demand and submit their own demand directly to Trustee David Barry (DBarry@KelleyDrye.com), with copy to Robert Packer (Robert@tpltrust.com).  We invite shareholders to use our form if they deem the information we requested to also be important to them.  Shareholders might also want to ask whether the votes included in Mr. Barry’s total when he was “elected” trustee in 2017 improperly included broker non-votes.

Highlighting not mine.  Do we take this as evidence that negotiations aren’t going well?  I wonder why?

 

I don’t recall having read about the broker non-vote issue in prior White card releases.  Will do some digging though the cut and paste below from the link directly above would suggest that broker non-votes shouldn’t be applied to Trustee elections.

In short, a stockholder does not actually vote by proxy at a stockholders meeting, but rather instructs the broker how to vote. Sometimes, the broker can vote those shares even if it doesn’t receive any instruction from the beneficial owner. Under stock exchange rules, banks, brokers and other holders of record who hold shares of stock in “street name” for a beneficial owner of those shares, as described above, typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. Such record holders, however, are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine.”

 

For your convenience:

Texas Pacific Land Trust
1700 Pacific Ave., Ste.2770
Dallas, TX 7520l

 

 

 

 

Article Fourth : Open the Books

tpltblogger14 Comments

Demand to Inspect Certain Books

Reference is made to the Declaration of Trust of Texas Pacific Land Trust, dated February 1, 1888, by Charles J. Canda, Simeon J. Drake and William Strauss (the “Declaration of Trust”). Article Fourth of said Declaration of Trust demands that the trustees cause books to be kept showing all “matters relating to the financial affairs and business of the trust… .” Article Fourth of the Declaration of Trust further demands that such books be open to inspection of the registered certificate holders.

Based on the foregoing, we hereby demand that you immediately make available….

Declaration of Trust (for your clicking convenience) 

1888 : Declaration of Trust (link to sec filing)

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Declaration of Trust

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 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 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.