THIS INDENTURE made the day of in the year of our Lord one thousand nine hundred and twenty- seven. the B. C. hd Coy cup etc WITNESSETH, That John D. Rockefeller, and D. H. Me Alpin both of the city, county and state of New York Jackson of and Edsel B. Ford of Detroit, Michigan, in consideration of the covenants and agree- ments herein contained to be performed by the lessee, do hereby lease, demise and let unto the Seal Harbor Yacht Club, a corpo- ration organized and existing under the laws of the State of Maine and located at Seal Harbor, Mount Desert, Maine, the pro- perty at said Seal Harbor known as the Swimming Pool property and being the same property described as conveyed in the deed from to said Lessors dated to be recorded in the Hancock County, Maine, Registry of Deeds to be used and operated by said Seal Harbor Yacht Club as an athletic club. over It is understood and agreed that said Rockefeller and Ford shall bear equally any deficitincurredin the operation of the club not to exceed $ TO HOLD for the summer season of 1927 yielding and paying therefor the rent of $ payable August 1, 1927, and to quit and deliver up the premises to the Lessors, or their attor- ney, peacefully and quietly at the end of the term aforesaid, in as good order and condition (reasonable use and wearing thereof or inevitable accident, excepted,) as the same are, or may be put into by the said Lessors and not make or suffer any waste thereof; and that it will not assign or underlet the premises or any part thereof, without the consent of the Lessors in writing on the back of this Lease. And the Lessors may enter to view and make im- provements, and to expel the lesseesif it shall fail to pay the rent aforesaid, whether said rent be demanded or not, or if it shall make or suffer any strip or waste thereof, or shall / r / or (< be as apply PI.S.P / (on - - Sun to spring copy > " and - SPE oz the as to bio 2423 name s CASION any 200 aux, the the 0 18.18 box - the fail to quit and surrender the premises to the Lessors, at the end of said term, in manner aforesaid, or shall violate any of the covenants in this Lease by said Lessee to be performed. And the premises shall not be occupied, during the said term for any purpose usually denominated extra-hazardous as to fire by insurance companies. IN WITNESS WHEREOF, the parties have hereunto interchange- ably set their hands and seals the day and year first above writ- ten. Signed, Sealed and Delivered in Presence of B.C.C.C. BA by Sity: Club By Pres st office the NON #93% aus of - Apot mate- . and o or 100,00 VDA 77802 sides 1.00 too - and the go 006 THE 020 07 the $95.00 pl any Yesves £a 30 24 shales as ATAY in 450 to the CREAM the *** to 2316 P L KNOW ALL MEN BY THESE PRESENTS That I, John D. Rockefeller, Jr., of the City, County and State of New York, in consideration of one dollar and other valuable considerations paid by the Bracy Cave hand Co acarp the receipt where of I do hereby acknowledge, do hereby REMISE, RELEASE, BARGAIN, SELL AND CONVEY, and FOREVER QUIT-CLAIM unto the said Bracy Came Land Co and its succ and his heirs and assigns forever a certain lot or parfel of land, together with the buildings thereon, and furniture and furnishings therein, situated at Seal Harbor, Town of Mount Desert, Hancock County, Maine, bounded and described as follows:- Beginning at an iron bolt set in a ledge at or near high water mark marking the southern corner of the tract of land formerly of Hannah A. Bracy; thence north fifty-two degrees thirty minutes east forty-seven and seven tenths feet to a stone bound set in the ground; thence south eighty-nine degrees fifty-three minutes east four hundred nineteen and six tenths feet to a stone bound set in the ground; thence nor th seventy degrees thirty-two minutes east four hundred twenty-five and one tenth feet to a stone bound set in the ground in the western line of the lot called "George W. Bracy's home lot" now of Mina Reed; it also marking a point in the northern line of a private way across said George W. Bracy's home lot; thence south twenty-nine degrees nine minutes east one hundred thirty-six feet to a stone bound set in the ground at the south western corner of said George W. Bracy's home lot; thence south thirty-five degrees thirty-five minutes west twenty- nine feet to the center of a constructed private way leading from the Town Road to and beyond the buildings upon the lot herein described; thence on same course, to wit, south thirty-five degrees conternest you - the with milk 20 his the will 137 . of 626 agree et 8414 course - 3305) w and the some A good / 9 the any was time you san ser IN Pite 117 n 2019 - - zoor you our 19 side moves your - the in toop adidas saw FOR was - goods 24 the you - good 12 wit 04 pege any to 76958 101. Pint- 01 address Hearts - the wis 697 you 12 waser, at ERS w engages in the new - 05 door VITA DZ be 944 thirty-five minutes west two hundred ninety-six and three ten ths feet to a stone bound set in the ground; thence south nineteen degrees fifty-eight minutes west two hundred fifteen and nine tenths feet/to a stone bound set in the ground; thence north eighty- four degrees two minutes west two hundred fifty-four and two tenths feet to a stone bound set in the ground; thence north eighty one degrees fourteen minutes west three hundred one and two tenths feet to a stone bound set in the ground; thence north sixty degrees thirty-one minutes west twenty-one feet to high water mark of said Bracy's Cove; thence on the same course to extreme low water mark of the sea; thence generally northerly but always following extreme low water mark of the sea to a point at low water mark bearing south fifty-two degrees thirty minutes west from an iron bolt, the point of beginning; thence north fifty-two degrees thirty minutes east across the flats to said iron bolt. Containing seven and three tenths acres more or less. Together with a right of way for all purposes of a way over the constructed private way leading from said town road to the lot herein described and connecting with the constructed private way above referred to. Excepting and reserving unto the said John D. Rockefeller, Jr. and his heirs and assigns forever, as appurtenant to his remaining land lying northerly of the lot herein described as conveyed, a right or rights of way for all purposes of a way or ways to be located by said John D. Rockefeller, Jr., from said remaining land to said constructed private way, and also over said constructed private way giving access to said town road and also a right of way from said remaining land to and into the way crossing the Bracy home lot, so called. 200 an and STATE - our - DECREISED S/A the is 20 320 true it 692W one is on .. the 247 THE on states or an you - ear RED was or pe 2:37 the COMMUNITY A . the . the in at my emplores 7000 11 Since and TO poter COMPANY the WE on the 43. - and R 93, : vas alsed en Eyes course 7428* who 2023 - exp the 47 4.9 gedsess argan good mean $30.00 excelled 300 BREAK of 79.4 deposit www. ex have sueven temps 8.24 . agrae is 700 APPL see SAMPLE 120 thos in 2. case seens sparies w 50 2004 to a agore parting one 10 200 Statement POLIFF state The and purpose the 200 coupon of posses test to the it Apple gellow 8542 Ant so - 82020 hear and the cause 8 TO HAVE AND TO HOLD the same, together with all the privileges and appurtenances thereunto belonging, to the said Brucy Co Land Co. its succ and assigns forever, AND I do COVENANT with the said Bracy Cove Land Co sure its heirs and assigns, that I will WARRANT AND FOREVER DEFEND the premises to is sun the said Grantee, its heirs and assigns forever, against the lawful claims and demands of all persons claiming by, through or under me. IN WITNESS WHEREOF, I, the said John D. Rockefeller, Jr., and I, Abbye A. Rockefeller, wife of the said John D. Rockefeller Jr., joining in this deed as Granter, and relinquishing and co n- veying my right by descent and all other rights in the above described premises, have hereunto set our hands and seals this day of in the year of our Lord one thousand nine hundred and twenty-seven. Signed, Sealed And Delivered in Presence of STATE OF NEW YORK County of New York, ss. 1927. Personally appeared the above named John D. Rockefeller, Jr., and acknowledged the above instrument to be his free act and deed Before me, Notary Public in for average THE participating with 988.96 Amy , w s thing wyy spage on an below use to 100 XGT or 000- www vario " MILA of APPROVED A : to C the or of 633 games with game - to any the - Q KNOW ALL MEN BY THESE PRESENTS, That I, of in consideration of one dollar and other valuable considerations paid by John D. Rockefeller, Jr., D. H. McAlpin both of the City, County and State of New York, Jackson of and Edsel B. Ford of Detroit, Michigan, the receipt whereof I do hereby acknowledge, do hereby REMIST, RELEASE, BARGAIN, SELL AND CONVEY and FOREVER QUIT-CLAIM unto the said John D. Rockefeller Jr., D. H. McAlpin, Jackson, and Edsel B. Ford in the following proportions, to wit, to the said John D. Rockefeller, Jr. one- parts in common and undivided, to the said D. H. McAlpin one- parts in common and undivided, to the said Jackson, one parts in common and undivided and to the said Edsel B. Ford one parts in common and undivided of a certain lot or parcel of land, together with the buildings thereon, and furniture and furnishings therein, situated at Seal Harbor, Town of Mount Desert, Hancock County, Maine, bounded and described as follows:- Beginning at an iron bolt set in a ledge at or near high water mark marking the southern corner of the tract of land formerly of Hannah A. Bracyl thence North fifty-two degrees thirty minutes East forty-seven and seven tenths feet to a stone bound set in the ground; thence south eighty-nine degrees fifty-three minutes east four hundred nineteen and six tenths feet to a stone bound set in the ground; thence north seventy degrees thirty-two minutes east four hundred twenty-five and one tenth feet to a stone bound set in the ground in the western line of the lot called "George W. Bracy's home lot" now of Mina Reed, it al so marking a point in the northern line of a private way across said George W. Bracy's home lot; thence south twenty-nine degrees nine minutes regard soft bones you and of gi participating e your of the go the softs saving and the 69 $900 their rever *** are white 962 was 20.7 00₫ 16 give -272% or - the year good of this make not - AS Bib and pet the day) the sig Act 2.00 may the with going are benefit getter purpose the with a areas sy you for op hally and - - - I 309- the the X ling baited The with this the the good seeks was stany sto 8.1 be by RUN 0392 H tax H the or day in the the of abayon the Lotte er the STAT ore - books to suffere Sing in pres the apple N east one hundred thirty six feet to a stone bound set in the ground at the southwestern corner of said George W. Bracy's Home lot; thence south thirty five degrees thirty five minutes west twenty-nine feet to the center of a constructed private way leading from the Town Road to and beyond the buildings upon the lot herein described; thence on same course, to wit, south thirty five degrees thirty-five minutes west two hundred ninety-six and three tenths feet to a stone bound set in the ground; thence south nineteen degrees fifty eight minutes west two hundred fifteen and nine tenths feet to a stone bound set in the ground; thence north eighty-four degrees two minutes west two hundred fifty-four and two tenths feet to a stone bound set in the ground; thence north eighty-one degrees fourteen minutes west three hundred one and two tenths feet to a stone bound set in the ground; thence north sixty degrees thirty-one minutes west twenty one feet to high water mark of said Bracy's Cove; thence on the same course to extreme low water mark of the sea; thence generally northerly but always following exgreme low water mark of the sea to a point at low water mark bearing south fifty two degrees thirty minutes west from an iron bolt, the point of beginning; thence north fiftye two degrees thirty minutes east across the flats to said iron bolt. Containing seven and three tenths acres more or less. Together with a right of way for all purposes of a way over the constructed private way leading from said town road to the lot herein described and connecting with the constructed private way above referred to. Expressly excepting herefrom all rights excepted and reserved in the deed of the above described propertyffer John D. Rockefeller, Jr., to me the said dated to be recorded in the Hancock County, Maine, Registry of Deeds, said exceptions and reservations heing in language as follows: any do in the R the set I the the THE and made and is is the NE 04 4026 Day the the any or / of e or full to way the UR state per - 0 Tape MEDICAL change to 00 0.00 and 7250 the ringer 231234 are jes stard the the part you and to July is app gard Air go board days - - * - @@@@ T WT you Week P police 334 SHIP a with doer extrior white and *** mang which 36 do do the 10 if in the the or user the - a - state donay the may . do with in New is to the and 2470 - - was the Year and 1 house TAXI THE st is other is @ and epis. 873 that at spass the Excepting and reserving unto the said John D. Rockefeller Jr., his heirs and assigns, forever, as appurtenant to his remaining land lying northerly of the lot herein described as conveyed, a right or rights of way for all purposes of a way or ways to be located by said John D. Rockefeller, Jr from said remaining land to said constructed private way, and also over said constructed private way giving access to said town road and also a right of way from said remaining land to and into the way crossing the Bracy Home lot so called. TO HAVE AND TO HOLD the same, together with all the privileges and appurtenances thereunto belonging, to them the said John D. Rockefeller, Jr., D. H. McAlpin, Jackson and Edsel B. Ford, their heirs and assigns forever. AND I do COVENANT with the said John D. Rockefeller, Jr., D. H. McAlpin, Jackson and Edsel B. Ford, their heirs and assigns, that I will WARRANT AND FOREVER DEFEND the premises to them the said Grantees, their heirs and assigns forever, against the lawful claims and demands of all persons claiming by, through or under me. IN WITNESS WHEREOF, I the said and I, wife of the said joining in this deed as Grantor and relinquishing and conveying my right by descent and all other rights in the above described premises, have hereunto set our hands and seals this day of in the year of our Lord one thousand nine hundred and twenty-seven. Signed Sealed and Delivered in presence of the 203 taster - you on year out pass protection are the it was - with - 11 on the 7206 20 your or 150 107 14 in 254, 20 st the 108 the THE 60 (200) 7 ***** the greater or 917 the passes firs ... are 2012 - subject Drive : 2137 wants 127 CORDAY DESIGN 210 PO a SOUTHING by 29993 ... quert possp the , - co was the 1975 $6.95 - company set will 3* not are at in with est adidas the 10 to - - 268 the THE the you the we 6790 = ⑉ you area 874 st to pro - to the the and 235 en to the the 15 DEN the them ***** of by e with 433 . of 05 10 TOP 10 the the that - an - the says / STATE OF County of SS. 1927. Personally appeared the above named and acknowledged the above instrument to be his free act and deed. Before me, Notary Public. my 10.25 rd WHEREAS, John D. Rockefeller, Jr., and D. H. McAlpin both of the City, County and State of New York, Jackson of and Edsel B. Ford of Detroit, Michigan, have this day acquired all of the outstanding stock of the Bracy Cove Land Company in proportions as follows: The said John D. Rockefiller, Jr., shares, the said D. H. McAlpin, shares, the said Jackson, shares, and the said Edsel B. Ford, shares, and WHEREAS it is desired that the ownership of said stock shall be held by the said Rockefeller, McAlpin, Jackson and Ford and the survivors of them. NOW THEREFORE it is hereby mutually agreed by and between the said Rockefeller, McAlpin, Jackson and Ford, that should either of them intend to transfer his said stock it shall first be offered, in writing, to the remaining stockholders at par with interest at four percent from the date of the purchase of the stock; and in the event of their failure to make such purchase within thirty days the right to transfer shall be absolute. IN WITNESS WHEREOF the said parties have hereunto set their hands and seals this day of A. D. 1927. 575 ecose IS adidas 837 was 0006792 para DOE 1947 to to purpose 30 operations 06 CO 8.303 12 SUAL $pe some hasasus guey 0% 403 in 607 17 APS - w spon 3520 its ever joizdow many on 972994 O.C. 200 the To 70 of must $100 amazada no UPS were One any big cou 14 to 2014 pow we WEEPS 2 " pc openar sur $ 100 and pyro - gong you condition . svises CB49 grown ** TY sang years peac (91° got sit 95 07 yus 15962 this the Deprett If 270 074% cases? / or 15% coast of supe of D. 8* 2031 or 6 THIS INDENTURE made the day of in the year of our Lord one thousand nane hundred and twenty- seven. WITNESSETH, That the Bracy Love Lani Company, a cor- poration organized and existing under the laws of Maine and having an established place of business at Seal Harbor, Mount Desert, Hancock County, Maine, in consideration of the cove- nants and agreements herein contained to be performed by the lessee, do hereby lease, demise and let unto the Seal Harbor Yacht Club, a corporation organized and existing under the laws of the State of Maine and located at sa d. Seal Harbor, the property at said Seal Harbor known as the Swimming Pool property and being the same property described as conveyed in the deed from to the said Lessor: dated 9 to be recorded in the Hancock County, Maine, Registry of Deeds to be used and operated by said Seal Harbor Yacht Club as an athletic club. It is understood and agreed by the parties hereto that the Swimming Pool shall not be used on any Sunday during the term hereof. TO HOLD for the summer season of 1927 yielding and paying therefor the rent of $ payable August 1, 1927, and to quit and deliver up the premises to the Lessor or its I attorney, peacefully and quietly at the end of the term aforesaid, in as good order and condition (reasonable use and wearing thereof or inevitable accident, excepted,) as the same are, or may be put into by the said Lessor and not make or suffer any waste thereof; and that it will not assign or under- let the premises or any part thereof, without the consent of the Lessor in writing on the back of this lease. And the Lessor: may enter to view and make improvements, and to expel the the day and in exper and research or are 2000 0% 123R you sis return 44 the was # at app was and ATTY was and in yes- was to and pe the as was adidas 65 e in 2250 the way 16/66 the to out 200 will of $1.19 the as the your the (6) is in but it prover 100 $097 - 3. TOSAT in missing TOTAL and 125 presence INC the general DOT as $800.00 and any - and 277 programs stock lot - - on otherwise of CODE to the gire to w THE New $20 82 very the made in 17 express of STATE THE adidas - ****** 4 102 200% to Bor you of 120 on on the - gip years are bread 06 DES you entree 200 05 38 : the g was THE bure more are 11 wage town of Bro Lessee if it shall fail to pay the rent aforesaid, whether said rent be demanded or not, or if it shall make or suffer any strip or waste thereof, or shall fail to quit and surren- der the premises to the LesJore at the end of said Term, in manner aforesaid, or shall violate any of the covenants in this Lease by said Lessee to be performed. And the premises shall not be occupied, during the said term for any purpose usually denominated extra-hazard- ous as to fire by insurance companies. IN WITNESS WHEREOF, the parties have hereunto in- terchangeably set their hands and seals the day and year first above written. Signed, Sealed and Delivered in Presence of Bracy Cove Land Company By President. Seal Harbor Yacht Club By President. the 12 and Hexper 0349 withouts 03 stoor body the sty 689 stear cap the piege 7 I w Room the New AP - 14 true in pize cert for w s your we 24 organizati se YM min THE as and 199000 20 BE the and qualit 114 0.0 in positive et gre eligi 97, Missing of september way 1 ts # anti with no 975 or st THE 977 with s and STATE OF MAINE. COUNTY OF HANCOCK, SS. SUPREME JUDICIAL COURT IN EQUITY. TO THE HONORABLE THE JUSTICES OF THE SUPREME JUDICIAL COURT OF THE STATE OF MA INE IN EQUITY. R. B. Jacks on of Detroit, Wayne County, Michigan, complains against the Braoy Cove Land Company, a corporation duly existing by law and having an established place of business at Seal Harbor, Mt. Desert, Hancock County, Maine, and says:- 1. That the plaintiff is a stockholder of said Braey Cove Land Company. 2. That there are no existing lintilities against said corporation and no existing assets thereof, requiring dis- tribution among the stockholders. 3. That said Bracy Cove Land Company has censed to do business. 4. That at a meeting of the stockholders of said Bracy Cove Land Company legally called and held at said Seal Harbor on August 7th,1928, it was voted to dissolve such corporation. WHEREFORE, the plaintiff prays:- 1. That said defendant corporation may be dissolved and terminated without the appointment of trustees or receivers. 2. That plaintiff may have such other and further relief as the nature of the case may require. 3. And that such notice of this bill may be given to the defendant corporation as the Court may see fit to order. August 16th1928. (sgd) R.B. Jackson. Lynam& Rodick Solicitor for Plaintiff. players Bodton. (etg) 4713 200 ground base the 810 to 2" you and any as 7970 PTT - .. go $199 ou sys ungive oz, sim are in - 0° are pass pay bayne only series was approve asics oz photograph as in and are to 13 200 - business the 20 each to any case 087397 by I siere o the or ฿ - of an or berry the - break the w covery on 00 the - - - you qui adidas with total n era in - state upe be 7798 three good you card are in in w ** your in the with as you the @vy teles at and - - - - M good w 3° 18 asaya or or before finalit are to and 2 area and 200 with a C STATE OF MAINE. COUNTY OF HANCOCK, ss. SUPREME JUDICIAL COURT IN EQUITY IN VACATION. R. B. Jackson. vs. BRACY COVE LAND COMPANY. On the foregoing bill of complaint, it is ordered, that notice of the pendency thereof be given to the said defendant, Bracy Cove LandCompany, corporation, by giving to A.HeLynam, its Clerk, in hand, an attested copy of said bill and of this order thereof seven days at least before the 27th day of August 1928. That said corporation may then appear at the office of Lynam& Rodick, 86 MainStreet, Bar Harbor, Handock County, Maine, at ten o'clook in the forenoon of said day and then and there to answer to said bill and abide the judgment of said Court thereon. And it is further ordered that said corporation file with the Clerk of said Court for said County of Hancock within thirty days after the day above named for its appearance, its demurrer, plea or answer to said bill if any it has. Bar Harbor, Maine. August 18th 1928. Luere B. Deasy. Justice Supreme Judicial Court. Served on A. H. Lynam Clerk on Monday August 20th, 1928 at Bar Harbor by Otis H. Ingalls. Deputy Sheriff. INVOICE bebora 2018,99 OIT ¥* H plavet OF QTY on yourga's 70473 Tasa 38% Hitpol 1 you your T84U '7828* 130% - po may PIZT 16 and to year price 1304 eve 50% 2,0% TAR (10 diso ONLY 05 goes got are grang 03 voc 16 in green you 1179 STIP 0% NOTE carrs get may #0 UNDER to way $20 for - - - - ... outh op type or Phone KOUTOJS® se was 3000* since w appear wheer you reages. sasse was 12 years payment are SALES cost pr tax in prog in expenses casts w any any or this group. was bottomer 7628 R Spages pa magas us for w give 00 3148 wing or any all 9% " the was and mark / printing his 9* i the is CORNER Ch 86 air NEW a I, Edsel B. Ford of Detroit, Wayne County, Michigan, hereby make affidavit and say that I am the President of the Bracy Cove Land Company, a corporation duly existing by law and having an established place of business at Seal Harbor, Hancock County, Maine; that said Bracy Cove Land Company has ceased to do business and that there are no existing liabilities against said corporation and no existing assets thereof, requiring distribution among the stockholders. Edsel B. Ford STATE OF MAINE County of Hancock, ss. Subscribed and sworn to before me, this 27th day of August A.D. 1928. Albert H. Lynam. (Notarial Seal) Notary Public. to (NO w - pausion tokra 9853 good The w pag suy box ⑉ geta of comments 0 do are 14 days 68 agast HOLD, @@@@@@ care - ONE 100 877 was 30 corporation COAP I this estate 20 go program this AUR space 3jeco 02 progress es pest surve! 8781 way . anchoses.com with expective pr years user DEATH any use 17 string with ayaj I $70 epp 6% app your Caso pung Y crust or gong 25 who proteps STATE OF MAINE. COUNTY OF HANCOCK, ss. SUPRIEE JUDICIAL COURT IN EQUITY. ? R. B. JACKSON vs. BRACY COVE LAND COMPANY. The answer of Bracy Cove Land Company, a corporation duly existing by law, which answers and says:- 1. The defendant admits all the allegations contained in paragraph one of the plaintiff's bill. 2. The defendant admits all the allegations contained in paragraph two of the plaintiff's bill. 3. The defendant admits all the allegations contained in paragraph three of the plaintiff's bill. 4. The defendant likewise admits all the allegations contained in paragraph four of the plaintiff's bill. BRACY COVE LAND COMPANY. By. Edsel B. Ford President. green GSNA w Eyes] Horg march pole was (30) was guns or pro 91731 / 250 QTY the from 17 as OVR - main was TO or are PITTY 8' app eye 420 the age oz 4th PITTY 3' 2.56 sustem was proj n government pays explority in THE one sobate off of plants noze you e 00 @@@@@ 0018 200 of and AS* 8° B SYCKEON In CX 20* adidas ADDITIONAL 2014 (in I, Edsel B. Ford of Detroit, Wayne County, Michigan, hereby make affidavit and say that I am the President of the Bracy Cove Land Company, a corporation duly existing by law and having an established place of business at Seal Harbor, Hanoock County, Maine; that said Bracy Cove Land Company has ceased to do business and that there are no existing liabilities against said corporation and no existing assets thereof, requiring distribution among the stockholders. Edse B and STATE OF MAINE County of Hancock, ss. Subscribed and sworn to before me, this 27th, day of august A.D. 1928. Albert Holynam Notary Public. (Notarial Seal) i 208T) hopein August to esoxy to perose on erro SAFFA ge% or good a 98' SEVER or WITH Eyeme 33 on presence relative $0.37 autoria the USA 170 experies FERTURE and NO expectes glook 60.86 2010 pen GRESSE to go eng spare orizes of of 2003 eaty 8 200% experies on I writing pul (1) 911 were - ash WFF I an Shedy you 0% give global 200 0 1989 I* again B' goxy of were compat prezeji STATE OF MAINE. COUNTY OF HANCOCK, SS. SUPREME JUDICIAL COURT IN EQUITY. TO THE HONORABLE THE JUSTICES OF THE SUPREME JUDICIAL COURT OF THE STATE OF MAINE IN EQUITY. R. B. Jackson of Detroit, Wayne County, Michigan, complains against the Bracy Cove Land Company, a corporation duly existing by law and having an established place of business at Seal Harbor, Mt. Desert, Hancock County, Maine, and says:- 1. That the plaintiff is a stockholder of said Braey Cove Land Company. 2. That there are no existing liabilities against said corporation and no existing assets thereof, requiring dis- tribution among the stockholders. 3. That said Bracy Cove Land Company has ceased to do business. 4. That at a meeting of the stockholders of said Bracy Cove Land Company legally called and held at said Seal Harbor on August 7th,1928, it was voted to dissolve such corporation. WHEREFORE, the plaintiff prays:- 1. That said defendant corporation may be dissolved and terminated without the appointment of trustees or receivers. 2. That plaintiff may have such other and further relief as the nature of the case may require. 3. And that such notice of this bill may be given to the defendant corporation as the Court may see fit to order. August 16th 1928. Lynam & Rodick Solicitor for Plaintiff. TAMP 803703 group 7847 your multi try $1070 rews use of we 12022 * n PAY was ## 23 are #10 or or 9320 work sounce in with jone project has serves radion 47479 mis ADDRESS 14 of of 31 7718 resident is on ⑉ MOTO " AO and so 04 024 pain 903195 4 Use year p ⑈ w of oz or anto steph and s #9.66 in way gase 200g canno a to 2 pairing 100.00 and - expi my, present (7/0 YESH is are spirity *** so - gave 210g it samp 19 , 94 i 100 in # boxy it ⑉ the pt. - NY Sives 10.00 . and green 2020 the ⑉ the maxx 28 and good 12, n ******** STREET 4000 the STATE OF MAINE. COUNTY OF HANCOCK, SS. SUPREME JUDICIAL COURT IN EQUITY. 7 August 27th, 1928. R. B. JACKSON vs. BRACY COVE LAND COMPANY. This cause came on to be heard this day and having been fully heard and argued by Counsel; and thereupon it appearing that due and sufficient service has been made upon said Bracy Cove LandCompany as provided by law and order of Court, and That such service has been proved by proper and satis- factory evidence filed with this Court, it also appearing 1. That the plaintiff is a stookholder of said Bracy Cove Land Company. 2. That there are no existing liabilities against said corporation and no existing assets thereof, requiring distribu- tion among the stockholders. 3. That said Bracy Cove Land Company has ceased to do business. 4. That at a meeting of the stockholders of said Bracy Cove Land Company legally called and held at Seal Harbor, Mount Desert, Hancook County, Maine, on August 7th,1928, it was voted to dissolve such corporation. THEREFORE, upon consideration thereof, the plaintiff's bill is sustained and it is ordered, ad judged and decreed that the defendant corporation known as Bracy Cove Land Company be and hereby is dissolved as from the date of this decree. August 27 th 1928. Luere B. Deasy. Justice Supreme Judicial Court. SOURCES young DA AS rate* paste 3' DATEA wing jeseph TO - $100 the $3.00 4 area 960866* an 1000 082 w 094A you so PITT to way 11 to organing you georgeg always extra gocuston we PO way poses. sequence on yours to alse gree pool any ing very 1019 912 goor nomin . aira at a *$ eye queetog was award 2* was 8929 great 0040 pas @@@@@@ as go you want yys any 20 space crepty 2016 gasis will Caubria. 3' $1.82 app to = or 2014 cream masyouse Apen will gooser YO 8380 smi agen sezarce pen/post w end USAG as n you inco esgar 63 come are 01/0 em get date Dues VITT pount my addest as commay entire to 3018 gives and ce so se post spraighs - years peer COME RTR All' 30 B° yourap 7338 in COSMLX 05 02 @@@@@@@ 20/2020 00/100 anvie 03 STATE OF MAINE. COUNTY OF HANCOCK, SS. SUPREME JUDICIAL COURT IN EQUITY IN VACATION. R. B. JACKSON vs. BRACY COVE LAND COMPANY. On the foregoing bill of complaint, it is ordered, that notice of the pendency thereof be given to the said defendant, Bracy Cove LandCompany, corporation, by giving to A.H.Lynam, its Clerk, in hand, an attested copy of said bill and of this order thereof seven days at least before the 27 th day of August 1928. That said corporation may then appear at the office of Lynam& Rodick, 86 MainStreet, Bar Harbor, Hancock County, Maine, at two o'clock in the afternoon of said day and then and there to answer to said bill and abide the gudgment of said Court thereon. And it is further ordered that said corporation file with the Clerk of said Court for said County of Hancock within thirty days after the day above named for its appearance, its demurrer, plea or answer to said bill if any it has. Bar Harbor, Maine. August 18th, 1928. Luere B. Deasy Justice Supreme Judicial Court. A true copy of the Bill in Equity and Order of Court thereon. Attest:- T.9. Clerk S.J. Court. mohany disturnment of 8*1*Centre V 60b2 03 are The 0.6 gomes 000%4 TOTAL are give patiest JB to TOTAL quarter byou on 20 were PITTS it 202 14 exper the 60% versey gar the THE eye Cross 02 mag come got 8674 comma or yug 12 TO oagstog may was STJ$ oz sero ge2, sug $100 sting spece to truster to 8/19 9123 any UPTUR 490 wing in sin 05 asso 0.7 Apr 02 se BSE youra , Tass* Spep **** will ##99 sincere exgen prezeos #BACK gok st years peroze gps SAFT ges of tea group w you cash oz BUTT 9237 ever dz are 2000) 6344 p3. KIAYUR DO ** porree in the banging). wesnes pc ed the 9779 QV no PITT or 24 to give $ 48* SYOKBOE 3.20 in ANOVILIA or ser 200m 25Y33 02 STATE OF MAINE. COUNTY OF HANCOCK, SS. SUPRELE JUDICIAL COURT IN EQUITY. R. B. JACKSON vs. BRACY COVE LAND COMPANY. The answer of Bracy Cove Land Company, a corporation duly existing by law, which answers and says:- 1. The defendant admits all the allegations contained in paragraph one of the plaintiff's bill. 2. The defendant admits all the allegations contained in paragraph two of the plaintiff's bill. 3. The defendant admits all the allegations contained in paragraph three of the plaintiff's bill. 4. The defendant likewise admits all the allegations contained in paragraph four of the plaintiff's bill. BRACY CODE LAND COMPANY. By. Educ President. the State TRUSS .00 2000 so Terror 11 .WT not 1.00 TOATS note 0809105 . Avob 10008 20 eak the one dolow .... to the handwinep soe of 22.5 ..... sits to one its bankatives ⑉ the et Here is add tomour of . the all is no 06 w signature sin setwards 100 and to that fas THE the $200 yours part in wish STATE OF MAINE. COUNTY OF HANCOCK, ss. SUPREME JUDICIAL COURT IN EQUITY. August 27th, 1928. R. B. JACKSON vs. BRACY COVE LAND COMPANY. This cause came on to be heard this day and having been fully heard and argued by Counsel; and thereupon it appearing that due and sufficient service has been made upon said Bracy Cove LandCompany as provided by law and order of Court, and That such service has been proved by proper and satis- factory evidence filed with this Court, it also appearing 1. That the plaintiff is a stockholder of said Bracy Cove Land Company. 2. That there are no existing liabilities against said corporation and no existing assets thereof, requiring distribu- tion among the stockholders. 3. That said Bracy Cove Land Company has ceased to do business. 4. That at a meeting of the stockholders OF said Bracy Cove Land Company legally called and held at Seal Harbor, Mount Desert, Hancock County, Maine, on August th,1928, it was voted to dissolve such corporation. THEREFORE, upon consideration thereof, the plaintiff's bill is sustained and it is ordered, adjudged and decreed that the defendant corporation known as Bracy Cove Land Company be and hereby is dissolved as from the date of this decree. August 27th, 1928. Luere B. Deasy Justice Supreme Judicial Court. U STEX to STATE 25000 ... 70 WY if is w anywa .er 0840 3000 TOADE :need servings See to below w eb as sure serios 815T as be revars tas atter yoursa Siss good medical 0037529 Any 023 don't bon stands 20 2004 Design the 87W ASS bor Beyang need and solvdee dorth tast gelineqqn befo n alid Hitw 361.99 00000276 10418 Dise to 0 as 22) tatela with #adT .5 Raegrop pried and MM Install 2 las air has netts Broom 06 12 as of sale 9veb FOOTE 3.600 dair .6 clas st Bill to galteen # to producer £408 da Sigi As Exerging squz 9707 Bod ov 0.00 wt are targita no can doing os edit colla 100/2000 DOGS #.00$ Antus begin 53 at 1) bas al 11th 06 (ii) error out 000000 w w week alt most on Sev, as box ,days dargen Impossed STATE OF MAINE. COUNTY OF HANCOCK, SS. SUPREME JUDICIAL COURT IN EQUITY IN VACATION. R. B. JACKSON. vs. BRACY COVE LAND COMPANY. On the foregoing bill of complaint, it is ordered, that notice of the pendency thereof be given to the said defendant, Bracy Cove LandCompany, corporation, by giving to A.HeLynam, its Clerk, in hand, an attested copy of said bill and of this order thereof seven days at least before the 27th day of August 1928. That said corporation may then appear at the office of Lynam& Rodick, 86 MainStreet, Bar Harbor, Hancock County, Maine, at ten o'clock in the forenoon of said day and then and there to answer to said bill and abide the judgment of said Court thereon. And it is further ordered that said corporation file with the Clerk of said Court for said County of Hancock within thirty days after the day above named for its appearance, its demurrer, plea or answer to said bill if any it has. Bar Harbor, Maine. August 18th, 1928. Luere B. Deasy. Justice Supreme Judicial Court. 30 STATE 215700 .. $10 ***** ANGITARAT MY TYPEN .MORNOAT .8.9 ANY STAT RVDD YOURS $ all , st #3 to the site e Dtes mild of Borks #6 Reasons protection air of @02300 et garvis by 6700 state ate to Bea EXP Brea to save 34799078 in at their 091 to gas dtys 6.00 wrothed roses to wes cover sebso steegge power you Sten tod# lesss targth expdast zon all ,40 there to eats the 42.1 sc. w to over ( - and aby ⑉ Date the 3200 od on has said time gas the To adair agas Alao talk st # but t and deposit 26, Wareb the 100% was 20 the n s/t 885 40% 323 est miss into white 22 the 23 Birt of no with .3201 taugua THE Greens STATE OF MAINE. COUNTY OF HANCOCK, SS. SUPREME JUDICIAL COURT IN EQUITY. TO THE HONORABLE THE JUSTICES OF THE SUPREME JUDICIAL COURT OF THE STATE OF MAINE IN EQUITY. R.B. Jackson of Detroit, Wayne County, Michigan, complains against the Bracy Cove Land Company, a corporation duly existing by law and having an established place of business at Seal Harbor, Mt. Desert, Hancock County, Maine, and says:- 1. That the plaintiff is a stockholder. of said Bracy Cove Land Company. 2. That there are no existing liabilities against said corporation and no existing assets thereof, requiring dis- tribution among the stockholders. 3. That said Bracy Cove Land Company has ceased to do business. 4. That at a meeting of the stockholders of said Bracy Cove Land Company legally called and held at said Seal Harbor on August 7th,1928, it was voted to dissolve such corporation. WHEREFORE, the plaintiff prays:- 1. That said defendant corporation may be dissolved and terminated without the appointment of trustees or receivers. 2. That plaintiff may have such other and further relief as the nature of the case may require. 3. And that such notice of this bill may be given to the defendant corporation as the Court may see fit to order. August 16th 1928. Luere R. B. Jackson Lynam & Rodick. Solicitor for Plaintiff. 30 STATE 21700 .00 30 STATE for $30.00 XXT os 3 WI an to STATE 10 97100 it 8.8 4 and prob yours arti or sheaters to bosto is ml so was bca wayer document disease sodies fees 48 proo 20 12 a) one .5 3760 bise mystels or 928 929.87 -01.0 August an and - erie e - are - 93 at, and 60817 bilan to and 20 & to this Ase g seen Daily boffsc elimes 9900 w Coamin be beton day #2 art the are es gase (10) 20 @@@@@@@@ to ever foundar bas have serto you you 9785 both So extra and as are 08 corls nd you and alit 30. or 30om done has s $03.20 of 8/2 999 out 34 .#ollo? 2 menga COT 3 copies 2 carbon 10 AGREEMENT made July 1, 1927, between JOHN D. ROCKEFELLER, Jr. and D. H. Mc ALPIN, both of the City of New York, and ROSCOE M. JACKSON and EDSEL B. FORD, both of the City of Detroit, (hereinafter called "the parties"). Each of the parties holds or is to acquire capital stock of Bracy Cove Land Company, a Maine corporation, (hereinafter called "the Company"). In consideration of the mutual agreements of the parties hereinafter contained, the parties agree with each other as follows: I. During the life of this agreement no stock of the Company now or hereafter owned by any of the parties shall in any case be sold, given away, pledged or otherwise disposed of or en- cumbered, except as hereinafter provided. None of the parties shall offer for sale any portion of his holdings of such stock. If he wishes to sell, he must offer his entire holdings of such stock, including any additional shares thereof which he may hereafter acquire, en bloc. II. If any of the parties wishes to sell any of such stock he shall first offer all of his holdings of such stock for sale at par to all of the other parties who are then stockholders of the Com- pany and they shall have the first right to purchase the same at par in lots proportionate to their respective holdings of stock of the Company at the time of the offer. Each offer shall, unless sooner refused, remain open for acceptance for sixty days. Any offeree who shall not accept such offer within such period shall be deemed to have refused the same. If one of the offerees shall refuse the offer, the remaining two offerees, accepting, shall be bound to pur- chase all of the stock so offered in lots proportionate to their respective holdings of stock of the Company at the time of the offer. If two of the offerees shall refuse the offer, the remaining offeree, accepting, shall be bound to take all of the stock so offered. If all of the offerees shall refuse the offer, the stock offered may be sold in whole or in part without any limitation whatever and after sale shall not be subject to the provisions hereof unless it shall again become the property of one or more of the parties. Delivery of stock to be purchased hereunder and payment therefor shall be made immediately after the expiration of the above mentioned sixty day period. The death of any of the parties after the making of an offer to him as herein provided and prior to his acceptance shall be deemed a refusal to purchase. No offer need be made to any of the parties who is not at the time a stockholder of the Company or to the estate of a deceased party. III. Upon the death of any of the parties, his executors or administrators, as the case may be, shall within ninety days after their qualification offer all of the stock of the Company owned by such deceased party to the other parties in the same manner and upon the same terms as such dec eased party would have been required to do hereunder, if living, in case he wished to sell such stock. IV. Stock sold hereunder to any of the parties shall remain subject to the provisions hereof. V. All offers, acceptances and notices hereunder shall be -2- in writing and shall be deemed to have been duly made or given when addressed and mailed by registered mail to the Post Office address, last known to the sender, of the person to whom the same is to be made or given. VI. Each certificate of stock issued to any of the parties during the life of this agreement shall bear thereon the following notation: "This certificate and the stock represented hereby are subject to the terms of an agreement dated July suffered to 1, 1927, between John D. Rockefeller, Jr., D.H.McAlpin, Roscoe M. Jackson and Edsel B. Ford, a copy of which is on file with the Corporation and is subject to the inspection of its stockholders; the said agreement restricts the right to sell, pledge or otherwise dis- pose of or encumber the said stock; and by the accept- ance hereof the holder agrees to be bound by its terms." VII. Whenever (a) all of the parties shall have died or ceased to be stockholders of the Company or whenever (b) all except one of the parties shall have ceased to be such stockholders and all estates of deceased parties shall either have ceased to be such stock- holders or shall have offered their stock for sale as provided herein, this agreement shall come to an end; but in any event this agreement shall come to an end twenty years from the date hereof; provided, however, that no rights or claims arising from anything done or to be done under and during the life of this agreement shall be thereby impaired or prejudiced. VIII. This agreement may be specifically enforced. IX. This agreement shall bind the executors, administrat- ors and assigns of the parties. -3- IN WITNESS WHERE OF the parties have hereunto set their hands and seals the day and year first above written. L.S. L.S. L.S. L.S. August 18,1928. T. F. Mahoney, Esq Ellsworth, Maine. Dear Ted:- Enclosed herewith please find a bill in equity throught by RoscoeB. Jackson against Bracy Cove Land Company, also. find order of Judge Deasy setting hearing for August 27th at two o'clock in the afternoon. will you please certify the copy and forward it to us so that we may have service made on Monday. Yours very t ruly, TREASURY DEPARTMENT INTERNAL REVENUE SERVICE OFFICE OF THE COLLECTOR AUGUSTA, ME. DISTRICT OF MAINE July 13, 1928. IN REPLYING REFER TO MiscHISD-iog Harbor Club, c/o Lyman & Rodick, Bar Harbor, Maine. This office has not received return of question- naire forwarded to you on June 14th, requesting information with respect to amounts charged as initiation fees and dues, which information was required for the purpose of enabling me to determine whether or not tax on such payments need be paid and collected under the provisions of the Revenue Act of 1928, which became effective June 29, 1928. Another copy of questionnaire form is enclosed, which you are respectfully requested to complete and return immediately. Frank Collector. Encl. mns 143 6 Broadway : New York Brang Cre pl Go January 16, 1928 Dear Miss Marshall: Thank you very much for your letter of January 14th giving the information I desired regarding the issuance of stock in the Bracy Cove Land Company. Very truly, Roberth Gumble Miss Agnes Marshall c/o Lynam & Rodick Attorneys and Counselors Bar Harbor, Maine. . 26 Broadway New York Bray Care L.G March 2, 1928. Re: Brace con hard Co Stock certificates Dear Mr. Lynam: This will acknowledge receipt of your letter of Feb- ruary 28th, answering mine of the 24th to Miss Marshall, for which please accept thanks. Very truly, Mr. A. H. Lynam, Lynam & Rodick, Bar Harbor, Maine. MADE &&&&&&& Bracy Cove Land Company John D. Rockefeller, Jr. 26 Broadway, New York City Roscoe B. Jackson Hudson Motor Co., Detroit, Mich. Edsel B. Ford Detroit, Michigan D. H. McAlpin- Hotel McAlpin, New York City John D. Rockefeller, $rd. New York City and Seal Harbor, Me Edsel B. Ford Detroit, Michigan John D. Rockefeller, 3rd New York City A.H. Lynam Bar Harbor, Maine Seal Harbor Hancock 200,000.00 June 4, 1928. Hon. Edgar C. Smith, Secretary of State, Augusta, Maine. Dear Sir: Enclosed herewith please find State return for the Bracy Cove Land Company for the year of 1927. Yours truly, 26 Broadway New York June 1st, 1928. Dear Miss Marshall: Mr. John D. Rockefeller, 3rd has signed as Treasurer the State Return of the Bracy Cove Land Company and the same is enclosed herein. Very truly, Charles O Haybet Miss Agnes Marshall, Bar Harbor, Me. May 24, 1928. Mr. Charles O. Heydt, 26 Broadway, New York City Dear Mr. Heydt: I am enclosing herewith State Return for the Bracy Cove Land Company which should be si gned either by the President or Treasurer. Mr. Edsel B. Ford is the President and Mr. John D. Rockefeller, 3rd., is the Treasurer. Will you kindly have this instrument sighed either by Mr. Ford or Mr. Rockefeller, have their signature acknowledged before a Notary Public or Justice of the Peace and then forward it to the Secretary of State for the State of Maine. Yours truly, 2 Carbour RECORD OF MEETING. A special meeting of the Bracy Cove Land Company was duly called and held at the office of the Seal Harbor Realty Company at Seal Harbor, Maine, on Tuesday, October 18th, 1927 at four o'clock in the afternoon. Present: S. F. Ralston, David 0. Rodick, Serenus B. Rodick, Paul D. Simpson, A. H. Lynam, and John D. Rockefeller, Jr., being all the stockholders. The reading of the minutes, of the last meeting, was, upon motion, dispensed with. Upon motion it was voted to amend the by-laws by adding the following new by-law: Transfer of Stock. "No transfer of any of the stock of the Corporation shall be valid which is inconsistent with the intention of that certain agreement dated Sept. 1, 1927, between John D. Rockefellgr, Jr., D. H. McAlpin, Roscoe B. Jackson and Edsel B. Ford, a copy of which shall be kept on file by the Corporation and shall be subject to the inspection of its stockholders; the said agreement containing certain restrictions on the right to sell, pledge or otherwise dispose of or encumber stock of the Corporation". An agreement executed by John D. Rockefeller, Jr., D. H. McAlpin, Roscoe B. Jackson and Edsel B. Ford was presented, read and ordered placed on file with the corporation. The President reported that in accordance with the vote taken at a Special Meeting of the Company held on June 21, 1927, eighty shares of the capital stock of the Corporation had been issued to Mr. John D. Rockefeller, Jr., in payment for the tract of land containing 7.3 acros situated at Seal Harbor, on which has now been erected a club house and Swimming Pool. And in accordance with the vote taken at a Special Meeting of the Company held on August 30, 1927, it was unanimously voted to direct the President and Treasurer to deliver to John D. Rockefeller, Jr., 618 shares of the capital stock of this company; to D. H. McAlpin, 49 shares of the capital stock of this company; to Roscoe B. Jackson, 49 shares of the capital stock of this company; to Edsel B. Ford, 699 shares of the capital stock of this company; in payment for the buildings, furniture and furnishings erected upon the property above described, said shares representing the amount each of the parties has invested in said buildings, furniture and furnishings. David O. Rodick then made a transfer to John D. Rocke- feller, Jre, of the one share of stock hold by Mr. Rodick and tendered his resignation as a Director. Upon motion duly seconded it was voted to accept such resignation, and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director to fill the vacancy caused by such resignation and the transfer to John D. Rockefeller, Jray of the share of stock heretofore held by David 0. Rodick. Such election was accordingly had and said John Do Rockefeller, Jr., was declared unanimously elected Director. Serenus B. Rodick then made a transfer to Edsel B. Ford of the one share of stock held by Mr. Rodick and tendered his resignation as a Director and Treasurer. Upon motion duly seconded it was voted to accept such resignation, and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director to fill the vaconey caused by such resignation and the transfer to Edsel Be Ford of the share of stock heretofore held by Serenus B. Rodick Such election was accordingly had and said Edsel B. Fort was declared unan- imously elected Director. S. F. Ralston then made a transfer to D. H. McAlpin of the one share of stock held by Mr. Ralston and tendered his resignation as a Director and President. Mr. Ralston having retired, Mr. John D. Rockefeller, Jr. was unanimously elected President, pro tem. Upon motion it was voted to accept the resignation of Mr. Ralston and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director to fill the vacancy caused by such resignation and the transfer to Do H. McAlpin of the share of stock hereto- fore held by S. F. Ralston. Such election was accordingly had and said D. H. McAlpin was declared unanimously elected Director. On motion duly seconded it was voted to proceed to the election of a President to fill the vacancy aused by the resignation of S. F. Ralston. Such election was accordingly had by written ballot and Edsel B. Ford was declared to be unanimously elected president. On motion duly seconded it was voted to proceed to the election of a Treasurer to fill the vacancy caused by the resignation of Serenus B. Rodick. This was accordingly done and John Do Rockefeller, 3rd. was declared to be unanimously elected Treasurer. A. H. Lynam then made a transfer to Roscoe B. Jackson of the one share of stock held by Mr.Lynam and tendered his resignation as a Director. Upon motion duly seconded it was voted to accept such resignation, and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director to fill the vacancy caused by such resignation and the transfer to Roseoe B. Jackson of the share of stock heretofore hold by A. He Lynam Such election was accordingly had and said Roseoa B. Jackson was declared unaminously elected Director. On motion duly seconded it was voted to adjourn. A true copy, Attest:- Clerk. The Eyrie Seal Harbor, Maine October 12th, 1927. Dear Mr. Lynam:- I am returning herewith Mr. Debevoise's letter to you about the Bracy Cove Land Company minutes and your proposed letter to him. Since these are purely technical and legal matters which you gentlemen are discussing, I am not disposed to intervene, nor take the time to think out the problems involved. When you have reached an agreement as to the method of procedure, I shall be ready to act. Next Tuesday, the 19th will be my last day at Seal Harbor. Very truly, John Mr. A. H. Lynam Bar Harbor, Maine February 28, 1928. Mr. Robert W.Gumbel, 26 Broadway, New York, N.Y. Dear Mr. Gumbel: Answering your letter of February 24th with reference to the forty-nine shares of the Bracy Cove Land Company stock issued to Mr. Jackson, I beg to say that I had supposed I forwarded it to Mr. Jackson in my letter to him of October 20th, 1927, although in his reply he makes no mention of it. On that date I wrote all the stockholders sending them a similar memorandum. Mr. McAlpin was the only one, other than Mr. Debevoise, who acknowledged receipt of the stock. No acknowledg- ment whatever was received from Mr. Ford. At the time I wrote Mr. Debevoise I stated that I was enclosing to him certain stocks and that the remainder I was forwarding directly to the owners. The forty-nine shares issued to Mr. Jackson was authorized before the resignation of the first president and treasurer and was therefore executed here. The transferred stock, one share to Mr. Jackson, was sent to Mr. Debevoise for execution by Mr. Rockefeller 3rd and Mr. Ford, then to be delivered to Mr. Jackson. I am enclosing a copy of the reply of Mr. Jackson. *1 Very truly yours, AHL:NS HUDSON MOTOR CAR COMPANY DETROIT, MICH,U.5.A. CABLE ADDRESS HUDSONCAR October 31, 1927. OFFICE OF THE PRESIDENT Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: Thank you for your letter of October 20th outling the meeting of the Bracy Cove Land Company. It is all entirely satisfactory to me and is as I understood it. Thank you for the information. Yours sincerely, R.B.Jackson/EC minimum 26 Broadway New York February 24th 1928 Dear Miss Marshall: Several weeks ago you were good enough to tell me that a certificate for 49 shares of the Bracy Cove Land Company stock was issued to Mr Roscoe B Jackson. Mr Jackson's office does not find this certificate among his papers, and they have asked whether we here could help them trace it. Do you know how the certificates were delivered, after there issuance ? I shall appreciate any information you may be able to give me. Very sincerely, RobertoGumtel Miss Agnes Marshall, Bar Harbor, Maine. October 20, 1927. Mr. Roseoe B. Jackson, Hudson Motor Company, Detroit, Nichigan. Dear Mr. Jackson: A meeting of the Bracy Cove Land Company was held on Tuesday October 18th. The then stockholders were S. P. Ralston, David 0. Rodick, Serems B. Rodick, Paul D. Simpson and myself. The following new by-law was adopted:- "Transfer of Stock. No transfer of any 0.P the stock of the Corporation shall be valid which is inconsistent with the inten- tion of that certain agreement dated Sept. 1, 1927, between John D. Rockefeller, Jr., D. II. McAlpin, Roseoe B. Jackzon and Edsel B. Ford, a copy of which shall be kept on file by the Corporation and shell be subject to the inspection of its stockholders; the setd agreement containing certain restrictions on the right to sell, pledge or otherwise dispose of or encumber stock of the Corporation". The agreement signed by the parties mentioned in this new by law was placed on file. I understand Mr. Ford and Rr. Rockofoller each are to receive 700 shares of stock and Mr. McAlpin and you are to receive 50 shares each. S. F. Ralston transferred his one share of stock to Mr. McAlpin and an additional issue of forty nine shares was authorized. R.B.J. 10/20/27 -2- David 0. Rodick and Paul D. Simpson transferred their two shares to Mr. John Do Rockefeller, Jras and an additional issue of six hundred ninety eight shares was authorized. Serenus B. Rodick transferred his one share to 11be Fort and an additional issue of six hundred ninety nine shares was authorized. I transferred my one share to you and an additional issue of forty nine shares was authorized. The additional stock was authorized before the resignation of the President and Treasurer. Mr. Ford was elected President in place of Mr. Ralston, resigned; and Mr. John Do Rockefeller, 3rd. was elected Treasurer in place of Mr. Rodick, resigned; Mr. Rocke eller, Jrap Mr. McAlpin, Vv. Ford and you were elected directors. I am still the Clerk. In view of the fact that all of the stock issued after the adoption of the new by-law should contain the additional clause on the back I have repared new certifiest es in place of those transferred, and have forwarded them to Mr. John Do Rockefellor, 3rd. for execution CS Treasurer, after which they will be forwarded to Mr. Ford for execution as President and then be delivered to their proper owners. Yours very truly, BROOKLAWN FARMS D. H. McALPIN OWNER MORRIS PLAINS, N.J. NEW YORK OFFICE 12 TH FLOOR HOTEL MC ALPIN October 27, 1927. Mr. A. H. Lynam, Bar Harbor, Mai ne. Dear Mr. . Lynam: I beg to acknowledge the receipt of your favor of October 20 with stock certificate #8 for forty-nine (49) shares, Bracey Cove Land Co. I am glad you are making progress in this very complicated land company and I hope it will work out satisfactory to all parties concerned. Mr. Rockefeller has taken a great deal of interest in the company and I hope he was pleased with the annual statement. Very truly yours, SHole Alphi 26 Broadway New York October 24, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: This acknowledges receipt of your letter of the 20th instant enclosing certificates, as stated. Those that have not been signed will be sent to Mr. Rockefellers,3r and then to Mr. Ford, as you suggest. We note that you are forwarding the other certificates directly to the Owners. The $500. advanced by Mr. Rockefeller has not been overlooked. Thank you for mentioning it. Yours sincerely, October 20. 1927. Mr. Thomas M. Debevoise, 26 Broadway, New York City Dear Mr. Debevoise: The meeting of the Bracy Cove Land Company was held on Tuesday October 18th, 1927, the proceeding being in accordance with my last letter to you. I am enclosing two certificates of stock issued to Mr. Rockefeller, one for eighty shares Gated September 29th, 1927 and the other for six hundred eighteen shares dated October 18, 1927. David 0. Rodick and Paul D. Simpson transferred their two shares of stock to Mr. Rockefeller. Seremus B. Rodick transferred his one share to Mr. Ford, Mr. Ralston transferred his one share to Mr. McAlpin and I transferred my one share to Mr. Jackson. These certificates were issued prior to the adoption of the new by-law. I have therefore replaced them in the stock book and written new certificates so that all the stock issued will bear the same endorsements and be in accordance with the new by-law. These new certificates which I am enclosing should be signed by Mr. John D. Rockefeller, 3rd. as Treasurer and then be forwarded to Mr. Ford for his signature as President after which they should be delivered to their owners. The stock issued to the other parties I am forwarding directly to them. T.M.D. 10/20/27 -2- I assume that in the ad ajustment of the stock the five hundred dollars advanced by Mr. Rockefoller was taken into consideration. Yours very truly, October 20, 1927. Mr. Edsel B. Ford, Detroit, Michigan. Dear Mr. Ford: A meeting of the Bracy Cove Land Company was held on Tuesday October 18th. The then stockholders were S. F. Ralston, David 0. Rodick, Seremus B. Rodick, Paul D. Sâmpson and myself. The following now by-law was adoptédee "Transfer of stock. No transfer of any of the stock of the Corporation shall be valid which is inconsistent with the in ten- tion of that cortain agreement dated Sept. 1, 1927, between John D. Rockefeller, Jr., D. H. McAlpin, Roseee B. Jackson and Edsel B. Ford, a copy of which shall be kept on file by the Corporation and shall be subject to the inspection of its stockholders; the said agreement containing certain restrictions on the right to sell, pledge or otherwise dispose of or encumber stock of the Corporation". The agreement signed by the parties mentioned in this new by- law was placed on file. I understand you and Mr. Rockafeller each are to receive 700 shares of stock, and Mr. McAlpin and Mr. Jackson each 50 shares. S. F. Ralston transferred his one share of stock to Mr. McAlpin and an additional issue of forty nine shares was authorized. E.B.F. 10/20/27 -2- David 0. Rodick and Paul D. Simpson transferred their two shares to Mr. John Do Rockefeller, Jr. and an additional issue of six hundred ninety eight shares was authorized. Serenus B. Rodick transferred his one share to you and an additional is ue of six hundred ninety nine shares was authorized. I transferred my one share to Mr. Jackson and an additional issue of forty nine shares was authorized. The additional stock was authorized before the resignation of the President and Treasurer. You were elected Presidert in place of Mr. Rolston, resigned; and Mr. John D. Rocke Celler, 3rd. was elected Treasurer in place of Mr. Rodick, resigned. Mr. Rockefeller, Jrea Mr. McAlpin, Mr. Jookson and you were elected directors. I am still the Clerk. In view of the fact that all of the steel issued after the adoption of the now by-low should contain the additional clause on the back I have prepared new certificates in place of those transferred, and have forwarded them to Mr. John D. Rockefeller, 3rd. for execution as Treasurer, after which they will be forwarded to you for execution as President. They should then be delivered to their proper owners. Yours very truly, Form 1204 CLASS OF SERVICE This is a full-rate WESTERN SYMBOLS BLUE Day Letter Telegram or Cable- NITE Night Message gram unless its char- NL Night Letter acter is indicated by UNION LCO Deferred a symbol in the check CLT Cable Letter or in the address. WLT Week End Letter NEWCOMB CARLTON, PRESIDENT J.C. WILLEVER. FIRST VICE-PRESIDENT The filing time as shown in the date line on full-rate telegrams and day letters, and the time of receipt at destination as shown on all messages, is STANDARD TIME. Received at BAR 31RZ F 23 MD NEWYORK NY 200P OCT 24 1927 A H LYNAM €15 BARHARBOR ME HAS INCREASE OF BRACY COVE LAND COMPANY STOCK TO TWO HUNDRED THOUSAND BEEN DULY AUTHORIZED OR IS CAPITALIZATION STILL ONE HUNDRED FIFTY THOUSAND THOMAS M DEBEVOISE 240P Form 1206-A CLASS OF SERVICE DESIRED NO. CASH OR CHG. DOMESTIC CABLE TELEGRAM X FULL RATE WESTERN DAY LETTER DEFERRED CHECK NIGHT CABLE MESSAGE LETTER NIGHT WEEK END LETTER LETTER UNION TIME FILED Patrons should check class of service desired; otherwise message will be transmitted as a full-rate communication NEWCOMB CARLTON, PRESIDENT J. C. WILLEVER, FIRST VICE-PRESIDENT Send the following message, subject to the terms on back hereof, which are hereby agreed to Bar Harbor, Maine, Oct. 24, 1927. Mr. Thomas M. Debevoise, 26 Broadway, New York City. Increase of Bracy Cove Land Company Stock has been auth rized. A. H. Lynam ALL MESSAGES TAKEN BY THIS COMPANY ARE SUBJECT TO THE FOLLOWING TERMS: guard against mistakes or delays, the sender of a message should order it repeated, that is, telegraphed back to the originating office for comparison. For this, one-half the unrepeated domestic message rate or one-quarter the unrepeated cable message rate is charged in addition. Unless therwise indicated on its face, this is an unrepeated message and paid for as such, in consideration whereof it is agreed between the sender of the message and this company as follows: 1. The company shall not be liable for mistakes or delays in the transmission or delivery, or for non-delivery, of any message received for transmission at the unre- peated-message rate beyond the sum of five hundred dollars; nor for mistakes or delays in the transmission or delivery, or for non-delivery, of any message received for transmission at the repeated-message rate beyond the sum of five thousand dollars, unless specially valued; nor in any case for delays arising from unavoidable interrup- tion in the working of its lines; nor for errors in cipher or obscure messages. 2. In any event the company shall not be liable for damages for mistakes or delays in the transmission or delivery, or for the non-delivery, of any message, whether caused by the negligence of its servants or otherwise, beyond the sum of five thousand dollars, at which amount each message is deemed to be valued, unless a greater value is stated in writing by the sender thereof at the time the message is tendered for transmission, and unless the repeated-message rate is paid or agreed to be paid, and an additional charge equal to one-tenth of one percent of the amount by which such valuation shall exceed five thousand dollars. 3. The company is hereby made the agent of the sender, without liability, to forward this message over the lines of any other company when necessary to reach its destination. 4. Domestic messages and incoming cable messages will be delivered free within one-half mile of the company's office in towns of 5,000 population or less, and within one mile of such office in other cities or towns. Beyond these limits the company does not undertake to make delivery, but will, without liability, at the sen- der's request, as his agent and at his expense, endeavor to contract for him for such delivery at a reasonable price. 5. No responsibility attaches to this company concerning messages until the same are accepted at one of its transmitting offices; and if a message is sent to such office by one of the company's messengers, he acts for that purpose as the agent of the sender. 6. The company will not be liable for damages or statutory penalties in any case where the claim is not presented in writing within sixty days after the message is filed with the company for transmission. 7. It is agreed that in any action by the company to recover the tolls for any message or messages the prompt and correct transmission and delivery thereof shall be presumed, subject to rebuttal by competent evidence. 8. Special terms governing the transmission of messages according to their classes, as enumerated below, shall apply to messages in each of such respective classes in addition to all the foregoing terms. 9. No employee of the company is authorized to vary the foregoing. THE WESTERN UNION TELEGRAPH COMPANY INCORPORATED NEWCOMB CARLTON, PRESIDENT CLASSES OF SERVICE TELEGRAMS ard telegram rate for 10 words shall be charged for the transmission of 50 words or less, and one-fifth of such standard telegram rate for 10 words shall be charged A full-rate expedited service. for each additional 10 words or less. NIGHT MESSAGES SPECIAL TERMS APPLYING TO NIGHT LETTERS: Accepted up to 2:00 A.M. at reduced rates to be sent during the night and deliv- In further consideration of the reduced rates for this special Night Letter serv- ice, the following special terms in addition to those enumerated above are hereby ered not earlier than the morning of the ensuing business day. agreed to: Night Messages may at the option of the Telegraph Company be mailed at des- A. Night Letters may at the option of the Telegraph Company be mailed at tination to the addressees, and the Company shall be deemed to have discharged destination to the addressees, and the Company shall be deemed to have dis- its obligation in such cases with respect to delivery by mailing such night messages charged its obligation in such cases with respect to delivery by mailing such Night at destination, postage prepaid. Letters at destination, postage prepaid. DAY LETTERS B. Night Letters shall be written in plain English. Code language is not per- missible. A deferred day service at rates lower than the standard telegram rates as fol- No employee of the Company is authorized to vary the foregoing. lows: One and one-half times the standard night letter rate for the transmission of 50 words or less and one-fifth of the initial rates for each additional 10 words FULL RATE CABLES or less. An expedited service throughout. Code language permitted. SPECIAL TERMS APPLYING TO DAY LETTERS: In further consideration of the reduced rate for this special Day Letter service, DEFERRED HALF-RATE CABLES the following special terms in addition to those enumerated above are hereby agreed to: Half-rate messages are subject to being deferred in favor of full rate messages A. Day Letters may be forwarded by the Telegraph Company as a deferred for not exceeding 24 hours. Must be in language of country of origin or of destina- service and the transmission and delivery of such Day Letters is, in all respects, tion, or in French. This class of service is in effect with most European countries subordinate to the priority of transmission and delivery of regular telegrams. and with various other countries throughout the world. Full particulars supplied B. Day Letters shall be written in plain English. Code language is not per- on application at any Western Union Office. missible. CABLE LETTERS c. This Day Letter is received subject to the express understanding and agree- ment that the Company does not undertake that a Day Letter shall be delivered For plain-language communications. The language of the country of des- on the day of its date absolutely, and at all events; but that the Company's obliga- tination may be employed, if the Cable Letter service is in operation to that country. tion in this respect is subject to the condition that there shall remain sufficient Subject to delivery at the convenience of the Company within 24 hours if telegraphic time for the transmission and delivery of such Day Letter on the day of its date delivery is selected. Delivery by mail beyond London will be made if a full mail- during regular office hours, subject to the priority of the transmission of regular ing address is given and the words "Post London" are written after the destina- telegrams under the conditions named above. tion. Rate is approximately one-third of the full rate; minimum 20 words. No employee of the Company is authorized to vary the foregoing. WEEK-END LETTERS NIGHT LETTERS Similar to Cable Letters except that they are accepted up to midnight Saturday Accepted up to 2:00 A M. for delivery on the morning of the ensuing business for delivery Monday morning, if telegraphic delivery is selected. Rate is approx- day, at rates still lower than standard night message rates, as follows: The stand- imately one-quarter of the full rate; minimum 20 words. January 14, 1928. Mr. Robert W. Gumbel, 26 Broadway, New York City: My dear Mr. Gumbel: Your letter of January 12th concerning the stock issued by the Bracy Cove Land Company, is received. The stock which has been issued by this Company to date, is as follows: Cert. No. 6 to John D. Rockefeller, Jr., for 80 shares; Cert. No. 7 to John D. Rock efeller, Jrop for 618 " Cert. No. 8 to Do H. McAlpin, for 49 shares; Cert. No. 9 to Roseoe B. Jackson for 49 shares; Cert. No. 10 to Edsel B. Ford for 699 shares; Cert. No. 11 to D. H. McAlpin for 1 share; Cert. No. 12 to John D. Rock efeller, Jr., for 2 shares; Cert. No. 13 to Edsel B. Ford, for 1 share; Cert. No. 14 to Roscoe B. Jackson, for 1 share; This makes the total stock to be held as follows: Seven hundred shares in John D. Rockefeller, Jr., seven hundred shares in Edsel B. Ford, fifty shares in D. H. McAlpin and fifty shares in Roseoe B. Jackson. Trusting this is all the information which you desired, I am, Very truly, 26 Broadway New York January 12th 1928 My dear Miss Marshall: Can you, in Mr Lynam's absence, tell me what stock has been issued by the Bracy Cove Land Company to its stock- holders ? The stockholders, at present I understand, are Mr Edsel Ford Mr R B Jackson Dr D Hunter McAlpin Mr John D Rockefeller, Jr 2 How many shares have been issued to each of three gentlemen first named ? Trusting I am not troubling you too much in this matter, I am, Very truly, Robert Gumber. Miss Agnes Marshall, Secretary to Mr A H Lynam, Bar Harbor, Maine. October 20, 1927. Dr. D. H. McAlpin] Hotel McAlpin, New York City Dear Dr. McAlpin: A meeting of the Bracy Cove Land Company was hold on Tuesday October 13th. The then stockholders were S. F. Ralston, David 0. Rodick, Serenus B. Rodick, Paul D. Simpson and myself. The following new by-law was adopted:- "Transfer of Stock. No transfer of any of the stock of the Corporation shall be valid which is inconsistent with the inton- tion of that certain agreement dated Sept. 1, 1927, between John D. Rockefoller, Jr.,.D. H. Malpin, Roseoe B. Jackson, and Edsel B. Ford, a copy of w hich shall be kept on file by the Corporation and shall be subject to the inspection of its stockholders; the said agreement containing certain restrictions on the right to sell, pledge or otherwise dispose of or encumber.stock of the Corporation". The agreement sighed by the parties mentioned in this new by- law was placed on file. I understand Mr. Ford and Mr. Rockefeller each are to receive 700 shares of stock, and you and Mr, Jackson each 50 shares. S. F. Ralston transferred his one share of stock to you and an additional issue of forty nine shares was authorized. D.H.M.A. 10/20/27 -2- David 0. Rodick and Paul D. Simpson transferred their two shares to Mr. John D. Rockefoller, Jr. and an additional issue of six hundred ninety eight shares was authorized. Serems B. Rodick transferred his one share to Mr. Edsel B. Ford and an additional issue of six hundred ninety nine shares was authorized. I transferred my one sharo to Mr. Jackson and an additional issue of forty nine shares was authorized. The additional stock was authorized before the resignation of the President and Treasurer. Mr. Ford 128.8 elected President in place of Mr. Relston, resigned; and Mr. John D. Rockefeller, 3rd. was elected Treasurer in place of Mr. Rodick, resigned. Mr. Rockofeller, Jrop Mr. Jackson, Mr. Ford and you were elected directors. I am still the Clerk. In view of the fact that all of the stock issued after the adoption of the new by-law should contain the additional clause on the back I have prepared new certificates in place of those transferred, and have forwarded them to Mr. John D. Rockefeller, 3rd. for execution as Treasurer, after which they will be forwarded to Mr. Ford for execution as President and then be delivered to their proper owners. Yours very truly, October 13, 1927. Mr. Thomas M. Debevoise, 26 Broadway, New York City Dear Mr. Debevoise: Answering yours of October 6th, with reference to the minutes of the meeting of the stockholders of Bracy Cove Land Company, I beg to say. If the paragraph directing the issuance of the balance of the Company's stock should be the last action taken at the meeting, the n should not the paragraph directing the issuance of the stock for the land also be taken last, in which case no quorum is present during the latter part of the meeting, thus making necessary an adjournment and a completion of the records after the various stockholders could be gotten toget her As you say, technically it is correct as I have it, as by-law Number 5 states that "A majority of the stock issued represented in person or by proxy shall constitute a quorum of stockholders". Would it not therefore be better to complete the business as I now have the records and have a ratification at a later meeting when all the stockholders are presen t. The stock could then be issued and signed by the pr sent officers, without bothering the new ones. Under our law it is not necessary that a quorum in number be present, A majority of the stock issued constitutes a quorum. T.M.D. 10/13/27 The other suggestions made in your letter are good and I have adopted.them. Next Tuesday is Mr. Rockefeller's last day at Seal Harbor. Could you therefore let me know if you approve of my suggestions in time to hold the meeting before then. Very truly yours, 26 Broadway New York October 6, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: Your letter of the 4th instant, enclosing proposed minutes of the meeting of the st lockholders' of Bracy Cove Land Company, is at hand. I note that as the minutes are now drawn the provision directing the issuance of the balance of the Company'ssstock comes before the provisions reciting the receipt of resignations and the election of new directors. Technically, I have no doubt, this is cor- rect, for by-law No. 5 states that "A majority of the stock issued, represented in person or by proxy, shall constitute a quorum of stock- holders", and stock which the President and Treasurer are directed "to deliver" is not technically issued. This question could, however, easily be avoided by transferring the paragraph which I have marked on the second page to the last page so as to make the action described in it the last taken at the meeting. In this case the word "and" at the beginning of the paragraph would, of course, be omitted. I have suggested in lead pencil one change in several places. In view of the fact that the resignations of the directors are to be received and accepted by the meeting, the vacancies in the Board are caused primarily, are they not, by such resignations rather than by the transfer of stock? It can do no harm to mention the transfers as well as the resignations, but the resignations should, I think, surely be men- tioned. Mr. A. H. Lynam -2- October 6, 1927. In the next to the last paragraph of the third page I have suggested a change in form so as to have the same phraseology used in regard to the transfer of Mr. Ralston's share as is used in regard to the transfer of the other shares. If your resignation as a director were made to take effect at a date after the meeting, then Mr. Jackson could be elected as of that date, subject to his qualification as a stockholder, and your transfer of stock to him could be made after the meeting. This would No. mean that you would have a quorum in number present at the meeting throughout but probably under your law (as would be the case in New York ) this is not necessary. Yours sincerely, Enc. October 4, 1927. Mr. Thomas M. Debevoise, 26 Broadway, New York City Dear Mr. Debevoise: Miss Adams forwarded to me the proposed minutes of the Bracy Cove Land Company together with your memorandum attached. I assume you prefer a quorum present at all times rather than having the stockholders ratify and approve the minutes in writing. I have therefore redrafted the minutes changing the order somewhat which I think you will find much better than I had it originally. You will notice Mr. Ralston's resignation and Mr. Ford's election as President can take place at once without taking effect later. In the now form with a certificate issued to Mr. Rockefeller for the purchase of land under a vote passed June 21st, 1927, a quorum is present at all times. Mr. Simpson not being a director simply transfers his stock to Mr. Rockefeller without mention dn the minutes of the meeting. Mr. Rockefeller is satisfied with the minutes if they meet with your approval. Very truly yours, Lynam & Rodick what helpers A. H. Lynam David 1. Rodick Attorneys and Serenus B. Rodick Counselors Bar Harbor, Maine, September 28, 1927. Mr. John D. Rockefeller, Jr., Seal Harbor, Maine. Dear Mr. Rockefeller: Miss Adams has returned to me the proposed minutes with reference to the Bracy Cove Land Company. From Mr. Debevoise's memorandum, enclosed therewith, I assume he would prefer a change in the minutes so that there will be a quorum present at all times and no necessity of obtaining a ratification from Messrs. Ford, Jackson and McAlpin. In order to provide a quorum throughout the entire meeting I have had issued toyou, for the land, the eighty shares of stock authorized at a meeting held on June 21st. Without doing this there would not be a quorum after I transferred the one share held by me to Mr. Jackson, a quorum being a majority of the stock issued. I am enclosing a copy of the redrafted minutes so that you may forward it to Mr. Debevoise. Very truly yours, a. H.Lynam September 28, 1927. Mr. John D. Rockefeller, Jr., Seal Harbor, Maine. Dear Mr. Rockefeller: Miss Adams has returned to me the proposed minutes with reference to the Bracy Cove Land Company. From Mr. Debevoise's memorandum, enclosed therewith, I assume he would prefer a change in the minutes so that there will be a quorum present at all times and no necessity of obtaining a ratification from Messrs. Ford, Jackson and McAlpin. In order to provide a quorum throughout the entire meeting I have had issued toyou, for the land, the eighty shares of stock authorized at a meeting held on June 21st. Without doing this there would not be a quorum after I transferred the one share held by me to Mr. Jackson, a quorum being a majority of the stock issued. I am enclosing a copy of the redrafted minutes so that you may forward it to Mr. Debevoise. Very truly yours, 26 Broadway New York September 26th, 1927. Dear Mr. Lynam: Mr. Rockefeller, Jr. asks me to say that in accordance with Mr.Debevoisetsmemorandum with the attached file, he is prepared to go ahead with the proposed meeting after his return to Seal Harbor. He is leaving tomorrow afternoon. Very truly, Arm Adams Mr. A. H. Lynam, Bar Harbor, Me. Memorandum for Mr. Rockefeller. September 23,1927. The draft minutes annexed to Mr. Lynam's letter to you of the 9th instant show that he expects to have present on the first day of the special Bracy Cove meeting all five of the stockholders. My understanding is that Messrs. Ford, Jackson and McAlpin will not be available at the time this meeting is held. I suggest, therefore, that after you have entered the meeting in Mr. David Rodick's place, after Mr.Ford has been elected a director in Mr. Serenus Rodick's place, and after Mr. Jackson has been elected a director in Mr. Lynam's place, you, Mr. Ralston and Mr. Simpson, being the stockholders still present at the meeting and a majority of all the stockholders, receive Mr. Ralston's resignation as a director, to take effect, say October 1st, and elect Dr.McAlpin a director in his place, Dr. McAlpin's election to take effect at the same time as Mr. Ralston'sresignation and on Dr. McAlpin's qualifi- cation as a stockholder. After the meeting Mr.Ralston can transfer his stock to Dr.McAlpin. Mr. Ralston can then resign as president and Mr. Ford be elected by the meeting as his successor and the other business out- lined in the minutes transacted. In this other business there will, of course, be included the election of your son John as treasurer. After the meeting has been held - 1. The officers of the Company will be as follows: President, Mr. Ford, Treasurer, Mr. John D. Rockefeller, 3rd Clerk, Mr. Lynam 2. The directors will be as follows: Messrs. John D. Rockefeller, Jr. Ford Jackson McAlpin 3. The stock will be divided as follows: Mr. John D. Rockefeller, Jr., 700 shares Mr. Edsel B. Ford, 700 " Mr. Roscoe B. Jackson, 50 " Dr. D. H. McAlpin, 50 " m -2- Call Lynam & Rodick A. H. Lynam David 1. Rodick Attorneys and Serenue B. Rodick Counselors Bar Harbor, Maine, September 15, 1927. Mr. John D. Rockefeller, Jr., Seal Harbor, Maine. Dear Mr. Rockefeller: I am returning herewith the Bracy Cove Land Company papers corrected to show the number of shares held by each. Your son gets Mr. Simpson's share. You get the share held by Mr. David 0. Rodick. This together with the 618 shares and the 80 shares for the land makes your number correct. The others each have one share transferred to them from the former Directors. This seemed to me to be the best way to take care of the matter. I shall be glad however to change the proposed minutes any way you suggest. Very truly yours, Mognam P. S. It is not necessary that your son be a stockholder no to be the Treasurer but I assume that you prefer it that way. 5. 158. 1/30 5. Lynam & Rodick A. H. Lignam Attorneys and 1/30 David 1 Rodick Serrius B. Rodick Counselors 14/30 80 14/30 GO Bar Harbor, Maine, September 9, 1927. Mr. John D. Rockefeller, Jr., Seal Harbor, Maine. Dear Mr. Rockefeller: Although I have not as yet heard from Mr. Gumbel I have prepared and am enclosing herewith copy of proposed records of the Bracy Cove Land Company with reference to the resignation of the temporary directors and the transfer of their stock and the election of new directors and officers, also adoption of new by-law. I am also enclosing the original agreement to be signed by the owners. As soon as I hear from Mr. Gumbel or you advise me of any changes and the proportions of stock I will revise the records and get matters into shape for final action. After I get the proportions I can have the stock prepared ready for execution. Yours very truly, Miyman Copy act CALL FOR MEETING. A meeting of the Bracy Cove Land Company will be held at the office of the Seal Harbor Realty Company, Seal Harbor, Maine, on Saturday, September 10, 1927, at ten o'clock in the forenoon, for the following purposes: To amend the by-laws by adding the following new by-law: Transfer of Stock. "No transfer of any of the stock of the Corporation shall be valid which is inconsistent with the intention of that certain agreement dated Sept. 1, 1927, between John D. Rockefeller, Jr., D. H. McAlpin, Roscoe B. Jackson and Edsel B. Ford, a copy of which shall be kept on file by the Corporation and shall be subject to the inspection of its stockholders; the said agreement containing certain restrictions on the right to sell, pledge or otherwise dispose of or encumber stock of the Corporation." To transact such other business as may come before the meeting. Clerk. all Copy RECORD OF MEETING. Pursuant to ad journment as set forth on the preceeding page a meeting of the stockholders was held at the office of the Seal Harbor Realty Company, Seal Harbor, Ma ine, on the day of September 1927, at ten o'clock in the fore- noon. There were present: John D.Rockefeller, Jr., Roscoe B. Jackson, Edsel B. Ford, (and John D. Rockefeller, 3rd, being a majority and quorum of the stockholders, and the Clerk A.H. Lynam. In the absence of the President or other presiding officer John D. Rockefeller Jr. was chosen President pro tem and duly presided over the meeting. S.F.Ralston transferred to D. H.McAlpin the one share of stock held by Mr. Ralston and tendered his resignation as a Director and President. Upon motion it was voted to accept such resignation, and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director to fill the vacan - cy caused by the transfer to D. H. McAlpin of the share of stock heretofore held by S. F. Ralston. Such election was according- ly had and said D. H. McAlpin was declared unanimously elected Director and being present accepted the office, took his seat and took part thereafter in the meeting. Old Copy RECORD OF MEETING. A special meeting of the Bracy Cove Land Company was duly called and held at the office of the Seal Harbor Realty Company at Seal Harbor, Maine, on Saturday September 10th, 1927 at ten o'clock in the forenoon. Present: S.F.Ralston, David 0. Rodick, Serenus B.Rodick, Paul D. Simpson and A.M. Lynam, being all the stockholders. The reading of the minutes of the last meeting was, upon motion, dispensed with. David 0. Rodick then made a transfer to John D. Rocke- feller Jr. of the one share of stock held by Mr. Rodick and tendered his resignation as a Director. Upon motion duly seconded it was voted to accept such resignation, and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director to fill the vacancy caused by the transfer to John D.Rocke- ferler Jr. of the share of stock heretofore held by David O. Rodick. Such election was accordingly had and said John D. Rockefeller Jr. was declared unanimously elected Director and being present accepted the office, took his seat and took part thereafter in the meeting. Serenus B. Rodick then made a transfer to Edsel B.Ford of the one share of stock held by Mr. Rodick and tendered his resignation as a Directo andTreasurer. Upon motion duly seconded it was voted to accept such resignation, and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director Old Cap" On motion duly seconded it was voted to proceed to the election of a President to fill the vacancy caused by the resignation of S. F. Ralston. Such election was accordingly held by written ballot and Edsel B. Ford was declared to be unanimously elected president. On motion duly seconded it was voted to proceed to the election of a Treasurer to fill the vacancy caused by the resignation of Serenus B. Rodick. This was accordingly done and John D. Rockefeller, 3rd. was declared to be unanimously elected Treasurer. Upon motion it was voted to amend the by-laws by adding the following new by-law: Transfer of Stock. "No transfer of any of the stock of the Corporation shall be valid which is inconsistent with the intention of that certain agreement datedSept. 1, 1927, between John D. Rockefeller, Jr., D. H. McAlpin, Roscoe B. Jackson, and Edsel B. ord, a copy of which shall be kept on file by the Corporation and shall be subject to the inspection of its stockholders; the said agreement containing certain restrictions on the right to sell, pledge or otherwise dispose of or encumber stock of the Corporation". An agreement executed by John D. Rockefeller, Jr., D. H. McAlpin, Roscoe B. Jackson and Edsel B. Ford was presented, read, and ordered placed on file with the corporation. In accordance with the vote taken at a Special meeting of the Company held on June 21, 1927 the President and Treasurer are hereby directed to deliver to Mr. John D. Rocke- feller, Jr. eighty shares of the capital stock of the Corporation Old in payment for the tract of land containing 7.3 acres situated at Seal Harbor, on which has now been erected a club house and Swimming Pool. And in accordance with the vote taken at a Special Meeting of the Company held on August 30, 1927, it was further unanimously voted to direct the President and Treasurer to deliver to John D. Rockefeller, Jr., 618 shares of the capital stock of this Company; to D. H. McAlpin, 49 shares of the capital stock of this Company; to Roscoe B. Jackson, 49 shares of the capital stock of this Company; to Edsel B. Ford, 699 shares of the capital stock of this Company, in payment for the buildings, furniture and furnishings erected upon the property above described, said shares representing the amount each of the parties have invested in said buildings, furniture and furnishings. Copy all We, the undersigned, being all the stockholders and members of the Bracy Cove Land Company, hereby acknowledge that we were present at the foregoing meeting held on the day of September, 1927, the record of which said meeting is above written and we hereby consent to and ratify said meeting and all proceedings taken thereat as above recorded. aucope to fill the vacancy caused by the transfer to Edsel B. Ford of the share of stock heretofore held by Serenus B. Rodick. Such election was accordingly had and said Edsel B. For d was declared unanimously elected Director and being present accepted the office, took his seat and took part thereafter in the meeting. A. H.Lynam then made a transfer to Roscoe B. Jackson of the one share of stock held by Mr. Lynam and tendered his resignation as a Director. Upon motion duly seconded it was voted to accept such resignation, and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director to fill the vacancy caused by the transfer to Roscoe B. Jackson of the share of stock heretofore held by Serenus B. Rodick. Jackson Such election was accordingly had and said Edsel B. Ford was declared unanimously elected Director/and being present accepted the office, took his seat and took part thereafter in the meeting. On motion duly seconded it was voted to adjourn to meet at the office of the Seal Harbor Realty Company, Seal Harbor, Maine, on September 1927 at ten o'clock in the forenoon. A true copy:- Attest:- Clerk. Form 427-U.S. - INTERNAL REVENUE Revised Mar., 1923 ORDER FOR STAMPSDOCUMENTARY To Collector of Internal Revenue AUGUSTA MAIN Please furnish internal-revenue stamps specified below: at To be sent by to (Ordinary mail, registered mail, or express.) (Signature of purchaser.) , 192 at (address) 2-7753 (See "Instructions" on back.) INSTRUCTIONS. Unless otherwise directed stamps will be sent by ordinary mail at the risk of the purchaser. If ordered to be sent by registered mail the order must be accompanied by money or postage stamps to pay postage and registry fee. (T. D. 2357.) Stamps will also be forwarded by express at the expense of the taxpayer. Where the circumstances will permit it is desired that stamps be ordered in such multiples to avoid fractions in the total amount of the order. 2-7753 GOVERNMENT PRINTING OFFICE September 23,1927. Sanford L. Fogg, Esq. Deputy Attorney General, Augusta, Maine. Dear Sir:- I wish to acknowledge receipt of your letter of September 14th enclosing corporation return and calling attention to the penalty for not filing this return. The certificate of organization was filed in your office on May 7, 1927 and the filing of this return so soon after the organization of the corporation was overlooked by me. I am enclosing herewith the return as requested. Yours very truly, SER:IMS September 15, 1927. Mr. John D. Rockefeller, Jree Seal Harbor, Maine. Dear Mr. Rockefeller: I am returning herewith the Bracy Cove Land Company papers corrected to show the number of shares held by each. Your son gets Mr. Simpson's share. You get the share held by Mr. David 0. Rodick. This together with the 618 shares and the 80 shares for the land makes your number correct. The others each have one share transferred to them from the former Directors. This seemed to me to be the best way to take care of the matter. I shall be glad however to change the proposed minutes any way you suggest. Very truly yours, P.S. It is not necessary that your Treasures son stackhalder to be the that but he a & assume that it way. STATE OF MAINE DEPARTMENT OF THE ATTORNEY GENERAL AUGUSTA September 14, 1927. Dear Sir:- In re Bracy Cove Land Co, In compliance with the provisions of Section 30 of Chapter 51 of the Revised Statutes, the Secretary of State has reported to this office that the above company has made no return for the past year as provided by law. For the neglect or refusal of its officers to make such return, the corporation forfeits Five Hundred Dollars, and it is the duty of this office to begin suit to enforce the penalty provided by law. Your attention is called to Chapter 51, Sections 28 to 30 inclusive, of Revised Statutes. Please fill out the enclosed blank and mail to the Secretary of State promptly. Yours very truly, Sanford L. Fogg, Deputy Attorney General. 26 Broadway New York September 10, 1927. Dear Mr. Lynam: In the absence of Mr. Gumbel, I acknowledge the receipt of your letter of September 2nd. Mr. Debevoise, who is in the office today and to whom your letter was shown, asks me to say that he considers it quite important that a meeting of the Bracy Cove Land Company be held now, while the owners are available. Very truly, mAdam Mr. A.H.Lynam, Bar Harbor, Maine. 26 Broadway New York September 3rd 1927 Dear Mr Lynam Ireceived a letter from Mr Rockefeller, Junior this morning advising that at a recent meeting of the Owners, it was decided to issue the stock of the Bracy Cove Land Company now in the treasury, and not to increase the capital. Therefore I telegraphed you stating that I am assumed in view of action you had taken no steps to increase the capital. Very truly, Robert Gumble Mr A H Lynam, Bar Harbor, Maine. September 9, 1927. Mr. George R. Hadlock, Registry of Deeds, Ellsworth, Maine. Dear George: I am enclosing herewith Certificate of Clerk of the Bracy Cove Land Company. Please have this recorded, charge and return to me. Very truly yours, September 9, 1927. Mr. John D. Rockefeller, Jr., Seal Harbor, Maine. Dear Mr. Rockefeller: I am enclosing herewith a memorandum of the condition of certain lands in the vicinity of Duck Brook and at Otter Creek, also lands in various places which at times past you have asked me to make a study of. I am also enclosing a sheet showing various things Mr. Dorr has asked me to have done as fast as I can. The one which now seems to be urgent with him is Schoodie Penninsula property. Very truly yours, September 9, 1927. Mr. John D. Rockefeller, Jr., Seal Harbor, Maine. Dear Mr. Rockefeller: Although I have not as yet heard from Mr. Cumbel I have prepared and am enclosing herewith copy of proposed records of the Bracy Cove Land Company with reference to the resignation of the temporary directors and the transfer of their stock and the election of new directors and officers, also adoption of new by-law. I am also enclosing the original agreement to be signed by the owners. As soon as I hear from Mr. Gumbel or you advise me of any changes and the proportions of stock I will revise the records and get matters into shape for final action. After I get the proportions I can have the stock prepared ready for execution. Yours very truly, Form 1204 CLASS OF SERVICE SYMBOL TELEGRAM WESTERN UNION CLASS OF SERVICE SYMBOL TELEGRAM DAY LETTER BLUE DAY LETTER BLUE WESTERN UNION NIGHT MESSAGE NITE NIGHT MESSAGE NITE NIGHT LETTER N L TELEGRAM NIGHT LETTER NL If none of these three symbols If none of these three symbols appears after the check (number of appears after the check (number of words) this is a telegram. Other- words) this is a telegram. Other- wiseits character is indicated bythe wiseits character is indicated by the symbol appearing after the check. NEWCOMB CARLTON, PRESIDENT GEORGE w. E. ATKINS, FIRST VICE-PRESIDENT symbol appearing after the check. The filing time as shown in the date line on full-rate telegrams and day letters, and the time of receipt at destination as shown on all messages, is STANDARD TIME. Received at BAR HARBOR, ME. 49RZ S 29 CD NEWYORK NY 932A SEP 3 1927 A H LYNAM 135 BARHARBOR ME LETTER JUST RECEIVED FROM PRINCIPAL ADVISES OF OWNERS DECISION WITH REFERENCES TO CAPITALIZATION ASSUME IN VIEW OF THAT ACTION YOU HAVE TAKEN NO STEPS TO INCREASE CAPITAL LAND COMPANY ROBERT W GUMBEL 950A September 2, 1927. Mr. Robert W. Gumbel, 26 Broadway, New York City Dear Mr. Gumbel: Answering yours of August 25th I beg to say that on August 30 a meeting of the Stockholders of the Bracy Cove land Company was held at which time it was voted to increase the capital stock of the Company from one hundred and fifty thousand dollars to two hundred thousand dollars. I immediately filed a certificate with the Secretary of State and have received under date of September 1, 1927, the Secretary's certificate therefor. In addition to increasing the capital stock the following action was taken: "The President reported that the cost of the improve- ments in connection with the building, land and grounds, at Seal Harbor on which has now been erected a Club House and Swimming Pool has overrun the estimates. Whereupon it was unanimously voted to offer to pay in stock the entire cost of the enterprise, the total cost however not to exceed two hundred thousand dollars. R.W.G. 9/2/27 -2- It was Mr. Debevoise's intention to hold a meeting to pass the new by-law, accept the resignation of the temporary Directors and Stockholders and elect the owners in their place. The owners should be at hand in order that they may enter the meeting as they are elected so that a quorum will be present to accept the last resignation and elect a successor. Should not a meeting be now held for these purposes? I am sending a copy of this letter to Mr. Rockefeller in order that he may if he desires have action taken at once. Very truly yours, August 25, 1927. Mr. Robert W. Gumbel, 26 Broadway, New York City Dear Mr. Gumbel: With reference to your letter of August 6th answered August 8th, I understand I am to do nothing towards increasing the capital stock of the Bracy Cove Land Company without further direction. With reference to Mr. Debevoise's letter of June 27th, "In early August when all the owners are likely to be within reach you can hold the necessary meetings to amend the by-laws and elect new directors, etc.", will you advise me as to when this meeting will take place or shall J ask Mr. Rockefeller? Yours very truly, AGREEMENT made September 1, 1927, between JOHN D. ROCKEFELLER, Jr. and D. H. McALPIN, both of the City of New York, and ROSCOE B. JACKSON and EDSEL B. FORD, both of the City of Detroit, (hereinafter called "the parties"). Each of the parties holds cr is to acquire capital stock Cf Bracy Vove Land Company, a Maine Corporation, (hereinafter called "the company"). In consideration of the matual agreements of the parties hereinafter contained, the parties agree with each other as follows: I. During the life of this agreement no stock of the Company now or hereafter owned by any of the parties shall in any case be sold, given away, pledged or otherwise disposed of or encumbered, except as hersinafter provided. None of the parties shall offer for sale any portion of his holdings of such stock. If he wishes to sell, he must offer his entire holdings of such stock, including any additional shares thereof which he may hereafter acquire, en bloc. II. If any of the parties wishes to sell any of such stock he shall first offer all of bis holdings of such stock for sale at par to all of the other parties who are then stockholders of the Company and they shall have the first right to purchase the same at par in lots proportionate to their respective holdings of stock of the Company at the time of the offer. Each offer shall, unless sooner refused, remain open for acceptance for sixty days. Any offeree who shall not accept such offer within such period shall be deemed to have refused the same. If one of the offerees shall refuse the offer, the remaining two offerees, accepting, shall be bound to purchase all of the stock so offered in lots proportionate to their respective holdings of stock of the Company at the time of the offer. If two of the offerees shall refuse the offer, the remaining offeree, accepting, shall be bound to take all of the stock so offered. If all of the offerees shall refuse the offer, the stock offered may be sold in whole or in part without any limitation whatever and after sale shall not be subject to the provisions hereof unless it shall again become the property of one or more or the parties. Delivery of stock to be purchased hereunder and payment therefor shall be made immediately after the expiration of the above mentioned sixty day period. The death of any of the parties after the making of an offer to him as herein provided and prior to his acceptance shall be deemed a refusal to purchase. No offer need be made to any of the parties who is not at the time a stockholder of the Company or to the estate of a deceased party. III. Upon the death of any of the parties, his executors or administrators, as the case may be, shall within ninety days after their qualification, offer all of the stock of the Company owned by such deceased party to the other parties in the same manner and upon the same terms as such deceased party would have been required to do hereunder, if living, in case he wished to sell such stock. IV. Stock sold hereunder to any of the parties shall remain subject to the provisions hereof. V. All offers, acceptances and notices hereunder shall be in writing and shall be deemed to have been duly made or given when addressed and mailed by registered mail to the Post Office address, last known to the sender, of the person to whom the same is to be made or given. VI. Each certificate of stock issued to any of the parties during the life of this agreement shall bear thereon the following notation: " This certificate and the stock represented hereby are subject to the terms of an agreement dated September 1, 1927, between John D. Rock@feller, Jro, D. H. McAlpin, Roscoe B. Jackson and Edsel B. Ford, a copy of which is on file with the Corporation and is subject to the inspection of its stockholders; the said agreement restricts the right to sell, pledge or otherwise dis- pose of or encumber the said stock; and by the accept- ance hereof the holder agrees to be bound by its terms." VII. Whenever (a) all the parties shall have died or ce ceased to be stockholders of the Company or whenever (b) all except one of the parties shall have ceased to be such stockholders and all estates of deceased parties shall either have ceased to be such stockholders or shall have offered their stock for sale as provided herein, this agreement shall come to an end; but in any event this agreement shall come to an end twenty years from the date hereof; provided, however, that no rights or claims arising from anything done or to be done under and during the life of this agreement shall be thereby impaired or prejudiced. VIII. This agreement may be specifically enforced. IX. This agreement shall bind the executors, administrators and assigns of the parties. IN WITNESS WHEREOF the parties have hereunto set their hands and seals the day and year first above written. L.S. L.S. L.S. L.S. of Carbona CALL FOR MEETING. A meeting of the Bracy Cove Land Company will be held at the office of the Seal Harbor Realty Company, Seal Harbor, Maine, on Saturday, September 10, 1927, at ten o'clock in the forenoon, for the following purposes: To amend the by-laws by adding the following new by-law: Transfer of Stock. "No transfer of any of the stock of the Corporation shall be valid which is inconsistent with the intention of that certain agreement dated Sept. 1, 1927, between John D. Rockefeller, Jr., D. H. McAlpin, Roscoe B. Jackson and Edsel B. Ford, a copy of which shall be kept on file by the Corporation and shall be subject to the inspection of its stockholders; the said agreement containing certain restrictions on the right to sell, pledge or otherwise dispose of or encumber stock of the Corporation." To transact such other business as may come before the meeting. Clerk. RECORD OF MEETING. A special meeting of the Bracy Cove Land Company was duly called and held at the office of the Seal Harbor Realty Company at Seal Harbor, Maine, on Saturday September 10th, 1927 at ten o'clock in the forenoon. Present: S.F.Ralston, David O. Rodick, Serenus B.Rodick, 2 Paul D. Simpson and A.M. Lynam, being all the stockholders. The reading of the minutes of the last meeting was, 3 upon motion, dispensed with. David O. Rodick then made a transfer to John D. Rocke- 8 feller Jr. of the one share of stock held by Mr. Rodick and tendered his resignation as a Director. Upon motion duly seconded it was voted to accept such resignation, and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director to fill the vacancy caused by the transfer to John D.Rocke- 9 ferler Jr. of the share of stock heretofore held by David 0. Rodick. Such election was accordingly had and said John D. Rockefeller Jr. was declared unanimously elected Director and being present accepted the office, took his seat and took part thereafter in the meeting. Serenus B. Rodick then made a transfer to Edsel B. Fo.rd 10 of the one share of stock held by Mr. Rodick and tendered his resignation as a Director and Treasurer. Upon motion duly seconded it was voted to accept such resignation, and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director RECORD OF MEETING. Pursuant to ad journment as set forth on the preceeding page a meeting of the stockholders was held at the office of + the Seal Harbor Realty Company, Seal Harbor, Maine, on the day of September 1927, at ten o'clock in the fore- noon. There were present: John D.Rockefeller, Jr., Roscoe B. Jackson, Edsel B.Ford, and John D. Rockefeller, 3rd, being a majority and quorum of the stockholders, and the Clerk A.H. Lynam. In the absence of the President or other presiding officer John D. Rockefeller, Jr. was chosen President pro tem and duly presided over the meeting. S.F.Ralston transferred to D.H.McAlpin the one share of 12 stock held by Mr. Ralston and tendered his resignation as a Director and President. 13 min. A Upon motion it was voted to accept such resignation, and and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director to fill the vacan- cy caused by the transfer to D. H. McAlpin of the share of stock 4 heretofore held by S. F. Ralston. Such election was according- ly had and said D. H. McAlpin was declared unanimously elected Director and being present accepted the office, took his seat and thereafter meeting. to fill the vacancy caused by the transfer to Edsel B.Ford of the share of stock heretofore held by Serenus B. Rodick. Such election was accordingly had and said Edsel B. For d was declared unanimously elected Director, and being present accepted the office, took his seat and took part thereafter in the meeting. A. H.Lynam then made a transfer to Roscoe B. Jackson of the 11 one share of stock held by Mr. Lynam and tendered his resignation as a Director. Upon motion duly seconded it was voted to accept such resignation, and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director 18 to fill the vacaney caused by the transfer to Roscoe B.Jackson albert Lynan of the share of stock heretofore held by Sorenus B.Rodick RNB. Such election was accordingly had and said Edsel B. Ford was declared unanimously elected Director and being present accepted the office, took his seat and took part thereafter in the meeting. On motion duly seconded it was voted to ad journ to meet at the office of the Seal Harbor Realty Company, Seal Harbor, Maine, on September 9 1927 at ten o'clock in the forenoon. A true copy:- Attest:- Clerk. On motion duly seconded it was voted to proceed to the election of a President to fill the vacancy caused by the resignation of S. F. Ralston. Such election was accordingly held by written ballot and Edsel B. Ford was declared to be unanimously elected president. On motion duly seconded it was voted to proceed to the election of a Treasurer to fill the vacancy caused by the resignation of Serenus B. Rodick. This was accordingly 16 done and John D. Rockefeller, 3rd. was declared to be unanimously elected Treasurer. Upon motion it was voted to amend the by-laws by adding the following new by-law: Transfer of Stock. "No transfer of any of the stock of the Corporation shall be valid which is inconsistent with the intention of that certain agreement datedSept. 1, 1927, between John D. Rockefeller, Jre, D. H. McAlpin, Roseoe B. Jackson, and Edsel B. ord, a copy of which shall be kept on file by the Corporation and shall be subject to the inspection of its stockholders; the said agreement containing certain restrictions on the right to sell, pledge or otherwise dispose of or uncumber stock of the Corporation". An agreement executed by John D. Rockefeller, Jr., D. H. 5 McAlpin, Roscoe B. Jackson and Edsel B. Ford was presented, read, and ordered placed on file with the corporation. In accordance with the vote taken at a Special meeting of the Company held on June 21, 1927 the President and 6 Treasurer are hereby directed to deliver to Mr. John D. Rocke- feller, Jr. eighty shares of the capital stock of the Corporation in payment for the tract of land containing 7.3 acres situated at Seal Harbor, on which has now been erected a club house and Swimming Pool. And in accordance with the vote taken at a Special Meeting of the Company held on August 30, 1927, it was further unanimously voted to direct the President and 619 Treasurer to deliver to John D. Rockefeller, Jr., 618 shares of the capital stock of this Company; to D. H. McAlpin, 49 shares of the capital stock of this Company; I to Roscoe B. Jackson, 49 shares of the capital stock of this Company; to Edsel B. Ford, 699 shares of the capital stock of this Company, in payment for the buildings, furniture and furnishings erected upon the property above described, said shares representing the amount each of the parties have invested in said buildings, furniture and furnishings. We, the undersigned, being all the stockholders and members of the Bracy Cove Land Company, hereby acknowledge that we were present at the foregoing meeting hold Onr the day of September, 1927, the record of which said meeting is above written and we hereby/consent to and ratify the said meeting and all proceed'ags +girn thereat as above recorded. [129] State of Maine. Certificate of Organization of a Corporation under the General Law. The undersigned, officers of a corporation organized at Bar Harbor, Hancock County, Maine at a meeting of the signers of the articles of agreement therefor, duly called and held at the office of Lynam & Rodick in the town of Bar Harbor on Monday the twenty-fifth day of April A. D. 197 , hereby certify as follows: The name of said corporation is Bracy Cove Land Company. The purposes of said corporation are To acquire in any manner, and to own, manage, develop, sell, mortgage, exchange and lease real and personal property and all interests therein, in the County of Hancock, State of Maine; to build and erect structures of any kind on such real property; and generally to do all things incidental or advantageous to the same. BEAT D* STUDBON gest J B*BOTTOR BST ' JISTING J Draig 0. gogjoy ROL Harport J 2* B' BOUT ' I Hancoak Common BOTJOMS: JPS JUS box fys 18 $100*00 LPS smooth or STLETGA $200*00 MAINE IPO OI breiglleg BLOCK HOUS signed, IP8 OI $2.20 000*00 LUS SMOJUS of afook T20'000*00 The amount of capital stock is $150,000.00 The amount of common stock is $150,000.00 The amount of preferred stock is none The amount of capital stock already paid in is $500.00 The par value of the shares is $100.00 The names and residences of the owners of said shares are as follows: No. OF SHARES. NAMES. RESIDENCES. . Common. Preferred. S. F. Ralston Seal Harbor, Maine 1 David O. Rodick Bar Harbor, Maine 1 Serenus B.Rodick Bar Harbor, Maine 1 Paul D. Simpson Seal Harbor, Maine 1 A. H. Lynam Bar Harbor, Maine 1 BOLUG 931g or do fps Unsubscribed and in the treasury 1,495 fo partg stug GLGGF or SING Kyng 0.33 LOPT sing STI TI fire OT, OL 3@JT' exquance STIG IGS90 LOST 071g belawst broberts To SOUTILE J33 our 600 g fo owns ISSUSS genetob' the barboaes or 2919 COLDOLEPTON TLC BLSGA Core reug LIVE USWS OI 29.g ja petepa certifa sa TOJJOME: ope SMODE TIT FILL V' D TO fire DOMI OI RST HOLDOT or WORNER gaja Coffee sig USJG OTTTOG of PAUSE s Sf S OI ppe STENDLA OI PUG SLFIGI62 OI, SELESMENT RST HSTJGOGK common NOTIC IPE gotbonspious Certificate of 9 Corbonstion suger Center 21916 of Wine Said corporation is located at Seal Harbor, in the County of Hancock The number of directors is four and their names are S. F. Ralston, David 0. Rodick, Serenus B. Rodick and A. H. Lynam The name of the clerk is A. H. Lynam and his residence is Bar Harbor, Maine The undersigned, S. F. Ralston is president; the undersigned, Serenus B.Rodick is treasurer; and the undersigned, S. F. Ralston, David 0. Rodick, Serenus B. Rodick and A. H. Lynam are a majority of the directors of said corporation. Witness our hands this twenty-fifth day of April A. D. 1927.. President. Serenas B. Rodice Treasurer. Seremes B.Rodick a. H. ynam Directors. Hancock, ss. April 25, A. D. 19 27 . Then personally appeared S. F. Ralston, David 0. Rodick, Serenus B. Rodick and A. H.Lynam and severally made oath to the foregoing certificate, that the same is true. with Before me Justice of the Peace STATE OF MAINE. intanfublic Attorney General's Office April 39th A. D. 1927. I hereby certify that I have examined the foregoing certifi- cate, and the same is properly drawn and signed, and is conform- able to the constitution and laws of the State. Deputy Attorney General. (Name of Corporation.) Hancock SS. Registry of Deeds. Received at 3 h. 30 m. M. may 2, 29 Recorded in Vol. 4 Page 172 ATTEST : Georgentlack Register. STATE OF MAINE. Office of Secretary of State. AUGUSTA, may 7. 1927 A copy of the record of the within certificate of organization, duly certified by the Register of Deeds of Haricock County, has this day been received and filed in this office. Recorded in Vol. 108 Page 21 of Records of Corporation." ATTEST Franc MBeu DEPUTY. Secretary of State. LORING, SHORT & HARMON, LAW STATIONERS PORTLAND, MAINE 2 - 3:30 - x - 55 first amend by laws Raleta 3 Maj. ,OR, agreed read + fill Rifle that 80 ship slish had been moef in SBB Vitah issue stock for Benifin aish " " 11 for equipal J.D.R 85 Ries- D.O. R. trans to J.D.R. + Dirich Resigns . all stockble J.DR # Comes still 5.- + is elected Rus SBR Trans to - E.B fad t Rev. any starked find elected Dindin Ralstin times to Me Alfin + Res mc A, elidid Diseate 3 strettable les 3 stadhman Ralaton relives do I.D. h Jues. Is time Rald Res accelled do me Alpin child dividin TB, , fad elieted Pres do g. D.R.3d 'e Tuas do still 3 a, H.L. k factor # res Jaden durets 2 a.p. P. resigns as Quicks 3 Should Jadkson D.O.R Res. to J.R x S B.R it " Ind with pl Jaskan then & Ri Ralsto Simpler - a may 6/9 49 49 699. 12 M.C.A. Ralsta S.B.R. ford. No 10-11 DOR 2.2 R-2 Surfa 3 auth Josh a.H.R. 4 26 Broadway New York May 9, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: I am glad to hear that the Bracy Cove Land Company incorporation was at the time of your letter all but complete. A printed form of stock certificate will probably be all that the Owners will want but in any case I think we had better not bother to have anything more elaborate at the beginning. If they are not satisfied with your choice, it will not be a great expense for them to change later. Will you therefore please do the needful? Yours sincerely, May 5, 1927. Mr. Thomas M. Debevoise, 26 Broadway, New York City Dear Mr. Debevoise: The incorporation of the Bracy Cove Land Company is being promptly attended to, the certificate having been approved by the Attorney General and sent for record. It now must be recorded wi th the Secretary of State. The $500. forwarded for the purchase of the five shares of stock will be deposited to the credit of the Company from which the expenses of the incorporation will be paid. Do you prefer that the stock book be prepared here or in New York. If prepared here it is simply a printed form. Yours very truly, May 5, 1927. Edgar C. Smith, Esq Secretary of State, Augusta, Maine. Dear Sir: I am enclosing herewith certificate of organization of the Bracy Cove Land Company which has been duly approved by the Attorney General and recorded in our Registry of Deeds. I am also enclosing a copy of same for filing with you together with your fee of $5.00 and also check for $50.00 to cover the corporation tax. May I trouble you to hand the check to the State Treasurer and return the original certificate to me. Yours very truly, May 5, 1927. Messrs. Loring, Short & Harmon, Portland, Maine. Gentlemen: Will you please have prepared and forwarded me at your earliest convenience a corporation seal, a circular metallic disc bearing the words "Bracy Cove Land Company, 1927". Yours truly, 26 Broadway New York April 27, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: In re: Swimming Pool. Enclosed herewith is Mr.Rockefeller, Junior's check drawn to your order in the amount of $500. to cover the cost of the subscribers stock in connection with the incorporation of Bracy Cove Land Company. Will you please keep in mind that all 5 shares of this stock are to be transferred at the proper time to Mr.Rocke- feller rather than divided between him and Mr. Ford? We will make ad justment accordingly at this end of the line. Mr. Rockefeller will be glad when permanent officers are elected - that is after title to the property has been taken, the lease made,etc., and we have the corporation ready to turn over to the Owners - to have Mr. Edsel Ford elected President of the Company and Mr. John D. Rockefeller, 3rd elected Treasurer - you, of course, to remain as Clerk. Perhaps the elections of the first two can be taken care of by the temporary Board, the member of that Board who is President resigning first as a Director and President and Mr. Ford being elected in his place in both offices. I note that the Treasurer need not be a director. Mr.Rockefeller 3rd can therefore be elected Treasurer at the same time as Mr.Ford is elected President. Yours sincerely, 1 Enc. Won't you ask your secretary to spell my name with a small "b"? One of your letters might go to the brassiere people and that would hurt my feelings very much. jaw April 26, 1927. Hon. Raymond Fellows, Attorney General, Augusta, Maine. Dear Sir: I am enclosing herewith certificate of organization of a corporation under the general law known as the Bracy Cove Land Company. will you kindly examine and if properly drawn etc. certify to it and return it. I am enclosing the fee of five dollars required. Very truly yours, AHL:NS April 25, 1927. Mr. Thomas M. DeBevoise, 26 Broadway, New York City Dear Mr. DeBevoise: I beg to acknowledge receipt of yours of the 21st returning the forms of the Articles of Agreement for the Bracy Cove Land Company. I note your corrections and approve them. I will see that the papers are made accordingly. I will proceed with the organization as rapidly as possible and in the meantime it would be well to have forwarded the check for $500. referred to. The President must be a member of the Board of Directors and after organization elected by the Board of Directors. The Treasurer need not be a member of the Board of Directors. Answering yours of the 22nd the forms include the power to mortgage. In my opinion the phrase "to build, and erect structures of any kind on such real property" would include the right to erect a dock in front of the property providing the feed includes the shore. A swimming pool would in my opinion come under the powers. The Certificate of Incomporation can be amended at any time. Very truly yours, April 26, 1927. Hon. Raymond Follows, Attorney General, Augusta, Maine. Dear Sir: I am enclosing herewith certificate of organization of a corporation under the general law known as the Bracy Cove Land Company. will you kindly examine and if properly drawn etc. certify to it and return it. I am enclosing the fee of five dollars required. Very truly yours, AHL:NS 26 Broadway New York April 22, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: In writing you yesterday I should have asked whether you thought that the charter powers of the proposed Bracy Cove Land Company will be so construed in Maine as to give to the Company all the operating leeway it may need. I liked the simplicity of all of the papers and should prefer not to have them changed unless necessary. The Company will purchase, take,hold, improve and lease the land in question. It should have power also to mortgage it. I have no copy here of the power clause but as I remember it it is broad enough to cover all of the above. Will the phrase "structures on the real property" include docks in front of the property? Digging a hole and concreting it may not be erecting a structure but it would be a technical interpretation to deny the Company's right to construct a swimming pool. Will you kindly consider these questions and let me know if you think the powers should be broader? Yours sincerely, I presume that if it is ever decided not to use the property for Club purposes it will be a simple matter to have the Certif- icate of Incorporation amended, if it then seems necessary. mm 26 Broadway New York April 21, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: The forms of the Articles of Agreement, of the Record of Meeting on Organization and of the Certificate of Incorpor- ation of the proposed Bracy Cove Land Company are returned herewith. I have no suggestions to make in regard to any of them, except as fol- lows: 1. Would it not be well to change slightly the wording of the corporate purposes as I have noted in lead pencil? "Structures" will, of course, not be erected on the personal property, and by leav- ing out the word "estate" in the second line of the second paragraph of the Articles of Agreement and substituting for the word "thereof" in the fifth line the words "on such real property" the meaning, I think, will be clearer. (See also Certificate of Incorporation). 2. All of the Owners will probably wish to be directors. I think, therefore, the number should be four instead of three. (See paragraph 2 of the By-laws and the Certificate of Incorporation). 3. The capital stock of the corporation will be $150,000., divided into 1,500 shares of the par value of $100. each. There seems to be no reason now why the papers should not be executed and filed at once, and so will you kindly do the needful! Will you want for the organization meeting a check for $500.? If so, please let me know and we will have it sent to you. Mr. A. H. Lynam -2- April 21, 1927. I presume that the next step after the papers have been filed will be for Mr. Rockefeller to sign a letter addressed to the corporation proposing to sell it the property in question at a price (somewhat under $150,000.) which by that time we should be able to fix. Then, on the acceptance of Mr. Rockefeller's proposition by the corporation, his deed can be executed and delivered and the corpora- tion will then be in a position to make the proposed lease, which, by the way, it is understood will contain a provision that the swimming pool will not be used on Sunday. Until all of the above matters have been concluded would it not be more convenient and avoid publicity to keep in office the temporary Board? The stock which is to be issued in consideration of Mr. Rockefeller's transfer will be issued to him, or as he may direct, and may well be in addition to the five shares issued to the incorporators. Mr. Rockefell will direct the division of that stock among the Owners and later the five shares can be transferred to him and Mr. Ford. The Owners have not yet agreed as to the basis on which the stock of any one of them who wishes to retire from the undertaking shall be offered to the others and so the agreement should be drafted with an appropriate blank for this provision. At your convenience will you let me have such a draft, with a draft also of the proposed deed and lease? Awaiting your further word, I am, Yours sincerely, Encs. Must the President and/or Treasurer be members of the Board under your law? 26 Broadway New York March 21, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: Thank you for your letter of the 18th instant. I am glad you approve of the proposed corporation. It will, as you suggest, be better to have the corpor- ation papers filed by local residents, - five in all, including you. We are writing to the owners today asking their ap- proval of the plan and in our letter we are suggesting that the capital- ization be the cost of the land and improvements, plus a small amount to cover corporation expenses. This will make a total of less than $500,000. so that the corporation tax will be $50. I have no form of by-laws in mind and shall be obliged if you will start at once preparing a draft. It might be well too to make a draft of a certificate of incorporation. It will save time if this work can be done now while we are waiting to hear from the owners. As I wrote you before, we are very anxious to make as much progress as possible during Mr. Rockefeller's absence. Yours very truly, March 18, 1927. Mr. Thomas M. DeBevoise, 26 Broadway, New York City Dear Mr. DeBevoise: I am very sorry I was unable to answer, before this, your letter of March 9th. I can see no objection to the plan you set forth. On the contrary I believe that the "four owners" would be better satisfied to have the property held by a corporation rather than individually. By so doing they would avoid personal liability, The stockholders of a corporation other than banking institutions are liable only to the extent of the par value of the stock they hold. Three or more persons may in this state, organize a corporation under the general law. It is usual to have the corporation organized by three, five or seven. In this case it would seem that five would be best, the four owners, or someone to represent them and a resident clerk. The capitalization could be more than the cost of the land and improvements but only a sufficient amount should be paid in to cover such costs including the cost of organizing and annual expense account. Is it your purpose to have the corporation organized by the four owners individually? A certificate of organization must be filed in our Registry of Deeds and with the Secretary of State at Augusta which would of course cause a great deal of publicity. T.M.DeB. 3/18/27 It can be organized by local people and then stock transferred to the four owners. The corporation tax payable to the state is ten dollars when the capital stock does not exceed ten thousand dollars, is fifty dollars when the capital stock exceeds ten thousand and does not exceed five hundred thousand and an additional ten dollars for each one hundred thousand in excess of five hundred thousand dollars. The annual franchise tax is five dollars when capital stock does not exceed fifty thousand dollars, from fifty thousand to two hundred thousand dollars the tax is ten dollars, from two hundred thousand dol ars to five hundred thousand, fifty dollars, from five hundred thousand to one million, is seventy- five dollars and each further million, is fifty dollars. I can see no objection to having the lease contain the provision that the Swimming Pool, or any other part of the property, if desired, should not be used on Sunday. In answer to your inquiry I beg to say that I would be willing to act in the capacity of resident clerk. Do you wish me to draft a set of By-Laws covering the organization or have you a set already in mind. Yours very truly, 26 Broadway New York March 15, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: Dr. McAlpin told me yesterday that Mr. Rockefeller and Mr. Ford had both expressed the wish that the swimming pool should not be used on Sunday and Dr. McAlpin suggested that the best way to arrange for this would be to have the lease of the property contain a pro- vision to that effect. Do you see any objection to this? I had hoped to hear from you this morning in regard to my letter of the 9th instant as I am anxious to make as much progress in the matter as possible during Mr. Rockefeller's absence. However, you may now be able to answer both my letters at once. With kind regards, Your's sincerely, 26 Broadway New York March 9, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: Mr. Rockefeller, who is leaving today for the South, has asked me to write you in regard to the Swimming Pool matter at Seal Harbor. It has recently been suggested that it would be wiser for the "four owners" to incorporate a small company under the Maine law and to take title from Mr. Rockefeller in its name, the stock of the company being divided in the same proportions as the ownership would be divided if the property itself were transferred. The transfer to the company would include the right of way giving access from the property to the Town Road and proper reservation would be made in the deed of the rights of way needed by Mr. Rocke- feller for the benefit of his land immediately to the north. Dr. McAlpin suggests that the name of the new company might be "Bracy Cove Land Company." It would be the new company then which would make the lease of the property to the Seal Harbor Yacht Club and nothing would be said in the lease in regard to the deficit that may result from the operation of the property during the 1927 season. There would, however, be a gentlemen's agreement between Messrs. Ford, 1cAlpin, Jackson and Rockefeller that this deficit would be met by them in proportion to their holdings of the stock of the company. The stockholders would agree that in case any one of them at any time wishes to sell his stock, or if after the death of any one of them his executors wish to sell his stock, it would be offered first to the other three in proportion to their respective holdings. I think it would be fair that this offer should be made at cost but if the plan is adopted this point might be left open for the time being. In any case, each stock certificate would bear on its face a statement in the usual form calling atten- tion to the agreement and to the fact that the certificate and the shares represented by it are subject to the terms and provisions thereof. Will you kindly consider this suggestion with its implications and let me know whether you see any objection to it? If not, we will try to decide here in Mr. Rockefeller's absence what the capitalization of the corporation should be - approximately *- at best until Smchockefellies return. Mr. A. H. Lynam -2- March 9, 1927. the total cost of the land and improvements - and then we can proceed at once with the work of incorporation. In replying you may wish to call attention to any additional matters which should be considered in this connection. The Maine law, as I remember it, calls for the appointment of a resident clerk. Would you be willing to act in this capacity? Awaiting your reply, Yours sincerely, August 19,1926. Mr. John D. Rockefeller, Jr. Seal Harbor, Maine. Dear Mr. Rockefeller:- Concerning the Swimming Pool matter at Seal Harbor it seems to me the best procedure is as follows:- 4 conveyance in such a manner that four-ninths of the property would stand in your name, four-ninths in the name of Mr. Ford, one-eighteenth in the name of Mr. Jackson and one-eighteenth in the name of Mr. McAlpin. This can be done by a conveyance directly from you to Mr. Ford, Mr. Jackson and Mr. McAlpin or by you to an intermediary and then by him to each of you. If the property be conveyed and held in this way there would be no contingent liability. The liability of each party W ould be only to the extent of his own acts. of course the property as a whole would, under our Maine Lien Law, be liable for the payment of the bills for the construction of the building and its appurtenances. As to the amount each one is to pay toward the purchase of the land and the construction of the building and its appur- J.D.R.Jr. 8/19/26 -2 tenances, considering the parties interested, would not a letter written to you by each party be sufficient? The importance of continuing the same ownership of the property should be considered. Neither owner should convey his interest without first giving his co-owners the right of purchase at some price to be agreed upon, presumably at the purchase price plus a reasonable rate of interest. This might be accomplished by a letter written by each one were it not for the fact that upon the decease of any co-owner his administrator or executor would not be bound by such a letter. It would seem, therefore, advisable that a properly drawn agreement should be executed. The property could then be leased by the four owners to the Yacht Club at a nominal rental, the lease to state the purposes for which it is to be used. A clause can be inserted that the lessors will pay any deficit incurred in the running expenses, but I would suggest that this guaranty be limited, not to exceed a certain definite sum. Instead of having the guaranty in the lease it could be by separate letter signed by the owners of the property. I should think, however, that it would be better to have it in the lease and to have the guaranty clearly defined in order that there would be no liability for negligence on the part of the lessee in case of accident. The property being conveyed at its actual cost and leased at a nominal rental the transaction would not be subject to J.D.R. Jr. 8/19/26 -3 income tax but would be subject to taxes assessed against it by the Town of Mount Desert. The property could be assessed as a whole against the four owners or separately as to the proportional part each would own. I have examined the By-Laws of the Seal Harbor Yacht Club and find that the Club has been incorporated as a Stock Company with capital stock of $20,000. The purposes of the corporation are as follows:- "Building, owning and maintaining a Yacht and Social Club and buildings, wharves, floats and structures incidental thereto, and to acquire by lease or purchase and to own, manage, sell and lease real estate and to manage and operate the same; to construct, own, operate, lease and maintain a club for yachting and social purposes; to acquire, use and sell such personal property other 1 than stocks, bonds and evidences of indebtedness as may be necessary or incidental in carrying on and maintaining a club for yachting and social purposes and in general for the purpose of doing all things necessary or incidental to any of the aforesaid purposes." The management of the property is under the control of a Board of Directors as appears by By-Law Two as follows:- "The directors shall have. entire control and management of the property: affairs and business of the corporation; and the full executive powers of the corporation shall be vested in them for the purposes of the corporation." The directors are also called Governors. J.D.R.Jr. 8/19/26 -4 It would seem that the above purposes of the corpora- tion are sufficient to carry on the project referred to. I would suggest that the property be leased. to the cor- poration rather than to the Governors to avoid personal liability. Stockholders of a corporation, other than banks or banking institutions, are liable only to the extent of the par value of the stock they hold. Would it not also be well for the Yacht Club to carry liability insurance? Yours very truly, AHL: MS 26 Broadway New York June 2, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: Enclosed herewith is the form of stock certif- icate received with your last letter in re Bracy Cove Land Company. I suggest that the clause noted in lead pencil be inserted in the body of the certificate and that the clause enclosed herewith be substituted for the endorsement in regard to the stockholders' agreement. Do you not think it would be wise to have adopted a new By-law reading as follows: "No transfer of any of the stock of the Corporation shall be valid which is inconsistent with the in- tention of that certain agreement dated June 15, 1927, between John D. Rockefeller, Jr., D. H. McAlpin, Roscoe M. Jackson and Edsel B. Ford, a copy of which shall be kept on file by the Corporation and shall be subject to the inspection of its stockholders; the said agreement containing certain restrictions on of the right to sell, pledge or otherwise dispose of or encumber stock of the Corporation." I think the stockholders' agreement should be somewhat fuller than the draft you sent me and I hope to be able to submit a suggested form to you within the next week or ten days. There is not so much hurry about this. Yours sincerely, 2 Encs. This certificate and the stock represented hereby are sett. sub ject to the terms of an agreement dated June 15, 1927, between John D. Rockefeller, Jr., D. H. McAlpin, Roscoe M. Jackson and B Edsel B. Ford, a copy of which is on file with the Corporation and is subject to the inspection of its stockholders; the said agree- ment restricts the right to sell, pledge or otherwise dispose of or encumber the said stock; and by the acceptance hereof the holder agrees to be bound by its terms. The owner of this certificate intending to transfer the same, must first offer it to the remaining stockholders who shall have the first right of purchase in accordance with an agreement dated and entered into by said stockholders. FOR VALUE RECEIVED, hereby sell, assign and transfer unto Shares of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint to transfer the said Stock on the books of the within named Corporation with full power of substitution in the premises. Dated 19 In presence of No. 1. - Shares One. Shares BRACY COVE LAND COMPANY Incorporated under the Laws of the State of Maine. 200/000 Capital Stock, $150,000. Par Value of Shares, $100. Each THIS CERTIFIES that ve Certificate is the owner of Shares of the Capital Stock of the BRACY COVE LAND COMPANY, full paid and non-assessable, transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. This stock is subject to the conditions printed on the back hereof, which the halor herenfage IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation. Seal BAR HARBOR, MAINE, this 29th day of A. D. 1927. 2 8 ay President. Treasurer. INDUSTRIAL ACCIDENT COMMISSION AUGUSTA, MAINE CERTIFICATE TO ASSENTING EMPLOYER THIS IS TO CERTIFY that Bracy Cove Land Company of Seal Harbor, Maine , an employer of labor in Maine, has fulfilled all requirements to become subject to the provisions of the Maine WORKMEN'S COMPEN- SATION ACT by filing with the Industrial Accident Commission a Written Assent together with a copy of an Industrial Accident Insurance Policy approved by the Insurance Commissioner. This Certificate is effective as of July 17 , 192 8 , and continues in force during the term of said Insurance Policy which expires July 17 , 192 9. Augusta, Maine INDUSTRIAL ACCIDENT COMMISSION July 27 , 192 8 . By Annie SOMMED Clerk A Written Assent remains in effect so long as copies of an approved Insurance Policy or renewals thereof are kept on file with the Commission without an interim. Enter The owner of this certificate intending to transfer the same, must first offer it to the remaining stockholders who shall have first the/right of purchase in accordance with an agreement dated and entered into by said stockholders. FOR VALUE RECEIVED, hereby sell, assign, and transfer unto Shares of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint to transfer the said Stock on the books of the wi thin named Corporation with full power of substitution in the premises. Dated 19 In presence of No. 1. Share One. Share BRACY COVE LAND COMPANY Incorporated under the Laws of the State of Maine. Capital Stock, $150,000. Par Value of Shares, $100, Each above Certificate THIS CERTIFIES that is the owner of Share of the Capital Stock of the BRACY COVE LAND COMPANY, full paid and non-assessable, transferable ed only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. This stock is subject to the conditions printed on the back hereof. IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed wi th the Seal of the Corporation. BAR HARBOR, MAINE, this day of A. D. 1927. President. Treasurer. 26 Broadway New York October 17, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: Mrs. Munro read to me over the telephone on Saturday your letter of the 13th instant and I asked her to send you the following wire, which you undoubtedly received during the day: "Suggestions contained your letter October thirteenth entirely satisfactory." My recollection is that the draft minutes you sent me stated that the issuance of the stock for the land was authorized at a meeting held last summer. Mr. Rockefeller, there- fore, would enter the proposed meeting as a stockholder - in other words, no action taken at the meeting would qualify him to be present. In any case there seemed to be no reason for keeping the two provisions - one in connection with the payment for the land and the other in connection with the payment for the fittings, etc. - together. On the other hand, I can see no objection to your plan although I do not like to depend upon ratification in connection with elections and stock issues. Yours sincerely, 26 Broadway New York October 17, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: Thank you for your letter of the 15th instant enclosing copies of deeds, as stated. Yours Sincerely, State of Maine OFFICE OF SECRETARY OF STATE I certify that A. H. Lyman clerk of Bracy Cove Land Company has-this day filed in this office notice of the increase in the capital stock from $150,000. to $200,000 consisting of 2,000 shares of the par value of $100. first GIVEN under my hand at Augusta, this day of September , one thousand nine hundred and twenty-seven. Edgen xxxxxxxx Secretary 6. Amoh of State. STATE OF MAINE. August 30, 1927. I, A. H. Lynam, Clerk of the Bracy Cove Land Company, hereby certify on oath that the following action was taken at a meeting of the stockholders of said Bracy Cove Land Company duly called and held on Tuesday, August 30, 1927 at 3 o'clock in the afternoon, at which meeting all the stockholders of said Company were present and participated, to wit: "Whereas it appears that the amount of capital stock of this corporation is insufficient for the purposes for which said corporation is organized. Therefore it was unanimously voted that the capital stock of this corporation be increased from the sum of one hundred fifty thous id dollars, consisting of fifteen hundred shares of the par value of one hundred dollars each, to the sum of two hundred thousand dollars, consist- ing of two thousand shares of the par value of one hundred dollars each; that the by-laws be amended in accordance herewith; that the Clerk file with the Secretary of State a certificate of the action of this meeting and obtain his certificate therefor, within ten days thereof." Clerk. STATE OF MAINE. County of Hancock, SS. August 30, 1927. Personally appeared A. H. Lynam, Clerk of the Bracy Cove Land Company and made oath that the foregoing statement by him subscribed is true. Before me, Notary Public. to acguire in any manner T to own, manage, develop, sell, madge exchange and lease real t personal propits tall intent therein / in it C of N. s.y m to hill + erect structures Many kind on such real property t generally to do all things incidental n advantagenes to to Jame Mr. aldrich takenwh witt Mr. D n take out ms n name of Bray S BRACY COVE LAND COMPANY October 1, 1927. 1927 1927 June 11 To pd A. H. Lynam for May 19 To deposit by check fees paid by him for from John D. Rockefeller, organization 69.40 Jr. $500.00 Aug 15 To pd corporate tax 10.00 31 11 17 fee for filing cert, for increase of capital stock 5.00 Sept 29 To pd for revenue stamps for new stock issued and stock transf. 75.00 Octo 1 To Balance 340.60 $500.00 $500.00 RETURN TO B HARBOR BANKING & TRUST COMPANY Desert Block, BAR HARBOR, MAINE BAG HARRO :P 30PM 1927 If not delivered within 5 days MAINE. GENTS Licei RETURN TO BAR HARBOR BANKING & TRUST COMPANY Mt. Desert Block, BAR HARBOR, MAINE BAY HARBO OCT I FOOD a 9 30AM R 1927 If not delivered within 5 days MAINE. No. of / # Socia, 5000 Leoner type I m Ford. t Mr. n Jacks McA, Guaran h pay annual difficult - J in case of sale oftin t give to the at organit Canyani Crat t but Lease to Souring 1 yield club - 3mrs XI, & apu a 15 undersight any deficil Interly mit of hability no antigul bettem act t no more Jeak m sift lay. - tom tax. Mr. was to include pond Crocles dud D ww Think best make no reply = Littilts Mr Surfer will give plan of or e this Reeing wg gosight of my hue Maintenance Sinks Estimate include a sand has Right of way A now conctured me the had herby any finched annual much 1st Thurds stay, Member Class A 250 a more has than 250, pl B " C non slake the Born m 12 a for time to him estiblish rules and regulation groung for use of the Clud house, floots and good S the pusine entilted therets JUI HANCOCK COUNTY Y. M. C. A. HANCOCK COUNTY, MAINE PROVISIONAL COMMITTEE OFFICERS EDWARD K. DUNHAM, Chairman EDWARD K. DUNHAM, Seal Harbor S. W. COLTON, JR., Northeast Harbor GEO. R. FULLER, Secretary J. D. PHILLIPS, Southwest Harbor J. D. PHILLIPS, Treasurer FRED E. NOYES, Manset VERNER A. GILLEY, Islesford ASST. COUNTY SECY'S MILLARD S. SPURLING, Cranberry Isles E. F. ANDREWS, Seal Harbor T.A. MCINTIRE, Seal Harbor GEORGE S. BROOKES, Seal Harbor T.S. TAPLEY, McKinley GEO. R. FULLER, Southwest Harbor F.H. MACOMBER, Seal Harbor Seal Harbor Yasht club Stock Company 20 000 9 directors elects 00 h Official Dehiden b JUN elid / of their many t be Pus with telt Comounter Vice Pus Iras Clerk Bonad of Goren cost of Bad it Dricks By Law 2 The directive shall have entire central and manapert of the properly, offairs and Ausenes of the carpual : and to full executive growers of the shall be restein item for the purposes pth culprati industry gamen Home have fill vacaucs HANCOCK COUNTY Y. M. C. A. HANCOCK COUNTY, MAINE PROVISIONAL COMMITTEE EDWARD K. DUNHAM, Seal Harbor S.W. COLTON, JR., Northeast Harbor OFFICERS J.D. PHILLIPS, Southwest Harbor EDWARD K. DUNHAM, Chairman FRED E. NOYES, Manset GEO. R. FULLER, Secretary VERNER A. GILLEY, Islesford MILLARD S. SPURLING, Cranberry Isles J.D. PHILLIPS, Treasurer T.A. MCINTIRE, Seal Harbor T.S. TAPLEY, McKinley ASST. COUNTY SECY'S GEO.1 R. FULLER, Southwest Harbor E.F. ANDREWS, Seal Harbor F.H. MACOMBER, Seal Harbor GEORGE S. BROOKES, Seal Harbor Parford building, running and maintaining a yarht and Social club and buildings, whatver floats and structures incidentat thirts, and to orguni 5 least or purchase and to own, manage sell and lease real estak own, operate, lease and maintain a club for and t manage and ofinite the same t constine yachting and social Imposed: IT acquire, use and sell such personal profests other than clocks, bonds and evidences of indubted wn as mg be necessary o incidual in Cany on and maintain a club for yochting and erelal prefered and in famil for of doing all thing necessary a incidental to any of the africaid puppeses HANCOCK COUNTY Y. M. C. A. HANCOCK COUNTY, MAINE PROVISIONAL COMMITTEE OFFICERS EDWARD K. DUNHAM, Seal Harbor EDWARD K. DUNHAM, Chairman S. W. COLTON, JR., Northeast Harbor GEO. R. FULLER, Secretary J. D. PHILLIPS, Southwest Harbor FRED E. NOYES, Manset J. D. PHILLIPS, Treasurer VERNER A. GILLEY, Islesford ASST. COUNTY SECY'S MILLARD S. SPURLING, Cranberry Isles T.A. MCINTIRE, Seal Harbor E. F. ANDREWS, Seal Harbor T.S. TAPLEY, McKinley GEORGE S. BROOKES, Seal Harbor GEO. R. FULLER, Southwest Harbor F.H. MACOMBER, Seal Harbor June 10, 1927. Bracy Cove Land Company To A. H. Lynam Dr. To pd fee of Attorney General in re Bracy Cove Land incorporation 5.00 To pd fee of Secretary of State in re Bracy Cove Land Company incorporation 5.00 To pd corporation tax 50.00 To pd Registry of Deeds for recording Cert. of Organization 5.00 To pd Loring, Short & Harmon for Metallic Seal for Corporation 4.40 $69.40 Received payment, Attornam DONALD D. GARCELON CHAIRMAN WILLIS B. HALL ASSOCIATE LEGAL MEMBER CHARLES O. BEALS COMMISSIONER OF LABOR AND INDUSTRY WILBUR D. SPENCER INSURANCE COMMISSIONER ANNIE M. CHASE, CLERK STATE OF MAINE Industrial Arrident Commission STATE HOUSE, AUGUSTA July 24, 1928. John D. Rockefeller, Jr. BRACY COVE LAND CO. Seal Harbor, Maine. Dear Sir: Enclosed are copies of letters for your information. Inasmuch as the Act requires that the Assent of a Corporation shall be signed by an Official such as President, Vice-President, Secretary or Treasurer will you please furnish us with a statement authorizing us to accept the signature of Mr. Lynam as the letter from Fred C. Lynam & Co. bears a typewritten signature only. This is for the protection of your employees and should have early attention. Very truly yours, INDUSTRIAL ACCIDENT COMMISSION. DEC COPY July 19, 1928. BRACY COVE LAND CO. Seal Harbor, Maine. Gentlemen: Enclosed is an Employer!s Written Assent completed according to the one filed with us today by the Employers' Liab. Assur. Corp. for the "Bracy Cove Land Co." The Assent filed with us today is signed by "A. H. Lynam, Clerk.' In view of the fact that the Act re- quires that the Assent of a Corporation shall be signed by an Official such as President, Vice-President, Secretary or Treasurer, will you please have one of these Officers sign the enclosed form and return to us for filing at which time we will approve same. Very truly yours, INDUSTRIAL ACCIDENT COMMISSION. DEC COPY July 21, 1928. Campbell, Payson & Noyes, 120 Exchange Street, Portland, Maine. Gentlemen: Replying to your letter of July 20th, Bracy Cove Land company workmen's compensation, Mr. Lynam is clerk of the corporation and is attorney for it, having formed it. He acts, in addition to this, as Mr. Rockefeller's agent in all important matters in this locality and Mr. Rockefeller is one of the chief owners of the stock of the Bracy Cove Land Company. We certainly do not wish to make a lot of trouble for the four millionaires that own the company. Yours very truly, Fred C. Lynam & Co. FCL/DFL The Eyrie Seal Harbor, Maine July 26, 1928. Dear Mr. Lynam: Since I signed the papers which you sent me by Miss Greenwood the other day I presume I need pay no attention to the enclosed communication from the Industrial Accident Commission of the State of Maine. Please make whatever answer is necessary. Very truly, John D. Rachefuller, J. Enclosure. Mr. A. H. Lynam, Bar Harbor, Maine. Form No. 1 EMPLOYER'S WRITTEN ASSENT INDUSTRIAL ACCIDENT COMMISSION, AUGUSTA, MAINE: Notice is hereby given that the undersigned employer of labor in Maine assents, as hereinafter qualified, to the provisions of Chapter 238 of the Public Laws of 1919 known as THE WORKMEN'S COMPENSA- TION ACT, and all laws amendatory thereof which may be or become effective while this Assent is in force; and herewith encloses to be filed with the Commission a true copy of Industrial Accident Insurance Policy No. issued by (Name of Insurance Company) Kind of business included in Assent, Average number of employees, ; Male, ; Female, Principal location of business, Other places of business in Maine, THIS ASSENT TO COVER ALL MAINE EMPLOYEES WHEREVER ENGAGED IN THIS BUSINESS including employees engaged in the work of cutting, hauling, rafting or driving logs. excluding (If engaged in lumber operations, strike out the word "including" or "excluding.") Dated at this day of 192 Individual Partnership Corporation (Strike out terms not applicable.) By (State official title or whether member of firm.) (Post office address.) This Assent does not become effective until copy of an approved Industrial Accident Insurance Policy is filed with the Commission. It remains good, however, so long as copy of such policy, or a renewal thereof, is kept on file with the Commission without an interim. Farm laborers, domestic servants, and seamen are excluded by the Act from its jurisdiction. SEAL HARBOR YACHT CLUB SEAL HARBOR MAINE 1926 Seal Harbor, Maine, June 15, 1926. The Seal Harbor Yacht Club is now open for the use of members and guests. The Club House contains a members sitting room, a large work shop, and lockers for winter as well as summer storage. There will be a man in constant at- tendance during the season, and telephone con- nection. Commencing in July, tea, toast and jam will be served at the Club House every afternoon at a moderate charge. Commencing about July 29th and continuing through August there will be weekly informal dances, the exact dates to be announced later. Provision is made for Bridge and Mah Jong at any time in the sitting room. DUES FOR 1926 Including War Tax For non-boat owners (except canoes and row boats) and for boat owners whose home port is not located at Seal Harbor, Islesford, Big Cranberry or Sutton. Individual membership $14.30 Family membership including house guests $22.00 For boat owners (except canoes and row boats) whose home port is at Seal Harbor, Islesford, Big Cranberry, or Sutton, the following charges are established representing Club dues as above, and an additional amount to cover a portion of cost of maintaining the floats and known as landing charges. For boats under 35 feet waterline $36.30 For boats over 35 feet waterline $50.60 Each additional boat owned by the same member one half the above amount, the maximum amount not to exceed $71.50. Storage lockers for members $15.00 (Articles stored in the Club House will be at owners risk.) Candidates for membership must be proposed and seconded by members and approved by the Committee on Admissions. ceet COMMODORE Roscoe B. Jackson VICE COMMODORE Walter K. Shaw TREASURER Edward K. Dunham, Jr. SECRETARY George L. Stebbins GOVERNORS Mrs. Edward K. Dunham Edsel B. Ford Donald E. Jackson Roscoe B. Jackson Dr. D. Hunter McAlpin Mrs. Gibert H. Montague Dr. James B. Murphy Winchester Noyes John D. Rockefeller, Jr. Walter K. Shaw George L. Stebbins Seal Harbor, Maine August 16, 1926. This meeting is called to consider an offer from the swimming pool owners to lease their property to the governing board of the Yacht Club for the season of 1927 (July and August) and to operate the tennis and swimming facilities, looking after all matters pertaining to hiring help, membership dues and privileges - but not to be responsible for any financial deficits. st the close of the season, September 1st, 1927, the owners will again assume responsibility for the property, taking care of it until the next season. The following suggestions have been made by several of your board members as well as owners: I. That the now club be kept on an athletic rather than a social basis - leaving the Yacht Club to continue danees and most of the other strictly social affairs. II. That the club be operated largely for Seal Harbor residents, differing in this regard from the Yacht Club, which by reason of sailing policies, should exc. go courínies freely with the Bar Harbor and North- east Harbor fheets. III. That the swimming and tonis privilegos be offered in two ways- through a regular goasons membership, also by payment of a givon sum by an accepted individual at such times as he would make use of the club. IVo That the club be open all day except Sunday - on Sunday, during the afternoon only. Vo That, in a general way, the active organization, during the a consist of man and wife as working managers- a man for tonnis and swimming lessons and such clerical help as may be required. VI. That possibly our present board should be increased by a portion of the present tennis board. Memorandum regarding Swimming Peel ownership and lease. September 1, 1926. It in suggested that when the building has been completed and equipped, and the grounds, including the tennis courts, road building and grading, are finished, the property, including the buildings, fur- nishings and equipment, Dedeeded to a third party, who in turn will deed it to the four owners, the Messrs. Ford, Jackson, MoAlpin and Rockefellere on the following basis: To Messrs. MaAlpin and Jackson each such fraction of the property as their contribution of $5,000 each bears to the total cost of the property; to Messrs. Ford and Rockefeller each much a fraction as is represented by one-half of the balance of the total dost of the property. If the property be conveyed and hold in this my, there would be no contingent liability. The liability of each party would be only to the extent of his own nots. That the property should contime in the hands of the present owners - all or some - 10 is suggested that an agreement be drawn and executed by them, covenanting that no owner would convey his interes without first giving ,his co-owners the right of purchase at some price agreed upon, presumbly cost plus a reasonable rate of interest. There might be incorporated in this same agreement the covenant that taxes assessed against the property as a whole would be paid equally by Mesers. Ford and Rockefeller. The property might well be leased by the four owners to the Yacht Club at a nominal rentalland for a definite period, any the summer season of 1937, which might be construed as including the four months - June, July, August and September. A clouse should be inserted in the lease to the effect that Messrs. Ford and Rocinefeller will pay on a fifty-fifty basis any deficit incurred in the operation of the club not to exceed $ The property being conveyed at its actual cost and leased at the a nominal rental, the transaction would not be subject to income tax but would be subject to taxes assessed against it by the Town of Mount Desert. The property could be accessed as a whole against the four owners with the understanding in the agreement above referred to that the taxes would be paid by Meanrs. Ford and Rocksfeller on a fifty-fifty basis. Reference to the By-Lows of the Seal Harbor Ysaht Club reveals the fact that the Club has been incorporated as aistock company with capital stock of $20,000. "Building, owning and maintaining a Yeaht and Social Club and buildings, wherves, floate and structures incidental thereta, and to adquire by lease or purchase and to own, sanage, sell and lease real estate and to manage and operate the same; to construct, own, operate Swimming Pool ownership and lease 6 a lease and maintain a club for yachting and social purpose, to acquite, use and sell such personal property other than stocks, bonds and evi- dences of indebtedness as may be necessary or incidental in carrying on and maintaining a club for yachting and social purposes and in general for the purpose of doing all things necessary or Incidental to any of the aforesaid purposes." The management of the property is under the control of a Board of Directors as appears by By-Law Two as follows: "The Directors shall have entire control and manage- ment of the property, affairs and business of the corporation; and the full executive powers of the corporation shall be vested in them for the purposes of the corporation." The Directors are also called Governors. It is thought that the purposes of the corporation as above described are sufficiently broad to carry on the project referred to altho an effort to have the Charter or By-Laws or both amended to widen the powers of the corporation might well be considered. It is advised that the property be leased to the corpo- ration rather than to the Governors to avoid personal liability. Stock holders of a corporation other than banks or banking institutions are liable only to the extent of the par value of the stock they hold. It is suggested that it would be well for the Yacht Club to carry liability insurance in connection with the proposed lease of the Swimming Pool as a protection against accident. e BAR HARBOR BANKING & TRUST COMPANY Mt. Desert Block, BAR HARBOR, MAINE If not delivered within 5 days OCT 192Z UNITED STATES INTERNAL REVENUE TAX ON ADMISSIONS AND DUES NOTE: Ticket brokers are not to report tax Form 729-Revised March, 1926 on this form. Taxes due such brokers (Title V, Sections 500-502, Revenue Act of 1926) must be reported on Form vised. ADMISSIONS-CHARACTER OF TAX AMOUNT OF TAX DUES-CHARACTER OF TAX AN OF TAX (a) Admissions $ (e) Dues s (b) Leases, etc., of boxes and seats (f) Initiation fees (c) Roof gardens, cabarets, and similar entertainments (g) Life members (d) Excess over established prices-Box-office sales Total tax collected. I swear (or affirm) that the foregoing is a true return of the amount of tax collected on Less overpayment for month of , 192 Total amount of tax due admissions and dues for the month of 192 and that the amount deducted Penalty 25% for overpayment is allowable by law. Interest Total amount due Signed (State whether individual owner of business, member of firm, or if officer of corporation. club, or organization, or duly authorized manager or agent, give title.) Sworn to and subscribed before me this day of , 192 Name Harbor Club , (Name) or (Witness) (See paragraph 6 on back) (Title) or (Witness) Lyman & Rodick, No. and Streei Bar Harbor, Maine. Return with remittance should be sent to the Collector of Internal Revenue for your district and not to the Commissioner of Internal Reve- nue at Washington, D. C. (See instructions, par. 6, on reverse of City and State DUPLICATE form.) If you have nothing to report, make notation to that effect on this form and return to the Collector of Internal Revenue. If final return is filed, the return should be marked "FINAL RETURN. 2-11546 ORIGINAL RETURN-This form must be returned to the Collector of Internal Revenue UC 1927 UNITED STATES INTERNAL REVENUE Form 729-Revised March, 1926 TAX ON ADMISSIONS AND DUES NOTE: Ticket brokers are not to report tax on this form. Taxes due from such brokers (Title V. Sections 500-502, Revenue Act of 1926) must be reported on Form 729-A, Revised. ADMISSIONS-CHARACTER OF TAX AMOUNT OF TAX DUES-CHARACTER OF TAX AMOUNT OF TAX (a) Admissions $ (e) Dues s (b) Leases, etc., of boxes and seats (f) Initiation fees (c) Roof gardens, cabarets, and similar entertainments (g) Life members (d) Excess over established prices-Box-office sales Total tax collected. I swear (or affirm) that the foregoing is a true return of the amount of tax collected on Less overpayment for month of , 192 Total amount of tax due admissions and dues for the month of 192 , and that the amount deducted Penalty 25% for overpayment is allowable by law. Interest Total amount due Signed (State whether individual owner of business, member of firm. or if officer of corporation, club, or organization, or duly authorized manager or agent, give title.) Sworn to and subscribed before me this day of , 192 Name Harbor Club, Lyman & Rodick, (Name) or (Witness) (See paragraph 6 on back) (Title) or (Witness) No. and Street Bar Harbor, Maine Return with remittance should be sent to the Collector of Internal Revenue for your district and not to the Commissioner of Internal Reve- City and State nue at Washington, D. C. (See instructions, par. 6, on reverse of this form.) If you have nothing to report, make notation to that effect on this form and return to the Collector of Internal Revenue. If final return is filed, the return should be marked "FINAL RETURN." DUPLICATE RETURN-This form must be returned to the Collector of Internal Revenue 2-11546b INSTRUCTIONS (For full instructions see Regulations 43, Parts 1 and 2, Revised 1926) Sections 500-502 of the Revenue Act of 1926 impose the following taxes upon admissions and dues: 1. ADMISSIONS.-(a) Regular admissions. One cent for each 10 cents or fraction thereof of the amount paid for admission to any place. This tax shall not be imposed where the amount paid for admission is 75 cents or less. (b) Tickets or cards of admission sold at news stands, hotels, and places other than the ticket offices of theaters, operas, or other places of amusement, at an advance of not more than 50 cents in excess of the sum of the established price therefor at the ticket offices plus the amount of tax imposed by (a) above, 5 per cent of such excess; when sold for more than 50 cents advance, 50 per cent of such excess. (Such tax must be reported on Form 729-A, Revised. Complete instructions are given on Form 729-A, Revised, for reporting this tax.) (c) Tickets or cards of admission sold by theaters, opera houses, or other places of amusement, in excess of the established price, 50 per cent of such excess, in addition to tax imposed by (a) above. (d) Leases of boxes and seats. In lieu of tax imposed by (a) above, a tax of 10 per cent of the amount for which a similar box or seat is sold for each performance at which box or seat is used or reserved. (e) Cabarets, roof gardens, etc. One and one-half cents for each 10 cents or fraction thereof of the admission price; admission price is deemed to be 20 per cent of the amount paid for refreshment, service, or merchandise. This tax shall not be imposed where the amount paid for admission is 50 cents or less. 2. DUES.-(a) Ten per cent of amount paid to any social, athletic, or sporting club or organization, where the dues of an active resident annual member are in excess of $10. (b) Initiation fees. Ten per cent of the amount paid to any social, athletic, or sporting club or organization, (1) if such fees exceed $10, or (2) if dues of an active resident annual member exceed $10. (c) Life members. Tax equivalent to that of active resident annual member to be paid at the time of payment of dues by such resident members. 3. EXEMPTIONS.-(a) Admissions, all the proceeds of which inure (A) exclusively to the benefit of religious, educational, or charitable institutions, societies, or organizations, societies for the prevention of cruelty to children or animals, or societies or organizations conducted for the sole purpose of maintaining symphony orchestras and receiving sub- stantial support from voluntary contributions, or of improving any city, town, village, or other municipality, or of maintaining a cooperative or community center moving-picture theater-if no part of the net earnings thereof inures to the benefit of any private stockholder or individual; or (B) exclusively to the benefit of persons in the military or naval forces of the United States; or (C) exclusively to the benefit of persons who have served in such forces and are in need; or (D) exclusively to the benefit of National Guard organizations, Reserve Officers' associations or organizations, posts or organizations of war veterans, or auxiliary units or societies of any such posts or organizations, if such posts, organizations, units, or societies are organized in the United States or any of its possessions, and if no part of their net earnings inures to the benefit of any private stockholder or individual; or (E) exclusively to the benefit of members of the police or fire department of any city, town, village, or other municipality, or the dependents or heirs of such members; or (2) any admissions to agricultural fairs if no part of the net earnings thereof inures to the benefit of any stockholders or members of the association conducting the same, or admis- 2-11546 sions to any exhibit, entertainment, or other pay feature conducted by such association as part of any such fair-if the proceeds therefrom are used exclusively for the improvement, maintenance, and operation of such agricultural fairs. However, claim for exemption must be made on Form 755. (b) Dues or fees paid to a fraternal society, order, or association operating under the lodge system, or to any local fraternal organization among the students of a college or university. 4. WHO MUST MAKE RETURN, COLLECT, AND PAY TAX-Any person or organization receiving payment for taxable admissions or dues or being a club and having taxable life members must collect the tax from the person paying admission, dues, or fees, except in 1 (b) and 1 (c) above, when vendor must pay tax on the excess charge. 5. COMPUTATION OF TAX-Tax on admissions is imposed on each payment, or upon each single admission. In the case of admission by season ticket or subscription, the tax applies to the amount paid for each season ticket or subscription. 6. RETURNS AND PAYMENT OF TAX.-Return with remittance covering taxes collected in any month must be in the hands of the Collector of Internal Revenue (or his authorized representative) of the district in which the principal office or place of business of the person making the return is located on or before the last day of the succeeding month. Separate return of tax on admissions must be made for each place operated. Returns must be signed and sworn to before an officer authorized to administer oaths, but if the tax is less than $10 the return may be signed or acknowledged before two subscribing witnesses. 7. CREDITS.-In case of overpayment of tax due to an error in calculation, credit may be taken therefor upon any subsequent monthly return. Credit may also be taken as outlined in the Regulations. A complete and detailed record of such overpayment must be kept by the taxpayer for a period of at least two years from the date the credit is taken. In case credit is taken on this return for an overpayment made on a previous return, full information must be attached showing the reasons therefor and designating the kind of tax, the month for which the previous return was filed, and the date of payment. 8. RECORDS.-Every person or organization required to make a return must keep such records as will show all payments for admission or by members (together with their names and addresses) upon which the tax is required to be collected for a period of four years from the date the tax is due in such form that the returns may be easily verified by revenue officers; and in the event that additional tax liability is reported upon examination, the records shall be retained in accordance with the foregoing requirements until the liability is settled, either by payment or by cancellation by the Commissioner. 9. ADMISSION TICKETS.-The price of the ticket shall be conspienously and indelibly printed, stamped, or written on the face or back of that part of the ticket which is to be taken up by the management of the theater, opera, or other place of amusement, together with the name of the vendor, if sold other than at the ticket office of the theater, opera, or other place of amusement. Penalty of not more than $100 for violation of this provision. 10. PENALTIES.-Failure to file on time, 25 per cent of tax. Failure to pay on time before assessment, interest at the rate of 1 per cent a month. Failure to pay within 10 days after issuance of notice and demand based on assessment approved by Commissioner, 5 per cent penalty and 1 per cent interest a month on assessment. Severe penalties for willful failure to file returns or for false or fraudulent returns, as imposed by Section 1114 of the Act. 2-11546b GOVERNMENT PRINTING OFFICE UNITED STATES INTERNAL REVENUE Form 729-Revised March, 1926 RECEIPT FOR PAYMENT OF TAX ON ADMISSIONS AND DUES THIS RECEIPT NOT TO BE DETACHED BY TAXPAYER OCT 1927 NOT VALID UNLESS RECEIPTED BY CASHIER Month of , 192 Taxpayer will enter amount paid in the spaces provided therefor, using figures in the column under "Amount Paid," and words in the space ahead of "Dollars Paid." In filling out the space ahead of "Dollars Paid," begin at the extreme left margin of the block. DOLLARS PAID 100 NAME AND ADDRESS DATE PAID AMOUNT PAID (CASHIER'S STAMP) Harbor Club Lyman & Rodick, Bar Harbor, Maine. 2-11546 TMENT OFFICIAL BUSINESS ERNAL REVENUE AUGUSTA NOV (PENALTY FOR PRIVATE USE $300. E. VE DAYS 2 I 30 M 1927 MAINE Form 1204 CLASS OF SERVICE This is a full-rate WESTE RN SYMBOLS BLUE Day Letter Telegram or Cable- NITE Night Message gram unless its char- NL Night Letter acter is indicated by UNION LCO Deferred a symbol in the check CLT Cable Letter or in the address. WLT Week End Letter NEWCOMB CARLTON, PRESIDENT J. C WILLEVER. FIRST VICE-PRESIDENT The filing time as shown in the date line on full-rate telegrams and day letters, and the time of receipt at destination as shown on all messages, is STANDARD TIME. Received at BAR HARBOR ME 17RZ G8 MD NEWYORK NY 1000A 061 is 1927 A M LYNAM 000 BARHARDOR ME SUGGEST IONS CONTAIN YOUR LETTER OCTOBER InTRTEENTH ENTIRELY SATISFACTORY THOMAS M DEBEVOISE 1020A May 26, 1927. Mr. Thomas M. Debevoise, 26 Broadway, New York City Dear Mr. Debevoise: I am enclosing herewi th draft of deed from Mr. Rockefeller to the Bracy Cove Land Company of the Swimming Pool property, lease from the Bracy Cove Land Company to the Seal Harbor Yacht Club and agreement with reference to the holding of the stock. The deed and the lease were in substance given to Mr. Rockefeller some time ago. I am also enclosing herewith a form of certificate to be used when the stock is issued to Messrs. Rockefeller, McAlpin, Jackson and Ford. If you will kindly make such corrections as you note and return the papers to me I will redraft them. Very truly yours, August 31, 1927. Secretary of State, Augusta, Maine. Dear Sir: I am enclosing herewith a certificate of increase of Capital Stock of the Bracy Cove Land Company from one hundred fifty thousand dollars to two hundred thousand dollars. I am also enclosing the Treasurer's check for $5.00 the fee required for filing such certificate. Yours very truly, 26 Broadway New York V August 25th 1927 Dear Mr Lynam: Your letter of August 8th, answering mine of the 6th regarding increasing the capitalization of the Bracy Cove Land Company, was duly received, and it was noted the only additional cost would be the fee for fil- ing the certificate of increase of stock. Have you made application and filed the certi- cate to increase the Capital Stock from $150,000 to $200,000 ? As you know the purpose of the corporation was to take over the Club house, the idea being to issue stock to the subscribers to cover the cost of their investment. The cost of the project will, as I have already written you, overrun the estimates. The increase in cost is largely due to work on the grounds. Could not the Corporation write Mr Rockefeller, after taking suitable action at one of its meetings, stating that it would pay in stock the entire cost of the enterprise - thus making it possible for us to write you shortly thereafter regarding the issuing of the stock to the interested parties ? Very truly, Mr A H Lynam, Bar Harbor, Maine. Aug. 15,1927 Treasurer of State, Augusta, Maine. Dear Sir:- Enclosed herewith please find franchise tax of the Bracy Cove Land Company for 1927. Yours very truly, # 2 check August 8,1927. Robert W.Gumbol, Esq., 26 Broadway, New York City. Dear Mr. Gumbel:- Answering your letter of August 6th I beg to say that a fee of $5.00 is due the Secretary of State at the time of filing the certificate showing increase of capital stock. A fee is also payable to the State Treasuror as an organiza- tion fee for the additional amountunless the tax already paid covers the amount of the increase. The corporation tax from $10,000. to $500,000. is $50., the amount we paid when we organized. Increasing the capital stock from $150,000. to $200,000, would not involve any additional amount as or- ganization tax. Therefore, the only increased costs would be the five dollars due the State Secretary for filing the certificate. Yours very tr ly, AHE:INS 26 Broadway New York August 6th 1927 Dear Mr Lynam: Referring further to the question of increasing the capital of the Bracy Cove Land Company from $150,000 - I have talked with Mr Rockefeller, and he suggests the capital be increased to $200,000. I have said to Mr Rockefeller I believed this increase could be made without additional cost. Please advise me if I am correct in my statement. Very truly, Rohum Gumbl Mr A H Lynam, Ban Seal Harbor, Maine. July 23, 1927. Mr. Robert W. Gumbel, 26 Broadway, New York City. Dear Mr. Gumbel:- It will be necessary in order to increase the capital stock of the Bracy Cove Land Company from $150,000. to $175,000., or to any sum under $500,000.. to have a vote of a majority of the stockholders authorizing such increase; and to file a certificate thereof with the Secretary of State within ten days thereafter. It would seem to me just as well to wait until you know the actual cost of the plant before issuing any stock. Yours very truly, AFLL:IMS 26 Broadway New York July 22nd 1927 Dear Mr Lynem: Re Bracy Cove Land Company Messrs Ford, Jackson and McAlpin have approved the form of agreement covering the sale of stock by one Owner to the others, and we feel the form will be entire- ly satisfactory to Mr Rockefeller. The agreement are being prepared and will be sent to you shortly. Mr Debevoise feels it might be best to have the Owners execute these agreements when they are all at Seal Harbor, which we understand will be in August. This might be done at the meeting Mr Debevoise suggested be held (see his letter of June 20th) when the temporary directors' resignations might be taken and the Owners elected in their places. As to issuing stock to cover the proportionate interest of the Owners: as I am writing you today the cost will probably exceed the capitalization of the com- pany. What would you think of waiting until we know the actual eost before issuing any stock ? Or, would it be better to issue some stock now to protect the Owners ? Very truly, Mr A H Lynam Bar Harbor, Maine 26 Broadway New York July 22nd 1927 Dear Mr Lynam: Referring to the Bracy Cove Land Company Stock: It now appears that the cost of the plant will exceed our estimates by some $5,000. It had been agreed the Capital Stock of the Company should be put at $150,000. I am endeavoring to work out some plan to submit to the Owners to take care of this excess cost. What would be involved in increasing the capital stock to say $175,000 ? I am aware of the agreement of the Company to purchase the property, in accordance with Mr Rockefeller's letter of June 10th, in which it was stipulated it was understood that the total cost should not exceed $150,000 the amount of the authorized capital stock. But I am trying to see how we could work out some way of giving the Owners stock to cover the full cost. Please write me at your earliest convenience. Very truly, RobertsGumbel Mr A H Lynam Bar Harbor, Maine 26 Broadway New York June 27, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: Thank you for your letter of the 25th instant. I think it will probably be better to have issued now stock to cover the price of the land and the cost to date of the improvements; then to issue additional cost to cover the balance of the improvements as they are completed and payment for them is made. In early August, when all of the Owners are likely to be within reach, you can hold the necessary meetings to arend the By-laws and elect new directors. By that time we shall undoubtedly have the stockholders' agreement in shape for execu- tion. Copies of it are now in the hands of Messrs. Ford, McAlpin and Jackson for their consideration. I am handing your letter and enclosure to Mr. Gumbel, from whom you will hear in regard to the issuance of the stock. Yours sincerely, 26 Broadway New York June 20, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: As you know, Mr. Rockefeller has gone away. He looked over the form of the stockholders' agreement before he left but as it has not yet been approved by Messrs. Ford, Jackson and McAlpin, we did not have any copy executed by him. Under the cir- cumstances I think we must make two bites of the cherry: one, hold a meeting as soon as you can arrange it to consider and accept Mr. Rockefeller's offer and deed and authorize the issuance of the stock, and two, hold a meeting some time after August first to pass the new By-law. At this latter time the resignation of the temporary direct- ors can be taken and the Owners elected in their places. The Owners will probably be at hand then and it will be easy to arrange for them to enter the meeting as they are elected so that a quorum will be present to accept the last resignation and elect a successor. It is probable that Mr. Gumbel will arrange to hold here any stock certificates issued in the names of others than Mr. Rockefeller and these certificates will go forward to those who are entitled to them after the agreement has been executed and the certificates properly stamped. This, however, is a detail that Mr. Gumbel will work out after he learns the wishes of all concerned. Yours sincerely, June 25, 1927. Mr. Thomas M. Debevoise, 26 Broadway, New York City Dear Mr. Debevoise: We have held a meeting of the Bracy Cove Land Company and voted to purchase the SwimmingClub property. A copy of the record of the meeting is enclosed herewith. I presume the only thing now to do is to wait until the agreement is signed and ready for filing with the Company. Very truly yours, June 18, 1927. Thomas M. Debevoise, Esq., 26 Broadway, New York, N.Y. Dear Mr.Debevoise: I beg to acknoilledge receipt of yours of the 13th enclosing the stock agreement in re Bracy Cove Land Company. I had in mind that the stock transfer was to be taken care of by a by-law and some endorsement upon the cer- tificate with only a slight memorandum of agreement to show that the four parties are in accord. Your agreement, however, is so good that I feel you have the best solution. I note by your letter of May 31st that the property is not to be leased this year. That being the case would it not be better to have our meeting just after July 1st when the offer of sale of the property. the deed, stock agreement can be filed with the company and a new by-law passed. If, however, the property is to be leased or if it is to be occupied prior to July 1st the agreement might bear an earlier date, say June 14th, at which time we could have our meeting pass all the votes and deliver the stock for the purchase of the property at the same time. If you wish the matter concluded on June 14th please wire me, other- wise I will do nothing with reference to a meeting until I receive the executed stock agreement. Yours sincerely, June 16, 1927. Mr. Thomas M. Debevoise, 26 Broadway, New York City Dear Mr. Debevoise: I have yours of the 13th enclosing deed and letter from Mr. Rockefeller to the Bracy Cove Land Company. I will call a meeting at once and have the proper action taken. As soon as this is done, I will notify Mr. Gumbel as you suggest. Mr. Rockefeller's letter does meet with my approval and the stock, when issued, will be fully paid and non-assessable. Yours sincerely, 26 Broadway New York June 13, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: Enclosed herewith is a letter from Mr. Rockefeller addressed to the Bracy Cove Land Company under date of June 13, 1927; also the deed (mentioned in the letter) exe- cuted by Mr. and Mrs. Rockefeller. On receiving word that the Company has accepted Mr. Rockefeller's offer and that it has elected to pay for the prop- erty in its capital stock, Mr. Gumbel will write you as to how the stock representing the selling price of the land and the cost of the improvements so far made is to be issued. From our correspondence I take it for granted that the plan outlined in Mr. Rockefeller's letter for the issue of the stock meets with your approval and that you are of the opinion that the stock when so issued will be full paid and non-assessable. Yours sincerely, 2 Encs. Register June 16, 1927. Frank J. Ham, Esq Coll. Internal Revenue Augusta, Maine. Dear Mr. Ham: Will you kindly have sent me five 5d Revenue stamps to go on original issue of stock. I am enclosing herewith my cheque to cover the same. Yours very truly, 26 Broadway New York June 13 th 1927 Gentlemen: I will sell and convey to you, taking payment in cash or, at your option, in your capital stock at par, by Quitclaim deed (a) that tract of land containing 7 and 3/10 acres, more or less, together with the buildings thereon and furniture and furnishings therefor, situated at Seal Harbor on which has now been erected a Club House and Swimming Pool, and (b) a right of way over the way now constructed but reserving as appurtenant to my remaining land lying northerly of the plot described, certain rights of way. Said land hereby offered and right of way and re- served rights of way are set forth in the deed from me to said Bracy Cove Land Company duly executed and submitted to you herewith. It is understood that if you accept this deed you will pay me for the land, buildings, furniture and furnishings as follows: $8,000. for the land, and for the buildings, furniture and furnishings the actual cost thereof, including not only the amount already expended but the amount which will be needed to complete the plans made for the de- velopment and use of the property. It is understood, however, that the total shall not exceed $150,000., which, I understand, is the amount of your authorized capital stock. If you elect to pay in stock I will send, or cause to be sent to you, directions as to how I wish the stock issued for the land and for the amount so far expended, and then from time to time similar directions will be sent to you for the additional stock to cover later expenditures. Very truly, Bracy Cove Land Company, John D. Rockieller 2 Bar Harbor, Maine. 26 Broadway New York June 13, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: Here is a revised draft of the stock agreement; I shall be glad to have the benefit of your suggestions. You will note that I have changed the date to July 1, 1927. Some of the stock will be issued meantime but as none of it will be received by any of the own ers before June 15th, that date seems too early. The adoption of the By-law suggested in my letter to you of the 2nd instant should, I think, wait until the agreement has been executed. It might be well now, however, to change your copy of it so as to show the correct date and also by substitut- ing for the word "of" at the beginning of the second line from the bottom the word "on" so that the last phrase will read "containing certain restrictions on the right to sell, pledge or otherwise dispose of or encumber stock of the corporation." Awaiting your reply, Yours sincerely, 1 Enc. June 7, 1927. Mr. Thomas M. Debevoise, 26 Broadway, New York City Dear Mr. Debevoise: I beg to acknowledge receipt of yours of the 2nd enclosing form of Stock Certificate with suggested clause and also new by-law. 'I think the changes are very fine and approve of the suggestions and will see that the matter is attended to but I think it best to wait until the stockholders agreement is con- cluded in order that they may all be filed together. Very truly yours, 26 Broadway New York May 31, 1927. Mr. A. H. Lynam, Bar Harbor, Maine. Dear Mr. Lynam: Your letter of the 26th instant has been received and I am returning herewith the trust deed for final copy, after which I understand you will return it for execution by Mr. and Mrs. Rockefeller. will you kindly send it to Mr. Gumbel as I am leaving the office on Thursday to be away about a week? Here our procedure would be as follows: Mr. Rockefeller would write a letter to the corporation offering to sell the property to the corporation, taking payment in cash or in stock of the corpor- ation at par, at the option of the corporation; the corporation would, through its Board of Directors, accept the offer, electing to pay in stock; the deed would be presented to the directors at the same meeting and the stock thereupon ordered issued. If this is the plan you will follow, won't you send with the deed the letter of offer you wish executed by Mr. Rockefeller! It has been decided that no lease will be made to any club this year; the owners will keep the property for themselves and their guests. I have therefore put the draft of lease you sent me on our files. The stockholders' agreement and the form of stock certif- icate I will return to you shortly. Yours sincerely, I,A. H. Lynam, hereby certify that I am the duly elected clerk of the Bracy Cove Land Company, a corporation organized under the laws of the State of Maine, and having its principal office at Seal Harbor, Hancock County, Maine, that I have accepted and qualified for said office and that my residence is Bar Harbor, Maine. Dated September 9, 1927. Clerk. TREASURY DEPARTMENT Internal Revenue Service Augusta,Maine. Mim.No.301. September 30, 1927. A. H. Lynam, Bar Hargor, Maine. Your order dated September 29, 1927, with remittance of $ 74.85 for Revenue stamps, received. Inclosed herewith are stamps to the amount of $ 74.85 as per invoice below which is rendered for your information and convenience. Frank J. Ham, Collector. Registered Stamp Deputy. INVOICE. No. Class Denomination Value. 5 Documentary 24 .10 3 5c .15 2 10 .20 6 40c 2.40 1.00 2.00 2 2.00 2 4.00 3.00 6.00 2 30.00 60.00 2 Total 74.85 on original issue 59 on each $ 100. in Palm -placed on stock Books Transfer IL " " 24 " " " 2 4.00 30.9 2 80 + 618 + 1.11.= 100 JD.R.7 34.95 ford 699 +1 700. = 2.45 me A - 49+ 50 Justia - 49+ p 2.45 50. d $30, 40 3 41 4.00 182C 1. / 30.90 1. 2 1 5-28 2.45 10 5, 1 t t 699 2,45 1 I / 618 34.95 / / 2 1. / c C 30.90 74.85 4 158 60 2,40 b, 2 20 10 X X A 49 245 4. 60, 240 6,- 2,10 10 7 4.8 Director wing 1 Pres Ireas " 5- New ones elected stock hand Pay for land " n equipate adop belaw- - executo agreement Send deed for read make stock cate Bracy love DEPOSITED hand BY Company May IN THE 19, 1927 BAR HARBOR BANKING & TRUST CO. OF BAR HARBOR, ME. CREDITED SUBJECT TO PAYMENT SEE THAT ALL CHECKS AND DRAFTS ARE ENDORSED DOLLARS CENTS BILLS SPECIE CHECKS AS FOLLOWS Banker Front 500 - 500 - DUPLICATE TICKET, Have this entered on your book. TOTAL Loring, Short & Harmon PORTLAND, MAINE BOOKS, STATIONERY AND WALL PAPERS WHOLESALE AND RETAIL. MAY 1927 IN ACCOUNT WITH LYNAM & RODICK. BAR HARBOR, MAINE CREDITS TOTAL DEBITS BILLS ARE PAYABLE THE FIRST OF THE MONTH FOLLOWING PURCHASE DATE 12 SEAL, BRACY COVE LAND CO. 4.25 1 .15 4.40 POST & INS. JUN 11 SED 1927 LORING, SHORT & HARMON TREASURY DEPARTMENT Internal Revenue Service Augusta, Maine. July 18, 1927. Min. No.301. Lynam & Rodick, Attorneys and Counsellors, Bar Harbor, Maine. Your order dated June 17, 1927, with remittance of $ .25c for Revenue stamps, received. Inclosed herewith are stamps to the amount of $ twenty-five cents as per invoice below which is rendered for your information and convenience. Frank J. Ham, Collector. Stamp Deputy INVOICE. No. Class Denomination Value. .25c 5 Documentary 5 210⑉ Cycle Description 40300* Smok MANK 2* 7880700 payon 20 LOS hom way presented use equitable CO we dwentre 0.8 274 Long esges - arm conjection or t Income gesage SHEVBABA RECEIVED AUG 16 1927 STATE OF MAINE OFFICE OF MAINE SECRETARY OF STATE Augusta, August 1, 192 7 To Bracy Cove Land Company:- You are hereby notified that in accordance with Section 18, Chapter 9, of the Revised Statutes, your franchise tax for 1927 amounting to $ ...10. is due and payable to the Treasurer of State, on September first, next. Very respectfully, FRANK W. BALL, Secretary of State. PAID AUG 17 1927 ANNUAL FRANCHISE TAX TREASURER OF STATE Section 18, Chapter 9, Revised Statutes Every Corporation incorporated under the laws Name Serenus B. Rodict of the State, except such as are excepted by Sec- tion 28, Chapter 51, shall pay an annual tax as Street Bar Harbor follows: City Maine RATES OF FRANCHISE TAX Authorized Capital not exceeding $50,000 - - - Tax $5.00 Exceeding $50,000 but not ex- ceeding $200,000 - - - 10.00 Exceeding $200,000 but not ex- ceeding $500,000 - - - 50.00 NOTE: In remitting tax to the Treasurer of State, kindly return this notice, filling in Exceeding $500,000 but not ex- the blank spaces above, giving the name of ceeding $1,000,000 - - - 75.00 the present Treasurer of the corporation and his proper business address. And for each million dollars or any part thereof in excess of one million dollars - - 50.00 Name Shares without par value, per Serenus B. Rodick, share - - - .005 Street Bar Harbor, Me. City CIA BIL guipor' no With B* 002 208168 be ber 0170 support 00:00 900 but gregor 10 626698 of piz brober prepuese 9qq2682* you [OL strop a or tie blood of qp6 corboragious 90q que spous Staps (pc 09116 of ecequati 21'000'000 12:00 or 21016 Fingis LGENLY 11118 engus 30 Expection 8200'000 pits per 62- WOLE 113 tax to (16 couque $200'000 9000 process $500'000 per not 624 coupon $300000 10'00 soniona 820'000 womer 110c exceeque CIP OF EBYZCHIPE LYZ 13 supposed you 38' 21 apply back UII par 53 of the saw the 310 excebing 35% good pass Corboration mages rpo promo section 18 cpabier o' Beajery 4. EBY/GHIRE INX 12 geouging of ERRY in RYIT /ST/ tpc License of ou gubcemper nezy paz for Tass to TO F que sry behapp in 2.00 USC preep) nongeg ppst 19 accounting AND adidas 18' o' of the 2.0m .19 BISCA goas giving Comback youmg OE SIVELE OFFICE OK SIVILE 0£ ANIME the IC 185.1 RECEIVED ARTICLES OF AGREEMENT. In accordance with the provisions of Chapter 51 of the Revised Statutes of the State of Maine, and all acts amendatory thereof and additional thereto, we, the under- signed, whose residences are stated opposite our respective signatures, hereby associate ourselves together by these written articles of agreement for the purpose of organizing a corporation under the laws of the State of Maine to be called "Bracy Cove Land Company" and for the following purposes, to wit: To acquire in any manner and to own, manage, develop, sell, mortgage, exchange, and lease, real and personal property and all interests therein, in the County of Hancock, State of Maine: to build and erect structures of any kind on such real property; and generally to do all things incidental or advan- tageous to the same. Said corporation shall be located and have its offices at Seal Harbor, in the town of Mount Desert, Hancock County, Maine. The first meeting shall be held in accordance with and for the purposes enumerated in Section 8 of Chapter 51 of the Revised Statutes of Maine, at the office of Lynam & Rodick, Bar Herbor, Haneook County, Maine, on the twenty-fifth day of April, 1927 at 2 o'clock in the afternoon. the this at 2 - & the are to you / mate 197 THES Dated at Bar Harbor, Maine, this twenty-fifth day of April, A. D. 1927. Names Residences. S. F. Ralston Seal Harbor, Maine. David O. Rodick Bar Harbor, Maine. Serenus B. Rodick Bar Harbor, Maine. Paul D. Simpson Seal Harbor, Maine. A. H. Lynam Bar Harbor, Maine. WAIVER We, the undersigned, being all the signers of the above Articles of Agreement, do hereby fix as the time for the holding of said meeting of organization, Monday, April 25th, 1927, at two o'clock in the afternoon, and the place for holding said meeting the office of Lynam & Rodick, Bar Harbor, Hancock County, Maine, and we do hereby waive notice of such meeting. Bar Harbor, Maine, April 16, 1927. S. F. Ralston David 0. Rodick Serenus B. Rodick Paul D. Simpson A. H. Lynam RECORD OF MEETING OF ORGANIZATION. Under the authority of the foregoing articles of agreement and waiver of notice the associates met at the office of Lynam & Rodick, Bar Harbor, Hancock County, Maine, on Monday, April 25, 1927, at two a'clock in the afternoon, for the purpose of organization. There were present in person: S. F. Ralston, David 0. Ro- dick, Serenus B. Rodkck, Paul D. Simpson and A. H. Lynam, being all the signers of the articles of agreement, aforesai d. S. F. Ralston called the meeting to order and on motion therefor S. F. Ralston was made temporary chairman and presid- ed. On motion therefor A. H. Lynam was made temporary Clerk and duly sworn by Fred C. Lignam Notary Public. On motion therefor the following votes were unanimously adopted: VOTED that the original articles of agreement be filed with the Clerk and a copy thereof spread upon these records. VOTED that we proceed to organize as a corporation under Chapter 51 of the Revised Statutes of Maine and acts amênd- atory thereof and additional thereto. VOTED that the name of the corporation shall be "Bracy Cove Land Company", and its location and principal office, Seal Harbor, Hancock County, Maine. to line 6 20-002270 and NUMBER 26 as to and 512 at and end e to the Lind antoin : as gold First Dell's - the at 27 East CATOY - Des to 30 LC 'ne's ant of the Bews 85082 antas 9-1) factority Sale 01 5.17 that $7.00 0000 aware So and Casa VOTED that the corporate purposes as set forth in the articles of agreement be the corporate purposes of the Company. VOTED that the capital stock of the corporation shall be $150,000. divided into 1500 shares of the par value of one hundred dollars each. All said stock to be common stock. The chairman presented a form of b - -laws for the regulation and government of the affairs of the Company which were read article by article and unanimously adorted and ordered to be inserted at length in the record as follows: BY-LAWS No 1 Name and Location The name of the corporation shall be "Bracy Cove Land Company", and its location and principal office shall be at Seal Harbor, Hancock County, Maine. No II Board of Directors. All powers of the corporation, except such powers as are required by the laws of the State of Maine, or by these by-laws, to be exercised by the stockholders, shall be vested in and exercised by a board of four directors who shall be elected at the meeting of organization by the associates and thereafter by the stockholders, and shall hold their offices a guarant - & LAVE of deference January - the *** as of it's sant as the 199 11 because is 200 from the time of their election until the next annual meeting and thereafter until their successors are elected. No III Officers- The officers of the corporation shall consist of a President, Clerk and Treasurer, all of whom shall be chosen by the associates at their meeting for organization, and thereafter the President and Treasurer shall be elected by the Board of Directors, the clerk by the stockholders. The President shall be a member of the Board of Directors. All officers shall hold their offices from the time of their election until the next annual meeting and thereafter until their successors are elected. These officers shall have the powers usually belonging to such officers. No IV Meetings The annual meeting 01 the corporation shall be held at Seal Harbor, Hancock County, Maine, on the first Tuesday of August, in each year at ten o'clock in the forenoon at the office of the Company or at such other place as the Directors may determine. Special meetings of the corporation may be held at any time upon the order of the President or a majority of the Directors. It shall be the duty of the Clerk to give notice of the annual meeting and all special meetings by sending to each stockholder by mail postage paid, a notice of such meeting at least five days before the time of holding the same. Such notice shall be directed to each stockholder at C his address appearing upon the books of the corporation, If no such address appears, such notices may be directed to Seal Harbor, Maine, or such notices may be given in hand to stockholders seven days at least before the time of holding the meeting. Such notices may be signed by the President or Clerk. All doings of the annual meeting shall be valid not- withstanding no notice is given, but no business shall be transacted at a special meeting of stockholders unless notice is given as aforesaid which notice shall specify all business to be transacted. A meeting of Directors shall be held without notice immediately after the meeting for organization and immediately after each annual meeting of stockholders, at the same place. If all directors are present at any meeting of directors no notice shall be required, otherwise notice of such meetings shall be given in hand to each director or sent by mail to each director, postage prepaid, at least three days before such meeting, If sent by mail such notice shall be directed to each director, at his address appearing upon the books of the corporation. If no such address appears such notices shall be directed to Seal Harbor, Maine. Such notice may be given either by the President or Clerk. No V Quorum A majority of the stock issued represented in person or by proxy shall constitute a quorum of stockholders. A majority of Directors shall constitute a quorum of Directors. and to acrips a2d betterity of the Raoises days Kous on 12 as 06 42 TO See 03 24 of hour se Date 303 so the sec 03 201 D. in poffor assets 09170 8.9 saving us w el 9. of do and not o exosta 20 griving 1010 99723 to 8. go e day to action on from 1400.90 profession doss or And as aavis 00 dose 876195 organ Seasi 30 now get erison daire first 14 time at - free twee is 0.00 to cust - 13 ......... 1958 of a of to Y MOSTO et Sousal Xeeds sto 30 REPLOCED 4 Ifern w - 3 nursing A ₫ 20 f No VI Proxies Each stockholder shall be entitled to one vote for each share of stock held by him, and may be represented by proxy/granted not more than thirty days Before the meeting. No VII Seal The seal of the e corporation shall be a circular metallic disc bearing the words, "Bracy Cove Land Company, 1927". No VIII Certificates of Stock Certificates of stock shall be under seal, and signed by the President and Treasurer. No IX Contracts All contracts, deeds and mortgages shall be authorized by vote of the Stockholders and executed on behalf of the corporation by the President or Treasurer, or by myo ther officer or agent authorized by vote of the Stockholders. No X Stock Book The Treasurer shall have an office at Seal Harbor, Hancock County, Maine, and shall keep a stock book, giving the names, residences and the amount of stock of each stock- holder. The books of the corporation shall be closed ten days before any annual or special meeting of stockholders and not opened until after the meeting. Only stockholders of record shall vote or be represented. solver IY of o' 20 NOT 800 at ed fiere dost su you has w do and 648368 Herlt bogs the 3d the Batteon Iest IIV off 2 of the acts on 90 self $3.65 the and youza" END gotzoon ones 1001 to IIIV of Sea from bebow en Iform Wood to It be $11 W the oil 06 Ilana consistent Sex of of off to "Indu as your 933 to ofor w patters of to 10 thobless site you defferented 500 in 10 ofor or the desirio X 2 oil Inch to ISA avail thats with STATE ,2000 Kosto a good from Mood doctor 15078 to eyes Not 565713 of the a Rottor too an 20 for the as to gard 20 it endled 3 from 047 from Beange Botzesorger se to stor I Dada No XI Secretary of Directors The Clerk of the corporation shall be ex-officio Secretary of the Board of Directors. No XII Amendments These by-laws may be altered, amended or repealed by a two-thirds vote of the quorum present at any meeting of the stockholders called for the purpose. After the adoption of the foregoing by-laws, on motion therefor, it was unanimously voted as follows: VOTED that the capital stock of the Company be now open for subscription. Thereunon the chairman reported that subscriptions to the capital stock of the Company had been received from the following persons: Names Residences Shares S. F. . Ralston Seal Harbor, Maine 1 David 0. Rodick Bar Harbor, Maine 1 Serenus B. Rodick Bar Harbor, Maine 1 Paul D. Simpson Seal Harbor, Maine 1 A. H. Lynam Bar Harbor, Maine 1 On motion therefor it was unanimously, VOTED that the associates, all of whom are subscribers for stock, proceed to the election of a board of directors, Clerk, President and Treasurer by written ballot. IX of on 0 and 20 REPER will 2° 24 to administration IIX or w Details to 47 you evaluate to for to surrous on to 0. or . adidas 500 not crites one and million no adidas as we to gard, 20232 as Beder any 11 oil you in and 20 ⑉ **02 of in 5 pages and ero 2015 2951 and the To Abota Ledicao our asoceb test and reight order Date addition ... you on pleases :0 Dives I into sodium IAF wether . I and is a acagele . Liver I enter .50 - GADE .... @@@ 3.1 no or made 20 IIa and test to 5-cape molfools on of Seasacy Seggs 103 the .sollad of Doe tayhiest This was accordingly done and the following named persons having received all the votes cast were declared unanimously elected to their respective offices. Directors: S. F. Ralston David 0. Rodick Serenus B. Rodick A. H. Lynam President S. F. Ralston Treasurer Serenus B. Rodick Clerk A. H. Lynam The Clerk was duly sworn according to the following original record of his oath: STATE OF MAINE HANCOCK ss. April 25, 1927. Personally appeared A. H. Lynam and made oath that he would faithfully and impartially perform the duties required of him as Clerk of Bracy Cove Land Company, Before me, [Notarial Seal) Fred C. Lynam Notary Public. On motion therefor it was unanimously, VOTED that the President, Treasurer and a majority of the Directors forthwith prepare and verify the certificate F or organization required by the laws of Maine and cause the same to be recorded and filed in the various offices re- quired by law. The chairman reported that no further corporate business could be transacted until said certificate of organization had been approved by the Attorney General, recorded in the Registry of Deeds for Hancock County, Mai re and a copy thereof attested by said Register filed with the Secretary of State and the meeting thereupon adjourned. A true record, Attest: Clerk. or del beforger with to him 33 500$ VC boroz ee was in it 60 10 or no Sizu of beliefts to from the 647 to 51 5,000 and week STATE OF MAINE. Certificate of Organization of a Corporation under the General Law. The undersigned, officers of a corporation organized at Bar Harbor, Hancock County, Maine, at a meeting of the signers of the articles of agreement therefor, duly called and held at the office of Lynam & Rodick in the town of Bar Harbor, on Monday the twenty-fifth day of April A. D. 1927, hereby certify as follows: The name of said corporation is Bracy Cove Land Company. The purposes of said corporation are To acquire in any manner, and to own, manage, develop, sell, mortgage, exchange and lease real and personal property and all interests therein, in the County of Hancock, State of Maine; to build and erect structures of any kind on such real property; and generally to do all things incidental or advan- tageous to the same. The amount of the capital stock is $150,000. The amount of common stock is $150,000. The amount of preferred stock is none. The amount of capital stock already paid in i s $500.00. The par value of the shares is $100.00. The names and residences of the owners of said shares are as follows: the 2.3 no Some me NAMES RESIDENCES NO. OF SHARES COMMON PREFERRED S. F. Ralston Seal Harbor, Maine 1 David 0. Rodick Bar Harbor, Maine 1 Serenus B. Rodick Bar Harbor, Maine 1 Paul D. Simpson Seal Harbor, Maine 1 A. H. Lynam Bar Harbor, Maine 1 Unsubscribed and in the treasury $1,495. Said corporation is located at Seal Harbor, in the County of Hancock. The number of directors is four and their names ares. F. Ralston, David O. Rodick, Serenus B. Rodick and A. H. Lynam. The name of the clerk is A. H. Lynam and his residence is Bar Harbor, Maine. The undersigned, S. F. Ralston is president; the undersigned, Serenus B. Rodick, is treasurer; and the undersigned, S. F. Ralston, David 0. Rodick, Serenus B. Rodick, and A. I. Lynam are a majority of the directors of said corporation. Witness our hands this twenty-fifth day of April A. D. 1927. S. F. Ralston President Serenus B. Rodick Treasurer S. F. Ralston David 0. Rodick Directors Serenus B. Rodick A. H. Lynam the Hancock, SS. April 25, A. D. 1927. Then personally appeared S. F. Ralston, David O. Rodick, Serenus B. Rodick, and A. H. Lynam and severally made oath to the foregoing certificate, that the same is true. Before me, Fred C. Lynam Notarial Seal Notary Public STATE OF MAINE. Attorney General's Office, April 30th, A. D. 1927. I hereby certify that I have examined the foregoing certi- ficate, and the same is properly drawn and signed, and is con- formable to the constitution and laws of the State. Sanford L. Fogg, Deputy Attorney General. Hancock, SS. Registry of Deeds. Received May 2, 1927 at 3 h. 30 M. P. M. Recorded in Vol. 4, Page 172. Attest: George R. Hadlock, Register. State of Maine Office of the Secretary of State Augusta, May 7, 1927. A copy of the record of the within certificate of organiza- tion duly certified by the Register of Deeds of Hancock Countys has this day been received and filed in this office. Recorded in Vol. 108, Page 21 of Records of Corporation. Attest: Frank W. Ball, Deputy Secretary of State. CALL FOR MEETING. A meeting of the Bracy Cove Land Company will be held at the office of the Seal Harbor Realty Company, Seal Harbor, Maine, on Tuesday June 21st, 1927 at three o'clock in the afternoon for the following purposes:- To consider a communication from Mr. Hohn D. Rocke- feller, Jr. offering to sell and convey certain land s together with the buildings thereon and furniture and furnishings therefor and appurtenances, situated at Seal Harbor, Maine. To transact such other business as may le gally come before the meeting. Mobinem Clerk. A special meeting of the Bracy Cove Land Company was duly called and held at the office of the Seal Harbor Realty Company, Seal Harbor, Maine, on Tuesday June 21st, 1927 at three o'clock in the afternoon. Present:- S.F. Ralston, David O. Rodick, Serenus B. Rodick, Paul D. Simpson and A.H.Lynam, being all the stock- holders. A communication from Mr. John D. Rockefeller, Jr. offering to sell and convey to this corporation certain property was presented and read, which communication is in language as follows:- "Gentlemen: I will sell and convey to you, taking payment in cash or, at your option, in your capital stock at par, by Quitclaim deed (a) that tract of land containing 7 and 3/10 acres, more or less, together with the buildings thereon and furniture and furnishings therefor, situated at Seal Harbor on which has now been erected a Club House and Swimming Pool, and (b) a right of way over the way now constructed but reserving as appurtenant to my remaining land lying northerly of the plot described, certain rights of way. Said land hereby offered and right of way and re- served rights of way are set forth in the deed from me to said Bracy Cove Land Company duly executed and sub- mitted to you herewith. It is understood that if you accept this deed you will pay me for the land, buildings, furniture and furn- ishings as follows: $8,000. for the land, and for the buildings, furniture and furnishings the actual cost thereof, including not only the amount already expended but the amount which will be needed to complete the plans made for the development and use of the property. It is understood, however, that the total shall not exceed $150,000., which, I understand, is the amount of your authorized capital stock. If you elect to pay in stock I will send, or cause to be sent to you, directions as to how I wish the stock issued for the land and for the amount so far expended, and then from time to time similar directions will be sent to you for the ad- ditional stock to cover later expenditures. Very truly, Bracy Cove LandCompany, John D.Rockefeller, Jr. Bar Harbor, Maine. The deed referred to was read, examined and approved, WHEREUPON, after consideration it was voted to accept the offer of Mr. Rockefeller and to purchase the said property, paying for the same in the capital stock of the Company at par, as follows:-$8,000. for the land, and for the buildings, furniture and furnishings the actual cost thereof, including not only the amount already expended but the amount which will be needed to complete the plans made for the development and use of the property. It is understood, however, that the total shall not exceed $150,000. Upon motion it was voted to adjourn. A true copy: Attest: Clerk. CALIFORNIA the CALL FOR MEETING. A meeting of the Bracy Cove Land Company will be held at the office of the Seal Harbor Realty Company, Seal Harbor, Maine, on Tuesday, August 30, 1927, at three o'clock in the afternoon, for the following purposes: To increase the capital stock of the corporation from one hundred fifty thousand dollars to two hundred thousand dollars. To take action with reference to the increased cost of the improvements in connection with the building, land and grounds, at Seal Harbor on which has now been erected a Club House and Swimming Pool. anthony Clerk. - avoc 627 37 is item A grayman wither red's . Cour one to 66277 - 3. the 1221 .. so care ¥ any 5.2 our all case with 628 0.0 Document and Department with w 2/12 Details of sase $2.00 its detain act 0 and any dou at 5.7 10 - to form and as $0.00 in charges face have w and Daugh and . need or 200 A .77610 A special meeting of the Bracy Cove Land Company was duly called and held at the office of the Seal Harbor Realty Company, Seal Harbor, Maine, on Tuesday, August 30, 1927 at three o'clock in the afternoon. Present: S. F. Ralston, David 0. Rodick, Serenus B. Rodick, Paul D. Simpson and A. H. Lynam being all the stockholders. Whereas it appears that the amount of capital stock of this corporation is insufficient for the purposes for which said corporation is organized, Therefore it was unanimously voted that the capital stock of this corporation be increased from the sum of one hundred fifty thousand dollars, consisting of fifteen hundred shares of the par value of one hundred dollars each, to the sum of two hundred thousand dollars, consist- ing of two thousand shares of the par value of one hundred dollars each; that the by-laws be amended in accordance herewith; that the Clerk file with the Secretary of State a certificate of the action of this meeting and obtain his certificate therefor; within ten days thereof. The President reported that the cost of the improve- ments in connection with the building, land and grounds, at Seal Harbor on which has now been erected a Club House and Swimming Pool has overrum the estimates. Whereupon it was unanimously voted to offer to pay in stock the entire cost of the enterprise, the total cost however not to exceed two hundred thousand dollars. Upon motion it was voted to adjourn. Clerk. A true record, Attest: Clerk. 20 59204 8.67 72 segasted - ,00 Expiration eis to 1350 and deats at 850 Secretary our 12 reviewed 7908 Islud .315 or DO/GV say it COITON nous error s RECORD OF MEETING. A special meeting of the Bracy Cove Land Company was duly called and held at the office of the Seel Harbor Realty Company at Seal Harbor, Maine, on Tuesday, October 18th, 1927 at four o'clock in the afternoon. Present: S. F. Ralston, David O. Rodick, Seremis B. Rodick, Paul Do Simpson, A. H. Lynam, and John D. Rockefeller, Jree being all the stockholders. The reading of the minutes, of the last meeting, was, upon motion, dispensed with. Upon motion it was voted to amend the by-laws by adding the following new by-law: Transfer of Stock. "No transfer of any of the stock of the Corporation shall be valid which is inconsistent with the intention of that certain agreement dated Sept. 1, 1927, between John D. Rockefeller, Jr., D. H. McAlpin, Roseoe B. Jackson and Edsel B. Ford, a copy of which shall be kent on file by the Corporation and shall be subject to the inspection of its stockholders: the said agreement containing certain restrictions on the right to sell, pledge or otherwise dispose of or encumber stock of the Corporation". An agreement executed by John D. Rockefeller, Jr., D. 11. McAlpin, Roseoo B. Jackson and Edsel B. Ford was presented, read and ordered placed on file with the corporation. The President reported that in accordance with the vote taken at a Special Meeting of the Company held on June 21, 1927, eighty shares of the capital stock of the Corporation had been issued to Mr. John D. Rockefeller, Jros in payment for the tract of land containing 7.3 acros situated at Seal Harbor, on which has now been erected a club house and Swimming Pool. And in accordance with the vote 1 ker at a Special Meeting of the Company hold on August 30, 1927, it was unanimously voted to direct the President and Treasurer to deliver to John Do Rockefeller, Jre, 618 shares of the capital stock of this company; to D. H. McAlpin, 49 shares of the capital stock of this company: to Roseoe B. Jackson, 49 shares of the capital stock of this company; to Edsel B. Ford, 699 shares of the capital stock of this company; in payment for the buildings, furniture and furnishings erected upon the property above described, said shares representing the amount each of the parties has invested in said buildings, furniture and furnishings. David 0. Rodick then made a transfer to John D. Rocke- feller, Jr., of the one share of stock hold by Mr. Rodick and tendered his resignation as a Director. Upon motion duly seconded it was voted to accept such resignation, and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director to fill the vacancy caused by such resignation and the transfer to John D. Rockefeller, Jr., of the share of stock heretofore held by David O. Rodick. Such election was accordingly had and said John D. Rockefeller, Jr., was declared unanimously elected Director. Serenus B. Rodick then made a transfer to Edsel B. Ford of the one share of stock held by Mr. Rodick and tendered his resignation as a Director and Treasurer. Upon motion duly seconded it was voted to accept such resignation, and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director to fill the vacancy caused by such resignation and the transfer to Edsel B. Ford of the share of stock heretofore held by Serenus B. Rodick] Such election was accordingly had and said Edsel B. Ford was declared unan- imously elected Director. S. F. Ralston then made a transfer to D. H. McAlpin of the one share of stock held by Mr. Ralston and tendered his resignation as a Director and President. Mr. Ralston having retired, Mr. John D. Rockefeller, Jr. was unanimously elected President, pro tem. Upon motion it was voted to accept the resignation of Mr. Ralston and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director to fill the vacancy caused by such resignation and the transfer to D. H. McAlpin of the share of stock hereto- fore held by S. F. Ralston. Such election was accordingly had and said D. H. McAlpin was declared unanimously elected Director. On motion duly seconded it was voted to proceed to the election of a President to fill the vacancy caused by the resignation of S. F. Ralston. Such election was accordingly had by written ballot and Edsel B. Ford was declared to be unanimously elected president. On motion duly seconded it was voted to proceed to the election of a Treasurer to fill the vacancy caused by the resignation of Serenus B. Rodick. This was accordingly done and John D. Rockefeller, 3rd. was declared to be unanimously elected Treasurer. A. H. Lynam then made a transfer to Roscoe B. Jackson of the one share of stock held by Mr.Lynam and tendered his resignation as a Director. Upon motion duly seconded it was voted to accept such resignation, and upon motion duly seconded it was further voted to proceed by written ballot to the election of a Director to fill the vacancy caused by such resignation and that 06/01 will the transfer to Roscoe B. Jackson of the share of stock heretofore held by A. H. Lynam. Such election was accordingly had and said Roscoe B. Jackson was declared unamimously elected Director. On motion duly seconded it was voted to ad journ. A true copy, Attest:- Clerk. 2010 a resident 30 AGREEMENT made September 1, 1927, between JOHN D. ROCKEFELLER, Jr. and D. H. McALPIN, both of the City of New York, and ROSCOE B. JACKSON and EDSEL B. FORD, both of the City of Detroit, (hereinafter called "the parties"). Each of the parties holds or is to acquire capital stock of Bracy Cove Land Company, a Maine Corporation, (hereinafter called "the company"). In consideration of the mutual agreements of the parties hereinafter contained, the parties agree with each other as follows: I. During the life of this agreement no stock of the Company now or hereafter owned by any of the parties shall in any case be sold, given away, pledged or otherwise disposed of or encumbered, except as hereinafter provided. None of the parties shall offer for sale any portion of his holdings of such stock. If he wishes to sell, he must offer his entire holdings of such stock, including any additional shares thereof which he may hereafter acquire, en bloc. II. If any of the parties wishes to sell any of such stock he shall first offer all of his holdings of such stock for sale at par to all of the other parties who are then stockholders of the Company and they shall have the first right to purchase the same at par in lots proportionate to their respective holdings of stock of the Company at the time of the offer. Each offer shall, unless sooner refused, remain open for acceptance for sixty days. Any offeree who shall not accept such offer within such period shall be deemed to have refused the same. If one of the offerees shall refuse the offer, the remaining two offerees, accepting, shall be bound to purchase all of the stock so offered in lots proportionate to their respective holdings of stock of the Company at the time of the offer. If two of the offerees shall refuse the offer, the remaining offeree, accepting, shall be bound to take all of the stock so offered. If all of the offereds shall refuse the offer, the stock offered may be sold in whole or in part without any limitation whatever and after sale shall not be subject to the provisions hereof unless it shall again become the property of one or more or the parties. Delivery of stock to be purchased hereunder and payment therefor shall be made immediately after the expiration of the above mentioned sixty day period. The death of any of the parties after the making of an offer to him as here in provided and prior to his acceptance shall be deemed a refusal to purchase. No offer need be made to any of the parties who is not at the time a stockholder of the Company or to the estate of a deceased party. 20 and to in current 900 ad 665 to adidas - at & - . surge and - it of - - and to ent State 25 to forms 24th all - i a to than account 130 - of - - SEAT the in at 3100 in a