For this purpose and in compliance with the specific instructions of the said testator, as expressed in the thirty fifth section of his said last will and testament, your memorialists respectfully ask from your honorable body an act of incorporation of an institution to be known and designated as the Tilden Trust, with such powers as will be required to give most complete efficacy to the comprehensive and beneficent designs of the aforesaid testator.
And as the said bequests for the maintenance of a free library and reading room in the city of New York are made upon the express condition that the said Tilden Trust shall be incorporated in a manner and form satisfactory to your memorialists, it has seemed to be incumbent upon them to define the general features of such a charter.
Your memorialists, therefore, do hereby respectfully submit the form and manner of an act which, if it shall receive the approval of your honorable body and become a law, will be satisfactory to your memorialists.
New York, January 4th, 1887.
John Bigelow, And. H. Green, Geo. W. Smith, Executors and Trustees.
XXIII. ACT OF INCORPORATION. Passed 26 March, 1887.
Laws Of 1887, Chapter 85. An Act to incorporate the Tilden Trust, for the establishment and maintenance of a Free Library and Reading Room in the City of New York.
, John Bigelow, Andrew H. Green and George W. Smith, the executors and trustees of the last will and testament of Samuel J. Tilden, deceased, have, in pursuance of provisions of said will and testament, made application to the Legislature for the enactment of the following act; and
tt)l)ereiT0, The said executors and trustees deem it inexpedient to designate any purposes of the corporation herein and hereby created other than the establishment and maintenance of a Free Library and Reading Room in the city of New York, in accordance with the purpose and intention of said testator;
The People of the State of New York, represented in Senate and Assembly, do enact as follows:
Section 1. The said John Bigelow, of Highland Falls, in Orange County, and Andrew H. Green and George W. Smith, of the city of New York, and such other persons as they may associate with themselves, and their successors are hereby created a body corporate and politic under the name and title of The Tilden Trust.
Section 2. The said John Bigelow, Andrew H. Green and George W. Smith, shall be permanent trustees of such corporation in accordance with the intention of the said will in that behalf. Within ninety days from the passage of this act they shall designate and appoint, in writing, other trustees, so that the number of trustees shall not be less than five.
ScCtion 3. One-half of the other trustees so designated and appointed shall hold office for the term of one year, and the other half thereof for the term of two years. After such designation and appointment shall have been made, every trustee appointed to fill any vacancy in the Board of Trustees shall hold office for the term of two years. Any vacancy which may at any time occur in said Board through death, resignation, incapacity, expiration of term or otherwise, shall be filled by the remaining trustees.
Section 4. All the powers of the said corporation shall be vested in the trustees. They shall have the power to appoint a president and vice-president, secretary and treasurer, of whom the secretary and treasurer need not be members of said board. Such officers shall hold their offices upon such tenure, and shall receive such compensation as the by-laws may prescribe. Said trustees shall also have power to appoint such other officers and agents as the proper conduct of the affairs of said corporation shall require, removable at the pleasure of the board and to fix their compensation.
Scttion 5. The said corporation shall have, in addition to the powers now conferred by law upon all corporations as such, the capacity and power to establish and maintain a free library and reading-room in the city of New York, and for these purposes it shall have power to demand, recover, accept and receive all such money and other property, real or personal, as is given to it by virtue of the will of Samuel J. Tilden, or shall be conveyed or transferred to, or in any manner bestowed upon it by the aforesaid executors and trustees by virtue of the powers therein conferred upon them; and the said corporation shall have power to hold, manage, improve, dispose of and convey all property at any time received or acquired by it, in such manner as may be best calculated to carry out its objects and purposes.
Section 6. The said corporation shall accept and receive all such money or other property as is given to it by the said will of Samuel J. Tilden, or shall be conveyed or transferred to, or in any manner bestowed upon it as aforesaid by the aforesaid executors and trustees, subject to the terms and conditions expressed in and imposed by the said will of Samuel J. Tilden, in respect to the gift or gifts therein and thereby made or provided for, to a corporation to be formed and to be known as the Tilden Trust, and the said corporation shall have power to make and enter into any obligation or obligations to secure due compliance with such terms and conditions.
Section 7. The said corporation shall possess the powers, and, except as may be otherwise provided bythis act, be subject to the provisions, liabilities and restrictions contained in the third title of the eighteenth chapter of the first part of the Revised Statutes, but nothing herein contained shall affect the rights of any parties to any action now pending or of any heir at law of said Samuel J. Tilden, deceased.
Section 8. This act shall take effect immediately.
XXIV.
CONVEYANCE OF THE TILDEN ESTATE TO THE TILDEN TRUST. Dated, 29 April, 1887.
Recorded In New York Register's Office, 30 April, 1887. Liber 2055 Of Conveyances, Page 212. jhibcntttrc, made the twenty-ninth day of April, in the year one thousand eight hundred and eighty-seven, between John Bigelow, Andrew H. Green and George W. Smith, the executors and trustees under the last will and testament of Samuel J. Tilden, deceased, parties of the first part, and the Tilden Trust, a body corporate and politic, created under the laws of the State of New York, party of the second part.
(X)herea0, Samuel J. Tilden, of Graystone, in the city of Yonkers, County of Westchester, in the State of New York, departedthis life on the fourth day of August, in the year one thousand eight hundred and eighty-six, leaving his last will and testament in writing, dated on the twenty-third day of April, in the year one thousand eight hundred and eighty-four, wherein and whereby the said John Bigelow, Andrew H. Green and George W. Smith were nominated, constituted and appointed executors and trustees; and
iX)I)crcus, the said last will and testament was afterwards and on the twentieth day of October, 1886, duly admitted to probate by Owen T. Coffin, Esq., Surrogate of the County of WestChester, at a Surrogate's Court held at White Plains, in the said County, on that day, and letters testamentary were on the same day issued to the said John Bigelow, Andrew H. Green and
George W. Smith, and they each thereupon duly qualified and accepted the office of executor of said last will and testament, and took upon themselves the duties of said office, and also accepted the trusts created in and by the said will; and
tOl)eri.'us, the said Samuel J. Tilden, after making in and by his said will provisions for the payment of his debts and divers legacies in the form of trusts and otherwise, for particular persons, and also certain provisions for the establishment and maintenance of a library and free reading room in his native town of New Lebanon, in the State of New York, and for the establishment of another library and free reading room in the city of Yonkers, in the same State, did further in and by the thirtyfifth article of his said will make provisions for the establishment and maintenance of a free library and reading room in the city of New York, which said thirty-fifth article is in the following words, namely:
I request my said Executors and Trustees to obtain as speedily as possible from the Legislature an act of incorporation of an institution to be known as the Tilden Trust, with capacity to establish and maintain a free library and reading room in the city of New York, and to promote such scientific and educational objects as my said Executors and Trustees may more particularly designate. Such corporation shall have not less than five trustees, with power to fill vacancies in their number; and in case said institution shall be incorporated in a form and manner satisfactory to my said Executors and Trustees during the lifetime of the survivor of the two lives in being upon which the trust of my general estate herein created, is limited, to wit: the lives of Ruby S. Tilden and Susie Whittlesey, I hereby authorise my said Executors and Trustees to organize the said corporation, designate the first trustees thereof, and to convey to or apply to the use of the same the rest, residue and remainder of all my real and personal estate not specifically disposed of by this instrument, or so much thereof as they may deem expedient, but subject nevertheless to the special trusts herein directed to be constituted for particular persons, and to the obligations to make and keep good the said special trusts, provided that the said corporation shall be authorised by law to assume such obligation.
But in case such institution shall not be so incorporated during the lifetime of the survivor of the said Ruby S. Tilden and Susie Whittlesey, or if for any cause or reason my said Executors and Trustees shall deem it inexpedient to convey said rest, residue and remainder or any part thereof or to apply the same or any part thereof to the said institution, I authorise my said Executors and Trustees to apply the rest, residue and remainder of my property, real and personal, after making good the said special trusts herein directed to be constituted, or such portions thereof as they may not deem it expedient to apply to its use, to such charitable, educational and scientific purposes as in the judgment of my said Executors and Trustees will render the said rest, residue and remainder of my property most widely and substantially beneficial to the interests of mankind."
2lnu, afterwards in pursuance of their duties and of the directions contained in the said thirty-fifth article of said will said executors and trustees made application to the Legislature of the State of New York for an Act of Incorporation of an Institution to be known as the Tilden Trust, and in and by the said application elected to designate no other objects or purpose for or of the corporate body so applied for than the establishment and maintenance of a Free Library and Reading Room in the city of New York and elected to confine their designation to the purposes and objects of said corporation so applied for the establishment and maintenance of a Free Library and Reading Room in the city of New York, and the said Legislature afterwards, on the twenty-sixth day of March, 1887, in compliance with said application, passed an Act entitled an Act to Incorporate the Tilden Trust for the establishment and maintenance of a Free Library and Reading Room in the city of New York, which said Act was thereafter duly approved; and
tt)hma0, the said executors and trustees have accepted the said Act and have, in pursuance of the terms thereof, designated and appointed in writing two other trustees, namely, Alexander E. Orr and Stephen A. Walker, and the said corporation has been duly organized and a President and Vice-President, Secretary and Treasurer thereof duly appointed; and
tohereas, the estate of the said Samuel J. Tilden is not as yet, and cannot be for some time to come, completely settled, and divers of the duties and functions of the executors thereof remain unperformed; but the said John Bigelow, Andrew H. Green and George W. Smith, executors and trustees, as aforesaid, deem it to be their duty to vest in the said Tilden Trust without delay all the rest, residue and remainder of the real and personal estate of the said Samuel J. Tilden, which they are by the said thirty-fifth article of said will authorized to convey to or apply to the use of the said Tilden Trust, so, however, as to save and reserve to themselves all their powers, duties and functions conferred upon them by the said will, except any power or duty to otherwise dispose of the said rest, residue and remainder, or any part thereof;
Noro therefore, SThis Jfnbentnre toitnessetl) that the said parties of the first part, in consideration of the premises and of the sum of one dollar to them in hand paid by the said party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, sold, assigned, transferred and set over, conveyed to and applied to the use of and by these presents, do hereby grant, bargain, sell, assign, transfer, set over, convey to and apply to the use of the said party of the second part, its successors and assigns, all the rest, residue and remainder of all the real and personal estate of the said Samuel J. Tilden, which in and by the said thirty-fifth article of said will they are authorized to convey or apply to the use of the said Tilden Trust,
STo $a»e onb do Ijolb the said rest, residue and remainder to the said party of the second part, its successors and assigns forever, subject, however, in the manner provided by the said thirtyfifth article of said will to the special trusts directed by the said will to be constituted for particular persons and to the obligations to make and keep good the said special trusts, and also subject to the express condition that in case any special trust directed to be constituted by the said will shall fail in whole or in part by depreciation of securities, that then and in such case, and in every such case, the said party of the second part shall, out of the said rest, residue and remainder, hereby conveyed, repay to the trustees for the time being of any such special trust, so much money as shall be sufficient in each case to make good the loss or deficiency arising out of such depreciation, the parties of the first part, however, saving and reserving to themselves all powers, duties, functions and rights appertaining to their office as executors and trustees under the said will, which shall or may be necessary or proper in due course of the administration of the estate of the said decedent, and closing out of the same according to law, and the true intent of said will, but not reserving the right or power to make any other disposition of the said rest, residue and remainder hereby conveyed to the said Tilden Trust, or any part thereof, it being the intent and meaning of this indenture to vest the right, title and interest in and to the said rest, residue and remainder so conveyed in the said Tilden Trust to the end that from time to time as soon as any part of said rest, residue and remainder shall be received by them, the said party of the first part, and be ready for actual delivery into the custody, possession and control of the said Tilden Trust, the same may be so delivered and the said Tilden Trust may demand and receive the same, and to the end also that in the meantime and until such delivery, or time for delivery, the said parties of the first part shall have and possess all the powers in respect to the receipt, collection, management, sale, transfer, conveyance and disposition of all the assets, real and personal, belonging to the estate of said Samuel J. Tilden which they now possess and enjoy as executors and trustees.
And the party of the second part hereby acknowledges its obligations to make good as aforesaid said special trusts and covenants, and agrees with the said parties of the first part to fulfill the same, and for the better security for the performance of such covenant the said party of the second part hereby covenants and agrees to and with the said parties of the first part to set apart and separately invest two and one-half per cent, of all amounts it shall at any time receive pursuant to this conveyance, in good marketable securities, and to keep the same so invested during the continuance of said special trusts, and until the same and all the same shall have terminated, but with liberty to apply parts of the sums so invested from time to time, as occasion and necessity may arise, to make good any loss or deficiency which may be caused by any depreciation as aforesaid, and also with liberty to apply the income arising from the funds so invested to the objects and purposes of said Tilden Trust.
3n witness wljercof, the parties hereto have hereunto set their hands and seals the day and year first above written.
John Bigelow, (seal)
Andrew H. Green, (seal) Geo. W. Smith, (seal) Executors and Trustees.
(corporate Seal) The Tilden Trust,
John Bigelow,
resident. Attest
A. E. Orr, Secretary.
XXV.
JUDGMENT DECLARING THE TILDEN TRUST VOID, MODIFIED AND AFFIRMED.
Judgment Of The Special Term,
27 May, 1890. Judgment Of The General Term, Modifying
The Former Judgment,
19 November, 1890.
Entered 2 January, 1891. Judgment Affirmed By The Court Of Appeals, 27 October, 1891.
At a Special Term of the Supreme Court of the State of New York, held in and for the County of New York, at the County Court House, on the 27th day of May, 1890.
Present—Hon. Miles Beach, Justice.
SUPREME COURT.
Andrew H. Green, John Bigelow and George W. Smith, as Executors and Trustees under the Last Will and Testament of Samuel J. Tilden, deceased; Samuel J. Tildenjr., Ruby S. Tilden, Susan G. Tilden, Lucy F. Tilden, Laura B. Hazard; and Laura B. Hazard and William A. Hazard, as Executors of the Last Will and Testament of Mary B. Pelton, deceased; Henrietta A. Swan, Caroline B. Whittlesey, Susan G. Tilden, Anne J. Gould, Adelaide E. Buchanan, Marie Celeste Stauffer, Henrietta Jones, John J. Cahill, Maria Sinnot, Georgen Johansen, Henry G. Gilbert, Edward Reilly, Catherine Burke, Rosa Clark, John Lynch, Eliza- beth Gettens, Denis O'Hare, and Daniel Herr, and the Tilden Trust, Defendants.
The issues of fact and of law arising in this action having been tried before the said Justice, now present, and the said Justice having duly made and filed his findings of fact and conclusions of law, whereby he finds and determines that the Plaintiff is entitled to this judgment; now on motion of Vanderpoel, Green and Cuming, the attorneys for the Plaintiff, the Court orbers, abjabges onb becmo:
.first. That the provisions in the will of the testator, Samuel J. Tilden, deceased, having in view the creation of a "general trust" of his entire residuary estate for charitable uses, are, and each of them is illegal and void.
Seconb. That the devise and bequest in the will of the testator, Samuel J. Tilden, to his executors and trustees, and to their successors in the trust thereby attempted to be created, and to the survivors and survivor of them, of all the rest, residue and remainder of all the property, real and personal, of which the said testator died, seized or possessed, vests no interest therein, or in any portion thereof, in any ascertained or ascertainable person, either natural or artificial, and is incapable of being carried into effect by a judicial decree, and is illegal and void.
®l)irb. That the provisions of the thirty-fifth article of the will of the testator, Samuel J. Tilden, deceased, authorizing his executors and trustees, in their discretion, to convey, or to apply the rest, residue and remainder of all the testator's real and personal property, or so much thereof as they may deem expedient, or may not deem inexpedient, to the various uses and purposes therein mentioned, and in the manner therein suggested, are, and each of said provisions is, illegal and void; and, that as to the property therein mentioned, and each and every part thereof, the same is undisposed of by the said provisions of the said will, and at the death of the said testator, the said property, and each and every part thereof descended to, and vested in due course of law, in the plaintiff herein, and in the other heirs at law and next of kin of the said Samuel J. Tilden, deceased.
JTonrtl). And it is further Declared, Adjudged and Decreed, that as to his entire residuary estate, the testator, Samuel J. Tilden, died intestate, and the whole thereof at his death descended to and vested in the plaintiff and the other heirs at law and next of kin of the said Samuel J. Tilden deceased.
JFiftl). And it is Further Adjudged, Declared and Decreed, that the objects and purposes to which the testator's residuary estate is authorized by his will to be applied are illegal and invalid, and the same remains undisposed of by his will, and is to be distributed to the plaintiff and the heirs at law and next of kin of the testator; and that the said executors and trustees proceed according to law to make distribution of the personal estate of the testator in their hands, and of the rents, issues and profits of the real estate received by them, which shall remain after satisfying the several legacies providing for the special trusts for the benefit of the particular individuals named therein; and paying the costs, charges and expenses of this action, which are hereby directed to be paid.
Syetl). And it is Further Ordered, Adjudged and Decreed, that the plaintiff, George H. Tilden, recover of the defendants, Andrew H. Green, John Bigelow and George W. Smith, as executors and trustees under the last will and testament of Samuel J. Tilden deceased, his costs of this action, taxed at the sum of two hundred and sixteen -j^ dollars, together with an additional allowance of two thousand dollars hereby awarded to him, in all amounting to the sum of two thousand two hundred and sixteen -££§ dollars, and that the plaintiff have execution therefor.
XXVI. THE COMPROMISE AGREEMENT. Dated, 29 May, 1891.
Recorded In New York, 7 February, 1894.
Sec. 3, Liber 28, Page 13; Blocks 875-876. Recorded In Westchester Co., n October, 1894. Liber 1371 Of Deeds, Page 181. Recorded In Kings Co. 13 February, 1895, Liber i Of Conveyances, Page 198, Sect. 9.
®I)i8 Jnbentnte made and entered into this twenty-ninth day of May one thousand eight hundred and ninety-one by and between Laura P. Hazard individually, and Laura P. Hazard and William A. Hazard, as Executors of the last will and testament of Mary B. Pelton, deceased, parties of the first part, John Bigelow, Andrew H. Green and George W. Smith, as Executors of and Trustees under the last will and testament of Samuel J. Tilden, Deceased, parties of the second part, and The Tilden Trust, a corporation organized and existing under and by virtue of the laws of the State of New York, party of third part.
tijhereas: Samuel J. Tilden, late of Graystone, in the County of Westchester and State of New York, died on the fourth day of August 1886, leaving a last will and testament dated the 23d day of April 1884, which said last will and testament was duly admitted to probate as a will of both real and personal property by the Surrogate of Westchester County on the 2oth day of October 1886; and tOhereas John Bigelow, Andrew H. Green and George W. Smith, the parties of the second part hereto, were appointed executors and trustees of said will and have duly qualified and entered upon the discharge of their duties as such executors and trustees; and tOljcreas said Samuel J. Tilden left him surviving his sister, Mary B. Pelton, and his nephews and nieces George H. Tilden, Samuel J. Tilden Jr., Henrietta A. Swan, Caroline B. Whittlesey, Ruby S. Tilden, and Susan G. Tilden, his only heirs at law and next of kin; and wl)crcas the parties of the second part in pursuance of the provisions of said will duly applied to the Legislature of the State of New York for an act of incorporation of an Institution to be known as the Tilden Trust, and thereupon the said Legislature passed an act, entitled "An Act to incorporate the Tilden Trust, for the establishment and maintenance of a free library and reading room in the City of New York", being Chapter 85 of the laws of 1887; and thereupon the party of the third part was duly incorporated and organized under and by virtue of said act; and
tUl)crcas: The parties of the second part thereafter and in pursuance of the provisions of the Thirty-Fifth Article of the said will executed and delivered unto the said Tilden Trust a conveyance of all the rest, residue and remainder of all the real and personal estate of the said Samuel J. Tilden, which in and by the said Thirty-Fifth Article of said will, they were authorized to convey to or apply to the use of the said Tilden Trust, as by the said conveyance dated the ayth day of April 1887, reference being thereunto had, will more fully and at large appear; and
tXJl)eteafl: Said conveyance was duly accepted by the said party of the third part; and itthereafl: The said Mary B. Pelton died on the twelfth day of March 1887 leaving the said Laura P. Hazard, one of the parties of the first part, her surviving her only heir and next of kin, and leaving a will which was duly admitted to probate by the Surrogate of the City and County of New York on the 6th day of April 1887 and by which will the parties of the first part, Laura P. Hazard and William A. Hazard were duly appointed Executors thereof, and the said parties of the first part have duly qualified as such executors and are now acting as such; and
tDhereao: After the Death of said Samuel J. Tilden, the said George H. Tilden brought an action in the Supreme Court of the State of New York, in the City and County of New York, in which action the parties to these presents are now defend
ants, for the purpose of procuring a judgment declaring that the provisions of the thirty-third, thirty-fourth and thirty-fifth articles of said will of said Samuel J. Tilden, deceased are invalid and void; and judgment has been rendered in said action by the General Term of the First Department adjudging the provisions of the Thirty-fifth Article of said will for the establishment of a free library and reading room in the City of New York to be illegal and void; and
tOherctlS: An appeal has been taken from the said judgment by the parties of the second and third parts to the Court of Appeals, which appeal is still pending but has not yet been argued; and ixiljcreas it was further determined by said judgment or by the judgment affirmed thereby that the said Testator died intestate of all the property mentioned and attempted to be disposed of in and by the said Thirty-Fifth Article of his will, and that the same descended to his heirs and next of kin; and
: The parties of the first part by their answer in said cause claimed to be entitled to one half of all the property real and personal of said Samuel J. Tilden, not validly disposed of in and by his said Will; and
tohereos: The parties hereto have agreed upon a settlement and adjustment of all controversies between them arising upon or concerning the said will of said Samuel J. Tilden, or involved in any wise in said action, to the end that the project of said testator for the establishment and maintenance of the free library and reading room mentioned in the Thirty-Fifth Article of said will may be carried out, and the parties of the first part desire that said project may be carried out in any event.
Noro therefore, ®his -Jnbentnre tDitnessetl): That the parties of the first part, in order to carry the said settlement into effect, and in consideration of the premises and of the sum of Nine hundred and seventy-five thousand dollars to them in hand paid at or before the ensealing and delivery of these presents by the said parties of the second part at the request of said Tilden Trust out of the funds in the hands of said parties of the second part which would under the terms of said will, as insisted upon by the parties of the second and third parts, be applicable to the purposes provided for in and by the Thirty-Third, Thirty-Fourth and Thirty-Fifth Articles of said will, the receipt of which sum by the said parties of the first part is hereby acknowledged, have granted, bargained, sold, aliened, remised, released, conveyed and confirmed and by these presents do grant, bargain, sell, alien, remise, release, convey and confirm unto the said party of the third part, its successors, and assigns, all the estate right title and interest of the said parties of the first part and each of them in and to all the property and estate, real and personal, of whatsoever nature and wheresoever situated formerly belonging to the said Samuel J. Tilden, deceased, and all income and increase thereof, and all funds moneys, securities, real estate or other property of whatever name or nature to which the parties of the first part or either of them or their respective heirs, executors, administrators or successors might or would be entitled in case the provisions, or any or either of them, of the said ThirtyThird, Thirty-Fourth and Thirty-Fifth Articles of said will were for any reason whatever held invalid; ®ogetl)er with all and singular the tenements hereditaments and appurtenances thereunto belonging or in any wise appertaining; and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, ®o §ODe onb ®O Ijolb all and singular the above granted property and premises unto the said party of the third part, its successors and assigns forever. It being the intent of this conveyance to vest in the said Tilden Trust all the interest of the said parties of the first part and each of them in the estate of said testator and the increase thereof, excepting only the interest bequeathed and devised unto the said Laura P. Hazard or in trust for her benefit under and by virtue of the provisions of the Ninth Article of said will.
&n& the parties of the first part covenant and warrant to and with the parties of the second and third parts, that the said Mary B. Pelton was at the death of said Samuel J. Tilden entitled to one half of all his residuary estate, except in so far as the same may have been validly disposed of by the Thirty-Third Thirty-Fourth and Thirty-Fifth Articles of his will, and that the said parties of the first part are now entitled to the same, and that the said Mary B. Pelton did not in her lifetime, and the said parties of the first part have not, nor hath either of them done or committed or suffered to be done or committed any act, matter or thing whatsoever whereby the same or any part thereof is or shall or may be impeached, charged or encumbered in title, charge or estate, or otherwise however.
&nb the parties of the first part do hereby further covenant, stipulate, consent and agree to and with the parties of the second and third parts that the said residuary estate of the said Samuel J. Tilden, deceased, and any estate, right, title or interest of the said parties of the first part or either of them therein or thereto, may and shall be used and applied by the said parties of the second part or the said party of the third part or either of them to and for any of the purposes mentioned in the ThirtyThird, Thirty-Fourth and Thirty-Fifth Articles of said will of Samuel J. Tilden, deceased, and for any of the purposes authorized by the present charter of the said Tilden Trust or by any amendment of said charter hereafter to be made.
2lnl> the parties of the first part, and each of them, do hereby release and forever discharge the said parties of the second and third parts and each of them, and their and each of their successors, of and from all actions, causes of action, suits, controversies, claims, demands, debts, accountings and liabilities whatsoever which against the said parties of the second and third parts, or either of them, or their or either of their successors, they the said party of the first part, or either of them or their respective heirs Executors or Administrators, or successors, ever have had, now have or may hereafter have by reason of any matter, cause or thing whatsoever from the beginning of the world down to the date of these presents, excepting from this release only any claim which the said Laura P. Hazard may have under said will, to the benefit of the provisions of the Ninth Article thereof.
Qtltb the said parties of the first part for themselves and their respective heirs, executors, administrators and successors do further covenant and agree to and with the parties of the second and third parts and each of them and their respective successors and assigns, and all and every person or persons whomsoever, lawfully or equitably deriving any estate, right, title or interest of in or to the above granted property and premises from or under them or either of them, that the said parties of the first part, their heirs, executors, administrators and successors shall and will at all times hereafter upon the reasonable request of the said Tilden Trust, its successors or assigns, make do and execute, or cause to be made done and executed all and every such further and other lawful and reasonable acts, conveyances and assurances in the law for the better and more effectually vesting and confirming the premises and property hereby conveyed and assigned or intended so to be, in and to the said Tilden Trust, its successors and assigns, forever, as by the said Tilden Trust, its successors or assigns, or its or their counsel, learned in the law shall be reasonably advised, devised or required.
Qlnb the said party of the third part doth hereby covenant and agree to and with the parties of the second part that as to so much of the premises and property hereby conveyed as may be necessary to carry out the provisions of the Thirty-Third and Thirty-Fourth Articles of said will, such necessity to be determined by the demand of said parties of the second part, but not in excess of the amounts by said Articles respectively devoted to the purposes therein mentioned, the party of the third part receives the same from the parties of the first part for the account of the parties of the second part, and will pay and deliver the same to them upon such demand, the intention of this provision being that the same shall be disposed of by the parties of the second part in carrying out the purposes of said testator specified in the said Thirty-Third and Thirty-Fourth Articles of his will.
3n toitncBS tOhereof, the parties of the first and second parts have hereunto set their hands and seals and the party of the third part has caused these presents to be signed by its President and its Corporate Seal to be hereto affixed the day and year first above written.
Laura Pelton Hazard (seal)
William A. Hazard (seal)
Executors of Mary B. Pelton John Bigelow (seal) And. H. Green (seal)
Geo. W. Smith (seal)
Executors and Trustees under the
Will of Samuel J. Tilden, Dec'd. The Tilden Trust by John Bigelow (corporate Seal.) President.
XXVII. THE PARTITION AGREEMENT. Dated, 30 March, 1892.
®t)is QHgreetnent, made this thirtieth day of March, one thousand eight hundred and ninety-two, by and between John Bigelow, Andrew H. Green and George W. Smith as executors of, and Trustees under, the last will and testament of Samuel J. Tilden, deceased, parties of the first part; The Tilden Trust, a corporation organized and existing under and pursuant to the laws of the State of New York, party of the second part, and George H. Tilden, Samuel J. Tilden, Jr., Ruby S. Paine (formerly Ruby S. Tilden), Henrietta A. Swan, Caroline B. Whittlesey, Susan G. Sabin (formerly Susan G. Tilden), parties of the third part:
h erects, Samuel J. Tilden, late of Graystone, in the City of Yonkers and State of New York died, leaving a last will and testament which was afterwards and on or about the twentieth day of October, 1886, duly admitted to probate by the Surrogate of the County of Westchester, wherein and whereby he appointed the parties of the first part hereto to be executors thereof, and bequeathed unto them as trustees certain personal property upon the special trusts in said will expressed, and, after making certain legacies, also bequeathed and devised unto them his entire residuary estate in trust, to carry out the purposes of said will, all of which, by reference to the said will, will more fully and at large appear, and
it) I) evens, An action was thereafter brought by George H. Tilden, one of the parties of the third part, for the purpose of procuring an adjudication that the provisions of the thirty-third, thirty-fourth and thirty-fifth articles of the said will were invalid and void, in which action the parties of the first part and all the other parties of the third part were defendants, and after the commencement of said action the party of the second part hereto was duly incorporated and organized under an act of the legislature of the State of New York, and was thereafter made a party defendant in said cause, and
, The parties of the third part, together with Mary B. Pelton, a sister of the said Samuel J. Tilden, were at the time of his death, his only heirs at law and next of kin and entitled to any property whereof he died seized and possessed not validly disposed of in and by said last will and testament, and the said Mary B. Pelton died pending the said suit leaving her surviving as her only heir at law and next of kin, her grand daughter Laura P. Hazard, and leaving a last will and testament in which she devised and bequeathed all her property and estate, real and personal, unto the said Laura P. Hazard, and appointed said Laura P. Hazard, together with her husband William A. Hazard, executors thereof, and
The proportions in which the said Laura P. Hazard and the said parties of the third part hereto were entitled to any property, real or personal, whereof the said Samuel J. Tilden died seized and possessed, not validly disposed of by his last will and testament, were as follows, to wit: the said Laura P. Hazard one-half thereo f and each of the said parties of the third part one-twelfth thereof, and
iXJljcreas, In the said action the said Tilden Trust claimed that under the said will and under a conveyance by the parties of the first part hereto in pursuance of the thirty-fifth clause thereof, it was entitled to all the residuary estate, real and personal, of the said Samuel J. Tilden, deceased, as being validly disposed of in favor of said Tilden Trust by said clause, and the parties of the third part, together with the said Laura P. Hazard, insisted that the said thirty-fifth clause of said will was invalid and void, and that the said Samuel J. Tilden died intestate of his said residuary estate, real and personal, and that they, the said Laura P. Hazard and the said parties of the third part hereto, were entitled thereto, and
, Pending the said suit a compromise and settlement of all questions involved therein was made and effected between the said Laura P. Hazard and the said Tilden Trust, and in pursuance of such settlement and compromise, and in consideration of the payment of the sum of nine hundred and seventy-five thousand dollars ($975,000) by the said Tilden Trust, through the parties of the first part to the said Laura P. Hazard out of the share of said estate which was claimed by said Laura P. Hazard in said action, the said Laura P. Hazard and William A. Hazard, as executors of the will of the said Mary B. Pelton, deceased, and the said Laura P. Hazard individually, conveyed and assigned unto the said Tilden Trust all the estate, right, title and interest of the said Laura P. Hazard, and all the estate, right, title and interest which at the time of the death of the said Samuel J. Tilden, the said Mary B. Pelton had in and to the property and estate left by the said testator, excepting only the property disposed of in and by the ninth clause of said will, and
toherseia, In the action aforesaid, it was adjudged, in substance, that the provisions of the thirty-fifth article of the said will were invalid and void, and that the said Samuel J. Tilden died intestate of his residuary estate attempted to be disposed of by said clause, as by reference to said judgment will more fully appear, and
tol)mofi, By reason of the premises, the said parties of the third part are entitled share and share alike to one-half part of all the estate, real and personal, left by the said Samuel J. Tilden and not validly disposed of in and by his said will, and the said Tilden Trust is entitled to the remaining one-half part thereof, after deducting therefrom the said nine hundred and seventy-five thousand dollars paid to the said Laura P. Hazard, with an allowance of interest thereon, which payment is regarded as an advance on account of the one-half part of said estate which was in controversy between said Tilden Trust and said Laura P. Hazard, and
tUI)ereci0, No adjudication was made in said action, or has otherwise been made, concerning the validity of the said thirtythird and thirty-fourth articles of said will of the said Samuel J. Tilden, and
, After the final judgment in said action by which the said thirty-fifth clause of said will was held invalid, and the affirmance thereof by the Court of Appeals, an action was commenced by the said parties of the first part in the Supreme Court of the State of New York against all the other parties hereto, together with other persons interested in said estate, for a construction of other portions of said will, including the question of the validity of the thirty-third and thirty-fourth articles thereof, and for a judicial settlement of their accounts, which action is still pending undetermined in said Court, and the said George H. Tilden, one of the parties of the third part, instituted a proceeding for an accounting by said executors and trustees in the Surrogate's Court for the County of Westchester, and thereupon the said parties of the first part filed a petition in said Surrogate's Court for a voluntary accounting, which action and proceedings are still pending, and
, The said parties of the first part after the final decision of said cause by the Court of Appeals, deemed it for the interest of the said estate and the parties interested therein, that a prompt auditing and settlement of their accounts as executors and trustees should be had, and a distribution of the estate of the said testator made, with the exception of the fund to be reserved for contingencies, as hereafter provided, and to that end invited an inspection and examination of all the books, records, vouchers, and accounts of the said estate and of the said parties of the first part as executors and trustees thereof, by expert accountants, to be selected by the said parties of the third part, and
Such examination and investigation have, in fact, been had and the account annexed hereto, marked Exhibit A, prepared by the said parties of the first part for submission to the said Surrogate, has been audited, settled and allowed by all the parties hereto, and
A division and partition of all the personal property of the said testator not effectually disposed of in and by the said will has been agreed upon by and between the said Tilden Trust on the one hand, and the said parties of the third part on the other, and
Other matters of difference between the said Tilden Trust and the said parties of the third part have been compromised and settled;
Noto (therefore tl)is Agreement tOitnessetf): That the parties hereto, in consideration of the premises, and of the sum of one dollar by each to each of the others in hand paid, the receipt whereof is hereby acknowledged, and for the purpose of making a complete and final settlement of the accounts of the said parties of the first part and an adjustment of all matters connected with or growing out of the administration of said estate, and an actual division and distribution of all the personal property of the said testator to which the parties of the second and third parts are entitled, excepting only the funds hereinafter provided to be reserved for collateral inheritance taxes and for contingencies, have agreed and by these presents do agree to and with each other as follows:
-first. The parties of the first and second parts, hereby withdraw their objections to the carrying out by the said executors and trustees of the provisions of the Seventeenth and Eighteenth Articles of said will, whereby the sum of seventy-five thousand dollars is directed to be set apart as a special trust for the benefit of each of the said George H. Tilden and Samuel J. Tilden, Jr., and all the parties hereto agree and consent that said Articles be promptly carried out.
It is also agreed that the said parties of the first part shall, contemporaneously with the signing of this agreement, pay to each of the said George H. Tilden and Samuel J. Tilden, Jr., the sum of fifteen thousand eight hundred and eighty-three ^^ dollars, which sum is hereby accepted by each of them in full satisfaction and discharge of all claims for income or interest upon said special trust for his benefit from the death of said testator unto the date of these presents.
Becunb. It is further agreed that the said parties of the first part shall contemporaneously with the signing of this agreement, pay to each of the following parties, the following sums respectively, viz.: to Ruby S. Paine, the sum of five thousand and eight -^ dollars; to Henrietta A. Swan, the sum of sixteen hundred and sixty-nine T4^ dollars; to Caroline B. Whittlesey, the sum of thirteen hundred and twenty •££$ dollars, and to Susan G. Sabin, the sum or five thousand and eight -^ dollars, which sums together with the sums heretofore actually paid to and received by said parties respectively are accepted by them in full satisfaction and discharge of all claims for income or interest upon the special trusts directed by said will to be set apart for their benefit, respectively, from the death of the testator to the date of these presents.
All the parties hereto recognize and admit the validity of the Fortieth, Forty-first and Forty-second Articles of said will, and the parties of the second and third parts unite in requesting the parties of the first part to carry out the same as speedily as may be.
-fonrtl). It is further agreed by all the parties hereto, that the parties of the first part, as executors of said will, are entitled to and shall and may deduct from the moneys and assets of said residuary estate in their hands, in lieu of the salaries provided by said will, the regular commissions allowed by law to executors and trustees of the trusts created by said will, such commissions in all cases to be computed on bonds, stocks and other securities and investments at their actual value, as well as upon moneys. Any payments heretofore made on account of said salaries to be regarded as received on account of said commissions.
iiftl). It is further agreed by and between the parties of the second and third parts that the silver, table china, household china and glassware, and the furniture, library, books, manuscripts, prints, portraits, engravings, pictures and statuary, watches, wearing apparel and telescope, belonging to said testator, shall be divided as follows:
All the silver, watches and wearing apparel shall be set apart to and shall belong to the parties of the third part; all the table china, household china and glassware, shall be divided into seven equal shares, and six of such shares shall be set apart to and shall belong to the said parties of the third part, and the remaining share shall be set apart to and shall belong to the said Tilden Trust; all the other furniture, useful and ornamental, carpets, library, books, manuscripts, prints, portraits, engravings, pictures, statuary, clocks and telescope, shall be set apart to and shall belong to the party of the second part with the exception of one portrait (not the one by Huntington) of the said testator, and bedroom furniture, bedding, table linen, curtains and rugs, which shall be given to the parties of the third part, or such one of them as they shall appoint.
l). It is further agreed that the collateral inheritance or succession tax upon the shares of the parties of the third part in the residuary estate, real and personal of said testator, and upon their interests in the special trusts provided by said will, shall be paid, with such interest as may be due thereon, out of the said shares of the parties of the third part in said personal estate, by the parties of the first part, and that the collateral inheritance, legacy or succession tax upon the legacies given by the Twenty-seventh, Twenty-eighth, Thirtieth and Thirty-first Articles of said will shall be paid, with such interest as may be due thereon, by the parties of the first part, out of the residuary estate of said testator, so that the expense thereof shall be borne, one-half by the party of the second part and one-half by the parties of the third part.
It is further agreed that the action heretofore brought by Susan G. Tilden, now Susan G. Sabin, one of the parties of the third part, against the parties of the first part and the Tilden Trust, which action is now pending undetermined in the Supreme Court of the State of New York, shall be forthwith discontinued without costs to either party as against the other.
(Sigl)tl). As the name of Mary Haley a servant of said testator, is believed to have been omitted inadvertently by him from the list of legatees in the Thirty-first Article of said will, it is further agreed that the parties of the first part shall pay said Mary Haley the sum of one thousand dollars as and for a legacy from said testator, the same to be charged one-half to the share of the party of the second part and one-half to the shares of the parties of the third part.
Nintl). The substitution of bonds and mortgages in the place of Government bonds as investments of the funds constituting a part of the special trusts created by said will, as such substitution is shown by the account, Exhibit A, annexed hereto, has been made with the consent of all the parties hereto.
®cntl). The said account, Exhibit A, hereto annexed, includes all the matters and things in the First, Second, Fourth, Fifth, Eighth and Ninth Articles of this agreement provided to be done and performed, and correctly represents the condition of the said estate as the same will exist after the performance of all the agreements in said articles contained; and it is further agreed by and between the parties hereto, that the accounts in said Exhibit A contained, are correct accounts of the administration of said estate and said accounts are hereby allowed and settled as accounts stated between the parties to be final and conclusive upon each and all of the parties hereto.
(Eletumtl). The distributive shares of the parties of the second and third parts have been ascertained and fixed, and are included in said Exhibit A, as follows:
There has been deducted from the total of said distributive shares the sum of five hundred thousand dollars composed of the money and securities specified in Exhibit B hereto annexed, and constituting the Contingent Fund hereinafter mentioned.
The remainder of said total of said distributive shares has been divided into two equal parts in the following manner:
1. The payment of nine hundred and seventy-five thousand dollars aforesaid to said Laura P. Hazard has been treated as an advance on account of the distributive share of said estate which was in controversy between said Laura P. Hazard and the said Tilden Trust, and interest has been charged thereon at the rate of three per cent, per annum from the date of said payment, such rate being deemed just by all the parties hereto, and the said advance has been adjusted by an allowance of cash to the distributive share of the parties of the third part.
2. The items of personal property mentioned in the Fifth Article hereof have been divided between the Tilden Trust and the parties of the third part as in said article provided; the same being agreed upon as an equal and just division of said items.
3. All the stocks, bonds and personal securities other than mortgages, have been divided in specie into two equal shares, except that odd amounts not divisible by twelve, so as to be distributable equally among the parties of the third part, have been placed in said Contingent Fund, and except also the securities mentioned in the next succeeding clause, viz:
4. The following securities, to wit:
14,667 shares of the New York Iron Mine, 1,104 shares of the Hudson River Ore & Iron Co., 3,900 shares of the Iron Cliff's Company, 800 shares of the Chicago Dock & Canal Co. have been put up at auction to be bid for by the party of the second part and the parties of the third part, for the purpose of establishing their value for division and upon such bidding have been allotted to the said party of the second part, who was the highest bidder therefor, and who is charged in said accounts with the amounts of its bids for said securities, and the parties of the second and third parts hereby agree that said amounts so bidden and charged are the fair values of said securities respectively.
5. The cash and mortgages remaining after allotting to the distributive share of the parties of the third part sufficient cash and mortgages to make good the amounts so charged to the share of the party of the second part for said advance and for said purchases, have been equally divided.
f&toelftl). The first of said distributive shares, shown by said Exhibit A, and ascertained in the manner above set forth, shall be forthwith paid, transferred and delivered to the said Tilden Trust.
From the second of said distributive shares the parties of the first part shall deduct and retain the sum of one hundred and
» thirty-five thousand dollars, and therewith shall pay the collateral
inheritance, succession and legacy taxes upon the distributive shares of the parties of the third part in said estate and upon the interests of said parties of the third part in the special trusts provided in said will, with the interest due upon such taxes, accounting to the parties of the third part for any excess of said sum not required for the payment of said taxes and interest.
The remainder of said second of said distributive shares shall be forthwith paid, transferred and delivered to the said parties of the third part.
UEI)irtccntl). The said Contingent Fund of five hundred thousand dollars to be retained by the parties of the first part, which is estimated at that sum only for the purpose of deducting the same as aforesaid, but is to be accounted for according to the actual proceeds thereof upon realization, shall, so far as the same consists of salable securities and property other than cash, be converted into money by the said parties of the first part from time to time as they in their discretion may think best for the interests of said estate.
The said parties of the first part shall not be held liable for any losses arising from the depreciation of any such securities.
The said fund shall be applied and used by the parties of the first part for the following purposes:
1. The payment of any debts of the said Samuel J. Tilden, deceased, or claims against, or liabilities of the said estate.
2. The payment of any proper expenses of administration now or hereafter incurred, including the care and expense of maintenance of the real estate until sold or divided.
3. The carrying into effect of the Thirty-third and Thirtyfourth Articles of said will, in case the same or either of the same shall be held valid by the final judgment in the action brought by the parties of the first part and mentioned in the recital to this agreement, or in any other appropriate proceeding.
4. The execution of the Fortieth Article of said will.
5. The expenditure of such sums as in the judgment and discretion of the parties of the first part may be proper for carrying into effect the provisions of the Forty-first and Forty-second Articles of said will, not exceeding $25,000, for the Forty-first Article if a monument be erected at New Lebanon only, or $50,000 if erected at New Lebanon and New York, or at New York only, and not exceeding $10,000, for the Forty-second Article.
6. The payment of collateral legacy taxes upon the legacies given by the Twenty-seventh, Twenty-eighth, Thirtieth and Thirty-first Articles of said will.
7. Any surplus of said fund not required for the purposes aforesaid, shall be accounted for by said parties of the first part within five years from date, and paid over one-half thereof to the said Tilden Trust, and the other half thereof to the said parties of the third part.
-fonrU'CHtl). Nothing in this agreement contained shall be deemed to affect the real estate left by said testator, wherever situated, nor any rights, interests or claims of the parties hereto or any or either of them in or to the same or any part or parts thereof, except the real estate at Islip, Owl's Head, Turner's and Greenpoint heretofore sold by the parties of the first part, the proceeds of which sales are accounted for and divided in the distribution now made. The parties of the second and third parts hereby ratify said sales and covenant and agree to execute all such deeds and acts of further assurance as may be necessary to vest all their title in and to said real estate in the purchasers at said sales or their assigns, whenever thereunto requested.
-fifttcntl). This agreement is made without prejudice to any claim or right which may hereafter be asserted by the said Tilden Trust, its successors or assigns, or by the said parties of the third part, their executors, administrators or assigns, or either of them, to or in respect of any interest in remainder, contingent or otherwise, expectant upon the life estates or interests in the special trusts, or any of them, provided by said will.
Sixteenth. The parties of the third part do hereby further severally covenant and agree to and with the said parties of the first and second parts that they have not conveyed, assigned,
transferred, aliened or encumbered their interests or any part thereof, in said estate as next of kin of said testator, and that no creditor or other person has acquired any lien thereon, and that no receiver of their property, or any part thereof, has been appointed, or if any such ever has been appointed, that such receiver has been discharged and such appointment is no longer in force, and that no persons other than the parties of the third part are entitled to receive their said respective distributive shares or any part thereof. And they further covenant and agree to indemnify and save harmless the parties of the first part of and from all claims, demands, liabilities, damages, costs, expenses and charges to which they may become subject by reason of the payment and delivery of said distributive shares to said parties of the third part.
Swntcnttl). The parties of the third part further agree that in case the said fund of one hundred and thirty-five thousand dollars, reserved for the payment of collateral inheritance, succession and legacy taxes, shall be insufficient for that purpose, or in case the said Contingent Fund of five hundred thousand dollars shall be insufficient for the purposes to which the same is to be applied, they, the said parties of the third part, will repay to the said parties of the first part, on demand, such sum as shall be necessary to make good the deficiency.
(£igl)teentl). It is further stipulated and agreed that the proceeding brought by the said George H. Tilden in the Surrogate's Court for the County of Westchester, for an accounting by said parties of the first part, be discontinued without costs to either party.
Nineteenth. It is further agreed that the parties of the third part and their respective attorneys, will at any time, if thereunto requested by the parties of the first part, execute and deliver to the said parties of the first part a stipulation in proper and effectual form for the discontinuance, without costs to either party as against the other, of the proceeding brought by said parties of the first part in said Surrogate's Court for the judicial settlement of their accounts.
lJU). The parties of the second and third parts admit, stipulate and agree that, in consequence of the judgment in the action brought by said George H. Tilden, whereby it was among other things adjudged in substance that the general trust to his executors and trustees attempted to be created by said testator was illegal and void, and that the provisions of the Thirty-fifth Article of said will were illegal and void, and that the said testator died intestate of his residuary estate, the provisions of the Twenty-fifth Article of said will for the making good of any loss through depreciation of securities in which the funds of the special trusts created by said will might be invested, have become wholly inoperative and of no effect; and the parties of the third part hereby release and discharge the party of the second part, its successors and assigns from all claims, demands and liabilities whatsoever which they or either of them now have or at any time hereafter may have, of or by reason of any failure of said special trusts, or any or either of them, in whole or in part through depreciation of securities, or any obligation to make good any such failure or depreciation.
] -first. The parties of the first part having fully accounted to the parties of the second and third parts as hereinbefore set forth, for all and singular their acts and doings in the administration of said estate, and of the special trusts created by said will for the benefit of the parties of the third part, up to the day of the date of these presents, it is further stipulated and agreed, that a judgment or decree may at any time be entered without notice by the parties of the first part in the action brought by them as aforesaid in the Supreme Court of New York for a construction of portions of said will and a judicial settlement of their accounts, settling and allowing the accounts of the said parties of the first part as executors of and trustees under the said will, as the same are set forth in said Exhibit A hereto annexed, and discharging the said parties of the first part of and from all liability or accountability in respect to any matter, cause or thing connected with or arising out of the said estate of said Samuel J. Tilden, deceased, or the administration thereof by the said parties of the first part, excepting only the liability to account to the parties of the third part for any residue of said fund of one hundred and thirty-five thousand dollars retained for the payment of collateral inheritance and legacy taxes, left after making such payment, and the liability to account to the parties of the second and third parts for the application of said Contingent Fund of five hundred thousand dollars to the objects and purposes in that behalf hereinbefore set forth.
&nb in consideration of the premises, the party of the second part, for itself, its successors and assigns, and the parties of the third part for themselves, their executors, administrators and assigns, have remised, released and forever discharged, and by these presents do remise, release and forever discharge the said parties of the first part, and each of them, individually and as executors and trustees as aforesaid, and their respective heirs, executors, administrators, successors and assigns, of and from all actions, causes of action, accounts, reckonings, damages, debts, dues, covenants, liabilities, claims and demands, whatsoever, which against them or either of them, or their or either of their heirs, executors, administrators or successors the said party of the second part, its successors or assigns or the said parties of the third part or either of them or their or either of their heirs, executors, administrators or assigns, now have, ever have had, or may hereafter have by reason of any cause, matter or thing, done, suffered or omitted by the said parties of the first part or either of them in the administration of said estate, or in the execution of the trusts or any of the trusts created by said will, unto the day of the date of these presents; excepting from this release only the liability of said parties of the first part to account to the parties of the third part for any residue of said fund of one hundred and thirty-five thousand dollars retained for the payment of collateral inheritance and legacy taxes, left after making such payment, and their liability to account to the parties of the second and third parts for the application of said Contingent Fund of five hundred thousand dollars to the objects and purposes in that behalf hereinbefore specified; it being the intention of this instrument that the said parties of the first part shall be henceforth discharged from all liability or responsibility in respect of said estate, and every part thereof, except only for the due application of the said two reserved funds, the performance of the special trusts under said will from this time forth, and the accounting for the principal of said special trusts to the parties entitled thereto.
3n witness whereof, the parties of the first and third parts have hereunto set their hands and seals, and the party of the second part has caused these presents to be executed by its president, and its corporate seal to be hereto affixed the day and year first above written.
John Bigelow, \ Executors (seal.)
And'w. H. Green, I and (seal.)
Geo. W. Smith, ) Trustees. (seal.)
Geo. H. Tilden, (seal.)
Saml. J. Tilden, (seal.)
Ruby T. Paine, (seal.)
Henrietta A. Swan, (seal.)
Caroline B. Whittlesey, (seal.)
Susan T. Sabin, (seal.)
The Tilden Trust,
By John Bigelow, (corporate Seal.) President.
Attest:
Alexander E. Orr, Secretary.
XXVIII. ACT PERMITTING CONSOLIDATION AS AMENDED.
An Act to permit the consolidation of library companies in the city of New York.
Passed 13 May, 1892.
Laws Of 1892, Chapter 541. Amended 2 April, 1895.
Laws Of 1895, Chapter 209.
The People of the State of New York, represented in Senate and Assembly, do enact as follows:
Section 1. Any corporation or corporations heretofore or hereafter organized under any general or special law of this State as a library company, or for the purpose of carrying on any library in the city and county of New York may be consolidated with any other corporation or corporations, organized for the same or similar purposes, under any general or special law of this State, into a single corporation in the manner following: The respective boards of directors or trustees of the said corporations may enter into and make an agreement for the consolidation of the said corporations, prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number of trustees thereof (not less than five nor more than twenty-one), and the names of the trustees who shall manage the concerns of the new corporation for the first year, and until others shall be elected in their places. If either of the corporations so consolidated shall be a stock company, then the said agreement may either provide that the new corporation shall have no stock, or may prescribe the amount of capital of the new corporation, the number of shares of stock into which the same is to be divided (which capital shall not be larger in amount than the fair aggregate value of the property, franchises and rights of the several corporations thus to be consolidated), and the manner of distributing such capital among such consolidated corporations, or the holders of the stock of the same, with such other particulars as they may deem necessary.
Section 2. If any such corporation so consolidating shall have no members or stockholders, other than its directors or trustees, said agreement of its directors or trustees shall be deemed to be the agreement of such corporation. If any such corporation so consolidating shall have members or stockholders other than its directors or trustees, said agreement of its directors or trustees shall not be deemed to be the agreement of such corporation until the same shall have been ratified by a vote of at least two-thirds of the members or two-thirds in interest of the stockholders present and voting in person or by proxy at a meeting of the members or stockholders of such corporation to be called upon a notice of at least thirty days, specifying the time, place and object of such meeting, mailed postpaid to each member or stockholder whose place of residence is known to the secretary and published at least once in each week for four successive weeks in a newspaper published in the city of New York. A sworn copy of the proceedings of any such meeting made by the secretary of the corporation holding the same and attached to said agreement shall be evidence of the holding and of the action of such meeting in the premises. If any stockholder or member shall, at said meeting of the stockholders or members, or within twenty days thereafter, object to the said consolidation and demand payment for his stock or interest in such corporation, such stockholder or member of said new corporation if consolidation take effect at any time thereafter, may apply at any time within sixty days after such meeting of the stockholders or members to the supreme court at any special term thereof, held in the City and County of New York, upon at least eight days
notice to the new corporation, for the appointment of three persons to appraise the value of his said stock or interest, and said court shall appoint three such appraisers and shall designate the time and place of the first meeting of such appraisers, and give such directions in regard to their proceedings on said appraisement as shall be deemed proper, and shall also direct the manner in which payment for such stock shall be made to such stockholder or member. The Court may fill any vacancies in the board of appraisers occurring by refusal or neglect to serve or otherwise. The appraisers shall meet at the time and place designated, and they or any two of them, after being duly sworn honestly and faithfully to discharge their duties, shall estimate and certify the value of such stock or interest at the time of such dissent as aforesaid, and deliver one copy of their appraisal to the said new corporation, and another to the said stockholder or member if demanded; the charges and expenses of the appraisers shall be paid by the new corporation. When the new corporation shall have paid the amount of the appraisal as directed by the court, such stockholder or member shall 'cease to have any interest in the said stock and in the corporate property of the said corporation, and the said stock or interest may be held or disposed of by the said new corporation.
Section 3. Upon the making of the said agreement as hereinbefore provided, and the filing of duplicates or counterparts thereof in the office of the clerk of the city and county of New York, and in the office of the Secretary of State, and in the case of any corporations having members or stock-holders other than their directors or trustees, upon the ratification of said agreement in the manner above provided, and the filing with said agreement of a verified copy of the proceedings of the meetings of the members or stockholders required by the preceding section, then, and immediately thereafter, the said corporations whose boards of directors or trustees shall have united in said agreement shall be merged and consolidated into the new corporation provided for in the said agreement, to be known by the corporate name therein mentioned, and the details of such agreement shall be carried into effect as provided therein.
Section 4. Upon the consolidation of the said corporations all and singular the rights, privileges, franchises and interests of any kind belonging to and enjoyed by the said several corporations so consolidating, and every species of property, real, personal and mixed, and things in action thereunto belonging, shall be transferred to and vested in and may be held and enjoyed by such new corporation, without any deed or transfer; and such new corporation shall hold and enjoy the same, and all rights of property, privileges, franchises and interests of either of the said several corporations in the same manner and to the same extent as the same were or might have been held and enjoyed by the several corporations so consolidating. Said new corporation shall have power to acquire, hold, possess, enjoy and dispose of all the property, real or personal, of said several corporations so consolidating, and all such additional donations, grants, devises or bequests, subject to all the provisions of law relating to devises or bequests by last will and testament, as may be made in further support of its library, collections and objects, or any of the same; and may make such investments as any of the corporations so consolidating might lawfully make, or as may be authorized by the terms of any such donation, grant, devise or bequest; and any devise or bequest contained in any last will and testament made before or after such consolidation to or for the benefit of any of the corporations so consolidating shall not fail by reason of such consolidation, but the same shall enure to the benefit of the said new corporation; and the title to all real and personal estate, and all rights and privileges acquired and enjoyed by either of the said corporations so consolidating shall not be deemed to revert or to be impaired by such act of consolidation, or anything relating thereto.
Section 5. The rights of the creditors of any corporation that shall be so consolidated shall not in any manner be impaired by any act of consolidation, nor shall any liability or obligation for the payment of any money now due or hereafter to become due to any person or persons, or any claim or demand in any manner, or for any cause existing against any such corporation, or against any stockholder thereof, be in any manner released or impaired, but such new corporation is declared to succeed to such obligation and liabilities and to be held liable to pay and discharge all such debts and liabilities of each of the corporations that shall be so consolidated in the same manner as if such new corporation had itself incurred the obligation or liability to pay such debt or damages; and the stockholders of the respective corporations so entering into such consolidation shall continue subject to all the liabilities, claims or demands existing against them as such at or before such consolidation; and no suit, action or any proceedings then pending before any court or tribunal in which any corporation that may be so consolidated is a party, or in which any such stockholder is a party, shall be deemed to have abated or been discontinued by reason of any such consolidation, but the same maybe prosecuted to final judgment in the same manner as if the said corporations had not entered into the said agreement of consolidation, and the said new corporation may be substituted as a party in the place of any corporation so consolidated as aforesaid, and forming such new corporation, by order of the court in which such action, suit or proceeding may be pending.
Section 6. The new Corporation organized under this act shall be permitted to maintain and carry on any form of library and to promote any of the objects authorized by the charter of either or any of the corporations which have been consolidated.
Section 7. This act shall take effect immediately.
XXIX. AGREEMENT OF CONSOLIDATION.*
An Agreement To Consolidate The Trustees Of The Astor Library, The Trustees Of The Lenox Library, And The Tilden Trust, Into The New York Public Library, Astor, Lenox And Tilden Foundations.
Dated, 23 May, 1895.
Filed And Recorded In The Offices Of The Clerk Of The City And County Of New York And Of The Secretary Of State, 24 May, 1895, (El)is Agreement made this twenty-third day of May, in the year one thousand eight hundred and ninety-five, by and between the respective Boards of Trustees of the corporations known as "the Trustees Of The Astor Library," "the Trustees Of The Lenox Library," And "the Tilden Trust."
* At the time this agreement was entered into the Boards of Trustees of the three constituent bodies were composed of the following members:
The Trustees of the Astor Library were: The Mayor of the City of New York (ex-offido), Thomas M. Markoe, M. D. (President), Edward King (Treasurer), Henry Drisler, LL.D. (Secretary), John Cadwalader, Rt. Rev. Henry C. Potter, D.D., Stephen Van Rensselaer Cruger, Robbins Little, Stephen H. Olin, Charles H. Russell, and Philip Schuyler.
The Trustees of the Lenox Library were: John S. Kennedy (President), Alexander Maitland (Treasurer and Secretary), Daniel Huntington, Frederick Sturges, H. Van Rensselaer Kennedy, Stephen Baker, William S. Tod, Charles Scribner, John Sloane, William F. Havemeyer, George L. Rives, William Allen Butler, J. Henry Harper, Samuel P. Avery, and Nicholas Murray Butler.
The Trustees of The Tilden Trust were: John Bigelow, Andrew H. Green, George W. Smith, Alexander E. Orr, and Lewis Cass Ledyard.
tOl)creos, The Trustees of the Astor Library are a corporation heretofore organized under an Act of the Legislature of the State of New York, entitled "An Act to incorporate The Trustees of the Astor Library," approved January i8th, 1849, and the several amendments thereto, for the purpose (among others) of erecting, maintaining and carrying on a public library in the City of New York; and
tUl)ereus, The Trustees of the Lenox Library are a corporation heretofore organized under an Act of the Legislature of the State of New York, entitled "An Act to incorporate the Trustees of the Lenox Library," approved January 2oth, 1870, and the several amendments thereto, for the purpose (among others) of erecting, maintaining and carrying on a public library in the City of New York; and
, The Tilden Trust is a corporation heretofore organized under an Act of the Legislature of the State of New York, entitled "An Act to incorporate The Tilden Trust for the establishment and maintenance of a free Library and Reading Room in the City of New York," approved March a6th, 1887; and
s, the said three corporations, being all organized as library companies or for the purpose of carrying on libraries in the City and County of New York, are desirous of consolidating with each other into a single corporation, pursuant to the provisions of Chapter 541 of the Laws of 1892, being an Act of the Legislature of the State of New York entitled "An Act to permit the consolidation of library Companies in the City of New York," approved May I3th, 1892, and the amendments thereto, and particularly as the same is amended by Chapter 209 of the Laws of 1895, being an Act of the Legislature of the State of New York entitled "An Act to amend Chapter 541 of the Laws of 1892 entitled 'An Act to permit the consolidation of library companies in the City of New York ;' " and
neither of said three corporations is a stock company, and neither of the same has members or stockholders other than its Directors or Trustees;
Now (Ji)crefore, tl)is Agreement of donsolioation tUitncoscU) that the respective Boards of Trustees of the said "The Trustees of the Astor Library," "The Trustees of the Lenox Library," and " The Tilden Trust," have agreed, and do hereby agree, with each other and with each of the others as follows:
.first. The said several corporations shall be consolidated and hereby are consolidated into a single corporation.
The terms and conditions of said consolidation are as follows: The said new corporation shall establish and maintain a free public library and reading-room in the City of New York, with such branches as may be deemed advisable, and shall continue and promote the several objects and purposes set forth in the respective acts of incorporation of "The Trustees of the Astor Library," "The Trustees of the Lenox Library," and "The Tilden Trust."
The mode of carrying this agreement into effect is as follows: Immediately upon the execution of this agreement, duplicates or counterparts thereof shall be filed in the office of the Clerk of the City and County of New York and in the office of the Secretary of State. Thereafter, the first meeting of the Trustees of the new corporation shall be called by John L. Cadwalader, George L. Rives and Lewis Cass Ledyard, or any two of them, by giving a notice in person or by mail addressed to each Trustee at his place of residence, of the time and place of such meeting. The said Trustees, or a majority of them, being assembled, shall organize by the election of a President, one or more Vice-Presidents, a Treasurer and a Secretary, and of such other officers, if any, as shall be deemed necessary or proper; and the said Trustees, on behalf of the new corporation, shall thereupon receive, take over, and enter into possession, custody and management of the existing libraries of the said three several corporations and of all property, real or personal, owned by them or either of them of any description whatever. The several treasurers, superintendents, librarians or other persons having charge of any of the funds, books, works of art or other property, real or personal, of either of the said three cor
BOOK OF CHARTERS
WILLS, DEEDS AND OTHER OFFICIAL
DOCUMENTS
WILLS, DEEDS AND OTHER OFFICIAL
DOCUMENTS
RELATING TO
"THE Trustees Of The Astor Library" "THE Trustees Of The Lenox Library" "THE TlLDEN TRUST"
AND THE
"NEW York Public Library, Astor, Lenox And Tilden
Foundations" COMPILED AND ARRANGED BY GEORGE LOCKHART RIVES, M.A.
Secretary To The Board Of Trustees
New York
Printed For The Library MDCCCXCV n
i
; This Book, containing the more important documents relating
<L to the Corporations now consolidated into The New York Public
Library, Astor, Lenox and Tilden Foundations, and relating to the consolidation thereof, has been compiled and prepared pursuant to the following resolution of the Board of Trustees, adopted at its first meeting, held in New York City on the 27th day of May, 1895:
"tlcsotofib, That the Secretary be instructed to cause to be printed a pamphlet for confidential use, containing the Charters and Legislation affecting the original Corporations, the terms of the Wills and Conveyances under which the property is held, the proceedings to consolidate, and other similar important documents which from time to time may be required."
14 October, 1895.
Cable of Contents.
DOCUMENTS RELATING TO THE TRUSTEES OF THE
ASTOR LIBRARY.
PAGE
Extracts from the Will and Codicils of John Jacob Astor. . 3
3 April, 1848.
Act of Incorporation, as amended 9
18 January, 1849.
16 July, 1881.
24 March, 1891.
Declaration of the Trustees selecting the original Astor
Library Site, etc 14
13 April, 1849.
Deed by the Executors of John Jacob Astor, deceased,
of the Astor Library Site 16
19 April, 1849.
Deed by Cecilia Nottbeck and Husband of Premises on the
Easterly Side of Lafayette Place 20
2 August, 1855.
Deeds by Louisa Kane and Husband of Premises on East- 24
erly Side of Lafayette Place 28
7 August, 1855.
Extract from the Report of the Trustees of the Astor Library
to the Legislature of the State of New York for the year
i8S7 33
27 January, 1858.
Extracts from the Will and Codicils of William Backhouse
Astor 35
29 November, 1875.
Deed of Gift by John Jacob Astor, Junior, of Lots adjoin-
ing the Astor Library Site 38
5 December, 1879.
PAGE
Deed of Gift by John Jacob Astor, Junior, of No. 34 Lafa-
yette Place, New York City 40
10 May, 1888.
Extracts from the Will of John Jacob Astor, Junior 43
26 February, 1890.
Extracts from the Will and Codicils of William Astor 45
26 July, 1892.
DOCUMENTS RELATING TO THE TRUSTEES OF THE
LENOX LIBRARY.
Act of Incorporation, as amended 49
20 January, 1870.
19 March, 1892.
Deed by James Lenox of the Lenox Library Site 53
17 March, 1870.
Extract from the Will of Felix Astoin 57
29 February, 1884.
Extract from the Will of Henrietta A. Lenox 58
27 April, 1887.
Extract from the Will of Joseph W. Drexel 60
12 April, 1888.
Extracts from the Will of Margaret Wolfe Duyckinck 61
9 June, 1890.
Extracts from the Will and Codicils of Mary Stuart (Widow
of Robert L. Stuart) 64
5 April, 1892.
DOCUMENTS RELATING TO THE TILDEN TRUST.
Extracts from the Will of Samuel J. Tilden 71
20 October, 1886.
Memorial for a Charter 74
4 January, 1887.
Act of Incorporation 77
26 March, 1887.
Conveyance of the Tilden Estate to the Tilden Trust 80
29 April, 1887.
PAGE
Judgment of the Supreme Court (affirmed by the Court of
Appeals), declaring void the 35th Section of the Will of
Samuel J. Tilden 86
27 October, 1891.
Agreement of Compromise with Laura P. Hazard 89
29 May, 1891.
Agreement for Partition between The Tilden Trust and the
Heirs at Law of Samuel J. Tilden 95
30 March, 1892.
DOCUMENTS RELATING TO THE CONSOLIDATION.
Act Permitting Consolidation, as amended 113
13 May, 1892.
2 April, 1895.
Agreement of Consolidation 118
23 May, 1895.
ica, or of the States of the Union, or of the City of New York, as long as such subjects of investment may be had, giving a preference according to the order in which they are named. And in case the income of the fund shall at any time exceed the amount which the trustees may find useful to expend for the purposes above named and particularized, they may expend such surplus in procuring public lectures, to be delivered in connection with the Library, upon useful subjects of Literature, Philosophy, Science, History and the Fine Arts, or in promoting, in any other mode, the objects of the Institution as above expressed. I direct my executors to cause and procure the necessary legal assurances to be made for establishing and securing the application of the funds and property hereby appropriated, for the purposes of these presents, and in the mode herein pointed out. And it is my request that the Trustees would apply to the Legislature of this State for such acts as may fully secure, establish and perpetuate this Institution, and render its management easy, convenient and safe, both to themselves and the public. And as this property is devoted wholly to public purposes I trust that the Legislature will so far favour the Institution as to exempt its property from taxation. And as a mark of my respect to the following gentlemen, I name them to be the first Trustees; that is to say, the Mayor of the City of New York, and the Chancellor of the State, for the time being, in respect to their offices; Washington Irving, William B. Astor, Daniel Lord, Junior, James G. King, Joseph G. Cogswell, Fitz-Greene Halleck, Henry Brevoort, Junior, Samuel B. Ruggles, and Samuel Ward, Junior.
CODICIL V.
In relation to the Library provided for in my Codicil, bearing date the twenty-second day of August, eighteen hundred and thirty nine, I have concluded to change the site thereof; and I therefore direct that the land in that Codicil appropriated for this purpose be discharged therefrom; and so much of the said Codicil as appropriates the site for the said Library and the compensation to be paid for it is hereby revoked; and instead thereof, I allow the building for the sajd Library to be erected on the southerly side of Astor Place, (formerly Art Street), between Lafayette place and Broadway, on the land described as follows: Beginning on the southerly line of Astor place, at a point distant one hundred and fifty one feet westerly from the westerly corner of Astor Place and Lafayette Place, thence running westerly along Astor Place sixty-five feet, thence in a line perpendicular to Astor Place one hundred and twenty-five feet nine inches^ to the northerly side of a lot given to my daughter, Mrs. Langdon; thence along the same northerly and easterly, in a line perpendicular to the westerly side of Lafayette Place fiftyseven feet, thence along the rear of the lot given to Charles Bristed, and in that direction parallel with the westerly side of Lafayette Place, thirty-one feet one inch, thence in a line perpendicular to the southerly side of Astor Place one hundred and twenty-five feet to the place of beginning; which site I direct my executors to convey to the Trustees of the said Library, instead of the site in the said Codicil expressed, and I estimate the site now above described, at thirty-five thousand dollars. But if the Trustees of the said Library shall, before commencing the building, think a site on the easterly side of Lafayette Place preferable, I authorize my executors, instead of the site aforesaid to convey to the Trustees of the Library as a site therefor, so much land on the easterly side of Lafayette Place as shall be sixty-five feet in front, and one hundred and twenty feet deep, to be located out of my lands there by the said Trustees; and I direct that the site so directed be fairly and justly valued by my Executors, and the amount of such valuation be apportioned among the devisees of the lands out of which the selection shall be made, and to be held and disposed of as the land was, both as to capital and income.
I direct that the sum to be appropriated for erecting the library building shall not exceed seventy-five thousand dollars. And I also allow that the funds of the said Library, may, in the discretion of the Trustees, be invested in bonds secured by mortgage of improved real estate, as well as in the stocks enumerated in the Codicil establishing such Library.
CODICIL VI.
Sixth, I direct and devise that Charles Bristed be one of the Trustees of the devise and legacy for a Public Library, provided for in the former Codicils to my Will, and I give him the same estate, interest and power, as if he were originally named in such devise and legacy.
II.
ACT OF INCORPORATION AS AMENDED.
An Act to Incorporate the trustees of the Astor Library *
Passed, 18 January, 1849;
Laws Of 1849, Chaffer i. Amended, 16 July, 1881;
Laws Of 1881, Chapter 653. Amended, 24 March, 1891;
Laws Of 1891, Chapter 96.
The People of the State of New York, represented in Senate and Assembly, do enact as follows:
Section i. The mayor of the city of New York for the time being in respect to his office, and Washington Irving, William B. Astor, Daniel Lord, James G. King, Joseph G. Cogswell, Fitz-Greene Halleck, Samuel B. Ruggles, Samuel Ward, Charles A. Bristed and their successors, are hereby created and declared to be a body corporate, by the name and style of "The Trustees of the Astor Library "; by which name they and their successors may sue and be sued, plead and be impleaded, contract and be contracted with, and be known in all courts and places whatever, and may also have a common seal, and change and alter the same at pleasure.
Section ii. The direction and management of the affairs of the said corporation, and the control and disposal of its property and funds shall be vested in the said trustees and their successors. The number of such trustees shall be eleven: and they are hereby empowered,
* The Amended portions of the Act are here printed in Italic Type.
1. To receive from the executors of the will of John Jacob Astor, as recorded with the codicils thereto annexed, in the office of the surrogate of the city and county of New York, the sum of four hundred thousand dollars, by him therein bequeathed for the establishment of a public library in said city; including in said sum the price of the site selected for the said library, on the easterly side of La Fayette Place in said city, as authorized by the said testator; which site, with its appurtenances, the said corporation is hereby empowered to take and hold in fee simple for the purpose .of the said library, and on condition to be applied and used therefor.
2. To expend a portion of the said sum, not exceeding seventyfive thousand dollars, in erecting and maintaining upon the said site a building suitable for a public library.
3. To expend a further amount, not exceeding one hundred and twenty thousand dollars, in the purchase of books, maps, charts, models, drawings, paintings, engravings, casts, statues, furniture, and other things appertaining to a library for general use.
4. To invest the residue of said sum of four hundred thousand dollars as a fund for paying the value of the site of the building and for maintaining and gradually increasing the said library, and to defray the necessary expenses of taking care of the same, and of the accommodation of persons consulting the library. And in case the income of the fund shall at any time exceed the amounts which the said trustees may find useful to expend for the purposes above named and particularised, then to expend such surplus in procuring public lectures to be delivered in connection with the library, upon useful subjects of literature, philosophy, science, history, and the fine arts, or in promoting in any other mode the objects of the institution as above expressed.
5. To direct the expenditure of the funds, and the investment, safe-keeping and management thereof, and of the prop
erty and effects of the said corporation; also to make such ordinances and regulations from time to time, as the said trustees may think proper for the good order and convenience of those who may resort to the library or use the same; to make such by-laws as may be necessary and convenient in conducting the business of the said corporation; to appoint, direct, control, and at their pleasure remove a superintendent of the library and all librarians and other persons necessary to be employed about the same, and in general to have and use all powers and authority necessary for promoting the objects of the institution as expressed in the said will and codicils of the said John Jacob Astor.
Section iii. The said library shall be accessible at all reasonable hours and times for general use, free of expense to persons resorting thereto, subject only to such control and regulations as the said trustees from time to time may exercise and establish for general convenience.
Section it). All investments of the funds of the said corporation shall be made in bonds secured by mortgage of productive real estate, or in the public debt of the United States, or of the states of the Union or of the city of New York, or of portions thereof in any of those modes, except that in the investment in said public debts, preference shall be given according to the order in which they are hereinabove named; provided, however, that such part of the funds of the corporation as were received from the executors of the will of John Jacob Astor, admitted to probate on or about February twenty-sixth, eighteen hundred and ninety, may be invested, from time to time, in such securities and in such manner as in and by the third clause of said will is authorized and permitted, and that any other or further donation, gift, bequest or devise hereafter made in further support of said library, or toward the objects connected therewith may be invested in such securities or in such manner as may be permitted or directed by the last will and testament, deed or other instrument creating the same.*
Section t). The said corporation shall be subject to the visitation of any courts of justice which now are or hereafter may be thereunto empowered, for the purpose of preventing and redressing any mismanagement, waste, or breach of trust.
* Amendment of 24 March, 1891; see Laws of iSqi, Ch
Section t)i. The said trustees shall elect one of their number to preside over their board, who shall hold such office during their pleasure, and they may also appoint, and at any time remove a secretary and any other officers which their business may require. The acts of a majority of the trustees at any meeting duly notified according to the by-laws, shall be valid. Any vacancies in the number of said trustees occurring by death, resignation, incapacity, or removal from this State, shall be filled by persons to be appointed by the remaining trustees or a majority of them, except that the mayor of the city of New York, during his continuance in office, shall always be a trustee. The trustees shall not receive any compensation for their services, except that if any one of their number shall at any time be superintendent, he may receive compensation as such.
Section mi. The said corporation may take and hold any additional donations, grants, devises, or bequests, which may be made in further support of the said library or the lectures or literary and scientific objects connected therewith.
Section mil. The property, real and personal, of the said corporation shall be exempt from taxation, in the same manner as that of the other incorporated public libraries of this state; and it shall be the duty of the said trustees to effect such insurances as they shall think sufficient in amount, and as can be obtained upon such buildings and library, and other property against loss by fire or otherwise, and pay the expense thereof out of the fund described in the fourth sub-division of section second of this act.*
Section Vf.. The said trustees shall in the month of January in every year, make a report to the Legislature for the year ending on the thirty-first day of December preceding, of the condition of the said library, of the funds and other property of the corporation, and of its receipts and expenditures during such year.
* Amendment of 16 July, 1881; see Laws of 1881, Chapter 653.
Secti01t *. If any debts of the said corporation lawfully contracted, shall not be paid out of its funds when due, the trustees shall be individually liable for such funds, to the creditors in such cases, and to such extent as they would be if not incorporated.
acknowledged, have granted, bargained, sold, aliened, remised, released, conveyed and confirmed, and by these presents do grant, bargain, sell, alien, remise, release, convey and confirm, unto the said party of the second part, and to its successors and assigns, forever, 21ll those three certain lots pieces or parcels of land situate in the City of New York, which taken together are bounded and described as follows: that is to say: Beginning at a point on the Easterly side of La Fayette Place distant one hundred and sixty-one feet and four inches Southerly from the Southerly side of Astor Place, and running thence Easterly at right angles to La Fayette Place one hundred feet, thence Southerly and parallel with La Fayette Place fifty-two feet and six inches, thence Easterly at right angles to La Fayette Place twenty feet, thence Southerly and parallel with La Fayette Place twenty-five feet, thence Westerly at right angles to La Fayette Place one hundred and twenty feet to the Easterly side of La Fayette Place, and thence Northerly along the said Easterly side of La Fayette Place seventy-seven feet and six inches to the place of beginning, being the same premises which were conveyed to the said John J. Astor by deed bearing date on the twenty-second day of April, eighteen hundred and seventy nine made by Philip Kissam.
(Together with all and singular the tenements, hereditaments, and appurtenances thereunto belonging, or in any wise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof.
%vti} also all the estate, right, title and interest, dower and right of dower, property, possession, claim and demand whatsoever as well in law as in equity, of the said party of the first part, of, in or to the above described premises, and every part or parcel thereof, with the appurtenances. 8Co jEiiUic ttnb (Zto jfijol& all and singular the above mentioned and described premises, together with the appurtenances, unto the said party of the second part, its successors or assigns, forever.
]fn tnitness whereof the parties aforesaid have hereunto set their hands and seals the day and year first above written.
J. J. Astor (seal) C. A. Astor (seal)
DEED OF GIFT BY JOHN JACOB ASTOR, JUNIOR, OF No. 34 LAFAYETTE PLACE, NEW YORK CITY.
Dated, 10 May, 1888.
Recorded In New York Register's Office, 10 May, 1888. Liber 2131 Of Conveyances, Page 195. Indenture, made the tenth day of May, in the year one thousand eight hundred and eighty-eight, iJettneen John Jacob Astor of the City of New York, party of the first part, and The Trustees of the Astor Library, a corporation located in the same city, parties of the second part, (Bitncasetl), That the said party of the first part, for and in consideration of the sum of one dollar, lawful money of the United States of America, to him in hand paid by the said parties of the second part, at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, has granted, bargained, sold, aliened, remised, released, conveyed and confirmed, and by these presents doth grant, bargain, sell, alien, remise, release, convey and confirm, unto the said parties of the second part, and to their successors and assigns, forever, QUl that certain lot, piece or parcel of land with the buildings thereon, situate, lying and being in the Fifteenth Ward of the City of New York, County and State of New York, known by the Street Number ThirtyFour (34), Lafayette Place, being more particularly bounded and described as follows, that is to say: Beginning at a point on the Easterly side of Lafayette Place, at the South
