APPENDIX
565
19. To furnish the New York Stock Exchange, on demand, such rea
sonable information concerning the company as may be required.
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The Committee recommends a date be fixed as record for dividends,
allotinent of rights and stockholders’ meetings, without closing the transfer
books.
Notice of rights, allotments, subscription privileges, to bondholders and
shareholders, should be as of a date after authorisation.
TRUSTEES OF MORTGAGES
The Committee recommends that a trust company or other financial cor-
poration be appointed trustee of mortgages, indentures, and deeds of trust;
and when a State law requires the appointment of an individual as trustee,
a trust company or other financial corporation be appointed as co-trustee.
Each mortgage, indenture, or deed of trust should be represented by a
separate trustee.
The Committee will not accept as trustee:
(a) An officer or director of the issuing corporation;
(b) A corporation in which an officer of the issuing corporation is an
executive officer.
The trustee shall present a certificate accepting the trust and certifying
(1) securities are issued under the terms of the mortgage or indenture,
giving the numbers, denominations and amount authenticated; (2) collateral
deposited; (3) disposition of prior obligations. For additional issues of
bonds, the trustee must certify that (1) increase is in conformity with terms
of mortgage or indenture, giving numbers, denominations and amount
authenticated; (2) additional collateral deposited; and (3) disposition of
prior obligations.
The company and trustee shall notify the Stock Exchange of the holding,
cancellation, or retirement of securities, by redemption, through the opera
tion of sinking fund or otherwise.
The trustee must notify the Stock Exchange if deposited collateral is
changed or removed, and furnish a list of collateral substituted.
A change of trustee shall not be made without the approval of the
Committee.
TRANSFER AND REGISTRY
Every corporation whose securities are listed upon the Stock Exchange
must, in accordance with the rules of the Exchange, maintain (¢) a transfer
office and (b) a registry office, both in the Borough of Manhattan, City of
New York. The transfer agency and registrar shall not be identical, and
both must be acceptable to the Committee. A company cannot act as
registrar of its own stock.
Where a stock is transferred at the company’s office, the transfer agent
or transfer clerk shall be appointed by specific authority of the board of
directors to countersign certificates, in said capacity, and shall be other than
an officer who is authorized to sign certificates of stock.
The entire amount of the capital stock of a corporation listed upon
the Stock Exchange must be directly transferable at the transfer office of
the corporation in the Borough of Manhattan, City of New York. When a
corporation makes transfer of its shares in other cities, certificates shall be