File No. 763.72112/742

The Minister in the Netherlands ( Van Dyke ) to the Secretary of State

No. 201]

Sir: Referring to my despatches No. 186 of January 4,1 and No. 191 of January 9, and to my cablegram, No. 131, of January 29,1 I have the honor to enclose herewith: (1) In English translation a copy of the articles of the Netherlands Oversea Trust Company; and (2) a list of the members of that company with designation of the positions which they occupy in commercial and financial affairs.2

It will be observed that the members represent the most important banking and shipping concerns in the Netherlands; and it is on the strength of this representative character and of the high reputation which these gentlemen bear for probity and honor, that it has been possible to arrange with the Allied Governments to accept the company’s guarantee that contraband goods consigned to it shall not be exported to belligerents, and thus to secure for such goods freedom from interference in transportation. This, of course, relieves the Netherlands Government of a great deal of detail work and trouble in connection with the matter.

I would respectfully suggest that if you see fit to transmit the contents of this despatch to the Department of Commerce, it might be worth while for that Department to consider the question whether some similar arrangement, modified of course to suit the different circumstances in America, might not be of service in facilitating a freer movement of our own trade, and in lessening to some degree the amount of work which now falls upon the Department of Commerce.

I have [etc.]

Henry van Dyke

The Netherlands Oversea Trust Company


The name of the company is “The Netherlands Oversea Trust Company, Limited.”

The registered office of the company is at The Hague.

[Page 271]

2. The object for which the company is established is:

To act as intermediary for Netherlands merchants or trading companies with a view to enable the unmolested conveyance from oversea of merchandise, which has been or may be declared contraband—either absolute or conditional—by belligerent states.

The company may not transact any business far own account.

3. The company will commence with the date of the present deed and will be liquidated by the general meeting of shareholders on proposal of the board as soon as—in the opinion of the board of directors—the now existing state of war will cease to exist, before December 31, 1919.

4. The capital of the company is 2,400,000 florins (£200,000), divided into 1,200 “A” shares and 1,200 “B” shares of one thousand florins each.

The whole of the “A” shares has been subscribed for by:

De Nederlandsche Handel-Maatschappy, de Nederlandsch-Indische Handelsbank, de Amsterdamsche Bank, de Twentsche Bankvereeniging B. W. Blydenstein & Co., de Rotterdamsche Bankvereeniging, de firma R. Mees en Zoonen, de Stoomvaart Maatschappy Nederland, de Stoomvaart Maatschappy Rotterdamsche Lloyd, de Nederlandsche Stoomvaart Maatschappy “Oceaan,” de Koninklyke Paketvaart Maatschappy, de Nederlandsch-Amerikaansche Stoomvaart Maatschappy, de Koninklyke Nederlandsche Stoomvaart Maatschappy, de Koninklyke West-Indische Maildienst, de Koninklyke Hollandsche Lloyd, Wm. H. Müller & Co.’s Algemeene Scheepvaart Maatschappy en de Hollandsche Stoomboot Maatschappy, each of them for 75 “A” shares.

The “B” shares must be subscribed for before or on the 1st July, 1919, and will be issued at par and according to the opinion of the board of the directors, who will only allot the same to such Netherlands merchants or trading companies, who avail themselves of the company’s services.

5. The capital of the company may be increased by resolution of a general meeting of shareholders taken by simple majority of votes at the proposal of the board of directors, save the approbation of the Crown.

6. Each share shall be registered in the name of the holder and no joint holding of one share shall be recognized. The transfer of shares shall be by deed executed both by the transferor and the transferee and be registered in the company’s book. The board of directors may decline to register a transfer without stating any reason for their decision.

7. A call of ten per cent will be made on the issue of any shares.

Further calls will be made by the board of directors and will be payable within a fortnight after notification of such call has been given.

If the payment is not made in due time, the board may prosecute without further notice.

8. The business of the company shall be managed by a board of directors, whose number shall not be less than seven. The directors shall be elected and be removable by the general meeting of shareholders.

Every two years three members of the board of directors will retire according to a rotation to be fixed by the board. The first time in the general meeting of shareholders in the year 1917.

When a member of the board deceases or goes out the vacant place will be filled in the next general meeting of shareholders or earlier in an extraordinary general meeting of shareholders if such is necessary in the opinion of the board of directors.

No member of the board can be dismissed, unless at his request if not at least approbated by three fourths of the number of the votes brought out in due form by the meeting.

9. The board of directors will elect undiminished his responsibility—from their body an executive committee whose powers will be fixed by the board by special rule [sic].

The board will appoint a secretary, who will also act as secretary to the committee.

10. The board of directors will legally represent the company in every respect and will exercise all powers which by the present deed have not been expressly reserved to others. The signature of two directors jointly with the secretary’s signature will bind the company towards third parties. The board and the committee will each elect a chairman. The same member may act as chairman to the board and to the committee.

The decisions of the board and the committee will be taken by simple majority of votes, and if such majority is not obtained, the proposal will be considered as rejected. The board of directors appoints and dismisses the [Page 272] legal adviser, the accountants and the further staff of the company. The board will fix the remuneration of the members of their committee.

11. The board of directors fixes—either in general or in each separate case—the conditions on which the company will put its services at the disposal of applicants thereof. The committee will decide in the first instance whether the applicant for such services will be admitted. In the affirmative, such decision will be communicated to the other directors and, unless within three clear days after such communication three or more directors express the desire that this decision shall be reconsidered by the full board of directors, such decision will become valid.

In giving their decision on applications for the company’s services, both the board and the committee shall be guided by the consideration whether the applicant is a Netherland merchant, trading or interested in the goods which he desires to import from oversea, and also whether the applicant is not an, agent or in connection with an agent for a foreign government. Furthermore, the applicant shall have to give an undertaking that for the duration of the war he will import articles of contraband exclusively for consumption in the Netherlands or for reexport to the Netherlands colonies or to neutral countries for consumption in such countries.

Such undertaking will be embodied in a written agreement between the company and the applicant, such agreement also to contain the conditions on which the company has granted its intermediary.

12. The company’s books of account will be closed per the 31st December of each year, for the first time per 31st December, 1915.

The board of directors will establish both balance sheet and profit and loss account, which are to be approbated by the general meeting of shareholders before the 1st March following on the closure of the books. They will be open, to inspection by the general meeting of shareholders to be held in the month of May at the latest at an office to be designed [sic] by the board.

No division of profits will take place before the liquidation of the company and any balance of profit or less shall be carried on to new account.

The winding up of the company shall be done by the board of directors. The approval of the liquidation account by a majority of shareholders in a general meeting shall clear the directors from their liability.

Any balance of assets over debts shall be dealt with as follows:

As far as possible thee sums of money paid in by the shareholders shall be refunded to them with interest at 4 per cent per annum from date of payment.

Any surplus balance left shall be handed over to the Royal National Committee of Support.

13. General meetings of shareholders shall be held whenever the board think fit. Upon a requisition made in writing by shareholders representing at least one fourth of the issued capital, the board shall summon a general meeting within four weeks after receipt of such a requisition with notification of the agenda.

Five days’ notice at the least, specifying the business to be transacted, shall be given, and no other business shall be considered unless with the approval of the board, who is entitled to treat other subjects and to take a decision, about them.

The chairman of the meeting shall be designated by the board of directors.

Each share shall entitle to a vote subject to the legal maximum of six votes by the same person.

In contravention of the aforementioned, as to the convocation of a meeting, the first general meeting after the drawing up of this deed, and will be managed by the eldest present shareholder.

14. If and whenever any difference shall arise between the board of directors and a general meeting of shareholders or between shareholders mutually, such difference shall be referred to a legal arbitrator to be appointed by the president of the high court, should the said president be inclined to such appointment.

15. Modifications of the present articles can only be voted by a general meeting of shareholders if and whenever proposed by the board of directors.

The disposal of the balance of profit referred to in Art. 12 can only be modified with the special consent of the Royal National Committee of Support.

All this subject to the approval of the Crown.

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