THE AMERICAN o r J HAMBER OF COMMERCE. WASHINGTON D. C 4 be limited to five dollars, and as every respectable citizen is eligible for membership, it is hoped that all good citizens of these United States may be induced to join in this new departure for their interest. The American Chamber of Commerce now forms the centre of all action in relation to the trade, commerce, railroads, shipping, mining, and agriculture of the nation. In many respects it will correspond to the Board of Trade of Great Britain, which is a department of Her Majesty’s govern- ment. It is in direct relationship with every Board of Trade in this country, and with similar bodies in all the countries of Europe and Asia. Having an office and officers in Washington, it is the commercial and agricultural medium between the industry and wealth of the country and Congress. More than this, it will keep the executive departments informed of facts which will enable the government to assist rather than to impede trade and commerce. The New York office will have no local character, because the institution of the American Chamber of Commerce is entirely national, but it is of great consequence that at the principal port where foreigners arrive and merchandise is brought, there should be an executive representation of the Board to promote interests of international commerce. At the Convention of the Chamber, delegates from all local Boards and Chambers will be invited, so that the representative character of the American Chamber of Commerce may be doubly guaranteed. American Chamber of Commerce, MANUFACTURES, TRADE, AND AGRICULTURE. I M PRESIDENT: Ho n. MILES ROSS New Brunswick, N. J. VICE-PRESIDENTS: G. W. CHATER CLARKE Clarke, Chi tty & Clarke, New York City. Hon. ANGUS CAMERON., United States Senator, La Crosse, Wis. Hon. H. J. HOPPER Mayor of Jersey City. Hon. J N. CAMDEN President First National Bank, Parkersburg, W. Ya. Hon. JOHN E. WARD Ex-ambassador to China, New York City. A. L. GREER Covington, Ky. Ex-Gov. ROBT. W. FURNAS Brownville, Neb. Hon. FRANCIS B. HAYES Boston, Mass. Ex-Gov. PRESTON H. LESLIE, . . . .Glasgow, Ky. Hon. A. A. HARDENBURGH President Hudson County Bank, Jersey City, N. J. Hon. W. H. BARNUM Judge Circuit Court, Chicago, 111. IIon. HENRY FRALICK Director City National Bank, Grand Rapids, Mich. Hon. OSWALD OTTENDORFER. .New York City. Ex-Gov. D B. PENN New Orleans, La. Hon. D. C. CORBIN The Corbin Banking Company, New York City. TREASURER : V. K. STEVENSON President Real Estate Trust Com- pany, New York City. secrp:tary : A. TUCKERMAN CLARKE Washington, D. C., and New York. OFFICES : RIGGS HOUSE, WASHINGTON, I). C., and 141 BROADWAY, NEW YORK. EXECUTIVE COUNCIL: Chairman G. W. CHATER CLARKE, Clarke, Chitty & Clarke, New York City. J. T. GATHRIGHT J. T. Gathright & Look, Louisville, Ky. EDMUND T. ALLEN St. Louis, Mo. JAMES M. BROWN President First National Bank, Galves- ton, Texas. Hon. JOSEPH H. ACKLEN. . . .Member of Congress, New Orleans, La. GEO. W. JONES President Miami Valley Insurance Co., Cincinnati, Ohio. Hon. J. N. CAMDEN President First National Bank, Parkers- burg, W. Va. SIMON STERNE Sterne, Hud son & Straus, New York City. JOSEPH GOETTER Lehman, Durr & Co , Montgomery, Ala. M. H. CLARK M. H. Clark & Bro., Clarksville, Tenn. C. H. CHAPIN President Bank of Rochester, N. Y. JOHN B. DAVIS President Planters’ National Bank, Richmond, Va. CHAS. H. SIMONTON Simonton & Barker, Charleston, S. C. G. W. HUTCHESON G.W. Hutcheson & Co., Vicksburg, Miss. WM. A. SWEET President Sweet’s Manufacturing Co. Syracuse, N. Y. WM. W. CONVERSE Winchester Repeating Arms Co., New Haven, Conn. EDWARD S. MOSELEY President Mechanics’ National Bank, New bury port, Mass. THOS. B. ATTERBURY Atterbury & Co. , Pittsburg, Pa. Hon. FRANCIS B. HAYES Boston, Mass. J. B. FICKLEN J. B. Ficklen & Sons, Fredericks- burg, Va. Hon. ROGER AVERILL Ex-Lieut. -Governor, Danbury, Conn. HORACE F. WHITMAN Stephen F. Whitman & Son, Phila- delphia, Pa. CHARLES RENAULD Renauld, Francois & Co., New York City. WM. G. DAVIS Portland Packing Co., Portland, Me. Gen’l J. PARKE POSTLES. .. .Wilmington, Del. J. C. MERRILL J. C. Merrill & Co., San Francisco, Cal. FREDERIC KUHNE Knauth, Nachod & Kuhne, New York City. 7 COMMERCIAL LAW COMMITTEE. Hon. HOMER A. NELSON, Chairman. THOMAS WINSOR, ) Vl0B Ch . SIMON STERNE, ) AIRMEN. Hon. JOSEPH H. ACKLEN, .. .Member of Congiess, New Orleans, La. Hon. ROGER AVERILL Ex-Lieut. Governor, Danbury, Conn. GEO. W. ANDREWS Wapakoneta, Ohio. EDMUND T. ALLEN St. Louis, Mo. Hon. W. R. BEEBE Beebe, Wilcox & Hobbs, New York City. Hon H. G. BOND New York City. JOHN F. BAKER Baker & Sperry, New York City. A. BLUMENSTEtL Blumensteil & Hirsck, New York City. Hon. HENRY BUTTERFIEL D. Butterfield & Perkins, Erie, Pa. Hon. WM. H. BARNUM Judge Circuit Court, Chicago, 111. G. W. C. CLARKE Clarke, Chitty & Clarke, New York City. GEO. R. DUTTON New York City. Hon. A. J. DITTENHOEFER. .Ex- Judge, New York City. J. M. FALKNER Montgomery, Ala. JAMES PEERS FOSTER Foster, Wentworth & Foster, New York City. NATHAN FRANK Patrick & Frank, St. Louis, Mo. Hon. FRANCIS B. HAYES. . . .Boston, Mass. HENRY M. HERMAN Leavenworth, Kan. EDGAR A HUTCHINS New York City. Ex-Gov. PRESTON H. LESLIE. Glasgow, Ky. HORACE LURTON Clarksville, Tenn. LOUIS N. LEVY New York City. E. T. MERRICK Merrick, Race & Foster, New Orleans, La. ADOLPH MOSES Chicago, 111. Hon. HOMER A. NELSON. . . .New York City. Hon. L. BRADFORD PRINCE.. Chief Justice, Santa Fe, New Mexico. RASTUS S. RANSOM Arthur, Phelps, Knevals & Ransom. New York City. B. H. RUTLEDGE Rutledge & Young, Charleston, S. C. SIMON STERNE Sterne, Hudson & Straus, New York City. CHARLES H. SIMONTON Simonton & Barker, Charleston, S. C. JOHN W. A. SANFORD Montgomery, Ala. G. WAITE TUBBS New York City. THOMAS WINSOR Winsor & Marsh, New York City. HON. BENJ A. WILLIS New York City. Hon. JOHN E. WARD New York City. H. M. WHITEHEAD New York City. 8 COMMISSIONERS in States and Territories, to correspond with and assist the Executive Council on all matters of importance affecting Commerce, Trade, Manu factures, Mining, and Agriculture in their respective sections of the Country. ALABAMA. Col. JOHN W. A. SANFORD Montgomery. M. P. LE GRAND Le Grand & Co., Montgomery. JOSEPH GOETTEIi Lehman, Durr& Co., Montgomery. JAMES A. FARLEY Farley, Spear & Co., Montgomery. CALIFORNIA. EDWARD J. WICKSON Editor Pacific Rural Press, San Francisco. J. C. MERRILL J. C. Merrill & Co., San Francisco. COLORADO. BILA S. BUELL Little Pittsburg Consolidated Mining Company, New York & Denvir. CONNECTICUT. Prof. JOHN F. WEIR Yale School of Fine Arts, New Haven, Conn. Hon. T. S. GOLD Secretary Connecticut Board of Agriculture, West Cornwall. DELAWARE. Gen’l J. PARKE POSTLES Wilmington. HARBESON HICKMAN Lewes. JOB H. JACKSON Delaware Car Works, Wilmington. FLORIDA. Major A. J. RUSSELL Jacksonville. C. E. DYKE Weekly Floridian , Tallahassee. Gen’l E. A. PERRY Pensacola. GEORGIA. WILLIAM T. THOMPSON Savannah. ILLINOIS. S. S. MANN Mann, Hapgood & Co., Elgin. D. E. WOOD D. E. Wood & Co., Huntley. INDIANA. R. C. J. PENDLETON Agent Canada Fast Freight Line, Indianapolis. Hon. ROBERT MITCHELL President Indiana State, Board of Agriculture, Frinceton. 9 IOWA. Hon. A. G. ADAMS Burlington. Hon. WM. R. SMITH Sioux City. Hon. N. B. COLLINS Des Moines. KANSAS. JOHN KELLY Blendon. KENTUCKY. Ex-Gov. PRESTON H. LESLIE. .. .Glasgow. Hon. M. H. OWSLEY Lancaster. LOUISIANA. Hon. J. HENRY BEHAN Department of Commerce, New Orleans. A. N. S. LAND AUER Louis, Ranger & Co., New Orleans. MAINE. Portland Packing Co., Portland. Waterville. Burgess, O’Brien & Co., Thomaston. Eastport. MARYLAND. HERVEY SHRIVER Shriver Bros. , Baltimore. MASSACHUSETTS. Hon. FRANCIS B. HAYES Boston. * MICHIGAN. Hon. HENRY FRALICK Director City National Bank, Grand Rapids. W. O. HUGH ART Land Commissioner, Grand Rapids & Ind. R. R. Co., Grand Rapids. Hon. H. C. POTTER Receiver, Flint & Pere Marquette Railway, East Saginaw. MINNESOTA. E. PAGE DAYIS Real Estate, New.,York City. MISSISSIPPI. HENRY FRANK Natchez. Gen’l E. C. WATTHALL Grenada. L. A. CAMPBELL Planters’ Cotton Press Storage and Transfer Association, Vicksburg. NEBRASKA. CHARLES H. DEWEY Dewey & Stone, Omaha. Ex-Gov. ROBT. W. FURNAS Brownville. Hon. J. STERLING MORTON Nebraska City. WM. G. DAVIS EDWIN NOYES E. K. O’BRIEN SAMUEL D. LEAVITT 10 NEVADA. JOSEPH B. MALLIN J. & J. B. Mallin, Virginia City. NEW JERSEY. Hon. FRED. G. WOLBERT Jersey City. Hon. A. A. HARDENBURGH President Hudson County Bank, Jersey City. NEW YORK. Hon. A. B. HEPBURN St. Lawrence. Hon. X. A. WILLARD Little Falls. OHIO. Cincinnati Daily & Weekly Times, Cincinnati. Cleveland. OREGON. D. C. IRELAND Editor Daily & Weekly Astorian, Astoria. PENNSYLVANIA. Col. J. A. PRICE Board of Trade Committee on Man- ufactures, Scranton. AARON FRENCH .Pittsburg Cast Steel Spring Works, Pittsburg. Hon. HENRY BUTTERFIELD Butterfield & Perkins, Erie. THOMAS B. ATTERBURY .\ . .Atterbury & Co., Pittsburg. TENNESSEE. Gen’l J. T. WILDER Chattanooga. Hon. D. B. COOPER Washington, D. C. VERMONT. JACOB ESTEY J. Estey & Co., Brattleboro. JOHN B. MEAD Superintendent Agricultural Affai is for State of Vermont, Randolph. Hon. JOHN B. PAGE Ex-Governor, Rutland. PERLEY P. PITKIN President Mutual Fire Insurance Company, Montpelier. VIRGINIA. NATHAN N. PIERSON Alexandria. WEST VIRGINIA. OLIVER BEIRNE Sweet Springs. Hon. J. N. CAMDEN President First National Bank, Parkersburg. ALEX. C. SANDS GEO. A. BAKER. 11 WISCONSIN. Hon. N. D. FRATT President Wisconsin State Agricul- tural Society, Racine. Gen’l GEO. E. BRYANT Madison. HIRAM SMITH Sheboygan Falls. ARIZONA TERRITORY. L. M. JACOBS Cashier Pima County Bank, Tucson. MONTANA TERRITORY. Hon. D. C. CORBIN The Corbin Banking Co., New York City. L. H. HERSHFIELD L. H. Hershfield & Bro., Helena. Hon. MARTIN MAGINNIS Member of Congress, Washington, D. C. NEW MEXICO TERRITORY. Hon. L. BRADFORD PRINCE Chief Justice, Santa Fe. UTAH TERRITORY. W. J. SILVER Silver Iron Works, Salt Lake City. DISTRICT OF COLUMBIA. Dr. E. P. HOWLAND Woodland Agricultural Club of Mt. Vernon, Va., Washington. Prof. WM. SAUNDERS Department of Agriculture, Wash- ington. JOHN A. BAKER ..... Agricultural Warehouse, Washing- ton. COMMITTEE ON NATIONAL FINANCE AND BANKS. Hon. A. A. HARDENBURGH .President Hudson County Bank, Jersey City, N. J. C. H. CHAPIN President Bank of Rochester, N. Y. Hon. D. C. CORBIN The Corbin Banking Co., New Yoik City. JOHN B. DAVIS President Planters’ National Bank, Richmond, Va. EDWARD S. MOSELEY President Mechanics’ National Bank, Newbury port, Mass. V. K. STEVENSON President Real Estate Trust Company, New York City. GEO. M. KLEIN Cashier Mississippi Valley Bank, Vicks- burg, Miss. JOSEPH GOETTER Lehman, Durr & Co., Montgomery, Ala. Hon. J. N. CAMDEN President First National Bank, Parkers- burg, W. Va. FREDERIC KUHNE Knauth, Nachod & Kiiline, New York City. J. M. BROWN President First National Bank, Gal- veston, Texas. Hon. HENRY FR ALICE Director City National Bank, Grand Rapids, Mich. WM. A. CHILDS Ex-Cashier Home Bank of Canton, 111., Oakland, Cal. THOS. MITCHELL Cashier First National Bank, Lex ington, Ky. N. S. GREGG President Second National Bank, Circle- ville, Ohio. JAMES A. FARLEY Farley, Spear & Co., Montgomery, Ala. L. H. HERSHFIELD L. H. Hershfield & Bro. , Helena, Montana. L. M. JACOBS Cashier Pima County Bank, Tucson, Arizona. (with power to add.) 13 COMMITTEE ON MANUFACTURES. MAXIMILIAN FLEISCHMAN . Gaff, Fleischman & Co., New York City. WILLIAM A. SWEET President Sweet’s Manufacturing Com- pany, Syracuse, N. Y. HORACE F. WHITMAN Stephen F. Whitman & Son, Phila- delphia, Pa. Col. JAMES A. PRICE Board of Trade Committee on Man- ufactures, Scranton, Pa. J. T. GATHRIGHT J. T. Gathright & Look, Louisville, Ky. Gen’l J. PARKE POSTLES Manufacturer of Morocco, Wilming- ton, Del. THOMAS B. ATTERBURY . . . .Atterbury & Co., Pittsburg, Pa. WILLIAM W. CONVERSE. . . .Winchester Repeating Arms Com- pany, New Haven, Conn. E. K. O’BRIEN Burgess, O’Brien & Co., Thomaston, Me. JACOB ESTEY J. Estey & Co., Brattleboro, Vt. WM. J. SILVER Silver Iron Works, Salt Lake City, Utah Territory. JOHN F. BLACKMAN New York Wood Type Mauufacturing Company, New York City. Hon. H. J. HOPPER Gregory & Co., Jersey City, N. J. A. F. BROWN Campbell Printing Press & Manufactur- ing Company, New York City. JOB H. JACKSON Delaware Car Works, Wilmington. AARON FRENCH Pittsburgh Cast Steel Spring Works, Pittsburgh, Pa. (with power to add ) 14 COMMITTEE OF AGRICULTURE. Prof. WILLIAM SAUNDERS Department of Agriculture, Wash- ington, D. C. Agricultural Warehouse, Wasliing- JOHN A. BAKER JOHN B. MEAD Hon. N. D. FRATT Hon. ROBERT MITCHELL D.t. E. P. HOWLAND Hon. T. S. GOLD ton, D. C. Supt. Agricultural Affairs for State of Vermont, Randolph, Vt. President Wisconsin State Agricul- tural Society, Racine, Wis. President Indiana State Board of Agriculture, Princeton, Ind. Woodland Agricultural Club of Mt. Vernon, Va., Washington, D. C Secretary Connecticut Board of Agri- culture, West Cornwall, Conn. (with power to add.) COMMITTEE ON MINES. R. C. STONE R. C. Stone & Co., New York City. H. L. BEAN Reno, Nevada. W. A. SHEPARD New York City. B1LA S. BUELL Little Pittsburg Consolidated Mining Company, New York City. WM. A. CHILDS Oakland, Cal. A. P. MINEAR President Great Southern Railroad, New York City. Hon. E. PAGE DAVIS New York City. (with power to add.) ADVISORY COMMITTEE. Hon. JOSEPH H. ACKLEN, Chairman. G. W. CHATER CLARKE, J. T. GATHRIGHT, Hon. JOHN EGAN, ’ THOMAS WINSOR, Hon. A. J. DITTENHOEFER Hon. H. J. HOPPER, Ex-Gov. J. C. BROWN, JAMES PEERS FOSTER. WILLIAM A. SWEET, HORACE F. WHITMAN, Hon. L. BRADFORD PRINCE. 15 CHARTER OP THE American Chamber of Commerce, MANUFACTURES, TRADE, AND -AGRICULTURE. [H. R. No. 2,080.— 46th Congress, 1st Session.] In the House of Representatives, June 2, 1879. Read twice, referred to the Committee on Commerce, and ordered to be printed. Mr. Acklen, on leave, introduced the following bill : A Bill to incorporate the American Chamber of Commerce, Manufact- ures, Trade, and Agriculture, and for other purposes. Be it enacted by the Senate and House of Representatives of the United States of America . in Congress assembled , That [Here follow twenty- seven names] are hereby constituted a body corporate by the name of the American Chamber of Commerce, Manufactures, Trade, and Agriculture. Sec. 2. The object of this Corporation shall be to collect and dis- tribute statistical and other information of importance to American manu- facturers, agriculturists, and traders ; to aid individual members by pro- curing for them information of a public or private nature affecting their business interests in any part of the w r orld; to encourage the settlement of trade disputes by arbitration ; to collect accounts owing to members with a view of avoiding litigation ; to encourage the technical education of the working classes to enable them to compete with foreign artisans, and for other purposes. Sec. 3. The Corporation shall be managed by an executive committee composed of twenty-seven members, who shall hold office as hereinafter provided. The first executive committee shall consist of the hereinbefore- 16 named corporators, who shall hold office from and after the passage of this Act. The first meeting of the executive committee shall be held on the second Wednesday in June, [ ] at which meeting the executive commit- tee shall divide themselves, by lot, into three classes, nine of whom shall hold office for one year, nine for two years, and nine for three years ; and thereafter nine of such members of the executive committee shall be elected annually on the second Wednesday in June each year, and shall hold office from that day for the space of three years. Sec. 4. The executive committee shall be composed of and chosen from members in good standing. Sec. 5. All vacancies in the executive committee, or in the offices of said committee, shall be filled as the constitution and by-laws direct. Sec. 6. This Corporation may make such a constitution and the exec- utive committee such by-laws and rules, for the regulation of its business, the management of its affairs, the choice, powers, and duties of its officers and agents, as are not inconsistent with its charter and the laws of the United States, excepting that the provisions of its constitution, declaring that the officers and chairmen of standing committees shall be elected by the executive committee out of their own number, and that all the mem’ bers of said executive committee shall be members in good standing, and that the central office of the corporation shall be in the city of Washington, in the District of Columbia, shall not be altered or repealed. Nothing herein shall prohibit the right of members to vote by proxy, if so estab- lished in the by-laws. Sec. 7. The body-corporate created by this Act shall, with the consent of the advisory board, be capable of taking, by gift, purchase, devise, or bequest, subject to all provisions of laws relating to devises and bequests by last wills and testaments, and holding and mortgaging and conveying any real or personal estate for the uses of said corporation, but subject to such State laws as exists where the said property may be situated, or where said gifts, devises, wills, or mortgages are made. Sec. 8. The body-corporate created by this Act, in addition to the powers and rights hereinbefore specified, shall have power to take, subject to the consent of the advisory board, by grant, conveyance, gift, devise, or bequest, any real or personal property, to be held in trust by it, to found and maintain museums, exhibitions, professorships, lectureships, courses of instruction, educational classes and scholarships, and for any other specific purposes comprehended in the general objects authorized by this Act. Said trusts may be created subject to such conditions and visitations as may be prescribed by the grantor or donor and accepted by the said corporation, and may continue for such time as may be necessary to accom- plish the purposes for which they are created. 17 Sec. 9. [Here follow twelve names] Are hereby constituted the advisory board; and whenever a vacancy shall occur in said advisory board, the same shall be filled by a majority vote of those remaining All the members of said board shall be members in good standing. No trusts shall be accepted by the corporation, nor any conveyance, mort- gage, or lien be created upon the property owned by this corporation, nor any property be leased or purchased, or any debt or debts exceeding in the aggregate $1,000 in amount be created, except upon the approval of the advisory board. The real estates held by the corporation shall not be liable for any debt or obligation of the corporation, unless the same shall have been contracted with the approval of said advisory board. The advisory board shall not be abolished or any vacancy created therein by any by-law or provision in the constitution of said American Chamber of Commerce, Manufactures, Trade, and Agriculture. The mem- bers of said advisory board shall hold office during good behavior, and shall preside at their meetings in the order herein mentioned. The secre- tary of said corporation shall make all reports to them, and all accounts of the treasurer and secretary shall be audited by the said advisory board. They shall at all times be subject to the call of their chairman, and four members of said board shall constitute a quorum for business. This Act shall take effect from and after the passage thereof. JREPOUT OP THE Committee of Congress American Chamber of Commerce, MANUFACTURES, TRADE , AND AGRICULTURE. House of Representatives, 46th Congress, / 1st Session, Report No. 8. S June 4, 1879 — Recommitted to the Committee on Commerce, and ordered to be printed. Mr. Acklen, from the Committee on Commerce, submitted the following REPORT: [To accompany bill H. R. 2,080.] Your committee, to whom was referred (he hill (H. R. 2,080) to incorporate the Ame- rican Chamber of Commerce, Manufactures, Trade, and Agriculture, and for other purposes , report as follows : The improvident increase of corporations of late years throughout the United States, the vast powers possessed by them through a consolidation of capital, and security under a common seal to the persons of the members and to their property not vested in the corporate stock; their many exclusive privileges, which fre- quently serve as monopolies, checking the free circulation of labor, and enhancing the price of the fruits of industry; the many immunities they enjoy which tend to stimulate their exorbitant powers to greater monopolies and safely further the unchecked rapacity of capitalists, who use them in bold and desperate financial ventures to protect their property against possible loss, have all caused your com- mittee to examine with great care, and section by section, the above bill. Corporations, your committee would remark, have existed from time imme- morial; for, if we examine the Pandects, or go back to the Twelve Tables, or look into the political history of ancient Greece, where we find the people of Attica, under the division of tribes, were distinct and independent corporations, it is seen that many of the benefits which they now enjoy were even then fully understood and appreciated. That their bad as well as their good effect upon the general public were likewise well understood and grounded in the public mind, even at that time, is illustrated in the refusal of the Emperor Trajan, though petitioned by the yoimger Pliny, to permit the formation of a fire company ( collegium fabroru u in Nicomedia, on the ground that such societies, as we are informed by Suetonius was the case during the age of Augustus, never failed to disturb the peace of cities* 19 and it mattered not whatever name they took, or for whatever purpose they might pretend to have been instituted, they would not fail to be mischievous. The collegia licita in the Roman law differed from the private companies established at pleasure under the laws of Solon, and closely resembled our own incorporated companies ; for the Romans were by no means so indulgent as the Greeks, and were very jealous of combinations of individuals, and visited with heavy penalties those that were not specially authorized, which they termed illicita, in contra-distinction to such as had received the sanction of the emperor. Your committee could go largely iuto detail in examining the antiquity of corporations and their influences upon the public welfare, but have done so to this limited extent only to show that they have ever been regarded with distrust by those who had the welfare of the masses at heart. The first question that naturally pi*esented itself to your committee in the con- sideration of this bill was as to the power of Congress to create a corporation. This question has received the grave consideration of some of our most eminent states- men and learned judges. The reply of Mr. Hamilton, when Secretary of the Treas- ury, to the objections of the Secretary of State and Attorney-General to the estab- lishm nt of a national bank, which objections were founded on a general denial of the authority of Congress to create corporations, is clear, able, and worthy of atten- tion. In the examination of this argument your committee found that Mr. Hamil- ton commenced by advancing the broad principle— That every power vested in a government is in its nature sovereign, and in- cludes, by force of the term, a right to employ all the means requisite and fairly applicable to the attainment of the ends of such power, and which are not pre- cluded by restrictions and exceptions specified in the Constitution, or not immoral, or not contrary to the essential ends of political society. This principle, in its ap- plication to government in general, he doubted not, would be admitted as an axiom ; and, therefore, he considered it incumbent on those who might incline to deny it to prove a distinction, and to show that a rule which, in the general system of things, is essential to the preservation of the social order, is inapplicable to the United States. The circumstances that the powers of sovereignty are in this country divided between the national and State governments did uot afford the distinction required, and it did not follow, he contended, from this circumstance that each of the portions of power delegated to the one or the other is not sov- ereign with regard to its proper objects. It would only follow from it that each has sovereign power as to certain things, and not as to other things. To deny, he said, that the Government of the United States has a sovereign power as to its declared purposes and trusts because its power does not extend to all laws, would be equally to deny that the State governments have sovereign power in any case because their power does not extend to every case. But if it was deemed necessary to bring proof to a proposition so clear as that which affirms that the powers of the federal government as to its objects are sovereign, the clause in the Constitution would be decisive — the clause which declares that the Constitution, and laws of the United States made in pursuance of it, shall be the supreme law of the land. The power, then, he argued, which would create the supreme law of the land in any '•use, was doubtless sovereign as to such case; and that this general and indisputa- ble principle at once put an end to the question whether the United States have I>ower to create a corporation ; lor it is unquestionably incident to sovereign power to create corporations, and consequently to the sovereign power of the United States in relation to the objects intrusted to the management of the government. The above reasoning or Mr. Hamilton was subsequently sustained by a decision of the United States Supreme Court. That court held that the power of Congress to carry into execution the powers which belong to it by the creation of a corpora tion was within the scope of the Constitution ; that whenever, in fact, the end of state or of the general government is legitimate, all the means which are appro- piate and plainly adapted to the end (and are not expressly prohibited, and are consistent with the letter and spirit of the Constitution S are clearly allowable; and that any law which is not denied to Congress, and which is really calculated to effect any of the objects intrusted to Congress, is in pursuance of the Constitu- tion. Even Mr. Madison, who was opposed to the charter of the old National Bank in 1791, was yet bound to yield his opinion to the exposition of precedents, and when he returned the Uuited States Bank bill on January 30, 1815, with his reasons for not signing it, they were on the grounds of inexpediency, for he said — Waiving the question of constitutional authority of the legislature to establish an incorporated bank, as being precluded in my judgment by repeated recognitions, under varied circumstances, of the validity of such an institution, in acts of the legislative, executive, and Judicial branches of the government, accompanied by indications in different modes of the occurrence of the general will of ihe nation. ' 20 Tlie old law maxim of qui facit per alium facitper se is clearly shown in the power enabling others under the general government to establish corporations on the grounds that they are only an instrument in the hands of the government. Restrictions on the legislative power of the Territories in the creation of cor- porations is clearly defined in sections 1,889 and 1,890 of the Revised Statutes, which read as follow : Sec. 1,889. The legislative assemblies of the several territories shall not grant private charters or especial privileges, but they may by general incorporation acts, permit persons to associate themselves together as bodies corporate for mining, manufacturing, and other industrial pursuits, or the construction or operation of railroads, wagon-roads, irrigating ditches, and the colonization and improvement of lands in connection therewith, or for colleges, seminaries, churches, libraries, or any benevolent, charitable, or scientific association. Sec. 1,890. No corporation or association for religious or charitable purposes shall acquire or hold real estate in any Territory during the existence of the territorial government, of a greater value than fifty thousand dollars ; and all real estate acquired or held by such corporation or association contrary thereto shall be forfeited and escheat to the United States ; but existing vested rights in real es- tate shall not be impaired by the provisions of this section. Your committee also beg leave to refer to section 1,924, which puts in addition further restrictions upon the legislative powers of the territories. Your committee are, therefore, clearly of the opinion that on this feature of the case there can be no question whatever as to the full power and authority of Con- gress in the establishment of such corporations as Congress may see fit to create. ■ In the'bill before your committee it is proposed that [Here follow twenty-seven names] shall constitute a body corporate, under the name and title of the “American Chamber of Commerce, Manufactures, Trade, and Agriculture.” Section 2 of the Bill sets forth the objects of this corporation, which are as follows : The object of this corporation shall be to collect and distribute statistical and other information of importance to American manufacturers, agriculturists, and traders ; to aid individual members by procuring for them information of a public or private nature affecting their business interests in any part of the world ; to en- courage the settlement of trade disputes by arbitration ; to collect accounts owing to members with a view of avoiding litigation ; to encourage the technical educa- tion of the working classes, to enable them to compete with foreign artisans, and for other purposes. First. This corporation has taken a name, the American Chamber of Commerce, Manufactures, Trade, and Agriculture. Every corporation must have a name by which it can sue and be sued ; it is, as it were, the very “ knot of its combination,” and without which it could not perform its corporate functions. Sir Edward Coke says the name of incorporation is the name of baptism, and thus it may be said that when Congress creates a corporation it must baptize it with a name. Let us examine its powers and objects as set forth in Section 2. In view of the lavish manner in which charter privileges have been granted of late years, the modern rule is to construe all corporations as having only such powers as are specifically granted to them by act of incorporation, or such as are necessary for carrying into effect the purpose for which they were created. In the case of Head and Amory vs. The Providence Insurance Company, Chief Justice Marshall declared this very obvious opinion, and this has been repeated in many of the State courts, notably in the case of the People us. Utica Insurance Company, 15 Johns, 358-383. While legislatures may create corporations without even conforming to the rules of common law, but may disregard them, yet the corporation thus created must de- pend for its powers and objects solely upon the law of its creation, and cannot ex- ercise the corporate franchise beyond the letter and spirit of the act of incorpora- tion. There are powers, however, your committee would remark, which are necessarily inseparable from every corporation, and which are tacitly admitted without any express provision. They are the rights “ of perpetual succession ; to sue and be sued; to receive by its corporate name; to have a common seal, and to make by-laws for the government of its members, together with the right of amotion.” 21 Now, in an examination of Section 2, your committee fail to And aught objection- able, as therein set forth, the purposes and objects being laudable and the powers of the incorporation exceedingly limited. Section 3 of the Bill reads as follows : The corporation shall be managed by an executive committee composed of twenty-seven members, who shall bold office as hereinafter provided. The first executive committee shall consist of the hereinbefore-named corporators, who shall hold office from and after the passage of this act. The first meeting of the executive;committee shall be held on the second Wednesday in .Tune, [ ] at which meeting the executive committee shall divide themselves, by lot, into three classes, nine of whom shall hold office for one year, nine for two years, and nine for three years ; and thereafter nine of such members of the executive committee shall be elected annually on the second Wednesday in June each year, and shall hold office from that day for the space of three years. Your committee have no comments to make on this section, as it relates solely to the management and time of office of members of the executive committee. Section 4 is as follows : The executive committee shall be composed of, and chosen from, members in good standing. Your committee are not of opinion that this section gives, either directly or by implication, the right of amotion or disfranchisement of a member of this corpora - tion. The old doctrine established in Bagg’s case <11 Co., 99, a. 21 Resolution) that no disfranchisement or expulsion of a member could, take place unless such power was specially conferred by the charter, or existed by right of prescription, has given way to the modern opinion that the right of amotion was a power incident to a corporation. This was the opinion declared in Lord Bruce’s case (2 Str., 819), and still later in the case of the King vs. Richardson, (1 Buri, 517), where the King’s Bench declared that the power of amotion was as necessary to the good order and government of bodies corporate as the power of making by-laws. It is clear that where no special provision on the subject is provided in the charter, the power of removal of a member resides in the whole body, though such body may delegate their powers to a select body as representative of the whole. Your committee have left Section 4 unaltered, and deem it needless to comment further thereon, as it neither confers or restricts the right of amotion incident to the body corporate. Section 5 is as follows : All vacancies in the executive committee or in the offices of said committee shall be filled as the constitution and by-laws direct. This section relates solely to matters appertaining to the provisions to be es- tablished in the by-laws. Section 6 is as follows : This corporation may make such a constitution, and the executive committee such by-laws and rules, for the regulation of its business, the management of its affairs, the choice, powers, and duties of its officers and agents, as are not incon- sistent with its charter and the laws of the United States, excepting that the pro- visions of its constitution declaring that the officers and chairmen of committees shall be elected by the executive committee out of their own number, and that all the members of said executive committee shall be members in good standing, and that the central office of the corporation shall be in the city of Washington, in the District of Columbia, shall not be altered or repealed. Nothing herein shall prohibit the right of members to vote by proxy, if so es- tablished in the by-laws. Your committee in a consideration of Sections 6 and 9 of said bill note that such provisions relative to the election of members and officers as therein provided, coine within the general rule as laid down in the case of Field vs. Field (9 Wendell, 394-403). Such power is necessarily implied and incident to the perpetuity of every corporation. (See Kyd on Corporations, vol. 2. pp. 20-30.) Special provision is made in said above mentioned sections that none of the powers therein conferred shall be inconsistent with said charter or the laws of the United States. It was decided in the ease of Newling vs. Francis (3 Tenn. Rep., 189) that such by-laws as were pro- vided by the constitution of a corporation regulating elections of their officers were binding where they did not infringe upon the defined provisions of the charter. The right to make by-laws is a power either expressly given or tacitly annexed, and is necessarily incident to corporations to enable them to fulfill the purposes for which they were created. Where the framing of such by-laws is intrusted to a select committee, as is generally the case, they are held to the exercise of a sound discretion, and must act strictly within the limits of the charter and the general law of the land. A violation of either may act as a repeal of the charter creating the institution. (Angell & Ames on Corporations, 3 edit., ch. 10.) The further provision, however, contained in this bill, permitting the corporation to establish the right of members to vote by proxy, is worthy' of consideration, inasmuch as it was proposed to strike this out as superfluous, it being alleged, under the decision in the case of the State vs. Tudor (5 Day, 329), that this was a right inherent, and could be delegated by the by laws of the corporation where the charter was silent. Your committee find, however, that in the case of Phillips rs.Wickham (1 Paige, 598), the Chancellor doubts the validity of the right of voting by proxy when the power is not given, either expressly or impliedly, in the act or charter creating the corporation. But again, in the case of Taylor vs. Griswold (2 Green, N. J., 223), in the Supreme Court of New Jersey, after a full and learned discussion, it was held to be a principle of the common law that when an election depended upon the exercise of judgment the right could not be deputed, and that it required legislative sanction before any body-corporate could make a valid by-law authorizing members to vote by proxy. As this mode of voting is necessary in a corporation extending through so many States, your committee have decided to permit the provision conferring this power to remain. That provision of Section 6 requiring that the central office of the corporation shall be in the city of Washington, in the District of Columbia, is wise and proper. The law is clear requiring that a corporation shall be constituted of some place (see the case of Porter vs. Bank of Ithaca), and that it can have no legal existence out of the sovereignty which created it. The provisions of Section 7, which read as follows : The body-corporative created by this Act shall, with the consent of the advisory board, be capable of taking, by gift, purchases, devises, or bequest, subject to all provisions of law relating to devises and bequests by last wills and testaments, and holding and mortgaging and conveying any real or personal estate for the uses of said corporation, but subject to such State laws as exist where the said property may be situated or where said gifts, devises, wills, or mortgages are made — comply with that requirement of the law which compels all corporations to hold lands subject to the laws of the States where they are situated. In the cases of Runyan vs. Coster, 14 Peters, 122, and Fairfax vs. Hunter, 7 Cranch, 621, the right of corporation created by the legislature of one State to hold land in another is clearly subject to the assent or permission, express or implied, of the State where the land purchased or donated may be situated, and that the law of that State must govern. Your committee, after an examination of the principles enunciated in these and other similiar cases, are of the opinion that such reasoning is equally applicable to corporations created by Congress ; for it is obvious that the real estate of a corporation can be dealt with only by the judicial authority of the State in which it lies. Nor would the applicability of this general principle be affected by the fact that the charter directs that the real estate of the corporation shall be considered as personal estate. Such a clause would be merely a declaration that by the municipal regulations of the State where it lies such property shall be treated as personal, and not as real estate ; but such declaration would by no means vary the general rule that real estate, as part of the habitation of the nation, is to be governed by local law. It is likewise clear that it is for the courts of the State where the land lies to construe the charter of any corporation and to determine whether -he corporation is authorized thereby to take or hold such real estate, and that an 23 adjudication upon the question of its corporative capacity by a court of the States creating, or, as in this case, by Congress, can have no further effect or authority than the reasoning upon which it may have been founded gives it. This may be considered a cardinal principle of law underlying those eomplex, peculiar* and delicate relationships that exist between the States themselves and as between them and our national government. Section 8 is as follows : The body-corporative created by this Act, in addition to the powers and rights hereinbefore specified, shall have power to take, subject to the consent of the advisory board, by grant, conveyance, gift, devise, or bequest, any real or personal property, to found and maintain museums, fairs, and exhibitions, libraries, professorships, lectures, courses of instruction, educational classes and scholarships and for any other specific purposes comprehended in the general objects authorized by this Act. Said trust may be created, subject to such conditions and visitations as may be prescribed by the grantor or donor and accepted by the said corporation, and may continue for such time as may be necessary to accomplish the purposes for which they are created. The principle is clearly laid down in innumerable cases that a corporation aggre- gate has at common law, in order to ascertain the purposes of its creation, the right to take, hold, and transmit in succession property, real and personal, to an unlimited extent and amount. These are benefits accruing from the incorporation which are united to that enabling the combined fluids of a body of men, through a long course of time, to be steadily applied to the attainment of objects of public convenience or private utility, notwithstanding the changes which, through the accidents of life, are constantly going on among the members of the corporation. This is, perhaps, better illustrated in the case of Dartmouth College vs. Woodward, 4 Wheat., 518, than in anything your committee can adduce. As a matter of general law the amount of property so held must necessarily be indefinite ; no rule can well be laid down to ascertain the exact amount of means essential to effect the purposes for which the corporation is created. This is the common-law view of the case, though it is true that a corporation may be restrained of this common-law right of purchasing or receiving lands or other property by general statutes, or further limited by its charter or act of incorporation. The most noted of statutes restricting purchases by corporations in the matter of holding property were the English statutes of mortmain. These laws appear to have originated in a desire to repress the grasping spirit of the Romish Church, which, by absorbing in perpetuity the best lands in England, prevented their transmission from man to man, withdrew them from those feudal services that were ordained for common defence, and curtailed the lords of their seigniories, their escheats, wardships, reliefs, and the like. They were called mort- main because they were designed to prevent the holding of lands by the “ dead clutch ” of ecclesiastical corporations which were composed of members dead in law, and in whose possession property was forever dead and unproductive to the feudal superior and the public. The right, as provided in this section, to accept, with the consent of the ad- visory board, by grant, conveyance, gift, devise, or bequest, any real or personal property, is a right which is limited by Section 2 to the objects and purposes for which this corporation is to be created. This is strictly in keeping with that law which, to limit corporations to their proper sphere, provides that the acts of incor- poration shall not only restrict the amount of property they are to hold, but may prescribe in what it shall consist, the purposes for which it alone shall be purchased and held, and the mode in which it shall be applied to effect those purposes. The case of Leazure vs. Hillegas, 7 S and R., 319, settles definitely the principle that the capacity of a corporation to purchase or take lands must be determined only from the instrument that gives it existence. Your committee have carefully considered the question as to a stated limita- tion in the amount of property to be held by this corporation, and have, in this con- nection, considered the principle as established in the ease of Dockery vs. Miller, Hump., 731, which is, that unless restrained by their charters, corporations have an indefinite right of purchase. The conditions imposed, however, by Section 2 of the 24 Bill are a sufficient restraint, in the opinion of your committee, upon the power of owning real estate without encumbering the corporation with such further re- straints as might tend to defeat the purposes contemplated in the act of incorpora- tion. As this corporation can exercise no power oyer the property it holds except that with which the charter clothes it; as, m other words, it will hold its property only for the purposes for which it was permitted to acquire it ; and as the language of its charter is clear and expressive as to such objects, your committee have deemed it inadvisable to alter or amend the bill in this regard. Section 9 of the Bill reads as follows : [Here follow twelve names] Are hereby constituted the advisory board; and whenever a vacancy shall occur in said advisory board the same shall be filled by a majority vote of those remaining. All the members of said board shall be members in good standing. No trust shall be accepted by this corporation, nor any conveyance, mortgage, or lien be created upon the property owned by this corporation, nor any property be leased or purchased, or any debt or debts exceeding in the aggregate one thousand dollars in amount be created, except upon the approval of the advisory board. The real estate held by the association shall not be liable for any debt or obligation of the corporation, unless the same shall have been contracted with the approval of said advisory board. The advisory board shall not be abolished or any vacancy created therein by any by- law or provision in the constitution of said American Chamber of Commerce, Manufactures, Trade, and Agriculture. The members of said advisory board shall hold office during good behavior, and shall preside at their meetings in the order herein mentioned. The secretary of said corporation shall make all reports to them, and all accounts of the secretary and treasurer shall be audited by said ad- visory board. They shall at all times be subject to the call of their chairman, and four members of said board shall constitute a quorum for business. This act shall take effect from and after the passage thereof. The feature of the bill which restricts the body corporate to first obtaining the consent of the advisory board is a novel, but nevertheless wise provision. All cor- porations, when the charter is silent, are subject to the emphatically republican principle that the whole are bound by the acts of the majority so long as those acts are conformable to the articles of the Constitution. Gibson, J., in the Supreme Court of Pennsylvania, says : “ The fundamental principle of every association for the purpose of self-government is, that no one shall be bound except with his own consent, expressed by himself or his representatives ; but actual assent is immaterial, the assent of the majority being the assent of all; and this is not only constructively but actually true; for that the will of the majority shall in all cases be taken for the will of the whole is an implied but essential stipulation in every compact of the sort; so that the individual who becomes a member assents beforehand to all measures that shall be sanctioned by a majority of the voices ; ” and in his excellent work Mr. Kyd says : “ It seems to be the first suggestion of reason that an act done by a simple majority of a collective body of men, which concerns the common interest, should be binding on the whole;” “ and this,” he further adds, “ is the principle of the rule adopted by the common law of England with respect to aggregate corporations.” The peculiar features presented to the consideration of your committee in Section 9 have been examined, and your committee have finally concluded that, for the purposes for which this corporation is to be incorporated the provisions of that section are eminently wise, as tending to avoid those constantly occurring changes in control, which are invariably the result when a mere majority may revolutionize at a single election the matured plans of years, thus tending to retard, if not entirely thwart, the objects had in view when the body corporate sprang, Minerva- like, into existence full armed with power by the act of incorporation. Finally, in view of the laudable purposes for which this corporation is created ; its national character, the high social and commercial standing of the men already enrolled as members, under the act of incorporation by the State of New York, the very limited powers conferred, which entirely remove it from those objections to other corporations which have proven a burden to the people and a benefit only to a few, your committee report back this bill to the House without amendment, and recommend its passage. CONSTITUTION ARTICLE I. Officers and their Election. The Officers of the Chamber shall be a President, fifteen Vice-Presidents, a Treasurer, two Auditors, and a Secretary, all of whom, except the Treasurer and Secretary, shall be chosen by ballot at the first regular meeting in June of each year. A majority of the votes cast at each election shall be necessary in each instance to elect. The persons so elected shall continue in office one year, or until their suc- cessors shall have been duly elected. Should any person so elected decline to serve, or resign his office, or his office become vacant by his death, the vacancy shall be filled by an election at the next regular meeting of the members held after such declination, resignation, or death shall have been reported to the Executive Committee. No person shall hold the office of President or Vice-President for more than three yearly terms, unless he shall be re-elected by a vote of three-fourths of the ballots cast at the election ; and the saiue vote shall be necessary for each succeed- ing re-election of same person to same office. The Secretary shall be elected by the Advisory Committee for such term, at such salary and in such manner as they shall determine at any general meeting. ARTICLE II. Meetings. The regular meetings of the members for the transaction of business shall be held in the Hall of the Chamber, in Washington, or New York City, on the second Wednesday in the months of June and December, at noon. When the second Wed- nesday in any month shall fall on a legal holiday, the regular meeting shall be held on the Wednesday following, unless otherwise ordered by a vote of the members. Special meetings may be held at such other places, and at such other times, as the President, or, in his absence, the Vice-President, in their order, may designate, upon the written requisition of ten members, provided that twenty-one days’ notice of the time, place, and object of the meeting shall have been publicly given ; and also provided that no other business except that designated in such call and notice shall be acted upon. Seven members shall form a quorum. The Counsel to the Chamber shall be appointed at every Annual Meeting. Mem- bers unable to attend meetings may vote by proxy, under such regulations as the Advisory Board may direct from time to time. ARTICLE III. Members and their Election. No persons shall be admitted members of this Chamber but residents of tlio United states or Territories engaged in trade, commerce, or agriculture, or in pur- suits connected therewith. All applications for membership of the Chamber must be made in writing together with a statement of the occupation and qualification of the candidate, and be addressed to the Executive Committee for consideration. 26 If the Executive Council approve tlie nomination, the candidate shall then be balloted for by the Advisory Board, and, if five or more negative ballots appear, he cannot be admitted a member, nor be again proposed until after the expiration of a year from the time of such rejection. The Chamber may expel any member for dishonorable conduct or dealings, but only after a hearing of such member at a regular meeting, and by a two-third vote of the members present. Provided, that the Executive Council shall recommend such expulsion, and that due notice be given by the Secretary of the Chamber, both to the accused member and to the members at large, of the day when such hearing may be had ; and also provided, that if the accused member do not appear for such hearing, in person or by proxy, the vote may be taken on his expulsion as though he had appeared. The Secretary of the Chamber shall furnish to each member who may apply therefor, and who shall have paid his admission or annual fees, an engraved certifi- cate of membership, duly signed and authenticated. ARTICLE IV. 1,0/1 or ary Members All Foreign Consuls in America, and all American Consuls in foreign countries shall be Honorary Members during their respective terms of office. Honorary Members for life may be elected at any meeting of the Executive Council, and without ballot, unless called for. They shall be entitled to all the privileges of regular members, except the right of vote. They shall be exempt from payment of any fees whatever. The Secretary shall furnish each Honorary Member, thus elected, with a certi- ficate of membership, duly signed and authenticated. ARTICLE V. Fees. Each member elected shall pay an admission fee of five dollars, which shall be in full for the calendar year in which he is elected. And each member shall pay annually, while he shall remain a member, the sum of five dollars. The Executive Council may, in its discretion, for reasons satisfactory to itself, remit the annual dues of any member; and it may accept the resignation of any member, at any time, if the annual dues of such member, to the date of such resig- nation, shall have been paid or remitted. If the dues of any member remain unpaid for a term of two years, the name of such defaulting members may be reported to the regular meeting of members, and thereafter, unless otherwise ordered by the members, be stricken from the rolls. ARTICLE VI. Duties of Officers. Of the President .— The President shall exercise a general supervision of the affairs and interests of the members. When not unavoidably absent, he shall preside at all meetings of the members, regular and special. All motions of business and adjournment shall be addressed to him. He shall appoint all Special Committees, except where the members shall otherwise order. He shall call special meetings of the members, on the written requisition of not less than ten members, stating the object thereof, and shall designate the time and place at which such special meeting may be held, and direct the due notification thereof. Of the Vice-Presidents— The, Vice-Presidents, in the order of seniority, shall, in the absence of the President, have the same power and authority as the President, when personally present. Of the Treasurer .— Tbe Treasurer shall have the charge of all subscriptions col- lected or received for the use of the Chamber. He shall disburse the same, when not otherwise provided for by these by-laws, only upon the written warrants of the Directors. He shall keep books of account of all receipts and disbursements, and the vouchers therefor, in the usual form, and shall produce a copy of the same. fairly stated, for the inspection of the members, at each annual meeting. Sucli copy of accounts shall be duly audited by auditors appointed for the purpose by the members, and be signed by such auditors and countersigned by the President, on or before the Tuesday next preceding the annual meeting. The Treasurer shall deliver over to his successor the cash remaining in his hands, as also any certificates of stock or other securities, the property of this Chamber, together with the books of account, chest and key, and may require a receipt therefor. In the absence of the Treasurer-elect, the same shall be delivered to the President or the Directors, or such person as they may in writing appoint. Of the Secretary .— The Secretary, who is to be appointed and remunerated by the Advisory Board, shall be the custodian of the property of the Chamber, shall have care of the rooms, furniture, library, pictures, and of all documents and cor- respondence belonging to the Chamber. He shall look to the insurance of such property against fire. He shall attend all meetings, and keep a fair and correct register of all proceedings, rules, and regulations of the Chamber, which shall be regularly entered in the book of minutes in the usual way. He shall also attend upon and keep minutes of the proceedings of the Executive and other Standing Committees, and shall assist the Special Committees as far as is in his power. He shall, under direction of the President, conduct the correspondence cf the Chamber. He shall notify members of their election, sign all documents jointly with the President, and have the custody of the seal of the Chamber for their proper authen- tication. He shall give due notice of all meetings, both regular and special. It shall be his duty, whenever the President, or one of the Vice-Presidents, shall not appear at any meeting regularly called, and after reasonable delay, to declare such meetings irregular, and adjourn it sine die. He shall, under the direction of the Standing Committees, prepare, collect, arrange and report upon statistical facts and other information relating to manu- factures, commerce, agriculture, shipping, railroads, telegraphs, capital and labor at home aud abroad. He shall see to the collection of all dues from members, and regularly return the same to the Treasurer, and shall render him all required assistance in the clerical part of his duties. He shall prepare the Annual Report to the members, under the guidance of the Executive Committee. In the absence of the Secretary, the President shall appoint one of the members to take his place for the time being. ARTICLE VII. Standing Committees. The Standing Committees of the Chamber, of which (with the exception of the Committee on Arbitration and Appeal) the President, Vice-Presidents, Treasurer, and Secretary shall be members ex-officio, shall be : An Executive Committee, or Council of Directors. A Committee of Arbitration and Appeal. A Committee on Finance and Currency. A Committee on Foreign Commerce and Revenue Laws. A Committee on Internal Trade aud Improvements. A Committee on Harbors and Shipping. A Committee on Railroad and Water Transportation. Each of these Standing Committees, except the Executive Council, shall consist of a Chairman and twelve members, and, except the Committee on Arbitration and Appeal, as otherwise hereinafter provided, shall be elected at the regular annual June meeting, and shall continue in office until others are elected in their place. Vacancies occurring in any committee may be filled at any regular meeting of the members. Three members of any committee, except the Executive Council, shall constitute a quorum for the transaction of business. The Advisory Committee or Board of twelve members shall be ex-officio mem- bers of the Executive Council, and whenever a vacancy shall occur in said Advisory Board, the same shall be filled by a majority vote of those remaining. All 28 the members of said board shall be members in good standing. No trust shall be accepted by this corporation, nor any conveyance, mortgage, or lien be created upon the property owned by this corporation, nor any property be leased or pur- chased, or any debt or debts exceeding in the aggregate $1,000 in amount to be cre- ated, except upon the approval of the Advisory Board. The real estates held by the corporation shall not be liable for any debt or obligation of the corporation, unless the same shall have beeu contracted with the approval of said Advisory Board, The Advisory Board shall not be abolished or any vacancy created therein by any by-law or provision in the constitution of said American Chamber of Commerce, Manufactures, Trade, and Agriculture. The members of said Advisory Board shall hold office during good behavior, and shall preside at their meetings in the order herein mentioned. The Secretary and Treasurer shall be appointed by them, and shall make all reports to them, and all accounts of the Treasurer and Secretary shall be audited by the said Advisory Board They shall at all times be subject to the call of their chairman, and four members of said board shall constitute a quorum for business. ARTICLE VIII. Duties of Standing Committees. Of the Executive Committee.— The Executive Council, consisting of twenty-seven members, shall, under the direction of the Chamber, have a general control of the affairs of the members. It shall direct the preparation of the Annual Report to the members. It shall consider all nominations for membership and the Standing Committees, and report the same regularly to the members. It shall have power to accept resignations and remit fees as hereinbefore provided in Article V. Five members shall form a quorum. Upon complaint of any member for dishonorable conduct or dealings on the part of any other member, it may, in its discretion, report the complaint to the Chamber, with recommendations to expel the offending member, but not otherwise ; always provided, that it give to the member complained of an opportunity for a prior hearing, either in person or by proxy, before making such report. The Executive Council shall hold a meeting on the same day as, or on the day next preceding, the regular meeting of the members. Of the Committee of Arbitration and of Appeal. The Committee of Arbitration shall consider and decide all mercantile disputes which may arise between members of the Chamber, or between parties claiming by, through, or under them, which may be referred to it by mutual agreement. This committee shall consist of five members, who shall be elected by ballot. A chairman and two other members of the committee shall be elected at the regular annual June meeting, and two members shall be elected at the regular meeting of December in each year, and shall hold office for one year. An appeal may be taken from any decision of the Committee of Arbitration, provided that notice of the appeal in writing be served on the Chairman of the Committee of Arbitration, and on the opposite party, within ten days after the award in the case shall have been made and notice thereof shall have been served on the parties. The Committee of Appeal shall consist of the President, the First and Second Vice-Presidents, and the Treasurer of the Chamber, together with the Chairman of the Committee of Arbitration. The Committees of Arbitration and of Appeal, respectively, shall have power to adopt such rules and regulations as they shall find necessary from time to time ; and they shall keep minutes of their proceedings and decisions, which shall be in the charge of the Secretary of the Chamber for the inspection of the members. It shall be the duty of the members of the Committees of Arbitration and Appeal, respectively, to meet, hear, and determine with reasonable promptitude all cases which may be submitted to them. And the committees shall report to the Chamber any neglect or refusal of any member to perform his duty,' at the next regular meet ing after such neglect or refusal. 29 The Committee of Arbitration shall have power to appoint a clerk, to prescribe his duties, and to fix his emoluments ; and such clerk shall also serve the Committee of Appeal. In the case of a, vacancy occurring in either of the Committees of Arbitration or Appeal, the vacancy shall be tilled at the next meeting of the Chamber. Of other Standing Committees. Their duty shall be to examine into and make report upon such subjects as may be referred to them by the Chamber, or they may originate and report to the Chamber such views as they may deem proper for its consideration. They shall, respectively, keep regular minutes of their meetings and proceed- ings. in which the Secretary shall give them all required assistance, and they shall make an annual written report to the board at its regular annual June meeting. ARTICLE IX. The principal officer of every Chamber of Commerce, Board of Trade, Exchange, and other public, commercial, manufacturing, financial, and agricultural associa- tion in the United States, shall be an ex-officio member of this Chamber, as soon as the Executive Committee of this Chamber shall order to be placed on record in the minutes of proceedings that such chamber, board, or association shall be within the intent and meaning of this article. Put no such ex-officio member shall be entitled to vote, except by consent of a majority of members present at a meeting when such vote shall be taken. ARTICLE X. Quorum and Adjournment. Seven members of the Chamber, of which number the President or one of the Vice-Presidents must always be one, shall be necessary to form a quorum for the transaction of business. In case a quorum shall not be present at the time fixed for any regular meeting of the members, the President, or, in his absence, the senior Vice-President present, may adjourn the meeting to such other day in the same month as he may judge proper; but in case there be no quorum present at the time fixed for any special meeting, such adjournment shall not be made, except by the consent of two-thirds of the members present. If there fail to be a quorum from the absence of the prescribed officers, it shall be the duty of the secretary to declare the meeting adjourned sine die. ARTICLE XI. Rules of Order. At all the regular meetings of the members (except the Annual Meeting, for which a special order shall be prepared each year by the Executive Committee', the regular order of business shall be : 1. Reading of the Minutes. 2. Report of the Executive Committee on Nominations for Membership. 3. Ballot for Members. 4. Report of Executive Committee. 5. Reports of Standing Committees, in their order, at the call of the President. 6. Reports of Special Committees. 7. Unfinished Business. 8. New Business. Members having any motion or remarks to make shall rise and address the chair. All resolutions or propositions of whatever nature must be reduced to writ- ing before they can be entertained. The time to be taken by .any member in debate may be limited by the presiding officer at the request of the members. Each mem- ber shall be entitled to the floor, without interruption, for such time as may be allowed to him. Where reports of committees are submitted to debate, the chair- man of the committee introducing such report may open and close the debate. At special meetings called to hear and consider reports of committees ordered by the members, no new propositions or resolutions in the nature of substitutes 30 (except the report ot the minority of the committee, if any), shall be introduced or debated until after final action shall have been taken upon the report of such com" mittee, when, if it be rejected, such new propositions or resolutions may be enter- tained, but no business other than that named in the requisition and call for the special meeting shall be entertained, even though unanimous consent be had. Members having appeared ^t the meeting shall not withdraw previous to adjournment, except by permission from the President. ARTICLE XII. Privileges of Strangers. Members of the Chambers may, by ticket, introduce to the rooms, and the use of the Library, Newspapers, and Magazines, any stranger, and such ticket shall be available for one month from date. ARTICLE XIII. Powers of Delegations. Delegations, or Committees which may be appointed by this Chamber at any time to represent it at any meeting of Chambers of Commerce or Boards of Trade, or at any other convention, meeting, or assembly whatever, shall have no authority, by virtue of such appointment, to bind the members to concur in the action of any such body ; but such delegations or committees shall report to the Chamber all propositions or action of such body for its concurrence or dissent. Delegations or Committees from any Board of Trade, Chamber of Commerce, or other organization, invited to attend any meeting of this Board, shall have the privilege of addressing the meeting, but without the power of voting for officers or on questions of income or expenditure. ARTICLE XIV. All proposed amendments to these Rules and Regulations shall be submitted, in writing, at a regular meeting of the members, and if agreed to by a majority of members present, and approved by the Advisory Board and the Executive Council, shall be adopted ; but no such amendments shall be acted upon before the next regular meeting. °0 I ■$- DUES.— The Annual dues are limited to $5, and no further liability is incurred by Membership.