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About The Alliance herald. (Alliance, Box Butte County, Neb.) 1902-1922 | View Entire Issue (Feb. 26, 1914)
Proposed Articles of Incorporation and By-Laws OF THE Alliance Commercial Club To be Passed Upon at the Meeting Next Monday Night ARTICLES OF INCOltltmATION Fnow all men by these presents, that we, the undersigned residents of the city c Alliance, Box Uutte County, Nebraska, do associate ourselves together for the purpose of forming and becoming a body cotporate under the laws of the State of Ne braska. ARTICLE I The name of this corporation shall be the "Commercial Club of Alfiance, Nebras ka." ARTICLE II The principal place of business of this corporation shall be in the City of Alli ance, In the County of Box Butte and State of Nebraska. , ARTICLE III The object of this corporation Is to bring together men of unquestioned char acter and Intelligence who are desirous of promoting the welfare and prosperity of the City of Alliance and vicinity. Its aim is to secure the cooperation of the people in the community representing the agricultural, stock raising, teal estate, banking, commercial, manufacturing, pro fessional and educational Interests. It ia not to supercede or antagonize any exlating business or social organization but by consultation and united effort to work together for the common good; to aid and encourage stock raising and experiments for more productive farming; to secure lo cation of factories and other enterprises; to promote commercial progress and dis seminate valuable commercial and econ omic information; to buy, sell, lease and nub-lease real estate; to increase social activity, confidence and harmony among all our people mutually engaged in useful occupation, and finally to use all legiti mate means to protect and foster the bus iness and social welfare of the members of this corporation. ARTICLE IV The authorized capital stock of said corporation- shall be $10,000, divided in shares of $10 each which shall be fully paid up and non-assesaabie. ARTICLE V The time of the commencement of this corporation shall be on the 00 day of 1914 and it shall continue a body corporate for the period of ninety-nine years from said date unless sooner dis solved by operation of law. ARTICLE VI The highest amount of indebtedness to which this corporation shall at any one time subject itself shall be two-thirds of its paid up capital stock. ARTICLE VII The annual-meeting of this corporation shall be held on the .... In each year, and special meetings as provided by the By-Laws. ARTICLE VIII The affairs of the corporation shall be Conducted by a President and Vice-President and nine directors, each of whom shall be elected at the regular annual Meeting of this corporation and shall hold (Dee until their successors are elected and qualified, and until such annual meeting is held the following named persons are designated as President and Vice-President and the nine directors, to-'.vlt: DIRECTORS Said nine directors shall select and name a Secretary, Treasurer and such other of ficers as they may deem advisable. ARTICLE IX This corporation shall have a common seal which shall contain these words: "Alliance Commercial Club, Alliance, Ne braska, Corporate Seal." ARTICLE X The manner of holding the meetings of the stockholders for the election of officers and directors and the method of conduct ing the business of the corporation shall be as provided In the By-Laws hereinafter to be adopted. ARTICLE XI These articles of incorporation may be amended at any regular meeting by two thirds vote of the stockholders present or at any special meeting called for that purpose, providing that a copy of the pro posed amendment be filed with the Secre tary of the corporation and notice of the Meeting containing a copy of the proposed amendment be mailed to each stockholder whose name shall appear as such upon the books of the corporation at least twenty In Wltnes" Whereof, the undersigned save hereunto set their hands this .... . 11V-1AV ARTICLE I Membership The members of this association shall consist of three classes: 1 Active members 2 Honary members Section 1. The Qualifications for, and admission to membership; the pledges, ob ligations and duties of membership, to gether with Bundry routine prescribing the private and internal government and procedure of this association shall be con tained In a set of articles known as the Ritual, which shall first be drafted by the Executive Committee, announced at a reg ular meeting and approved and adopted by a three-quarters vote of those present at the next following meeting. Section 2. Any citizen of Alliance or vicinity may become an Active Member of this association, provided however, that he shall first pass all tests, agree to assume all obligations and abide by all the ruleB laid down In the Ritual and that his ap plication shall be accompanied by the Ini tial stock purchase of $10. Section 3. In conformity with the pro cedure as established by the Ritual this association may admit 'to honorary mem bership any person decided worthy of such consideration by reason of distinguished public services, and sucb honorary mem- bership shall confer all the privileges of active membership except the right to vote or own stock. But no actual resident of Alliance shall be admitted to membership under this section. ARTICLE II Dues Section 1. Each active member shall pay In addition to the membership fee of $10.00 monthly dues of $1.00 per month payable "quarterly In advance on the first "of January, April, July and October of each year. ; ; Section 2. -The annual dues of) each member shall commence at, and include t he month .in which he is elected to mem bership, as provided In Article One, Sec tion Two. Section 3. Membership fees and dues shall be paid in advance as provided for in section one, and negligence or refusal to make such payment within thirty days after the same Is due shall exclude delin quent members from all the privileges of this association. And in the event of his failure to pay all fees wiihin sixty days after maturity the membership fee shall be forfeited. Provided however, that such deposed member may be reinstated by a vote of the association at a regular meet ing In the same manner as is provided for new members and provided further, that his application for reinstatement shall be accompanied by the full amount of all fines, fees and arrearages. Section 4. Honorary members will not be liable for any dues. ARTICLE III Financial Policy Section 1. The fund derived from the sale of stock shall be known as the Invest ment Fund and shall be held inviolate to the purposes of permanent investment such as approved interest bearing, negotia ble securities, or for the use of the club In the real estate,' buildings, furniture and ' equipment. And it shall be distinctly and specifically unlawful to divert, the said fund to any other purposes whatsoeyer. Section 2. The revenues from the club derived from all other sources except sale of Btock Bhall constitute the General Fund from which shall be drawn the general maintenance and running expenses of the club, and available also for al other, pur poses which may be authorized by the Ex ecutive Committee. , t. . r . v U: " 'article iv I I I , Officer and Executive Committer Section 1. The Executive Committee Buhll be the Executive Body of the club and the government of the club shall be vested In them. They shall at all times have control of the property and manage the affairs of the club. The Committee shall elect a Treasurer, also a Secretary who may, or may not, be a member of the club; and such other officers or employes as they may consider advisable. They shall have power to fill vacancies in their own membership at any time. Section 2.-The President, Vice-President and other members of the Executive Committee shall be elected annually at the regular annual meeting of the associa tion us hereinafter provided. Section 3. The President Bhall preside at all meetings of the club. He shall per form air duties incident to the office, and advise the club and Executive Committee to take such action as may be deemed like ly to increase the usefulness mid prosper ity of the club. Section 4. The Treasurer shall receive and disburse the funds of the club. He shall make no disbursements except upon an order signed by the Secretary and coun tersigned by the President. He Bhall be required to give bond the amount of which Bhall be determined by the Executive Com mittee and shall be vested with no lawful authority to handle the funds of the club until the said bond Bhall have been filed with and approved by the said Committee. He shall make an annual report to the corporation. Section 5. The Secretary shall be ap pointed by the Executive Committee. It Bhall be his duty to collect and keep a record of information of value to the mem bers of the club; to conduct official cor respondence; preserve all books, docu ments and communications; collect all dues and pay same to the Treasurer and keep an accurate record of the proceed ings of the club, and all committees. He shall present a full report to the club at the annual meeting, and at such other times as the Executive, Committee may designate; and shall perform all duties in cident to his office, subject to the direction of the Executive Committee. At the ter mination of his term of office he shall de liver to the Executive Committee all books, papers and property of the club. His salary shall be fixed by the Executive Committee. ARTICLE V ' Committees Section 1. The President shall appoint the following Standing Committees subject to the confirmation by the Executive Com mittee: Finance. House. . ,. ...... . Stock Raising. Agriculture. Entertainment. Education. Manufactures and Insurance, i Transportation. 1 One ? member, of the Executive Board shall be Included in all standing commit tees and shall act as Chairman. ' Special committees may be created and appointed from time to time as required by the Ex ecutive Committee. Section 2. Reports of all Committees must be submitted to the club in writing, duly signed by the Chairman of the com mittee and filed with the Secretary of the club. - Section 3. A majority of any commit tee shall be a quorum thereof to transact business. ARTICLE VI Meeting: Section 1. The anual meeting of the club shal be held on the .each year, and the meeting shall be fixed by the Executive Committee; and a notice of same be mailed to each mem ber of the club through the Secretary. Section 2. Special meetings of the club may be called by the President, and su h special meeting shall be called by him up on the written, request of Jen members the club. Section 3. There shall be a regular meeting on the of each month, except when otherwlse or dered by the President, or a vote of the members of the club. Section 4. 'There may be social gather ings of the club at such times as Bhall be fixed by the President and Entertainment Co ml nit tee subject to the approval of the Executive Committee. Section 5. It shall be the duty of the Entertainment Committee to arrange for a dinner to be given at suitable Intervals at an expense not exceeding 50 cents per plate, to be paid for to the Secretary on or before the time of meeting by the memberi participating therein. A member wishing to., participate in these dinners must at least three days be fore the date of said dinner notify the Sec retary In writing bow many plates he may wish ut such dinner. Section 6 At these dinners and at any special meetings the call of which shall mention the Invitation of guests, visiting guests may be received and entertained at the expense of the member Inviting thetu, upon the following condition. A resident of Alliance or vicinity may be once receiv ed as a guest by the member's invitation and It shall be the duty of the member issuing the invitation to ascertain before issuing said invitation that the guest is eligible under this rule, and non-residei.t visitors may be received upon the invita tion of a member at any time, and enter tained at the expense of the club. A mem ber may entertain any one of bis family ut these meetings at his ovui expense. Section 7. 20 members present at any meeting shal constitute a quorum for the transaction of business. ARTICLE VII election Section 1. The election of the mem bers of the Executive Committee, the Pres ident and Vice-President of the association shall be held on the ....of each year, and assume the duties of their office at the first regular meeting In flowing their election. Section 2 The Secretary of the elub shall mall a notice of this election, at least ten days prior to the date thereof, to each stockholder as shown by the books of said club. Section 3. Nominations for President and Vice-President shall be made at the annual meeting and In the event of three or more candidates the voting shall be by Preferential Ballot. After the selection of President and Vice-President the remain ing nine members of the Executive Com mittee may be nominated and chosen by the system where each member votes nine candidates on a Single Ballot. When nec essary the candidate receiving the lowest number of votes shall be continuously eliminated until nine candidates have re ceived a majority of all votes cast. Section 4. No proxies shall be allowed at these annual elections, and regardlens of stockholders a member may cast but one vote. Section T.. Berore the first meeting in February following their election, the members of the Executive Committee shall elect a Secretary, a majority of the entire Committee being necessary to choice. ARTICLE VIII Trials Section 1.- The Executive Committee shall constitute a court to examine Into charges of unbusinesslike conduct, wilful ' violation of rules ajid edicts of the club. Section l. The Executive Committee by two-thlrda vote of the entire Committee shall have the power, after a notice and hearing, to suspend or expel any member for cause, and the decision of the Execu tive Committee ns to what shall be such cause shall be final. Section 3. Charges made by one or more members against another, must al ways be submlted to the President of the Club In writing; fully setting forth the complaint, and the investigation Bhall bo bnseit upon said complaint as made. Section 4. Any member who may be expelled from the club shall forfeit bin membership and bo excluded from the privileges of the club. . Section B. Any mcftnber against whom charges ure made, shall be entitled to a fair hearing In his own defense, but will not be permitted to employ professional counsel to defend bim. Section 6. The Secretary shall notify by mail, or messenger, any member who shall have charpes made against him, giv ing bim the date net for the hearing of such charges. Section 7. The Secretary shall notify by mall, or messenger, any member who shall have been suspended or expelled. Section 8. Notice of date of bearlnz, suspension or expulsion sent by registered mail addressed to the member at the local postoffice shall constitute legal notice of such date of hearing, fact, of suspension or expulsion. ARTICLE IX Amendment Section 1. These By-Laws may be a niended at any regular meeting by a maj ority vote of the stockholders presont; provided, that a copy of the proposed a mendment be filed with the Secretary of the Corporation, and notice of the meet ing, containing a copy of the proposed a mendment be mailed by the Secretary to each stockholder whose name shall ap pear as such upon the books of the cor poration, at least twenty days before such meeting. ARTICLE X Itule und Regulations Section 1. No member shall be permit ted to speak more than, twice on any sub ject up for discussion, or more than te-i miuutes each time, without the permission of the presiding officer, or by two-thirds votf of those present. Section 2. A member may personally introduce a non-resident visitor to the privileges of the club, by recording the name and address of his guest, together with his own, in the visitors register, which will entitle such person to the priv ileges of the club for a period of two weeks from date of registration. Section 3. All resolutions or motions offered Rr th consideration of the club shall be in writing, and handed to the Sec retary if demanded by any member. ARTICLE XI Order of ISiiKitiehN Section 1. Al each regular meeting the order of business shall be as follow: 1. Roll Call. . 2. lug. 3. 4. 5. 6. 7. 8. Reading Minutes of Previous Meet- Communications. . Special Order of Business. Unfinished Business. Reports of Committees. General Business. Adjournment. ARTICLE XII Suspension of Ituloa Section 1. The regular order of bur nous, may be suspended up m motion r that effect by ft two-thirds vole ,t tL members present. ARTICLE XIII Resignation Section 1. All resignations of tnr bers shall be In writing c. Jt'cessed to the Secretary; and If nny resignation slioul-f be made while the member Is delinquent in any dues payable to the club, the mem ber presenting it rhall not be relievo I from liability for the dues of the quarter ly period entered upon. No member of the club shall withdraw honorably unitl all du ob are paid. ARTICLE XIV Circulating of Petition Section 1. The members or the dull hereby pledge themselves respectively, with all their good wW and Influent, to support the following plan of regulation of the circulation of petitions, lists, don tlons, subscriptions or pleas, calculated to separate men from the'r money, or thing of valua. for either advertl dtr, or charlta mle purposes; Tlx: that before any mem ber shal) give or promise In response to, or furtherance of any such petition, list, donation, subscription or pica, the same must be presented together with a written certificate of the Secretary of this club certifying that the circulation thereof is countenanced by this club, and which cor-' tlficate shall particularly describe tlx.' ob ject, the name of the beneficiaries of suui project; und shall bear date vlthin thlr'r days of the presentation of suk! initloa. list,' donation, subscription or plea; pry vided, however, that notalng herein shail be prohibitive of donating to affairs cham pioned for a public municipal improve ment, or championed by any Incorporate! society, or duly organize 1 branch of such, organized society within Uox Butte coun ty; having Included In its charter provi- Ions, statement of ct.avi table, religious or' educational objects among its. principal stated objects of Incorporation nor as pro hibiting advertising in ny regular ostaV Uahed newspaper t-r periodical. No requcstd fo.- donations or uh edi tions will be entertained nor advert la ments placed In any but osUtlishe I vabJ: cations unless a rertiuYufe from the Com mercial Club .of Alliance countenancing the circulating of such request or publica tion has been obtained. Before any such certificate countenancing any uuch circti latlng shall be given the details of tho pro poned plan, object and ;urponps; and th rates of advertising in p oper case shall be set forth In proper fjinn and sent to the Secretary of this club i.nd left With hlu for at least one day, unless sooner ready for delivery, - The Secretary shall refer the matter to a secret comuiitU'fe of three member of the club, which committer shall be ap pointed from time to tin m the pleaturi and discretion of the Pr: ddent from th entire list of members; an J no member appointed shall rcfuso to serve; neither shall any member ilivul- j tin name of any committeeman serving ia any case, and names of such Cin mitl -. nu r fhall not twj recorded in any record; nelir shall tL-j Executive Committee t. .he t'Lb be enti: led to know the names .. su a Cummin- unless the Executive Committee shall by resolution call for thi name, and In which event they shall be In : ecret Executive session, and under obligations of secrecy; and at the discretion of said Committee the previous appointments may be vacated, but the order or resolution of vacation shall only be identified by giving dates, or by. referring to a certain Committee whlci acted upon certain proposals for obtaining of such certificates, but la no case shall the name of the Committee be divulged. The member who shall violate this ee t'on of these By-Laws may be suDject to ft fine of $5.00, payable la cash upon convic tion thereof, by action of the Executive Committee after reasonable bearing be had, and failure or refusal of prompt pay ment thereof may subject said member to expulsion from the club. ARTICLE XV (iovertuneut of Club Room . Section 1. Tbe Executive Committ-.-e shall arrange for club rooms with buffet service; and provide for janitor service-. Tbe Club shall be the headquarters and home of the association and which at all times shall be open to members of the as sociation. Section 2. -It shall be unlawful to keep, handle or serve any drinks or refresh ments of an Intoxicating nature at the td Club Rooms. ' Section I. It BBsi: be unlawful to'p'ay any games of chance or skill for money stakes In the said Club Rooms. Sertlon 4. The Executive Ooaonlttce shall cause suitable printed ane fnusetf notices of the two foregoing sections to be hang conspicuously on the wan of the Club Rooms. , 1 ... j