IMAGE EVALUATION TEST TARGET (MT-3) // W ^s :/. » > President: W. D. MATTHEWS. Vice-President : W. R. WADSWORTH. Secretary & Treasurer: J. E. KIRKPATRICK. Wm. Gooderham, Jr. H. J. Boulton. Thos. Flynn. K. Chisholm. S. W. Farrell. J. S. McCuaig. S. A. Oliver. Peleg Howland. Wm. Galbraith. Jas. Young. J. G. Worts. IL Spratt. a. V. Delaporte. W. H. Kowuvnd. 7 I 7 Whereas certain persons hereinafter mentioned have petitioned for the incorporation of themselves and others as the Toronto Corn Exchange Association, and to be invested with certain powers hereinafter mentioned, and it is expedient to grant their prayer ; Therefore Her Majesty, by and with the advice and con- sent of the Senate and House of Commons of Canada, enacts as follows : — 1. Wm. H. Howland, W. D. Matthews, J. E. Kirkpatrick, B. R. Clarkson, Robert Spratt, J. T. Culverell, Thomas Fiynn, Douglas I^idlaw, William Galbraith, Thorne Brothers, H. N. Baird, Good- erham and Worts, Thomas Duncan, James Brunskill, J. Harris, R. Bradford, Geo. A, Chapman, Thos. Ashover, S. W Farrell, Thomas Drysdale, Thos. C. Chisholm, James Young, William Gooderham, junr., Winans Butler cSi Co., H. S. Howland, John Stewart, W. H. Knowlton, P. Howland, A. W. Godson, J. H. Mc- Naim, K. Chisholm & Co., Joseph Gibson, A. M. Cannon, Mel- ville Fair & Co., S. A. Oliver, H. J. Boulton., D. Clark, James Braden, James Coleman, W. Ryan, S. P. Irwin, W. &. J. Spink, W. R. Wadsworth, Simon Plewes, J. S. Rutherford, Gibson Cook, Isuac Warcup, Wm. Lukes, Laidlaw & Nicol, and A. V. De La- porte & Co., and others already associated with them, and all those who may hereafter become associated with them, shall be, and are herebj constituted a body politic and corporate, by the name of the "Toronto Com Exchange Association," and may, by that name sue and be sued, implead and be impleaded, answer and be an- swered, defend and be defended, in all courts of law and equity, and by that name, they and their successors shall have perpetual succession, and may have a common seal, and may change and al- ter the same at pleasure ; may acquire for themselves and their successors, under any title whatsoever, property real and personal ; may alienate, sdl, convey, lease or otherwise dispose of the same /^//i'V*- ACT OF INCORPORATION. or any part thereof, from time to time as occasion may require, for such price or prices, and on such terms or conditions as they may see fit ; and may, should they see fit, acquire other real aud i>er- sonal estate for the jjurposes of this Act ; may borrow money on the hypothecary security of the immoveable property of the Cor- poration for such time, and on such terms, and at such rates of in- terest as they may see fit ; provided, always, the (I ear value of the real and peisonal estate together held by the said Corporation at any one time, shall not exceed One Hundred Thousand Dollars ; and provided also, that the said Corporation shall not have or ex- ercise any corporate powers whatsoever, except such as are ex- pressly conferred by this Act, or which are necessary for carrying the same into effect. 2. The objects of the Association are hereby declared to be ; — (i) To compile, record, and publish statistics, and acquire and distribute information respecting the Produce and Provision Trade of the various Provinces of tht Dominion of Canada, to make connections in each of the said Provinces with a view to accom- pHsh the said object in the most efficient manner, by the formation of Branch Associations or otherwise, and to promote t'ne establish- ment and maintenance of uniformity in the business customs and regulations among the persons engaged in the said trades through- out the Dominion. (2). To provide and regulate a suitable build- ing or room for a Com Exchange and offices in the City of Toronto, and to encourage the centralization of the produce and the provi- sion trades of the city thereat ; to 'promote the establishment and maintenance of uniformity in business of its members and those dealing with them ; to compile, record, and pubHsh statistics res- pecting the same ; to promote the observance of such regulations and requirements as may be by by-law established, not being con- trary to law ; and to adjust, settle, and determine controversies and misunderstandings between persons engaged in the said trades, or which may be submitted to arbitration as hereinafter provided ; to which ends the coq>oration is hereby empowered by vote of the majority at any annual, quarterly, or special meeting of the Asso- ciation, to make all proper and needful by-laws for its government, for the maintenance and due regulation of the Corn Exchange Of- fices and property thereof, for the raising of capital, not exceeding in amount the aforesaid sum of one hundred thousand dollars, by the issue of transferable shares or otherwise, for the appointing of the conditions under which shares may be transferred or forfeited, for the employment of a secretary and such clerks and other offi- cers and servants as may be necessary, for regulating the mode of voting at any ordinary or general meeting, and to determine whe- ther the Presiding Officer shall or shall not vote, or shall or shall ACT OF INCORPORATION. < not have a double or casting vote in case of a tie, and for all and any other purposes, within the powers conferred by this A( t. and for the administration of their affairs generally; provided always. such by-laws are not contrary to law ; ind further, to ameisii and repeal such by-laws from time to time in manner provided by such by-laws, and generally shall have all needful corporate powers for the purposes of this Act. 3. The affairs, business, and concerns of the Corporation hereby created, shall be manag 1 by a President, Vice-President, Secre- tary, Treasurer, and seven or such other number of managers as may be provided by the by-laws, all of whom shall be members of the Association, and shall together constitute and be called the Committee of Management, and be elected annually at such time and place as may be provided by the by-laws ; all vacancies which may occiu- in the said Committee by death or othen^ise, shall be filled by the said Committee, and a majority of the number of the said Committee shall constitute a quorum for the transaction of business. 4. The said W. H. Rowland, W. D. Mattlie\vs, J. E. Kirk- patrick, B. R. Clarkson, Wm. Gooderham, junr., H. N. Baird, VV. R. Wadsworth, S. W. Farrel, Thomas Flynn, and Henry J. Boul- ton, shall be the Committee: of Management, until others under the provisions of this Act shall be elected in their place, and the Com- mittee hereby appointed, shall, until the said election, have all the powers assigned to the Committee'of Management of the said Cor- poration by this Act, and shall have power to open Stock Books, receive Subsc^ptions of Stock or Shares, and to do all matters and things necessary for the full organization and working of the Asso- ciation. 5. No Member, Office Holder, or Shareholder, shall in any manner be liable to, or charged with the payment of any debt or demand due by the Association, beyond the amount of his unpaid subscribed Share or Shares in the Capital Stock of the Corpora- tion. 6. An Annual Meeting shall be held for the election of the Committee of Management (and for such other business as may be brought before such meeting) at such time and place, and under such regulations and notices as the By-laws of the Corporation shall determine, and may be adjourned as decided at such meeting ; but in case of any accident, failure, or neglect to hold such general flection, the Corporation shall not thereby lapse or terminate, but ACT OF INCORPORATION. shall continue and exist, and the old ofticcrs shall hole offcc until the next general election, or until such other period as may be pro- vided for in tho By-laws. 7- The Corix)ration may admit as Members such persons, resi- dents of Canada, as they see fit, and may expel any Member for such reason* and in such manner as may be by By-law ap- pointed. 8. The Corporation shall have power to provide by By-law for the election and appointment by nomination of Arbitrators, Mem- bers of the Association, to hear and decide controversies, disputes, or misunderstandings relating to any commercial matter which may arise ^tween Members of the Association, or any persons whatsoever claiming by, throug'.., or under them, which may be voluntarily Submitted for arbitration by the parties in dispute ; but nothing shall prevent the parties in any case from nammg Mem- bers of the Association, other than Members of the Committee of Management, as the Arbitrators to whom the matter shall be sub- mitted. 9. Members and persons assenting to an Arbitration by an in- strument in writing, signed by them according to the form in the Schedule A to this Act, shall be understood to have submitted to the decision of 'the majority of the Arbitrators, who, under any By-law, or by nomination by the parties, or the submission, may be appointed to hear the case, and to decide upon the same. 10. The Elected Arbitrators shall, after their election, and be- fore they act as Arbitrators, take and subscribe an oath before any Justice of the Peace, or any Commissioner appointed to receive affidavits in the Superior Courts (who are hereby empowered to administer such oaths) that they will faithfully, diligently, and im- partially perform their duties as Arbitrators, and will, in all cases to be submitted, give a tme and just award according to the best of their judgment and ability, without fear, favor, or affection, of or for any party or person whomsoever ; and Arbitrators nomina- ted by the parties shall, in each case before they act, take and subscribe a similar oath, in manner aforesaid ; and such oath may be according to the form in Schedule B of this Act. 11. The three members appointed to hear any case submitted for arbitration, as aforesaid, or any two of them, shall have full ix)wer to examine upon oath (which oath any one of such three jjiembers is hereby empowered to administer and which may be ACT OF INCORPORATION. according to the form in Schedule C of this Act) any j^arty or wit- ness who, appearing voluntarily before them, shall be willing to be so examined, and shall give their award thereupon in writing, and their decision, or that of any two of them, given in such award, th^ll bind the parties according to the terms of the submission and the provisions of this Act. 12. The Corporation shall at all times, when thereunto re- quired by the Governor or by either of the Houses or Parliament, make a full return of its property, real and personal, and of its re- ceipts and expenditure for such periods, and with such details and other information as the Governor or either of the Houses of Par- liament may require. 13. V/henever the Merchants engaged in the Produce or Pro- vision Trades in any city, town or village in Can? -la, desire to form a Branch Association in their respective cities, towns or villages, in cr lection with the Head Association hereby incorporated, they may notify the Secretary of the Head Association thereof, and of the names of their members and proposed officers, and so soon as they shall have obtained a certificate us hereinafter mentioned, they shall become entitled to the powers and privileges, and subject to the regulations hereinafter contained in respect of Branch Associa- tions. 14. The Certificate of the Secretary of the Head Association that a Branch had become affiliated therewith may be in the form of Schedule D to this Act, and may only be issued by order of the Committee of Management : Provided always, that no certificate shall be issued to any Branch Association unless and until the terms of payment for mutually furnishing trade statistics and in- formation between the Head Association and such Branch Associ- ation, shall be agreed upon for at ieast one year ensuing aflliliation, and until the mode of settling and fixing the said terms of pay- ment for the future shall be alsc agreed upon, and such terms of payment shall be settled with reference in all cases to the actual cost of collecting and transmitting such information, and not with a view to such payments being a source of profit to the Associ- ation receiving them. 16. Any certificate of afriliation may be at any time revoked and cancelled by the Head Association by resolution passed a*^ a General Annual Meeting, and thereupon the Branch Association whose certificate is so cancelled, shall cease to havv, any of the privileges by this act conferred upon Branch Associations . Pr*^- vided always, that the Committee of Management shall have given 8 ACT OF INCORPORATION. notice in writing of the intention to bring forward such resolution to the Secretary of the Branch Association at least three months before such Annual Meeting. 16. Each Branch Association shall elect annually f; jui among those of its members, who are ordinary members in good standing of the Head Association, a President ; and each person so hold- ing the office of President of a Branch Association shall be fx officio an Honorary Vice-President of the Head Association. The other officers and members of Branch Associations shall be elected and admitted as may be provided by their by-laws. IT Ever) Branch Association shall have the right to collect the subscriptions of members thereof, and to apply the same to the renting of necessary rooms for meeting, to the payment of a Secre- tary, to the collection and distribution of trade statistics and inform- ation, and to any other legal purpose for the promotion of the in- terests of the Produce and Provision Trades in the places where such Branch Associations may be established. 18. All disputes or misunderstandings relating to any commer- cial matters which may arise between Members of any of the Branch Associations, or between Members of any Branch Associa- tion and Members of the Head Association, may be referred for settlement by a voluntary submission to Arbitrators appointed un- der this Act, and the provisions of this Act shall be binding upon the parties to such submission. 19. It shall be the duty of the Head Association to lumish to each of the Branch Associations, and it shall be the duty of each Branch Association to furnish to the Head Association, respective- ly, regular Market Reports and other information relating to the Produce and Provision Trades upon terms of payment to be set- tled as hereinbefore provided. 20. The Secretary of each Branch Association shall transmit annually, immediately after the annual meeting of such Branch As- sociation, to the Secretary of the Head Association a statement over his signature shewing the Office Holders and the Members for the current year. 21- In all respects not provided for by this Act the said Branch Association shall have full power to make all proper and needful By-laws not contrary to law for their own government and the re- gulation of their aftairs, and shall have power to amend and repeal all such by-laws from time to time- ACT or INCORPORATION. 9 21. In all cities, towns and villages in Canada where there are no Branch Associations under this Act and where Boards of Trade exist, it shall be lawful for any suv,h Board of Trade to pass a re- solution, at a Special General Meeting called for the purpose, de- claring the desire of such Board to become affiliated with the Head Association hereby incorporated, and after such resolution shall have been communicated to the Secretary of the Head Association then such Board of Trade shall become entitled to the powers and privileges and subject to the regulations hereinbefore contained in respect of Branch Associations. SCHEDULE A. TERMS OF SUBMISSION. Know all men that we of and of having a difference as to our rights in a case touching have agreed and bound ourselves to abide by and perform the award to be made under the Act in- corporating "The Toronto Com Exchange Association," and we hereby agree to submit our said differences and all matters con- nected therewith ; To the Arbitrators appointed under the authority of the said Act or To the said named by the said with power to the said Arbitrators to name a third. And we agree that the said award of the said Arbitrators, or of a majority of them, or the award of a Board of Review under the said Act, shall be final and conclusive to r.ll intents and pur- poses between us ; and we agree to pay such costs, fees and ex- penses as may be directed by such award. In witness whereof we have hereto set our hands and seals, at Toronto, this day of 18* Signed, sealed and delivered in presence of and to named by SCHEDULE B. FORM OF OATH. — .'VHBITRATORS. I, solemnly swear that I will faithfully, diligently, and impartially perform my duty as arbitrator. 10 ACT OF INCORPORATION. and I will [in all cases] or [in the case between and now] su omitted to me, give a true and just award according to the best of my judgment and ability, without fear, favor, or affection, of or foi any party or per- son whomsoever So help me God. • SCHEDULE C. FORM OF OATH. — WITNESSES. I solemnly swear that I will true answer make to all such ciuestions as shall be asked of me as a witness under examination in this case, between and and therein I will to the best of my knowledge, inforni.ition, and belief, speak the truth the whole truth, and nothing but the truth. So help me Ciod. SCHEDULE D. FORM OF CERTIFICATE OF APPLICATION FOR BRANCH ASSOCIA- TION. This is to certify that the Branch Com Exchange Association, of the • of in the Province of has complied with the requirements for affiliation with the Toronto Corn Exchange Association, and is now entitled «:o all the privileges and subject to all the conditions of a Branch Association under the Act of incorporation. In witness whereof the said Toronto Corn Exchange Associa- tion, has hereunto caused to be affixed their Corporate Seal at To- ronto, this day of A.I)., i8 (Signed) (Signed) A. B. (L.S.) President. C. D. Secretary. rtamblt. We, the Members of the Toronto Com Exchange Association, having a desire to advance the Commercial character, and promote the Commercial interests of the City of Toronto, and wishing to inculcate just and equitable principles in Trade, establish and maintain uniformity in the Commercial usages of the city, acquire, preserve and disseminate valuable business information, and with a view to avoid and adjust, as far as practicable, the controversies and misunderstandings which are apt to arise between individuals engaged in trade, when they have no recognized rules to guide them, by virtue of the power vested in us by the preceeding charter, do hereby agree to be governed by the following rules and By-laws : OF THE TORONTO CORN EXCHANGE -A^S0CrA.TT03ST. ARTICLE I. RESPECTING THE MANAGEMENT. 1. The Comn'.ittee of Management shall consist of a President, Vice-President, Secretary and Treasurer, and seven Managers, who shall meet monthly on the first Tuesday of each month. The Committee of Arbitration shall consist of a Chairman and six members, who shall be chost at th.^ Annual Meetingto serve during the following year; but parties may, in any case, name mem- bers of the Association, other than members of the Committee of Arhilration, as arbitrators to whom the matter shall be submitted. 2. The Committee of Management shall have power to lease a Building or Room for the purpose of a Corn Exchange, and such other Offices as may be required ; and, for a fair consideration, to // allow the use of the same for Sales of Real Estate and other pur- poses not inconsistent with the character of the Association. 3. The Committee of Management shall have power to employ an Assistant Secretary, or such other Cfficers as may be necessary. 4. The Committee of Managen.ent shall have power to estab- lish such rules as may be necessary to regulate the meetings for 'Change, and generally such rules as may be required for the man- agement of the Room and Offices of the Association. 5. The Committee of Management shall have power to make such use of any comnercial statistics collected for the Association, of the quotations collected in the Room, and of the circulars and reports that may be published by the Association, or under its authority, as shall, in their opinion, be most profitable, 14 BY-LAWS. 6. The Committee of Management shall have power to admin« ister the general affairs and concerns of the Association. 7. The Committee of Management may, from time to time, nominate one of its members as Assistant Secretary, to aid, and, as may be, to supply the place of the Secretary, and may, in special cases, delegate its powers to Sub-Committees; but it shall appoint, from its own members, two standing Sub-Committees : one to be called the Room Committee, whose duty shall be to counsel and aid the Secretary and Treasurer in all matters connected with the Com Exchange; and the other to be called the Finance Conu mittee, whose duty shall be to counsel and aid him in all financial matters, and to audit his accounts. 8. The President shall preside at aU meetings of the Associa- tion, or of the Committee of Management, and shall be a member ex-officio ofall Standing and Special Sub-Committees, and shall have and exercise a general superintendence over the affairs of the .As- sociation. In the absence of the President, the Vice-President shall perform all the duties of the President. If at any meeting of the Committee neither be present, the Committee may appoint a President, pro tempore. 9. The Secretary and Treasurer shall receive all dues, and pay all claims approved by the Finance Committee; and shall keep a regular account of the financial affairs of the Association, and pro- duce an abstract thereof at each quarterly meeting, and a full statement at the Annual Meeting. 10. The Secretary and Treasurer, under the superintendence of the Committee of Management, shall be the Executive Officer of the Com Exchange, shall receive all dues, shall keep the books of the Association and conduct its correspondence, reum copies of all official letters, and preserve all official papers ; and shall keep accounts of all meetings, and an accurate account of the actions and business of the Association ; and he shall give proper notice of all regular and special meetings, and as soon thereafter aa practicable, shall draw up the Annual Report for the year preced- ing. An Assistant Secretary shall be appointed by the Committee, with a fixed salary, whose duty it shall be to collect all statistics ordered by resolution of the Committee, note and exhibit state- ments of the daily Receipts and Shipments of Produce, and daily Arrivals and Dt .iartures of Vessels; exhibit lists daily corrected of the Vessels in Port, where Berthed and where Bound, and the names of their respective agents ; and shall attend every meeting of the AcsQciat'on on 'Chansfe; and shall record all sales or aerree- BY-LAWS. »s ments relating to Produce or Shipping, and shall record all statis- tics gathered each day in a book kept for that purpose, and per- form all duties that properly pertain to his office. n. A book for the registration of strangers shall also be kept, in which any Menibe- introducing a stranger shall enter the name and address of the party so introduced, and his own signature ; but none others than Members of the Association shall be allowed to transact business on 'Change. ARTICLE II. RESPECTING MAINTE>f ♦NCE. 1. Th** annual fee to be paid by Members shall be ten dollars, payable always in advance, and shall be renewable on the ist of May iw e-".ch year. 2. All funds arising from whatever source shall go into the common fund -of the Association ; and, should the revenue not be sufficient to meet expenses, the Committee shall have the power of assessing Members /ro rata to the amount of the deficiency. ARTICLE III. RESPECTING MEMBERS. 1. Any one applying to the Secretary and Treasurer, and being approved by the Committee of Management, and his election con- firmed at any general or special meeting, may become a Member of the Association upon payment of the regular subscription, ard on signing an agreement to be governed by its Constitution and By-laws. 2. The payment of one annual subscription by any firm con- sisting of not more than two members, shall constitute both the partners of said firm Members of the Association, but shall entitle the firm to one vote only in any business proceedings of the Asso- ciation. 3. Members desiring to withdraw from the Association shall do 80 by letter of resignation addressed to the Secretary and Treas- urer, which letter shall have effect, provided all arrearages are paid. Members failing to give such notice shall be held to all the respon- sibilities of Membership. 4. Any Member failing to pay his dues for one month from the time when they have become due, may, at the discretion of the Commmittee of Management, be suspended until such payment is made. |6 BY-LAWS. 5. Wi)ful violation of the Constitution or By-laws, withholding payment of dues after suspension, reporting quotations to the Secretary and Treasurer, or Assistant Secretary, knowing them to be false or fictitious, breach of business contracts, either written or verbal, or other dishonourable conduct in business, on the part of any Member, when submitted to the Committee of Management, shall, upon sufficient proof thereof, and after the party charged therewith has had an opportunity of defending himself at any regu- lar or special meeting of the Association, be followed by expulsion, provided that the vote to expel be carried by at least two- thirds of all the Members present. The names of parties who may have left the country nnder dishonourable circumstances may be removed from the roil of Members by the Committee of Man- agement. 6. Members shall have access to the Room at all duly appoint- ed hours ; shall have the right of introducing strangers thereto, but not for a longer period than one week without the consent of the President or other Officer; shall have access to all the daily tele- grams of news, to all market reports, all recorded statistics, records of the business proceedings of the Association, records of all arbi- trations when closed, and shall have the right to purchase, nego- tiate and engage, and also to sell, and to exhibit samples ; and generally may exercise all the privileges of membership granted under the Constitution and By-laws. 7. Members introducing strangers to the Com Exchange will be considered responsible that such persons shall not pur- chase, sell or trade in the room, except through a Member of th« Association. 8. Each Firm or Business House, members of this Association, may be represented on 'Change by aclerk, or other person connected with them in business, not a member— but no such lerk or person shall be entitled to transact any business on the floor of the Exchange Room for himself or for any other person than the Employer whom he represents. ARTICLE IV. RF^PECTING ARBITRATIONS. I. All questions of disputes or misunderstandings which may arise between Members of the Association, may be submitted for settlement to the Committee of Arbitration, at the request of one or both parties made in writing, addressed to the President or SeC' retarv-Treasurer of the Association. BY-LAWS. 17 a. Should either party in the dispute, refuse to submit to Arbi- tration, the case shall be referred in writing to the Committee of Management, by the party deeming himself aggrieved, who shall produce evidence to the satisfaction of such Committee, that he has just grounds for his complaint, when the Committee ot Management shall require both parties to submit their difficulty or misunderstanding to ihe Committee of Arbitration. 3. If, after such decision has been given by the President and Committee of Management of this Association, the Defendant in such case shall still continue to refuse to submit his case to the Board of Arbitrators tor their decision, such determination on his or their part, shall be considered a flagrant breach of ihe Constitu- tion and By-Laws of this Association, and shall be deemed sufficient grounds for suspension or expulsion from this Exchange — provided always, that such expulsion shall be decided on, after the case shall hi^vebeen submitted to a full meeting of the Association and the same agreed to by a two-thirds vote of all the Members present — due notice having been first given to the party or parties that such meeting will be held, when an opportunity will be given them of being heard. 4. It shall be the duty of the Secretary, immediately after the Association have passed a Resolution for the expulsion of any Member, to inform such Member of their decisio'i, in writing, and fonvard to him at same time a copy of said Resolution, and also to take the necessary steps to prevent such Mem- ber from partaking in any way of the privileges of this As- sociation. 5. If at any time, for good and sufficient reasons, it may be deemed advisable Lo re-instate a Member who has been expelled, it may be competent to do so, provided always, that the same be decided on by Resolution of a two-thirds vote of a full meeting of the Association. 6. The Arbitrators in a case shall, equally as regards numbers, be nominated by the several parties in a dispute, and the said par- ties may either agree to empower the Arbitrators named by them to call in the assistance of an Umpire in the event of a tie, or agree upon an Umpire themselves before the case is consideied. Parties in a dispute desirous of having Arbitrators named by others, must assume the nominations of such as their own. 7. Parties in a dispute availing themselves of the Arbitration powers granted to the Association, must commpnicate with the jH^^^^^ X8 BY-LAWS. Secretary and Treasurer or Assistant Secretary, sign t'ue act of sub- mission in due form before him, therein name the Arbitrators, and insert a clear statement of the case. 8. Members of the Association may not act as private Arbitra- tors in cases that come within the province of the Association. 9. The fees for Arbitration, under the sanction of the Associa- shall be as follows : For each award under $250 $6 " from $250 to $500 10 " " 500 to 1000 12 " " 1000 to 1500 18 " " 1500102500 25 « " 2500 to 5000 50 M " 5000 and upward 50 For matters rot involving pecuniary transactions, the fees to be charged in proportion to the time and trouble, and referred, if objected to, to the Committee of Management. These fees shall be paid to the Secretary foi the benefit of the sitting Members as Arbitrators and in addition, the Secretary shall be entitled to $2, for each case submitted. ARTICLE V. RESPECIINO MEETINGS. 1. The Annual Meeting of the Association for the election of the Committee of Management and other business shall be held in the Corn Exchange, on the first Tuesday in May of each year; and quarterly meetings shall be held at the same place on the same day in the months of February, August and November. But, in the event of any of such days being specially objectionable, the Tuesday first following shall be chosen. Any meeting may be adjourned by resolution of the majority present ; and the Presi- dent or Vice-President may direct special meetings to be called when necessary, or on requisition of any ten Members of the As- sociation, in which case the requisition shall state the object of the meeting. 2. Annual Meetmgs shall be advertised twice in each of two of the daily newspapers of the city ; and notice thereof shall also be given by circular. Notification by circular, or otherwise, shall h/» BtiflFlripnt for all nuarterlv and soecial meetines. BY-LAWS. ^9 3. Twenty Members at an annual meeting, and fifteen at any quarterly or special meeting, shall constitute a quorum. 4. In the event of there not being a (/uorum at any aniMul or adjourned meeting, a fine of fifty cents may, at the discretion of the Committee of Management, be adjudged against absentees, for which purpose it shall be a rule to call the Roll at sutl meetings. 5. The order of business, when not changed by order of the President or Vice-President, to be observed at all regular meetings, sliall be the f >llowing : ist. Minutes of preceding meeting. 2nd. Report of Secretary afd Treasurer. 3rd. Report of Standing Committees. 4th. Report of Special Committees. 5th. Unfinished Business. 6th. General Business. 7th. Election of Officers. All motions shall be made in ./riting, wi.en so called for by any member. No debate shall be allowed except on a motion regularly before the Chair, but a motion may be prefaced. The previous question, when moved, must be seconded by at least three members. The President shall be judge of all questions of order. 6. At Special Meetings, the subject for which it is called shall take precedence of all others. ARTICLE VI. RESPECTING ELECTIONS AND VOTING. 1. All Members in good standing, and whose assessments or dues shall have been paid for the current year, shall be entitled to vote. 2. No proxy shall be allowed. 3. The President, Vice-President, or acting President, may vote on the occurrence of a tie. 4. By motion regularly carried, any resolution or proposed action may be voted upon by ballot, and on any matter allowed to go to an open vote two members shall be entitled to call for tke veas and navs. •0 BV-LAWS. 5. In elections, all voting shall be by ballot, unless dispensed with by unanimous vote of the meeting ; but the ballot or voting shall proceed only on such names as may have been nominated by Members present. 6. Ihe President, Vice-President, and Secretary and Treasurer, shall be eiected by separate ballots, or voting, and the managers by a general ballot, or voting. 7. In all elections a plurality of votes shall constitute a choice. .'\RT1CLE Vil. The following definition of the different Terms of Trade are to be accepted by the Members of the Association in their deal- ings with each other ; and in all cases of arbitration, or at law, where the said Terms are in (picstion, these definitions shall be held to constitute the custom or nile of the Trade, as between Members of this Association : — DEFINITIONS OK TERMS UENF.RAM.V IN USE IN BUYING AND SELLING GRAIN, FLOUR, PRODUCE AND PROVISIONS IN THIS MARKET. All sales made without specified conditions, will be considered as strictly free of charge (f o.c.) ,The seller to be under no obligation to furnish conveyance. Ail business days mentioned to be terminable at three (3) o'clock, P.M. "^ O B. To be interpreted as Free ON Board Sailing, OR Stfam V^c^hL or B.\r(ii. -such conveyance, iinles.i .specially agreed on, to be provided by the buyer ; and in case he fails to provide such con- veyance within three day> after date of sale, he is recpiired ':o take the prcperty as it lies, free of all shipping charges, on presentation by the seller of a proj)er warehou^ receipt. During the three days, the property to be at seller's "risk of fire, but after the three days have elapsed, to to be at buyers risk. When the grain is being shipped into vessel, to be at buyer's risk ; and, if not insured bv him, the seller to be at liberty to BY-LAWS. • I insure the cargoe, and to charge the same to the buyer. The sei.cr to give the buyer not less than five days free of storage. Cooperage of flour under this term being always the duty, and at the expense of the seller. The same rule to api)ly to butter and other cask goods. F (). B. simply, not to apply to sales in which the shipment is made by Railroad Cars, P. O. B. Oars, when the ttrm will W distinctly f o. b. cars, and in this case 'he selkr li.is to provide the cars, and receive payment on presentation of original shipping bill. P. O. 0. These initials mean " Free of Charges." The charges indicated being: — ist. All b.ick charges on the property, such as Railroad fri ., it, unting, and elevating. and. The current term of Storage, the latter being according to the regulations of the Ele- vator or Warehouse in which the property is placed, except in case of any special an-ange- ment made by the seller with the proprietors of such Warehouse or Elevator, when the buyer is to have the benefit of such arrangement, unless specially provided for otherwise. The property to be at buyer's risk of fire on delivery. The Term " Free in store " to be interpreted as having the same meaninp as F. O. C. The sell- er to give the buyer not less than five days free of Storage. In Store. This term is to be interpreted as follows : — That the property and the buyer is subject to any and all charges of Storage and Elevating, which may be said to have been ])roperly incur- red in the Elevator or Warehouse, but not in any way rendering the buyer liable to any charges, such as freight, shunting, or others, which may have been incurred on the stuff before entering such Warehouse or Elevator. The property to be at buyer's risk of fire immediately on delivery. In al' sales F. O. C, and in Store, where the property is liable to any back charges, such as shunting, fireight, 6ic , such charges should be a BY-LAWS. specified by the Warehouseman on the Ware- house Receipt; and if such be not the case, the seller to satisfy the buyer that such charges are paid, or deduct them from the Invoice. OHk TVack. This term to mean the delivery of the property in the Cars of the Railroad, in the yard, or on the track where such Cars are ordinarily placed after arrival in the City, or at any station on the line of road where the sale may be made. The property to be Free of Charges in its then posi- tion, and delivery to be made by the Railroad advice note, properly endorsed to buyer, with freight iind shunting charges duly receipted thereon. In case such advice note be not re- ceipted, the freight and charges to be deducted from the Invoice, unless satisfactory evidence is afforded the buyer that such charges are paid. Property to be at buyer's risk immediately after delivery of order. Cash. AP sales to be for Cash, and payment to be made as follows, on the diffierent terms : — F. O. B. — On presentation of the Bill of leading, unless the three days provided for have elapsed, when the payment is to be made on presenta- tion of the Warehouse Receipt or Receipts. F. O. C. — Payment to be made on presention of Warehouse Receipt or Receipts. In Store, payment to be made on presentation of Warehouse Receipt or Receipts. ON TRACK. — Payment to be made on properly endorsed and receipted Railway advice note, except when the property is subject to receiv- ers' weights, when payment is to be made im- mediately on their being ascertained. In no case more than two days being allowed for ascertaining such weights. After expiration of the two days, buyer to be subject to advice note, or Invoice weights. Payment in nil cases to be made before the closing hour of the bank on the day of pre- sentation, unless by special agreement. Jj BY-LAWS. Delivery will be considered completed on presentation of proper documents in all cases of sales F. O. B., F. O. C, and in Store; also, On Track, except when buyer is allowed to weigh the property, when presentation of the Invoice of the ascertain- ed weight within the two days allowed shall be sufficient. ARTICLE VIII. GENERAL. X. These By-la ;ys may be added to, repealed or amended, by a vote of two-thirds of aU the Members present at any general or special meeting of the Association ; notice of such amendment having been given at a previous, general or special meeting, and entered upon the minutes. a. Members aggrieved by any regulations established by the Board for the management of the Room, may appeal therefrom at any general meeting, provided that notice of such appeal shall have been posted on 'Change for at least one week before the meeting.