F 394 University Library University of California • Berkeley TTWtoU' X edict* ©httr PRESS OF JOHN F. WORLEY DALLAS Charter, ©he fpalla* ©Iwb inarch l», 1887 Inarch 31, 1887 Digitized by the Internet Archive in 2007 with funding from Microsoft Corporation http://www.archive.org/details/fallofalamohistoOOnonarich ■ancroft ubpabv IO(eS%2. UWUW ! [BRAKY r »- _ IP2JX7 YfiftfiU lOMOMA'U sin ®fficzv& ©fficev** 1899-1900 W. L. HALL, President CHAS. FRED TUCKER, Vice-President BENNETT HILL, Secretary J. B. ADOUE, Treasurer L. Sherwood Sabin. Paul A. Florian. M. B. Shannon. M. L. Kaufman. J. B. Adoue. Bennett Hill. Hunter A. Craycroft. W. L. Hall. Chas. Fred Tucker. H. A. Craycroft, Chairman. J. M. Cary. M. B. Shannon. gib vary (£>oMtnitice M. L. Kaufman, Chairman. E. Dick Slaughter. II. L. Seay. Paul A. Florian, Chairman. J. T. Murphy. T. L. Camp. ©tmtrte* (S^havUv Article I. The name of this Corporation shall be "The Dallas Club." Art. II. The purposes and objects of this Cor- poration are the encouragement of social intercourse among its members, the support of literary under- takings, the encouragement of the study and cultiva- tion of literature, the maintenance of a library and reading room, and the promotion of the fine arts. Art. III. The place of business of this Corpor- ation shall be in the City of Dallas, in Dallas County, Texas. Art. IV. This Corporation shall have existence and continue for a term of fifty years from the date of the filing of this Charter in the office of the Secre- tary of State. Art. V. The number of the Directors of this Corporation shall be nine. The Directors for the first year of the existence of this Corporation shall be George W. Toland, B. A. Pope, R. V. Tompkins, J. C. O'Connor, A. Sanger, Thos. T. Holloway, F. M. Cockrell, John N. Simpson and Alfred Davis, all of whom are residents of the City of Dallas, Texas. Art. VI. The amount of the Capital Stock of this Corporation is authorized to be fifty thousand dollars, to be divided into five hundred shares of one hundred dollars each. This Corporation is author- ized to begin business as soon as twenty thousand dollars of the Capital Stock shall have been sub- 9 scribed. No one, unless he be a member of this, The Dallas Club, shall own or subscribe to stock. Membership shall be constituted in such manner as the By-Laws may direct. No one individual shall own, hold or subscribe to more than twenty-five shares of stock. No one shall become or shall be a member of The Dallas Club unless he hold at least one share of stock. Art. VII. This Corporation is authorized to acquire, purchase and hold such real, personal and mixed property as may be necesaary for the con- venient accomplishment of the purposes hereinbefore specified. (Signed) Geo. W. Toland. K. V. Tompkins. B. A. Pope. J. C. O'Connor. F. M. Cockrell. Thos. T. Hollow ay. 10 STATE OF TEXAS,! County of Dallas, j Before me, the undersigned authority, on this day personally appeared Geo. W. Toland, R. V. Tompkins, B. A. Pope, J. C. O'Connor, F. M. Cock- rell and Thos. T. Holloway, known to me to be the persons who executed and signed the foregoing in- strument, and acknowledged to me that they exe- cuted the same for the purposes and considerations therein expressed. In Witness Whereof, I have hereunto set my hand and official seal, this 9th day of March, A. D. 1887. (Signed) Lafayette Fitzhugh, (Seal) Notary Public Dallas Co. (endorsed) Charter: The Dallas Club, filed in the Department of State, March 12, 1887. (Signed) J. M. Moore, Secretary of State. 11 THE STATE OF TEXAS, \ Department of State. J I, J. M. Moore, Secretary of the State of Texas, do hereby certify that the foregoing is a true copy of the original Charter of "The Dallas Club," with the endorsements thereon, now on file in this Depart- ment. Witness my official signature and the seal of State affixed, at the City of Austin, this (Seal) 12th day of March, 1887. (Signed) J. M. Moore, Secretary of State. Dallas Club, \ January 12, 1899. J At a meeting of the Board of Directors of The Dallas Club, on the date above mentioned, W. L. Hall, President, and Bennett Hill, Secretary, the following Directors being present, viz : W. L. Hall, T. L. Camp, Wm. Thompson, J. B. Adoue and Ben- nett Hill, the following By-Laws and House Rules were adopted, to take effect from and after the 12th day of January, 1899: $»-grtW# $JJ-fiAW# KULE I. STOCK AND STOCKHOLDERS. Section 1. Only members of the Club shall be stockholders. No stockholder shall be entitled to vote unless he shall have paid the amount of his stock or who shall be in arrear in his dues to the Club. Sec. 2. Any stockholder upon ceasing to be a member of the Club by resignation, expulsion or otherwise, shall within six months thereafter dispose of his stock to a member, and upon his failure to do so his stock may be sold to the highest bidder for cash at the Club, after giving notice to the holder of said stock for ten days and advertising same by post- ing notices of such sale in the Club rooms for twenty days prior thereto, the proceeds to be paid over to such stockholder ; and the share of any stockholder who is indebted to the Club and has been in default for thirty days, and refuses to pay on demand, may be disposed of in the same way in satisfaction of the amount due the Club, any balance to be paid over to him. Sec. 3. Stock shall be transferred only on the books of the corporation and no stock shall be trans- ferred if any indebtedness is due the Club by the transferrer, or until such indebtedness is paid in full. Sec. 4. Certificates of stock shall be signed by the President and attested by the Secretary, and un- der the seal of the corporation. 15 Sec. 5. All dues or other indebtedness owing by any stockholder to the Club shall be a charge upon his stock. RULE II. MEETINGS OP STOCKHOLDERS. Section 1. There shall be an annual meeting of the stockholders on the third Monday in January of each year. Notice of the time and place of such meeting, signed by the Secretary of the Club, shall be published, at least ten days previous to such meet- ing, in some daily paper published in the city of Dallas. Sec. 2. Special meetings of stockholders may be called by the Directory ; special meetings shall also be called by the President upon the written request of thirty (30) or more stockholders filed with the Secretary. Calls for special meetings of stockholders shall set forth the objects of the meeting and no other business shall be transacted than that named in the call. At least five (5) days' notice of special meet- ings shall be given in such manner as the President may direct. Sec. 3. Thirty (30) members shall constitute a quorum at the annual meeting of stockholders. Twenty (20) members shall constitute a quorum at a special meeting. Sec. 4. No stockholder shall vote by proxy. Sec. 5. At all meetings of stockholders each stockholder shall be entitled to one vote only, irre- spective of the number of shares he may hold in the corporation. 16 RULE III. DIRECTORS. Section 1. The management of the corporation shall be under the control of the Directory. Sec 2. Nine (9) Directors shall be elected at the annual meetirig of the stockholders in each year. The Directors shall serve for one year and until their successors shall be elected and qualified. Acceptance of the office of Director shall be all the qualification necessary. Sec 3. The Directors shall elect of their num- ber a President and vice-President, and shall appoint a Secretary and Treasurer, each to serve for one year, and until his successor shall be appointed and qualified. And the Directors shall also appoint an assistant to the Secretary, who shall not necessarily be a Director or stockholder. Sec 4. The Directory shall hold a regular meet- ing on the second Saturday in each month and they shall also hold special meetings when called together by the President or vice-President ; and upon the re- quest of any three members of the Directory, the President or vice-President shall call such special meeting. Sec 5. Vacancies in the Directory or in the offices of the Club shall be filled by the Directory. Sec 6. In case of failure from any cause to elect Directors at the annual meeting of stockhold- ers, the President shall call a special meeting of stockholders to elect Directors. 17 Sec. 7. The Directory shall adopt regulations known as House Rules, for the government of the Club. Sec. 8. Club dues, in such amount as the neces- sities of the Club may require, shall be established by the Directory. RULE IV. THE PRESIDENT. The President shall preside at all meetings of the Directory and of the stockholders. He shall not vote except in case of a tie. RULE V. THE VICE-PRESIDENT. In the absence of the President the powers and duties of the President shall devolve upon the vice- President. RULE VI. THE SECRETARY AND TREASURER. Section 1. The Assistant Secretary shall keep fall and accurate minutes of the proceedings of all meetings of the corporation and of the Directors or House Committee ; shall notify the Directors of all meetings of the Board, and shall perform such other duties as the Directory may require. He shall collect all moneys due the Club and shall receive such moneys as the Directory may order, and shall pay them over to the Treasurer, taking his receipts there- for. He shall keep the accounts, books and papers of the corporation except those in charge of the Treasurer, and shall deliver the same at the end of 18 the term of his employment to the Secretary. The Secretary shall be the custodian of the corporate seal, shall attest certificates of stock, and shall have gen- eral supervision and control of the Assistant Secre- tary in the discharge of his duties in keeping the books, accounts and minutes of the Club. It shall be the duty of the Secretary to report to the Directors from time to time as to the manner in which said duties are being discharged. The Secretary shall not be authorized to receive or collect any money, nor shall he be in any way responsible for the same, and no bond shall be required of him. The Secretary shall receive no compensation for his services. The Assistant Secretary shall be paid for the performance of his duty such a sum of money as may be fixed by the Directors, and his term of employment shall be at the will of the Directory and for such a term as may be fixed by contract with him. Sec. 2. Before entering upon the duties of his office, the Assistant Secretary shall give bond in the sum of $3,000.00, to be approved by the Directory, conditioned that he shall faithfully perform all his duties as Assistant Secretary and pay over and ac- count for all moneys of the Club received by him. Sec. 3. The Treasurer shall receive and receipt for all moneys of the corporation, shall have custody of the same by direction of the Directory, keeping a record thereof, and proper vouchers for all disburse- ments. He shall make report annually, and as often as required by the Board of Directors, of all receipts and disbursements, and shall, upon the appointment and qualification of his successor, deliver to him all moneys, books and papers pertaining to his office. 19 Sec. 4. All checks and orders for money shall be signed "Dallas Club, per Assist- ant Secretary," and countersigned by the President, or, in his absence, by the Secretary or vice-President, and the Treasurer shall disburse no funds of the Club except upon such written order. The President, or, in his absence, the vice-Pres- ident and Secretary, shall sign no order for funds of the Club except by order of the Directory or upon bill approved by at least two members of the House Committee. Sec. 5. Before entering upon the duties of his office the Treasurer shall give bond in the sum of three thousand dollars ($3,000.00), with two or more sureties, to be approved by the Directors, conditioned that he shall faithfully perform all the duties of the office. RULE VII. MEMBERSHIP. Section 1. The members of the Club shall be classed, for Club purposes, as resident members, non- resident members and honorary members. Resident members shall be those residing in the county of Dallas. All members not residing in the county of Dallas shall be non-resident members. No one shall be elected an honorary member save by the unan- imous vote of the Directory. Honorary members shall not pay Club dues. Sec. 2. The number of resident members shall not exceed three hundred (BOO). 20 RULE VIII. APPOINTMENT OF COMMITTEES. The Directors may appoint such standing or spe- cial committees as they shall see fit. They shall ap- point a committee of three members who, with the President and Secretary, shall constitute a committee on membership. They shall also appoint a House Committee of three members. RULE IX. ELECTION TO MEMBERSHIP. Section 1. No one shall be elected to member- ship in the Club except upon a unanimous vote of the Committee on Membership. Sec 2. Every candidate for admission must be proposed by one member and seconded by another, other than the members of the Committee on Mem- bership. The names, residences and occupation of gentlemen proposed for membership shall be inserted in a book provided for the purpose, the names of such proposer and seconder being in their respective handwriting, and the name of such candidate, with the names of his proposer and seconder, shall be posted in the Club rooms for at least ten (10) days prior to action thereon by the Committee on Mem- bership. The names of gentlemen failing to be elected shall not be proposed again for six months. Sec 3. The Secretary shall report upon the re- sult of the election to each applicant, simply stating that his application has been accepted or rejected. 21 Sec. 4. Objections to the admission of a candi- date may be made to any member of the Committee on Membership before action thereon by the commit- tee. In case three resident members object to the admission of any applicant his name shall be with- drawn. The names of members objecting shall not be divulged outside the Membership Committee. Sec. 5. Every person elected shall, within ten days after being informed thereof by the Assistant Secretary, pay to said Assistant Secretary his en- trance or initiation fee and first monthly dues and shall then, and not otherwise, be a member of the Club, and in case he shall fail so to do his election shall be void. ^ Sec. 6. To become a resident member the appli- cant shall pay an entrace fee of twenty-five ($25.00) dollars besides being the owner of at least one fully paid up share of stock in the corporation. Sec. 7. Non-residents of Dallas county may be admitted upon payment in advance of an initiation fee of twenty -five dollars ($25.00), provided, that they be proposed and elected in accordance with the foregoing section of this rule. Such members shall be entitled to all the privileges accorded to regular members, except that of voting or holding office, but they shall not be required to own stock. Sec. 8. Members not indebted to the Club, who remove permanently from Dallas county, may be placed upon the list of non-resident members by no- tifying the Secretary in writing of their change of residence. 22 Sec. 9. The annual dues of resident members shall be thirty-six dollars ($36.00) payable in monthly installments of three dollars ($3.00) each on the first day of each month in advance. The annual dues of non-resident members shall be ten dollars ($10.00), payable annually in advance. RULE X. RESIGNATION. No resignation shall be accepted by the Directory if the member be in arrear in his dues to the Club. RULE XI. The Directory may expel or may drop from the roll of membership any member for non-payment of dues, or indebtedness to the Club, for conduct unbe- coming a gentleman, or for conduct calculated to en- danger the welfare of the Club, or for violation of any By-Laws or House Rules. But before any mem- ber shall be expelled or dropped from the rolls a no- tice shall be mailed to him, at his address as it ap- pears on the Club books, at least ten (10) days before his case is acted upon by the Directory, requesting him to show cause why he should not be expelled or dropped from the rolls. RULE XII. The name of every member failing to pay his dues within one month after the same become due shall be placed in a frame provided for such notices, of which the Assistant Secretary shall inform him in writing and if said dues are not paid within thirty (30) days thereafter, he shall cease to be a member of the Club and his name shall be erased from the 23 books, unless he can show satisfactory reasons for the non-payment thereof to the Board of Directors. Provided, however, that before any member shall be dropped from the rolls, a notice shall be mailed to him at his address, as it appears on the Club books, at least ten days before his case is acted upon, re- questing him to show cause why he should not be dropped from the rolls. RULE XIII. All indebtedness to the Club on account of bar, res- taurant and sleeping rooms shall be due on the first day of the month succeeding the one in which it was contracted; and if not paid by the tenth day of said month, then the Assistant Secretary shall proceed to post the delinquents and they shall be subject to be dropped from the rolls as provided for in Bule XII. RULE XIV. If any member shall cease to be a stockholder in the corporation by transfer of his stock, forfeiture or otherwise, his membership shall be entirely termi- nated. RULE XV. THE HOUSE COMMITTEE. The House Committee shall meet at least once in each week. They shall make all current purcha- ses for the ordinary uses of the Club or direct the same to be made ; regulate the prices to be charged for all articles used in the Club ; appoint and dismiss all employes and fix their compensation and other- wise superintend and direct the ordinary and current affairs of the Club. But they shall not make any 24 unusual or extraordinary purchases, or permanent improvements, or alterations in the Club property, or give any entertainments, or incur any extraordi- nary expenses of any kind without first consulting and being advised by the Directory. RULE XVI. AMENDMENTS. The Directors may adopt By-Laws for the gov- ernment of the corporation and may amend or repeal the same, but such By-Laws may be altered, changed or amended by a majority vote of the stockholders, at any election or special meeting ordered for that purpose by the Directors on a written application of a majority of the stockholders. f8