No sales or contracts shall be made to or with middlemen except on specific work for immediate specifications. All sales between parties to this agreement shall be at pool prices, as provided in agreement "B," and all shipments shall be reported by the manufacturer, on which the pool tax will be charged the same as to outside parties, the purchaser also to report shipments of all such material so bought, for which they shall claim and receive credit. Twelfth. At any meeting of the members of this association, called by the commissioner as herein provided, any party or parties may give notice of withdrawal herefrom, but no such notice shall take effect until January 1, 1898. If the aggregate pool percentages of the parties giving such notice of withdrawal shall amount to less than 4 per cent, this agreement shall continue in force as between the remaining parties, but if such aggregate shall amount to 4 per cent or more this agreement shall terminate at the time so fixed. But statements shall continue to be rendered of all I beams and channels shipped up to date of its termination, the pool assessment.1 Thirteenth. The percentages of the parties hereto or of their successors (including as such any concern mainly owned or controlled by any of the said parties or any of their stockholders), shall be maintained in the same relative proportion until otherwise agreed, and if any party shall at any time have more than one successor or allied concern, the aggregate percentages allotted to itself and all its successors and allied concerns shall not exceed the percentage that the original concern would have been entitled to if it had continued alone its relations to the other parties under this agreement, and the parties thereto shall include in their statement the shipments for such successors and allied concerns. Fourteenth. In case other firms or corporations are admitted as partners to this agreement, the percentage of the pool allotted to each shall be deducted pro rata from the percentages of the members immediately prior to the time of its admission; and in case any of the parties hereto or any of the parties hereafter admitted shall withdraw, the percentage of the pool allotted to such withdrawing party or parties shall be added pro rata to the percentages of the parties remaining. In such case the commissioner shall compute and report the new percentages to the nearest one-hundredth of one per cent, which degree of accuracy shall be deemed sufficient. 1 This sentence is thus in the original.—Ed. Fifteenth. The allotment herein made of percentages, the amount of the guaranty fund, and the payment made to the New Jersey Steel & Iron Co., as herein provided, shall not be altered, amended, or changed in any respect, except by the unanimous consent of all the parties to this agreement, but any other matters or things whatsoever which concern this agreement or the association formed thereby or any regulations hereafter adopted, may, at any time, be abrogated or amended or altered at any meeting of the members of this association, provided that two-thirds of the members of the association are present thereat, that they represent at least twothirds of the percentage allotted to all, and vote in favor thereof. Sixteenth. To provide for the prompt payment of all salaries, rents, and other expenses (except the payment which is to be made monthly to the New Jersey Steel & Iron Co.), a general expense fund shall be called in as needed by the treasurer in proportion to the percentage allotted each member in the association. Seventeenth. No matter of account or understanding outside of this agreement shall affect the settlements herein provided for, either as an offset or otherwise, nor shall any written or unwritten agreement of the parties hereto, or any of them, to establish and maintain uniformity in prices, or any controversy arising out of such agreement, or any failure to carry out any of its provisions, or to maintain prices, affect in any way the rendering of the statements and the making of the settlements therein required. Eighteenth. Whenever this agreement shall have been terminated the balance of the deposit, with accumulated interest, remaining in the hands of the treasurer to the credit of each party, after provision shall have been made for the payment of all expenses, shall be returned to it, provided it shall have rendered all the statements required from it under this agreement and have paid all its debtor balances. In case any party hereto shall not have fulfilled its money obligations under this agreement, the amount it has on deposit in the guarantee fund shall be applied toward the fulfillment of those obligations, and the excess, if any, returned to it. But in case any party shall not have fulfilled its agreement to render the monthly statements under this agreement, the amount it has on deposit in the guarantee fund, or the excess thereof, as above stated, shall be divided among the parties who shall have fulfilled their obligations under this agreement, in the proportion of their respective percentages. Nineteenth. At the expiration of this agreement, or at any time the president of the association, together with the majority of the executive committee, determine that it is advisable that all or any part of any funds belonging to the association shall be withdrawn from the depository then holding the same, upon notification by the present and a majority of the executive committee of such determination being given the treasurer, he, the treasurer, shall make and sign a sight draft or check upon the depository so holding such funds for the sum named in such notification, which check or sight draft shall then be countersigned by the president or one member of the executive committee, and when such checks or sight drafts are so made and signed by the treasurer and countersigned by the president or one member of the executive committee and duly presented for payment at the office of the depository holding the funds of the association, all such checks and sight drafts shall be paid by such depository. Twentieth. For all purposes of this agreement a ton shall be taken and held of 2,000 pounds. In witness whereof the parties hereto have signed this agreement the day and year first above written. EXHIBIT 7 THE STEEL PLATE ASSOCIATION 1 THIS AGREEMENT, made and entered into this ninth day of November, 1900, by and between: Carnegie Steel Company. Jones & Laughlins, Limited. Lukens Iron & Steel Company. Worth Bros. Company. Central Iron & Steel Company. The American Steel & Wire Company. WITNESSETH: That the above said parties have mutually agreed to and with each other to form an Association for mutual interests, and to enable them to pay liberal wages to their workmen, to be known as THE STEEL PLATE ASSOCIATION OF THE UNITED STATES. 1United States of America v. United States Steel Corporation. Petition, Exibit A, pp. 70-75. FIRST: Each of the parties above named being manufacturers and sellers of steel plates, shall by reason of such manufacture and sale, be entitled to membership in this Association, and each of the parties hereto shall be entitled to portion of all shipments in the following proportions: American Steel & Wire Company.. 46.25 4.75 II.00 4.50 2.50 3.00 7.50 7.00 8.00 5.50 Glasgow Iron Company to the extent of sales and out put up to 40,000 tons, should they be able to accom- SECOND: The officers of this Association shall be as follows: a President, a Treasurer, a Commissioner and an Executive Committee consisting of six members, including the President. The conclusions of all the Executive Committee meetings shall be at once communicated to all members of this Association. THIRD: Each member of this Association shall, on or before the tenth day of December, 1900, and on or before the tenth day of every month thereafter during the term of this Agreement, or any extension thereof, render to the Commissioner of this Association, a statement, which statement shall be sworn to, or affirmed to, by one of the principal Executive officers of the member so making the report, or in case the member so making the report is a co-partnership, then, in that case, the report shall be sworn to, or affirmed to, by one of the firm holding membership in this Association, which oath or affirmation shall be to the effect that the report so made, is a true and correct report of all the material described in the First Clause of this Agreement, which was shipped by the member making the report during the month for which the report is made; the form of the report, and oath of affirmation as to its correctness, shall be furnished by the Commissioner, and shall include a statement of the rolling production for each month; and upon the Commissioner's receiving from the respective members their reports, as afore said, he the Commissioner, shall render to each member monthly, as soon as possible after the receipt of all the statements of all the members, copies of statements last rendered by each member, and shall forthwith "State an Account," charging each member, who has shipped during the month more than its or their percentage of the total amount shipped by all the members of the Association, the sum of Thirty-five hundredths of a cent (.35c) per pound on each and every pound of such excess, and crediting each member who has not shipped its or their percentage of the total amount shipped by all members of the Association, with the sum of thirtyfive hundredths of a cent (.35c) per pound on each and every pound with which it or they fail to ship during the month for which the reports are made, as aforesaid, and as a basis of calculation making such "Statement of Account," the Commissioner shall use the table of percentages as set forth in the First Clause of this Agreement; and upon the Statement of any such account by the Commissioner, he shall immediately mail a copy thereof to each member of this Association, and within five days after the receipt of any account by the member of this Association, which account shall show that the member receiving the same is indebted to the Association, the member so receiving its or their account, showing its or their indebtedness, shall forward to the Treasurer a check or sight draft drawn to the order of T. Mellon & Sons, in payment of such indebtedness which check or sight draft the Treasurer shall deposit in the said Mellon & Sons' Bank, Pittsburg, Pa., to the credit of this Association, and to remain to the credit of the member paying on excess of shipments and being increased or diminished as each month's business shows. It shall be the right and privilege of each member, who shall not have shipped his full percentage, to call, through the Commissioner on members who have made an excess, to transfer to the short member a sufficient amount of tonnage, or otherwise enable him to fill up his order book. It being the intent of this Agreement that each member shall ship his entire percentage, and at the end of each year it shall be the duty of the Commissioner to so arrange between the members as to have the pool balanced; but any member unable, at the end of each year, to produce his allotment, after first deducting his exempted tonnage; which shall be divided among other members of the pool, in proportion to their respective tonnage allotments. FOURTH: To insure the rendering of the statements and the faithful adherence of each party to the terms of this Agreement, a guar |