ship. No officer shall obligate the association for any expenditure of money above the sum of $25 without the approval of a majority vote. SEC. 2. Until the first annual meeting the vice president, secretary, and treasurer need not be members of the board of directors. ARTICLE V. Duties of officers. Each officer of the association shall perform the duties usually devolving upon the occupant of such office. It shall be the duty of the secretary to perform such labors on behalf of the association as he may be called upon in the interim between meetings and to carry out all matters upon which action has been taken in meeting, unless otherwise ordered. ARTICLE VI. The association shall hold two regular meetings each twelve months, the annual meeting on the first Wednesday in October, in the city of New York, and the second meeting at such time and place as may be determined upon. Special meetings may be called by the president when considered necessary, or whenever the representatives of the three associations shall unite in asking that such a meeting be called. Notices of all meetings shall be given to the members of this association at least five days before the date set for such meeting. ARTICLE VII. SECTION 1. The members of this association shall be composed of three members, one of whom shall be the secretary of each of the following associations: The New York Lumber Trade Association, the New Jersey Lumbermen's Protective Association, the Lumber Dealers' Association of Connecticut, the Lumber Dealers' Association of Rhode Island, the Massachusetts Retail Lumber Dealers' Association, the Retail Lumbermen's Association of Philadelphia, and of three members, one of whom shall be secretary of such other regularly organized bodies representing the retail lumber dealers' interests as shall be elected by a majority vote at any regular meeting of this association. SEC. 2. All members shall enjoy equal privileges except that upon the final vote on all questions and at elections, and on amendments, shall be decided under the unit rule, the three members of each association being entitled to only one vote for such three members. ARTICLE VIII. Committees and delegates. Whenever action may require the appointment of committees to perform special work, or necessity calls for the appointment of a delegate, or delegates, the president shall be authorized to notify the members of this association, stating in writing the object for such appointment, and upon receiving a majority vote favorable thereto he shall have power to act in the making of such appointment as he may deem proper. ARTICLE IX. Settlements of disputes. Any and all claims referred to this association for settlement shall be submitted in writing unless otherwise decided, with such accompanying documentary evidences as the parties thereto may consider necessary, and all parties interested must agree to accept the decision of this association as final. ARTICLE X. To meet the expenses incurred by this association, an annual fee of $10 shall be paid by the members of each association jointly at the annual meeting, and all other expenses shall be pro rata, based on the amount received from annual dues for the previous year by the association of which they are members. ARTICLE XI. Amendments. Amendments to these articles may be made at any meeting by a two-thirds vote of the members present, provided notice of such amendment shall have been included in the call for the meeting. ARTICLE XII. Quorum. A quorum of this organization for the transaction of business shall consist of not less than one of the members of three of said associations. EXHIBIT 9 NAVAL STORES AGREEMENT 1 Memorandum of agreement made and executed on this day of March, A. D. 1905, between the PATTERSON-DOWNING COMPANY, a corporation of West Virginia, of the first part, hereinafter called "Patterson"; the S. P. SHOTTER COMPANY, also a corporation of West Virginia, of the second part, hereinafter called "Shotter"; the SOCIETE ANONYME DES PRODUITS RESINEUX, a corporation of the Kingdom of Belgium, of the third part, hereinafter called "Anonyme"; NICKOLL & KNIGHT, a mercantile firm composed of Alexander Knight, of the city of London, England, of the fourth part, hereinafter called "Nickolls"; and the GLOBE NAVAL STORES COMPANY, also a corporation of West Virginia, of the fifth part, hereinafter called "GLOBE." Whereas Globe is chartered and organized for the purpose of buying and selling and generally dealing in spirits of turpentine, including turpentine chemically extracted by artificial process from pine wood, and which is commonly called wood turpentine; and Whereas, Patterson, Shotter, Anonyme, and Nickolls as a part of their respective business severally deal in such turpentine product; and Whereas, further the said Patterson, Shotter, Anonyme, and Nickolls have each severally subscribed to the capital stock of said Globe in the following proportions, viz: Patterson to 34% thereof, or 340 shares; 1 The United States of America v. American Naval Stores Company et al. Petition in Equity, In the District Court of the United States for the Eastern Division of the Southern District of Georgia, Exhibit A, pp. 25-36. In this case the Globe Naval Stores Company appears from the agreement, and so the Government alleges, to be merely a clearing house for the pooling of profits and losses.-Ed. all of said shares being of the par value of fifty dollars ($50) per share; and Whereas, Globe desires to acquire from the first, second, third, and fourth parties, respectively, their several turpentine businesses, and said first, second, third, and fourth parties are willing to dispose of the same on the terms and conditions hereinafter set forth; and Whereas, the said Patterson and Shotter are extensive dealers in American rosin, and one of the considerations moving them to enter into this contract is the regulation of the rosin business as between themselves and the said Anonyme and Nickolls: Now, then, this agreement witnesseth, That in consideration of the premises and of one dollar by each of said parties to each of the other in hand paid, the receipt whereof is hereby acknowledged, the parties hereto mutually covenant and agree each with the others as follows: 1. The said Patterson, Shotter, Anonyme, and Nickolls severally sell, assign, and set over to Globe their respective turpentine businesses upon the terms and subject to the limitations hereinafter mentioned. 2. The said Globe, in consideration of such sales and assignments, agrees to pay to Patterson, Shotter, Anonyme, and Nickolls, respectively, seventeen thousand dollars ($17,000), ten thousand seven hundred and fifty dollars ($10,750), thirteen thousand two hundred and fifty dollars ($13,250), and nine thousand dollars ($9,000), in full-paid stock at par of the Globe Company. 3. It is understood and agreed that said Patterson, Shotter, Anonyme, and Nickolls shall severally act as the agents and representatives of said Globe in the buying and selling of turpentine products, their several turpentine businesses, however, being conducted as heretofore in their own names, but for account of Globe. 4. It is understood and agreed that James Farie, jr., of Savannah, Georgia, is under contract to Nickolls whereby his entire naval stores business shall be carried on as heretofore, that is to say, the turpentine business of the said Farie shall be conducted by him for account of Globe, and the rosin business for the joint account of Patterson and Shotter, it being expressly understood that the said James Farie, jr., and Andrew Farie, also of Savannah, Georgia, shall have no interest of any kind, either directly or indirectly, and shall not in any manner or form, deal or operate in spirits of turpentine or rosin or other products of pine trees, except as provided in said contract, a copy of which is attached hereto, and in considera tion of the premises Nickolls hereby assigns all their rights in and under said contract to Globe, and on the other hand, Globe hereby takes the place of Nickolls in said contract and assumes all the burdens and obligations thereunder and shall be entitled to all benefits thereof, provided, however, that Globe shall not be required by reason of said contract to pay to the said James Farie, jr., a sum greater than twenty-one thousand five hundred dollars ($21,500) per annum, it being further understood that said Nickolls shall contribute the sum of seven thousand five hundred dollars ($7,500) for the office expenses of said James Farie, jr., in Savannah, Georgia. 5. It is understood and agreed that said Patterson, Shotter, Anonyme, and Nickolls, in conducting their several businesses as the agents and for account of Globe as aforesaid, shall confine their operations to regular business transactions, so as to assure as far as possible reasonable and legitimate profits, it being expressly understood that neither of said parties shall be at liberty to do a speculative business without the consent of Globe. 6. It is understood and agreed that neither Patterson, Shotter, Anonyme, or Nickolls shall hold any interest or directly or indirectly deal in American turpentine, except as the agents and for account and benefit of Globe, it being understood that by American turpentine is meant the spirits of turpentine and wood turpentine which is concentrated at all and every of the Atlantic seaports of the United States of America, and which either of said first four parties may handle and sell as being from said Atlantic seaports. 7. It is understood and agreed that this agreement comprehends and includes as part of the turpentine business herein purchased the sale of French and Spanish turpentine exported from France and Spain, but it does not include any French turpentine handled or sold in France itself. 8. It is understood and agreed that this contract does not cover any turpentine business which Patterson and Shotter may control in the Gulf ports of the United States, it being expected that the domestic consumption will absorb all the receipts coming to said Gulf ports. In the event, however, the domestic consumption does not absorb all of such Gulf port receipts, then Patterson and Shotter, respectively, agree to turn over to Globe the surplus receipts, provided, however, that the quantity of such surplus must be specified and declared on the fifteenth (15th) and last days of each month and must be charged to said Globe at the average Savannah |