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6. The accounts sent in every month by the mine owners regarding the quantity of coal, coke, and briquet furnished by themselves are to be compared by the RhenishWestphalian Coal Syndicate on the 20th of the month following shipment.
SECTION 6.-Raising the costs of the business.
To cover all the costs of the business and to make up for a possible deficit of the Rhenish-Westphalian Coal Syndicate a proportional discount is deducted from the monthly accounts, the amount of which the council fixes according to need at the motion of the board of directors of the Rhenish-Westphalian Coal Syndicate.
The board of directors has control over the shipment and the investigation of all books and written documents of the associates.
1. In case one of the contracting mine owners, contrary to section 1 of this agreement, sells coal, coke, or briquettes directly (thus evading the Rhenish-Westphalian Coal Syndicate) he must pay to the coal syndicate a fine as herein fixed of 50 marks for every ton.
2. Whoever through his own fault fails to come up to his shipping obligations can be made to pay a penalty, the amount of which per ton of the quantity not shipped is to be fixed for every business year at the meeting of mine owners.
3. For any other disregard of the arrangements of this agreement each of the contracting mine owners obligates himself to pay a penalty as herein fixed of 1,000 marks for every case of opposition to the Rhenish-Westphalian Coal Syndicate.
5. The meeting of mine owners has the right, under particular circumstances, to moderate the penalty to 100 marks for each case of neglect.
6. The announcement of the penalty must be made in a registered letter. 7. The fines herein fixed must be paid immediately upon demand.
8. In case payment is not made the board of directors has the right to deduct the fines from the accounts of the mine owners concerned.
9. Together with the fixed penalty the Rhenish-Westphalian Coal Syndicate can also demand indemnity for the loss occasioned by mine owner's negligence.
SECTION 9.—Decisions regarding the beginning and close of the agreement.
The decisions of this agreement come into force on the 1st of January, 1896, and have retroactive power over the relations of the syndicate to the companies and of the companies among themselves with regard to the contracts for the shipment of coal current on the 1st of January, 1896, especially with regard to the account price to be paid to the mines.
1. This agreement is entered into until the 31st of December, 1905, with the understanding that, in case no one of the contracting parties makes opposition to its continuance in writing 1 year before its close, it is to be considered as renewed for 10 more years.
2. The syndicate can be dissolved at the expiration of the first 5 years agreed upon, when announcement has been made 1 year in advance, by the decision of four-fifths of all the votes.
SECTION 11.—Regulations for transition from old to new organization of the syndicate.
Those new independent shaft workings, which can be shown to have been begun at the 1st of July, 1895, and have been announced to the board of directors, shall have the right to make use of the provision of the agreement of February 2, 1893, stated in section 2, division 3, according to which new shaft workings are allowed to produce a quantity of 400 tons per working day, and shaft production, according to which double shafts are regarded as 2 workings.
2. The production thus permitted shall, however, be justified only in so far as it can actually be shown that it was attained in the shaft working designated.
ARTICLES OF ASSOCIATION OF THE JOINT STOCK COMPANY
THE RHENISH-WESTPHALIAN COAL SYNDICATE.
(Statut.) SECTION 1.–Firm, seat, and duration of the association. The joint stock company has the firm name: Rhenish-Westphalian Coal Syndicate, and has its seat in Essen-on-the-Ruhr.
The business year lasts from the 1st of January to the 31st of December.
SECTION 2.—Object of the undertaking. The object of the undertaking is the buying and selling of coal, coke, and briquets.
SECTION 3.—Original capital and shares. The original capital consists of 900,000 marks, and is distributed in shares of 300 marks each, signed by purchaser's name, the transference of which is conditioned upon the consent of the association.
For the transference of shares, therefore, the consent of the council of supervision and of the general meeting is necessary, and in order to be valid such transference must have a declaration designating the person who acquires the shares, signed in a court or before a notary.
SECTION 4. If shares are lost or destroyed, a requisition must be made for them at the company's legal office (so ist deren Aufgebot im Gerichtsstande der Gesellschaft nachzu suchen). Only after this requisition has been made can a new share be drawn up and given out.
SECTION 5.--Organs of the association. The organs of the association are: (a) The executive committee.
The council of supervision (Aufsichtsrath, corresponding somewhat to our boards of directors.)
(c) The general meeting.
SECTION 6.—The executive committee.
The executive committee consists of two or more members, who are appointed by the council of supervision.
The papers of the association are regarded as validly signed when under the firm name the signatures of two members of the executive committee are written, or of one member of the committee and of an authorized agent.
SECTION 7.—Council of supervision. The council of supervision consists of nine members, and, with the exception of the first council, is elected in the general meeting for the term of 4 years. Annually, on the occasion of the regular general meeting three members go out of office. At the start the names of those going out of office are determined by lot, afterwards by the order of their entering upon office. The chairman casts the lot in a meeting of the council of supervision. Those going out of office are eligible to reelection.
If a vacancy occurs in the membership of the council of investigation, it is not filled until the next general meeting, but if the membership sinks below five a general meeting must be called without delay, for the purpose of holding an election to fill the vacancies. Those elected are to fill out the terms of the members withdrawn.
SECTION 8. A quorum of the council of supervision is present when all the members have been invited and five are present.
The council of supervision organizes itself immediately after the regular general meeting by the election of a chairman and vice chairman.
SECTION 10.—General meeting.
The general meeting of shareholders is called by the executive committee; also the council of supervision has the right to call such a meeting. The call for the same by means of a written invitation sent in a registered letter to each shareholder, whose name is entered in the book of shares must be made at least 2 weeks beforehand.
Every share entitles its holder to a vote. For the exercise of the right to vote the book of shares is authoritative.
Representation in the general meeting by reason of private authority is permitted. The substitute does not have to be a shareholder.
The chairman of the council of supervision, or his representative, is also chairman in the general meeting, or, in case of the inability of both, the meeting must elect its chairman. The latter opens and closes the meeting, appoints two tellers of votes, and conducts proceedings. In the decisions and elections of the general meeting, in case an exception is not provided for by statute, the absolute majority of the votes cast is sufficient.
The regular general meeting takes place annually, within the first 6 months of the new business year. Extraordinary general meetings, with the order of the day's proceedings, can be called when the council of supervision or executive committee consider it necessary, or when the holders of one-twentieth of the capital stock propose this to the council of supervision or executive committee.
The subjects to be deliberated upon and decided at the general meetings are: (a) The year's report.
(b) The yearly balance, together with profit and loss account, as well as the formal discharge of the executive committee and council of supervision from responsibility.
(c) Application of the clear profit.
The general meeting can determine alterations of the statutes, as well as increase of the original capital, by means of the majority stated in section 12, but whenever it is a question of the change of the purpose of the undertaking, reduction of the original capital, dissolution, fusion, or liquidation of the association, a majority of three-fourths of the share capital is necessary.
The notarial minutes to be taken of the general meeting need to a signed only by the chairman and 2 shareholders, or by their representatives.
SECTION 17.–Balance, division of profit, reserve fund.
The executive committee is obligated for every business year, within the first 6 months of the following year, to make out a balance, profit, and loss account, and to lay the same, together with a statement of the amount of property and a report (yearly report) stating the general conditions of the corporation, before the council of supervision, and with the remarks of this council before the general meeting. Two weeks, before the general meeting, at the latest, it must give each shareholder a copy of the plans as well as of the report of the revisers of accounts.
At least the twentieth part of the annual clear profit is to be placed in the reserve fund until this fund has reached the value of a tenth part of the original capital.
SECTION 19.—Manner of making notices. The notices of the association which are to be made through public papers shall be made only through the Reichs-Anzeiger, under the heading “Rhenish-Westphalian Coal Syndicate" and with the signature,
“The executive committee" or “ The council of supervision.”
THE GERMAN SPIRITS COMBINATION.
(a) ARTICLES AND BY-LAWS OF ASSOCIATION OF GERMAN SPIRIT MANUFACTURERS
(VERWERTHUNGS-VERBAND DEUTSCHER SPIRITUS-FABRICANTEN)
The Association of German Spirit Manufacturers has its headquarters in Beriin.
The purpose of the union is the advancement of the economic interests of its members by the selling in common of the spirits produced by them.
Every owner or lessee of a distillery which is in operation in Germany and every association or union of distillers existing in Germany can become members.
Membership is obtained by a written declaration of accession, which must be coupled with the authorization to enter into the agreement of association concluded between the union and the central association for the selling of spirits, said authorization to be granted by the principal board of directors or other especially designated persons.
Members of the selling union can, regardless of the fact that they belong to the union, become members of associations for the selling of spirits.
The union is divided into divisions according to the sections of the Professional Distillers' Association. For every 20,000 hectoliters begun as its quota,' which have been announced as the amount to be sold from its territory according to the agreement, each division chooses one member for the division board of directors. The elections are made by absolute majority of votes every 3 years. Every member has as many votes as he owns or operates distilleries. Members can have themselves represented at the elections by other members of the division by giving a written statement of authorization to such members, with the limitation that no member can represent more than 25 votes.
The elections take place by acclamation in case there is no opposition; otherwise by printed ballots. The details are decided by the order of business which the board draws up.
When all the members of the selling association or union have entered the union and the quota of the associates amounts to at least 50,000 hectoliters, then the chairman of the association or union or another member of those to be elected enters the board of directors of the division. For every additional quota of 50,000 hectoliters the association or union sends a second member to the board of control of the division.
SECTION 5.—Head board of directors.
[Board in control of the whole union.] All the division boards of directors form the board in control of the whole union, which has its seat at Berlin. This head board elects from its midst by secret vote the committee of distillers, which consists of 7 regular and 7 substitute members.
1 In regard to the distillers not taking part in the quota the decisions of the preliminary treaty apply.
Members of the division board can be represented at this election by other members of the same board to whom they have given written authority.
The members of the division boards of directors receive for their services in the meetings of the division boards and head board of directors, as well as for other journeys made in performance of their duties as board members, their daily allowances and traveling expenses.
Every division board, as well as the head board, elects from its midst a chairman, a substitute (vice-chairman), and a treasurer, who is at the same time second vicepresident. The elections are decided by simple majority of votes when election by acclamation does not occur.
SECTION 6.- Powers of the division boards of directors. The division board must attend to all affairs concerning the division; it must in particular make reports in regard to the result of the harvest, the intended extent of the business, possible changes in the fixing of the parity places, and it must formulate proposals for elections to the court of arbitrators (Schiedsgericht); also it has to manage the property of the union assigned to its division.
A meeting of the division takes place once a year, in autumn, for the purpose of discussing the years' report and the reports [in regard to harvest] to be made for the new business year, as well as taking in hand the necessary elections of members of the board of directors and court of arbitrators.
The chairman of the division board has charge of calling and conducting the meetings.
SECTION 7.— Powers of the head board of directors. The head board of directors has charge of the election of the committee of distillers, of the making of reports for the purpose of fixing the partial payments to be made to the distillers according to section 8 of the agreement, as well as the decision of other questions put to it by the committee of distillers, [it has charge] of relieving the committee of distillers from responsibility for the management of the property of the union and of the examination of the reports of the committee of distillers.
The head board has at least one meeting a year. A meeting must be called when the boards of 2 divisions or the committee of distillers desire it. The chairman has charge of calling and conducting the meeting.
SECTION 8.—Property of the union. The property of the union is made up as follows: For every hectoliter of pure alcohol which is shipped for sale in common, according to the agreement entered into between the union and the Central Society (Centrale) for the Sale of Spirits, a company with limited liability, a tax of 5 pfennigs at the expense of the community (entire association) is added to the account of the union by the company.
The committee of distillers has charge of the management of the property.
(a) The business expenses of the head board of directors, including the traveling expenses and daily allowances to be furnished the members of the board.
(6) The part of the union property to be handed over to the division of the union. (c) All other expenses to be met in accordance with the decision of the chief board of directors.
SECTION 9.- Property of the divisions of the union. The property of the divisions of the union consists of the part of the property of the union which is granted to them. This part consists of the tax of 1 pfennig for every hectoliter of pure alcohol delivered for sale to the community (of associations) by the members of the association concerned. The board of the division has charge of the division property. From the property of the divisions of the union the following are paid:
(a) The business expenses of the board of the division, including the traveling expenses and daily allowances of the members of the board.
(b) Any special expenses to be met according to the decision of the board of the division.
SECTION 10.—Making of announcements. Invitations to the meetings of the divisions are to be made through the “Reichsanzeiger” and the “ Zeitschrift für Spiritus-Industrie.”
Invitations to sessions of the board of directors and the committee are to be sent in registered letters or dispatches.