3. Each directorate shall vote for one trustee from its region and for as many as required at large. The votes shall be canvassed by the commission, and the nominees receiving the highest plurality in their respective regions (if not less than one-third of the directorates voting) of the several directorates voting shall be the trustees selected. If no person shall receive such plurality in the case of any vacancy to be filled, the trustees elected shall by majority vote fill the vacancy by selecting one of the nominees voted on by the directorates to fill such vacancy, and in the event of their failure to act or elect the vacancy shall be filled by the commission from such nominees. The trustees of the association shall hold their first meeting on call of the chairman of the Interstate Commerce Commission as promptly as convenient and shall forthwith organize the association for business, elect a chairman, who shall not be chairman of the commission, one or more vice chairmen, a secretary, establish an office, adopt a corporate seal and by-laws for the government of the association, and as soon thereafter as convenient or necessary a general manager, and also employ such other officers or agents as may be necessary. 4. The trustees shall, by resolution or by by-laws, prescribe the authority of the officers or other agents.

5. The carrier trustees first elected shall be eligible to hold office as follows: Four for two years and four for four years, the length of their respective terms to be determined by lot or agreement at the first meeting of the trustees. Thereafter, at the expiration of their respective terms, trustees shall be elected by the boards of directors of the class one railroads of the respective district in which vacancies occur (or at large) or by the remaining trustees, or upon their failure to elect by the commission, as hereinbefore provided, their terms to be for two years, so that four carrier trustees will be elected every two years. There shall not be more than one carrier trustee from any one district, except that one of the trustees at large may be a resident of a district represented by another trustee. No carrier shall be entitled to vote in selecting a trustee from more than one district (except for trustees at large), and must be allocated for such purpose to that district in which the major portion of its mileage lies. Each carrier entitled to participate shall be entitled to cast one vote. Vacancies in the office of carrier trustee shall be filled for the remainder of the unexpired term by election by the remaining trustees elected by the carriers.

6. Trustees may be removed from office by the President for misconduct or inability or failure to attend to the duties of the office.

7. The trustees may elect from their number an executive committee of not less than five members of whom not less than two must be trustees elected by the railroads, which shall be authorized to exercise the duty and authority of the trustees when the trustees are not in session, subject to the by-laws and the direction of the trustees.

8. No trustee shall vote or alone represent the association in respect to any matter or contract in which he or any carrier with which he is connected or interested has a direct pecuniary interest, except contracts or relations generally applicable to all railroads.

SEC. 27. That it shall be the duty of the association to invite and encourage the use of the association by all carriers as their common agency in all matters of general interest, such as the clearing and interchange of cars, reciprocal service, the clearing of accounts, the settlement and allocation of loss and damage claims, the arbitration of differences, and in all matters in which a common agency would be desirable; to act as a bureau of complaints to which the public may apply at any time for prompt assistance in securing attention to just grievances; to keep constantly informed as to the traffic and operating conditions of the railroads, and to anticipate and make provision for car supply and distribution; to investigate and report to the commission and to the carriers interested plans or suggestions for advancement of the commerce of the United States, for unification of service where beneficial, for joint use of terminals or facilities, for the construction of additional facilities, and in respect to all matters as to which the commission has authority to act; to make studes of traffic conditions, the capacity of the various ports, and to coordinate the rail, water, and highway transportation facilities of the United States; to suggest economies and sound principles of operation; to act as an agency to assist, direct, or enforce any order or direction of the Interstate Commerce Commission; and to provide at all times an efficient organization available for any national or regional emergency affecting interstate commerce.

SEC. 28. That the association shall have the right and authority to acquire, condemn, or subordinate private property, easements, or franchises to the

public uses served or proposed to be served by the corporation in such cases and to the extent of such easement and so conditioned and qualified as may have been authorized by the Interstate Commerce Commission as compatible with the interest of the public and of the commerce of the Nation and consistent with the purposes of the association; and may proceed for the enforcement of such right in any State court having jurisdiction of the property of defendants and jurisdiction of such matters or in any Federal district court having jurisdiction of the property or of the adverse interests or any one of them under direct authority of this act; and may act or be employed as the agency, by and with the approval or direction of the Interstate Commerce Commission, to acquire such rights or easements reasonably essential to the interests of the public and the commerce of the Nation, or to any carrier subject to the commerce acts of the United States, for the use of or to be transferred to, leased, or used by any such carrier in cases where the latter may be disenabled or impeded by want of corporate authority or other statutory or other impediment to exercise the right in the manner most compatible with the public interest in interstate commerce or where the same should, in such public interest, be acquired, held, operated, or owned subject to joint use of carriers.

2. For the purposes of the association as hereinabove defined, the association may transact its business as an ordinary private corporation on such terms as it may find reasonable or necessary in the public interest, but the charges, rents, practices, agreements, and transactions of the association shall be subject to supervision, approval, disapproval, and regulation by the commission, except that the association may enter into fixed and binding contracts in all cases where the same shall be declared to be compatible with the public interest by the Interstate Commerce Commission by specific or general order applicable thereto; and the ordinary contracts and transactions of the association which work no transfer, lien, or withdrawal, to endure for a period of more than three years, of or upon lands, terminals, rights of way, easements, licenses, or real property owned or held by the association in a proprietary capacity and devoted to public use, shall not be subject to disaffirmance by the Interstate Commerce Commission.

3. In and about its business and operations for the general purposes stated the association shall have the right to engage in such incidental business and to exercise such accessorial powers and functions, whether local or interstate, as may assist and further the exercise of any of the powers expressly granted or be of benefit to any property held or owned by the association in a proprietary capacity, and without the payment by the association or by its agents, employees, or licenses of any State or municipal license, privilege, occupation, or franchise tax therefor or with reference thereto, except where held or operated in a representative or fiduciary capacity for some person, firm, or corporation which is or would be subject to such tax, and in such case only to the extent and in such amounts as the latter would be taxable in respect of local transactions. 4. The association may require any carrier or carriers at whose instance or for whose benefit it may act or acquire or hold, operate, or manage property, to enter into contracts of guaranty or indemnity or to give security; and any such carrier is hereby authorized to enter into and comply with such require

ment.

SEC. 29. That whenever the association shall in pursuance of its general purposes above defined condemn or acquire property, easements, rights, or licenses in pursuance or furtherance of interstate commerce, the association and its licensees, privies, and assigns, being carriers subject to the act to regulate commerce, may as an incident to such license, easement, interest, or estate acquired therein from the association engage in local transactions not constituting interstate commerce per se where the same are reasonably necessary to sustain the interstate agency or service or are ordinarily incident there to, whether because of competitive or other conditions or by reason of the fact that the interstate use or functions thereof are practically inseparable from its local use or functions, and without the payment of any tax for the privilege or franchise or in respect of the property employed therein, except, in the case of carriers other than the association, such as is ordinarily payable by citizens of the State for the transaction of local business or in respect to property devoted to such local service or use.

SEC. 30. That the association shall in the exercise of its powers and in the administration of functions delegated to it by the Interstate Commerce Commission, in respect to leases of equipment, loans of funds, acquisition or control of terminals or other facilities, use of joint facilities, pooling, embargoes,

permits, diversion of traffic, divisions, or otherwise, and in its recommendations to the commission have due regard for the principle that its chief function is to foster interstate commerce among the carriers subject to the act to regulate commerce, as a whole, and to assist in sustaining and stabilizing the agencies thereof to the maximum extent compatible with the public interest, and that it may, and the Interstate Commerce Commission may likewise, make due allowance for the differing requirements of the respective carriers involved and the communities which they serve, whether resulting from subnormal revenue, adverse operating conditions, or otherwise-wide discretion being vested in the association and in the commission in such matters.

SEC. 31. That the association shall have the power and be under the duty to receive, recover, and administer any funds paid or payable to it for any of its purposes or objects, and particularly such money due or paid out of the excess earnings of railroads subject to the act to regulate commerce as now or hereafter amended or as may be in accordance with law. The portions of such funds required or exacted for expenditures generally in the public interest (as distinguished from the funds for the benefit of employees) shall be available for use in furtherance of any or all of the object powers or functions of the association, and subject to expenditure by or under authority of the trustees as in the case of ordinary private corporations.

2. The association shall alone be entitled to maintain civil proceedings to recover excess earnings reduction from carriers required to account for the same, and to that end shall be subrogated to any lien or security which may have been taken to secure the same, as well as to a lien upon any property, improvement, or betterment which may have been acquired or improved by the carrier therewith and upon any debt, lien, or mortgage of the delinquent carrier to the extent to which the funds properly payable to the association may have been employed in the purchase of such property, improvement, or betterment, or in the liquidation of such debt, lien, or mortgage, but nothing in this section contained shall be construed as preventing the commission from proceeding against any carrier for the enforcement of its valid orders or to enjoin violation thereof in respect to such fund, as in other cases.

3. In administering such funds the association will be governed by the principles laid down by Congress in respect thereto and by any lawful rules and regulations prescribed by the commission.

SEC. 32. That such portions of such funds as are or may be required to be used in the interest of employees of a particular carrier or carriers shall be administered for that purpose in accordance with such rules, regulations, and procedure as may from time to time be prescribed or approved by the commission, or upon the failure of the commission to act, by the association. No employee of any carrier shall be held to have a beneficial interest or equity in or any cause of action or right to accounting against any carrier or against the commission or the association or any coemployee or against employees of any other carrier for a recovery or accounting or contribution to secure any sum or benefit or claim against the fund as such, except as against the association alone to establish a contention that such employee or dependent is in fact a beneficiary entitled to benefits under the specific rules and regulations in force from time to time and applicable to funds which reached the association and are or were available and payable to the claimant.

SEC. 33. That for any misuse of the funds or injury, misuse, or depredation to the property of the association or of property in its custody, or for wrongful interference with its transactions, or with lawful use of its property by carriers or for any attempt or conspiracy relating thereto, any person, firm, or corporation shall be guilty of an offense against the laws of the United States of the character and degree and punishable as if the funds or property involved belonged directly to or as if such interference hindered the direct action of the United States, or were against the United States. Employees having access to funds belonging to or in custody of the association shall be bonded.

SEC. 34. That employees of the association shall not be considered as employees of the United States within the meaning of the civil-service acts or workmen's compensation acts relating to direct employees of the United States, but in all such respects the relative rights and responsibilities of the association and its employees shall be as if the association were, in respect of the matter in question, a carrier engaged in a local transaction or in interstate or intrastate commerce, as the case may be.

SEC. 35. That the acts and transactions of the association and its agreements and relations shall not constitute violation of the provisions of the act of Congress approved July 2, 1890, entitled "An act to protect trade and commerce against unlawful restraints and monopolies "; or the provisions of sections 73 to 77, both inclusive, of an act approved August 27, 1894, entitled "An act to reduce taxation, to provide revenue for the Government, and for other purposes"; or the provisions of an act approved October 15, 1914, entitled "An act to supplement existing laws against unlawful restraints and monopolies, and for other purposes"; or the provisions of acts amendatory thereof; or of any similar statute or ordinance of the United States or of any State or municipality, by the association, or its privies or associates, or the directors, trustees, officers, agents, representatives, or employees of the association, or of its privies, in respect of or arising out of such act, transaction, agreement, or relation, or the subsequent and consistent use or enjoyment of rights or property, acquired thereby; and, in any case, a finding by the Interstate Commerce Commission that the purchase, lease, or sale of or any agreement as to the joint use of property, stocks, rights, franchises, or easements, the transfer of which is within the provision of this act, already or theretofore devoted to public use in interstate commerce with the express or implied consent of any State or municipality or of securities relating thereto, is compatible with or desirable in the interest of the public and of the interstate commerce of the United States, shall constitute due corporate authority or power on the part of the proposed purchaser to acquire and use, and of the proposed vendor or the owner to sell or enter into agreements concerning, pursuant to the finding and approval of the commission, any common law or statutory or other legislation or limitation of any State or municipality to the contrary notwithstanding.

SEC. 36. That the provisions of section 1 of the act to regulate commerce approved February 4, 1887, as amended, relating to the giving of free passes and free transportation is hereby amended by inserting immediately after the words "except to its employees and their families, its officers, agents, surgeons, physicians, and attorneys at law," the following words: "to members of the Interstate Commerce Commission or its employees, officers, or agents, or the trustees, officers, members, employees or agents of National Railways Association or regional commerce commisisons created by this act, when such persons, employees, officers, or agents are certified as eligible to receive transportation by the respective commissions or association, and while engaged in their official or public business."

SEC. 37. That the provisions of section 1 and those provisions relating to the direct application of the excess-earnings funds realized thereunder shall apply only to carriers by railroad or their employees.

SEC. 38. That if any section or provision of this act should be declared to be unconstitutional or invalid for any reason, the remainder of the act shall be unaffected thereby and shall be and remain in full force and effect.

SEC. 39. That all laws and parts of laws in conflict with the provisions of this act are hereby repealed.

SEC. 40. That this act shall be subject to repeal, alteration, or amendment at any time.