Memphis daily appeal. [volume] (Memphis, Tenn.) 1847-1886, 1883-01-09
THE EXCHANGE.
The Question Of the Charter and the
Charter Observation-Disclosures
by Mr.. John =. TOof and
Mr.. FrszOr EdmOndsOn-A New Charter
TO- be Applied fOr-List OF Adj
diti0nal Members.

street last night pursuant to call OF Acting
Chairman L. Z. Sims, who explained that be
was induced 10 call the meeting because Of
Dissatisfaction expressed, from various
sources concerning certain features embodied
in the charter which had been sent 10 Nash
vile for approval by the secretary of state.
The objections were as 10 the manner OF
election Of officers aud organization. Mr..
Sing also stated that as he wished to make
some remarks upon the subject, and called
upon Mr.. A. S. Liyermore to preside.
Mr.. Livermore took the chair and an
nounced The meeting ready for business.
AN AMENDMENT TO THE CHARTER.
Mr.. Robert Galloway offered the follow
that he had no idea when he was signing
his name az a charter member that he was
taking advantage of any member OF the Ex-
change:
WHEREAS, There seems to be some dissatisfac-
ton on account OF the few names entered as char
ter members of this association,
Resotued, That the charter be amended SO as to
allow all members to become charter members ii
they so desire.
Before action was had on this resolution
the question was raised az 10 what influence
II would have upon the future character and
Of the Exchange, and Mr.. John S.
Toof was called upon TO explain the manner
III TIC WAS uTdWn anu now
the charter members were obtained.
NIB. TooF's EXPLANATION.
Mr.. Toof stated that as one OF the COM
mittee TO frame the charter he deemed il |
necessary TO secure legal sdvice, and he, |
together with the other members of the |
committee, called upon and employed Mr.. |
Frazor I. Edmondsou, to whom was ex.
planned the necessity of drawing up the |
charter and having it cent to Nashville TO be |
returned in time for the Tuesday night |
meeting, when the permanent organization |
was 10 take place, and without which it |
would have TO be deferred to some other
time. Mr.. Edmondson asked who were to
compose the charter members. Mr.. Toof
explained hat no action had been taken on
that question, and in order
TO FACILITATE PROCEEDINGS,
gave the names of the three charter commit
teemen. Mr.. Edmondson explained that
more names would have te be secured; that
the law specified that not less than five nor
more than ten members of an organization
could apply for charter. Names were
then suggested without any other regard or
consideration than their availability 10 be
got to the courthouse 10 make personal &C.
acknowledgement, as he had been informed the
law required. After considerable difficulty,
six names we're Obtained, which were deemed
sufficient to secure the charter. He did not
know that any wrong or injustice had been
done any one; the names embraced in the
charter were the first that came into his
mind.
A Voice-How does your charter provide
for the election OF off GERS?
Mr.. ToOf-That provision is not embraced
in the charter, but will be embodied in the
bylaws OF the Exchange. I see
NE. EDMoNDsoN,
who drew up the charter, is present. and can
explain the charter and the m amer iu which
it was gotten up more fully and salisfacto-
rily than / can. All / have 10 say is, if
there is anything illegal or irregular 1 am
one az particularly DESTROYS as any other to
have it pointed out.
Mr.. Claude Freeman-Is il necessary 10
have officers selected from the charter mem
bers?
Before Mr.. Freeman's question was an
swered the chair gave permission 10 Mr..
EdmOndson to explain the manner in which
the charter was gotten up. He detailed the
circumstances stated by Mr.. Toof as 10
THE HASTE
in framing The document, explaining that he
had not time 10 enlighten the committee in
all the details of the Jaw bearing upon the
granting OF charters TO corporations. Mr..
Edmondson expressed himself satisfied that
not one Of the gentlemen comprising the
committee on charter knew what he was do
ing when he put his name on that charter,
by which certain restrictions were thrown
around the entire membership of the Ex-
change. He acknowledged that
IT WAS MISTAKE
the way in which the charter had been
drawn, which he attributed TO The haste ia
which it was done, but explained the remedy
as easy, though it would entail some delay
in permanent organization OF the Exchange.
The only safa-rAaaads y -hA- stated was aat
the present charter be ignored altogether,
the gentlemen whose names were embraced
in it "a charter members signing snd having
recorded disclaimer 10 such charter mem
beTship.
NEW CHARTER
must he applied for BY members of the Ex-
change, who should be elected for that pur-
pose by the general membership previous to
permanent organization, bearing in mind
that it will require not less than five nor
more than ten charter members. When This
charter is obtained then the ch arter members,
who by law shall constitute the first board
of directors, shall elect their president, Sec
Rotary and treasuuer-the last named Offices
to be individual, or both in one, as the d.
rectory saw fit. Mr.. Edmondson explained
the substance of the act of the Tennessee
Legislature of 1875 relating 10 the granting
OF charters, upon which he stated there
seemed 10 be considerable misu understanding.
SUCCEEDING ELECTIONS.
10 response TO a question BY Mr.. Claude
freeman concerning the election OF subse
quent presidents and boards of directors,
Mr.. Edmondson explained that succeeding
boards of directors were TO be elected by the
entire membership, but presidents must be
chosen by the board of directors only. The
membership OF the Exchange, in electing
the board, might designate their choice for
| president, and the directory might elect him
| through courtesy TO the membership, but
they were in no sense obliged to do it.
THE TITLE TO THE CHARTER.
A question BY Mr.. Kane az to whom the
| title TO the charter was vested in was re-
| sponded to by Mr.. Edmondson-ihst if, after
the charter was obtained and no further sc-
| ton WAS taken, the title would vest 10 the
charter members; but If stock certificates
were issuediunder that charter, each stock
| holder would become owner in proportion TO
| his stock, which cannot be transferred to any
| one else without the consent of a ma iority OF
| the stockholders.
| OUT OhUEh.
II was found that according TO Mr.. Ell
mondson's explanation OF the law bear
| iug upon charters, that Mr.. Galloway's reso-
luton would not apply, and several motions
were made, among them one 10 the effect
| that ten charter members be elected al the
present meeting.
| CHARTER-MEMBER ELECTION.
| Col L. 3. Haynes offered motion in
lieu of all others, that in view OF the gene
raj understanding among the membership
| that the officers of the Exchange should be
chosen at the Tuesday night nesting, the
| balloliug for charter members be deferred to
that time, with the understanding that those
embraced in the charter now in Nashville
| file their disclaimers to such positions.
Col Hayness motion was carried unani-
| mously, and the meeting, which, while the
questions had been warmly discussed, was
| marked by harmony and good feeling
throughout, adjourned.
ADDITIONAL MEMBERS.
Acting-Secrelary E. A. Keeling handed Us
the following list of additional members
| fotal nf aiubf v-oiohf nm las,