The Florida agriculturist. [volume] (DeLand, Fla.) 1878-1911, 1885-03-25

ton, ana receiving adequate security TO
indemnify the company against any loss
subsequent upon the issue of such new
certificate or certificates.
ARTICLE 2. Each stakeholder shall be
entitled to one vote at the meeting of the
company for each share of the stock held
by him, whether he appears in person or
by proxy, made under written authority,
to be filed with the secretary. Provided
that the person appointed shall himself
be stakeholder in the company.
ARTICLE 3. Special meetings OF the
stockholders shall be called by the presi-
dent at such times as the Board of Di-
rectors may order, or on request, in writ
ing, of persons holding a majority OF the
stock. Notice of such meeting shall be
given in accordance with the provisions
of section 10 of chapter 81 of M'Clellan's
Digest of the Laws of Florida.
ARTICLE 4. The directors shall be
stockholders, and shall be elected by
ballot at the annual meeting, and shall
hold their offices for one year and until
their successors are elected and duly in
stalled. Vacancies in the Board of Di-
rectors shall be filled by the directors,
the appointment to continue until the
next meeting of the stockholders.
At the first election, and at all annual
elections thereafter, nine directors shall
be chosen first. The stockholders may
then proceed to the election of the other
officers provided for in the articles of in
corporation, or they may delegate the
choice of such officers to the Board of
Directors. The directors shall hold
regular meeting on the first Wednesday
of each month at the office of the com
pany. They shall carefully examine the
books of the Corporation and shall from
time to time indicate to the stockholders
and to the public the policy to be pursued
by the corporation; the general purposes
and objects of the corporation being I'M
derstood to be to arrange in the most eff
fective manner for the proper preparation
for market and for speedy, careful and
cheap transportation and judicious and
satisfactory marketing OF oranges and
other fruits and perishable products.
| The Directors shall have general super
/ vision Of all the affairs 81 the Exchange,
shall direct its operations, choose its
agents and employees, fix the salaries or
compensations for their services, and
shall provide the necessary facilities for
| the transaction of the business of the
company. The directors may at their
discretion assign the duties of general
manager to the president, or any other
| officer of the corporation, or choose some
other person for that position.
| The directors shall designate three of
their number to act as an executive COM
mittee, of which committee the president
shall be er-oficio chairman.
| The committee shall meet on Wednes-
day of each week at the office of the Ex-
change, shall examine the books, con-
fer with the officers and general manager,
and shall give such directions as from
| time to time may be necessary, subject
| to the approval of the full Board of Di
rectors at the next regular meeting.
ARTICLE 5. In addition to the custom
airy duties indicated by their official
names, the president and vice-presidept
of the Exchange shall render such SER
vices as may be required of them by the
Board of Directors.
ARTICLE 6. The secretary shall keep
| an accurate record of all the proceedings
of the stockholders and of the directors,
shall have the custody of all books and
papers of the Exchange, and shall per-
| form such other clerical duties as may
from time to time be deemed necessary.
| ARTICLE z. The treasurer shall receive
and disburse the moneys of the corpor-
alton, shall sign all checks, orders, drafts
or demands for the payment of money,
and shall make all payments, sign all
notes, acceptances and other evidences
of Indebtedness, and make a report at
the annual meeting of his doings, and
shall perform such other duties as may,
from time to time, become necessary as
the chief financial officer of the Exchange.
Before entering upon the duties of the
office he shall execute good and suffici-
ent bond for such sum as the Board of
Directors shall determine for the faith
full performance of his trust.
ARTICLE s. The auditor shall examine
all accounts, invoices, returns for sale of
fruit and all other evidences of indebt-
ness, and no money shall be paid by the
treasurer except upon his certification of
the correctness of the demand. The
auditor shall make report semi-annu
ally to the Board of Directors, and a
yearly report under oath at the annual
meeting of stockholders.
ARTICLE 8. Dividends of the earnings
of the company may be declared by the
BOARD of Directors when in their judg-
ment the affairs of the company will
justify; but in no case shall dividend be
made until indebtedness shall be pro-
vided for. The stock transfer book of the
Exchange shall be closed ten days pre-
vious to the payment of such dividend.
ARTICLE 10. These bylaws may be
amended at any regular meeting of the
Board of Directors by two-thirds vote