120 Report of State Board of Horticulture. 



bursement for any expense incurred by him in transacting business 

 authorized by the Board. Provided, also, that this section shall not 

 debar a director from receiving per diem as a member of the auditing 

 committee hereinafter mentioned. 



5. Executive Committee. — The directors may choose two of their 

 number who with the president, shall constitute an Executive Comm'ttee, 

 which committee shall have such power, duties and authority as may be 

 expressly designated in the resolution appointing such committee. 



6. Appointment of Subordinates. — The directors shall appoint such 

 agents and employees as they may deem expedient, and may remove them 

 at pleasure. They shall fix the compensation and prescribe the duties of 

 those thus appointed, and see that these duties are properly performed. 

 This section shall not be construed to prohibit granting authority to the 

 person who may act as manager to employ and discharge such sub- 

 ordinates. 



7. Employment of Relatives. — The directors shall not permit anyone 

 having authority to hire help to employ any person who is related to him 

 within the third degree, without the concurrence of a majority of the 

 Board, by a vote duly entered on the secretary's record. 



8. Manager. — If the directors employ a manager, they shall give him 

 authority to employ and discharge help, and shall as occasion demands set 

 aside for his use a specific sum of money, against which he shall be 

 empowered to draw checks, in payment for wages, products, supplies, and 

 other expense of conducting the business of the association. In that case 

 the directors shall instruct the treasurer to place the sum stated to the 

 credit of the manager as such; and shall require said manager to render 

 to them a monthly statement sbowing all disbursements made by him. 



9. Vacancies in the Board. — Shall be filled by a majority vote of the 

 remaining directors at any regulär meeting of the Board. The persons 

 chosen to fill such vacancies shall hold office until their successors are 

 elected and qualified. 



10. Regulär and Special Meetings. — The Board of Directors shall meet 

 regularly, at ten o'clock a. m., on the first Tuesday of each month. Special 

 meetings may be called at any time by the president and secretary, and 

 must be so called upon written request of a majority of the directors. 

 Notice of such special meetings shall be personally served upon each 

 director, at least twenty-four hours before the time of such meeting, or 

 by mailing a copy of said notice to the last known address of each 

 director, at least three days prior to said meeting, which notice shall 

 State the time, hour and place of said meeting, and shall be signed by 

 the president and secretary, or by someone acting in their stead during 

 their absence or disability. 



Any business transacted by any or all the directors, outside a regulär 

 meeting, or a special meeting called as herein provided, shall be invalid, 

 unless the same shall be ratified at the next regulär meeting of the 

 Board, by a majority vote thereof. This Provision is not intended to 

 apply to the Executive Committee, acting as such, nor to any director 

 who may also be an officer, and acting in discharge of his official duty. 



IL Quorum at Directors' Meeting. — A quorum shall consist of a 

 majority of the directors, but a less number may adjourn to a subse- 

 quent date. 



12. The directors shall cause certificates of stock to be issued to the 

 stockholders, in proportion to their several Stockholdings. 



13. Keeping a Check Register. — The directors shall cause to be kept a 

 check register, in which shall be entered, in the order of their drawing, 

 a list of all checks drawn on association funds, to whom and for what 

 purpose drawn, and when paid. 



