June 25. 1922 



HARDWOOD RECORD 



29 



Constitution and By-Laws Adopted 



I 



The committee on organization, by Chairman James E. Starlc, 



made its report, including the constitution and by-laws for the 



Hardwood Manufacturers' Institute, which was read and adopted. 



Practically all of those present signed cards indorsing the plan, 



entering membership and giving their production capacity. 



CONSTITUTION .\NI) P. Y LAWS OF THE H.iltDWOOD 

 MANUFACTURERS' INSTITUTE 



ARTU'I.E 1 



Name : 



The name of this organization shall be THE HAItDWOOU MANUFAC- 

 TURERS' INSTITUTE. 



Article II 

 Objects and I'ltrposcs 

 The objects and purposes of this institute shall be: 



1. To secure and disseminate a full understanding; of the facts and con- 

 ditions coDcernin,? and affecting the hardwood industry. 



2. To provide and adopt and assist in the adoption and establishment of 

 measures, designed and intended to provide and establish : 



Uniform standards and improved methods of manufacturing and market- 

 ing hardwood forest products. 



Uniform standardized nomenclature for the industry. 



Standardized rules for the grading, inspection and certification of lum- 

 ber and forest products. 



,\n inspection service for the enforcement and administration of said 

 rules adequate to meet all needs therefor. 



Appropriate and efficient means for guaranteeing to purchasers and the 

 public the integrity of grades, the quality and quantity of lumber and 

 the improvement of trade practices. 



.S. To acquire, preserve and disseminate information respecting the 

 industry. 



4. And generally to protect the rights and promote the interests of the 

 hardwood industry. 



5. To enlist the co-operation of the consumers in promoting the mutual 

 interests of producers and consumers. 



6. To adopt such means as will promote the wisest utilizations and the 

 prevention of waste, thereby serving the cause of conservation of our 

 timber resources. 



Article III 

 Membership 



Section 1. Individuals, firms or corporations who are bona fide pro- 

 ducing manufacturers of hardwood lumber or other hardwood forest prod- 

 ucts (including also such producers of cypress lumber and cypress forest 

 products) shall be eligible to membership in the institute. Every member 

 shall be entitled to one vote ; voting shall be in person ; proxies shall not 

 be permitted. 



Section 2. Applications for membership (except at the initial organi- 

 zation meeting) shall be made to the secretary in writing, and be accom- 

 panied bv the initiation fee. All such applications tor membership shall 

 be referred to the Membership Committee, and, it approved, shall be acted 

 upon by the Board of Directors at its next meeting. A majority vote of 

 the Board of Directors shall be sufficient to elect an applicant to member- 

 ship. 



Section 3. Any member may be suspended or expelled for cause by a 

 majority vote of the Board of Directors, but no member shall be expelled 

 without being given thirty days' written notice of the charges preferred 

 and an opportunity to appear before the board and present his defense. 



Article IV 

 Departments 



Section 1. The activities of the institute may be conducted by and 

 through such appropriate departments, divisions or bureaus as may from 

 time to time be determined upon by it. 



Section '-. Until and unless the institute at a regular meeting (or 

 special meeting called for the purpose) acts in the creation of said depart- 

 ments, divisions or bureaus, the Board of Directors shall have full author- 

 ity to act in the premises, in the creation and setting up said departments, 

 divisions or bureaus, and defining their duties and the scope of their 

 activities. 



Article V 

 Initiation Fee and Dues 



Section 1. The initiation fee shall be .$2,5 tor mcmljership in the insti- 

 tute, and npon payment of same and election to nienihi-isliip the Board of 

 Directors shall issue a certificate of membership in the institute ; but mem- 

 bership in the institute shall not be assignable or transferable. 



Section 2. For the purpose of fixing the rates of dues the membership 

 of the institute shall be divided into the following classes : 



Class A. This class shall comprise the manufacturers of hardwood (and 

 cypress) lumber. 



Class B. This class shall comprise the manutaeturers of sawn and 

 sliced veneers. 



Class C. This class shall comprise the manufacturers of commercial 

 rotary veneers. , , , , 



Class D. This class shall comprise the manufacturers of other hard- 

 wood forest products, such as box shooks. veneer for box shocks, staves, 

 headings, ties and dimension stocks. 



Section 3. For the remainder of the present calendar year the dues of 

 the said respective classes shall be as follows : 



Class A. Five cents per thousand feet log scale, based on the annual 

 average cut for the five years prior to 1922, or such part thereof as the 

 member may have operated. 



Class B. Fifteen cents per thousand feet, flitch measurement, or lace 

 measurement of veneer, reduced to flitch measurement, based on the aver- 

 age annual production for the five years prior to 1922, or such part thereof 

 as the member may have operated. 



Class C. Five cents per thousand feet log measure, based on the average 

 annual feetage of logs used for the five years prior to 1922, or such part 

 thereof as the member may have operated. 



Class D. Five cents per thousand feet log measure, based on the average 

 annual feet.age of logs used for the five years prior to 1922, or such part 

 thereof as the member may have operated. 



In all classes in case of a member beginning operations the fee shall be 

 based upon the estimated production of the current year. 



Provided, however, that the minimum dues for said first year per mem- 

 ber shall be $50. 



Said dues shall be paid at such times and in such installments as di- 

 rected by the Board of Directors. 



Section 4. After the first year the dues of the members tor the respec- 

 tive classes shall be fixed from time to time by the Board of Directors. 



Section 5. When an assessment of dues is made it shall be binding on 

 all who are members at the time such assessment is levied, and any mem- 

 ber failing to pay same, or any installment thereof, within thirty days 

 after it is due will be subject to suspension. 



Section 6. Any member who has paid his dues and other obligations in 

 full for the calendar year may withdraw from the institute by giving thirty 

 days' notice in writing and surrendering his membership certificate. 



Article VI 

 Meetings 



Section 1. There shall he an annual meeting for the election of officers 

 and the transaction of other business each year; the exact date' and place 

 of such meeting shall be fixed by the Board of Directors, and notice of such 

 meeting shall be mailed to all members of the institute at least thirty 

 days prior to the holding thereof. 



A semi-annual meeting for the transaction of general business may be 

 held each year, notice of which shall be given in the same manner as for 

 the annual meeting. Special meetings of the institute may be called by 

 the president or by a majority of the Board of Directors, but at least 

 fifteen days' notice shall be given of the time, place and purpose for hold- 

 ing such meeting. 



Section 2. Meetings of the Board of Directors shall be held at the call 

 of the president ; or a majority of the Board of Directors may call and 

 hold meetings at such times and such places as they think fit. 



Article VII 

 Qdordm 



Section 1. At any regular or called meeting of the institute, those 

 attending being not less than fifty, shall constitute a quorum for the trans- 

 action of business. 



Section 2. At any regular or called meeting of the Board of Directors, 

 those attending being not less than seven, shall constitute a quorum for 

 the transaction of business. 



Section 3. At any regular or called meeting of the Executive Committee, 

 those attending being not less than five, shall constitute a quorum for the 

 transaction of business. 



Article VIII 

 Officers and Directors 



Section 1. The officers of this institute shall consist of a president, 

 first and second vice-presidents, treasurer, secretary-manager and twenty- 

 one directors. 



Section 2. The president, vice-presidents and treasurer shall be elected 

 by balhtt at each annual meeting for a period of one year. 



Section 3. At the annual meeting there shall be elected twenty-one 

 dircn-tors, seven of whom shall be elected for a term of three years, seven 

 of whom shall be elected for a term of t'A'o years, and seven of whom shall 

 be elected for a term of one year, and at each succeeding annual meeting 

 there shall be elected seven directors for a period of three years. 



Section 4. The elective officers and directors shall constitute a Board 

 of Directors, and shall hold office until their successors shall have been 

 elected and dul.v qualified. 



Section 5. The president and six of the directors shall constitute an 

 Executive Committee. The appointment to the Executive Committee shall 

 be made by the president at the annual meeting, to serve one year, and 

 said appointments shall be approved by the Board of Directors. The 

 Executive Committee shall have the full power of the Board of Directors, 

 save at such times as the board of Directors are in session. 



Section 6. The Executive Committee shall meet at the call of the presi- 

 dent as often as the business of the institute requires. 



Section 7. The secretary-manager shall be appointed and salary fixed 

 by the Board of Directors and be subject to the direction of the Board of 

 Directors. 



Section .S. The president shall at each annual meeting appoint a Nomi- 

 nating Committee to prepare a ticket of officers and directors to be voted 

 upon, but nominations other than those submitted by the committee may 

 be made from the fioor. A majority of all votes cast shall be necessary 

 for the election of any candidate to office. 



Section 9. In the case of vacancies on the Board of Directors, or in 

 any of the official positions, the same shall he filled by the Board of 

 Directors at any meeting. 



Article IS 

 Ditties of Officers 



Section 1. It shall be the duty of the president to preside at all meet- 

 ings of the institute. 



Section 2. In the absence of the president, the first vice-president, and 

 In the absence of both, the second vice-president shall perfoi-m the duties 

 of the president. 



Section 3. The treasurer shall keep an account of all moneys received 

 and expended for the use of the institute and shall make distribution only 

 upon vouchers issued by authority delegated by the Board of Directors. 

 When his term of office expires he "shall deliver to his successor all moneys, 

 books, papers or other property in his possession belonging to the insti- 

 tute, or. in the absence of the treasurer-elect, same shall be delivered to 

 the president. 



Section 4. It shall be the duty of the secretary-manager to give notice 

 of and attend all meetings of the institute and the Board of Directors : to 

 keep a list of all members of the institute : to collect all dues and pay them 

 to the treasurer : to keep properly classified accounts of all receipts and 

 expenditures : to prepare an annual and semi-annual report of all transac- 

 tions and the condition of the institute, and to perform any and aU duties 

 which mav be required of him by the Board of Directors. 



Section "5. The Board of Directors shall have power to select its chair- 

 man • to appoint committees from the membership of the board or of the 

 institute ■ to receive moneys and to disburse same ; to devise and to carry 

 into effect such measures as they may deem proper and expedient to pro- 

 mote the objects of the institute ; and shall be vested with full powers 

 of the institute, save at such times as the institute is in session. 



Article X 

 Amendment to the Constitution or By-Laws 



Section 1 The constitution may be amended at any meeting of the 

 institute by a majority vote of the members present, but no amendment 

 shall be considered at any such meeting unless written notice of the pro- 



