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and powers and the enumeration of specific powers shall not be held to limit or restrict, in any manner, the general powers of the corporation and the enjoyment thereof as conferred by the laws of the State of New York or of the United States and the objects and powers specified in any clauses shall, except where otherwise expressed, be in no wise limited or restricted by reference to, or in reference from, the terms of any other clause, but the objects and powers specified in each of the clauses shall be regarded as independent purposes and powers; Provided, however, that the same be, in all respects, subject to, governed by, and not inconsistent with the laws under which the corporation is organized and the Act of Congress, entitled "An Act to promote export trade, and for other purposes," (Public 126, 65th Congress) approved April 10, 1918, and any acts amendatory thereof or supplementary thereto and any and all lawful orders and regulations of the Federal Trade Commission made thereunder.

Third: The total number of shares of capital stock which may be issued by the corporation is five hundred, all to be stock without par value.

The shares of stock shall be issued at One Hundred Dollars ($100) per share, and may be acquired and held by such persons, firms or corporation, or groups thereof, only as shall execute agreements with the corporation appointing the corporation either one of their representatives for the promotion of their interests in, or one of their agents for the export sale of their goods, wares or merchandise, to, or into, the country or countries in which the corporation may be conducting export trade. No persons, firm or corporation shall be entitled to hold more than one share of stock without par value, nor may such stock be issued to any person, firm or corporation not a member of the National Association of Manufacturers of the United States of America, nor shall any such stockholder be entitled to subscribe for, purchase, receive or hold any part of any new or additional issue of stock. The corporation, after providing for its necessary and reasonable expenses of operation and maintenance, shall have power, by a vote of two-thirds of the members of its Board of Directors, to

make such appropriations out of its surplus funds for the development of export trade or ratably to the membership of the corporation as and when its Board of Directors shall so order.

The common stock may be increased according to law.

The holder of each share of the common stock shall be entitled at any meeting of stockholders of the corporation to one vote in person or by proxy.

Fourth: The amount of capital with which the corporation will carry on business is Twenty Five Hundred Dollars.

Fifth: The principal business office of the corporation is to be located in the Borough of Manhattan, City, County and State of New York.

Sixth: The duration of the corporation is to be perpetual.

Seventh: The number of its directors is to be fifteen, and it is hereby provided, pursuant to law, that the directors are not required to be stockholders, of which, five directors shall be elected in each year and the term of office of each director, except as provided in the next section hereof, shall be three years, or until his successor shall be chosen.

Eighth: The names and postoffice addresses of the directors for the first year and the term of office of each are as follows: To serve until the first annual meeting.

To serve until the second annual meeting.

To serve until the third annual meeting.

Ninth: The names and postoffice addresses of the subscribers to this certificate and the number of shares of stock which each agrees to take in the corporation are as follows:

Tenth: The Board of Directors may appoint an Executive Committee from among their number, which committee to the extent provided in the by-laws of the corporation shall have and may exercise all the powers of the Board of Directors in the management of the business and affairs of the corporation during the intervals between the meetings of the Board of Directors as far as may be permitted by law.

IN WITNESS WHEREOF, we have made, signed and acknowledged this certificate this fifth day of April, 1919.

EXHIBIT XVIII.

PROPOSED AGREEMENT OF A CEMENT EXPORT ASSOCIATION.1

Memorandum of agreement made this

day of

----------, 19........, by and between Portland Cement Export Corporation, a corporation of the State of New York (hereinafter, for convenience, called the "export company"), of the first part, and Portland Cement Co., a corporation of (hereinafter, for convenience, called

the State of

the "cement company"), of the second part.

Whereas, the export company has been incorporated for the purpose, among other things, of furthering the interests of the cement manufacturers, stockholders thereof, by providing an instrumentality to make effective the united effort of the stockholders in creating and developing markets in foreign countries for cement of their manufacture, and the successful carrying out of the plans contemplated requires the execution of agreements between the export company and the several cement companies stockholders thereof embodying the terms and conditions hereinafter set forth.

Now, therefore, this agreement witnesseth, that in consideration of the premises and the sum of $1 to the cement company by the export company in hand paid, the receipt whereof is hereby acknowledged, and the covenants and agreements hereinafter contained, the parties hereto have agreed, and by these presents do agree, as follows, to wit:

The cement company shall sell and deliver to the export company, either from a plant of the cement company or from another company, and the export company shall purchase and pay for cement as follows:

1. Quality.—All cement delivered by the cement company

1Hearings before the Committee on Interstate Commerce, U. S. Senate, 64th Congress, 2nd session, on H. R. 17350, pp. 131-3.

hereunder shall be guaranteed by the manufacturing cement company to comply with and pass (a) the specifications of the American Society of Testing Materials and (b) all other local specifications of the countries to which the cement is to be shipped by the export company, provided that said local specifications are such that it is reasonably possible for the cement company to manufacture cement complying with and passing such local specifications at a mill or plant operated by it, and (c) whenever required by the export company the cement is to be tested by the laboratory of the Bureau of Standards, Washington, D. C., or other recognized public testing laboratory at the cost of the export company.

2. Packages.-The cement company shall pack the cement in the kind of packages and ways designated from time to time by the export company.

3. Markings.-Said packages shall only bear such marks, labels and indicia as shall be directed from time to time by the export company. Until the export company shall direct otherwise, each package shall be marked only with (a) the brand of the export company, a specimen of which is appended hereto, and (b) the number to identify the manufacturing cement company.

4. Quantity. The cement company shall furnish and deliver hereunder each year, as the export company may order, an amount of cement not exceeding 5 per cent. (5%) of its annual capacity as set forth in the table hereinafter in this paragraph contained, said capacities to govern until revised by agreement of the cement company and the export company, provided that the cement company may furnish and deliver, upon orders of the export company, any amount of cement in excess of the foregoing as may suit its convenience. The foregoing is subject to contingencies arising from fires, strikes and other causes beyond the control of the cement company, and in the event of such disability both the export company and the cement company shall be relieved from the obligation of ordering, furnishing and delivering cement from or by the company so affected so long as such disability continues.

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Within the limit aforesaid, the quantity to be sold and delivered by the cement company shall be that proportion of the total amount of cement sold by the export company which the number of shares of the capital stock of the export company held by the cement company and its officers bears to the total number of shares of said capital stock issued and outstanding, it being understood and agreed that the export company shall distribute its orders from time to time in accordance with the foregoing so as to keep the quantity to be sold and delivered by the cement company as accurately as practicable in proportion to the number of shares held by it and its officers in the export company.

5. Deliveries.—

(a) All orders from the export company to the stockholding cement companies shall be distributed among them as nearly as practicable in accordance with the proportion above indicated, so that no material benefit or disadvantage may accrue to any of the stockholders, subject only to such departures from a strict application thereof as may be reasonably necessary to further the business of the export company, and a copy of each order

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