Aberdeen, Md., $5,000; Alliance, Ohio, $6,500; Bath, Me., $7,500; Bremerton, Wash., $24,000; HOUSES. Bridgeport, Conn. (site 4-Crane tract), $19,000; Erie, Pa. (east tract), $4,500; Groton, Conn., $1,750; Newport, R. I., $3,750; Niagara Falls, N. Y., $13,000; Niles, Ohio, $5,750; Philadelphia, Pa., $44,000; Portsmouth, Va., District: Cradock, $47,000; Truxtun, $12,500; Pompton Lakes, N. J., $1,000; Quincy, Mass., $36,000; Rock Island District: Davenport, Iowa, $15,000; Moline, Ill., $9,000; East Moline, Ill., $8,000; Rock Island, Ill., $16,500; Vallejo, Calif. (Mare Island), $21,000; Washington, D. C., Navy Yard, $1,000; Waterbury, Conn., $4,000; Watertown, N. Y., $7,000; HOTELS. Bremerton, Wash., $165,000. Kittery Point, Me., $74,000. Washington, D. C., Government Hotel for Government workers; to manage-including personal service-maintain, alter, rent, lease houses, buildings, and improvements owned by the United States and/or the United States Housing Corporation and to operate and maintain restaurants therein, as provided by the Acts of May 16, 1918 (Public Numbered 149, Sixty-fifth Congress), and June 4, 1918 (Public Numbered 164, Sixty-fifth Congress), including the cost of selling the same or, and part thereof; premiums on fire-insurance policies, fidelity bonds, public and employers' liability, $700,000; in all, hotels, $939,000. Quincy, Mass., $2,500; RESTAURANTS. Vallejo, Calif. (Mare Island), $110,000; in all, restaurants, $112,500. APARTMENTS. Bremerton, Wash., $6,000; Bridgeport, Conn. (site one, Black Rock), $33,000; Portsmouth, Va., District: Cradock, $6,000; In all, apartments, $61,600. DORMITORIES. Indian Head, Md., $6,000; Quincy, Mass., $74,000; Vallejo, Calif. (Mare Island), $28,000; Washington, D. C.: Navy Yard, $4,000; In all, dormitories, $112,000. In all, $2,068,970: Provided, That no part of the appropriations heretofore made and available for expenditure by the United States Housing Corporation shall be expended for the purposes for which appropriations are made herein. Section 5 of the Act Entitled "An act to authorize the President to provide housing for war needs," approved May 16, 1918, is hereby amended to read as follows: "SEC. 5. That the power and authority granted herein shall cease with the termination of the present war as formerly proclaimed by the President, except the power and authority to care for, rent, operate, and sell such property as remains undisposed of; to conclude and execute contracts or other obligations made or incurred during the war or in carrying out the provisions of this section; to collect the principal and interest of loans made or other sums due under obligations entered into under this Act; and to take such other steps as are necessary to protect the interests of the Government and to fulfill the obligations duly incurred in carrying out the powers granted by said Act. All property shall be sold at its fair market value as soon as can be advantageously done, and a reasonable effort shall be made to sell the houses direct to prospective individual home owners for their own occupancy before they are offered for sale in bulk or to speculative investors. Full power and authority is hereby given to sell and convey all such property remaining undisposed of after the termination of the present war. All deeds, contracts, or other instruments of conveyance executed by the United States Housing Corporation by its duly authorized officer or officers where the legal title to the property in question is in the name of said corporation, and by the United States of America by the Secretary of Labor where the title to the property in question is in the name of the United States of America, shall be conclusive evidence of the transfer of title to the property in question according to the purport of such deeds, contracts, or other instruments of conveyance, and in no case shall any purchaser or grantee thereunder be required to see to the application of any purchase money: Provided, however, That no sale or conveyance shall be made hereunder on credit without reserving a first lien on such property for the unpaid purchase money: Provided further, That in no case shall any such property be given away; nor shall rents be furnished free, but the rental charges shall be reasonable and just as between the tenants and the Government. The United States Housing Corporation (a corporation organized by authority of the President of the United States, pursuant to the provisions of an act approved May 16, 1918, entitled 'An act to authorize the President to provide housing for war needs,' and an act approved June 4, 1918, entitled 'An act making appropriations to supply additional urgent deficiencies in appropriations for the fiscal year ending June 30, 1918, on account of war expenses, and for other purposes') shall wind up its affairs and dissolve as soon as it has disposed of said property and performed the duties and obligations herein set forth: Provided, That the corporation shall report to Congress on December 31, 1919, and on June 30, 1920, all sales made and the amounts received therefrom together with a detailed statement of receipts and expenditures on account of the other activities authorized by law." APPENDIX II. CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE UNITED STATES HOUSING CORPORATION. We, the undersigned, all being of full age, at least two-thirds being citizens of the United States, and at least one of us a resident of the State of New York, desiring to form a stock corporation, pursuant to the provisions of the Business Corporations Law of the State of New York, do hereby make, sign, acknowledge, and file this certificate for that purpose, as follows: First. The name of the proposed corporation is United States Housing Corporation. Second. The purposes for which it is to be formed are to purchase, acquire by lease, construct, or acquire in any manner, houses, buildings, furnishings, improvements, local transportation, and other general community utilities and parts thereof; to purchase, lease, or acquire in any manner any improved or unimproved land, or any right, title, or interest therein, on which such houses, buildings, improvements, local transportation, and other general community utilities and parts thereof have been or may be constructed; to equip, manage, maintain, alter, rent, lease, exchange, sell, and convey such lands, or any right, title, or interest therein, houses, buildings, improvements, local transportation and other general community utilities, parts thereof and equipment; to aid in providing, equipping, managing, and maintaining, houses, buildings, improvements, local transportation, and other general community utilities, by loan or otherwise; to take possession of, alter, repair, improve, and suitably arrange for living purposes all houses, except the Maltby Building, on square 633 of the District of Columbia, owned by the United States, together with any other houses in the District of Columbia owned by the Government. All of the acts, purposes, and powers enumerated above shall be exercised in furtherance of, in conformity with, and for carrying out the provisions of an Act of Congress approved May 16, 1918, entitled "An Act to authorize the President to provide housing for war needs," and of an Act of Congress, approved June 4, 1918, entitled "An Act making appropriations to supply additional urgent deficiencies for the fiscal year ending June 30, 1918, on account of war expenses, and for other purposes," subject, however, to all of the provisions of the Business Corporations Law of the State of New York. Third. The number of shares that may be issued by the corporation is 1,000 shares without par value. Fourth. The amount of capital with which the corporation will carry on business is $5,000. Fifth. Its principal business office is to be located in the Borough of Manhattan, in the city, county, and State of New York. Sixth. Its duration is to be perpetual. Seventh. The number of its directors is to be seven.1 Eighth. The names and post office addresses of the directors for the first year are as follows: Otto M. Eidlitz, 30 East Forty-Second Street, New York, N. Y. 1 Increased to nine by amendment of July 17, 1919. Tenth. The directors need not be stockholders of the corporation. They may hold their meetings and have an office outside the State of New York. The corporation may issue and sell its authorized shares from time to time for such consideration as may from time to time be fixed by its board of directors. It may acquire, hold, and dispose of the stocks, bonds, and other evidences of indebtedness of any other corporation, domestic or foreign. The board of directors, by an affirmative vote of the whole board, may appoint an executive committee of three of its members, which committee shall have and may exercise all the powers of such board during the intervals between the meetings of such board, which may be lawfully delegated, subject to such limitations as may be provided in the by-laws or by resolutions of the board. In witness whereof we have made, signed, acknowledged, filed this certificate in duplicate. and SEC. 2. The corporation may also have an office in the District of Columbia and at such other places as the board of directors may from time to time appoint or the business of the corporation may require. ARTICLE II.— Meeting of stockholders. SECTION 1. The annual meeting of the stockholders of this corporation shall be held at the principal office of the corporation on the second Monday in July of each and every year, at 12 o'clock noon, for the election of directors and such other business as may properly come before said meeting. Notice of the time, place, and object of such meeting shall be given by publication thereof at least once in each week for two successive weeks immediately preceding such meeting, in the manner required by the stock corporation law, section 25, and at least 10 days prior to such meeting by serving notice thereof personally or by mail. Service of notice by mail may be made by depositing the notice in a post office or a letter box in a post-paid sealed wrapper addressed to each stockholder at such address as appears on the books of the corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed. SEC. 2. Special meetings of stockholders, other than those regulated by statute, may be called at any time by the president or by a majority of the directors. The president shall call such meetings whenever requested in writing so to do by stockholders owning a majority of the capital stock issued and outstanding. A notice of every special meeting, stating the time, place, and object thereof, shall be given at least three days before such meeting, either personally or by mail as aforesaid. Any business may be transacted at such meetings so called and held, including election of directors, in substitution for the then incumbents, although the latters' terms of office may not then have expired. SEC. 3. At all stockholders' meetings, stockholders, owning at least a majority of the capital stock issued and outstanding, present in person, by attorney, or by proxy, shall be necessary and sufficient to constitute a quorum for the transaction of business, except as modified by the provisions of section 30 of the general corporation law, relative to the special election of directors. If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders present in person or by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock shall be present. At such adjourned meeting, at which the requisite stock shall be represented, any business may be transacted which might have been transacted at the meeting as originally called. SEC. 4. At all meetings of stockholders only such persons shall be entitled to vote in person or by proxy as appear as stockholders upon the transfer books of the corporation 10 days immediately preceding such meeting. SEC. 5. At the annual meetings of stockholders the following shall be the order of business, viz: 1. Calling the roll. 2. Proof of proper notice of meeting. 3. Report of president. 4. Report of treasurer. 5. Report of secretary. 8. New business. SEC. 6. At all meetings of stockholders all questions, except such the manner of deciding which is specially regulated by statute, shall be determined by a majority vote of the stockholders present in person or by proxy. Unless a stockholder present in person or by proxy shall demand a vote by ballot, all voting may be viva voce, except that the election of directors shall be by ballot. SEC. 7. All meetings shall be presided over by the president. In the absence of the president, the vice president shall preside and shall have the powers herein conferred on the president. SEC. 8. Two inspectors of election shall be elected at each annual meeting of stockholders to serve for one year, and if any inspector shall refuse to serve, or shall not be present, the meeting may appoint an inspector in his place. Inspectors for the first annual meeting of the stockholders shall be appointed by the board of directors at any time prior to said stockholders' meeting. ARTICLE III.-Directors. SECTION 1. The property business of the corporation shall be managed by its board of directors, seven in number. They shall be elected by the stockholders at the annual meeting of stockholders of the corporation to be held at the principal office. Each director shall be elected to serve for the term of one year and until his successor shall be elected and shall qualify unless sooner removed. SEC. 2. At all times, at least one director shall be a resident of the State of New York. SEC. 3. The stockholders shall have the right to remove any officer or director from office at any regular or special meeting of stockholders by a vote of a majority of the stock issued and outstanding: Provided, That the notices of such meeting shall have duly announced such contemplated action as part of the prospective business of the meeting. SEC. 4. The directors need not be stockholders in the corporation. SEC. 5. The directors may hold their meetings and have one or more offices and keep the books of the corporation, except the original or duplicate stock ledger, outside of the State of New York at the office of the corporation in the District of Columbia or at such other places as they may from time to time determine. SEC. 6. In addition to the power and authorities by these bylaws and the certificate of incorporation expressly conferred upon them, the board of directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. ARTICLE IV.-Meetings of the board of directors. SECTION 1. The newly elected board of directors may meet at such place and time as shall be fixed by the consent in writing of all the directors for the purposes of organization and otherwise, and no notice of such meeting shall be necessary in order legally to constitute the meeting: Provided, That a majority of the whole number of directors shall be present. SEC. 2. Regular meetings of the board may be held without notice at such times and places as the board shall from time to time determine not inconsistent with the laws of the State of New York or these by-laws. SEC. 3. At all meetings of the board a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business. SEC. 4. Special meetings of the board shall be held whenever called by the president. Notice of such meetings shall be given by mailing the same to each director at his last known address at least two days before the meeting or by personal notice or by telegraphing the same to his last known address at least one day before such meeting. SEC. 5. Directors shall not receive any compensation for their services as directors or members of committees. ARTICLE V.-Officers. SECTION 1. The board of directors at its first meeting after each annual meeting of stockholders shall choose from among their own number a president, who ex officio shall be the chairman of the board of directors, and a vice president, and at the same meeting they shall choose a secretary and a treasurer, who need not be members of the board. The board may appoint such other officers and agents as they may deem necessary, who shall have such authority and shall perform such duties as from time to time shall be prescribed by the board. SEC. 2. The officers of the corporation shall, unless sooner removed, hold office for one year and until their successors are chosen and qualify in their stead. SEC. 3. Any officer elected or appointed by the board may be removed, with or without cause, at any regular or special meeting of the board by a majority vote of the entire board. SEC. 4. No officer of the corporation as such shall be entitled to any compensation for services rendered to the corporation unless such compensation shall have been determined by resolution of the board of directors or of the executive committee. SEC. 5. In case of the absence of any officer of the corporation the board of directors may delegate the powers or duties of such officer to any other officer or to any director for so long as they shall determine. ARTICLE VI.-Executive committee. SECTION 1. The board of directors may create an executive committee of three directors, at least one of whom shall be a resident of the State of New York, which shall consist of the president (or in his absence, the vice president), who shall ex officio be a member and chairman thereof, and two other directors. During the intervals between meetings of the board of directors, this committee shall have and exercise all of the powers of the board of directors which may lawfully be delegated to it. A majority of the committee shall constitute a quorum, but no action taken shall be valid unless the same has the affirmative vote of the chairman and at least one other member. The executive committee may hold its meetings at such times and places and upon such notice as the committee may from time to time determine. ARTICLE VII.-Powers and duties of officers. SECTION 1. The president shall preside at all meetings of the stockholders, executive committee, and the board of directors. He shall have the general oversight and management of the business property, affairs, and administration of the corporation and shall have power to employ and discharge all clerks, employees, and agents, determine their salaries, and prescribe and define their duties. SEC. 2. The vice president shall, in the absence or incapacity of the president, perform the duties of that officer. SEC. 3. The treasurer shall have the care and custody of all the funds and securities of the corporation; he shall sign all certificates for the issued capital stock of the corporation which shall also be signed by the president; he shall sign all checks, drafts, notes, and orders for the payment of money, which shall be countersigned by such officer as the president shall appoint, and he shall pay out and dispose of the same under the direction of the president and board of directors; he shall at all reasonable times exhibit his books and accounts to any director or stockholder of the corporation upon application at the office of the corporation during business hours; he shall give the corporation a bond in a sum to be fixed by the board of directors or the executive committee and with one or more sureties satisfactory to the board for the faithful perform ance of the duties of his office and for the restoration to the corporation in case of his death, resignation, retirement, or removal from office of all books, papers, vouchers, money, and other property of whatever kind in his possession or under his control belonging to the corporation. SEC. 4. The secretary shall keep the minutes of the board of directors, and also the minutes of the meetings of stockholders; he shall attend to the giving and serving of all notices of the corporation, and shall affix the seal of the corporation to all certificates of stock when signed by the president and treasurer; he shall have charge of the stock certificate book and such other books and papers as the board may direct; he shall attend to such correspondence as may be assigned to him and perform all the duties incidental to his office; he shall also keep a stock book, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, the number of shares of stock held by them respectively, the time when they respectively became the owners thereof, and the amount paid thereon, and such book shall be open for inspection as prescribed by section 29 of the stock corporation law. SEC. 5. The officers of the corporation, in general, and in addition to those hereinbefore set forth, shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as shall from time to time be conferred upon them by the board of directors or the executive committee. SEC. 6. The duties of the treasurer and secretary may be delegated to such assistant respective officers as may from time to time be designated by the board of directors. ARTICLE VIII.-Waiver of notice. SECTION 1. Whenever under the provisions of these by-laws or of any of the corporate laws the stockholders or directors are authorized to hold any meeting after notice or after the lapse of any prescribed period of time, such meeting may be held without notice and without such lapse of time by a written waiver of such notice signed by each person entitled to notice, or by the presence of all persons who were so entitled at such meeting. Any director, officer, or stockholder may waive any notice to which he personally would otherwise be entitled and his presence at any meeting, or if absent his subsequent signature to the minutes thereof shall constitute such waiver. ARTICLE IX.- Vacancies. SECTION 1. Any director or officer may resign his position at any time, such resignation to be made in writing and to become effective at the pleasure of the board. SEC. 2. If the office of any director or officer becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, the remaining directors then in office, although less than a quorum, at any special meeting called for that purpose or at any regular meeting of the board, by a majority vote may choose a successor or successors who shall hold office for the unexpired term in respect to which such vacancy occurred. ARTICLE X.-Stock. SECTION 1. The certificates of stock of the corporation shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder's name and the number of shares and shall be signed by the president or vice president and treasurer and be attested by the corporate seal. SEC. 2. Transfers of stock shall be made only on the books of the corporation by the holder thereof in person by his attorney lawfully constituted in writing, upon surrender and cancellation of certificates for a like number of shares. ARTICLE XI.-Amendments. SECTION 1. The stockholders by the affirmative vote of a majority of the stock issued and outstanding may at any regular or at any special meeting alter or amend these by-laws. SEC. 2. The board of directors by the affirmative vote of a majority of its members may alter or amend these by-laws at a regular or special meeting of the board: Provided, That the amendment shall have been proposed at a meeting of the board at least three days prior to said meeting: And, provided, That by a vote of a majority of the stock issued and outstanding such amendment may be repealed at any subsequent regular or special meeting of the stockholders, and subject to the provisions of the general corporation law, section 11, subsection 5. ARTICLE XII.-Miscellaneous. SECTION 1. The seal of the corporation shall be in the form of a circle and shall bear the name of the corporation and the year of its incorporation. SEC. 2. The fiscal or business year of the corporation shall begin on the 1st day of July and end on the 30th day of June of each year. |