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Cornell University Library 
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 Organi»«on i and..bY^S.A&,Kffill 
 
 3 1924 027 500 184 ..»...* 
 
The original of this book is in 
 the Cornell University Library. 
 
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 the United States on the use of the text. 
 
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 Preface. 
 
 This edition of the Organization and By-Laws of The 
 Tribune Association is printed in conformity with a res- 
 olution passed by the Stockholders at their Annual Meeting, 
 held January II, 1871. 
 
 The undersigned believes that the following interesting 
 facts connected with the history of The TRIBUNE, from its 
 commencement up to the time when the Association was 
 organized under The General Manufacturing Law of the State 
 of New York, May 1, i860, are worth preserving in this form. 
 The publication of The New York Tribune (daily- 
 edition) was commenced on Saturday, April 10, 1841, at No. 
 30 Ann-street, by Horace Greeley, who was sole Proprietor 
 and Editor-in-Chief. On July 31, 1841, it was announced 
 in The TRIBUNE, under the Editorial head, that Thomas 
 McElrath had been associated with Mr. Greeley as co-partner 
 in the publication, and that he would thereafter fulfill the 
 duties of Publisher. 
 
 From that time until January 1, 1849, the paper was 
 published by Greeley & McElrath. A few weeks before Janu- 
 ary 1, 1849, Messrs. Greeley & McElrath decided to invite 
 certain persons employed in leading positions in the several 
 departments of the office, to join them as co-partners. A 
 meeting was called, and the following gentlemen attended: 
 Horace- Greeley, Thomas McElrath, 
 
 George M. Snow, Robert M. Strebeigh, 
 
 Bayard Taylor, John F. Cleveland, 
 
 Thomas N. Rooker, George Hall. 
 
 Mr. Greeley acted as Chairman, and Mr. McElrath as 
 Secretary. 
 
 Messrs. Greeley and McElrath stated the object of the 
 meeting. This was to give notice that they had judged it 
 beneficial alike to themselves and to their associates there 
 present to come together as joint owners of The Tribune 
 establishment. They had valued the good-will, material 
 
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 and business of the establishment at $100,000, and proposed 
 to divide that sum into 100 equal parts or shares. The growth 
 and present state of the business of the concern was exhib- 
 ited and fully explained by Mr. McElrath. After which, 
 those who wished to subscribe for shares were invited to come 
 forward. 
 
 George M. Snow subscribed for four shares ; Robert M. 
 Strebeigh for five shares; Bayard Taylor for three shares; 
 John F. Cleveland for two shares; Thomas N. Rooker for 
 one share; George Hall for one share. 
 
 When this had been done, Mr. Greeley moved that ten 
 shares of the stock be set aside for Mr. Charles A. Dana's 
 option, on his return from Europe, where he had been sent 
 as Special Correspondent of The Tribune. The motion 
 prevailed, and, when Mr. Dana reached home soon afterward, 
 he took the stock. It is proper to add that both Mr. Greeley 
 and Mr. McElrath stated that each subscriber could receive 
 his stock at once, whether he had means to pay for it in full 
 or in part, and that time would be allowed to each one sub- 
 scribing to accumulate from the dividends and other sources 
 money sufficient to pay his indebtedness for the stock he 
 had subscribed for. Some, if not all, availed themselves of 
 this liberal offer. 
 
 The following is a copy of the Inventory of the material 
 and fixtures of the Office on January 1, 1849 : 
 
 Engine and Boiler . . $1,500.00 
 
 One Hoe's Double Cylinder Press 2,500.00 
 
 One " Single " " 2,000.00 
 
 One Taylor's Double Cylinder Press 2,000.00 
 
 One " Single " 1,600.00 
 
 Shafting, &c. 1,000.00 
 
 Vise . . 12.00 
 
 Hoisting Machine 500.00 
 
 Heating Apparatus . . 1,811.12 
 
 Type, &c., in Composing Room . 3,388.00 
 
 Office Fixtures , 1,000.00 
 
 
 
 
 
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 The co-partnership was to last for five years, and the 
 business to be conducted "in the name, style or firm of 
 Greeley &McElrath." 
 
 On December 31, 1853, a meeting of the proprietors 
 was held, when notice was given that the co-partnership ex- 
 pired on that day. A motion to renew the co-partnership 
 for ten years was carried by an unanimous vote. 
 
 On August 7, 1857, the co-partners decided, in conse- 
 quence of Mr. McElrath's retirement from the firm, to print 
 the paper under the firm name of " Horace Greeley & Co." 
 
 On March 15, i860, it was resolved, by a meeting of the 
 owners, to organize under the General Manufacturing Law 
 of this State, and on May 1, i860, the organization was 
 completed; but it was not until Monday, July 2, i860, when 
 the property had been fully transferred, that the business 
 was transacted by The Tribune Association. 
 
 The following are the names of the stockholders in The 
 Tribune Association, on December 1, 1871: 
 
 Horace Greeley, 
 Bayard Taylor, 
 Thomas N. Rooker, 
 Solon Robinson, 
 Oliver Johnson, 
 Charles E. Wilbour, 
 C. A. Runkle, 
 John Hooper, 
 
 Mrs. M. Y. C. Greeley, 
 John F. Cleveland, 
 George Ripley, 
 Patrick O'Rourke, 
 Samuel Sinclair, 
 Philip A. Fitzpatrick, 
 Whitelaw Reid, 
 H. Parsons Farnam, 
 
 Estate of A. D. Richardson, Theodore Tilton, 
 Ellis L. Price, E. H. Jenny, 
 
 Silas E. Cheney, J. C. Ayer, 
 
 Estate of S. T. Clarke. 
 
 
 
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 The Proprietors of The TRIBUNE held a meet- 
 ing on the 15th day of March, i860, at which 71 
 shares of stock were represented. 
 
 Horace Greeley presented the following resolu- 
 tion : — 
 
 "feofW, That it be and hereby is recommended 
 that this Association be hereafter organized under 
 the General Manufacturing Law of our State." 
 
 The resolution was adopted unanimously, and 
 another meeting was held on the 4th of April, i860, 
 for the purpose of taking further action. 
 
 At this second meeting 8 1 shares of stock were 
 represented. 
 
 Mr. Dana moved that we now proceed to the 
 election of nine Trustees, who shall have power to 
 transform the Association into a Corporation. 
 
 The motion was seconded, and on being put to 
 vote was carried unanimously. 
 
 An election by ballot was then held, and the 
 following gentlemen were elected : 
 
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 MlMrustees : 
 
 Horace Greeley. 
 Charles A. Dana, 
 George M. Snow, 
 Robert M. Strebeigh, 
 
 George Ripley, 
 Samuel Sinclair, 
 Thomas N. Rooker, 
 Benjamin F. Camp, 
 
 Marcus Spring. 
 
 ^l^efitirjg at trustees. 
 
 April 12, i860. 
 The Trustees chosen by the proprietors of The 
 Tribune met on Thursday, April 12, i860, at 4 
 o'clock P. M., and adopted the following Certificate 
 of Incorporation : 
 
 Certificate oi ^ncarporatian. 
 
 Be it known and certified unto all men by these 
 Presents — 
 
 That we, Horace Greeley, Charles A. Dana, 
 George M. Snow, Samuel Sinclair, Robert M. Stre- 
 beigh, Marcus Spring, George Ripley, Thomas N, 
 Rooker, and Benjamin F Camp, pursuant to, and 
 in conformity with, an Act of the Legislature of the 
 State of New York, passed on the 17th day of 
 February, 1848, entitled "An Act to authorize 
 the formation of Corporations for Manufacturing, 
 Mining, Mechanical and Chemical purposes," and 
 also pursuant to, and in conformity with, an Act of 
 
 
 
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 said Legislature, passed on the 6th day of April, 
 in the year 1857, amendatory of the Act aforesaid, 
 authorizing the formation of Corporations under 
 and according to the provisions of the first-named 
 Act for the "Business of printing and publishing 
 Books, Pamphlets and Newspapers," and also pur- 
 suant to, and in conformity with, the several other 
 Acts supplementary to and amendatory of the said 
 Act of 1848, do form a Company for a body politic 
 and corporate, and in compliance with the provi- 
 sions of the several Acts aforesaid, do declare and 
 state in manner following : — 
 
 first. The corporate name of said Company shall 
 be The Tribune Association. 
 
 Second. The object for which said Company is 
 formed, is to print and publish Books, Pamphlets 
 and Newspapers. 
 
 Hid. The capital stock of said Company shall 
 be One Hundred Thousand Dollars. 
 
 fomlfi. The term of existence of said Company 
 shall be from the 1st day of May, i860, to the 1st 
 day of May, 1 9 10. 
 
 (fiftl'i. The capital of said Company shall consist 
 of One Hundred Shares of One Thousand Dollars 
 each. 
 
 Slvlfi. The concerns of said Company shall be 
 managed for the first year by nine Trustees, whose 
 names are as follows : Horace Greeley, Charles A. 
 
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 George Ripley, and Benjamin F. Camp. 
 
 Seoenifi. The operations of said Company shall : 
 carried on in the City and County of New York. 
 
 In witness whereof we have hereunto 
 hands and seals this day of April, i860. 
 
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 (Signed) 
 
 Horace Greeley, 
 Charles A. Dana, 
 Samuel Sinclair, 
 Robert M. Strebeigh, 
 
 Thomas N. Rooker, 
 Benjamin F. Camp, 
 George Ripley, 
 Marcus Spring, 
 
 George M. Snow. 
 
 Signed and sealed in p 
 
 resence of 
 
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 Enacted May 
 
 (Sheetings and flections. 
 
 Icticfe 1. An annual meeting of the stockholders 
 for the election of Trustees shall be held on the 
 second Monday of January, in each year, at the 
 Tribune Buildings, and the Trustees so elected shall 
 appoint a President and a Secretary. The President 
 of the Board of Trustees shall preside at all meet- 
 ings, and the Secretary of the Corporation shall 
 keep the minutes of the same; but in the absence 
 of the President or Secretary at any meeting, the 
 Trustees shall fill his place by the appointment of a 
 President or Secretary pro tern., as the case may be. 
 It shall be the duty of the President to appoint two 
 Inspectors, who shall receive and count the votes at 
 such election. 
 
 JUL 2. Semi-annual meetings of the stockholders 
 shall be held on the second Monday in January 
 and July of each year. The Publisher shall prepare 
 and exhibit at such semi-annual meetings a state- 
 ment or account of the business and profits and 
 losses of the Association up to the first days of 
 January and July. 
 
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 Id. 3- The Trustees may call special meetings of 
 the stockholders in their discretion ; the Secretary 
 shall call special meetings of the Board of Trustees 
 whenever in writing requested so to do by one or 
 more members of said Board, and a special meeting 
 of the stockholders whenever in writing requested 
 so to do by three or more of said stockholders. 
 
 Hrf. 4. All special meetings of the stockholders 
 shall be called by a written or printed notice, which, 
 in the case of a special meeting, shall specify the 
 particular business to come before such meeting, 
 served on each stockholder personally or by leaving 
 such notice at his residence or place of business, if 
 he reside or do business in the city of New York, 
 or by mailing such notice, post paid, directed to his 
 address if he reside or do business out of the said 
 city of New York, at least seven days before the 
 time of such meeting ; and no business shall be 
 taken up or sanctioned at a special meeting except 
 that referred to in said notice, unless by consent of 
 the owners of at least fifty- one shares, expressed by 
 their vote and duly recorded at such meeting. 
 
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 M. 5. Five Trustees shall constitute a quorun 
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 one shares shall constitute a quorum of the stock- 
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 Hrl. 6. Any vacancy in the Board of Trustees 
 may be filled at any meeting of the stockholders 
 after such vacancy shall be known. A vote of fifty- 
 one shares shall be necessary to elect. 
 
 (Officers. 
 
 Id. 7. No person shall be elected an officer of 
 The Tribune Association who is not a stockholder. 
 
 JW. 8. The officers of said Association shall be a 
 President and a Secretary. 
 
 Htl. 9. The Board of Trustees shall elect the 
 President and Secretary by ballot ; each Trustee 
 shall be entitled to one vote, and five votes shall 
 elect. 
 
 ^Duties 0f president and .@>£cretart}, 
 
 let. 10. The President and Secretary shall sign 
 all certificates of stock and make all transfers of 
 the same on the books of the Association, but 
 they shall not affix the corporate seal of the Com- 
 pany without being thereunto previously directed 
 by a resolution of the Board of Trustees. 
 
 Urt. 11. The Secretary shall call all meetings of 
 the Board of Trustees and of the stockholders, and 
 shall keep the minutes of the same, and shall coun- 
 tersign all checks drawn by the Publisher in his 
 official capacity. 
 
 
 
 

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 ^.mplooment of Editor and Publisher. 
 
 let. 12. An Editor shall be employed from time 
 to time for a term of not more than one year at 
 any one engagement ; and, also, a Publisher, who 
 shall also be Treasurer, for a term of not more than 
 one year at any one engagement. The stock- 
 holders, at their annual meeting, shall be at liberty 
 to designate by ballot the persons who shall be such 
 Editor and Publisher respectively, and it shall be 
 the duty of the Trustees to appoint the persons so 
 designated. 
 
 pEDtttifes ixf Editor and publisher. 
 
 id. 13. The Editor shall have the entire and 
 uncontrolled management of the Editorial Depart- 
 ment of The Tribune, and, also, the right of 
 determining the political character, views or opin- 
 ions of said paper ; and the right, conjointly with 
 the Publisher, of determining upon the insertion or 
 rejection of every communication, advertisement or 
 other matter intended or offered for insertion therein. 
 
 id. li The Publisher shall have the custody, 
 control and management of the business, property, 
 finances and pecuniary interests of the Corporation, 
 and the right of acting in such, determining all 
 cases and questions relating thereto ; and the right 
 of making and determining all outlays and expendi- 
 
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 also one of its stockholders, shall not be increased 
 without a majority of the stockholders at an annual 
 or a semi-annual meeting. 
 
 Act. 18. The Trustees shall never alienate or sell 
 the title and good will of The New York Tribune 
 newspaper, or the real estate owned by the Cor- 
 poration, without first calling a meeting of the stock- 
 holders and obtaining their consent to such sale by 
 a majority vote, which shall be regularly recorded 
 on the books of the Corporation. 
 
 let. 19. All pecuniary engagements with or on 
 behalf of the Corporation to be for cash, and not 
 on credit. Contracts stipulating for future delivery 
 of material and machinery, or future performance 
 of service, may be excepted from the operation of 
 this article by a vote of the Board of Trustees. 
 
 Art. 20. No loan of money or funds belonging to 
 the Association shall be made to any person unless 
 such loan be collaterally secured by the deposit of 
 United States stocks, or stocks of the funded debt 
 of the city or State of New York, except by ex- 
 press directions of the Board of Trustees. 
 
 presents. 
 
 Jlrf. 21. All books or other property presented 
 to the Corporation (not required for use by the 
 
 
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 establishment), or received in consideration of adver- 
 tisements or other matter published in The Tribune, 
 shall be preserved until the meeting of stockholders 
 next following, when the same shall be disposed of 
 as may be deemed best for the general interests of 
 the Association. 
 
 Art. 22. Books of account of the business shall be 
 kept at the publishing office of the Association, and 
 be posted, as near as may be, up to and including 
 the last Saturday of each month, and be open at all 
 times to the inspection of each stockholder. 
 
 .©ale of .©liarcs, 
 
 Jkl. 23. No sale or conveyance of any share or 
 shares of stock shall be made before an offer of the 
 same shall have been made in writing to the Board 
 of Trustees of the Association, in which offer the 
 name of the intended purchaser and the price shall 
 be stated ; the Trustees shall then notify the exist- 
 ing stockholders, who may accept such offer within 
 five days after the same shall have been delivered at 
 the office of the Association. If the Trustees, on 
 behalf of some one of the existing stockholders, 
 shall not accept such offer within five days after it 
 shall have been made as aforesaid, the stockholder 
 thus offering may sell and convey such share or 
 
 
 
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 shares to the person named in such offer, at or above 
 the price demanded for the same, but not other- 
 wise. 
 
 lit. 24. All transfers of stock shall be made in 
 the office of the Association and upon the books of 
 the Association. 
 
 Irt. 25. No stockholder shall transfer any stock 
 before all claims of the Association against such 
 stockholders, and all debts due to the Association 
 by him shall have been satisfied, paid or secured to 
 the satisfaction of the Board of Trustees. 
 
 Jltmendments at the ^£-JMaurs. 
 
 Irt. 26. These By-Laws may be altered, amend- 
 ed, or repealed at any meeting of the Trustees, 
 after one week's notice of such proposed alteration 
 or amendment shall have been given. No such 
 alteration or amendment shall be adopted without 
 the affirmative vote of six Trustees. 
 
 After the adoption of the By-Laws it was re- 
 solved to proceed to the election of officers. The 
 vote was by ballot. Horace Greeley was unani- 
 mously elected President. Robert M. Strebeigh 
 was unanimously elected Secretary. 
 
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