ARTICLES OF'AfiREEMENT
^ %
-OF THE-
Southwestern Traffic Association.
EFFECTIVE
APRIL 6th, 1896.
ARTICLES OF AGREEMENT
ov tiik
Southwestern Traffic Association
PREAMBLE.
pukposes of Tins Ageeement.
For the purpose of promoting barmon}' and co-operation between its members,
in the advancement of the material interests, and fostering the industries, of the
communities which they serve, by
First: Joint]}'establishing and uniformly maintaining rates of charge
for their respective services, which shall not be unreasonable nor unjust,•
Second: By observing and furthering the observance of the Interstate
Commerce Law and all other statutes relating to or affecting the Interstate
freight traffic hereinafter described,
the parties hereto create an Organization to be known as the
SOUTHWESTERN TRAFFIC ASSOCIATION,
and hereby covenant and agree with each other as follows:
Section I. Traffic Subject to the Association.
Traffic included. (fi) The Association shall have control of all Interstate freight traffic hav¬
ing origin or destination in the State of Texas, except Coal and Coke, and shall
co-operate with the Railroad Commission of Texas and maintain the rates established
by them.
(Ö) The rates between California points and 'Texas points shall be excluded
from this Agreemeut, provided :
First. That the California-Texas rates shall not be lower than the California-
Missouri River rates, except by consent of this Association ;
Second. That the California-Texas rates shall be currently reported to the
Chairman ; and
Third. That, if the proposed Trans-Continental Association shall fail to
organize, or, after organization, shall for any cause disband, then such traffic shall
immediately become subject to the control of this Association.
California-Texas
Traffic.
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Sectioist II. Boabds op Government.
The Association shall be governed by an Executive Board and a Board of
Administration.
Section III. Executive Board.
(a) The Presidents of the Companies members of the Association shall
constitute the Executive Board, but may designate another officer to represent them
thereon.
(&) The Executive Board shall meet upon the written request of three or more
members thereof, or upon call of the Chairman.
(c) .Two-thirds of the members of the Executive Board shall constitute a
quorum.
(d) It shall require unanimous action to adopt any proposition coming before
the Executive Board.
(e) The Executive Board shall elect and fix the salary of the Chairman, and
the salaries of other officers and employes of the Association shall be subject to its
review and approval, except as hereinafter provided.
(/) The Executive Board shall prescribe the rules for admission of new mem¬
bers and their representation on the Board of Administration.
Memtiership.
Meetings.
Quorum,
Vote required to
adopt proposi¬
tions.
Election and
Salary of Chair¬
man and Sala¬
ries of other
employes.
Admission of new
members.
Section IV. Board of Administration.
The Board of Administration shall consist of one member to be nominated
and paid by each of the following named interests and all to be elected by unani¬
mous vote :
Santa Fe System,
Rock Island System,
Gould System,
Southern Pacific System,
Missouri, Kansas & Texas Railway Company,
St. Louis & San Fr.ancisco Railway Company,
New York & Texas Steamship Company.
Membership of
Board of Ad¬
ministration
and Systems
represented.
Section V. Additional Representation on Board of Administration.
Any road can obtain individual representation on the Board of Administration
by giving written notice to the Chairman and proceeding under the rules for the
election of additional members. ■ -i ' >
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Section VI. IIeadqüaiiteus of Association; Provisions fou Meetings
of Board of Administration and for Chairman and Vice-
Ciiairman of that Body.
The headquarters of the Association shall he at St. Louis, Mo., and the
members of the Board of Administration shall reside there. They shall devote their
entire time to the Association, and shall meet daily, Sundays and holidays excepted.
The Chairman of the Association shall be ex-officio Chairman of the Board, but a
Vice-Chairman shall be elected annually by the Board, from its own Body, who shall
preside in the absence of the Chairman.
Section VII. Powers and Duties of Board of Administration.
Control of Itatcs
and Acencies.
Proportions of
Competitive
ïratllc.
Divisions of
Kates.
Action as to Non-
Association
Lines.
(a) Except as hereinafter provided, the Board of Administration shall con¬
trol the rates, rules and regulations governing traffic subject to this Agreement, and
shall have full authorit}' over all Agencies on lines operated, leased or controlled by
the parties to this Agreement.
(&) It is charged with the duty of securing to each party a fair share of the
competitive traíTic, so far as can be legally done.
(c) It may determine the divisions of rates between parties hereto, and between
them and their other Connections, keeping in view uniformity and the equities involved,
provided that this shall not authorize changes in divisions between proprietary lines
or lines owned or controlled by the same interest.
(d) It shall decide the course which shall be pursued with Companies not
parties to this Agreement which decline to observe its rates and rules. The interests
of the parties hereto, injuriouslj- affected by such action, shall be accorded reasona¬
ble protection, in so far as said Board can legally do so.
Section VIII. Vote Eequired to Adopt Propositions in Board of
Administration.
A four-fifths' vote of the Board of Administration shall be necessary to the
adoption of any proposition, except the apportionment of traffic which shall require
unanimous vote.
Section IX. Arbitration of Differences.
If there is failure to reach an agreement upon the question of apportion¬
ment of traffic, it shall be referred to the Executive Board.
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SeCJTIOK X.. ÂFfKABAKCE BeEOBE BoABS OF AdMINISTKAHON of CoîIPAiriES NOT
Bbpe^bnted Thereon.
In eonsidering qnestions which exceptíonally affect any party herato, not
individually represented upon the Board of Administration^ such party may be
afforded an iq)portunlty, under the rules of said Board, to present its views before
ûnal action.
Section XI. Hearing of Cohpxaints nr Boabb of Adshnistbation.
The first order of business before the Board of Adndnistratíon «hRll be
the hearing of complaints of departures from authorized rates orregulations. Com¬
plaints may he made by telegraph or otherwise, and investigations shall be immediate
and thorough. The Board, or the Ghairmau, may order complainants or respondents
to appear at once before the Board.
Section XII. Goeeeotion of Tioiations bt Boarb of Administbation,
The Board of Administration may proceed, of its own motion, to correct
violations of rules or rates and in anjmattm^ having for its object to reform and better
the rate conditions and advance the interests of the members of the Association.
Section XIII. Ohbebs of Boajto of Abministeation to pbevaii. pending
other disposition.
Obedience to the orders of the Board of Administration first, and appeal
or protest, if any, afterwards, to be the invariable rule.
Section XIV. Action of Boards of Directors amending Bates or Bules.
No Company shall deviate from or change the rates, rules or r^ulations
fixed by the Association, except by resolution of Its Board of Directors, which shall
not be ^ecüve until thirty days alter its adoption. A copy of the resolution
authorizing changes shall be immediately forwarded to the Board of Administration,
which shall, upon its receipt, aèt promptly for the protection of Oil interests.
Section XV. Deposits bï Members.
Each interest represented in this Agreement shall keep on deposit with the
Board of Administration the sum of $5,000.00, or such sum as may be fixed by said
Board of Administration, to constitute a fund tobe drawn upon in penalty for viola¬
tion of the Agreement as herein provided. Drafts by the Chairman to accomplish
this end will be accepted.
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Section XVI. Penalties for Violations.
For .my action by an}' party hereto, which the Board of Administration
shall decide to be in violation of this Agreement, the offending party shall forfeit a
sum to be fixed by the Board of Administration, which sum shall not be less than
the gross earnings on the traffic involved would be, if extended at the standard rates,
nor more than 85,000.00 for each offense. The forfeiture shall apply to the expenses
of the Association, but the offender shall not benefit by such application.
Section XVII. Distribution of Balance of Deposits.
The balance of said deposits, remaining at the expiration of this Agree¬
ment, shall be divided between the Companies then parties thereto, in the ratio in
which they have contributed, less the amounts forfeited.
Section XVIII. Withdrawals from Agreement.
Any party retiring from this Agreement before the completion of the time
herein fixed, except by unanimous consent, shall not be entitled to any refund from
the deposits remaining at the close of the Agreement ; but, if any Company fails to
observe and be governed by this Agreement, which fact shall be determined by the
Board of Administration, and fails to pay its forfeitures within fifteen days after the
decisions of said Board, then any other Company may withdraw from this Agreement
on giving thirty days' written notice to said Board, and such Company, so with¬
drawing, shall be entitled to the residue of the funds it has contributed.
Section XIX. Powers and Duties of Chairman.
The powers and duties of the Chairman shall be as follows : He shall
preside at all meetings, keep the records of the Association and construe this
Agreement and all resolutions. His decision shall be binding until reversed by the
Board of Administration or the Executive Board. He shall promulgate all changes
in rates, rules or regulations, and fix the date when same shall be effective, when
not otherwise provided, and he or his representatives shall be given access to all
records of the parties hereto that pertain to the traffic subject to this Agreement.
Section XX. Consideration of Subjects bt Executive Board.
Ten days in advance of a meeting of the Executive Board, the Chairman
shall furnish the members a list of subjects reported by them, or suggested by him,
for consideration. Subjects not listed may be considered, but affirmative action
thereon will not be effective until approved by absentees, provided that failure to
respond on the part of any member, within ten days from the date of the Chairman's
notice, shall be considered as an affirmative vote.
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Section XXI. Apportionsient of Association Expenses.
The Association espenses shall he apportioned fairly between the lines by
the Chairman, subject to the approval of the Board of Administration. '
Section XXII, Co-operation with Federal and State Bailroad Gouuissions.
Authority conferred upon either of the Boards, hereby created, shall be so
construed and exercdsed as not to permit a violation of the Interstate Commerce
Aet, the laws of the State of Texas, or any other laws applioable to, or the provisions
of the charters of, any of the parties hereto, and the Boards shall co-operate with the
Federal and State Bailroad Commissions to secure stabilily and uniformity in rates
and rules.
Section XXin. Continuation of Authorized Hates and Bules.
The authorized rates and rules of the Southwestern Traffic Association, in
effect on the date this Agreement becomes effective, are hereby confirmed, subject
to change as provided for in this Agreement.
Section XXIV. Amendment of Agreement.
No change shall bo made in theie Articles of Agreement, except by action
of the Executive Board.
t , •
Section XXV. Effectiveness and Duration of Agreement.
This Agreement shall take effect on April 6th, 1896, to continue in force until
December 31st, 1896, and thereafter until ninety days' written notice of an inten¬
tion to withdraw therefrom shall have been given by one or more Companies to the
Association through the Chairman.
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SANTA FE SYSTEM,
By
ROCK ISLAND SYSTEM,
By
SOUTHERN PACIFIC SYSTEM,
By
GOULD SYSTEM,
By
ST. LOUIS SOUTHWESTERN RAILWAY COMPANY,
By
MISSOURI, KANSAS & TEXAS RAILWAY COMPANY,
By
ST. LOUIS & SAN FRANCISCO RAILAYAY COMPANY,
By
KANSAS CITY, FORT SCOTT & MEMPHIS RAILROAD COMPANY,
By
NEW YORK & TEXAS STEAMSHIP COMPANY,
By
CROMWELL STEAMSHIP COMPANY,
By.
By
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