APPENDIX

EXPLANATION

BALLOT

EXHIBIT 3788-A

PROPOSED REVISIONS TO THE CONSTITUTION, NATIONAL ASSOCIATION OF Manufacturers of the United States of AMERICA [New material is in italics. Material to be deleted is lined out.]

SECTION 1. The name of this Association is NATIONAL
ASSOCIATION OF MANUFACTURERS OF THE
UNITED STATES OF AMERICA.

SECTION 1. The general objects and purposes for which the
said corporation is formed are, the promotion of the indus-
trial interests of the United States, the fostering of the
domestic and foreign commerce of the United States, the
betterment of the relations between employer and employee,
the protection of the individual liberty and rights of em-
ployer and employee, the education of the public in the
principles of individual liberty and ownership of property,
the support of legislation in furtherance of those principles
and opposition to legislation in derogation thereof.

SECTION 2. The particular objects and purposes of said
corporation are, to establish and maintain a mutual and
cooperative organization of American manufacturers in the
United States for the fostering of their trade, business and
financial interests, to reform abuses relative thereto, to
secure freedom from unlawful and unjust exactions, to
diffuse accurate and reliable information as to the standing
of merchants and other matters, to procure uniformity
and certainty in the customs and usages pertaining to the
trade, business and financial interests of the members of

to promote a more enlarged and friendly intercourse be-
tween the manufacturers of the United States and to do all
things necessary to carry out the aforesaid purposes for the
mutual benefit and protection of its members, under and
subject to such regulations, conditions and limitations as
may be prescribed by the constitution and By-Laws.

SECTION 3. Members may from time to time be elected in
such manner as the Constitution elsewhere provides, subject
prescribed in the By-Laws.
to such conditions, regulations and limitations as may be

SECTION 4. The corporation is not organized for pecuniary
benefit, and shall not make or declare dividends.

SECTION 5. In furtherance of its said objects and purposes,
said Corporation shall have power to purchase and acquire
in the State of New York or elsewhere such real and personal
estate and property as may be necessary or proper, and to
mortgage the same to secure the payment of any bonds
which may be issued by the corporation, and generally to do
any and all things which may be necessary or proper in
be contrary to law.
connection with its business and purposes which may not

Article III

OFFICES

SECTION 1. The principal office of the corporation is to be
located in the City, County and State of New York.

SECTION 2. The territory within which its operations shall
be conducted shall be the United States and foreign countries.
SECTION 3. Its duration shall be perpetual.

Proposed Revisions to the Constitution, National Association of Manufacturers of the United States of America-Continued

SECTION 1. Any individual, firm or corporation engaged in
manufacturing in the United States, whose application is
approved by the Board of Directors, may become an active
(1) member of this Association. Hereafter, wherever the word
members is used without qualification, it shall be deemed to
refer to active members only.

(2)

SECTION 2. Whenever active membership is in the name
of a firm or corporation, one individual representing the
same shall exercise the voting power of the membership
and his name shall be certified to the Secretary.

SECTION 3. Associate members may be elected when and
as the By-Laws may prescribe: such members shall have the
privilege of the floor, but shall not be entitled to vote.

Section 3a. The Board of Directors shall have power to
classify the active and associate membership of the Associa-
tion and propose a schedule of dues for each class. The Asso-
ciation may also receive subscriptions to promote its purposes.

SECTION 4. Any active member may be represented and
vote at any meeting by a properly authorized proxy. Such
proxy shall be an active member of the Association or asso-
ciated with the firm or corporation he represents. No
officer, Director or employee of the Association shall act
as proxy.

SECTION 5. The Secretary shall send out a blank form of
proxy to any member upon request.

SECTION 6. Proxies to be recognized must be delivered to the Secretary prior to the opening hour of the meeting at which they are to be voted,

EXPLANATION

(1) The additional sentence is suggested to eliminate any possible question about the type of "members" referred to later.

(2) This provision is now found in substantially
similar form in the By-Laws. It more
properly belongs in the Constitution.

Article V

OFFICERS AND DIRECTORS

SECTION 1. The Association shall be governed by a
Board of Directors nominated and elected annually from
the membership as hereinafter prescribed. Said Board
shall have full authority to effectuate the purposes and
policies of the Association.

SECTION 2. The Board of Directors shall annually appoint
from its membership an Executive Committee of not less
than nine (9), including, ex officio, the Chairman of the Board,
the President and the Treasurer, which Committee shall be
is vested with and may exercise all powers of the Board

(5) during the interim between the meetings of said Board.
mittee.
The President shall be Chairman of the Executive Com-

SECTION 3. The officers designate of this Association shall
be a Chairman of the Board elected from among the members
of such board, a President, three Vice Presidents at large, not
more than seven Regional Vice Presidents, an Executive Vice
the Board of Directors.
President, a Treasurer and a Secretary, elected annually by
Said Board may authorize_the
appointment of such other officers and employees as are
in their its opinion necessary, who shall perform such duties,
have such authority, and receive such compensation as the
President, with the approval of such Board, shall determine.
vote of the Board of Directors.
The compensation of all'officers shall be fixed by a two-thirds

(3) It is later proposed (in Article VII, Sec.
9) that one class of director be elected for
a two-year term.

(4) This and subsequent changes are made to
make the Chairmanship of the Board a con-
stitutional office rather than one that is
dependent upon yearly action by the
Board, as at present.

(5) A minor change in wording to eliminate
any possible question about the Executive
Committee's automatic right to exercise
Board power during the interim between
Board meetings.

(6) This is thought to be a more logical posi-
tion for such a provision than as at pres-
ent-Article VI, Section 1.

(7) Additional constitutional officers are pro-
vided because of the expanding size of the
Association and the great burden of ad-
ministrative work that falls upon the Presi-

dent.