One of the unique aspects of the Getman Glass Company was the fact that the factory was based on a cooperative model. Only 120 shares of stock were sold (at $100 each) and according to the company’s by-laws, transfer of stock is only permitted to another with like skills. Recently, I obtained a copy, specifically Gasper Schmidt’s copy, of the by-laws adopted in 1901.
Below is the complete text of the by-laws, largely credited as being the work of local attorney James Gallagher.
Adopted September 1901
The object for which the Getman Glass Company of Cleveland, N.Y., has been formed is, thereby to enable the incorporators and such others as may be associated with them in the manner provided by law, and their successors, more readily and effectively to engage in the business of manufacturing, buying and selling window glass and other glass products and of dealing therein generally.
Stock and Stockholders
Sec. 1 The capital stock of the Getman Glass Company of Cleveland, N.Y., shall be divided into one hundred and twenty shares, (120), of the par value of one hundred ($100) dollars each. Certificates of stock shall be signed by both the President and the Secretary and be sealed with the corporate seal.
Sec. 2 Subject to the provisions of Section 3 of this Article shares of stock shall be transferred on the books of the company upon the surrender to the company for the cancellation of the certificate representing the same, together with the assignment thereof duly executed and acknowledged, whereupon a new certificate shall be issued therefore to the transferee.
Sec. 3 This Company being purely co-operative in its purpose, no transfer of stock shall be permitted to any other than an approved able-bodied person of sober and industrious habits and of the same trade as the original holder of such stock, without the consent of at least two-thirds of the other stockholders, or until the indebtedness of the company is paid in full. If a stockholder shall be indebted to the Company, the directors shall refuse to consent to a transfer of his stock until such indebtedness is paid, unless the transferee shall previously thereto execute an instrument of writing assuming and agreeing to pay such indebtedness. The directors shall cause a copy of Section 26 of the “Stock Corporation Law” to be written or printed upon each certificate stock. No share of stock shall be transferable until all previous calls, thereon shall have been fully paid in.
Sec. 4 No stock shall be issued for less than its par value nor for anything except for money, labor done or property actually received for the use and lawful purposes of the Company.
Sec. 5 Subscriptions to the capital stock of the Company shall be paid at such times and in such installments as the Board of Directors may, by resolution require. In case of the failure of any subscriber to the capital stock of this Company to pay any installment or installments duly called upon his subscription, such delinquent may be required to pay on the amount in arrears six percent, interest from the time it shall have become due to the time it is paid. Unpaid subscriptions to the capital stock and a pro rata share of the interest and principle upon the bonded indebtedness incurred in the erection of the plant and the improvement of the property, shall be paid by each member by a deduction of twenty per cent, from the gross monthly wages earned by such stockholder while employed by the Company, or an equivalent amount in cash, and also by applying this pro rate share of the net earnings of the Company until such stock and bonded indebtedness of the Company is fully paid. The twenty percent of the earnings of each working stockholder and his pro rata share of the net earnings of the Company shall be retained by the Treasurer of the Company, applied upon the bonded indebtedness and credited to such stockholder until such credits shall equal his unpaid capital stock and his pro rata share of such bonded indebtedness and interest to that date, and thereafter such stockholder shall be entitled to draw his full earnings while employed by the Company as a workman, and his pro rata share of the net earnings of the company from time to time, as the same may be ascertained and declared. Nothing herein contained shall prevent any stockholder from, at any time, paying in cash the balance unpaid upon his stock and his pro rata share of the bonded indebtedness, and being credited with such payment. Should any stockholder cease, for any cause other than death, sickness or disability to be employed by said Company, and still continue to hold his stock, he shall pay in cash a monthly installment equal to twenty percent of the average gross earnings of workmen employed in like capacity by said Company is in operation and until the bonded indebtedness of said Company is fully paid. The amount of such monthly installment shall be ascertained by the Secretary of the Company from the average of the preceeding month, and a notice in writing stating the amount of such ascertained installment and requiring payment thereof to be made within ten days from the date of said notice to the Treasurer of the Company, and in case of his failure so to do, his stock and all previous payments made by him shall be forfeited for the use of the Company. Notice shall be served uon said stockholder personally or by mail at his last known address. If default shall be made in the payment of any such installment, as required by such notice, and so continue for thirty days if said notice be personally served, or sixty days if served by mail, after the time for payment designated in said notice, the Board of Directors of said Company may declare the stock of such defaulting stockholder and all previous payments mady by him, forfeited for the use of the Company. In case of the death of any stockholder before the bonded indebtedness is fully paid, the legal representative of such deceased stockholder may dispose of the deceased stockholder may dispose of the interest of the deceased in said Company, subject to the conditions and restrictions contained in Section 3 of this Article, or the Board of Directors may, for said Company, purchase said interest at its fair value and pay for the same out of the general fund of the Company. Such interest shall then become the property of the Company.
Sec. 6 It is severally and mutually stipulated and agreed by the subscribers to the stock of this Company, for which a Charter has been obtained, that this stock is subscribed and to be paid for with the express agreement and understanding by all parties that no individual member owning stock, nor a majority of the stockholders, nor the Company as a whole by their Charter organization, are permitted or allowed to transfer the stock this Company to any person, persons, company, trust or combination other than to approved, sober and industrious, able-bodied workmen of the same trade as the original holder of the stock, and that every effort to accomplish such purpose shall be null and void, and not binding on the stockholders not assenting thereto. That this Company shall be a purely independent, co-operative corporation. That all subsequent holders of stock who may acquire the same by purchase from the original purchasers, shall take and hold the same subject to the provisions of the By-Laws.
Sec. 7 The Board of Directors shall by resolution or otherwise prescribe the form of Certificate of Stock and make such other regulations respecting the transfer thereof as it may deem proper, which shall not be inconsistent with the provisions of the By-Laws.
Meetings of Stockholders
Sec. 1 The regular annual meeting of the stockholders of the Company shall be held at its office in the village of Cleveland, County of Oswego and State of New York, on the third Tuesday of the month of August in each year, at 10 o’clock in the forenoon. A special meeting of the stockholders may be called by the Board of Directors at any time.
Sec. 2 Notice of the annual meeting and of every special meeting must be given by the Secretary to each stockholder by mailing to him a copy of the notice, post-paid, at his usual post office address at least ten days before such meeting and by publishing such notice as the law requires.
Sec. 3 At each stockholder’s meeting a majority of the stock must be represented in order to constitute a quorum for the transaction of business, except, however, that at a special meeting of the stockholders for the election of directors, as provided by Section 25 of “The General Corporation Law” the members attending shall constitute a quorum.
At any meeting of the stockholders, less than a quorum may adjourn the meeting to some other day.
Sec. 4 At all meetings of the stockholders, each stockholder shall be entitled to cast one vote for each share of stock held by him, and may vote in person or by proxy duly appointed in writing.
Sec. 5 At all elections of directions of this Company each stockholder shall be entitled to as many votes as shall be equal to the number of his shares of stock manipulated by the number of directors to be elected, and he may cast all of such votes for a single director, or may distribute them among the number to be voted for, or any two or more of them as he may see fit, but the directors shall be chosen so that the Blowers, Gathers, Cutters and Flatteners shall each have an equal representation upon the Board of Directors outside of the President, and the two candidates of each of said trades receiving the highest number of votes shall be declared elected to such office, not withstanding such total vote may be less than that cast for some other person of another trade, a candidate for such office of director.
Sec. 6 No person shall vote or issue a proxy to vote at any meeting of the stockholders of this Company upon any stock which has not been owned by him at least ten days next preceding such meeting, not withstanding such stock may stand in his name on the books of the Company.
Sec. 7 The books and papers containing the record of the membership of the Company and the number of shares of stock owned by each stockholder, shall be produced at any meeting of its members upon the request of any stockholder.
Sec. 8 The President and Secretary of the Company shall act as President and Secretary respectively of each stockholders’ meeting, unless the meeting shall otherwise decide.
Officers of the Company
Sec. 1 The officers of the Company, each of whom must be stockholder therein, shall be as follows:
- Nine Directors
- A President
- A Vice-President
- A Secretary
- A Treasurer
- A General Manager
- An Executive Board consisting of not less than three nor more than seven members.
- Three Inspectors of Election
- Three Auditors
Sec. 2 The President and Vice-President must be chosen from among the directors.
Sec. 3 The same person may be elected or appointed to be both Secretary and Treasurer, or both President and General Manager.
Sec. 4 The term of office of each officer elected shall be for the period of one year and until their successors respectively shall be duly chosen and have qualified.
Sec. 5 All vacancies in office shall be filled by the Board of Directors, the appointee to hold office until the next annual election and until their successors shall have been duly chosen and have qualified.
Sec. 6 Any officer may be removed by the Board of Directors for official misconduct or neglect of duty, on charges of which he shall be furnished a copy, provided always that he shall be at liberty to be heard in his defense and with the right to appeal to and be heard at a meeting of the stockholders called for that purpose, and the decision of the majority of the stockholders at such meeting shall be final.
Sec. 7 Neither the President, Vice-President, Secretary, Manager, Treasurer nor a Director shall be elected or appointed to be an inspector of election.
Election and Duty of Officers
Sec. 1 All election of officers shall be by ballot and not otherwise at the annual meeting of the stockholders, and the officers thus and then elected shall hold office for one year or until their successors are elected duly qualified.
Board of Directors
Sec. 2 Vacancies in the Board of Directors shall be filled from the same trade as that of the Director vacating the office so filled, by a majority vote of the remaining Directors, and vacancies in all other offices shall be filled for the unexpired term by a majority vote of the Directors at any regular or special meeting of the Board called for that purpose.
Sec. 3 In case the entire Board of Directors shall die or resign, any stockholder may call a special meeting in the same manner that the President may call such meetings, and directors for the unexpired term may be elected at such special meeting in the manner provided for their election at annual meetings, and such Board of Directors shall have the power of filling all other vacancies in office.
Sec. 4 The Board of Directors shall have the general supervision, management and control of the business affairs of the Company, outside of the actual and active management of the factory and its affairs when in operation.
Sec. 5 The Board of Directors may adopt such rules and regulations for the conduct of their meetings and the general management of the Company as they may deem proper, not inconsistent with the laws of the State of New York and these By-Laws, and subject to the final approval of the stockholders, should at least ten stockholders appeal in writing from any action rule or regulation taken or made by said Board of Directors. That all meetings of the Board of Directors six directors shall constitute a quorum for the transaction of business.
Sec. 6 The Board of Directors shall meet on the first Monday evening of each month and whenever called together by the President, upon due notice given to each Director. On the written request of three Directors the Secretary shall call a special meeting of the Board.
Sec. 7 All committees shall be appointed by the Board of Directors and the Board of Directors shall, subject to the final approval of the stockholders, should an appeal be taken from their action, fix the salaries of each officer of the Company receiving a salary before the election or appointment of such officer, where such salary has not been previously fixed by a majority of the stockholders at a regular or special meeting. The salary of no officer shall be increased during his continuance in office.
Sec. 8 The Directors shall make, at each annual meeting, a report to the stockholders, showing in detail the condition of the Company and the business which has been transacted during the preceding year.
Sec. 9 The Board of Directors shall have power to declare and cause to be paid any dividend to the stockholders only from the surplus net earnings of the Company, and when so authorized to do so by the stockholders at an annual meeting or special meeting called for the purpose.
Sec. 10 Neither the President, Vice-President nor Directors shall receive any salary or compensation for their services as such and if any Director or other officer shall cease to be a stockholder in the Company, his office shall become vacant forthwith.
Sec. 11 All meetings of the Board of Directors, Executive Committee, other officers or stockholders shall be at the office of the Company, in the village of Cleveland, Oswego County, New York, unless otherwise ordered by the President, or in case of a stockholder’s meeting, by a majority of the Board of Directors.
Sec. 12 The President shall exercise a general supervision over the affairs of the Company not actually within the province of the General Manager, and to perform such other special duties as may be herein prescribed or as may be given to him by the Board of Directors, the Executive Committee, or as may be required by law. He shall act as a presiding officer at all meetings of the Executive Committee and Board of Directors, except as hereinafter provided, and shall call to order all meetings of the stockholders. He shall have the custody of the corporate seal, and shall, together with the Secretary, sign all certificates of stock, and shall sign and execute all contracts in the name of the Company, and affix the corporate seal to such contracts when authorized so to do by a vote of the stockholders or a resolution of the Board of Directors, and shall countersign all checks drawn by the Treasurer and authorized by the Executive Committee.
Sec. 13 The Vice-President shall, in case of the absence or disability of the President, possess all the powers and perform all the duties of the President, and in case the President is also General Manager of the Company, the Vice-President shall preside at all meetings of the Board of Directors or Executive Board when the General Manager shall be personally interested in any question before either of said Boards, or when he, as such General Manager, takes part in the proceedings before either of said Boards.
Sec. 14 The Secretary shall have charge of all the general bookkeeping and all of the general books of account kept by the Company, and shall sign all certificates of stock signed by the President, subject to the direction of the Board of Directors. It shall be his duty to attend all the meetings of the Board of Directors and the Executive Board and to keep a full and true record of the proceedings thereof. It shall also be his duty to give the notices required for the meetings of the stockholders, Directors, Executive Board and all other official notices, and he shall attend to all correspondence assigned to him by either of said Boards. He shall also keep a book containing the names, alphabetically arranged, of all persons who are or within six years have been, stockholders or the Company, 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 actually paid thereon. He shall have the right, subject to the approval of the Board of Directors, of selecting an assistant secretary or bookkeeper who may be other than a stockholder, to keep the books of the Company and attend to such other clerical work as may be assigned to him by the Secretary. The salary of the Assistant-Secretary shall be fixed by the Board of Directors and he shall be subject to removal at any time by a majority vote of the Board of Directors.
In case of the absence or disability of the Secretary and Assistant Secretary, the President shall possess all of the powers and perform all of their duties.
Sec. 15 The Treasurer, subject to the direction and control of the Board of Directors and the Executive Board, shall have the charge of all funds, notes and other securities belonging to the Company, and it shall be his duty to enter or cause to be entered regularly, in books kept for that purpose, a true account of all moneys received and disbursed by him for the Company. He shall keep the money of the Company with such banks or bankers as may be from time to time designated by the Board of Directors, and the deposit account, wherever kept, shall be in the name of the Getman Glass Company of Cleveland, New York. He shall indorse for collection the bills, notes, checks and other negotiable instruments received by the Company, and he shall sign the bills, notes, checks and other negotiable instruments of the Company, and act generally as the disbursing officer thereof, taking proper vouchers for all disbursements. At each annual meeting of the stockholders, and whenever required by the Board of Directors or the Executive Board so to do, he shall make a written statement of the affairs of the Company, which shall show in a clear and comprehensive manner the financial condition thereof. Before the Treasurer shall enter upon the discharge of the duties of his office, or perform any act as such, he shall give a bond in such sum and with such conditions and sureties as the Board of Directors shall require and approve.
Inspectors of Election
Sec. 16 The Inspectors of Election, who shall not be eligible to any other office of the Company, shall preside at all elections held by the stockholders of the Company and shall make written returns of the result thereof to the Secretary immediately after such election shall be held.
Sec. 17 The Auditors shall audit the books and accounts of the Company at the close of each business year, and make their report at the annual meeting of the stockholders.
Sec. 18 The General Manager shall have the actual and absolute control of the factory while under construction or in operation, and of all workmen employed therein or in connection therewith, and shall have the right to assign places to workmen not otherwise allotted as he may deem proper and expedient, employ or discharge workmen as may be necessary, except in cases where stockholders are actually employed, in which case he shall have the right to suspend any working stockholder subject to the right of appeal of such working stockholder to the Executive Board for relief from the act of the General Manager, and either the General Manager or any dissatisfied stockholder may appeal from the act or decision of the Executive Board to the Board of Directors and from that body to a meeting of the stockholders, the decision of a majority of whom shall be final on all questions in dispute. The General Manager shall, with the approval and consent of the Executive Board, have the right to purchase all necessary materials and supplies for the facory whil under construction or in operation, and transact such other business as may be necessary in properly constructing and successfully operation thereof.
Sec. 19 The Executive Board or Committee shall have the general supervision of the business affairs of the company relating to the actual and active management of the factory when under construction, preparing for while in operation, shall primarily hear and determine all complaints made against any stockholder, the General Manager or other officer, and when necessary shall have the power, subject to appeal, of controlling and directing the acts of the General Manager or any other officer outside of the Board of Directors, Inspectors of Election or Auditing Committee. They shall have the power and it shall be their duty to audit all claims against the Company, including the wages of workmen and the allowance or disallowance of market money, and no claim shall be paid by the Treasurer or other officer until such claim shall have first been approved by a majority of such Board. They shall approve all requisitions made by the General Manager for necessary materials and supplies needed in the construction or operation of the factory or in the proper conduct of the business affairs of the Company. The Executive Board shall meet at the office of the Company at least once in each week while the factory is in active operation, and at other times when requested by the President, Manager or a majority of the members of such Board.
The President or Vice-President shall be ex officio members of the Executive Board and entitled to vote on all questions coming before said Board in which they are not personally and directly interested. The Executive Board shall constitute a standing Board for counsel, advice and direction and the Secretary shall keep a record of the proceedings.
Sec. 1 All matters relative to the increase of capital stock of the Company must have the sanction of at least two-thirds of the stock of the Company where such action is proposed to be taken.
Sec. 2 At each and every meeting of the stockholders of the Company, each stockholder shall be entitled to vote either in person or by proxy upon any motion, resolution or other matter brought before such meeting, and to case as many votes as he shall have shares of capital stock.
Sec. 3 The Board of Directors may borrow money necessary for the purchase of required real estate, or for the construction, extension and repair of the planet belonging to the Company, when so authorized by a majority vote of the stock owned by the stockholders, and may also borrow money on the promissory notes of the Company for the purpose of raising necessary funds with which to purchase supplies and materials and pay other expenses made necessary in operating the factory of said Company, but the whole amount of such indebtedness created in the manner, shall not at any one time exceed the amount of the paid up capital stock of the Company.
Sec. 4 All written contracts entered into on the part of the Company shall be signed by both the President and Treasurer.
Sec. 5 No contract shall be made or obligation incurred whereby any indebtedness may be created against the Company in excess of five hundred dollars by any officer or officers of the Company under any general authority or power contained in these By-Laws, or conferred by the Company or its Board of Directors. All such contracts shall be made and such obligations incurred by the Board of Directors at a duly authorized regular or special meeting thereof.
Sale of Stock
Sec. 6 The sale of stock and membership in this Company shall, so far as practicable, be confined strictly to skilled glass workers, and no person who, on account of habitual intoxication or other vicious habits, neglects himself, his family and his business associates, shall be allowed to become or remain a member of this Company, and no more persons shall be allowed to become members than those necessary to, at all times, properly equip such factory with the usual quota of skilled workmen, and none other than members shall be employed as skilled workmen in such factory, except during the temporary absence, sickness or disability of a member, or until some person becomes a member in the place of any member who has died, resigned or for any other reason ceased to be a member and stockholder in this Company.
Wages and Distribution Thereof
Sec. 7 The amount of weekly allowance or market money, and the distributive shares of the net earnings, or wages, shall be based on the wage scale adopted by the skilled workmen and manufacturers’ organizations controlling and operating the greatest number of posts or places engaged in the manufacture of window glass, and the scale of the previous year shall control until a new scale of wage is adopted by such organizations. If the factory is in operation before the new scale is adopted, then the wages from the commencement of the fire during which such new scale is adopted, shall be re-adjusted so as to conform to such new scale.
Sec. 8 All members of this association shall be each other member treated with courtesy at all times and granted all the privileges of membership, regardless of their past or present affiliation with any labor organization.
These By-Laws or any of them, may be amended or repealed by the stockholders at any regular or special meeting thereof by the affirmative vote of those voting upon two thirds of the capital stock of the Company, but not otherwise, and not until the bonded indebtedness of the Company is paid in full, without the written consent of all the trustees named in the bonds and mortgages securing such indebtedness, or their successors, shall have been first obtained approving the proposed amendment or repeal.