Special Meeting of the Board of Directors of The North American Phonograph Company, held at the office of the Company, in the City of New York, on the 6th day of December, 1892, pursuant to regular notice.
Present, Messrs. Tate, Tremaine, Butler Nolan and Bush.
The Vice-President, Mr. Tate in the Chair and the Secretary, Mr. Walcutt, also being present.
Minutes of meetings of July 14th, 1892, July 19, 1892, July 22, 1892, August 16, 1892, September 20th, 1892, October 18, 1892, were read and approved.
The Vice-President suggested that owing to the interest that this Company had in the business of the Automatic Phonograph Exhibition Company, he would like the ideas of the Board as to what action was advisable to be taken by the officers and Trustees of that Company in dealing with its affairs. After discussion, it was determined to recommend that the services of Mr. Keating, the book-keeper, and Mr. Pask, one of the Clerks, be discontinued. That Mr. Butler, as Treasurer of the Company, should continue to draw a salary of $25 per week and should hereafter, in connection with Mr. Tremaine, the Accountant of this Company, exercise a supervision of the affairs of the Company and attend to the keeping of such books as the business might require.
The Vice-President also reported that in view of the fact that until Messrs. Dyer & Seeley made a report on the Patents of the Automatic Phonograph Exhibition Company, it was impossible to determine what action would finally be taken by this Company in respect to said Automatic Phonograph Exhibition Company it was therefore necessary that funds should be provided to meet the immediate necessary expenditures of the Automatic Phonograph Exhibition Company, and after discussion it was
Resolved, that this Company loan to the Automatic Phonograph Exhibition Company Seven hundred and fifty Dollars to be repaid on demand.
It was also determined to recommend that it was not advisable that any effort should be made to draw from the Knickerbocker Trust Company the amount of money there deposited under the provisions of the so-called Marshall contract until after the 10th day of March 1893.
It was also determined to recommend that the present premises occupied by the Automatic Phonograph Exhibition Company, at No. 187 Sixth Avenue, in the City of New York, be abandoned and a more suitable place procured for the storage of the machines now contained therein, thus relieving the Company from a large portion of the present rental of Seventy-five Dollars per month.
The Treasurer was requested to communicate the views and recommendations of this Board to the officers and Trustees of the Automatic Phonograph Exhibition Company.
Mr. Bush then brought up the matter of the Contract, between this Company and the Edison Phonograph Toy Manufacturing Company and reported generally on the situation and asked for instructions as to what action, if any, should be taken in respect to the cancellation of the Contract and bringing of suit for the recovery of the amount due thereunder.
After discussion it was on motion determined that further consideration of this matter be postponed until a future meeting of the Board, at which the Vice-President would report as to the situation of the litigation between said Company and Mr. Edison, and the Edison Phonograph Works. The Vice-President then reported the sale to the Columbia Phonograph Company of fifty machines, at Eighty Dollars per machine, with the understanding that the same were to be included within the provisions of the 1000 Machine Trust and that the Edison Phonograph Works would assent to the reduction of price below that established by the Trust provided the number of machines covered by the Trust should be increased to an extent sufficient to make up the money deficiency.
On motion of Mr. Tremaine, seconded by Mr. Nolan.
Resolved, that the sale of Fifty machine sot the Columbia Phonograph Company, at Eighty Dollars per machine, be and the same is hereby approved and that the Counsel for this Company be and he is hereby directed to prepare such papers as may be necessary to modify or amend the 1000 Machine Trust in this respect and also to provide for the sale under said Trust of such additional number of machines as may be necessary to make up to the Trust in cash the difference between Eighty Dollars per machine, the price at which such sale was made to the Columbia Phonograph Company and Ninety Dollars per machine, the price fixed by said Trust.
The question of the management of the business of the Company in Chicago was then taken up for discussion and in the absence of Mr. Lombard, the Vice-President made such explanations as he could regarding the business at that point and it being understood that no regular method of keeping the accounts of the General Manager had yet been inaugurated and as it seemed extremely desirable that the New York office should, at all times, be possessed of correct records of Chicago transactions, it was on motion of Mr. Bush, seconded by Mr. Nolan.
Resolved, That, in the opinion of this Board, all monies collected by the General Manager in Chicago, or elsewhere, for account of this Company should immediately on collection be remitted to the Treasurer of the Company in New York and that all monies required by the General Manager for use in Chicago, or elsewhere, should be drawn for by him by Draft on the Treasurer, at three days sight, after notification, and that money so drawn for and received by said General Manager should be disbursed by him through an account kept by him at a Bank in Chicago, in his name, as General Manager, and that said General Manager should, on or before the 10th day of each month, send to the Treasurer of this Company, at its New York office, an account in detail showing receipts and disbursements made by him during previous month, together with the balance on hand on the last day of said month, and
Resolved, That the Treasurer be requested to notify Mr. Lombard of this Resolution and request him to act in accordance therewith, and
Resolved, That for the purpose of avoiding delays in the transaction of business the General Manager of this Company be requested to address all business communications, both by letter and telegram, to The North American Phonograph Company, at its office in New York City.
The Treasurer then presented a letter that had been received from Messrs. Ott & Tewksbury on the subject of the Missouri Company and also presented certain letters and telegrams showing that the matter had been entirely under the supervision of the General Manager, Mr. Lombard, and after discussion the Treasurer was directed to refer this letter to Mr. Lombard and so inform Messrs. Ott & Tewksbury. The Treasurer then presented a memorandum of the advertisements for which he had contracted up to present time under the terms of contracts with Sub-Companies providing for an annual expenditure in advertising of not less than Five thousand Dollars and which memorandum showed a total liability already incurred for the first year of Four thousand four hundred and twelve Dollars and sixty0-eight cents, distributed as follows:
ADVERTISEMENTS MONTHLY
Scribners per annum 161.28
Century " " 189.00
St. Nicholas " " 108.00
North American " " 86.40
Harpers " " 189.00
Review of Reviews " " 255.00
WEEKLY
Youths Companion " " 2800.00
Harpers " " 374.40
Frank Leslie " " 249.60

$4412.86

and the action of the Treasurer in respect to said advertising was only approved.
The matter of the bills of Messrs. Dyer & Seeley which have heretofore been included for payment in the 1000 Machine Trust and of which part payment has been made were reported by Mr. Bush not to be in the shape required and the matter was referred to the Vice-President for attention.
The Treasurer reported that to facilitate the business of the Company he had found it necessary to open an account in the German National Bank, of Newark, and that for the purpose of opening such account he had deposited in said Bank a check received from the New England Phonograph Company for Five thousand four hundred and fifty dollars.
On motion of Mr. Bush, seconded by Mr. Nolan.
Received, that the action of the Treasurer in opening the account on behalf of this Company in the German National Bank of Newark, he and the same is hereby designated as a proper depository for the funds of this Company, to the extent that it may be necessary to keep such funds in the State of New Jersey.
The Vice-President then presented a long report, dated December 3rd, 1892, covering, among other things, the details of settlement between this Company and the Eastern Pennsylvania Phonograph Company, the Florida Phonograph Company and the Georgia Phonograph Company, and also the proposed methods of dealing with Agents. The substance of the report was very full discussed and many verbal explanations were made by the Vice-President and thereafter the following Resolutions offered by Mr. Tremaine, seconded by Mr. Nolan were duly passed.
Resolved, that the matter of instructions to Agents and the rules for government and dealers as presented by the Vice-President under date of December 3, 1892, be and the same are hereby approved, and
Resolved, that the settlements made by the Vice-President on behalf of this Company with the Eastern Pennsylvania Phonograph Company and the Florida Phonograph Company as set forth in his report of December 3rd, 1892, be and the same are hereby approved, and
Resolved, that the settlement made by the Vice-President on behalf of this Company with the Georgia Phonograph Company be and the same is hereby approved, and
Resolved, that the action heretofore taken by the Vice-President on behalf of this Company in respect to the Old Dominion Phonograph Company as set forth in his report of December 3rd, 1892, be and the same is hereby approved.
The Vice-President reported that he had closed with the New England Phonograph Company the sale of One hundred and nine machines at Fifty Dollars per machine, that being the best price that could be procured for the same, owing to the fact that they were machines that had been in use for sometime and were very much worn and in need of repairs. These machines not to be included in the 1000 Machine Trust.
On notion of Mr. Butler, seconded by Mr. Tremaine.
Resolved, that the action of the Vice-President in making the sale of one hundred and nine machines to the New England Phonograph Company, at Fifty Dollars per machine, be and the same is hereby approved, and
Resolved, that the Counsel for this Company be and he is hereby directed to arrange for an amendment of the Trust Agreement accordingly.
Mr. Bush reported to the Board that within twenty-four hours his attention has been called to the fact that the New Jersey Phonograph Company, or some party acting on its behalf, were placing on the market cylinders designated for use on Auto- matic machines which contain matter of a vulgar, obscene and improper nature and that he thought it was the duty of the Board to immediately take such steps as might be necessary to compel the parties who has authorized and directed the manufacture of such cylinders to discontinue the manufacture and use of the same and to destroy such as had already been issued and it was upon motion of Mr. Bush, seconded by Mr. Tremaine.
Resolved, that the Counsel for this Company be and he is hereby directed immediately institute such legal proceedings and take such other action as may be necessary to prevent in future the manufacture of any cylinders that may contain thereon matter which is vulgar, obscene or improper and also to procure the destruction, if possible, of any cylinders of the nature heretofore issued.
The meeting then adjourned to Tuesday, December 13th at 11 A.M.
Attest:
C. Walcutt
Secretary Adjourned Meeting of the Board of Directors of the North American Phonograph Company, held at the office of the Company in the City of New York, on the 13th day of December, 1892, pursuant to adjournment.
Present, Messrs. Tate, Nolan, Butler and Tremaine.
Mr. Tate, the Vice-President, in the Chair, Mr. Walcutt, the Secretary, also being present.
The Vice-President stated that it was necessary that certain Resolutions should be passed providing for the appointment of an Attorney in the State of New York, upon whom lawful processes might be served, as provided by the Statutes of the State of New York, recently enacted, Mr. Nolan then offered the following Resolutions which being duly seconded, was adopted.
Resolved, that in conformity with the provisions of Section 16 of the General Corporation Law of the State of New York, this Company hereby appoints Thomas Butler, its true and lawful attorney in and said State, upon whom all lawful processes against this Company may be served within said State. That the Vice-President and Secretary are hereby authorized to execute in the name of this Company and under its corporate seal, a certificate of authority or power of attorney to the said Thomas Butler, and also to make the statement, and do and perform what other acts as necessary to comply with the said law of said State, for this Company to obtain the certificate of authority to do business within the said State of New York.
The Vice-President then presented a catalogue of prices for Phonographs and supplies, which it was proposed to issue to its agents and the public which had been prepared under his supervision and the same was duly approved. Mr. Butler, the Treasurer of the Company, notified the Board that he had rented Room No. 10 at No. 44 Broad Street, adjoining the Company's present offices, for use of the Company from December 1st, 1892, to May 1st, 1893, at a rental of $40 per month with a right to renewal of the lease at the option of this Company, at a like rental.
On motion of Mr. Tremaine, seconded by Mr. Nolan.
Resolved, that the action of Mr. Butler, as reported by him, in renting room No. 10 at No. 44 Broad Street until May 1st 1893, be and the same is hereby approved.
The Meeting then adjourned.
Attest:
C. Walcutt,
Secretary

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