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approximately $3,500,000 in additional real estate taxes alone, to say nothing of other taxes to the District and Federal government. It is obvious that rental figures must be comparable with those existing elsewhere in the country, or leases cannot be obtained. For this reason, the operating corporation cannot be unreasonable in its demands nor make an undue profit. As a living example of industry and commercial exterprise which has made our country so great, it is felt that the best example for this project would be private commercial financing; therefore there will be no request for Federal funds. We must, however, have the use of eminant domain to acquire so large a site. This requires the approval of the National Capital Planning Commission. Statutory authority now exists for such purposes and we will reimburse the agency for land acquisition.
Mr. GRAY. We originally had scheduled a very distinguished member of the 21-member Commission to study the need for a visitors center, Mrs. Jack Coopersmith, but she has been notified that Mr. Hummelsime, who is president of Colonial Williamsburg, would like to appear and since he also is a member of the Commission, she would defer this morning until the next hearing. She is here in the hearing room, but wants to appear later. We appreciate very much the consideration of both of the commissioners to come back.
I also want to announce at the conclusion of the hearing this morning that we will have departmental witnesses, and the 21-member Commission who studied the need for a visitors center will submit the written report. It is by law scheduled to be presented by the 15th of this month. It is at the printers now. As soon as it is printed and presented to Congress, the departmental witnesses will be able to come down and testify.
So we expect to adjourn the hearings now, and reconvene them, we hope, very soon.
Mr. SCHWENGEL. Mr. Chairman.
Mr. SCHWENGEL. If I may, first I want to commend the chairman for making the observation that different modes of transportation ought not to appear in competition with each other. I think they together have a responsibility and they do really compliment each other. So it was a very valid point.
Also, Mr. Chairman, I would like to ask the unanimous consent for any of those that appeared who may want to extend their remarks, may be able to do so.
Mr. GRAY. Yes; that is a very good suggestion.
Are there any other questions and comments of the committee members?
As we conclude the second day of hearings, I want to thank all of the subcommittee members for their fine attention and all of the witnesses and repeat that we thank you very much on behalf of the committee. With that, we stand adjourned, subject to the call of the Chair.
Mr. CRAMER. Mr. Chairman, it has been called to my attention that certain papers ought to be made a part of the record at this point for consideration by the members of this subcommittee and committee.
On October 25, 1965, articles of incorporation of the “National Industrial Exposition & Transportation Center, Inc.” were filed with the Office of Superintendent of Corporations and duly certified by the Office of the Recorder of Deeds for the District of Columbia.
Among the board of directors of this corporation are the following individuals who testified before us today: Thornton W. Owen, who testified today as the president, Terminal Committee, Inc., Washington, D.C.; Llewyln A. Jennings, who testified today as the chairman, Federal City Council; Gen. James A. Mollison, who testified today as the chairman, Public Affairs Committee, Metropolitan Washington Board of Trade; Claude A. Jessup, who testified today as the president, Eastern Continental Trailways Bus System; and Gen. Louis W. Prentiss, who testified today as the chairman, Project Planning Committee, Federal City Council. There are five other members of the board of directors of this corporation.
The three incorporators of this corporation are L. A. Jennings, Thornton W. Owen, and Gen. Louis W. Prentiss.
Mr. Chairman, for the benefit of those who are interested in this legislation, I request that the articles of incorporation, and the certification thereof, for this corporation be made a part of the hearings at this point. The National Industrial Exposition & Transportation Center, Inc., is a stock corporation founded, among other things, with the objective of “promotion, construction, ownership, and operation of a permanent industrial exposition and transportation center.”
(The certification and articles follow:)
OFFICE OF RECORDER OF DEEDS
CORPORATION DIVISION, WASHINGTON This is to certify that the pages attached hereto constitute a full, true, and complete copy of Certificate and Articles of Incorporation of National Industrial Exposition & Transportation Center, Inc., as received and filed October 25, 1965, as the same appears of record in this office.
In Testimony Whereof, I have hereunto set my hand and caused the seal of this office to be a ffixed, this the 31st day of October A.D. 1967.
PETER S. RIDLEY,
Recorder of Deeds, D.C.
By NATHANIEL GROSMAN, Assistant Superintendent of Corporations, D.C.
OFFICE OF RECORDER OF DEEDS
This is to certify that all applicable provisions of the District of Columbia Business Corporations Act have been compiled with and accordingly this certificate of Incorporation in hereby issued to National Industrial Exposition & Transportation Center, Inc., as of October 25, 1965.
PETER S. RIDLEY,
Recorder of Deeds, D.C. By ALFRED GOLDSTEIN, Superintendent of Corporations.
OFFICE OF SUPERINTENDENT OF CORPORATIONS, DISTRICT OF COLUMBIA
ARTICLES OF INCORPORATION OF NATIONAL INDUSTRIAL EXPOSITION &
TRANSPORTATION CENTER, INC.
We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the District of Columbia Business
Corporation Act, adopt the following Articles of Incorporation for such corporation :
FIRST: The name of the corporation is National Industrial Exposition & Transportation Center, Inc.
SECOND: The period of its duration is perpetual.
To purchase, take, receive, lease or otherwise acquire, own, hold, use, develop, manage, invest in, improve and otherwise deal in and with, and sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of lands, real estate, real property, chattels real, and estates, interests, rights and equities therein without limitation.
To build, purchase, take, receive, lease or otherwise acquire, own, hold, use, maintain, alter, repair and improve, manage and sell, convey, mortgagge, pledge, lease, exchange, transfer and otherwise dispose of buildings, structures, works and improvements of all kinds; to plan, establish, furnish, decorate, equip, improve, maintain, lease, sublease, sell, convey, exchange and transfer space, offices, rooms, suites and apartments; and to manufacture, purchase, or otherwise acquire, own, use, install, maintain, repair, operate and deal in and with, and sell, mortgage, pledge, lease or otherwise dispose of fixtures, improvements and furnishings of all kinds and any articles, materials, machinery, equipment and property used for or in connection with any business or property of the corporation.
To engage in the business of managing, supervising and operating real property, buildings and structures; to negotiate and consummate for itself or for others, leases and other contracts with respect to such property to enter into contracts, either as principal or as agent for the furnishing, maintenance, repair or improvement of any property managed, supervised or operated by the corporation; to furnish management, and other services and to engage in and conduct, or authorize, license or permit others to engage in and conduct, any business or activity incident, necessary, advisable or advantageous to the ownership of property, buildings, structures and facilities, managed, supervised or operated by the corporation, which includes, but it not limited to, the power to construct, establish, purchase, lease or otherwise acquire, and to own, hold, operate, provide and maintain, and to mortgage, sell, let, lease or otherwise dispose of exhibition facilities of all kinds and descriptions, business and cultural centers, theaters, halls, parking facilities, restaurants, transportation facilities, auditorium, buildings, plants, factories, workshops, studios, stages and offices necessary, useful or incidental to the establishment, promotion and maintenance of exhibtions, trade shows and expositions intended to stimulate industry, business and commerce, national and international.
In general, to carry on any other business connected with or incidental to the foregoing objects and purposes, and to have and exercise all the powers conferred by the laws of the District of Columbia upon corporations formed under the District of Columbia Business Corporation Act.
FOURTH: The aggregate number of shares which the corporation is authorized to issue is 41,000, divided into two classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:
FIFTH : The preference, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:
No stockholder shall pledge, hypothecate, sell, assign, transfer, or otherwise dispose of any share or shares of stock of this corporation, nor shall the executor, administrator, trustee, assignee or other legal representative of a decreased stockholder pledge, hypothecate, sell, assign, transfer or otherwise
dispose of any share or shares of the stock of this corporation without first offering in writing addressed to this corporation by registered mail said share or shares of stock for sale to the corporation and the corporation shall have the right to purchase the same at any time within thirty (30) days after the receipt of written notice of said offer. If the corporation fails to purchase all of the shares so offered for sale, within such thirty (30) days, then the Secretary of the corporation shall notify the other stockholders of such class of stock of the corporation that all or the remainder of such stock, as the case may be, is available for purchase the other stockholders of such class of stock of the corporation shall have the right to purchase ratably, in proportion to their respective holdings, all or the remainder of such stock, as the case may be, at any time within thirty (30) days after receipt of said notice from the Secretary of the corporation. If any stockholder of such class of stock fails to purchase his proportionate share of the shares of stock so offered within such thirty-day period, then the remaining stockholders of such class of stock shall have the right to purchase his proportionate share ratably, according to their respective holdings, at any time within an additional thirty (30) days from the close of the previous option period. If the corporation or the remaining stockholders of such class of stock shall fail to purchase all of said shares so offered for sale during the respective thirty (30) day periods, then the owner or holder thereof shall have the right to transfer such shares to whomsoever he determines, but at a price not less than the price to be paid by the corporation or the other stockholders as hereinafter provided. The purchase price of said share or shares, whether purchased by the corporation, the other stockholders, or partly by both, shall be equal to the book value of said share or shares as of the last day of the month next preceding the month during which said offer is made to the corporation. In computing the book value of the stock, no evaluation shall be given to the good will of the corporation or to any unrealized appreciation or depreciation of assets. Compliance with the terms and conditions herein set forth in regard to the sale, assignment, transfer or other disposition of the shares of stock of this corporation shall be a condition precedent to the transfer of such shares of stock on the books of this corporation.
Sixth: The corporation will not commence business until at least One Thousand Dollars has been received by it as consideration for the issuance of shares.
SEVENTH : Provisions limiting or denying to shareholders the preemptive right to acquire additional shares of the corporation are:
The preemptive rights of shareholders to subscribe to additional issues of shares of stock of the corporation, whether now or hereafter authorized, are fully preserved and are not denied or limited in any way, and each shareholder of the corporation shall, upon the issue or sale of shares of authorized but unissued stock, whether now or hereafter authorized, have the right to subscribe to and purchase such shares in proportion to the number of shares owned by each.
EIGHTH : Provisions for the regulation of the internal affairs of the corporation are:
At each annual meeting for the election of directors, the holders of the Class A Common Stock, voting as a class shall be entitled to elect Class A Directors, and the holders of the Class B Common Stock, voting as a Class, shall be entitled to elect the Class B Directors as provided for in the By-Laws. The number of Class A Directors shall, at all times, constitute a majority of the total number of directors. In the event that a vacancy should occur in the Board of Directors, the vacancy shall be filled by the vote of the directors of the class of stock in which such vacancy occurred.
On any other corporate action requiring the vote of shareholders, approval by the affirmative vote of both Class A Common Stock and Class B Common Stock voting as separate classes shall be required.
In all other respects, the Class A Common Stock and the Class B Common Stock shall be equal, as though they constituted a single class of stock.
NINTH : The address, including street and number of the initial registered office of the corporation is 918 16th Street, N.W., C/o C. T. Corporation System, Washington, D.C., 20006, and the name of the initial registered agent at such address is C. T. Corporation System.
TENTH: The number of directors constituting the initial board of directors of the corporation is ten and the names and addresses, including street and num
ber, of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:
Names and addresses (All Washington, D.C.):
Name and address :
ELEVENTH: The name and address, including street and number, of each incorporator is :
Name and address :
L. A. JENNINGS,
Incorporators. (Whereupon, at 11:40 p.m., the hearing was adjourned.)